Investor Who Upset Wynn’s Buyout Is Official of Subsidiary

An internal battle for control of Wynn’s International Inc. appears to be shaping up, as the mystery investor who last week upset plans for a management-led buyout was revealed Monday to be a high-ranking official of one of Wynn’s subsidiaries.

The unsolicited $115-million offer for the Fullerton-based automotive parts concern ostensibly was made by the venture capital unit of Security Pacific Corp., which knew of the plans for a buyout led by a team of eight to 12 senior managers.

In an interview Monday, however, an official of Security Pacific Venture Capital Advisory Corp. said the $27.25-per-share bid his company made last week was initiated by James Carroll, president and chief executive of Precision Rubber Products, a Nashville-based subsidiary of Wynn’s.

John F. Lillicrop, Wynn’s president and leader of the management team that had been planning its own acquisition offer, said Monday that he had invited Carroll to become part of his group. But Carroll, who sold Precision to Wynn’s for $31 million cash and 70,000 shares of Wynn’s stock in 1985, instead proposed his own buyout to the Security Pacific unit.

Lillicrop said that although his group was upstaged by the Security Pacific group’s offer, he still is looking for financing and “can put something together at least as favorable to shareholders as that which (Security Pacific) is proposing.”

Lillicrop declined to comment publicly on his role in the company if the Carroll-led group were to succeed. For his part, Carroll has an employment contract that does not expire until 1990.

In a telephone interview Monday, Carroll said “competent . . . members” of Wynn’s management will be asked to participate in Security Pacific’s buyout, but he declined to say whether he would include Lillicrop in the group.

Lillicrop also refused comment on whether he or Wynn’s management group could end up joining Carroll. “I’m leading a management group that hopes to put together a proposal that will be considered by the board of directors. He’s involved in a separate investor group that has already made a proposal,” Lillicrop said.

Wynn’s acquired Precision in November, 1985. Precision, the supplier of O-rings, seals and other molded rubber products, accounted for almost half of Wynn’s total sales of $306.1 million for 1986. Since being acquired, Precision consistently has been Wynn’s second-best performing division.

Sources who asked not to be named said that if his bid is accepted, Carroll will gain a much bigger chunk of the company than he would have as one of a dozen members of the management group.