<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1999
REGISTRATION NO. 333-77721
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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 its charter)
<TABLE>
<S> <C>
DELAWARE 36-2984916
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</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 06830-6442
(203) 661-1926
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
<TABLE>
<S> <C>
BRUCE D. KREIGER, ESQ. HAROLD B FINN III, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL CHARLES J. DOWNEY III, ESQ.
BLYTH INDUSTRIES, INC. FINN DIXON & HERLING LLP
100 FIELD POINT ROAD ONE LANDMARK SQUARE
GREENWICH, CONNECTICUT 06830-6442 STAMFORD, CONNECTICUT 06901
(203) 661-1926 (203) 325-5000
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 12, 1999
[LOGO]
$250,000,000
DEBT SECURITIES
------------------------
This Prospectus describes Debt Securities which Blyth Industries, Inc.
(which may be referred to in this Prospectus as "Blyth", the "Company", "we",
"us" or "our") may issue and sell at various times. More detailed information is
provided under the heading "The Debt Securities."
- The Debt Securities may be debentures, notes or other senior unsecured
evidences of indebtedness.
- We may issue them in one or several series.
- The total principal amount of the Debt Securities to be issued under this
Prospectus will not exceed $250,000,000 (or the equivalent amount in other
currencies).
- We will determine the terms of each series of Debt Securities (interest
rates, maturity, redemption provisions and other terms) at the time of
sale, and we will specify the terms in a Prospectus Supplement which will
be delivered together with this Prospectus at the time of the sale.
- We may sell Debt Securities to or through underwriters, dealers or agents.
We may also sell Debt Securities directly to investors. More information
about the way we will distribute the Debt Securities is provided under the
heading "Distribution of the Debt Securities." Information about the
underwriters or agents who will participate in any particular sale of Debt
Securities will be in the Prospectus Supplement relating to that series of
Debt Securities. The Debt Securities will not be listed on the Nasdaq
Stock Market or any national securities exchange.
Our principal offices are located at 100 Field Point Road, Greenwich,
Connecticut, 06830-6442, and our telephone number is (203) 661-1926.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS MAY , 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (which is referred to
herein as the "SEC"). You may read and copy any of these documents at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public at the
SEC's Internet website at http://www.sec.gov. The SEC allows us to incorporate
by reference the information we file with them, which means that we can disclose
important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
Prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference the document
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the Debt Securities:
- Our Annual Report on Form 10-K for the year ended January 31, 1999.
You may receive a copy of any of these filings, at no cost, by writing or
calling Blyth Industries, Inc., Investor Relations, 100 Field Point Road,
Greenwich, Connecticut, 06830-6442, telephone number (203) 661-1926.
We have filed with the SEC a Registration Statement to register the Debt
Securities under the Securities Act of 1933. This Prospectus is part of that
Registration Statement, but omits certain information contained in the
Registration Statement as permitted by SEC rules. You may obtain copies of the
Registration Statement, including exhibits, as noted in the first paragraph
above.
FORWARD-LOOKING STATEMENTS
Certain statements under the heading "Summary Information About Blyth" in
this Prospectus, as well as certain information incorporated by reference as
described under the heading "Where You Can Find More Information," constitute
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995.
Forward-looking statements give our current expectations or forecasts of
future events. You can usually identify these statements by the fact that they
do not relate strictly to historical or current facts. They often use words such
as "anticipate", "estimate", "expect", "project", "intend", "plan", "believe,"
and other words and terms of similar meaning in connection with any discussion
of future operating or financial performance. In particular, these include
statements relating to future actions, prospective products or product
approvals, future performance or results of current and anticipated products,
sales efforts, expenses, the outcome of contingencies such as legal proceedings,
and financial results.
Any or all of our forward-looking statements in this Prospectus and
information incorporated by reference may turn out to be wrong. They can be
affected by inaccurate assumptions we might make or by known or unknown risks
and uncertainties. Many factors mentioned in this discussion--for example,
product competition and the competitive environment--will be important in
determining future results. Consequently, no forward-looking statement can be
guaranteed. Actual future results may vary materially.
The following are some of the factors that we think could cause our actual
results to differ materially from expected and historical results:
- Our ability to maintain our present growth rate,
- Our ability to respond to increased product demand,
- Risks associated with international sales and foreign sourcing of
products,
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<PAGE>
- Our dependence on key management personnel,
- Competition, and
- Other factors discussed in our filings with the SEC.
Other factors besides those listed here could also adversely affect the
Company.
SUMMARY INFORMATION ABOUT BLYTH
We operate in the home fragrance products market. We are a leader in design,
manufacture, marketing and distribution of an extensive line of home fragrance
products, including scented candles, outdoor citronella candles, potpourri and
environmental fragrance products. Closely complementing these products are a
broad range of candle accessories and decorative gift bags and tags. We have
operations inside and outside the United States and sell our products worldwide.
These products are sold under various brand names through a wide variety of
distribution channels. We are also a producer of portable heating fuel and other
institutional products sold, under various brand names, both domestically and
internationally through independent sales representatives and distributors. Our
principal offices are located at 100 Field Point Road, Greenwich, Connecticut,
06830-6442 and our telephone number is (203) 661-1926. A more detailed
description of our business is contained in our Annual Report on Form 10-K for
the year ended January 31, 1999, which we have incorporated in this Prospectus
by reference.
USE OF PROCEEDS
Unless we indicate otherwise in a Prospectus Supplement which accompanies
this Prospectus, we intend to use the proceeds of the Debt Securities for
general corporate purposes. We have not allocated a specific portion of the net
proceeds of the sale of the Debt Securities for any particular use at this time.
Before we use the proceeds for any specific purpose, we may invest them in
short-term investments.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the ratio of our earnings to fixed charges for the
periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31,
-----------------------------------------------------
1995 1996 1997 1998 1999
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges...................................... 16.1x 14.1x 17.6x 16.5x 15.9x
</TABLE>
We have computed these ratios by dividing earnings available for fixed
charges for each period by fixed charges for that period. For purposes of these
computations, we calculated "earnings" by adding our pre-tax income and our
fixed charges. We calculated "fixed charges" by adding the interest we pay on
our indebtedness, the amount we amortize for debt financing costs and our
estimate of the amount of the interest within our rental expense.
THE DEBT SECURITIES
The following description is a summary of certain of the material provisions
of the Indenture (as defined below) and the Debt Securities. This description
does not restate the Indenture or the terms of the Debt Securities in their
entirety. We urge you to read the Indenture because it, and not this
description, will define your rights as a holder of the Debt Securities. The
form of the Indenture is filed as an exhibit to the Registration Statement of
which this Prospectus is a part.
The following description relates generally to every series of Debt
Securities. The particular terms of any series of Debt Securities will be
described in the applicable Prospectus Supplement. If so
3
<PAGE>
indicated in the applicable Prospectus Supplement, the terms of any such series
may differ from the terms set forth below.
GENERAL
Any series of Debt Securities will be issued under an Indenture (the
"Indenture"), dated as of May , 1999, between Blyth and First Union National
Bank, as trustee (the "Trustee").
The Indenture does not limit the aggregate principal amount of all Debt
Securities or of any particular series of Debt Securities that may be issued
thereunder. The Indenture provides that Debt Securities may be issued from time
to time in one or more series, in each case with the same or various maturities,
at par or at a discount. The Indenture does not limit the amount of other debt
that we may issue and does not contain financial or similar restrictive
covenants. The Debt Securities will be direct, unsecured obligations of Blyth.
We expect from time to time to incur additional indebtedness. The Indenture
does not prohibit or limit the incurrence of additional indebtedness.
The Indenture does not contain any provision intended to provide protection
to holders of Debt Securities against a sudden or dramatic decline in our credit
quality that could, for example, result from a takeover, recapitalization,
special dividend or other restructuring.
We are a holding company and we conduct our operations through our
subsidiaries. Our only material assets are the stock of these subsidiaries. Our
cash flow, and consequently our ability to service our debts generally, and the
Debt Securities specifically, depend upon the operating earnings of these
subsidiaries and their payment of funds to us whether by dividends, loans of
otherwise. There can be no assurance that these payments will provide us with
sufficient funds to pay principal, premium, if any, and interest on the Debt
Securities.
The applicable Prospectus Supplement will describe the following terms of
the series of Debt Securities in respect of which this Prospectus is being
delivered:
- the title of such Debt Securities;
- any limit upon the aggregate principal amount of such Debt Securities and
the percentage of such principal amount at which such Debt Securities may
be issued;
- the date or dates on which the principal of such Debt Securities is
scheduled to become payable;
- the rate or rates, which may be fixed or variable, at which such Debt
Securities will bear interest, if any, or the formula by which interest
will be calculated, the date or dates from which interest will accrue, the
dates on which any such interest will be payable and the regular record
date for the interest payable on any interest payment date;
- if other than The City of New York, the place or places where the
principal of and premium, if any, and interest on Debt Securities will be
payable, any Debt Securities may be surrendered for registration of
transfer or for exchange and notices and demands in respect of the Debt
Securities may be served;
- the price or prices at which, the period or periods within which and the
terms and conditions upon which the Debt Securities may be redeemed, in
whole or in part, at the option of Blyth;
- the obligation, if any, of Blyth to redeem, purchase or repay Debt
Securities pursuant to any sinking fund or analogous provision or at the
option of the holder and the price or prices at which, the period or
periods within which and the other terms and conditions on which the Debt
Securities shall be redeemed, purchased or repaid, in whole or in part;
4
<PAGE>
- whether the Debt Securities are to be issued as fully registered
securities, bearer securities or both, and with or without coupons or
both;
- whether the Debt Securities will be issued in whole or in part in the form
of a Global Security and, in that case, the Depositary (if other than the
Depository Trust Company) for such Global Security;
- any additional covenants applicable to the Debt Securities;
- the denominations in which registered Debt Securities of the series shall
be issuable, if other than denominations of $1,000 and any integral
multiple thereof, and the denominations in which bearer Debt Securities of
such series, if any, shall be issuable if other than the denomination of
$5,000;
- if other than the principal amount thereof, the portion of the principal
amount of such Debt Securities that will be payable upon declaration of
acceleration of the maturity thereof;
- the currency or currency unit of payment of principal of and premium, if
any, and interest on such Debt Securities, and any index used to determine
the amount of principal of and premium, if any, and interest on such Debt
Securities;
- if other than as set forth in the Indenture, any event of default with
respect to the Debt Securities;
- the form of the Debt Securities;
- if other than First Union National Bank, the persons who will be the
security registrar and the paying agent for the Debt Securities and the
place or places where the security register for the Debt Securities will
be maintained;
- if warrants for the Debt Securities are to be issued, the form of such
warrants, the circumstances under and the manner in which the warrants may
be exercised, and any other term or condition regarding the warrants; and
- any other terms of such Debt Securities.
PAYMENT
Unless otherwise indicated in the applicable Prospectus Supplement,
principal of, and any premium and interest, if any, on Debt Securities will be
payable, and Debt Securities may be presented for registration of transfer, at
our agency or office maintained for such purpose in the Borough of Manhattan,
The City of New York. Interest may be paid at our option by check mailed to the
address of the holder entitled thereto as it appears on the applicable security
register. A holder of $10.0 million or more in aggregate principal amount of
Debt Securities of any series will be entitled to receive interest payments by
wire transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Trustee not later than ten business days
prior to the applicable interest payment date.
FORM, REGISTRATION AND TRANSFER
The Indenture provides that Debt Securities may be issued in fully
registered form or as bearer securities with coupons attached. Unless otherwise
indicated in the applicable Prospectus Supplement, Debt Securities will be
issued only in fully registered form, without coupons, in denominations of
$1,000 and any integral multiple thereof. The Indenture provides that Debt
Securities of any series may be issuable in permanent global form. See "Global
Securities". No service charge will be made for any registration of transfer or
exchange of the Debt Securities, but we may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
5
<PAGE>
The Debt Securities may be issued as Original Issue Discount Securities (as
defined below) to be offered and sold at a substantial discount below their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the applicable Prospectus Supplement. "Original Issue Discount
Security" means any Debt Security that provides for an amount less than the
principal amount thereof to be due and payable upon the declaration of
acceleration of the maturity thereof in accordance with the terms of the
Indenture.
The applicable Prospectus Supplement relating to any series of Debt
Securities that are Original Issue Discount Securities will describe the
particular provisions relating to acceleration of the maturity of a portion of
the principal amount of such series of Original Issue Discount Securities upon
the occurrence of an Event of Default.
COVENANTS
In the Indenture, we have agreed:
(1) to duly and punctually pay the principal of and any premium and interest on
the Debt Securities of each series;
(2) to maintain an office where Debt Securities may be presented for payment,
for registration of transfer and for exchange, and where notices and demands
may be served;
(3) to preserve the our corporate existence, rights and franchises, unless, in
our good faith judgment, the failure to keep in full force and effect such
corporate existence, rights or franchises could not, individually or in the
aggregate, reasonably be expected to have a material adverse effect;
(4) to pay all taxes, assessments, governmental charges or levies imposed on us
or any of our properties, assets, income or franchises that have or might
become a Lien on our properties or assets if unpaid, other than taxes,
assessments, governmental charges or levies being contested in good faith
and in appropriate proceedings for which we have established adequate
reserves or which, if unpaid, would not reasonably be expected to have a
material adverse effect;
(5) to maintain and keep our property in good repair, working order and
condition, unless we have concluded that discontinuing such maintenance
would not reasonably be expected to have a material adverse effect; and
(6) to maintain proper books of records and accounts in accordance with normal
business practice.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture provides that neither we nor any of our subsidiaries may
consolidate with or merge into any other person or convey, transfer or lease its
respective properties and assets (determined on a consolidated basis)
substantially as an entirety to any person unless:
(1) (i) we or one of our subsidiaries is the surviving corporation or (ii) the
person formed by such consolidation or into which we or one of our
subsidiaries is merged or the person which acquires our properties and
assets is a corporation organized and existing under the laws of the United
States, any State thereof or the District of Columbia and such person
expressly assumes, by a supplemental indenture, the payment of the principal
of and any premium and interest on the Debt Securities and the performance
of our other covenants under the Indenture;
(2) immediately after giving effect to such transaction, no Event of Default,
and no event that, after notice or lapse of time or both, would become an
Event of Default, has happened and is continuing; and
(3) we deliver to the Trustee officers' certificates and opinions of counsel.
6
<PAGE>
EVENTS OF DEFAULT
An "Event of Default" is defined in the Indenture, with respect to Debt
Securities of any series issued thereunder, as:
(1) we default in the payment of any installment of interest upon any of the
Debt Securities of that series when due, and continuance of that default
for a period of 30 business days;
(2) we default in the payment of principal of or any premium on any Debt
Security of that series when due at maturity, upon redemption, by
declaration or otherwise;
(3) we default in the payment of any sinking fund installment or analogous
obligation when due in respect of Debt Securities of that series;
(4) we or any of our subsidiaries default (i) in the payment of any
principal of or premium or interest on any other indebtedness, or the
obligation to repurchase or acquire any other indebtedness, that is
outstanding in an aggregate principal amount of at least $5.0 million
beyond any period of grace provided with respect thereto or (ii) in the
performance of or compliance with any term of any evidence of any of our
other indebtedness in an aggregate outstanding principal amount of at
least $5.0 million or of any mortgage, indenture or other agreement
relating thereto or any other condition exists, and as a consequence of
such default or condition such other indebtedness has become, or has been
declared (or one or more persons are entitled to declare such
indebtedness to be), due and payable before its stated maturity or before
its regularly scheduled dates of payment;
(5) a final judgment or order for the payment of money in excess of $5.0
million shall be entered against us or any of our subsidiaries and such
judgment or order is not discharged or stayed within 60 days after entry
of such judgment or order;
(6) we fail to observe or perform any other of our covenants or agreements
in the Debt Securities of that series or the Indenture and continuance of
such failure for a period of 30 days after the date on which written
notice of such failure has been given by the Trustee or the holders of at
least 25% of the aggregate principal amount of the outstanding Debt
Securities of that series;
(7) certain events relating to our employee benefit plans which could
reasonably be expected to have a material adverse effect shall have
occurred;
(8) certain events of bankruptcy, insolvency or reorganization of Blyth or
any of our subsidiaries shall have occurred.
The Indenture provides that the $5.0 million amounts referred to in clauses
(4) and (5) above will increase, if the analogous provisions in our existing
Credit Facility, any subsequent or replacement committed credit facility and the
7.54% Senior Notes are amended to increase the dollar amounts referred to
therein, to the lesser of the revised amounts (but in no event more than
$20,000,000) stated in our existing Credit Facility, any subsequent or
replacement committed credit facility and the 7.54% Senior Notes as so amended.
The Indenture provides that, if any Event of Default with respect to Debt
Securities of any series at the time outstanding thereunder occurs and is
continuing, either the Trustee or the holders of at least 25% in aggregate
principal amount of the outstanding Debt Securities of that series may declare
the principal amount (or, if the Debt Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all Debt Securities of that series to
be due and payable immediately. Upon certain conditions, such declaration may be
annulled and past defaults (except a default in payment of principal of or any
premium or interest on the Debt Securities of that series) may be waived by the
holders of a majority in principal amount of the outstanding Debt Securities of
that series on behalf of the holders of all Debt Securities
7
<PAGE>
of that series. In the event of the bankruptcy, insolvency or reorganization of
Blyth or any of our subsidiaries, the claims of holders of the Debt Securities
would be subject to the broad equity power of a United States Bankruptcy Court
and to the determination by that court of the nature of the rights of such
holders.
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee upon the occurrence and continuation of an Event of Default
to act with the required standard of care, to be indemnified by the holders of
any series of outstanding Debt Securities thereunder before proceeding to
exercise any right or power under the Indenture at the request of the holders of
such series of Debt Securities. The Indenture provides that the holders of a
majority in aggregate principal amount of outstanding Debt Securities of any
series may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or other power
conferred on the Trustee, with respect to the Debt Securities of that series.
The Trustee may decline to act if such direction is contrary to law or the
Indenture or would involve the Trustee in personal liability.
We will file annually with the Trustee a certificate as to compliance with
all conditions and covenants in the Indenture.
DEFEASANCE AND DISCHARGE
The terms of any series of Debt Securities may provide that we may terminate
certain of our obligations under the Indenture with respect such series of Debt
Securities by:
(1) depositing irrevocably with the Trustee for such series as trust funds,
in trust,
(a) in the case of Debt Securities denominated in a foreign currency,
money in such foreign currency or Foreign Government Obligations of
the foreign government or governments issuing such foreign currency,
(b) in the case of Debt Securities denominated in U.S. dollars, U.S.
dollars or U.S. Government Obligations, or
(c) a combination of money and U.S. Government Obligations or Foreign
Government Obligations, as applicable,
in each case in an amount that through the payment of principal, premium,
if any, or interest in respect thereof in accordance with their terms
will provide without reinvestment, not later than one business day before
the due date of any payment, sufficient money to pay the principal of,
premium, if any, and interest on the Debt Securities of such series as
they are due; and
(2) no Event of Default or event that, with notice or lapse of time or both
would become an Event of Default with respect to the Debt Securities of
that series shall have occurred and be continuing;
(3) we have paid all other amounts payable with respect to the Debt
Securities of that series;
(4) such deposit will not result in a breach or violation of the Indenture
or any other agreement or instrument to which we are a party; and
(5) we shall have delivered an opinion of independent counsel that the
holders of the Debt Securities of that series will have no federal income
tax consequences as a result of such deposit and termination.
Such termination will not relieve us of our obligation to pay when due the
principal of, any premium and interest on the Debt Securities of such series if
the Debt Securities of such series are not paid from the money, Foreign
Government Obligations or U.S. Government Obligations held by the Trustee.
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"U.S. Government Obligations" means securities that are direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged or obligations of a person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, that, in either case, are not
callable or redeemable at the option of the issuer thereof. "Foreign Government
Obligations" means securities denominated in a foreign currency that are direct
obligations of a foreign government for the payment of which its full faith and
credit is pledged or obligations of a person controlled or supervised by and
acting as an agency or instrumentality of a foreign government the payment of
which is unconditionally guaranteed as a full faith and credit obligation by
such foreign government, that, in either case, are not callable or redeemable at
the option of the issuer thereof.
The applicable Prospectus Supplement will state whether any defeasance
provisions of the Indenture will apply to the Debt Securities offered thereby.
MODIFICATION AND WAIVER
Certain modifications and amendments of the Indenture may be made by Blyth
and the Trustee only with the consent of the holders of not less than a majority
in aggregate principal amount of the outstanding Debt Securities of each series
issued under such Indenture and affected by the modification or amendment. No
such modification or amendment, without the consent of the holder of each
outstanding Debt Security issued under such Indenture and affected thereby, may:
(1) change the stated maturity of the principal of, or any premium or any
installment interest on, any such Debt Security;
(2) reduce the principal amount of any such Debt Security or any premium or
interest on any such Debt Security;
(3) reduce the amount of principal payable upon acceleration of the maturity
of any Original Issue Discount Security;
(4) change the place of payment where, or the coin or currency in which, any
principal of, or any premium or interest on, any such Debt Security is
payable;
(5) impair the right to institute suit for the enforcement of any such
payment on or after its stated maturity;
(6) reduce the percentage in principal amount of outstanding Debt Securities
of any series the consent of the holders of which is necessary to modify
or amend the Indenture or waive any default or Event of Default
thereunder; or
(7) modify the foregoing requirements or reduce the percentage of aggregate
principal amount of outstanding Debt Securities of any series required to
be held by holders seeking to waive compliance with certain provisions of
the Indenture or seeking to waive certain defaults.
The holders of not less than a majority in aggregate principal amount of the
outstanding Debt Securities of any series, on behalf of the holders of all Debt
Securities of that series, may waive, insofar as that series is concerned, our
compliance with certain provisions of the Indenture. The holders of not less
than a majority in aggregate principal amount of the outstanding Debt Securities
of any series may on behalf of the holders of all Debt Securities of that series
waive any past default under the Indenture with respect to that series, except a
default in the payment of the principal of, or any premium or interest on, any
Debt Security of that series or in respect of a covenant or provision that under
the Indenture cannot be modified or amended without the consent of the holder of
each outstanding Debt Security issued thereunder of the series affected.
9
<PAGE>
Other modifications and amendments of the Indenture may be made by Blyth and
the Trustee without the consent of holders of the outstanding Debt Securities.
The Indenture provides that in determining whether the holders of the
requisite principal amount of the outstanding Debt Securities issued under such
Indenture have given any request, demand, authorization, direction, notice,
consent or waiver thereunder or are present at a meeting of holders of Debt
Securities for quorum purposes:
(1) the principal amount of an Original Issue Discount Security that will be
deemed to be outstanding will be the amount of the principal thereof that
would be due and payable as of the date of such determination upon
acceleration of the maturity thereof, and
(2) the principal amount of a Debt Security denominated in a foreign
currency or currency unit will be the U.S. dollar equivalent, determined
on the date of original issuance of such Debt Security, of the principal
amount of such Debt Security or, in the case of an Original Issue
Discount Security, the U.S. dollar equivalent, determined on the date of
original issuance of such Debt Security, of the amount determined as
provided in (1) above.
TITLE
Blyth, the Trustee and any agent of Blyth or the Trustee may treat the
registered owner of any Debt Security as the absolute owner thereof, whether or
not such Debt Security is overdue and notwithstanding any notice to the
contrary, for the purpose of making payment and for all other purposes.
REPLACEMENT OF DEBT SECURITIES
Any mutilated Debt Security will be replaced by us at the expense of the
holder upon surrender of such Debt Security to the Trustee. Debt Securities that
are destroyed, lost or stolen will be replaced by us at the expense of the
holder upon delivery to the Trustee of satisfactory evidence of the destruction,
loss or theft thereof. In the case of a destroyed, lost or stolen Debt Security,
an indemnity satisfactory to the Trustee and us may be required at the expense
of the holder of such Debt Security before issuance of a replacement Debt
Security.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York.
CONCERNING THE TRUSTEE
Any Trustee may resign or be removed with respect to one or more series of
Debt Securities and a successor Trustee may be appointed to act with respect to
such series. If two or more persons are acting as Trustee with respect to
different series of Debt Securities, each such Trustee will be a Trustee of a
trust under the Indenture separate and apart from the trust administered by any
other such Trustee. Any action described herein to be taken by the Trustee in
that circumstance may be taken by each such Trustee with respect to, and only
with respect to, the one or more series of Debt Securities for which it is
Trustee.
10
<PAGE>
BOOK-ENTRY DEBT SECURITIES
The Prospectus Supplement will indicate whether we are issuing the related
Debt Securities as book-entry securities. Book-entry securities of a series will
be issued in the form of one or more global notes that will be deposited with
The Depository Trust Company, New York, New York, and will evidence all of the
Debt Securities of that series. DTC was created to hold the securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. DTC's participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations, some of whom (and/or their representatives) own DTC. Access to
DTC's book-entry system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with the SEC. No fees or
costs of DTC will be charged to you.
If we issue the Debt Securities as book-entry securities, we will not issue
certificates to each holder. We will issue one or more global securities to DTC
(or its nominee), which will keep a computerized record of its participants (for
example, your broker) whose clients have purchased the Debt Securities. The
participant will then keep a record of its clients who own the Debt Securities.
Unless it is exchanged in whole or in part for a security evidenced by
individual certificates, a global security may not be transferred, except that
DTC, its nominees and their successors may transfer a global security as a whole
to one another. Beneficial interests in global securities will be shown on, and
transfers of beneficial interests in global notes will be made only through,
records maintained by DTC and its participants. Each person owning a beneficial
interest in a global security must rely on the procedures of DTC and, if the
person is not a participant, on the procedures of the participant through which
the person owns its interest to exercise any rights of a holder of Debt
Securities under the Indenture.
The laws of some jurisdictions require that certain purchasers of securities
such as Debt Securities take physical delivery of the securities in definitive
form. These limits and laws may impair your ability to acquire or transfer
beneficial interests in the global security.
We will make payments on each series of book-entry Debt Securities to DTC or
its nominee, as the sole registered owner and holder of the global security.
Neither Blyth nor the Trustee nor any of their agents will be responsible or
liable for any aspect of DTC's records relating to or payments made on account
of beneficial ownership interests in a global security or for maintaining,
supervising or reviewing any of DTC's records relating to the beneficial
ownership interests.
DTC has informed us that, when it receives any payment on a global security,
it will immediately, on its book-entry registration and transfer system, credit
the accounts of participants with payments in amounts proportionate to their
beneficial interests in the global security as shown on DTC's records. Payments
by participants to you, as an owner of a beneficial interest in the global
security, will be governed by standing instructions and customary practices (as
is now the case with securities held for customer accounts registered in "street
name") and will be the sole responsibility of the participants.
DTC has informed us that it is owned by a number of its participants and by
the New York Stock Exchange, the American Stock Exchange, and the National
Association of Securities Dealers, Inc. DTC has further informed us that it is:
- a limited-purpose trust company organized under the New York Banking Law;
- a "banking organization" within the meaning of the New York Banking Law;
- a member of the United States Federal Reserve System;
- "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
11
<PAGE>
- a "clearing agency" registered under the provisions of Section 17A of the
Securities Exchange Act.
We will provide certificated notes in definitive form in exchange for a
global note only if:
- DTC notifies us that it is unwilling or unable to continue as depositary;
- DTC ceases to be a clearing agency registered under applicable law and a
successor depositary is not appointed by us within 90 days; or
- we determine not to require all of the debt securities of a series to be
represented by a global note.
If we issue Debt Securities in definitive form in exchange for a global
security, an owner of a beneficial interest in the global security will be
entitled to have Debt Securities equal in principal amount to the beneficial
interest registered in its name and will be entitled to physical delivery of its
Debt Securities in definitive form.
DISTRIBUTION OF THE DEBT SECURITIES
GENERAL
We may sell Debt Securities to or through underwriters, to be designated
from time to time, and we also may sell Debt Securities directly to other
purchasers or through agents or broker-dealers, including broker-dealers as
principals.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
The Debt Securities will be new issues of securities with no established
trading market. We have not established whether the underwriters, if any, of the
Debt Securities will make a market in the Debt Securities. If any such
underwriters make a market in the Debt Securities, their market making may be
discontinued at any time without notice. We cannot give any assurance as to the
liquidity of any trading market for the Debt Securities.
In connection with the sale of Debt Securities, we, or purchasers of Debt
Securities for whom underwriters act as agents, may pay compensation to
underwriters, dealers and agents in the form of discounts, concessions or
commissions. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them and any profit on the resale of Debt
Securities by them may be deemed to be underwriting discounts and commissions,
under the Securities Act. Any such underwriter or agent will be identified, and
any such compensation received from us will be described, in the applicable
Prospectus Supplement.
Underwriters, dealers and agents who participate in the distribution of Debt
Securities may enter into agreements with us which entitle them to be
indemnified by us against certain civil liabilities, including liabilities under
the Securities Act, or to receive contributions from us with respect to payments
that the underwriters, dealers or agents may be required to make in respect
thereof. Such underwriters, dealers or agents may engage in transactions with or
perform services for Blyth in the ordinary course of business.
Each underwriter, dealer and agent participating in the distribution of any
Debt Securities that are issuable as bearer securities will agree that it will
not offer, sell or deliver, directly or indirectly, bearer securities in the
United States or to United States persons (other than qualifying financial
institutions) in connection with the original issuance of such Debt Securities.
12
<PAGE>
DELAYED DELIVERY ARRANGEMENTS
If indicated in the applicable Prospectus Supplement, we will authorize
dealers or other persons acting as our agents to solicit offers by certain
institutions to purchase Debt Securities from us pursuant to contracts providing
for payment and delivery on a future date. Such contracts may be made with
institutions including commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others, but in all cases such institutions must be approved by us. Any
purchaser's obligations under any such contract will be unconditional except
that the purchase of the Debt Securities will not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The dealers and such other persons will not have any responsibility
relating to the validity or performance of such contracts.
LEGAL COUNSEL
Finn Dixon & Herling LLP, Stamford, Connecticut, as our counsel, has issued
an opinion as to the legality of the Debt Securities. 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 the Debt
Securities, beneficially own an aggregate of 15,150 shares of Common Stock.
EXPERTS
The audited consolidated financial statements and schedule of the Company
and its subsidiaries as of January 31, 1999 and 1998 and for each of the two
fiscal years ended January 31, 1999 incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the fiscal year ended January
31, 1999, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.
The audited consolidated financial statements and schedule of the Company
and its subsidiaries for the fiscal year ended January 31, 1997, incorporated by
reference from the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1999 into this Prospectus and elsewhere into 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.
13
<PAGE>
[LOGO]
$250,000,000
DEBT SECURITIES
------------------
We have not authorized anyone to give any information or to make any
representations concerning the offering of the Debt Securities except that which
is in this Prospectus or in the Prospectus Supplement which is delivered with
this Prospectus, or which is referred to under "Where You Can Find More
Information." If anyone gives or makes any other information or representation,
you should not rely on it. This Prospectus is not an offer to sell or a
solicitation of an offer to buy any securities other than the Debt Securities
which are referred to in the Prospectus Supplement. This Prospectus is not an
offer to sell or a solicitation of an offer to buy Debt Securities in any
circumstances in which the offer or solicitation is unlawful. You should not
interpret the delivery of this Prospectus, or any sale of Debt Securities, as an
indication that there has been no change in our affairs since the date of this
Prospectus. You should also be aware that information in this Prospectus may
change after this date.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Where You Can Find More Information................................................... 2
Forward Looking Statements............................................................ 2
Summary Information about Blyth....................................................... 3
Use of Proceeds....................................................................... 3
Ratio of Earnings to Fixed Charges.................................................... 3
The Debt Securities................................................................... 3
Book-Entry Debt Securities............................................................ 11
Distribution of the Debt Securities................................................... 12
Legal Counsel......................................................................... 13
Experts............................................................................... 13
</TABLE>
------------------------
MAY , 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth estimated expenses in connection with the
issuance and distribution of the securities being registered, assuming one
issuance of securities:
<TABLE>
<S> <C>
Registration Fee.................................................. $ 69,500
Printing and Engraving............................................ $ 30,000*
Trustee's Charges................................................. $ 10,300*
Accounting Fees................................................... $ 50,000*
Rating Agency Fees................................................ $ 160,000*
Legal Fees........................................................ $ 50,000*
Miscellaneous..................................................... $ 15,000*
---------
Total............................................................. $ 384,800*
</TABLE>
- ------------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than derivative
actions which are by or in the right of the corporation) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.
The Restated Certificate of Incorporation of Blyth contains provisions that
eliminate the personal liability of directors for monetary damages resulting
from breaches of their fiduciary duty. Directors remain liable for:
- breaches of the duty of loyalty;
- acts or omissions that are not in good faith or that involve intentional
misconduct by the directors or a knowing violation of law;
- violations of Section 174 of the Delaware General Corporation Law; or
- any transaction from which the director derived an improper personal
benefit.
Our Restated By-laws contain provisions requiring that we indemnify our
directors and officers to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law including circumstances in which
indemnification is otherwise within our discretion under Section 145. We believe
that these provisions are necessary in order to attract and retain qualified
people to serve as our directors and officers.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ------------- --------------------------------------------------------------------------------------------------
<S> <C> <C>
1. - Form of Underwriting Agreement.*
4. - Form of Indenture between the Registrant and First Union National Bank, as Trustee.**
5. - Opinion and consent of Finn Dixon & Herling LLP, counsel to the Registrant.***
12. - Calculation of Ratio of Earnings to Fixed Charges.**
23.1 - Consent of PricewaterhouseCoopers LLP.***
23.2 - Consent of Grant Thornton LLP.***
23.3 - Consent of Finn Dixon & Herling LLP, counsel to the Registrant (included in Exhibit 5).
24.1 - Powers of Attorney executed by certain of the officers and directors of the Registrant.**
24.2 - Certified Resolutions of the Board of Directors of the Registrant.**
25. - Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of First
Union National Bank, as Trustee.**
</TABLE>
* To be filed by amendment.
** Previously filed.
*** Filed herewith.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% 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; provided, however, that the undertakings set forth in subparagraphs
(i) and (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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.
II-2
<PAGE>
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.
4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to section 13(a)
or section 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
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, 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 the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the 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 the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
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
May 12, 1999.
<TABLE>
<S> <C> <C>
BLYTH INDUSTRIES, INC.
By: /s/ ROBERT B. GOERGEN
-----------------------------------------
Robert B. Goergen
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ ROBERT B. GOERGEN Chairman, Chief Executive May 12, 1999
- ------------------------------ Officer and President;
Robert B. Goergen Director (Principal
Executive Officer)
/s/ RICHARD T. BROWNING Vice President and Chief May 12, 1999
- ------------------------------ Financial Officer
Richard T. Browning (Principal Financial and
Accounting Officer)
* Vice Chairman and Director May 12, 1999
- ------------------------------
Howard E. Rose
* Director May 12, 1999
- ------------------------------
Roger A. Anderson
* Director May 12, 1999
- ------------------------------
John W. Burkhart
* Director May 12, 1999
- ------------------------------
Pamela M. Goergen
* Director May 12, 1999
- ------------------------------
Neal I. Goldman
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
* Director May 12, 1999
- ------------------------------
Roger H. Morley
* Director May 12, 1999
- ------------------------------
John E. Preschlack
* Director May 12, 1999
- ------------------------------
Frederick H. Stephens, Jr.
*By /s/ ROBERT B. GOERGEN
- ------------------------------
Robert B. Goergen
Attorney-in-fact
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------- --------------------------------------------------------------------------------------------------------
<S> <C>
1. Form of Underwriting Agreement.*
4. Form of Indenture between the Registrant and First Union National Bank, as Trustee.**
5. Opinion and consent of Finn Dixon & Herling LLP, counsel to the Registrant.***
12. Calculation of Ratio of Earnings to Fixed Charges.**
23.1 Consent of PricewaterhouseCoopers LLP.***
23.2 Consent of Grant Thornton LLP.***
23.3 Consent of Finn Dixon & Herling LLP, counsel to the Registrant (included in Exhibit 5).
24.1. Powers of Attorney executed by certain of the officers and directors of the Registrant.**
24.2. Certified resolutions of the Board of Directors of the Registrant.**
25. Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of First Union
National Bank, as Trustee.**
</TABLE>
* To be filed by amendment.
** Previously filed.
*** Filed herewith.
<PAGE>
EXHIBIT 5
Finn Dixon & Herling LLP
One Landmark Square
Stamford, Connecticut 06901
May 12, 1999
Blyth Industries, Inc.
100 Field Point Road
Greenwich, Connecticut 06830
Re: BLYTH INDUSTRIES, INC. -- REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as special counsel to Blyth Industries, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (No. 333-77721) of the Company covering $250,000,000
aggregate principal amount of the Company's debt securities (the "Debt
Securities"), which was filed with the Securities and Exchange Commission
(the "Commission") on May 4, 1999, as amended by Amendment No. 1, which is
being filed with the Commission on the date hereof (as amended, the
"Registration Statement"), relating to the issuance
from and after the date hereof of up to $250,000,000 in aggregate principal
amount of Debt Securities pursuant to that certain Indenture to be entered
into between the Company and First Union National Bank, as Trustee (the
"Indenture"). Capitalized terms used herein without definition shall have the
meanings assigned to them in, or by reference in, the Indenture.
In rendering the opinion set forth herein, we have examined a signed
copy of the Registration Statement and originals, telecopies or photocopies,
certified or otherwise identified to our satisfaction, of such records of the
Company and all such agreements, certificates of public officials, certificates
of officers or representatives of the Company and others, and such other
documents, certificates and corporate or other records as we have deemed
necessary or appropriate as a basis for this opinion. As to all matters of fact
(including, without limitation, matters of fact set forth in this opinion), we
have relied upon and assumed the accuracy of statements and representations of
officers and other representatives of the Company and others. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons signing or delivering any instrument, the authority
of all persons signing the Registration Statement, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as copies, certified or otherwise, and the
authenticity of the originals of such documents.
Based upon the foregoing, and in reliance thereon, and subject to
the qualifications, assumptions and exceptions heretofore and hereinafter set
forth, we are of the opinion that the Debt Securities and the Indenture have
been duly authorized and, when (a) the Indenture is duly executed and
delivered by the Company substantially in the form attached as Exhibit 4 to
the Registration Statement, (b) the Indenture is duly authorized, executed
and delivered by the Trustee substantially in the form attached as Exhibit 4
to the Registration Statement and (c) the Debt Securities are duly executed
by the Company and authenticated in accordance with the terms of the
Indenture and issued and delivered in accordance with the terms of the
Indenture against payment therefor as contemplated by the Registration
Statement, the Debt Securities will constitute valid and binding obligations
of the Company.
<PAGE>
Blyth Industries Inc.
May 12, 1999
Page 2
We do not express, or purport to express, any opinion with respect
to the laws of any jurisdiction other than the laws of the State of
Connecticut, the laws of the State of New York, Delaware corporate law and
the federal securities laws of the United States of America.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and further consent to the use of our name under the
heading "Legal Counsel" in the Registration Statement and the Prospectus which
forms a part thereof. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder by the Securities and Exchange Commission. This opinion is given as
of the date hereof and we assume no obligation to update or supplement this
opinion to reflect any facts or circumstances which may hereafter occur or come
to our attention or any changes in law which may hereafter occur.
Very truly yours,
/s/ Finn Dixon & Herling LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-77721) of
our report dated March 25, 1999, except for Note 12 and Note 15, as to which
the date is April 9, 1999, relating to the financial statements, which appear
in the 1999 Annual Report to Shareholders of Blyth Industries, Inc. and
Subsidiaries, which is incorporated by reference in the Blyth Industries,
Inc. and Subsidiaries' Annual Report on Form 10-K for the year ended January
31, 1999. We also consent to incorporation by reference of our report dated
March 25, 1999 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K. We also consent to the reference to us under
the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
May 12, 1999
Chicago, Illinois
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference into this Amendment
No. 1 to Registration Statement of Blyth Industries, Inc. on Form S-3 of our
report dated March 28, 1997, on our audit of the consolidated financial
statements and financial statement schedule of Blyth Industries, Inc. and
Subsidiaries for the year ended January 31, 1997, which report is included in
Blyth Industries, Inc.'s Annual Report on Form 10-K for the fiscal year ended
January 31, 1999.
/s/ Grant Thornton LLP
----------------------
GRANT THORNTON LLP
Chicago, Illinois
May 11, 1999
