BLYTH INDUSTRIES INC
8-K, 1997-04-29
MISCELLANEOUS MANUFACTURING INDUSTRIES
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                                       FORM 8-K

                                    CURRENT REPORT

                          PURSUANT TO SECTION 13 OR 15(D) OF
                          THE SECURITIES EXCHANGE ACT OF 1934

           Date of Report (Date of earliest event reported) April 29, 1997
                                                           ---------------

                                  BLYTH INDUSTRIES, INC.              
          ------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

          Delaware                  1-13026              36-2984916  
       ------------------------------------------------------------------
     (State or other             (Commission          (IRS Employer   
     jurisdiction of             File Number)        Identification No.)
     incorporation)


                 100 Field Point Road, Greenwich, Connecticut  06830 
              ---------------------------------------------------------
              (Address of principal executive offices)       (Zip Code)

          Registrant's telephone number, including area code (203) 661-1926

                                Not Applicable 
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)






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Item 4.       Changes in Registrant's Certifying Accountant

    As previously reported on the Registrant's Form 8-K filed on April 11,
1997, on April 8, 1997, the Board of Directors of the Registrant, acting upon
the recommendation of its Audit Committee, determined not to engage Grant
Thornton LLP ("Grant Thornton") as the primary independent auditors of the
Registrant for the coming fiscal year ending January 31, 1998.  The Board of
Directors of the Registrant, acting upon the recommendation of its Audit
Committee, has appointed Coopers & Lybrand L.L.P. as the primary independent
auditors of the Registrant for the coming fiscal year ending January 31, 1998. 
Grant Thornton has been previously engaged to audit the Registrant's financial
statements for the fiscal year ended January 31, 1997, and the termination of
Grant Thornton's engagement will be effective upon the later to occur of (i) the
date of filing of the Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1997 or (ii) the effective date of a Registration
Statement on Form S-3 with respect to the resale by certain selling stockholders
of approximately 335,000 of the total of 662,497 shares of common stock of the
Registrant which were issued to the former shareholders of New Ideas
International, Inc. in connection with the Registrant's December 1996
acquisition of New Ideas International, Inc.  On April 29, 1997, the Registrant
filed with the Securities and Exchange Commission both its Annual Report on Form
10-K for the fiscal year ended January 31, 1997, and the Registration Statement
on Form S-3 with respect to 331,239 shares of its Common Stock to be resold by
such selling stockholders.  However, such Registration Statement has not yet
become effective.

    Grant Thornton's report on the financial statements of the Registrant for
the fiscal years ended January 31, 1996 and January 31, 1997 did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.  There were no disagreements
with Grant Thornton during the Registrant's fiscal years ended January 31, 1996
and January 31, 1997 and through April 29, 1997 on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Grant Thornton's
satisfaction, would have caused or will cause Grant Thornton to make reference
to the subject matter of the disagreement(s) in connection with its reports on
the Registrant's financial statements.

Item 7.       Financial Statements, Pro Forma Financial Information and
Exhibits

    (c)  Exhibits

         16        Letter, dated April 29, 1997 from Grant Thornton to the
                   Securities and Exchange Commission.

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                                      SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                  BLYTH INDUSTRIES, INC.



Date: April 29, 1997                   By: /s/ Bruce D. Kreiger
                                          -----------------------------
                                            Name: Bruce D. Kreiger
                                            Title: Vice President & 
                                                          General Counsel



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                                                                      Exhibit 16

                          [LETTERHEAD OF GRANT THORNTON LLP]


                             April 29, 1997



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC  20549

              Re: Blyth Industries, Inc. (the "Company")

Ladies and Gentlemen:

    Further to Item 304 of Regulation S-K, we have been provided by the Company
with a copy of its disclosures contained in the attached Form 8-K regarding our
replacement as independent auditors of the Company.  We have reviewed the
attached Form 8-K and agree with the statements made therein regarding us.

                        Very truly yours,


                        /s/ Grant Thornton LLP                                  
                        --------------------------------
                        GRANT THORNTON LLP



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