SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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 Under Rule 14a-12
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(Name of Registrant as Specified In Its Charter)
BLYTH, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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/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
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it was determined):
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/ / Fee paid previously with preliminary materials.
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the offsetting fee was paid previously. Identify the previous
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BLYTH, INC.
ONE EAST WEAVER STREET
GREENWICH, CONNECTICUT 06831
(203) 661-1926
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To the Stockholders of May 1, 2001
Blyth, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Blyth, Inc. (the "Company") will be held at the Greenwich Library,
101 West Putnam Avenue, Greenwich, Connecticut 06830 on Tuesday, June 12, 2001,
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 2004 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 16, 2001, 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 June 1, 2001, 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. STOCKHOLDERS CAN ALSO VOTE THEIR SHARES ELECTRONICALLY THROUGH
THE INTERNET OR BY TELEPHONE (SEE DETAILS ON ENCLOSED PROXY CARD.)
By Order of the Board of Directors,
Bruce D. Kreiger,
SECRETARY
BLYTH, INC.
ONE EAST WEAVER STREET
GREENWICH, CONNECTICUT 06831
(203) 661-1926
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 12, 2001
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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, 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 Greenwich Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on
Tuesday, June 12, 2001, 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 May 1, 2001.
The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2001 (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 2004 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.
1
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 16, 2001, 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 47,087,076 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 Item 2. 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 certain matters (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 and 2 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 one of the
persons 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, Inc. Profit Sharing Retirement Plan
and Trust with respect to shares of Common Stock held in accounts under such
Plan.
If you are a registered stockholder, you may vote by telephone, or
electronically through the Internet, by following the instructions included with
your proxy card. If your shares are held in street name, check your proxy card,
or contact your broker or nominee, to determine whether you will be able to vote
by telephone or electronically.
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 as the Company's
independent accountants. 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, One East Weaver Street, Greenwich, Connecticut
06831, Attention: Bruce D. Kreiger, Secretary.
In addition to the use of the mail, stockholders can vote their shares
electronically through the Internet or by the telephone. Proxies may also be
solicited via personal interview and telephone or telegraph by the directors,
officers and regular employees of the Company. Such persons will receive no
2
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.
ITEM 1 ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
Blyth's Board of Directors currently consists of eight members, divided into
three classes serving staggered terms of office.
It is intended that the persons named in the enclosed form of proxy as
proxies will, except as noted below, vote FOR the election of the following
nominees as directors, to serve until the 2004 Annual Meeting of Stockholders:
ROBERT B. GOERGEN
NEAL I. GOLDMAN
HOWARD E. ROSE
Messrs. Goergen, Goldman and Rose currently serve as directors of Blyth.
Messrs. Goergen, Goldman and Rose were most recently elected as such at the
Annual Meeting of Stockholders held on June 9, 1998. The Board of Directors of
the Company does not contemplate that any of such nominees will become unable to
serve. If, however, any of such nominees should become unable to serve before
the Annual Meeting, proxies solicited by the Board of Directors will be voted by
the persons named as proxies therein in accordance with the best judgment of
such proxies.
INFORMATION REGARDING NOMINEES FOR ELECTION AS
DIRECTORS AND REGARDING CONTINUING DIRECTORS
The following table sets forth the name, age, business experience for the
past five years and other directorships of each of the Company's directors:
NAME, AGE AND CURRENT PERIOD SERVED AS DIRECTOR
POSITIONS, IF ANY, AND BUSINESS EXPERIENCE
WITH THE COMPANY DURING PAST 5 YEARS
--------------------- -------------------------
NOMINEES FOR ELECTION AT THE 2001 ANNUAL MEETING FOR TERMS EXPIRING IN 2004
Robert B. Goergen (62) Robert B. Goergen has been the Chairman of the Company
Chairman of the Board, Chief since its inception in 1977. He has served as Chief
Executive Officer and President Executive Officer of the Company since 1978 and as
President since March 1994. From 1979 to the present,
Mr. Goergen has also served as Chairman of The Ropart Group
Limited, a 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 Bionutrics, a biotech company, and of several
private companies.
Neal I. Goldman (56) 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.
3
NAME, AGE AND CURRENT PERIOD SERVED AS DIRECTOR
POSITIONS, IF ANY, AND BUSINESS EXPERIENCE
WITH THE COMPANY DURING PAST 5 YEARS
--------------------- -------------------------
Howard E. Rose (54) Howard E. Rose joined the Board of Directors in April 1998.
Mr. Rose has also served as a member of the Audit Committee
since June 2000. Mr. Rose served as Vice Chairman of the
Board from April 1998 to June 2000. 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.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2003
Roger A. Anderson (63) 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 (59) 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.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2002
John W. Burkhart (63) John W. Burkhart joined the Board of Directors in 1983.
Mr. Burkhart has also served as Chairman of the Audit
Committee since 1994. Since July 1984, Mr. Burkhart has
been the Chairman of the Board of Directors of Breezy Hill
Enterprises, Inc., a management services company. Since
June 1993, Mr. Burkhart has been the Chairman of the Board
of Directors and President of MWM Dexter, Inc., a specialty
printing company. Since January 1990, Mr. Burkhart has been
the Chairman of the Board of Directors 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 (67) 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.
4
NAME, AGE AND CURRENT PERIOD SERVED AS DIRECTOR
POSITIONS, IF ANY, AND BUSINESS EXPERIENCE
WITH THE COMPANY DURING PAST 5 YEARS
--------------------- -------------------------
Frederick H. Stephens, Jr. (69) 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.
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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL
NOMINEES.
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.
BOARD AND COMMITTEE MEETINGS
The Board of Directors has established two committees, the Audit Committee
and the Compensation Committee.
The Audit Committee is comprised of Messrs. Anderson, Burkhart and Rose and
assists the Board of Directors in fulfilling its oversight responsibilities.
Messrs. Anderson and Burkhart are independent directors, as defined by New York
Stock Exchange listing standards. However, the Company has used the "override"
provision of Section 303.02(D) of the New York Stock Exchange Listed Company
Manual regarding the appointment of Mr. Rose to the Audit Committee. As stated
under Item 1 "Election of Directors", Mr. Rose has been an employee of the
Company and its subsidiaries in the past three years and is not an "Independent
Director" as defined in the Blyth, Inc. Audit Committee Charter (2000) adopted
and approved by the Board of Directors on June 14, 2000 (the "Charter"), a copy
of which is included as Appendix A to this Proxy Statement. The Board of
Directors finds that, based on its business judgment, it is in the best
interests of the Company and its stockholders to elect Mr. Rose as a member of
the Audit Committee. The Audit Committee held six meetings during fiscal year
2001.
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
5
Amended and Restated 1994 Employee Stock Option Plan and qualified and
non-qualified retirement plans. The Compensation Committee held three meetings
during fiscal year 2001.
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 2001. In fiscal year 2001, 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) as of
the date hereof, 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:
NAME AND AGE POSITIONS
- ------------ ---------
Robert H. Barghaus (47) Robert H. Barghaus joined the Company as Vice President of
Financial Planning in February 2001, and in March 2001
Mr. Barghaus was elected Chief Financial Officer. From
December 1998 to March 2000, Mr. Barghaus was Executive
Vice President of Finance and Strategic Planning of Cahners
Business Information, a division of Reed Elsevier. Prior to
that, from May 1989 to January 1997, Mr. Barghaus was
Senior Vice President of Finance and Import Operations of
Labatt USA, and from January 1997 to December 1998 and from
March 2000 to February 2001, a principal of the Bev-Edge
Group, LLC, a consulting and management firm. Mr. Barghaus
is also a Certified Public Accountant.
Richard T. Browning (52) Richard T. Browning joined the Company as Vice President,
Finance in 1997. In April 1998, Mr. Browning was elected
Chief Financial Officer, and in March 2001 he became
President of Candle Corporation Worldwide, Inc. Previously,
Mr. Browning was President and Chief Executive Officer of
Lea & Perrins, Inc., a subsidiary of Groupe Danone.
Earlier, he was Chief Financial Officer and Vice President
of Sales of the Dannon Yogurt Company, another Groupe
Danone subsidiary.
Bruce G. Crain (40) Bruce G. Crain joined the Company in 1997 as Vice
President, Strategic Market Development. From 1997 to March
1999, Mr. Crain was the Senior Vice President of Operations
for PartyLite Gifts, Inc. In April 1999, Mr. Crain became
President of the Company's European Affiliate Group and
Vice President of the Company's Global Services, and in
March 2001 Mr. Crain became President of Global Services.
From 1994 to 1996, Mr. Crain held a variety of management
positions, including Chief Financial Officer for Home
Innovations, Inc. From 1989 to 1993, Mr. Crain was a
consultant with McKinsey & Company.
6
NAME AND AGE POSITIONS
- ------------ ---------
Elwood L. La Forge, Jr. (56) 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 the Company's
Worldwide Affiliate Group and continued to serve as a Vice
President of the Company. From 1988 to 1994, Mr. La Forge
was Senior Vice President and Chief Financial Officer of
Lenox, Inc., a subsidiary of Brown-Forman.
Frank P. Mineo (47) Frank P. Mineo joined the Company in 1994 as Vice
President, and later served as Senior Vice President,
Finance and Administration of PartyLite Gifts, Inc. from
February 1998 to August 1998. Mr. Mineo became President
of PartyLite Central Europe in September 1998. He later was
named President of PartyLite Europe. In October 1999,
Mr. Mineo became Executive Vice President of PartyLite
Gifts, Inc. until being named President of PartyLite Gifts,
Inc. in April 2000. In December 2000, Mr. Mineo became
President of PartyLite Worldwide, Inc. From 1976 until
joining the Company in 1994, Mr. Mineo worked in many
capacities for The Gillette Company, most recently as
Controller in Europe.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP OF MANAGEMENT. The following table sets forth, as of
April 16, 2001, 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, the "Named
Executive Officers") individually; Robert H. Barghaus, who became an executive
officer in March 2001; and all directors and executive officers as a group.
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.
NO. OF PERCENT
NAME OF BENEFICIAL OWNER SHARES OF CLASS
- ------------------------ ---------- --------
Robert B. Goergen(1)........................................ 12,900,736 27.4%
Roger A. Anderson(2)........................................ 377,958 *
John W. Burkhart(3)......................................... 596,304 1.3%
Pamela M. Goergen(4)........................................ 12,403,775 26.3%
Neal I. Goldman(5).......................................... 86,000 *
John E. Preschlack(6)....................................... 177,210 *
Howard E. Rose(7)........................................... 85,039 *
Frederick H. Stephens, Jr.(8)............................... 11,100 *
Robert H. Barghaus.......................................... 0 *
Richard T. Browning(9)...................................... 31,300 *
Bruce G. Crain(10).......................................... 56,242 *
Elwood L. La Forge, Jr.(11)................................. 60,503 *
Frank P. Mineo(12).......................................... 48,408 *
All directors and executive officers as a group
(13 persons).............................................. 14,430,800 30.6%
- ------------------------
* Less than 1%.
(1) Includes 11,990,395 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, 196,964 shares held by The
7
Goergen Foundation, Inc., a charitable foundation of which Mr. Goergen is a
director, president and sole investment manager, 413,380 shares and vested
options held by Pamela M. Goergen, Mr. Goergen's wife, and 225,000 shares
held by Ropart Investments LLC, a private investment fund of which
Mr. Goergen shares voting and investment power. 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, Inc., One East Weaver Street,
Greenwich, Connecticut 06831.
(2) Includes 366,958 shares held by Galena Partners, Ltd., a limited partnership
of which Mr. Anderson is a managing general partner, and 2,000 shares held
by Mr. Anderson. Mr. Anderson disclaims beneficial ownership of the shares
held by Galena Partners, Ltd. Also includes 9,000 shares issuable upon
exercise of options which are exercisable or become exercisable within
60 days of April 16, 2001.
(3) Includes 121,440 shares held by Mr. Burkhart, 146,300 shares held of record
by Breezy Hill Enterprises, Inc. Pension Plan, of which Mr. Burkhart is
trustee, 43,000 shares held of record by Breezy Hill Money Purchase Plan, of
which Mr. Burkhart is trustee and 276,564 shares held by Mr. Burkhart's
wife. Mr. Burkhart disclaims beneficial ownership of the shares held by his
wife. Includes 9,000 shares issuable upon exercise of options which are
exercisable or become exercisable within 60 days of April 16, 2001.
(4) Includes 404,380 shares held by Mrs. Goergen and 11,990,395 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 9,000 shares issuable upon exercise of options
which are exercisable or become exercisable within 60 days of April 16,
2001. The address of Mrs. Goergen is c/o The Ropart Group Limited, One East
Weaver Street, Greenwich, Connecticut 06831.
(5) Includes 80,000 shares held by Mr. Goldman and 6,000 shares issuable upon
exercise of options which are exercisable or become exercisable within
60 days of April 16, 2001.
(6) Includes 150,210 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 9,000 shares issuable upon
exercise of options which are exercisable or become exercisable within
60 days of April 16, 2001.
(7) Includes 85,039 shares held by Mr. Rose.
(8) Includes 3,600 shares held by Mr. Stephens and 7,500 shares issuable upon
exercise of options which are exercisable or become exercisable within
60 days of April 16, 2001.
(9) Includes 1,000 shares held by Mr. Browning and 300 shares held by
Mr. Browning's wife. Mr. Browning disclaims beneficial ownership of the
shares held by his wife. Also includes 30,000 shares issuable upon exercise
of options which are exercisable or become exercisable within 60 days of
April 16, 2001.
(10) Includes 1,000 shares held by Mr. Crain, 1,000 shares held by Mr. Crain as
trustee of a trust for the benefit of Mr. Crain's sister and 242 shares
acquired by Mr. Crain through Blyth's 401(k) plan. Mr. Crain disclaims
beneficial ownership of the shares held by the trust for the benefit of his
sister. Also includes 54,000 shares issuable upon exercise of options which
are exercisable or become exercisable within 60 days of April 16, 2001.
(11) Includes 5,003 shares held by Mr. La Forge and 55,500 shares issuable upon
exercise of options which are exercisable or become exercisable within
60 days of April 16, 2001.
(12) Includes 591 shares held by Mr. Mineo, 10,458 shares held by Mr. Mineo and
his wife, 3,342 shares held by Mr. Mineo and his children and 717 shares
acquired by Mr. Mineo through Blyth's 401(k)
8
plan. Also includes 33,300 shares issuable upon exercise of options which
are exercisable or become exercisable within 60 days of April 16, 2001.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the knowledge of the
Company, the following table lists each party (other than Mr. Goergen and
Mrs. Goergen, whose respective beneficial ownership is disclosed in the
immediately preceding table) that beneficially owned more than 5% of the Common
Stock outstanding as of such party's Schedule 13G reporting date:
NO. OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF CLASS
- ------------------------------------ --------- --------
Alex. Brown Investment Management(1)........................ 8,992,300 19.1%
Chieftain Capital Management, Inc.(2)....................... 4,642,544 9.9%
- ------------------------
(1) According to a statement on Schedule 13G dated February 15, 2001 and filed
with the Securities and Exchange Commission, Alex. Brown Investment
Management, a limited partnership which is 50% owned by Taunus Corporation,
beneficially owns 8,992,300 shares. The address of Alex. Brown Investment
Management is 217 E. Redwood Street, #1400, Baltimore, Maryland 21202.
According to a separate statement on Schedule 13G dated February 13, 2001
and filed with the Securities and Exchange Commission, Taunus Corporation
has reported that it is the beneficial owner of the 8,992,300 shares of
Common Stock that are beneficially owned by Alex. Brown Investment
Management and that it and its direct and indirect wholly-owned subsidiaries
beneficially own an additional 125,987 shares. The address of Taunus
Corporation is 31 West 52nd Street, New York, New York 10019. The
computation of the percentage of stock owned by Alex. Brown Investment
Management is based on the percentages reported in the Schedule 13G.
(2) According to a statement on Schedule 13G dated February 14, 2001 and filed
with the Securities and Exchange Commission, Chieftain Capital
Management, Inc. ("Chieftain") has investment discretion with respect to the
4,642,544 shares and its clients are the direct owners of such securities.
According to such Schedule 13G, Chieftain does not have any economic
interest in such shares and its clients have the sole right to receive
dividends and proceeds from the sale of such shares. According to such
Schedule 13G, no client of Chieftain has an interest that relates to more
than 5% of the shares. The address of Chieftain is 12 East 49th Street, New
York, New York 10017. The computation of the percentage of stock owned by
Chieftain is based on the percentages reported in the Schedule 13G.
9
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, 2001, 2000, and 1999 by the Named
Executive Officers.
SUMMARY COMPENSATION TABLE
ANNUAL
COMPENSATION LONG-TERM
------------------- COMPENSATION ALL OTHER
SALARY BONUS AWARDS COMPENSATION(1)
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS(#) ($)
- --------------------------- -------- -------- -------- ------------ ---------------
Robert B. Goergen, Chairman of the
Board, Chief Executive Officer and
President of the Company............. 2001 $641,346 $375,000 -- $20,104
2000 584,615 800,000 -- 7,700
1999 496,154 650,000 -- 7,702
Richard T. Browning, Vice President of
the Company and President of Candle
Corporation Worldwide, Inc.(2)....... 2001 $268,269 $ 90,000 10,000 $20,898
2000 253,846 104,000 65,000 16,985
1999 216,923 90,000 -- 11,198
Bruce G. Crain, Vice President of the
Company and President of Global
Services(3).......................... 2001 $248,269 $ 80,000 10,000 $11,477
2000 232,500 120,000 65,000 7,700
Elwood L. La Forge, Jr., Vice President
of the Company and President of
Worldwide Affiliate Group............ 2001 $268,269 -- -- $59,946
2000 258,462 25,000 50,000 57,700
1999 218,847 100,000 10,000 57,702
Frank P. Mineo, Vice President of the
Company, President of PartyLite
Gifts, Inc. and President of
PartyLite Worldwide, Inc.(4)......... 2001 $307,885 $165,000 60,000 $12,831
- ------------------------
(1) Amounts reported as All Other Compensation represent Company contributions
for the benefit of the Named Executive Officers to the profit sharing and
401(k) portions of the Company's Retirement Plan and the Company's
Non-Qualified Deferred Compensation Plan. Amounts reported for Richard T.
Browning as All Other Compensation also include $9,372 as payment for
premiums for long term disability for fiscal year 2001, and $9,285 as
payment for premiums for long term disability for fiscal year 2000. Amounts
reported for Mr. La Forge as All Other Compensation for fiscal years 1999,
2000 and 2001 also include $50,000 of indebtedness forgiven by the Company.
See "Certain Transactions."
(2) Until March of this year, Mr. Browning served as Chief Financial Officer of
the Company.
(3) Mr. Crain became an executive officer in fiscal year 2000.
(4) Mr. Mineo became an executive officer in fiscal year 2001.
10
INFORMATION REGARDING STOCK OPTIONS AND STOCK APPRECIATION UNITS
OPTION GRANTS IN FISCAL YEAR 2001
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, 2001.
INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE
---------------------------------------------------- -----------------------------
NUMBER OF % OF TOTAL VALUE AT ANNUAL RATES OF
SHARES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------
NAME GRANTED(1) FISCAL YEAR PER SHARE DATE 5% 10%
- ---- ---------- ------------ ----------- ---------- ---------- ------------
Robert B. Goergen......... -- -- -- -- -- --
Richard T. Browning....... 10,000 1.8% $22.31 12/13/10 $140,300 $ 355,600
Bruce G. Crain............ 10,000 1.8% $22.31 12/13/10 $140,300 $ 355,600
Elwood L. La Forge, Jr.... -- -- -- -- -- --
Frank P. Mineo............ 50,000 9.0% $25.22 3/29/10 $793,000 $2,009,700
10,000 1.8% $22.31 12/13/10 $140,300 $ 355,600
- ------------------------
(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 the Company'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, except
for options in the amount of 50,000 granted on March 29, 2000, which vest in
the third, fourth and fifth years at a rate of 33 1/3% on each anniversary
date 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.
11
2001 FISCAL YEAR-END OPTIONS
The following table sets forth certain information with respect to
unexercised options held by each of the Company's Named Executive Officers as of
January 31, 2001.
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS SHARES VALUE
AT FISCAL YEAR-END AT FISCAL YEAR-END ($) ACQUIRED ON RECEIVED
NAME (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE) EXERCISE (#) ($)
- ---- --------------------------- --------------------------- ------------ --------
Robert B. Goergen............ -- -- -- --
Richard T. Browning.......... 27,000/88,000 $ 18,494/$ 86,654(1) -- --
Bruce G. Crain............... 51,000/84,000 $166,845/$120,955(1) -- --
Elwood L. La Forge, Jr....... 52,000/57,500 $858,900/$ 1,470(1) -- --
Frank P. Mineo............... 30,800/67,200 $291,211/$ 66,005(1) -- --
- ------------------------
(1) Messrs. Browning, Crain, La Forge and Mineo hold options to purchase Common
Stock. The value of an "in the money" option represents the difference
between the exercise price of such option and $25.8100, the closing price on
the New York Stock Exchange, Inc. on January 31, 2001, multiplied by the
total number of shares subject to the exercisable or unexercisable portion
of the option, as the case may be.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Goldman, Preschlack and Stephens served as members of the
Compensation Committee in fiscal year 2001. None of such committee members
(i) was, during fiscal year 2001, an officer or employee of the Company or any
of its subsidiaries, (ii) was formerly an officer of the Company or any of its
subsidiaries, or (iii) had any relationship requiring disclosure by the Company
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 for which an
executive officer or director is a member of the Compensation Committee of the
Company or the Company's Board of Directors.
EMPLOYMENT CONTRACTS
ROBERT B. GOERGEN The Company has entered into an employment agreement with
Mr. Goergen dated as of August 1, 2000. The agreement provides for
Mr. Goergen's employment for a term of six years (subject to earlier termination
at the election of either the Company or Mr. Goergen, as described below) from
August 1, 2000. During the first three years of Mr. Goergen's employment
pursuant to the agreement (the "Initial Term"), he will serve as Chairman of the
Board and President and Chief Executive Officer of the Company and will be
responsible for the general management of the affairs of the Company. During the
remainder of the term of Mr. Goergen's employment pursuant to the agreement, he
will serve as the non-executive Chairman of the Board of the Company and will
have such duties and responsibilities for the management of the Company as the
Board of Directors may from time to time assign to him, consistent with the
duties and responsibilities that might reasonably be expected of a part-time
senior executive of a major corporation. Mr. Goergen has agreed that during the
Initial Term he will devote his full business time and attention to the business
and affairs of the Company while during the remainder of the term of the
employment agreement he will devote one half of his business time and attention
to the business and affairs of the Company.
Mr. Goergen will receive a base salary of at least $600,000 per year during
the Initial Term. During the remainder of the term of the employment agreement,
Mr. Goergen will receive a base salary of at least one-half of the annualized
base salary he was receiving on the last day of the third year of his employment
pursuant to the agreement. Mr. Goergen's base salary will be reviewed annually
by the Board of Directors for increase, in the Board's discretion. In addition
to his base salary, during the term of his employment
12
pursuant to the employment agreement, Mr. Goergen will participate in the
Company's Annual Incentive Compensation Plan or any successor plan. Mr. Goergen
will have a target bonus opportunity each year equal to one hundred percent of
his base salary, payable based upon meeting certain performance goals and
subject to adjustment upward or downward if those performance goals are exceeded
or are not met, as the case may be.
Mr. Goergen's employment agreement provides that, subject to vesting as
described below, he will be entitled to receive, during his lifetime, a
supplemental pension benefit, commencing on August 1, 2006, equal to fifty
percent of his "Final Average Compensation" but not to exceed $500,000 per
annum. "Final Average Compensation" is defined in the employment agreement to
mean the sum of the base salary and annual incentive award payments paid in
respect of the three calendar years of Mr. Goergen's employment by the Company,
out of the five calendar years of such employment ending on the last day of the
Initial Term (or, if earlier, the last day of his employment by the Company),
during which he received the highest level of such payments, divided by three.
Mr. Goergen's supplemental pension will vest daily, on a PRO RATA basis over the
six year period commencing on August 1, 2000 and will cease vesting if
Mr. Goergen's employment is terminated for "Cause" (as defined in the employment
agreement) or if Mr. Goergen voluntarily terminates his employment prior to the
end of the term of the employment agreement. To provide for the payment of such
supplemental pension benefit, the Company has purchased a single life annuity
contract that insures the payment of such benefit.
Each of the Company and Mr. Goergen has the right to terminate
Mr. Goergen's employment at any time. In the event of a termination of
Mr. Goergen's employment by reason of Mr. Goergen's death, Mr. Goergen's estate
will be entitled to continue to receive Mr. Goergen's then current base salary
for a period of twenty-four months and to receive the annual incentive award for
the year in which Mr. Goergen's death occurs; Mr. Goergen's spouse will be
entitled to continue to participate in certain Company benefit plans; and upon
the death of both Mr. Goergen and his spouse, the Company will, upon the demand
of the estate of either Mr. Goergen or his spouse, buy back from such estate up
to 7,500,000 shares of Company Common Stock within 90 days of such demand at the
fair market value thereof (as defined in the employment agreement) or register
the public offer and sale by such estate of up to 7,500,000 shares of Company
Common Stock. In the event of a termination of Mr. Goergen's employment by
reason of Mr. Goergen's disability, Mr. Goergen will be entitled to: receive
disability benefits in accordance with the Company's then current disability
program; continued payment of Mr. Goergen's then current base salary (less
disability benefit payments) through the end of the term of the agreement and
for a period of twenty-four months thereafter; payment of the annual incentive
award for the year in which Mr. Goergen's disability occurs; continued
participation by Mr. Goergen and his spouse in certain benefit plans maintained
by the Company; continuation of certain perquisites provided for in the
employment agreement; full vesting of the supplemental pension benefit described
above; and the buyback or registration of up to 7,500,000 shares of Company
Common Stock upon the death of both Mr. Goergen and his spouse, as described
above. In the event of the termination of Mr. Goergen's employment for "Cause"
(as defined in the employment agreement), Mr. Goergen will be entitled to
payment of his base salary through the date of such termination and any unvested
supplemental pension benefit will be forfeited. In the event of a termination of
Mr. Goergen's employment without "Cause", or of a "Constructive Termination
Without Cause" (as defined in the employment agreement), Mr. Goergen will be
entitled to: continued payment of Mr. Goergen's then current base salary through
the end of the term of the agreement; payment of the annual incentive award for
the year in which Mr. Goergen is terminated; continued participation by
Mr. Goergen and his spouse in certain benefit plans maintained by the Company;
continuation of certain perquisites provided for in the employment agreement;
continued provision by the Company of office space and secretarial support; the
repurchase by the Company from Mr. Goergen of 100,000 shares of Company Common
Stock at the end of each of the next four calendar quarters at fair market value
(as defined in the employment agreement); full vesting of the supplemental
pension benefit described above; and the buyback or registration of up to
7,500,000 shares of Company Common Stock upon the death of both Mr. Goergen and
his spouse, as described above. In the event that
13
Mr. Goergen voluntarily terminates his employment prior to the expiration of the
employment agreement (other than pursuant to a "Constructive Termination Without
Cause") he will be entitled to payment of his base salary through the date of
such voluntary termination and any unvested supplemental pension benefit will be
forfeited. In the event that Mr. Goergen retires after the expiration of the
term of the employment agreement, Mr. Goergen will be entitled to: continued
participation by Mr. Goergen and his spouse in certain benefit plans maintained
by the Company; continuation of certain perquisites provided for in the
employment agreement; continued provision by the Company of office space and
secretarial support; and the buyback or registration of up to 7,500,000 shares
of Company Common Stock upon the death of both Mr. Goergen and his spouse, as
described above.
In connection with the employment agreement, the Company and Mr. Goergen
entered into a registration rights agreement relating to the registration of up
to 7,500,000 shares of Company Common Stock as described above in the event that
the Company chooses not to purchase such shares upon the death of both
Mr. Goergen and his spouse. The Company will not be obligated to purchase or
register such shares, notwithstanding the death of both Mr. Goergen and his
spouse, if the survivor's estate, or his or her beneficiaries, as the case may
be, can then sell all of the shares of the Company Common Stock owned by them
without registration.
PENSION PLANS
As described above under the heading "Employment Contracts", in 2000 the
Company entered into an employment agreement with Mr. Goergen pursuant to which
the Company agreed to pay him a supplemental pension benefit. The formula by
which Mr. Goergen's supplemental pension benefit is determined is also described
above. The Company estimates that if Mr. Goergen continues in his position as
previously described and retires on or after August 1, 2006, the estimated
annual supplemental pension benefit payable to Mr. Goergen will be $500,000.
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. Based upon a review of the filings furnished
to the Company and on representations from its directors and executive officers,
all filing requirements of Section 16(a) of said Act were complied with during
fiscal year 2001, except that Robert B. Goergen filed an amended Form 4 in
March 2000 to correct certain information on the original Form 4 filing for a
transaction in January 2000, and Frank P. Mineo filed an amended Form 3 in
May 2000 to correct certain information in the original Form 3 filed in
April 2000.
CERTAIN TRANSACTIONS
On March 17, 1995, the Company made a $350,000 loan to Elwood L. La Forge,
Jr., a Vice President of the Company and President of the Company'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 the Company. To date, the Company
has forgiven each annual installment of principal payable by Mr. La Forge. The
14
largest amount outstanding during fiscal year 2001 was $150,000, and as of
May 1, 2001, the aggregate outstanding principal amount of the loan was
$100,000.
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 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 Committee.
Annual incentive cash bonus awards are based upon the extent to which the
Company and its subsidiaries meet or exceed specified financial goals (such as
meeting or exceeding sales and operating budgets and achieving target levels of
earnings before interest and taxes and return on equity) established by
executive management and the Board of Directors at the beginning of the
Company's fiscal year. Incentive awards are also based on an individual's
performance in achieving specific annual management objectives which may or may
not be quantifiable. Annually, the nature and extent of each individual's major
accomplishments and contributions for the year are determined through written
information
15
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.
As discussed above, under the heading "Employment Contracts", in 2000, the
Company entered into an employment agreement with Mr. Goergen. Mr. Goergen's
base salary, his eligibility for participation in, and target bonus pursuant to,
the Company's incentive bonus program and his supplemental pension were each
established at the time his employment agreement was entered into.
Mr. Goergen's compensation pursuant to his employment agreement was established
after a review process similar to that described above, taking into
consideration relevant information available with respect to comparable
companies and available salary survey data. The Committee believes, based on its
experience with respect to compensation practices, and taking into account the
vision and leadership displayed by Mr. Goergen during his tenure as CEO, that
Mr. Goergen's compensation as established by his employment agreement is
appropriate in light of the overall goal of the Company's compensation policies
and is in line with that paid by comparable companies in similar circumstances.
The Company's Annual Incentive Compensation Plan, which was approved by the
stockholders at the Company's 2000 Annual Meeting, does not have a material
impact on the procedures that are followed by the Committee in determining
annual incentive awards. Each year, the Committee selects participants from
amongst the officers and key employees of the Company and its subsidiaries. The
Committee establishes target awards for the year by salary grade or other
standards as well as a target award pool, which is the sum of the target awards
for such year for all participants. The Committee also establishes target
financial goals for such year under which from 25% to 200% of the target award
pool can become available for payment. Target awards are based on the Company's
net income, aggregate sales, return on equity and/or earnings per share. After
the close of the fiscal year, based upon the achievement of the target financial
goals and upon management's assessments of each participant's individual
performance during the year, the Committee determines what part, if any, of the
participant's target award will be paid. The Committee is under no obligation to
pay all of the available target award pool for a year; in any event, the total
amount paid under the Annual Incentive Compensation Plan for a year may not
exceed 200% of the target award pool for such year. Moreover, no participant who
is a "covered employee" under Section 162(m) of the Code may receive an annual
award under this Plan greater than 150% of the lesser of such employee's base
salary or $1,000,000.
Stock option grants are awarded by the 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 2001, the
Company awarded 557,500 options (in awards ranging from 500 options to 50,000
options) to 150 executives under the Employee Plan.
JOHN E. PRESCHLACK NEAL I. GOLDMAN FREDERICK H. STEPHENS, JR.
CHAIRMAN
16
COMPARISON OF TOTAL STOCKHOLDER RETURN
The performance graph set forth below reflects the yearly change in the
cumulative total stockholder return (price appreciation and reinvestment of
dividends) on the Company's Common Stock compared to the S&P 500 Index, the
Russell 1000 Index, and the S&P 400 Midcap Index for the five fiscal years ended
January 31, 2001. The graph assumes the investment of $100 in Company Common
Stock and the reinvestment of all dividends paid on such Company Common Stock
into additional shares of Company Common Stock, and such indexes over the
five-year period.
The Company believes that it is unique and does not have comparable industry
peers. Since the Company's competitors are typically not public companies or are
themselves subsidiaries or divisions of public companies engaged in multiple
lines of business, the Company believes that it is not possible to compare the
Company's performance against that of its competition. In the absence of a
satisfactory peer group, the Company believes that it is appropriate to compare
the Company to companies comprising the Russell 1000 and the S&P 400 Midcap
Indexes.
BLYTH, INC. PERFORMANCE GRAPH
COMPARISON OF TOTAL STOCKHOLDER RETURN
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Dollars
1/31/96 1/31/97 1/31/98 1/31/99 1/31/00 1/31/01
Blyth
Industries 100 133 153 149 126 139
S&P 500 100 124 154 201 219 232
Russell 1000 100 123 153 196 217 229
S&P 400 Midcap 100 120 148 171 196 255
17
INDEPENDENT ACCOUNTANT FEES
AUDIT FEES
Fees for services performed by PricewaterhouseCoopers LLP ("PwC") during the
fiscal year 2001 relating to the audit of the consolidated annual financial
statements, including statutory audits of foreign subsidiaries, aggregated
approximately $379,000 of which an aggregate amount of $118,600 has been billed
through January 31, 2001.
ALL OTHER FEES
Fees for all other services performed by PwC, principally tax planning,
during the fiscal year 2001 aggregated approximately $640,600.
AUDIT COMMITTEE REPORT
Management is responsible for Blyth's internal controls and the financial
reporting process. PwC, our independent accountants, are responsible for
performing an independent audit of Blyth's consolidated financial statements in
accordance with generally accepted auditing standards and for issuing a report
on those statements. The Audit Committee's responsibility is to monitor and
oversee these processes.
As set forth in more detail in the Charter, the primary role of the Audit
Committee is to assist the Board of Directors in fulfilling its oversight
responsibilities. The Audit Committee's primary responsibilities fall into three
broad categories:
- first, the Audit Committee is charged with monitoring the preparation of
quarterly and annual financial reports by the Company's management,
including discussions with management and the Company's independent
auditors about draft annual financial statements and key accounting and
reporting matters;
- second, the Audit Committee is responsible for matters concerning the
relationship between the Company and its independent auditors, including
evaluating their performance and recommending their appointment or
removal; reviewing the scope of their audit services and related fees, as
well as any other services being provided to the Company; providing and
maintaining an open, direct avenue of communication between the Board of
Directors and the independent auditors and determining whether the
independent auditors are independent (based in part on the annual letter
provided to the Company pursuant to INDEPENDENCE STANDARDS BOARD STANDARD
NO. 1); and
- third, the Audit Committee is responsible for matters concerning the
Company's systems of internal controls, including review of policies
relating to legal and regulatory compliance, ethics and conflicts of
interests; and review of the recommendations, if any, of the Company's
independent auditors.
The Audit Committee has implemented procedures to ensure that during the
course of each fiscal year it devotes the attention that it deems necessary or
appropriate to each of the matters assigned to it under the Charter.
In the course of fulfilling its responsibilities, the Audit Committee has:
- reviewed and discussed with management the audited financial statements
for the year ended January 31, 2001;
- discussed with representatives of PwC the matters required to be discussed
by Statement on Auditing Standards No. 61, Communication with Audit
Committees;
- received the written disclosures and the letter from PwC required by
Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees;
18
- discussed with representatives of PwC the public accounting firm's
independence from Blyth and management; and
- considered whether the provision by PwC of non-audit services is
compatible with maintaining PwC's independence.
Based on the foregoing, the Audit Committee recommended to the Board of
Directors that the audited financial statements referred to above be included in
Blyth's Annual Report on Form 10-K for the fiscal year ended January 31, 2001
for filing with the Securities and Exchange Commission.
JOHN W. BURKHART ROGER A. ANDERSON HOWARD E. ROSE
CHAIRMAN
19
ITEM 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The proxy, unless otherwise directed thereon, will be voted for a resolution
ratifying the action of the Board appointing the firm of PricewaterhouseCoopers
LLP as independent accountants to make an audit of the accounts of the Company
for fiscal year 2002. PricewaterhouseCoopers LLP has audited the Company's
financial statements since fiscal year 1998. The names of the Directors
currently serving on the Audit Committee are set forth on page 5 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 LLP 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 LLP 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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 2002 Annual
Meeting of Stockholders must be received at the Company's principal executive
offices located at One East Weaver Street, Greenwich, Connecticut 06831,
Attention: Bruce D. Kreiger, Secretary, on or before December 31, 2001 for
consideration for inclusion in the Company's Proxy Statement and form of proxy
relating to that meeting. In addition, if a stockholder fails to provide the
Company notice of any stockholder proposal on or before the 60th day prior to
the date of the Company's 2002 Annual Meeting of Stockholders, then the
Company's management proxies will be entitled to use their discretionary voting
authority if such stockholder 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, the Company'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.
FINANCIAL STATEMENTS
The Company's audited consolidated financial statements as at January 31,
2001 and 2000, and for the periods ended January 31, 2001, 2000, and 1999, are
included as part of the Annual Report on Form 10-K which accompanies this Proxy
Statement.
By Order of the Board of
Directors,
Bruce D. Kreiger, Secretary
May 1, 2001
20
APPENDIX A
JUNE 14, 2000
BLYTH, INC.
AUDIT COMMITTEE CHARTER
2000
OBJECTIVES
The primary role of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities. It will do this by meeting these
objectives:
1. To assist the Directors in fulfilling their fiduciary and legal
responsibilities relating to the Company's: (a) accounting, audit, and
public reporting policies and practices, (b) compliance with laws and
regulations, and (c) code of conduct.
2. To assist the Directors by providing oversight to ensure that the
Company's financial management, along with its financial reporting
process, systems of internal control, and internal and external audit
processes are sound and effective.
3. To provide and maintain an open, direct avenue of communication as well
as an effective working relationship between the Directors, and the
independent auditors, management, and the internal auditors.
ACTIVITIES
In accomplishing the above objectives, the major activities of the Audit
Committee are:
EVALUATION AND SELECTION OF AUDITORS
The Committee shall review annually the effectiveness, productivity,
technical competence, and independence of the Company's independent auditors
(see Exhibit 1). Based on this evaluation, it recommends to the Board the
appointment of the independent auditors for the ensuing year.
REVIEW OF AUDIT SCOPE AND FEES
The Committee will meet with the independent auditors to review and
determine the effectiveness of the proposed audit scope and approach, including
compensation paid to the independent auditors for the audit and other work.
MONITOR AND REVIEW OF AUDIT RESULTS
The Committee shall review and monitor the progress of the annual audit. The
Committee shall review and discuss the corporation's audited financial
statements with management. The Committee will discuss with the independent
auditors, upon completion of their year-end audit and prior to release to the
public of results for the year: (a) the Company's financial statements including
the footnotes thereto, (b) any report or opinion proposed to be rendered in
connection therewith, (c) the cooperation which the independent auditors
received during the course of their review and their access to all records,
data, and information which they requested, (d) any significant transactions
which were not part of the Company's business, (e) any change in accounting
principles, (f) all significant adjustments proposed by the auditors, and
(g) any other matters required to be discussed by SAS 61.
MONITOR AND REVIEW OF INTERIM FINANCIAL STATEMENTS
The Committee shall review the Company's quarterly financial information
with management and the independent auditors prior to the public release of this
information. This review will be conducted to gain
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insight into the fairness of the quarterly statements and disclosures and to
ensure that the independent auditors communicate certain required matters to the
Committee.
REVIEW OF THE CODE OF CONDUCT
The Committee shall periodically review and, where appropriate, recommend to
the Board revisions to the Company's policies and controls with respect to
(a) use of corporate funds or other assets for improper and unlawful purposes,
and (b) conflicts of interest; and recommend to the Board of Directors any
changes in these policies which the Committee deems appropriate. The Committee
should receive reports on the means used to identify possible conflicts of
interest of management, employees, or Directors and any illegal payments and
should determine the disposition of any such matters.
IMPLEMENTATION OF INDEPENDENT AUDITOR'S RECOMMENDATIONS
The Committee shall consider the recommendations of the independent public
accountants included in their management letter and management's response. The
Committee may instruct management to implement the necessary policies and
procedures to fulfill such recommendations and review the progress of such
implementation.
REVIEW ADEQUACY OF SYSTEM OF INTERNAL CONTROL AND FINANCIAL STAFF
The Committee shall discuss with the independent auditors their perception
of the Company's financial and accounting personnel and its system of internal
controls, any recommendations which the independent auditors propose in their
"management letters" with respect to improving internal financial controls;
computer systems and applications, including security and contingency plans; and
it shall review written responses of management to "management letters" from the
independent auditors.
RECENT ACCOUNTING PRONOUNCEMENTS
The Committee will discuss recent or proposed changes in generally accepted
accounting principles along with SEC and NYSE accounting and reporting
requirements with management and the independent auditors to ascertain their
impact on the Company's financial statements.
PROVIDE COMMUNICATIONS WITH INDEPENDENT AUDITORS
The Committee shall provide the independent auditors with open and easy
access to the Board of Directors through its Audit Committee. Any serious
unresolved differences between the independent auditors and management should be
promptly reported to the Committee.
REVIEW OF PUBLIC FINANCIAL REPORTING
Prior to release, the Committee shall review all financial reports, such as
quarterly and annual reports and SEC 10-K and 10-Q reports, including "earnings
releases".
PROVIDE GENERAL OVERSIGHT
The Committee will review with the Company's counsel any legal matters that
could have a material effect on financial statements as well as any matter of
compliance with laws and regulations. It will review the findings of
examinations by regulatory agencies. Where necessary, it may institute special
investigations and, with Board appropriation, engage special counsel or experts.
At the request of the Board, the Committee will perform other oversight
functions.
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REPORT TO THE BOARD OF DIRECTORS
Upon completion of its reviews, the Committee should report to the Board of
Directors on its findings, conclusions, and recommendations. This includes
presentation of the audited financial statements and any other matters arising
from the Committee's reviews that are deemed appropriate. The Committee may
present interim reports to the Board as review work progresses. The Committee
shall, unless it determines that it cannot do so, recommend to the Board of
Directors that the corporation's annual financial statements be included in its
Annual Report on Form 10-K.
ORGANIZATION
The Committee shall consist of at least three and no more than five
Directors, each of whom (a) shall be an "Independent Director", and (b) shall be
"Financially Literate" or must become Financially Literate within a reasonable
period of time after his or her appointment to the Committee. In addition, at
least one member of the Committee must have "Accounting or Related Financial
Management Expertise". The terms "Independent Director", "Financially Literate"
and "Accounting or Related Financial Management Expertise" shall have the
meanings ascribed thereto in Exhibit 2 to this Audit Committee Charter. The
Committee chairman and members are appointed by the Board.
The Committee will comply with the Securities and Exchange Commission and
New York Stock Exchange rules governing audit committees.
MEETINGS
The method of carrying out the above Committee activities is through a
series of meetings. An annual meeting will be held with the independent auditors
just prior to the Board meeting at which the annual financial statements are to
be presented.
One or two other meetings may be held throughout the year to:
1. Plan for the current year's examination by the independent auditors.
2. Consider any special instructions as to the audit scope.
3. Review the independent auditor's management letter and management's
response.
4. Establish company policy where appropriate.
5. Review the annual plan and activities of the internal auditors.
6. Review and discuss any other matters appropriate to the Committee.
Members of management may be invited to attend the Committee meetings to
provide background on specific matters or to be kept informed on
Committee activities.
The agenda for the meetings are the responsibility of the Audit Committee
chairman. Generally, the annual meeting agenda will follow the format of the
independent auditor's report. Agenda for the other meetings will depend on the
purpose of the meeting.
Minutes of the meetings will be prepared and distributed to all Directors.
STATEMENT OF PRINCIPLES CONCERNING THE COMPANY'S INDEPENDENT AUDITORS
The Company' independent auditors shall be ultimately accountable to the
Board of Directors and the Committee. The Board and Directors and the Committee
shall have the ultimate authority and responsibility to evaluate, select (or
nominate for shareholder approval) and, as appropriate, terminate the Company'
independent auditors.
A-3
The Committee shall be responsible for:
1. Ensuring that the independent auditors submit on a periodic basis to the
Committee a formal written statement delineating all relationships
between the independent auditors and the Company;
2. Actively engaging in a dialogue with the independent auditors with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the independent auditors; and
3. Taking or recommending that the Board of Directors take appropriate
action in response to the independent auditors' report to satisfy itself
of the independent auditors' independence.
ANNUAL REVIEW OF ADEQUACY OF AUDIT COMMITTEE CHARTER
The Committee shall review and reassess the adequacy of this Audit Committee
Charter on an annual basis.
BLYTH, INC.
AUDIT COMMITTEE CHARTER
EXHIBIT 1
Considerations for Evaluating Independent Auditors
- Competency and character of the staff assigned to the audit
- Audit scope and approach
- Fees
- Audit Firm's:
- Knowledge of Blyth's industry
- Geographic coverage
- Professional resources and capabilities
- Policies for staff recruiting and development
- Policies concerning staff rotation
- Membership in SEC Practice Section of AICPA
- Positions taken in public appearances
- Effectiveness in planning and executing the audit
- Ability to identify and assess deficiencies and recommend corrective
action
- Management letter quality and helpfulness
- Follow up action on management letter
- Compliance with audit committee instructions
- Ability to meet deadlines and respond quickly to management and
committee needs
- Staff and management opinion of competence of independent auditor
personnel
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BLYTH, INC.
AUDIT COMMITTEE CHARTER
EXHIBIT 2
(DEFINITIONS OF CERTAIN TERMS)
INDEPENDENT DIRECTOR
For purposes of the Audit Committee Charter (2000), the term "INDEPENDENT
DIRECTOR" shall mean a person other than an officer or employee of the company
or its subsidiaries or any other individual having a relationship which, in the
opinion of the company's board of directors, might interfere with the exercise
of their independence from management and the corporation. A director shall not
be considered independent:
1. Who is, or has been in any of the past three years, employed by the
corporation or any of its subsidiaries or affiliates;
2. Who is a member of the immediate family of an individual who is, or has
been in any of the past three years, employed by the corporation or any
of its subsidiaries or affiliates as an executive officer; immediate
family includes a person's spouse, parents, children, siblings,
mothers-in-law, fathers-in-law, brothers-in-law, sisters-in-law,
sons-in-law, daughters-in-law, and anyone (other than an employee) who
resides in such person's home;(1)
3. Who (i) is, or has been during the past three years, a partner in, or a
controlling shareholder or an executive officer of, any business
organization that has a business relationship with the corporation or
(ii) has, or has had during the past three years, a direct business
relationship with the corporation, unless the Board of Directors
determines in its business judgment that the relationship does not
interfere with the director's exercise of independent judgment, taking
into consideration, among other things, the materiality of the
relationship to the corporation, and, if applicable, to the organization
with which the director is affiliated;(2) or
4. Who is employed as an executive of another corporation where any of the
corporation's executives serves on that other corporation's compensation
committee.
FINANCIALLY LITERATE
A director shall be deemed to be "FINANCIALLY LITERATE" if he or she is able
to read and understand fundamental financial statements, including a company's
balance sheet, income statement, and cash flow statement.
ACCOUNTING OR RELATED FINANCIAL MANAGEMENT EXPERTISE
A director shall be deemed to have "ACCOUNTING OR RELATED FINANCIAL
MANAGEMENT EXPERTISE" if he or she has past employment experience in finance or
accounting, requisite professional certification in accounting, or any other
comparable experience or background which results in the director's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities of a substantial business enterprise.
- ------------------------
(1) A PERSON WHO WAS AN EMPLOYEE OR A MEMBER OF THE IMMEDIATE FAMILY OF A FORMER
EXECUTIVE OFFICER OF THE CORPORATION MAY, NOTWITHSTANDING THE THREE YEAR
LIMITATIONS SET FORTH IN PARAGRAPHS 1 AND 2, SERVE AS A DIRECTOR IF THE
BOARD OF DIRECTORS DETERMINES IN ITS BUSINESS JUDGMENT THAT MEMBERSHIP ON
THE COMMITTEE BY SUCH PERSON IS REQUIRED IN THE BEST INTERESTS OF THE
CORPORATION AND ITS SHAREHOLDERS; IN SUCH EVENT, THE CORPORATION SHALL
DISCLOSE IN ITS NEXT ANNUAL PROXY STATEMENT THE NATURE OF THE RELATIONSHIP
AND THE REASONS FOR SUCH DETERMINATION.
(2) "BUSINESS RELATIONSHIPS" CAN INCLUDE COMMERCIAL, INDUSTRIAL, BANKING,
CONSULTING, LEGAL, ACCOUNTING AND OTHER RELATIONSHIPS.
A-5
BLYTH, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF BLYTH, INC.
P
R
O
X
Y
The undersigned, having received the Notice of Annual Meeting and Proxy
Statement, hereby appoints Robert B. Goergen and Robert H. Barghaus or either of
them, proxies with full power of substitution, for and in the name of the
undersigned, to vote all shares of Common Stock of Blyth, Inc. owned of record
by the undersigned, and which the undersigned is entitled to vote on all matters
which may come before the 2001 Annual Meeting of Stockholders to be held at
Greenwich Library, 101 West Putnam Avenue, Greenwich, Connecticut, on June 12,
2001, at 9:00 a.m., local time, and any adjournments or postponements thereof,
unless otherwise specified herein.
THIS PROXY ALSO PROVIDES CONFIDENTIAL VOTING INSTRUCTIONS TO THE TRUSTEES OF
THE BLYTH, INC. PROFIT SHARING RETIREMENT PLAN AND TRUST WITH RESPECT TO
SHARES OF COMMON STOCK HELD IN ACCOUNTS UNDER SUCH PLAN.
THE PROXIES, IN THEIR DISCRETION, OR THE TRUSTEES (IN THE CASE OF PARTICIPANTS
IN THE PLAN REFERRED TO ABOVE), ARE FURTHER AUTHORIZED TO VOTE (X) FOR THE
ELECTION OF A PERSON TO THE BOARD OF DIRECTORS IF ANY NOMINEE NAMED HEREIN
BECOMES UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, (Y) ON OTHER MATTERS
WHICH MAY PROPERLY COME BEFORE THE 2001 ANNUAL MEETING AND ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.
Election of Directors:
Nominees (terms expiring in 2004)
01. Robert B. Goergen 02. Neal I. Goldman 03. Howard E. Rose
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE
REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
FOLD AND DETACH HERE
BLYTH
MORE PEOPLE, MORE PLACES,
MORE OFTEN.
[GRAPHIC OMITTED]
http://www.blythinc.com
Please visit our website at www.blythinc.com for the latest earnings reports and
press releases; annual report, Forms 10-K and 10-Q; stock price (20-minute
delay); and additional information about our company and our brands.
FOR TELEPHONE AND INTERNET VOTING
INSTRUCTIONS, SEE REVERSE
(ADMISSION TICKET ON REVERSE)
(BRING THE ADMISSION TICKET WITH YOU IF ATTENDING THE MEETING)
ANNUAL MEETING OF STOCKHOLDERS OF
BLYTH, INC.
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS MEETING, WHETHER OR
NOT YOU ATTEND THE MEETING IN PERSON. TO MAKE SURE YOUR SHARES ARE REPRESENTED,
WE URGE YOU TO COMPLETE AND MAIL THE PROXY CARD ON THE REVERSE OR TO USE OUR
TELEPHONE OR INTERNET VOTING SYSTEM.
6082
X PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY SIGNED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ALL OF THE BOARD OF
DIRECTORS' NOMINEES AND "FOR" PROPOSAL 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of Directors |_| |_| 2. Ratification of the |_| |_| |_|
(See reverse) appointment of
PricewaterhouseCoopers
LLP as Independent
Auditors
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------
SPECIAL ACTION
Mark here to discontinue Annual Mark here if
Report mailing for this account (for |_| you plan to |_|
multiple account holders only) attend the
Annual
Meeting
Please sign exactly as name appears
hereon. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by president
or other authorized officer. If
partnership, please sign in
partnership name by authorized
person.
-------------------------------
-------------------------------
SIGNATURE(S) DATE
FOLD AND DETACH HERE
Dear Stockholder:
Blyth, Inc. encourages you to take advantage of two new cost-effective and
convenient ways by which you can vote your shares. You can vote your shares
electronically through the Internet or the telephone. This eliminates the need
to return the proxy card.
To vote your shares electronically, you must use the control number which is the
series of numbers printed in the box above, just below the perforation. This
control number must be used to access the system. To ensure that your vote will
be counted, please cast your Internet or telephone vote before midnight New York
time on June 11, 2001.
1. To vote over the Internet:
o Log on to the Internet and go to the web site
http://www.eproxyvote.com/bth
2. To vote over the telephone:
o On a touch-tone telephone,call 1-877-PRX-VOTE (1-877-779-8683)
24 hours a day, 7 days a week
Your electronic vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned the proxy card.
If you choose to vote your shares electronically,there is no need for you to
mail back your proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
(BRING THIS TICKET WITH YOU IF ATTENDING THE MEETING)
ADMISSION TICKET
ANNUAL MEETING OF STOCKHOLDERS
OF BLYTH, INC.
TUESDAY, JUNE 12, 2001
9:00 A.M., LOCAL TIME
GREENWICH LIBRARY
101 WEST PUTNAM AVENUE
GREENWICH, CONNECTICUT
06830