BLYTH INDUSTRIES INC
8-K, 1998-12-04
MISCELLANEOUS MANUFACTURING INDUSTRIES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

        Date of Report (Date of earliest event reported) DECEMBER 3, 1998

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


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

               100 FIELD POINT ROAD, GREENWICH, CONNECTICUT 06830
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


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


                                 NOT APPLICABLE
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>


Item 5.   Other Events.

          See Exhibit 99.1 attached hereto.

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

          (c)      Exhibits

                   99.1       Press Release











                                      -2-
<PAGE>

                                   SIGNATURES

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

                                        BLYTH INDUSTRIES, INC.

Date: December 4, 1998                  By: /s/ Bruce D. Kreiger
                                            --------------------------
                                        Name: Bruce D. Kreiger
                                        Title: Vice President & General Counsel






                                      -3-
<PAGE>

                               BLYTH INDUSTRIES, INC.
                         CONSOLIDATED STATEMENT OF EARNINGS
                        (In thousands except per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           Three Months   Three Months   Nine Months    Nine Months
                                                              Ended          Ended          Ended           Ended
                                                            October 31,    October 31,    October 31,    October 31,
                                                               1998           1997           1998           1997
                                                            ----------     ----------     ----------     ----------
<S>                                                         <C>            <C>            <C>            <C>
Net sales                                                   $  240,766     $  192,457     $  622,807     $  485,226
Cost of goods sold                                             106,392         85,852        265,234        215,424
    Gross profit                                               134,374        106,605        357,573        269,802
Selling and shipping                                            74,149         58,784        209,281        156,369
Administrative                                                  17,693         14,081         56,441         42,971
Amortization of goodwill                                           513            212          1,531            636
                                                            ----------     ----------     ----------     ----------
                                                                92,355         73,077        267,253        199,976
                                                            ----------     ----------     ----------     ----------
    Operating profit                                            42,019         33,528         90,320         69,826
                                                            ----------     ----------     ----------     ----------
Other expense (income)
  Interest expense                                               1,853          1,578          5,221          3,577
  Interest income                                                 (131)          (184)          (255)          (486)
  Equity in earnings of investee                                  (308)          (457)          (106)          (367)
  Non-recurring transaction costs of acquired company                0              0              0          5,173
                                                            ----------     ----------     ----------     ----------
                                                                 1,414            937          4,860          7,897
                                                            ----------     ----------     ----------     ----------

    Earnings before income taxes and minority interest          40,605         32,591         85,460         61,929
Income tax expense                                              15,923         12,698         33,546         24,316
                                                            ----------     ----------     ----------     ----------
    Earnings before minority interest                           24,682         19,893         51,914         37,613
Minority interest                                                  150            267            (15)           254
                                                            ----------     ----------     ----------     ----------
    Net earnings                                            $   24,532     $   19,626     $   51,929     $   37,359
Net earnings excluding the non-recurring transaction
    costs of acquired company                               $   24,532     $   19,626     $   51,929     $   40,551
                                                            ==========     ==========     ==========     ==========
Basic:
    Net earnings per common share(1)                        $     0.50     $     0.40     $     1.06     $     0.76
    Net earnings per common share excluding
      non-recurring transaction costs of 
      acquired company(1)(2)                                $     0.50     $     0.40     $     1.06     $     0.83
    Weighted average number of shares outstanding(1)            49,186         49,074         49,158         49,054

Diluted:
    Net earnings per common share(1)                        $     0.49     $     0.40     $     1.05     $     0.75
    Net earnings per common share excluding
      non-recurring transaction costs of 
      acquired company(1)(2)                                $     0.49     $     0.40     $     1.05     $     0.82
    Weighted average number of shares outstanding(1)            49,610         49,590         49,652         49,544
</TABLE>

(1) Restated for June 1997 3 for 2 stock split effected as a stock dividend.
(2) Net earnings excluding the non-recurring costs of acquired company.

                            CONSOLIDATED BALANCE SHEETS
                                  (In thousands)
                                    (Unaudited)

                                            October 31, 1998    October 31, 1997
                                            ----------------    ----------------
Assets
  Cash and Cash Equivalents                     $  11,420           $  16,244
  Accounts Receivable, Net                         86,327              73,179
  Inventories                                     152,536             136,900
  Property, Plant & Equipment, Net                187,118             154,947
  Other Assets                                     73,201              35,802
                                                ---------           ---------
                                                $ 510,602           $ 417,072
                                                =========           =========
Liabilities and Stockholders' Equity
  Bank Debt                                     $  93,633           $  83,530
  Senior Notes                                     25,000              25,000
  Other Liabilities                                92,811              78,810
  Stockholders' Equity                            299,158             229,732
                                                ---------           ---------
                                                $ 510,602           $ 417,072
                                                =========           =========

                                     # # #

<PAGE>

CONTACT:                                                   FOR IMMEDIATE RELEASE
Richard T. Browning
Chief Financial Officer
(203) 661-1926, ext. 6628

Jane F. Casey
Vice President
(203) 661-1926, ext. 6619


               BLYTH INDUSTRIES THIRD QUARTER NET SALES UP 25 PERCENT
                       NET EARNINGS TRACK SALES GROWTH AT 25%

GREENWICH, CT, December 3, 1998: Blyth Industries, Inc. (NYSE:BTH) reported
today that third quarter Net Sales increased by 25.1% to $240,766,000 compared
to $192,457,000 a year earlier.  Operating Profit rose 25.3% to $42,019,000
compared to $33,528,000 in the prior year period.  Net Earnings increased 25.0%
to $24,532,000 from $19,626,000 in last year's third quarter.  Diluted Net
Earnings Per Share for the third quarter were $0.49 compared to $0.40 per share
for the comparable prior year period.

As a result of the strong performance in the third quarter, Net Sales for the
nine months ended October 31, 1998 rose 28.4% to $622,807,000 compared to
$485,226,000 a year earlier.  Operating Profit rose 29.4% to $90,320,000
compared to $69,826,000 for the first nine months a year ago.  Net Earnings for
the nine months increased 39.0% to $51,929,000 from $37,359,000 during the same
period last year, which included a $3.2 million after-tax charge for
non-recurring transaction costs incurred by Endar Corp. prior to its acquisition
by Blyth.  This transaction was accounted for as a pooling of interests. 
Excluding last year's non-recurring transaction costs, Net Earnings rose 28.1%
from the prior nine month period's Net Earnings of $40,551,000.  Diluted Net
Earnings Per Share were $1.05, compared to $0.75 for last year's first nine
months.  Excluding the non-recurring transaction costs, the year to year
increase of $0.23 in Diluted Net Earnings Per Share represented a 28%
improvement.  

Commenting on the strong third quarter performance, Robert B. Goergen, Chairman
of the Board and CEO, said "These results demonstrate the unique strength we
derive from the diversity of our distribution channels and geographic markets,
with double digit growth in both the institutional and consumer markets.  Within
the consumer market, the direct selling of candles and accessories continues to
be a significant business for Blyth.  Sales through retail outlets in the U.S.
continue to show double digit growth rates, with retail sales of mass channel
brands outpacing the overall corporate average during the third quarter."  Mr.
Goergen went on to say, "International markets continue to offer significant
growth opportunities, contributing an increasing proportion of total sales."

Blyth Industries, Inc., headquartered in Greenwich, CT, designs, manufactures,
markets and 


<PAGE>

distributes an extensive line of candles and home fragrance products including
scented candles, outdoor lighting products, potpourri and environmental
fragrance products, and markets a broad range of related candle accessories and
decorative gift bags and tags.  Its products are sold under various brand names,
including 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-.  It is also a leading producer of portable
heating fuel products sold under the Sterno-Registered Trademark- and Handy
Fuel-Registered Trademark- brand names.  

Blyth Industries, Inc. can be found on the Internet at www.blythindustries.com.

This press release contains "forward-looking statements", within the meaning of
the Private Securities Litigation Reform Act of 1995.  Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performance and underlying assumptions and other statements
which are other than statements of historical facts.  Actual results could
differ materially due to various factors, including the risk of maintaining the
Company's growth rate, the Company's ability to respond to increased product
demand, the risks associated with international sales and foreign products,
dependence on key management personnel, competition in terms of price and new
product introductions, and other factors described in this press release, in the
Company's Annual Report on Form 10-K for the year ended January 31, 1998 and in
subsequent filings on Form 10-Q.

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