<PAGE>
REGISTRATION NO. 333-59847
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
BLYTH INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C>
DELAWARE 36-2984916
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
</TABLE>
100 FIELD POINT ROAD
GREENWICH, CONNECTICUT 06830
(203) 661-1926
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------------------
ROBERT B. GOERGEN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
BLYTH INDUSTRIES, INC.
100 FIELD POINT ROAD
GREENWICH, CONNECTICUT 06830
(203) 661-1926
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
BRUCE D. KREIGER, ESQ. HAROLD B. FINN III, ESQ.
BLYTH INDUSTRIES, INC. FINN DIXON & HERLING LLP
100 FIELD POINT ROAD ONE LANDMARK SQUARE
GREENWICH, CONNECTICUT 06830 STAMFORD, CONNECTICUT 06901
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: From
time to time after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
BLYTH INVESTDIRECT(SM) STOCK PURCHASE PLAN
<PAGE>
PROSPECTUS
BLYTH INDUSTRIES, INC.
BLYTH INVESTDIRECT(SM) STOCK PURCHASE PLAN
This Prospectus describes the Blyth INVESTDIRECT(SM) Stock Purchase Plan (the
"Plan"), a direct stock purchase plan of Blyth Industries, Inc. ("Blyth" or the
"Company"). This Prospectus relates to the offer of up to 500,000 shares of
Blyth's Common Stock, par value $0.02 per share ("Common Stock") pursuant to the
Plan; it should be retained by participants in the Plan for future reference.
The Plan is designed to provide the employees and stockholders of Blyth, as well
as others, a convenient means by which to purchase shares of Blyth's Common
Stock. As a Plan participant you may:
- Become a first time Blyth stockholder by purchasing shares of Blyth Common
Stock directly through the Plan.
- Purchase or sell shares of Blyth Common Stock easily and at low cost.
- Purchase shares of Blyth Common Stock with automatic debits from your bank
account, additional cash contributions or, in the case of employees of
Blyth, automatic payroll deductions.
- Transfer or gift your shares of Blyth Common Stock easily.
- Enjoy "certificateless" ownership of your Blyth shares and easy tracking
of your investment.
The Common Stock is traded on the New York Stock Exchange ("NYSE") under the
symbol "BTH." On September 29, 1998, the last reported sales price of the Common
Stock on the NYSE was $28 1/8 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The words "Blyth INVESTDIRECT"(SM) are a service mark of Blyth Industries, Inc.
SEPTEMBER 30, 1998
<PAGE>
BLYTH INDUSTRIES, INC.
BLYTH INVESTDIRECT(SM) STOCK PURCHASE PLAN
------------------------
PROSPECTUS
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Company............................................................ 2
The Blyth INVESTDIRECT(SM) Stock Purchase Plan......................... 2
Legal Matters.......................................................... 12
Experts................................................................ 12
Available Information.................................................. 12
Incorporation of Certain Documents By Reference........................ 13
</TABLE>
------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER TO SELL OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING
THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY DATE SUBSEQUENT TO THE DATE HEREOF.
September 30, 1998
<PAGE>
BLYTH INVESTDIRECT(SM)
THE COMPANY
Blyth designs, manufactures, markets and distributes an extensive line of
candles and home fragrance products, including scented candles, outdoor lighting
products, potpourri and environmental home fragrance products, and markets a
broad range of related candle accessories and decorative gift bags and tags.
These products are sold under various brand names, including the names Colonial
Candle of Cape Cod-Registered Trademark-, PartyLite Gifts-Registered Trademark-,
Carolina Designs-TM-, Ambria-TM-, Canterbury-TM-,
Florasense-Registered Trademark-, Jeanmarie-Registered Trademark- and
FilterMate-Registered Trademark-. Blyth is also a leading producer of portable
heating fuel products sold under the Sterno-Registered Trademark- and Handy
Fuel-Registered Trademark- brand names. Blyth markets its products through a
wide variety of distribution channels, including a network of sales
representatives and home party plan independent sales consultants serving the
consumer market, and independent sales representatives and distributors serving
the institutional market. Consumable products, which include candles, scented
candles, outdoor lighting products, potpourri, other fragrance products,
portable heating fuels and decorative gift bags and tags, account for
approximately 60% of Blyth's net sales and candle accessories account for the
balance of net sales. Blyth believes that it is a leading supplier in the
natural home fragrance industry based on net sales and the breadth of
distribution channels served.
Blyth was incorporated under Delaware law in 1977. Its principal executive
offices are located at 100 Field Point Road, Greenwich, Connecticut 06830 and
its telephone number is (203) 661-1926.
THE BLYTH INVESTDIRECT(SM) STOCK PURCHASE PLAN
PURPOSE
The purpose of the Plan is to promote long-term stock ownership by Blyth
employees and by existing and new stockholders of the Company.
PLAN ADMINISTRATION
Blyth has appointed the existing Transfer Agent for Blyth Common Stock, Harris
Trust and Savings Bank ("Harris Bank"), as the Plan
2
<PAGE>
BLYTH INVESTDIRECT(SM)
Agent to administer the Plan and to act as Agent for all Plan participants. As
Plan Agent, Harris Bank will purchase and hold shares of Common Stock for the
Plan participants, keep records, send statements, and perform other duties
required by the Plan. You may send correspondence to the Plan Agent addressed as
follows:
Harris Bank
Blyth INVESTDIRECT(SM) Stock Purchase Plan
P.O. Box A3309
Chicago, Illinois 60690-3309
You may also correspond with the Plan Agent by phone, FAX or by contacting its
web site, as follows:
Harris Bank
Phone: 1-877-424-1968 (toll free)
FAX: 1-312-461-5543
web site: www.harris.com
ENROLLMENT
If you own shares of Blyth Common Stock that are registered in your name, you
may join the Plan by completing the Enrollment Form for Registered Shareholders
and returning it by mail to the address specified in such Enrollment Form.
If you own shares of Blyth Common Stock, but they are held in the name of a bank
nominee or a broker in "street name," you may ask your bank or a broker to
register some or all of your Blyth shares directly in your name, or you may have
them send your shares directly to Harris Bank (contact Harris Bank for delivery
instructions). In either case, you may then enroll in the Plan as explained
above. Alternatively, you may leave your existing shares in street name and
separately enroll in the Plan as explained in the next paragraph.
If you do not own any shares of Blyth Common Stock, or if you own only shares
registered in street name which you do not want to enroll in the Plan, you may
enroll in the Plan by completing the Enrollment Form for Non-Registered
Shareholders and returning it by mail to the address specified in such
Enrollment Form. If you do not elect to make investments through an automatic
monthly withdrawal from your bank account, or through a payroll deduction, as
described below, you must enclose a check or money order, in U.S. dollars, for
at least
3
<PAGE>
BLYTH INVESTDIRECT(SM)
$250, $10 of which will be applied toward payment of an initial enrollment fee
and the balance of which will be applied towards your initial investment.
If you have elected to make investments through an automatic monthly withdrawal
from your bank account, you must enclose a check or money order, in U.S.
dollars, for at least $50, $10 of which will be applied toward payment of an
initial enrollment fee and the balance of which will be applied towards your
initial investment.
If you are an employee of Blyth or one of its subsidiaries who has elected to
make investments through an automatic payroll deduction, you may enroll by
completing the Enrollment Form for Employees of Blyth Industries, Inc. and its
subsidiaries and returning it by mail to the address specified in such
Enrollment Form. Blyth has waived the enrollment fee, as well as the obligation
to make an initial investment by check or money order, for any employee of Blyth
who has elected to make investments through an automatic payroll deduction.
YOUR INVESTMENT OPTIONS
Once enrolled in the Plan, you may purchase additional Blyth shares at any time
by using the Plan's optional cash investment feature. You must invest at least
$50 at any one time and your optional cash investments during any one calendar
month may not exceed $10,000. Your additional investments may be made by mailing
a check or money order in U.S. dollars to Harris Bank using the tear-off form on
your Plan Statement.
You may also purchase Blyth shares by authorizing an automatic monthly
withdrawal from your bank account of at least $50 but not more than $10,000.
Investments of automatic monthly withdrawals from your bank account will
generally occur on the third Thursday of every month if a business day, or if
not, on the next business day (the "Monthly Withdrawal Investment Date"). In
order to allow for orderly purchases, the funds will be deducted from your bank
account five business days prior to the Monthly Withdrawal Investment Date.
Automatic monthly withdrawals will begin in the month after your automatic
monthly withdrawal election has been processed.
Employees of Blyth and its subsidiaries may purchase Blyth shares by authorizing
an automatic payroll deduction of at least $50 in the case
4
<PAGE>
BLYTH INVESTDIRECT(SM)
of those employees who are paid bi-weekly, which will be deducted each month
from the first paycheck of the month, and at least $10 in the case of employees
who are paid weekly, which will be deducted from each paycheck. Investments of
automatic payroll deductions will generally occur on the 15th day of every month
if a business day, or if not, on the next business day (the "Payroll Deduction
Investment Date"). Automatic payroll deductions will begin at the end of the
first full payroll period after your automatic payroll deduction election has
been processed.
PURCHASING YOUR SHARES
Harris Bank may purchase shares of Blyth Common Stock either in the open market
or directly from Blyth. Shares purchased directly from Blyth will be issued from
authorized but unissued or treasury shares. Harris Bank will make purchases for
initial and optional cash investments on a monthly basis.
For Plan shares purchased on the open market, your purchase price will be the
weighted average price paid by Harris Bank on the day the shares are purchased,
plus, except in the case of an investment made pursuant to an automatic payroll
deduction, both a service charge and a brokerage commission. The brokerage
commission will be $0.10 per share (or fraction of a share) purchased. In
general, the service charge will be $5.00 per transaction. However, if you have
elected to make investments through automatic monthly withdrawals from your bank
account, the service charge will only be $1.50 per transaction. Moreover, if you
are an employee of Blyth who has elected to make automatic investments through
payroll deductions, you will not be charged a service charge or a brokerage
commission for investments made through automatic payroll deductions.
If you authorize automatic monthly withdrawals from your bank account, your
money will be transferred five business days prior to the Monthly Withdrawal
Investment Date, and such funds generally will be invested no later than the
Monthly Withdrawal Investment Date.
If you are an employee of Blyth or one of its subsidiaries, and if you authorize
automatic payroll deductions, the funds that you have elected to invest will be
deducted from your payroll on the first payday of each month, in the case of
employees who are paid bi-weekly, and every payday, in the case of employees who
are paid on a weekly
5
<PAGE>
BLYTH INVESTDIRECT(SM)
basis. Such payroll deductions generally will be invested no later than the
Payroll Deduction Investment Date.
If you are making an investment otherwise than through an automatic monthly
withdrawal or an automatic payroll deduction, your funds generally will be
invested on the third Thursday of the month if a business day, or if not, on the
next business day, so long as such funds are received by Harris Bank five
business days prior to such investment date.
For Plan shares purchased from Blyth, your price will be the average of the
daily high and low sales prices of Blyth shares as reported by the New York
Stock Exchange on the purchase date.
After each transaction, Harris Bank will send you a statement which will include
the purchase price of your shares and the brokerage commission charged.
TIMING AND CONTROL OF PURCHASES
Harris Bank will arrange for the purchase of all Blyth shares for the Plan.
Neither Blyth nor any Plan participant will control either the timing or pricing
of shares purchased. Accordingly, you will bear any risk associated with
fluctuations in the market price of Blyth Common Stock while your funds are held
pending investment. In addition, you will not earn interest on cash held by the
Plan Agent for your account pending investment.
ALL CASH INVESTMENTS ARE SUBJECT TO COLLECTION BY HARRIS BANK
If your check or automatic monthly withdrawal from a bank account is rejected
because of insufficient funds, Harris Bank will charge you an uncollected funds
fee of $25.00, cancel your purchase request and immediately remove any shares of
Blyth Common Stock purchased on the credit of the uncollected funds. Harris Bank
may sell such shares to satisfy any uncollected amounts plus the $25 fee, and,
if the proceeds of such sale are insufficient, Harris Bank may sell additional
shares from your Plan account until the uncollected balance and such fee are
satisfied in full.
6
<PAGE>
BLYTH INVESTDIRECT(SM)
GIFTS
You may make gifts of Blyth shares held by you in the Plan to another person by
calling Harris Bank and requesting transfer instructions. Gifts must be a
minimum of five shares and must be made in whole shares. Once your completed
transfer instructions are received, your request will be processed promptly by
Harris Bank. A $5 service charge will be imposed with respect to each such gift.
You may also make a gift by establishing a new account and making an initial
investment in the recipient's name. If the recipient is already a Plan
participant, you may make a gift by making an optional cash investment in the
recipient's name. However, whether you are establishing an account or making an
optional cash investment as a gift, you are subject to minimum requirements and
enrollment fees established by the Plan, as well as a gift service charge of $5.
"CERTIFICATELESS" HOLDING OF YOUR BLYTH SHARES
The Plan permits you to deposit all of your Blyth stock certificates with Harris
Bank. By doing so, shares which you deposit and all shares purchased under the
Plan will be held in book entry form and no certificate will be issued. As a
Plan participant, you will receive semi-annual statements from Harris Bank
advising you as to the number of shares in your account. You may sell, transfer
or make gifts of stock simply by giving Harris Bank written instructions. At any
time, if you want certificates for some or all of your shares, you must send a
written request to Harris Bank and they will send you your certificates.
To deposit certificates for shares of Blyth Common Stock you already own into
your Plan account, send them by insured mail with appropriate instructions to:
Harris Bank
Blyth INVESTDIRECT(SM) Stock Purchase Plan
P.O. Box A3309
Chicago, Illinois 60690-3309
OBTAINING STOCK CERTIFICATES FOR YOUR PLAN SHARES
To obtain a stock certificate for any or all of your shares of Blyth Common
Stock that are purchased pursuant to the Plan, complete the tear-off form on
your Plan Statement and mail or fax both sides of the
7
<PAGE>
BLYTH INVESTDIRECT(SM)
form to Harris Bank at 1-312-461-5543. Stock certificates will not be issued for
fractions of shares.
YOUR PLAN STATEMENTS AND CONFIRMATIONS
Harris Bank will mail you a semi-annual statement showing all transactions for
your account during the preceding six months, including year-to-date and other
account information. Each time you purchase, deposit, transfer, gift or withdraw
shares, Harris Bank will send you a transaction statement.
YOUR RIGHTS AS A BLYTH STOCKHOLDER
Plan participants possess all of the rights and privileges that any Blyth
stockholder enjoys. As a Blyth stockholder, you will also receive copies of all
communications sent generally to Blyth stockholders, including annual reports
and proxy statements. The proxy statement and proxy form for meetings of Blyth
stockholders will cover all the Blyth shares you own, including any shares you
own directly outside of the Plan (other than shares held in street name, as to
which a separate mailing will be made). The proxy allows you to indicate how you
want your shares to be voted.
CHANGING YOUR INVESTMENT OPTIONS
You may change or stop automatic monthly withdrawals from your bank account by
mailing the tear-off form on your Plan Statement to Harris Bank. Harris Bank
must receive your written request at least five business days before the date of
the next automatic withdrawal. Forms may be obtained by calling Harris Bank at
1-877-424-1968 (toll free). If you are an employee of Blyth or one of its
subsidiaries, you may change or stop your automatic payroll deductions by
notifying your payroll manager that you wish to change or stop such deductions
(subject to Blyth's stock trading "blackout" policies for its employees as in
effect from time to time), in which event the deductions will be stopped or
changed as soon as practicable after the date of your notice.
REFUNDS
You may obtain a refund of your initial investment or any optional cash
investment if your written request for refund is received by Harris
8
<PAGE>
BLYTH INVESTDIRECT(SM)
Bank at least two business days prior to the investment date. Harris Bank will
mail you a refund check within approximately two weeks of your request.
SELLING YOUR SHARES
You may sell some or all of your shares held in the Plan by mailing the tear-off
form on your Plan Statement to Harris Bank. Harris Bank will generally sell
shares on a weekly basis, usually on the first business day of the week.
Consequently, sale instructions received on any given business day will
generally be executed within five business days. Your sales price will be the
weighted average price received by Harris Bank for all sales made on the day on
which your shares are sold. The cash proceeds that you will receive for the
shares sold will be equal to this weighted average daily sales price, less both
a service charge of $10.00 and a brokerage commission of $0.10 per share (or
fraction of a share). Please note that Harris Bank cannot accept instructions to
sell on a specific day or at a specific price. Harris Bank will mail you a check
for the net proceeds from the sale of your shares within three business days
after the settlement date.
If you prefer, you may withdraw your Blyth shares from the Plan and sell them
through your broker.
WITHDRAWAL FROM THE PLAN
You may withdraw from the Plan at any time by giving written notice of your
desire to withdraw to Harris Bank. Upon withdrawal, you may instruct Harris Bank
to sell your Blyth shares held in the Plan, as described above, or to send you
stock certificates for all of your Blyth shares in the Plan. Fractional shares
will be liquidated and Harris Bank will send the net proceeds to you. Forms for
withdrawing from the Plan will be provided by Harris Bank upon request.
If the shares in your Plan account fall below one full share, Harris Bank will
automatically liquidate the fractional share, close your Plan account and send
the net proceeds to you. Sales of a fractional share will be subject to the same
service charges and brokerage commissions as a sale of a whole share.
9
<PAGE>
BLYTH INVESTDIRECT(SM)
FEES
All Plan fees and charges are subject to change by Blyth and Harris Bank.
Participants will be notified promptly of any changes. The current Plan fees and
charges are as follows:
<TABLE>
<CAPTION>
DESCRIPTION AMOUNT
- ------------------------------------------------------- ---------------------
<S> <C>
Initial enrollment fee, if applicable*................. $10.00
Service charge for optional cash investments........... $5.00 per purchase
Service charge for investment of automatic bank
withdrawals.......................................... $1.50 per purchase
Brokerage commissions on purchase of Plan shares*...... $0.10 per share
Service charge for sale of Plan shares................. $10.00 per sale
Brokerage commissions on sale of Plan shares........... $0.10 per share
Gifts of shares........................................ $5.00 per gift
Certificate deposit ("Certificateless Holdings")....... No Charge
Previous years' Plan statements........................ $10.00 per year
Charge for dishonored checks/automatic monthly
withdrawals.......................................... $25.00
</TABLE>
- ------------------------
* Blyth employees who have elected to make investments through automatic
payroll deductions will not be charged an initial enrollment fee nor will
they be charged a service charge or brokerage commissions for the purchase
of shares through payroll deductions.
TAX CONSEQUENCES
If you are an employee of Blyth or one of its subsidiaries who has elected to
make investments though automatic payroll deductions, the brokerage commissions
on the purchase on the open market of Plan shares acquired with funds derived
from such automatic payroll deductions, as well as service charges of Harris
Bank for such purchases ($1.00 per transaction), will be considered taxable
income to you because they will be paid for your account by Blyth. The total
amount of such commissions and service charges will be reported to you on your
W-2 and will be subject to payroll withholding in accordance with applicable
law. Such amounts will also be reported to the Internal
10
<PAGE>
BLYTH INVESTDIRECT(SM)
Revenue Service and, where applicable, to state tax authorities shortly after
the close of each year.
All Blyth shares that are sold through Harris Bank will be reported to the IRS
as required by law. Any profit or loss you incur should be reflected when you
file your income tax returns. A transfer of shares to the Plan or withdrawal of
shares which are not actually sold will not generate a gain or loss for federal
income tax purposes.
Be sure to keep your Plan Statements for income tax purposes.
If you have any questions about the tax treatment of any transaction or your
participation in the Plan, please consult your tax advisor.
CHANGES TO THE PLAN
Blyth may terminate or change the Plan, including its fees and charges, at any
time. We will send you written notice of any significant changes. Blyth and
Harris Bank also have the right to adopt other rules and regulations from time
to time in order to enhance the operation of the Plan.
STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS
In the event that shares of Blyth Common Stock are distributed in connection
with any stock dividend, stock split or similar transaction, each Plan account
will be adjusted to reflect the receipt of the distributed shares in book entry
form. Your Plan Statement will reflect any such adjustments.
RESPONSIBILITIES OF BLYTH AND HARRIS BANK
Neither Blyth nor Harris Bank shall be liable for any act, or for any failure to
act, as long as they have made good faith efforts to carry out the terms of the
Plan, as described in this Prospectus.
FOREIGN INVESTORS
If you are a non-U.S. investor, you are responsible for ensuring that your
participation in the Plan does not violate any laws of your home country, and
neither Blyth nor Harris Bank will be responsible for compliance with
non-U.S.laws. Blyth reserves the right to limit or deny enrollment in the Plan
by any non-U.S. investor.
11
<PAGE>
BLYTH INVESTDIRECT(SM)
USE OF PROCEEDS
The proceeds from the sale by Blyth of newly issued shares will be used for
general corporate purposes.
LEGAL MATTERS
Certain legal matters in connection with the Plan will be passed upon for Blyth
by Finn Dixon & Herling LLP, Stamford, Connecticut. As of the date hereof,
certain attorneys who are partners of, or employed by, Finn Dixon & Herling LLP,
and who have provided advice with respect to the offer and sale of securities
pursuant to the Plan, beneficially own an aggregate of 15,150 shares of Common
Stock.
EXPERTS
The audited consolidated financial statements and schedules of the Company as of
January 31, 1997 and for each of the two fiscal years ended January 31, 1996 and
1997, incorporated by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1998 into this Prospectus and elsewhere in
the Registration Statement of which this Prospectus forms a part, have been
incorporated by reference in reliance upon the reports of Grant Thornton LLP,
independent certified public accountants, and upon the authority of that firm as
experts in accounting and auditing.
The audited consolidated financial statements and schedules of the Company as of
January 31, 1998 and for the fiscal year ended January 31, 1998, incorporated by
reference from the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998 into this Prospectus and elsewhere in the Registration
Statement of which this Prospectus forms a part, have been incorporated herein
in reliance upon the reports of PricewaterhouseCoopers LLP (Coopers & Lybrand
L.L.P. prior to its July 1, 1998 with Price Waterhouse LLP), independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
AVAILABLE INFORMATION
A Registration Statement on Form S-3 under the Act, including amendments
thereto, relating to the shares of Common Stock offered
12
<PAGE>
BLYTH INVESTDIRECT(SM)
pursuant to the Plan has been filed by the Company with the Securities and
Exchange Commission (the "Commission"), Washington, D.C. This Prospectus does
not contain all of the information set forth in the Registration Statement and
the exhibits and schedules thereto. For further information with respect to the
Company and the shares of Common Stock offered pursuant to the Plan, you may
refer to such Registration Statement and exhibits and schedules filed as a part
thereof. The Company also files periodic reports, proxy statements and other
information with the Commission. You may inspect a copy of the Registration
Statement and such other materials without charge at the Public Reference
Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
7 World Trade Center, Suite 1300, New York, New York 10048 and Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may
also obtain copies of all or any portion of the Registration Statement and other
such materials from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of prescribed fees. Copies of
such documents may also be inspected at the offices of the New York Stock
Exchange located at 20 Broad Street, New York, New York 10005. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of the Commission's Web site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference:
(1) The Company's Annual Report on Form 10-K for the year ended January 31,
1998, including portions of the Company's Proxy Statement dated April
29, 1998 relating to the Company's 1998 Annual Meeting of Stockholders
and portions of the Company's Annual Report to Stockholders for the
fiscal year ended January 31, 1998, which are incorporated therein by
reference.
(2) The Company's Proxy Statement dated April 29, 1998.
13
<PAGE>
BLYTH INVESTDIRECT(SM)
(3) The description of the Common Stock of the Company which is contained in
the registration statement on Form 8-A filed by the Company on April 19,
1994.
(4) The Company's Current Report on Form 8-K filed on June 5, 1998.
(5) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended April 30, 1998 and July 31, 1998.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this offering shall be incorporated by reference into this Prospectus and
shall be deemed to be part of this Prospectus from the date of filing of such
reports and documents. Any statement contained herein or in a document
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide, upon request, without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus has been delivered, a
copy of any or all of the documents which have been or may be incorporated in
this Prospectus by reference, other than certain exhibits to such documents
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates. Requests for such copies should
be directed to: Blyth Industries, Inc., 100 Field Point Road, Greenwich,
Connecticut 06830 (Attention: Investor Relations Department) (telephone: (203)
661-1926).
14
<PAGE>
BLYTH INVESTDIRECT(SM) STOCK PURCHASE PLAN
ENROLLMENT FORM FOR REGISTERED SHAREHOLDERS
ACCOUNT LEGAL REGISTRATION (CHOOSE ONE)
<TABLE>
<S> <C> <C> <C> <C> <C>
/ / SINGLE/JOINT ACCOUNT* / / CUSTODIAL ACCOUNT* / / TRUST ACCOUNT*
Name Custodian's Name Trust Name or Beneficiary
Joint Owner (if any) Minor's Name Trustee Name
Joint Owner (if any) Minor's State of Residence Date of Trust
* Joint account will be presumed to be * A minor is the beneficial owner of the * Trust account is established in
joint tenants with right of survivorship account with an adult custodian managing accordance with the provisions of a trust
unless restricted by applicable state law the account until the minor becomes of agreement.
or otherwise indicated. Only one Social age, as specified in the Uniform Gifts To
Security Number is required. Minors Act in the minor's state of
residence.
SOCIAL SECURITY NUMBER
SHOULD BE THAT OF (1) A MINOR FOR A CUSTODIAL ACCOUNT, OR (2) A GIFT RECIPIENT IF ENROLLMENT REPRESENTS A GIFT.
ACCOUNT ADDRESS
Street, City, State, Zip Code and Daytime Telephone Number
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ENCLOSED IS A CHECK FOR $ , .
</TABLE>
The minimum initial investment is $250 (or $50 if you elect automatic deductions
from your bank or financial institution), the maximum initial investment is
$10,000. No interest will be paid on funds held pending investment.
/ / AUTOMATIC DEDUCTIONS Please check this box and complete the Automatic
Deductions Form on the reverse side if you wish to make additional cash
investments by Automatic Deductions from your bank or financial institution.
Participation in the Plan is subject to the terms outlined in the Prospectus,
which I (we) have fully read. Participation in the Plan may be terminated at any
time by sending written instructions signed by all registered owners to Harris
Bank at the address listed in the Prospectus. I (we) hereby warrant, under
penalties of perjury, that the social security number provided is correct. If I
(we) have checked the automatic deduction box above, I (we) hereby authorize
Harris Trust and Savings Bank to make monthly automatic transfers of funds from
the checking or savings account in the amount stated. This monthly deduction
will be used to purchase shares of Blyth Industries, Inc. common stock for
deposit into my (our) account.
<TABLE>
<S> <C> <C> <C>
Signature: Date:
Daytime
Signature: Telephone Number:
</TABLE>
<PAGE>
AUTHORIZATION FORM FOR AUTOMATIC DEDUCTION
Complete this form if you wish to purchase additional shares by AUTOMATIC
DEDUCTIONS from your bank or financial institution. Please complete all 6 steps.
<TABLE>
<S> <C> <C>
1. TYPE OF ACCOUNT: Check One. / / Checking Account / / Savings Account
2. BANK ACCOUNT NUMBER: Enter your bank account number found in the lower left portion of your check or
deposit slip as illustrated in the example below.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3. BANK ROUTING NUMBER (ABA): Enter your bank's 9 digit number (ABA number) found in the lower left
portion of your check or deposit slip as illustrated below.
<CAPTION>
<CAPTION>
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
4. AMOUNT OF AUTOMATIC DEDUCTION Enter the amount to be deducted from your
bank account approximately five business days prior to the third Thursday
of each month. ($50 minimum; $10,000 maximum per month.)
$ , .
<CAPTION>
</TABLE>
<TABLE>
<S> <C> <C>
5. NAME ON BANK ACCOUNT: Enter the name that appears on the bank account as illustrated in the example
below.
6. FINANCIAL INSTITUTION: Enter the information on your financial institution as illustrated in the
example below.
</TABLE>
<TABLE>
<S> <C> <C>
FINANCIAL
INSTITUTION
BRANCH
NAME
BRANCH
STREET ADDRESS
BRANCH
CITY, AND ZIP CODE
Please enclose a copy of a VOIDED check or a savings deposit slip to verify banking information.
USE THIS ILLUSTRATION AS A GUIDE TO COMPLETE THE ABOVE FORM
</TABLE>
[LOGO]
Completed and signed form should be mailed with your check or money order to:
Harris Bank
Blyth INVESTDIRECT(SM) Stock Purchase Plan
P.O. Box A3309
Chicago, Illinois 60690-3309
<PAGE>
BLYTH INVESTDIRECT(SM) STOCK PURCHASE PLAN
ENROLLMENT FORM FOR NON-REGISTERED SHAREHOLDERS
ACCOUNT LEGAL REGISTRATION (CHOOSE ONE)
<TABLE>
<S> <C> <C> <C> <C> <C>
/ / SINGLE/JOINT ACCOUNT* / / CUSTODIAL ACCOUNT* / / TRUST ACCOUNT*
Name Custodian's Name Trust Name or Beneficiary
Joint Owner (if any) Minor's Name Trustee Name
Joint Owner (if any) Minor's State of Residence Date of Trust
* Joint account will be presumed to be * A minor is the beneficial owner of the * Trust account is established in
joint tenants with right of survivorship account with an adult custodian managing accordance with the provisions of a trust
unless restricted by applicable state law the account until the minor becomes of agreement.
or otherwise indicated. Only one Social age, as specified in the Uniform Gifts To
Security Number is required. Minors Act in the minor's state of
residence.
SOCIAL SECURITY NUMBER
SHOULD BE THAT OF (1) A MINOR FOR A CUSTODIAL ACCOUNT, OR (2) A GIFT RECIPIENT IF ENROLLMENT REPRESENTS A GIFT.
ACCOUNT ADDRESS
Street, City, State, Zip Code and Daytime Telephone Number
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ENCLOSED IS A CHECK FOR $E , .
</TABLE>
The minimum initial investment is $250 (or $50 if you elect automatic deductions
from your bank or financial institution), the maximum initial investment is
$10,000. No interest will be paid on funds held pending investment.
/ / AUTOMATIC DEDUCTIONS Please check this box and complete the Automatic
Deductions Form on the reverse side if you wish to make additional cash
investments by Automatic Deductions from your bank or financial institution.
Participation in the Plan is subject to the terms outlined in the Prospectus,
which I (we) have fully read. Participation in the Plan may be terminated at any
time by sending written instructions signed by all registered owners to Harris
Bank at the address listed in the Prospectus. I (we) hereby warrant, under
penalties of perjury, that the social security number provided is correct. If I
(we) have checked the automatic deduction box above, I (we) hereby authorize
Harris Trust and Savings Bank to make monthly automatic transfers of funds from
the checking or savings account in the amount stated. This monthly deduction
will be used to purchase shares of Blyth Industries, Inc. common stock for
deposit into my (our) account.
<TABLE>
<S> <C> <C> <C>
Signature: Date:
Daytime
Signature: Telephone Number:
</TABLE>
<PAGE>
AUTHORIZATION FORM FOR AUTOMATIC DEDUCTION
Complete this form if you wish to purchase additional shares by AUTOMATIC
DEDUCTIONS from your bank or financial institution. Please complete all 6 steps.
<TABLE>
<S> <C> <C>
1. TYPE OF ACCOUNT: Check One. / / Checking Account / / Savings Account
2. BANK ACCOUNT NUMBER: Enter your bank account number found in the lower left portion of your check or
deposit slip as illustrated in the example below.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3. BANK ROUTING NUMBER (ABA): Enter your bank's 9 digit number (ABA number) found in the lower left
portion of your check or deposit slip as illustrated below.
<CAPTION>
<CAPTION>
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
4. AMOUNT OF AUTOMATIC DEDUCTION Enter the amount to be deducted from your
bank account approximately five business days prior to the third Thursday
of each month. ($50 minimum; $10,000 maximum per month.)
$ , .
<CAPTION>
</TABLE>
<TABLE>
<S> <C> <C>
5. NAME ON BANK ACCOUNT: Enter the name that appears on the bank account as illustrated in the example
below.
6. FINANCIAL INSTITUTION: Enter the information on your financial institution as illustrated in the
example below.
</TABLE>
<TABLE>
<S> <C> <C>
FINANCIAL
INSTITUTION
BRANCH
NAME
BRANCH
STREET ADDRESS
BRANCH
CITY, AND ZIP CODE
Please enclose a copy of a VOIDED check or a savings deposit slip to verify banking information.
USE THIS ILLUSTRATION AS A GUIDE TO COMPLETE THE ABOVE FORM
</TABLE>
[LOGO]
Completed and signed form should be mailed with your check or money order to:
Blyth INVESTDIRECT(SM) Stock Purchase Plan
Shareholder Communications Corp.
P. O. Box 1004
Bowling Green Station
New York, NY 10275-1004
<PAGE>
BLYTH INVESTDIRECT(SM) STOCK PURCHASE PLAN
INITIAL ENROLLMENT FORM
FOR EMPLOYEES OF BLYTH INDUSTRIES, INC. AND ITS SUBSIDIARIES
ACCOUNT LEGAL REGISTRATION (CHOOSE ONE)
<TABLE>
<S> <C> <C>
/ / SINGLE/JOINT ACCOUNT* / / CUSTODIAL ACCOUNT* / / TRUST ACCOUNT*
Name Custodian's Name Trust Name or Beneficiary
Joint Owner (if any) Minor's Name Trustee Name
Joint Owner (if any) Minor's State of Residence Date of Trust
* Joint account will be presumed * A minor is the beneficial owner * Trust account is established in
to be joint tenants with right of of the account with an adult accordance with the provisions of
survivorship unless restricted by custodian managing the account a trust agreement.
applicable state law or otherwise until the minor becomes of age, as
indicated. Only one Social specified in the Uniform Gifts To
Security Number is required. Minors Act in the minor's state of
residence.
SOCIAL SECURITY NUMBER
</TABLE>
SHOULD BE THAT OF (1) A MINOR FOR A CUSTODIAL ACCOUNT, OR (2) A GIFT RECIPIENT
IF ENROLLMENT REPRESENTS A GIFT.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
1. PAYROLL FREQUENCY: Check one. / / Biweekly / / Weekly
2. AMOUNT OF AUTOMATIC DEDUCTION:
Enter the amount to be deducted ($50 minimum per paycheck; $10,000 maximum
per month) from the first paycheck of each month (biweekly payroll frequency): $
,
Enter the amount to be deducted ($10 minimum per paycheck; $10,000 maximum
per month) from each paycheck (weekly payroll frequency): $
,
</TABLE>
- --------------------------------------------------------------------------------
Participation in the Plan is subject to the terms outlined in the Prospectus,
which I (we) have fully read. Participation in the Plan may be terminated at any
time by sending written instructions signed by all registered owners to Harris
Bank at the address listed in the Prospectus. I (we) hereby warrant, under
penalties of perjury, that the social security number provided is correct. I
(we) hereby authorize Blyth Industries, Inc. or one of its subsidiaries to make
automatic payroll deductions in the amount stated. I (we) understand that no
interest will be paid on funds pending investment. These deductions will be used
to purchase shares of Blyth Industries, Inc. common stock for deposit into my
(our) account.
<TABLE>
<S> <C> <C> <C>
Signature: Date:
Daytime
Signature: Telephone Number:
</TABLE>
Completed and signed form should be mailed to:
Blyth INVESTDIRECT(SM) Stock Purchase Plan
Blyth Industries, Inc.
999 E. Touhy Avenue--Suite 450
Des Plaines, IL 60018
Attn: Payroll Manager
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered. All of the amounts
shown are estimated except the Securities and Exchange Commission registration
fee.
<TABLE>
<S> <C>
SEC registration fee.................................................... $4,535.63
Printing and mailing expenses........................................... 50,000.00
Legal fees and expenses................................................. 15,000.00
Accounting fees and expenses............................................ 2,500.00
Plan Agent Fees......................................................... 15,000.00
Miscellaneous........................................................... 5,000.00
---------
Total................................................................... $92,035.63
---------
---------
</TABLE>
The foregoing fees and expenses will be borne by the Registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 102(b)(7) of the Delaware Corporation Law (the "DGCL"),
Article VI of the Registrant's Restated Certificate of Incorporation (the
"Certificate of Incorporation") (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-77458)) eliminates the liability of
the Registrant's directors to the Registrant or its stockholders, except for
liabilities related to breach of duty of loyalty, actions not in good faith and
certain other liabilities.
Section 145 of the DGCL provides for indemnification by the Registrant of
its directors and officers. In addition, Article IX, Section 1 of the
Registrant's Restated By-Laws (the "By-laws") (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (No. 33-77458)) requires the
Registrant to indemnify any current or former director or officer to the fullest
extent permitted by the DGCL. In addition, the Registrant has entered into
indemnity agreements with its directors (a form of which is filed as Exhibit
10.15 to the Registrant's Registration Statement on Form S-1 (No. 33-77458)),
which obligate the Registrant to indemnify such directors to the fullest extent
permitted by the DGCL.
The Registrant maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries insuring such
persons against liabilities, including liabilities under the securities laws.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ------------- ---------------------------------------------------------------------------------------------
<C> <S>
5.* Opinion of Finn Dixon & Herling LLP (including the consent of such firm) regarding legality
of securities being offered
23.1* Consent of Finn Dixon & Herling LLP (included as part of its opinion filed as Exhibit 5
hereto)
23.2 Consent of Grant Thornton LLP, independent certified public accountants
23.3 Consent of PricewaterhouseCoopers LLP, independent certified public accountants
24.1* Powers of Attorney
24.2* Certified Resolutions
</TABLE>
- ------------------------
* Previously filed
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling person of the Registrant
pursuant to the DGCL, the Certificate of Incorporation and By-laws, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in such Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in such
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Greenwich, State of Connecticut, on the 30th day
of September, 1998.
BLYTH INDUSTRIES, INC.
BY: /S/ BRUCE D. KREIGER
-----------------------------------------
Bruce D. Kreiger
VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman, Chief Executive September 30, 1998
* Officer and President,
- ------------------------------ Director (Principal
Robert B. Goergen Executive Officer)
Vice President and Chief September 30, 1998
* Financial Officer
- ------------------------------ (Principal Financial and
Richard T. Browning Accounting Officer)
* Vice Chairman and Director September 30, 1998
- ------------------------------
Howard E. Rose
* Director September 30, 1998
- ------------------------------
Roger A. Anderson
* Director September 30, 1998
- ------------------------------
John W. Burkhart
* Director September 30, 1998
- ------------------------------
Pamela M. Goergen
* Director September 30, 1998
- ------------------------------
Neal I. Goldman
* Director September 30, 1998
- ------------------------------
Roger H. Morley
* Director September 30, 1998
- ------------------------------
John E. Preschlack
* Director September 30, 1998
- ------------------------------
Frederick H. Stephens, Jr.
<TABLE>
<S> <C> <C>
/s/ BRUCE D. KREIGER
-----------------------------------------
Bruce D. Kreiger
VICE PRESIDENT, GENERAL COUNSEL AND
By: SECRETARY
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
5.* Opinion of Finn Dixon & Herling LLP (including the consent of such firm) regarding legality of
securities being offered
23.1* Consent of Finn Dixon & Herling LLP (included as part of its opinion filed as Exhibit 5 hereto)
23.2 Consent of Grant Thornton LLP, independent certified public accountants
23.3 Consent of PricewaterhouseCoopers LLP, independent certified public accountants
24.1* Powers of Attorney
24.2* Certified Resolutions
</TABLE>
- ------------------------
* Previously filed
II-4
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports, dated March 28, 1997, accompanying the
consolidated financial statements of Blyth Industries, Inc. and Subsidiaries
as of and for the two years ended January 31, 1997 appearing in the 1998
Annual Report to Stockholders and accompanying the schedule for each of the
two years in the period ended January 31, 1997, included in the Annual Report
on Form 10-K for the year ended January 31, 1998, which are incorporated by
reference in this Amendment No. 1 to Registration Statement on Form S-3. We
consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement on Form S-3 of the aforementioned reports, and to the
use of our name as it appears under the caption "Experts".
/s/ Grant Thornton LLP
---------------------------
GRANT THORNTON LLP
Chicago, Illinois
September 29, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated March 25, 1998 on our audit of the
consolidated financial statements and financial statement schedule of Blyth
Industries, Inc. and Subsidiaries as of January 31, 1998 and for the year
then ended, which report is included in the Annual Report on Form 10-K. We
also consent to the reference to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
-------------------------------------
PricewaterhouseCoopers LLP
Chicago, Illinois
September 29, 1998
