<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 Section240.14a-11(c) or
Section240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BLYTH INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
BLYTH INDUSTRIES, INC.
100 FIELD POINT ROAD
GREENWICH, CONNECTICUT 06830
(203) 661-1926
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
April 30, 1999
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 at the Hyatt
Regency Greenwich, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870 on
Tuesday, June 8, 1999, 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 2002 or until a respective successor is
elected and qualified.
2. To ratify the appointment of independent accountants.
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 15, 1999, 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 28, 1999, 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 8, 1999
------------------------
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 at the Hyatt Regency Greenwich, 1800 East Putnam Avenue, Old Greenwich,
Connecticut 06870 on Tuesday, June 8, 1999, 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 30, 1999.
The Company's Annual Report to Shareholders for the fiscal year ended
January 31, 1999 (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:
1. To elect three directors, each to hold office until the Annual Meeting of
Stockholders to be held in 2002 or until a respective successor is elected
and qualified.
2. To ratify the appointment of independent accountants.
3. To transact such other business as may properly come before the meeting or
any adjournments thereof.
<PAGE>
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 15, 1999, 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 48,680,474 shares of Common Stock issued and
outstanding. 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. A majority of the shares entitled
to vote, represented in person or by proxy, constitutes a quorum. If a quorum is
present, (i) a plurality vote of the shares present, in person or by proxy, at
the Annual Meeting and entitled to vote is required for the election of
directors and (ii) the affirmative vote of the majority of the shares present,
in person or by proxy, at the Annual Meeting and entitled to vote is required
for approval of Items 2 and 3. Abstentions are considered shares present and
entitled to vote, and therefore have the same legal effect as a vote against a
matter presented at the Annual Meeting. Any shares held in street name for which
the broker or nominee receives no instructions from the beneficial owner, and as
to which such broker or nominee does not have discretionary voting authority
under applicable New York Stock Exchange rules, will be considered as shares not
entitled to vote and will therefore not be considered in the tabulation of the
votes. Under New York Stock Exchange rules, a majority of the shares must vote
on a particular matter (with abstentions being treated as votes and broker
non-votes not being treated as votes). Subject to the foregoing, a broker
non-vote will have no effect with respect to any of Items 1-3 of this Proxy
Statement.
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 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 PricewaterhouseCoopers LLP
("PricewaterhouseCoopers"), formerly Coopers & Lybrand L.L.P., as the Company's
independent accountants (or, in the case of participants in the Profit Sharing
Retirement 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 nine 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 2002 Annual Meeting of Stockholders:
John W. Burkhart
John E. Preschlack
Frederick H. Stephens, Jr.
Messrs. Burkhart, Preschlack and Stephens currently serve as directors of
Blyth. Messrs. Burkhart, Preschlack and Stephens were most recently elected as
such at the Annual Meeting of Stockholders held on June 6, 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.
3
<PAGE>
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 1999 ANNUAL MEETING FOR TERMS EXPIRING IN 2002
John W. Burkhart (61) John W. Burkhart joined the Board of Directors in 1983. Mr. Burkhart has
also served as Chairman of the Audit Committee since 1994. 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 January 1990, Mr. Burkhart has been the Chairman of the Board of
Directors, and from November 1992 to March 1998, the President, of AS
Hospitality, 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"), which is
inactive. Since May 1996, Control Resource Systems, Inc., the sole
subsidiary of Wellstead, has been in liquidation under the United States
Bankruptcy Code.
John E. Preschlack (65) John E. Preschlack joined the Board of Directors in 1989. Mr. Preschlack
has also served as Chairman of the Compensation Committee since 1994. 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, an executive search 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>
Frederick H. Stephens, Jr. (67) Frederick H. Stephens, Jr. joined the Board of Directors in September 1994.
Mr. Stephens has also been a member of the Compensation Committee since
1994. From 1992 through June 1997, Mr. Stephens was 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.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2000
Roger A. Anderson (61) Roger A. Anderson joined the Board of Directors in February 1994. Mr.
Anderson has also served as a member of the Audit Committee since 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 (57) Pamela M. Goergen joined the Board of Directors in 1984. From 1979 to the
present, Mrs. Goergen has been the Vice President and Secretary of The
Ropart Group Limited, a private equity investment management firm.
Roger H. Morley (67) Roger H. Morley joined the Board of Directors in December 1996. Mr. Morley
has also served as a member of the Audit Committee since 1996. From 1983 to
the present, Mr. Morley has served as Vice President of Schiller
International University in Heidelberg, Germany. Mr. Morley is also a
director of Biogen, Inc. Mr. Morley is also co-managing director of R&R
Inventions Ltd., Birmingham, U.K., and an advisory director of Bank of
America Illinois.
</TABLE>
5
<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 2001
Robert B. Goergen (60) Robert B. Goergen has been the Chairman of the Company since its inception
Chairman of the Board, Chief in 1977. He has served as Chief Executive Officer of the Company since 1978
Executive Officer and as President since March 1994. From 1979 to the present, Mr. Goergen
and President has also served as Chairman of The Ropart Group Limited, a private equity
investment management firm, and from 1990 to the present, as Chairman of
XTRA Corporation, a publicly traded trailer leasing company. Mr. Goergen is
a director of Leading Edge Packaging, Inc., a packaging company.
Neal I. Goldman (54) Neal I. Goldman joined the Board of Directors in 1991. Mr. Goldman has also
served on the Compensation Committee since 1994. From 1985 to the present,
Mr. Goldman has been the President of Goldman Capital Management, Inc., an
investment advisory firm.
Howard E. Rose (52) Howard E. Rose joined the Board of Directors in April 1998. Mr. Rose was
also elected Vice Chairman of the Board in April 1998. Mr. Rose served the
Company as Vice President and Chief Financial Officer from 1978 to April
1998, and served as Secretary from 1993 to 1996.
</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.
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 3,000 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 1,500 shares of Common Stock. Directors who are also employees
do not receive any additional compensation for their services as directors.
6
<PAGE>
BOARD AND COMMITTEE MEETINGS
The Board of Directors has established two standing committees, the Audit
Committee and the Compensation Committee. The Audit Committee is comprised of
Messrs. Anderson, Burkhart and Morley, and oversees the activities of Blyth's
independent accountants and internal audit controls. The Audit Committee held
three meetings during fiscal year 1999.
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 the Blyth Amended
and Restated 1994 Employee Stock Option Plan. The Compensation Committee held
five meetings during fiscal year 1999.
Blyth does not have a standing nominating committee. Instead, the Board of
Directors selects nominees for directors.
The Board of Directors held five regularly scheduled meetings during fiscal
year 1999. In fiscal year 1999, each director attended at least 75% 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 (58) Albert A. Bergeron joined the Company in 1991 as President of PartyLite
Gifts, Inc. 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.
Richard T. Browning (50) Richard T. Browning joined the Company as Vice President, Finance in
1997. In April 1998, Mr. Browning was elected Chief Financial Officer.
Previously Mr. Browning was President and Chief Executive officer of Lea
& Perrins, Inc., a subsidiary of Groupe Danone. Earlier, he was Chief
Financial Officer of the Dannon Yogurt Company, another Groupe Danone
subsidiary.
Elwood L. La Forge, Jr. (54) Elwood L. La Forge, Jr. served as Vice President of Business Development
from 1994 until April 1997. In April 1997, Mr. La Forge became President
of Blyth's Worldwide Affiliate Group and continued to serve as a Vice
President 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.
</TABLE>
7
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP OF MANAGEMENT. The following table sets forth, as of
April 15, 1999, 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
four most highly compensated other executive officers (together, with Thomas
Kreilick, who ceased to be an executive officer in July 1998, the "Named
Executive Officers") individually; 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>
NO. OF PERCENT
NAME OF BENEFICIAL OWNER SHARES OF CLASS
- ---------------------------------------------------------------------- ------------ -----------
<S> <C> <C>
Robert B. Goergen (1)................................................. 13,880,055 28.5%
Roger A. Anderson (2)................................................. 410,958 *
John W. Burkhart (3).................................................. 593,304 1.2%
Pamela M. Goergen (4)................................................. 13,450,244 27.6%
Neal I. Goldman (5)................................................... 126,000 *
Roger H. Morley (6)................................................... 4,500 *
John E. Preschlack (7)................................................ 175,610 *
Frederick H. Stephens, Jr. (8)........................................ 8,100 *
Albert A. Bergeron (9)................................................ 197,500 *
Richard T. Browning (10).............................................. 9,300 *
Thomas K. Kreilick (11)............................................... 190,161 *
Elwood L. La Forge, Jr. (12).......................................... 53,503 *
Howard E. Rose (13)................................................... 99,179 *
All directors and executive officers as a group (13 persons).......... 15,748,170 32.4%
</TABLE>
- ------------------------
* Less than 1%.
(1) Includes 13,027,964 shares held by Mr. Goergen, 74,997 shares held by Mr.
Goergen and Dennis P. Goergen as co-trustees of a trust for the benefit of
Alice B. McCool, 354,814 shares held by The Goergen Foundation, Inc., a
charitable foundation of which Mr. Goergen is a director, president and sole
investment manager, and 422,280 shares and vested options 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 404,958 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 6,000 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 15, 1999.
(3) Includes 189,300 shares held of record by Breezy Hill Enterprises, Inc.
Pension Plan, of which Mr. Burkhart is trustee, and 276,564 shares held by
Mr. Burkhart's wife. Mr. Burkhart disclaims
8
<PAGE>
beneficial ownership of the shares held by his wife. Includes 6,000 shares
issuable upon exercise of options which are exercisable or become
exercisable within 60 days of April 15, 1999.
(4) Includes 13,027,964 shares held by Robert B. Goergen, Mrs. Goergen's
husband. Mrs. Goergen disclaims beneficial ownership of the shares held by
her husband, Robert B. Goergen (see footnote (1)). Also includes 6,000
shares issuable upon exercise of options which are exercisable or become
exercisable within 60 days of April 15, 1998. The address of Mrs. Goergen is
c/o The Ropart Group Limited, 100 Field Point Road, Greenwich, Connecticut
06830.
(5) Includes 3,000 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 15, 1999.
(6) Includes 4,500 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 15, 1999.
(7) Includes 151,610 shares held by Mr. Preschlack and 18,000 shares held by
Jaclyn Holdings, L.P., a limited partnership of which Mr. Preschlack is a
general partner. Mr. Preschlack disclaims beneficial ownership of the shares
held by Jaclyn Holdings, L.P. Also includes 6,000 shares issuable upon
exercise of options which are exercisable or become exercisable within 60
days of April 15, 1999.
(8) Includes 4,500 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 15, 1999.
(9) Includes 3,600 shares held by Mr. Bergeron's wife and children. Mr. Bergeron
disclaims beneficial ownership of the shares held by his wife and children.
Also includes 54,800 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 15, 1999.
(10) Includes 300 shares held by Mr. Browning's wife. Mr. Browning disclaims
beneficial ownership of the shares held by his wife. Also includes 8,000
shares issuable upon exercise of options which are exercisable or become
exercisable within 60 days of April 15, 1999.
(11) Mr. Kreilick ceased to be an executive officer in July 1998.
(12) Includes 48,500 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 15, 1999.
(13) Includes 18,000 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 15, 1999.
------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the knowledge of the
Company, the following table lists the party (other than Mr. Goergen and Mrs.
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 15, 1999:
<TABLE>
<CAPTION>
NO. OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF CLASS
- --------------------------------------------- --------- --------
<S> <C> <C>
Alex. Brown Investment Management (1)........ 8,263,300 17.0%
</TABLE>
- ------------------------
(1) According to a statement on Schedule 13G dated March 31, 1999, Alex. Brown
Investment Management, a partnership which is 50% owned by Bankers Trust New
York Corporation, beneficially owns 8,263,300 shares. The address of Alex.
Brown Investment Management is One South Street, Baltimore, Maryland 21202.
According to a separate statement on Schedule 13G dated February 12, 1999
filed with the Securities and Exchange Commission, Bankers Trust Corporation
and direct and indirect subsidiaries of Bankers Trust Corporation own in the
aggregate 359,445 additional shares. The address of Bankers Trust
Corporation is 130 Liberty Street, New York, New York 10006. The computation
of the percentage of stock owned by Alex. Brown Investment Management is
based on the total outstanding shares of stock as of April 15, 1999.
9
<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, 1999, 1998 and 1997 by the Named
Executive Officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION ALL OTHER
------------------ AWARDS COMPENSATION
SALARY BONUS OPTIONS (1)
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- -------------------------------------------------------- ---- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Robert B. Goergen, Chairman of the Board, Chief
Executive Officer and President of the Company........ 1999 $496,154 $650,000 -- $ 7,702
1998 471,154 500,000 -- 7,700
1997 440,833 590,000 -- 7,342
Albert A. Bergeron, Vice President of the Company and
President of Partylite Gifts, Inc..................... 1999 $313,076 $250,000 10,000 $ 7,690
1998 271,154 130,000 12,000 7,612
1997 238,021 250,000 -- 6,242
Richard T. Browning, Vice President and Chief Financial
Officer (2)........................................... 1999 $216,923 $ 90,000 -- --
Thomas K. Kreilick, Vice President of the Company and
President of Candle Corporation of America (3)........ 1999 $228,751 -- -- $ 7,702
1998 228,462 $ 35,000 -- 7,616
1997 215,834 25,500 -- 7,342
Elwood L. La Forge, Jr., Vice President of the Company
and President of Worldwide Affiliate Group (4)........ 1999 $218,847 $100,000 10,000 $57,702
1998 181,923 90,000 -- 57,700
</TABLE>
- ------------------------
(1) Amounts reported as All Other Compensation represent Blyth contributions for
the benefit of the Named Executive Officers to the profit sharing and 401(k)
portions of Blyth's Retirement Plan. Amounts reported for Mr. La Forge as
All Other Compensation for fiscal years 1998 and 1999 also include $50,000
of indebtedness forgiven by Blyth. See "Certain Transactions."
(2) Mr. Browning became an executive officer in fiscal year 1999.
(3) Mr. Kreilick ceased to be an executive officer in fiscal year 1999.
(4) Mr. La Forge became an executive officer in fiscal year 1998.
10
<PAGE>
INFORMATION REGARDING STOCK OPTIONS AND STOCK APPRECIATION UNITS
OPTION GRANTS IN FISCAL YEAR 1999
The following table sets forth certain information concerning grants of
stock options to each of Blyth's Named Executive Officers during the fiscal year
ended January 31, 1999.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1)
-------------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE
OPTIONS VALUE AT ANNUAL RATES
NUMBER OF GRANTED TO OF STOCK PRICE
SHARES EMPLOYEES APPRECIATION
UNDERLYING IN EXERCISE OR FOR OPTION TERM (2)
OPTIONS FISCAL BASE PRICE EXPIRATION ----------------------
NAME GRANTED (#) YEAR PER SHARE DATE 5% 10%
- ------------------------------------------ ------------ ---------- ----------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert B. Goergen......................... -- -- -- -- -- --
Thomas K. Kreilick........................ -- -- -- -- -- --
Albert B. Bergeron........................ 10,000 4.0% $33.00 4/7/08 $207,535 $525,935
Richard T. Browning....................... -- -- -- -- -- --
Elwood L. La Forge, Jr.................... 10,000 4.0% $33.00 4/7/08 $207,535 $525,935
</TABLE>
- ------------------------
(1) Each of these options was granted pursuant to the Blyth Amended and Restated
1994 Employee Stock Option Plan and is subject to the terms of such plan.
These options were granted at an exercise price equal to the fair market
value of the Company's Common Stock as determined by Blyth's Compensation
Committee on the date of grant and, as long as the optionee maintains
continuous employment with the Company, vest over a five year period at the
rate of 20% on each anniversary of the date of grant.
(2) In accordance with the rules of the Securities and Exchange Commission,
shown are the hypothetical gains or "option spreads" that would exist for
the respective options. These gains are based on assumed rates of annual
compounded stock price appreciation of 5% and 10% from the date the option
was granted over the full option term. The 5% and 10% assumed rates of
appreciation are mandated by the rules of the Commission and do not
represent the Company's estimate or projection of future increases in the
price of its Common Stock.
1999 FISCAL YEAR-END OPTION AND STOCK APPRECIATION UNIT VALUES
The following table sets forth certain information with respect to
unexercised options and stock appreciation units held by each of Blyth's Named
Executive Officers as of January 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED SHARES
OPTIONS AND STOCK IN-THE-MONEY OPTIONS AND ACQUIRED
APPRECIATION UNITS STOCK APPRECIATION UNITS ON VALUE
AT FISCAL YEAR-END AT FISCAL YEAR-END ($) EXERCISE RECEIVED
NAME (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE (#) ($)
- ---------------------------------------- --------------------------- -------------------------- ---------- --------
<S> <C> <C> <C> <C>
Robert B. Goergen....................... -- -- -- --
Albert A. Bergeron...................... 38,400/43,600 $471,053/$653,388(1) -- --
Richard T. Browning..................... 8,000/32,000 $ 73,000/$18,250(1) -- --
Thomas K. Kreilick...................... -0-/504,000 -0-/$3,074,440(2) -- --
Elwood L. La Forge, Jr.................. 33,000/26,500 $678,323/$340,571(1) 12,000 $365,250
</TABLE>
- ------------------------
(1) Messrs. Bergeron, Browning and La Forge 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 $27.8125, the closing price on the New York Stock Exchange, Inc. on
January 29, 1999, multiplied by the total number of shares subject to the
exercisable or unexercisable portion of the option, as the case may be.
11
<PAGE>
(2) At January 31, 1999, Thomas K. Kreilick held 504,000 stock appreciation
units which provided 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. Krelick'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
were fully vested. Upon exercise of the stock appreciation units, Mr.
Kreilick was entitled to receive a payment equal to (a) the per-share book
value of the Company's Common Stock on the exercise date less (b) 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
($3,074,440) was calculated using the book value per share of the Common
Stock as of December 31, 1998 ($6.53 per share), less the book value per
share as of September 10, 1992, the date of grant of such stock appreciation
units ($0.43 per share), multiplied by the number of unexercised stock
appreciation units. After the end of fiscal year 1999, Mr. Kreilick (who
ceased to be an executive officer in July 1998) and the Company terminated
Mr. Kreilick's stock appreciation units and the Company paid Mr. Kreilick
$3,074,440. 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 year 1999. None of such committee members
(i) was, during fiscal year 1999, 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
repricings of options or SAR's or awards under long-term incentive plans is not
applicable and has been omitted.
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, Inc. The Company believes that during fiscal year
1999 its directors and executive officers complied with all applicable Section
16(a) filing requirements.
CERTAIN TRANSACTIONS
On March 17, 1995, Blyth made a $350,000 loan to Elwood L. La Forge, Jr., a
Vice President of Blyth and President of Blyth's Worldwide Affiliate Group, in
order to facilitate Mr. La Forge's relocation and acquisition of a residence.
Interest on the loan accrues at 5% per annum and the loan is secured by a second
mortgage on Mr. La Forge's residence. The loan is payable in seven annual
installments, and is payable in full upon the termination of Mr. La Forge's
employment by Blyth. To date, Blyth has forgiven each annual installment of
principal payable by Mr. La Forge. The largest amount outstanding during fiscal
year 1999 was $300,000, and as of April 30, 1999, the aggregate outstanding
principal amount of the loan was $200,000.
12
<PAGE>
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 (the "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.
The Company's compensation program for management consists of a base salary,
an incentive bonus program, a stock option program plus 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.
13
<PAGE>
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 and external competitive practices. In fiscal year 1999,
the Company awarded 251,500 options (in awards ranging from 1,000 options to
20,000 options) to 77 executives under the Employee Plan.
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 public company's
CEO or to the four most highly compensated executive officers other than the
CEO, other than specified performance-based compensation, cannot be deducted for
federal income tax purposes. The Compensation Committee does not believe that
this law 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>
14
<PAGE>
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, the Russell 1000 Index and the Russell 2000 Index
for the period commencing May 18, 1994 (the date of Blyth's initial public
offering) through January 31, 1999. 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 or divisions 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 to companies comprising
the Russell 1000. Previously, Blyth compared itself to the performance of the
Russell 2000, and has therefore included that comparison as well.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
BLYTH S&P RUSSELL RUSSELL
INDUSTRIES 500 1000 2000
<S> <C> <C> <C> <C>
5/18/1994 100 100 100 100
1/31/1995 171 104 103 100
1/31/1996 339 140 140 128
1/31/1997 450 173 172 150
1/31/1998 518 216 213 174
1/31/1999 506 282 275 173
</TABLE>
15
<PAGE>
ITEM 2--RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL
The proxy, unless otherwise directed thereon, will be voted for a resolution
ratifying the action of the Board appointing the firm of PricewaterhouseCoopers
(formerly Coopers & Lybrand L.L.P.) as independent accountants to make an audit
of the accounts of the Company for fiscal year 2000. PricewaterhouseCoopers has
audited the Company's financial statements for fiscal year 1999. The names of
the Directors serving on the Audit Committee are set forth on page 7 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
PricewaterhouseCoopers 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 PricewaterhouseCoopers 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.
On April 8, 1997, the Board of Directors of the Company, acting upon the
recommendation of its Audit Committee, appointed PricewaterhouseCoopers as the
primary independent accountants of the Company for the fiscal year ended January
31, 1998 and determined not to engage Grant Thornton LLP ("Grant Thornton") as
the independent certified public accountants of the Company for such fiscal
year. Grant Thornton had been previously engaged to audit the Company's
financial statements for seven years, including the fiscal year ended January
31, 1997. 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 on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements would have caused Grant Thornton to make reference to the subject
matter of the disagreement(s) in connection with its reports on the Company's
financial statements. Pursuant to a letter from Grant Thornton to the Securities
and Exchange Commission (the "SEC"), dated May 2, 1997, a copy of which is
attached as Exhibit 16 to Blyth's Current Report on Form 8-K/A filed on the same
date with the SEC, Grant Thornton agrees with the above statements.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at Blyth's 2000 Annual
Meeting of Stockholders must be received at Blyth's principal executive offices
located at 100 Field Point Road, Greenwich, Connecticut 06830, Attention: Bruce
D. Kreiger, Esq., Secretary, on or before December 31, 1999 for consideration
for inclusion in Blyth's Proxy Statement and form of proxy relating to that
meeting. In addition, if a shareholder fails to provide the Company notice of
any shareholder proposal on or before the 60th day prior to the date of Blyth's
2000 Annual Meeting of Stockholders, then the Company's management proxies will
be entitled to use their discretionary voting authority if such shareholder
proposal is raised at the Annual Meeting of Stockholders without any discussion
of the matter in the proxy statement.
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 the accompanying form of proxy to vote the proxies in accordance with
their best judgment on such matters.
16
<PAGE>
FINANCIAL STATEMENTS
Blyth's audited consolidated financial statements as at January 31, 1999 and
1998, and for the periods ended January 31, 1999, 1998, and 1997, 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, 1999, 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 30, 1999
17
<PAGE>
- --------------------------------------------------------------------------------
PROXY PROXY
BLYTH INDUSTRIES, INC.
This Proxy is Solicited on Behalf of the Board of Directors for the
Annual Meeting of Stockholders to be Held on June 8, 1999
The undersigned appoints Robert B. Goergen and Richard T. Browning, or
either of them, proxies for the undersigned, each with full power of
substitution, to attend the Annual Meeting of Stockholders of Blyth Industries,
Inc., to be held on June 8, 1999 at 9:00 A.M., EDT, and at any adjournments or
postponements of the Annual Meeting, and to vote as specified in this Proxy all
of 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 the Company's independent
accountants. 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 the Company's independent accountants.
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.
1. Election of Directors
Nominees: John W. Burkhart, John E. Preschlack,
Frederick H. Stephens, Jr.
For Against For All
All All Except those nominee(s) written below
|_| |_| |_| _____________________________________
2. Ratification of the appointment of PricewaterhouseCoopers LLP (formerly
Coopers & Lybrand L.L.P.) as the Company's independent accountants
for the upcoming year.
For Against Abstain
|_| |_| |_|
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 this proxy promptly in the enclosed envelope. No
postage is required for mailing in the United States.
- --------------------------------------------------------------------------------
THIS SPACE RESERVED FOR ADDRESSING
(key lines do not print)
- --------------------------------------------------------------------------------
Dated:____________________________________________________________________,1999
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.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
ANNUAL MEETING
of
Blyth Industries, Inc.
Tuesday, June 8, 1999
9:00 A.M.
Hyatt Regency Greenwich
1800 East Putnam Avenue
Old Greenwich, Connecticut 06870
