BLYTH INDUSTRIES INC
8-K, 1997-05-02
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) MAY 2, 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 Forms 8-K filed on April 11,
1997 and on April 29, 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 became effective upon May 2, 1997,
the effective date of a Registration Statement on Form S-3 with respect to the
resale by certain selling stockholders of 331,239 shares 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.

    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 May 2, 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 May 2, 1997 from Grant Thornton to the
                   Securities and Exchange Commission.

                                         -1-

<PAGE>

 
                                      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: May 2, 1997                 By: /s/ BRUCE D. KREIGER              
                                     ---------------------------------
                                            Name: Bruce D. Kreiger
                                            Title: Vice President &
                                                 General Counsel


                                         -2-

<PAGE>
 

                                                                      Exhibit 16


 
                          [LETTERHEAD OF GRANT THORNTON LLP]


                             May 2, 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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