<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Section 240.14a-11(c) or
Section 240.14a-12
BLYTH INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
BLYTH INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined.):
---------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------------------
4) Date Filed:
---------------------------------------------------------------------------
<PAGE>
BLYTH INDUSTRIES, INC.
100 FIELD POINT ROAD
GREENWICH, CONNECTICUT 06830
(203) 661-1926
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------------
April 29, 1997
To the Stockholders of
Blyth Industries, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Blyth Industries, Inc. (the "Company") will be held in the
Shareholders Room at Bank of America Illinois, 231 South LaSalle Street, 21st
Floor, Chicago, Illinois 60697, on Wednesday, June 4, 1997, at 9:00 A.M., local
time, for the following purposes:
1. To elect three directors, each to hold office until the Annual
Meeting of Stockholders to be held in 2000 or until his or her respective
successor is elected and qualified.
2. To ratify the appointment of auditors.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on April 14, 1997, as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting. A list of stockholders entitled to vote at the
Annual Meeting will be available for examination by any stockholder, for any
purpose relevant to the meeting, on and after May 23, 1997, during ordinary
business hours at the Company's principal executive offices located at the
address first set forth above.
STOCKHOLDERS ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY
IN THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES.
By Order of the Board of Directors,
Bruce D. Kreiger,
SECRETARY
<PAGE>
BLYTH INDUSTRIES, INC.
100 FIELD POINT ROAD
GREENWICH, CONNECTICUT 06830
(203) 661-1926
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 4, 1997
------------------------
INTRODUCTION
This proxy statement ("Proxy Statement") is being furnished to holders of
shares of common stock, par value $0.02 per share (the "Common Stock"), of Blyth
Industries, Inc., a Delaware corporation ("Blyth" or the "Company"), in
connection with the solicitation of proxies by the Board of Directors of the
Company for use at the Annual Meeting of Stockholders (the "Annual Meeting") to
be held in the Shareholders Room at Bank of America Illinois, 231 South LaSalle
Street, 21st Floor, Chicago, Illinois 60697, on Wednesday, June 4, 1997, at 9:00
A.M., local time, and at any adjournments thereof. This Proxy Statement, the
accompanying Notice of Annual Meeting of Stockholders and the enclosed form of
proxy are first being mailed to stockholders on or about April 29, 1997.
The Company's Annual Report to Shareholders for the fiscal year ended
January 31, 1997 (the "Annual Report") also accompanies this Proxy Statement.
The Annual Report includes audited financial statements, a discussion by
management of the Company's financial condition and results of operations and
other information.
At the Annual Meeting, stockholders will be asked to elect three directors,
each to hold office until the Annual Meeting of Stockholders to be held in 2000
or until his or her respective successor is elected and qualified.
At the Annual Meeting, stockholders will also be asked to ratify the
appointment of Coopers & Lybrand L.L.P. as the Company's auditors for the
Company's fiscal year ending January 31, 1998.
------------------------
VOTING RIGHTS AND PROXY INFORMATION
Proxies in the accompanying form are solicited on behalf of and at the
direction of the Board of Directors, which has fixed the close of business on
Monday, April 14, 1997, as the record date (the "Record Date") for the
determination of holders of outstanding shares of Common Stock entitled to
notice of and to vote at the Annual Meeting or any adjournment(s) thereof. On
the Record Date, there were 31,420,168 shares of Common Stock issued and
outstanding, which were held of record on such date by 565 holders. Each
stockholder is entitled to one vote, exercisable in person or by proxy, for each
share of Common Stock held of record by such stockholder on the Record Date with
respect to each matter. The election of directors will be decided by a plurality
of the votes of the shares of Common Stock cast by stockholders present in
person or represented by proxy at the Annual Meeting and entitled to vote. In
other words, the three individuals receiving the largest number of votes will be
elected. Proxies marked as abstaining (including proxies containing broker
non-votes) on any matter to be acted upon by stockholders will be treated as
present at the meeting for purposes of determining a quorum but will not be
counted as votes cast on such matters.
When a proxy in the form of the accompanying proxy is returned properly
dated and signed, the shares represented thereby will be voted by the person
named as proxies therein in accordance with each
<PAGE>
stockholder's directions. Proxies will also be considered to be confidential
voting instructions to the Trustees of the Blyth Industries, Inc. Profit Sharing
Retirement Plan with respect to shares of Common Stock held in accounts under
such Plan.
Stockholders are urged to specify their choices by marking the appropriate
boxes on the enclosed proxy card. All shares of the Common Stock represented by
properly executed proxies will be voted at the Annual Meeting in accordance with
the direction indicated on the proxies unless such proxies have previously been
revoked. To the extent that no direction is indicated, the shares will be voted
FOR the election of all of the Company's nominees as directors, and FOR the
ratification of the appointment of Coopers & Lybrand L.L.P. ("Coopers &
Lybrand") as the Company's auditors (or, in the case of participants in the Plan
referred to above, will be voted in the discretion of the Trustees). If any
other matters are properly presented at the Annual Meeting for action, including
a question of adjourning the meeting from time to time, the persons named in the
proxies and acting thereunder will have discretion to vote on such matters in
accordance with their best judgment.
Any stockholder who has executed and returned a proxy has the power to
revoke it at any time before it is voted. A stockholder who wishes to revoke a
proxy can do so by attending the Annual Meeting and voting in person, or by
executing a later-dated proxy relating to the same shares or a writing revoking
the proxy and, in the latter two cases, delivering such later-dated proxy or
writing to the Secretary of the Company prior to the vote at the Annual Meeting.
Any writing intended to revoke a proxy should be sent to the Company at its
principal executive offices, 100 Field Point Road, Greenwich, Connecticut 06830,
Attention: Bruce D. Kreiger, Esq., Secretary.
In addition to the use of the mail, proxies may be solicited via personal
interview and telephone or telegraph by the directors, officers and regular
employees of the Company. Such persons will receive no additional compensation
for such services. Arrangements will also be made with certain brokerage firms
and certain other custodians, nominees and fiduciaries for the forwarding of
solicitation materials to the beneficial owners of the Common Stock held of
record by such persons, and such brokers, custodians, nominees and fiduciaries
will be reimbursed by the Company for reasonable out-of-pocket expenses incurred
by them in connection therewith.
------------------------
2
<PAGE>
ITEM 1--ELECTION OF DIRECTORS
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES
NOMINEES FOR ELECTION AS DIRECTORS
Blyth's Board of Directors currently consists of eight members, divided into
three classes serving staggered terms of office.
It is intended that the persons named in the enclosed form of proxy as
proxies will, except as noted below, vote FOR the election of the following
nominees as directors, to serve until the 2000 Annual Meeting of Stockholders:
Roger A. Anderson
Pamela M. Goergen
Roger H. Morley
Each of the foregoing persons currently serves as a director of Blyth. Mr.
Anderson and Ms. Goergen were most recently elected as such at the Annual
Meeting of Stockholders held on March 28, 1994. Mr. Morley was elected as a
director in December 1996. The Board of Directors of the Company does not
contemplate that any of such nominees will become unable to serve. If, however,
any of such nominees should become unable to serve before the Annual Meeting,
proxies solicited by the Board of Directors will be voted by the persons named
as proxies therein in accordance with the best judgment of such proxies.
INFORMATION REGARDING NOMINEES FOR ELECTION AS
DIRECTORS AND REGARDING CONTINUING DIRECTORS
The following table sets forth the name, age, business experience for the
past five years and other directorships of each of the Company's directors:
<TABLE>
<CAPTION>
NAME, AGE AND CURRENT PERIOD SERVED AS DIRECTOR
POSITIONS, IF ANY, AND BUSINESS EXPERIENCE
WITH THE COMPANY DURING PAST 5 YEARS
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
NOMINEES FOR ELECTION AT THE 1997 ANNUAL MEETING FOR TERMS EXPIRING IN 2000
Roger A. Anderson (59).................................. Roger A. Anderson joined the Board of Directors in
February 1994. From 1979 to the present, Mr. Anderson
has been the Chairman of Burlington Management Company
and Tair Ltd., investment companies with diversified
holdings in the United States and several foreign
countries.
Pamela M. Goergen (55).................................. Pamela M. Goergen joined the Board of Directors in 1984.
From 1979 to December 1994, Ms. Goergen was the Vice
President and Secretary, and from December 1994 to the
present, Ms. Goergen has been the Treasurer and
Secretary, of The Ropart Group Limited, a private equity
investment management firm.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND CURRENT PERIOD SERVED AS DIRECTOR
POSITIONS, IF ANY, AND BUSINESS EXPERIENCE
WITH THE COMPANY DURING PAST 5 YEARS
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Roger H. Morley (65).................................... Roger H. Morley joined the Board of Directors in
December 1996. From 1983 to the present, Mr. Morley has
served as Vice President of Schiller International
University in Heidelberg, Germany. Mr. Morley is a
director of, and a consultant to, Artal, S.A.,
Luxembourg. Mr. Morley is also a director of Biogen,
Inc. and Lorraine Investment Luxembourg S.A. Mr. Morley
is also co-managing director of R&R Inventions Ltd.,
Birmingham, U.K., and an advisory director of Bank of
America Illinois.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 1998
Robert B. Goergen (58).................................. Robert B. Goergen has been the Chairman of the Company
Chairman of the Board, Chief Executive Officer since its inception in 1977 and has served as Chief
and President Executive Officer of the Company since 1978 and as
President since March 1994. From 1979 to the present,
Mr. Goergen has also served as Chairman of The Ropart
Group Limited, a group of affiliated entities engaged in
private equity investing, and from 1990 to the present,
as Chairman of XTRA Corporation, a trailer leasing
company. Mr. Goergen is a director of Leading Edge
Packaging, Inc., a packaging company.
Neal I. Goldman (52).................................... Neal I. Goldman joined the Board of Directors in 1991.
From 1985 to the present, Mr. Goldman has been the
President of Goldman Capital Management, Inc., an
investment advisory firm.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND CURRENT PERIOD SERVED AS DIRECTOR
POSITIONS, IF ANY, AND BUSINESS EXPERIENCE
WITH THE COMPANY DURING PAST 5 YEARS
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 1999
John W. Burkhart (59)................................... John W. Burkhart joined the Board of Directors in 1983.
From May 1987 to April 1988, Mr. Burkhart served as a
Vice President of the Company, and from April 1988 to
June 1993, as Secretary of the Company. Since July 1984,
Mr. Burkhart has been the President and a director of
Breezy Hill Enterprises, Inc., a management services
company. Since April 1986, Mr. Burkhart has been the
Chairman of the Board of Directors, and since June 1993,
the President, of MWM Dexter, Inc., a specialty printing
company. Since March 1989, Mr. Burkhart has been a
director, since April 1991, the Chairman of the Board of
Directors, and since February 1993, the President of
Wellstead Industries, Inc., an industrial supply company
("Wellstead"). Since May 1996, Control Resource Systems,
Inc., the sole subsidiary of Wellstead, has been
operating under Chapter 11 of the United States
Bankruptcy Code. Since January 1990, Mr. Burkhart has
been the Chairman of the Board of Directors, and since
November 1992, the President, of AS Hospitality, Inc., a
specialty printing company.
John E. Preschlack (63)................................. John E. Preschlack joined the Board of Directors in
1989. From October 1996 through the present, Mr.
Preschlack has been the Chairman and President of
JEPCOR, Inc., a private investment company. From 1987 to
October 1996, Mr. Preschlack was a Senior Director and
Partner of SpencerStuart, executive search consultants.
Frederick H. Stephens, Jr. (65)......................... Frederick H. Stephens, Jr. joined the Board of Directors
in September 1994. From 1992 through the present, Mr.
Stephens has been a Vice President and Senior Consultant
at Lee Hecht Harrison, Inc., an executive career
transition firm. From January 1990 through December
1991, Mr. Stephens was a partner at The Onstott Group, a
management consulting company specializing in executive
search services. From 1958 to 1989, Mr. Stephens was
employed by The Gillette Company, most recently as Vice
President of Business Relations and as a corporate
officer.
</TABLE>
Other than Robert B. Goergen and Pamela M. Goergen, who are husband and
wife, there is no family relationship among any of the nominees for election as
directors, any continuing directors or any executive officers of the Company.
5
<PAGE>
COMPENSATION OF DIRECTORS
Non-employee directors of the Company receive an annual fee of $10,000, plus
reimbursement of out-of-pocket expenses, for their services as directors of the
Company. Each member of the Audit Committee and the Compensation Committee also
receives a fee of $750 for each meeting attended, and the chairman of each
committee receives a fee of $1,500 for each meeting attended by such chairman.
Upon each non-employee director's first election as a director, the non-employee
director receives stock options to acquire 2,000 shares of Common Stock under
the Company's Stock Option Plan for Non-Employee Directors for his or her
services as a director. In addition, each non-employee director who is in office
on November 15 of any year receives, on the immediately succeeding January 1, an
option to acquire 1,000 shares of Common Stock. Directors who are also employees
do not receive any additional compensation for their services as directors.
BOARD AND COMMITTEE MEETINGS
The Board of Directors has established two standing committees. The Audit
Committee is comprised of Messrs. Anderson, Burkhart and, since his election in
December 1996, Mr. Morley, and oversees the activities of Blyth's independent
auditors and internal audit controls. The Audit Committee held 2 meetings during
fiscal 1997.
The Compensation Committee is comprised of Messrs. Goldman, Preschlack and
Stephens and reviews and makes recommendations to the Board with respect to
general compensation and benefit levels, determines the compensation and
benefits for the Company's executive officers and administers Blyth's Amended
and Restated 1994 Employee Stock Option Plan. The Compensation Committee held 3
meetings during fiscal 1997.
Blyth does not have a standing nominating committee. Instead, the Board of
Directors selects nominees for directors.
The Board of Directors held 5 regularly scheduled meetings and no special
meetings during fiscal 1997. In fiscal 1997, each director attended all of the
meetings of the Board of Directors and all applicable committee meetings during
the period that such director served as a director.
EXECUTIVE OFFICERS
The following sets forth the name, age and business experience for the past
five years of each of Blyth's executive officers (other than Mr. Goergen),
together with all positions and offices held with Blyth by such executive
officers. Officers are appointed to serve until the meeting of the Board of
Directors following the next Annual Meeting of Stockholders and until their
successors have been elected and have qualified:
<TABLE>
<CAPTION>
NAME AND AGE POSITIONS
- --------------------------------------------- ------------------------------------------------------------------
<S> <C>
Albert A. Bergeron (56) Albert A. Bergeron joined the Company in 1991 as President of
PartyLite Gifts. Mr. Bergeron became a Vice President of Blyth in
1994. From August 1990 to January 1991, Mr. Bergeron was the
President of Bergeron Inc., independent direct sales consultants.
From July 1987 to July 1990, Mr. Bergeron was the Vice
President-New Ventures for Tupperware Home Parties.
Thomas K. Kreilick (60) Thomas K. Kreilick joined the Company in 1987 as the President of
the Lenox Division of Candle Corporation of America and became
President of Candle Corporation of America in 1988. Mr. Kreilick
became a Vice President of Blyth in 1994.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
NAME AND AGE POSITIONS
- --------------------------------------------- ------------------------------------------------------------------
<S> <C>
Elwood L. La Forge, Jr. (52) Elwood L. La Forge, Jr. served as Vice President of Business
Development from 1994 until April 1997, and became President of
Blyth's Worldwide Affiliate Group and a Vice President of Blyth in
April 1997, at which time he became an executive officer of Blyth.
From 1988 to 1994, Mr. La Forge was Senior Vice President and
Chief Financial Officer of Lenox, Inc., a subsidiary of
Brown-Forman.
Howard E. Rose (50) Howard E. Rose joined the Company in 1978 as Vice President and
Chief Financial Officer and served as Secretary from 1993 to 1996.
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP OF MANAGEMENT. The following table sets forth, as of
April 14, 1997, the number of outstanding shares of the Common Stock
beneficially owned by each of the nominees for director; the other current
directors; Blyth's Chairman, Chief Executive Officer and President and Blyth's
three other executive officers (together, the "Named Executive Officers")
individually; Elwood L. La Forge, Jr., who became an executive officer in April
1997; and by all directors and executive officers as a group without naming
them. Except as otherwise indicated, each of the stockholders has sole voting
and investment power with respect to the shares reflected as beneficially owned
by such stockholder.
<TABLE>
<CAPTION>
NAME NO. OF PERCENT
OF BENEFICIAL OWNER SHARES OF CLASS
- ------------------------------------------------------------------------------------------ ------------ -----------
<S> <C> <C>
Robert B. Goergen (1)..................................................................... 10,206,270 32.5%
Roger A. Anderson (2)..................................................................... 351,972 1.1
John W. Burkhart (3)...................................................................... 393,536 1.3
Pamela M. Goergen (4)..................................................................... 9,755,548 31.0
Neal I. Goldman (5)....................................................................... 102,000 *
Roger H. Morley........................................................................... -- --
John E. Preschlack (6).................................................................... 223,740 *
Frederick H. Stephens, Jr. (7)............................................................ 6,400 *
Albert A. Bergeron (8).................................................................... 156,100 *
Thomas K. Kreilick........................................................................ 259,774 *
Elwood L. La Forge, Jr. (9)............................................................... 21,000 *
Howard E. Rose (10)....................................................................... 348,190 1.1
All directors and executive officers as a group (12 persons) (11)......................... 12,070,982 38.4
</TABLE>
- ------------------------
* Less than 1%.
(1) Includes 9,476,028 shares held by Mr. Goergen, 52,996 shares held by Mr.
Goergen and Dennis P. Goergen as co-trustees of a trust for the benefit of
Alice B. McCool, 399,726 shares held by The Goergen Foundation, Inc., a
charitable foundation of which Mr. Goergen is a director, president and sole
investment manager, and 277,520 shares held by Pamela M. Goergen, Mr.
Goergen's wife. Mr. Goergen disclaims beneficial ownership of the shares
held by Pamela M. Goergen (see footnote (4)). The address of Mr. Goergen is
c/o Blyth Industries, Inc., 100 Field Point Road, Greenwich, Connecticut
06830.
(2) Includes 349,972 shares held by Galena Partners, Ltd., a limited partnership
of which Mr. Anderson is a managing general partner. Mr. Anderson disclaims
beneficial ownership of the shares held by Galena Partners, Ltd. Also
includes 2,000 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 14, 1997.
7
<PAGE>
(3) Includes 126,200 shares held of record by Breezy Hill Enterprises, Inc.
Pension Plan, of which Mr. Burkhart is trustee, and 184,376 shares held by
Mr. Burkhart's wife. Mr. Burkhart disclaims beneficial ownership of the
shares held by his wife. Includes 2,000 shares issuable upon exercise of
options which are exercisable or become exercisable within 60 days of April
14, 1997.
(4) Includes 9,476,028 shares held by Robert B. Goergen, Ms. Goergen's husband.
Ms. Goergen disclaims beneficial ownership of the shares held by her
husband, Robert B. Goergen (see footnote (1)). Also includes 2,000 shares
issuable upon exercise of options which are exercisable or become
exercisable within 60 days of April 14, 1997. The address of Ms. Goergen is
c/o Ropart, Inc., 100 Field Point Road, Greenwich, Connecticut 06830.
(5) Includes 2,000 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 14, 1997.
(6) Includes 2,000 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 14, 1997.
(7) Includes 1,000 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 14, 1997.
(8) Includes 16,000 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 14, 1997.
(9) Includes 21,000 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 14, 1997.
(10) Includes 6,000 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 14, 1997.
(11) See footnotes (1)-(10).
------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the knowledge of the
Company, the following table lists those parties (other than Mr. Goergen and Ms.
Goergen, whose respective beneficial ownership is disclosed in the immediately
preceding table) who beneficially owned more than 5% of the Common Stock
outstanding as of April 14, 1997:
<TABLE>
<CAPTION>
NAME AND ADDRESS NO. OF PERCENT
OF BENEFICIAL OWNER SHARES OF CLASS
- ------------------------------------------------------------------------------------------- ---------- -----------
<S> <C> <C>
Pilgrim Baxter & Associates, Ltd.(1)....................................................... 3,101,400 9.9%
Putnam Investments, Inc.(2)................................................................ 2,412,601 7.7
</TABLE>
- ------------------------
(1) According to a statement on Schedule 13G dated February 14, 1997 filed with
the Securities and Exchange Commission, Pilgrim Baxter & Associates, Ltd. is
considered the beneficial owner of 3,101,400 shares of Common Stock. The
address of Pilgrim Baxter & Associates, Ltd. is 1255 Drummers Lane, Suite
300, Wayne, Pennsylvania 19087.
(2) According to a statement on Schedule 13G dated January 27, 1997 filed with
the Securities and Exchange Commission, Putnam Investments, Inc. and Marsh &
McLennan Companies, Inc., together with subsidiary investment managers, are
considered beneficial owners of an aggregate of 2,412,601 shares of Common
Stock, which shares were acquired for investment purposes by such investment
managers for certain of their clients. The address of Putnam Investments,
Inc. is One Post Office Square, Boston, Massachusetts 02109.
------------------------
8
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth a summary of all compensation awarded to,
earned by or paid for services rendered to Blyth in all capacities during
Blyth's fiscal years ended January 31, 1997, 1996 and 1995 by the Named
Executive Officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
------------------------------- COMPENSATION
SALARY BONUS AWARDS
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#)
- ------------------------------------------------------------------ --------- --------- --------- ---------------
<S> <C> <C> <C> <C>
Robert B. Goergen................................................. 1997 $ 440,833 $ 590,000 --
Chairman and President of the Company 1996 406,000 580,000 --
1995 323,120 240,000 --
Albert A. Bergeron,............................................... 1997 $ 238,021 $ 250,000 --
Vice President of the Company and 1996 189,584 225,000 40,000
President of Partylite Gifts 1995 172,917 150,000 --
Thomas K. Kreilick,............................................... 1997 $ 215,834 $ 25,500 --
Vice President of the Company and 1996 195,832 107,057 --
President of Candle Corporation of America 1995 171,333 100,000 --
Howard E. Rose,................................................... 1997 $ 171,875 $ 100,000 --
Vice President and Chief Financial Officer 1996 158,333 75,000 20,000
1995 142,917 60,000 --
<CAPTION>
ALL OTHER
COMPENSATION
(1)
NAME AND PRINCIPAL POSITION ($)
- ------------------------------------------------------------------ ---------------
<S> <C>
Robert B. Goergen................................................. $ 7,342
Chairman and President of the Company 6,550
6,469
Albert A. Bergeron,............................................... $ 6,242
Vice President of the Company and 7,300
President of Partylite Gifts 7,219
Thomas K. Kreilick,............................................... $ 7,342
Vice President of the Company and 7,300
President of Candle Corporation of America 7,219
Howard E. Rose,................................................... $ 6,242
Vice President and Chief Financial Officer 7,300
6,666
</TABLE>
- ------------------------
(1) Amounts reported as All Other Compensation for fiscal 1997 represent Blyth
contributions for the benefit of the Named Executive Officers to the profit
sharing and 401(k) portions of Blyth's Retirement Plan.
------------------------------
INFORMATION REGARDING STOCK OPTIONS AND STOCK APPRECIATION UNITS
1997 OPTION AND STOCK APPRECIATION UNIT EXERCISES AND FISCAL YEAR-END OPTION AND
STOCK APPRECIATION UNIT VALUES
The following table sets forth certain information with respect to option
and stock appreciation unit exercises and with respect to unexercised options
and stock appreciation units held by each of Blyth's Named Executive Officers as
of January 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AND STOCK IN-THE-MONEY OPTIONS AND
VALUE APPRECIATION UNITS STOCK APPRECIATION UNITS
SHARES ACQUIRED REALIZED AT FISCAL YEAR-END AT FISCAL YEAR-END ($)
NAME ON EXERCISE (#) ($) (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE)
- -------------------------- ----------------- ------------ ------------------------- ---------------------------
<S> <C> <C> <C> <C>
Robert B. Goergen......... -- -- -0- -0-
Albert A. Bergeron........ -- -- 8,000/32,000 $177,000/$708,000(1)
Thomas K. Kreilick........ -- -- -0-/336,000 -0-/$1,794,240(2)
Howard E. Rose............ 2,000 $71,500(1) 2,000/16,000 $44,250/$354,000(1)
</TABLE>
- ------------------------
(1) Messrs. Bergeron and Rose hold options to purchase Common Stock, but hold no
stock appreciation units. The value of an "in the money" option represents
the difference between the exercise price of such option and $37 1/8, the
closing price on the New York Stock Exchange, Inc. on January 31, 1997,
multiplied by the total number of shares subject to the exercisable or
unexercisable portion of the option, as the case may be. The value realized
upon exercise of options is based upon the difference between the per-share
exercise price of each such option and the closing price on the NYSE on the
date of exercise.
9
<PAGE>
(2) Thomas K. Kreilick, a Vice President of Blyth and the President of Candle
Corporation of America, holds 336,000 stock appreciation units which provide
that the vested portion of such stock appreciation units will be
automatically exercised upon the first to occur of (i) September 10, 2002,
(ii) the date of termination of Mr. Kreilick's employment (other than for
cause) or (iii) upon the effective date of a Corporate Transaction (defined
to include the merger or other sale of the Company) where the surviving or
successor corporation in such transaction does not assume the stock
appreciation units. Such stock appreciation units vest monthly at a 25%
annual rate, and will be fully vested on September 10, 1997. Upon exercise
of the stock appreciation units, Mr. Kreilick will receive a payment equal
to (i) the per-share book value of the Company's Common Stock on the
exercise date less (ii) the per-share book value of the Company's Common
Stock on September 10, 1992, the date of grant (in each case, as adjusted
for stock splits and the like). The value of the unexercised stock
appreciation units held by Mr. Kreilick ($1,794,240) was calculated using
the book value per share of the Common Stock as of January 31, 1997 ($5.99
per share), less the book value per share as of September 10, 1992, the date
of grant of such stock appreciation units ($0.65 per share), multiplied by
the number of unexercisable stock appreciation units. Mr. Kreilick holds no
options to purchase Common Stock.
------------------------
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Goldman, Preschlack and Stephens served as members of the
Compensation Committee in fiscal 1997. None of such committee members (i) was,
during fiscal 1997, an officer or employee of Blyth or any of its subsidiaries,
(ii) was formerly an officer of Blyth or any of its subsidiaries, or (iii) had
any relationship requiring disclosure by Blyth pursuant to any paragraph of Item
404 of Regulation S-K promulgated by the Securities and Exchange Commission. No
executive officer served as an officer, director, or member of a compensation
committee of any entity an executive officer or director of which is a member of
the Compensation Committee of Blyth or the Blyth Board of Directors.
OMISSION OF CERTAIN TABLES
Information that would be provided in tabular form with respect to option
grants, repricings of options or SAR's or awards under long-term incentive plans
has been omitted since it is not applicable with respect to Blyth's last fiscal
year.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the directors and executive officers of the Company and holders of more than 10%
of the Company's Common Stock to file reports regarding beneficial ownership and
changes in beneficial ownership with the Securities and Exchange Commission and
the New York Stock Exchange. The Company believes that during fiscal 1997 its
directors and executive officers complied with all applicable Section 16(a)
filing requirements.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND
THE FOLLOWING COMPARISON OF TOTAL STOCKHOLDER RETURN SHALL NOT BE INCORPORATED
BY REFERENCE INTO ANY SUCH FILINGS, NOR SHALL THEY BE DEEMED TO BE SOLICITING
MATERIAL OR DEEMED FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.
COMPENSATION COMMITTEE REPORT
The Compensation Committee is responsible for developing and overseeing
compensation policies that are designed to attract, motivate, reward and retain
the broad-based management talent required to achieve the Company's corporate
objectives and increase stockholder value. The Committee believes that corporate
performance and, in turn, stockholder value will be enhanced by a compensation
system which supports and reinforces the Company's key operating and strategic
goals while aligning the financial interests of the Company's management with
those of the stockholders.
10
<PAGE>
The Company's compensation program for management consists of a base salary,
an incentive bonus program, a stock option program and a benefits package. The
base salary and annual incentive bonus program components of the compensation
program have been in effect for a number of years. The stock option component of
the compensation program was adopted by the Board of Directors in March 1994 and
approved by the stockholders at the March 1994 meeting as the Company was
preparing its initial public offering of Common Stock in May 1994. The annual
incentive bonus program for management is the principal short-term incentive
compensation program of the Company tied, for the most part, to achieving
specific financial and management objectives. Cash bonuses are paid following
the conclusion of the Company's fiscal year.
Under the Company's long-term incentive program, the Committee reviews and
approves proposed grants of long-term incentive compensation in the form of
stock options. The Committee considers stock options to be an important means of
ensuring that management focuses on achieving continuing increases in the
profitability of the Company which should enhance the value of its Common Stock.
Because the value of stock options is entirely a function of the value of the
Company's Common Stock, the Committee believes that this component of the
Company's compensation policy directly aligns the interests of management with
those of all of the Company's stockholders.
The process of determining base salary begins with establishing an
appropriate salary range for each officer. Each officer's range is based upon
the particular duties and responsibilities of the officer, as well as salaries
for comparable positions with other companies. No written or formal list of
specific companies is prepared. Instead, the Compensation Committee is provided
with various sources of information about executive compensation at other
companies, as reported in salary surveys published by various organizations. The
Committee, together with Robert B. Goergen, the Chairman, President and Chief
Executive Officer (the "CEO"), uses these sources and makes a determination of
appropriate ranges for each member of management. The base salary of each
individual is set within a range considered appropriate in the judgment of
management and the Committee, based on an assessment of the particular
responsibilities and performance of such officer, the compensation practices in
other companies, and trends in the economy in general during the immediately
preceding year. The salaries of the Company's management are believed, based on
the Committee's experience with respect to compensation practices, to be at
approximately the median of the range of the universe considered to be relevant
in the judgment of the Compensation Committee.
Annual incentive cash bonus awards are based upon the extent to which the
Company and its subsidiaries meet or exceed specified financial goals (such as
meeting or exceeding sales and operating budgets and achieving target levels of
earnings before interest and taxes and return on equity) established by
executive management and the Board of Directors at the beginning of the
Company's fiscal year. Incentive awards are also based on an individual's
performance in achieving specific, annual management objectives which may or may
not be quantifiable. Annually, the nature and extent of each individual's major
accomplishments and contributions for the year are determined through written
information compiled by the CEO, the Vice President-Organizational Development,
and others familiar with the individual's performance. With regard to all
members of management other than the CEO, the CEO evaluates the information and
makes appropriate recommendations to the Committee. The Committee then makes the
final determination of management bonuses.
The compensation of the CEO is reviewed in a manner similar to the
foregoing. Based largely upon the Committee's experience with respect to
compensation practices and, to a lesser extent, on other information such as
salary surveys, the Committee first establishes a base salary for the CEO. An
incentive bonus plan for the CEO is structured in a similar manner as the plan
for other executive officers. Under this incentive plan, the incentive bonus
will be awarded annually as a percentage of base salary, depending on overall
corporate performance. This incentive plan is established with a total cash
compensation amount (base salary plus incentive bonus) in mind considering all
relevant information on comparable companies and available salary survey data.
Stock option grants are awarded by the Compensation Committee annually, with
the exception of executives who may be hired or promoted in the course of the
fiscal year, in which case the Committee may grant awards during the year.
Annual stock option grants take into account the individual executive's
performance, longer-term contributions to the Company, as well as the importance
of the position itself
11
<PAGE>
and external competitive practices. In fiscal 1997, the Company awarded options
to purchase 174,000 shares of Common Stock (in awards ranging from options to
purchase 1,000 shares to options to purchase 40,000 shares) to 40 executives
under its Amended and Restated 1994 Employee Stock Option Plan.
In 1993, the federal income tax laws were amended to limit the deduction a
publicly held company is allowed for compensation paid in 1994 and thereafter to
its CEO and to the four most highly compensated executive officers other than
the CEO. Generally, under Section 162(m) of the Internal Revenue Code of 1986,
as amended, compensation in excess of $1 million in any year to a covered
executive, other than specified performance-based compensation, cannot be
deducted for federal income tax purposes. The Compensation Committee does not
believe that these law changes will have any effect on the Company in the
foreseeable future. Further, the Committee will consider ways to maximize the
deductibility of executive compensation, while retaining the discretion the
Company deems necessary to compensate executive officers in a manner
commensurate with their performance and the competitive environment for
executive talent.
<TABLE>
<S> <C> <C>
John E. Preschlack, Neal I. Goldman Frederick H. Stephens, Jr.
Chairman
</TABLE>
COMPARISON OF TOTAL STOCKHOLDER RETURN
The performance graph set forth below reflects the cumulative total
stockholder returns (price appreciation and reinvestment of dividends) of Blyth
compared to the S&P 500 Index and the Russell 2000 Index for the period
commencing May 18, 1994 (the date of Blyth's initial public offering) through
January 31, 1997. The graph assumes the investment of $100 in Blyth stock and
such indexes on May 18, 1994.
Blyth believes that it is unique and does not have comparable industry
peers. Because Blyth's competitors are not public companies or are themselves
subsidiaries of public companies engaged in multiple lines of business, Blyth
believes that it is not possible to compare Blyth's performance against that of
its competition. In the absence of a satisfactory peer group, Blyth believes
that it is appropriate to compare Blyth with the companies comprising the
Russell 2000. The companies in the Russell 2000 are typically companies which
have a market capitalization similar to the Company.
[GRAPH]
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
-------------------------------------
5/18/94 1/31/95 1/31/96 1/31/97
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Company....................................................................... 100 170 339 450
S&P 500....................................................................... 100 104 140 173
Russell 2000.................................................................. 100 100 128 150
</TABLE>
12
<PAGE>
ITEM 2--RATIFICATION OF APPOINTMENT OF AUDITORS
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
On April 8, 1997, the Board of Directors of the Company, acting upon the
recommendation of its Audit Committee, determined not to engage Grant Thornton
LLP ("Grant Thornton") as the primary independent auditors of the Company for
the coming fiscal year ending January 31, 1998. The Board of Directors of the
Company, acting upon the recommendation of its Audit Committee, has appointed
Coopers & Lybrand as the primary independent auditors of the Company for the
coming fiscal year ending January 31, 1998. Grant Thornton has been previously
engaged to audit the Company's financial statements for seven years, including
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 Company's Annual Report on Form 10-K for the fiscal year ended January
31, 1997 and (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 Company which were
issued to the former shareholders of New Ideas International, Inc. in connection
with the Company's December 1996 acquisition of New Ideas International, Inc.
The Company expects to file such Registration Statement on or about the date of
mailing of this Proxy Statement.
Grant Thornton's report on the financial statements of the Company 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 Company'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 Company's financial statements.
The proxy, unless otherwise directed thereon, will be voted for a resolution
ratifying the action of the Board appointing the firm of Coopers & Lybrand as
independent accountants to make an audit of the accounts of the Company for
fiscal 1998. The names of the Directors serving on the Audit Committee are set
forth on page six, under the heading "Board and Committee Meetings." The vote
required for ratification is a majority of shares voting. If the resolution is
rejected, or if Coopers & Lybrand declines to act or becomes incapable of
acting, or if their employment is discontinued, the Board, on the Audit
Committee's recommendation, will appoint other accountants whose continued
employment after the Annual Meeting may be, but is not required to be, subject
to ratification by the stockholders.
A representative of each of Grant Thornton and Coopers & Lybrand will be
present at the Annual Meeting to respond to appropriate questions of
stockholders and to make a statement if he or she so desires.
------------------------
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at Blyth's 1998 Annual
Meeting of Stockholders must be received at Blyth's principal executive offices
located at 100 Field Point Road, Greenwich, Connecticut 06830 on or before
December 30, 1997 for consideration for inclusion in Blyth's Proxy Statement and
form of proxy relating to that meeting.
OTHER MATTERS
As of the date of this Proxy Statement, Blyth's management does not know of
any business, other than that mentioned above, which will be presented for
consideration at the Annual Meeting. However, if any other matters should
properly come before the Annual Meeting, it is the intention of the persons
named in
13
<PAGE>
the accompanying form of proxy to vote the proxies in accordance with their best
judgment on such matters.
FINANCIAL STATEMENTS
Blyth's audited consolidated financial statements as at January 31, 1997 and
1996, and for the periods ended January 31, 1997, 1996 and 1995, are included as
part of the Annual Report which accompanies this Proxy Statement.
STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF BLYTH'S ANNUAL REPORT ON
FORM 10-K FOR THE YEAR ENDED JANUARY 31, 1997, WHICH HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, BY WRITING TO INVESTOR RELATIONS DEPARTMENT,
BLYTH INDUSTRIES, INC., 100 FIELD POINT ROAD, GREENWICH, CONNECTICUT 06830.
By Order of the Board of Directors,
Bruce D. Kreiger, Secretary
April 29, 1997
14
<PAGE>
PROXY BLYTH INDUSTRIES, INC. PROXY
This Proxy is solicited on behalf of the Board of Directors
for the Annual Meeting of Stockholders to be held on June 4, 1997
The undersigned appoints Robert B. Goergen and Howard E. Rose, or either
of them, proxies for the undersigned, each with full power of substituion, to
attend the Annual Meeting of Stockholders of Blyth Industries, Inc., to be
held on June 4, 1997 at 9:00 a.m., Chicago time, and at any adjournments or
postponements of the Annual Meeting, and to vote as specified in this Proxy
all the Common Stock of the Company which the undersigned would be entitled
to vote if personally present. This Proxy also provides confidential voting
instructions to the Trustees of the Blyth Industries, Inc. Profit Sharing
Retirement Plan with respect to shares of Common Stock held in accounts under
such Plan. This Proxy when properly executed will be voted in accordance with
your indicated directions. If no direction is made, this Proxy will be voted
FOR the election of Directors and FOR the ratification of auditors. On any
other matters which may come before the Annual Meeting, and any adjournments
or postponements thereof, this Proxy will be voted in the discretion of the
persons named as proxies or the Trustees (in the case of participants in the
Plan referred to above).
The Board of Directors recommends a vote FOR the election of Directors
and FOR the ratification of auditors.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN AND DATE THIS PROXY ON THE
REVERSE SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
(Continued and to be signed on reverse side)
- --------------------------------------------------------------------------------
<PAGE>
BLYTH INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. //
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Withhold
For Authority For All
1. Election of Directors: All For All Except those whose name(s) appear below.
Nominees: Roger A. Anderson, Pamela M. Goergen
and Robert H. Morley // // // _______________________________________________________
2. Ratification of the appointment For Against Abstain
of Coopers & Lybrand L.L.P., as the // // //
Company's independent auditor for
the upcoming year.
3. In their discretion upon such other
matters as may properly come before
the meeting and any adjournments or
postponements thereof.
Please complete, sign and mail the proxy
promptly in the enclosed envelope. No
postage is required for mailing in
United States.
Dated: ____________________, 1997
Signature(s) ___________________________________________
________________________________________________________
Important: Please date this proxy and sign exactly as
your name appears on this proxy. If shares are held by
joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian,
please give title as such. If a corporation, please sign
in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.
</TABLE>
- --------------------------------------------------------------------------------
TRIANGLE FOLD AND DETACH HERE TRIANGLE
ANNUAL MEETING
OF
Blyth Industries, Inc.
Wednesday, June 4, 1997
9:00 a.m.
Bank of America Illinois
Shareholders Room
231 South LaSalle Street
21st Floor
Chicago, IL 60697
3472-Blyth Industries, Inc.
