<Page>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<Table>
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
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BLYTH, INC.
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</Table>
Payment of Filing Fee (Check the appropriate box):
<Table>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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</Table>
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BLYTH, INC.
ONE EAST WEAVER STREET
GREENWICH, CONNECTICUT 06831
(203) 661-1926
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
To the Stockholders of May 1, 2002
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 Hyatt Regency
Greenwich, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870 on
Thursday, June 6, 2002, 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 2005 or until a respective successor is
elected and qualified.
2. To ratify the appointment of independent accountants.
3. To consider and vote upon the Company's Amended and Restated 1994 Stock
Option Plan for Non-Employee Directors (the "Non-Employee Directors
Plan").
4. 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 8, 2002, as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting. A list of stockholders entitled to vote at the
Annual Meeting will be available for examination by any stockholder, for any
purpose relevant to the meeting, on and after May 27, 2002, 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
<Page>
BLYTH, INC.
ONE EAST WEAVER STREET
GREENWICH, CONNECTICUT 06831
(203) 661-1926
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 6, 2002
------------------------
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 Hyatt Regency Greenwich, 1800 East Putnam Avenue, Old Greenwich, Connecticut
06870 on Thursday, June 6, 2002, 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, 2002.
The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2002 (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 2005 or until a respective successor is
elected and qualified.
2. To ratify the appointment of independent accountants.
3. To consider and vote upon the Company's Amended and Restated 1994 Stock
Option Plan for Non-Employee Directors (the "Non-Employee Directors
Plan").
4. To transact such other business as may properly come before the meeting
or any adjournments thereof.
<Page>
VOTING RIGHTS AND PROXY INFORMATION
Proxies in the accompanying form are solicited on behalf of and at the
direction of the Board of Directors, which has fixed the close of business on
Monday, April 8, 2002, 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 46,285,741 shares of Common Stock issued and
outstanding. Each stockholder is entitled to one vote, exercisable in person or
by proxy, for each share of Common Stock held of record by such stockholder on
the Record Date with respect to each matter. A majority of the shares entitled
to vote, represented in person or by proxy, constitutes a quorum. If a quorum is
present, (i) a plurality vote of the shares present, in person or by proxy, at
the Annual Meeting and entitled to vote is required for the election of
directors and (ii) the affirmative vote of the majority of the shares present,
in person or by proxy, at the Annual Meeting and entitled to vote is required
for approval of Items 2 through 4. 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 through 4 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, FOR the
ratification of the appointment of PricewaterhouseCoopers LLP as the Company's
independent accountants, and FOR the Non-Employee Directors Plan. 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
2
<Page>
telegraph by the directors, officers and regular employees of the Company. Such
persons will receive no additional compensation for such services. Arrangements
will also be made with certain brokerage firms and certain other custodians,
nominees and fiduciaries for the forwarding of solicitation materials to the
beneficial owners of the Common Stock held of record by such persons, and such
brokers, custodians, nominees and fiduciaries will be reimbursed by the Company
for reasonable out-of-pocket expenses incurred by them in connection therewith.
ITEM 1 ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
Blyth's Board of Directors currently consists of nine members, divided into
three classes serving staggered terms of office.
It is intended that the persons named in the enclosed form of proxy, as
proxies will, except as noted below, vote FOR the election of the following
nominees as directors, to serve until the 2005 Annual Meeting of Stockholders:
John W. Burkhart
Philip Greer
John E. Preschlack
Messrs. Burkhart and Preschlack currently serve as directors of Blyth.
Messrs. Burkhart and Preschlack were most recently elected as such at the Annual
Meeting of Stockholders held on June 8, 1999. Mr. Greer was elected to serve as
a director at the Board of Directors meeting held on April 4, 2002. 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 sets forth the name, age, and business experience for the past
five years and other directorships of each of the nominees and the Company's
directors:
NOMINEES FOR ELECTION AT THE 2002 ANNUAL MEETING FOR TERMS EXPIRING IN 2005
JOHN W. BURKHART (64)
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.
PHILIP GREER (66)
Philip Greer is Managing Director of Greer Family Consulting LLC, a
consulting and investment firm. Mr. Greer was a founder of Weiss, Peck & Greer
LLC, an investment management firm, and from 1970 to 2001, Mr. Greer served as a
Senior Managing Director and on the Executive Committee of that firm. He
remained a Managing Director of Weiss, Peck & Greer LLC until May 1, 2002, at
which time he formed Greer Family Consulting LLC. Since 1973, Mr. Greer has
served on the Board of Directors of the Federal Express Corporation, and for
more than fifteen years has served as Chairman of its Audit Committee.
Mr. Greer has also served on the Board of Directors of the Robert Mondavi
Corporation since 1992 and serves as Chairman of its Audit Committee.
3
<Page>
JOHN E. PRESCHLACK (68)
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.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2004
ROBERT B. GOERGEN (63)
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER
AND PRESIDENT
Robert B. Goergen has been the Chairman of the Company since its inception
in 1977. He has served as Chief Executive Officer of the Company since 1978 and
as President since March 1994. Since 1979, Mr. Goergen has served as Chairman of
The Ropart Group, a private equity investment management group. From 1990 to
July 2001, Mr. Goergen served as Chairman of XTRA Corporation, a publicly traded
trailer leasing company. Mr. Goergen also served as a director of Bionutrics, a
biotech company until June 2001.
NEAL I. GOLDMAN (57)
Neal I. Goldman joined the Board of Directors in 1991. Mr. Goldman has also
served on the Compensation Committee since 1994. From 1985 to the present,
Mr. Goldman has been the President of Goldman Capital Management, Inc., an
investment advisory firm.
HOWARD E. ROSE (55)
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 (64)
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 (60)
Pamela M. Goergen joined the Board of Directors in 1984. From 1979 to 2001,
Mrs. Goergen was the Vice President and Secretary of The Ropart Group Limited, a
private equity investment management firm that was recently dissolved.
DIRECTORS WITH TERMS EXPIRING IN 2002
FREDERICK H. STEPHENS, JR. (70)
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
4
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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. Mr. Stephens will retire from the Board of Directors at the end of his
current term.
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
For their services as directors of the Company, non-employee directors of
the Company receive an annual fee of $15,000, reimbursement of out-of-pocket
expenses, plus a fee of $1,000 for each meeting attended in person or a fee of
$500 for each meeting attended by telephone. Each member of the Audit Committee
and the Compensation Committee also receives a fee of $1,000 for each committee
meeting attended in person or a fee of $500 for each committee meeting attended
by telephone, and the chairman of each committee receives a fee of $2,000 for
each committee meeting attended by such chairman in person or a fee of $500 for
each committee meeting attended by telephone. Assuming stockholder approval of
the Non-Employee Directors Plan, (i) upon each non-employee director's first
election as a director, the non-employee director receives stock options to
acquire 10,000 shares of Common Stock under the Non-Employee Directors Plan for
his or her services as a director and (ii) beginning in June, 2003, and
thereafter, each non-employee director who is in office with at least six months
of service, on the date of the Annual Meeting of the Company, and who will
remain in office following such meeting, will receive, on the date of the
meeting, an option to acquire 5,000 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 in Sections
303.01 (B)(2)(a) and (3) of the 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 Listing Standards 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"). 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 7 meetings during fiscal year 2002.
The Compensation Committee is comprised of Messrs. Goldman, Preschlack and
Stephens and reviews and makes recommendations to the Board with respect to
general compensation and benefit levels, determines the compensation and
benefits for the Company's executive officers and administers the Blyth Amended
and Restated 1994 Employee Stock Option Plan and qualified and non-qualified
retirement plans. The Compensation Committee held 4 meetings during fiscal year
2002.
Blyth does not have a standing nominating committee. Instead, the Board of
Directors selects nominees for directors.
5
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The Board of Directors held five regularly scheduled meetings during fiscal
year 2002. In fiscal year 2002, 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:
ROBERT H. BARGHAUS (48)--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 (53)--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 (41)--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 group, and in March 2001
Mr. Crain became President of the Global Services group, responsible for the
Company's worldwide core operational competencies. 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. In June 2001, Mr. Crain joined the Board of Directors of TBM
Holding, Inc. and is also a member of its Audit and Compensation Committees. TBM
Holding, through its subsidiaries, manufactures hydraulic material handling, and
ergonomic work positioning equipment.
FRANK P. MINEO (48)--Frank P. Mineo joined PartyLite Gifts, Inc. in 1994 as
Vice President, and later served as its Senior Vice President, Finance and
Administration 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.
6
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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP OF MANAGEMENT. The following table sets forth, as of
April 8, 2002, 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; 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.
<Table>
<Caption>
TOTAL
STOCK OPTIONS COMMON
COMMON STOCK EXERCISABLE WITHIN STOCK PERCENT
BENEFICIALLY OWNED 60 DAYS OF BENEFICIALLY OF
NAME OF BENEFICIAL OWNER EXCLUDING OPTIONS RECORD DATE OWNED CLASS
- ------------------------ ------------------ ------------------ ------------ --------
Robert B. Goergen (1).................... 12,476,793** 0 12,476,793 27.0%
Roger A. Anderson (2).................... 366,958 10,500 377,458 *
John W. Burkhart (3)..................... 587,304 10,500 597,804 1.3%
Pamela M. Goergen (4).................... 11,980,885 10,500 11,991,385 25.9%
Neal I. Goldman (5)...................... 80,000 7,500 87,500 *
Philip Greer............................. 0 0 0 *
John E. Preschlack (6)................... 158,210 10,500 168,710 *
Howard E. Rose (7)....................... 84,464 0 84,464 *
Frederick H. Stephens, Jr. (8)........... 3,600 9,000 12,600 *
Robert H. Barghaus....................... 0 10,000 10,000 *
Richard T. Browning (9).................. 1,300 43,000 44,300 *
Bruce G. Crain (10)...................... 2,331 71,000 73,331 *
Frank P. Mineo (11)...................... 11,804 37,800 49,604 *
All directors and executive officers as a
group (13 persons)..................... 13,772,764 220,300 13,982,564 30.2%
</Table>
- ------------------------
* Less than 1%.
** Includes 10,500 vested options held by Pamela M. Goergen [see footnotes
(1) and (4)].
(1) Includes 11,576,505 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, 185,411 shares held by The Goergen Foundation, Inc., a
charitable foundation of which Mr. Goergen is a director, president and sole
investment manager, 404,380 shares and 10,500 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. Mr. Anderson disclaims
beneficial ownership of the shares held by Galena Partners, Ltd.
(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.
(4) Includes 404,380 shares held by Mrs. Goergen and 11,576,505 shares held by
Robert B. Goergen, Mrs. Goergen's husband. Mrs. Goergen disclaims beneficial
ownership of the shares held by her
7
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husband, Robert B. Goergen (see footnote (1)). 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.
(6) Includes 141,210 shares held by Mr. Preschlack and 17,000 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.
(7) Includes 84,464 shares held by Mr. Rose.
(8) Includes 3,600 shares held by Mr. Stephens.
(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.
(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 331 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.
(11) Includes 591 shares held by Mr. Mineo, 10,458 shares held jointly by
Mr. Mineo and his wife and 755 shares acquired by Mr. Mineo through Blyth's
401(k) plan.
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:
<Table>
<Caption>
PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER NO. OF SHARES CLASS
- ------------------------------------ ------------- ----------
Alex. Brown Investment Management (1)................. 6,632,150 14.1%
Chieftain Capital Management, Inc. (2)................ 4,512,144 9.6%
</Table>
- ------------------------
(1) According to a statement on Schedule 13G dated February 14, 2002 and filed
with the Securities and Exchange Commission, Alex. Brown Investment
Management, a limited partnership, beneficially owns 6,632,150 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 8, 2002 and filed with the Securities and
Exchange Commission, Taunus Corporation has reported that it is no longer
the beneficial owner of the 6,632,150 shares of Common Stock that are
beneficially owned by Alex. Brown Investment Management. 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 11, 2002 and filed
with the Securities and Exchange Commission, Chieftain Capital
Management, Inc. ("Chieftain") has investment discretion with respect to the
4,512,144 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.
8
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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, 2002, 2001, and 2000 by the Named
Executive Officers.
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
ANNUAL COMPENSATION LONG-TERM ALL OTHER
---------------------- COMPENSATION COMPENSATION (1)
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDS OPTIONS (#) ($)
- --------------------------- -------- ---------- --------- ------------------ ----------------
Robert B. Goergen ............. 2002 $670,833 $ 0 -- $21,183
Chairman of the Board, Chief 2001 641,346 375,000 -- 20,104
Executive Officer and 2000 584,615 800,000 -- 7,700
President of the Company
Robert H. Barghaus ............ 2002 $300,000 $ 0 50,000 $12,450
Vice President of the Company
and Chief Financial Officer
(2)
Richard T. Browning ........... 2002 $320,000 $ 0 0 $26,499
Vice President of the Company 2001 268,269 90,000 10,000 20,898
and President of Candle 2000 253,846 104,000 65,000 16,985
Corporation Worldwide, Inc.
(3)
Bruce G. Crain ................ 2002 $291,667 $ 0 0 $16,381
Vice President of the Company 2001 248,269 80,000 10,000 11,477
and President of Global 2000 232,500 120,000 65,000 7,700
Services.....................
Frank P. Mineo ................ 2002 $365,833 $ 0 0 $19,554
Vice President of the 2001 307,885 165,000 60,000 12,831
Company, President of
PartyLite Worldwide, Inc. (4)
</Table>
- ------------------------
(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 2002, and $9,372 as
payment for premiums for long term disability for fiscal year 2001.
(2) Mr. Barghaus joined the Company in February 2001, and in March 2001 became
Chief Financial Officer of the Company.
(3) Until March of 2001, Mr. Browning served as Chief Financial Officer of the
Company.
(4) Mr. Mineo became an executive officer in fiscal year 2001.
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INFORMATION REGARDING STOCK OPTIONS AND STOCK APPRECIATION UNITS
OPTION GRANTS IN FISCAL YEAR 2002
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, 2002.
<Table>
<Caption>
INDIVIDUAL GRANTS (1) POTENTIAL REALIZABLE
---------------------------------------------------------------- -------------------------
VALUE AT ANNUAL RATES OF
NUMBER OF SHARES % OF TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -------------------------
NAME GRANTED (1) FISCAL YEAR PER SHARE DATE 5% 10%
- ---- ---------------- ------------------ ----------- ---------- ---------- ------------
Robert B. Goergen........ -- -- -- -- -- --
Robert H. Barghaus....... 50,000 10.1% 23.72 2/23/11 $746,000 $1,890,000
Richard T. Browning...... -- -- -- -- -- --
Bruce G. Crain........... -- -- -- -- -- --
Frank P. Mineo........... -- -- -- -- -- --
</Table>
- ------------------------
(1) Each of these options was granted pursuant to the Blyth Amended and Restated
1994 Employee Stock Option Plan and is subject to the terms of such plan.
These options were granted at an exercise price equal to the fair market
value of the Company's Common Stock as determined by the Company's
Compensation Committee on the date of grant and, as long as the optionee
maintains continuous employment with the Company, vest over a five year
period at the rate of 20% on each anniversary of the date of grant.
(2) In accordance with the rules of the Securities and Exchange Commission,
shown are the hypothetical gains or "option spreads" that would exist for
the respective options. These gains are based on assumed rates of annual
compounded stock price appreciation of 5% and 10% from the date the option
was granted over the full option term. The 5% and 10% assumed rates of
appreciation are mandated by the rules of the Commission and do not
represent the Company's estimate or projection of future increases in the
price of its Common Stock.
2002 FISCAL YEAR-END OPTIONS
The following table sets forth certain information with respect to
unexercised options held by each of the Company's Named Executive Officers as of
January 31, 2002.
<Table>
<Caption>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED SHARES
OPTIONS IN-THE-MONEY OPTIONS ACQUIRED VALUE
AT FISCAL YEAR-END AT FISCAL YEAR-END ($) ON RECEIVED
NAME (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE) EXERCISE (#) ($)
- ---- --------------------------- --------------------------- ------------ --------
Robert B. Goergen............ -- -- -- --
Robert H. Barghaus........... --/50,000(1) --/-- -- --
Richard T. Browning.......... 40,000/75,000(1) --/-- -- --
Bruce G. Crain............... 68,000/67,000(1) --/-- -- --
Frank P. Mineo............... 36,800/61,200(1) 202,171/-- -- --
</Table>
- ------------------------
(1) Messrs. Barghaus, Browning, Crain 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 $21.1900, the closing price on
the New York Stock Exchange, Inc. on January 31, 2002, multiplied by the
total number of shares subject to the exercisable or unexercisable portion
of the option, as the case may be.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Goldman, Preschlack and Stephens served as members of the
Compensation Committee in fiscal year 2002. None of such committee members
(i) was, during fiscal year 2002, 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 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.
11
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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 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.
12
<Page>
PENSION PLANS
As described above under the heading "Employment Contracts", on August 1,
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 repricing
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 2002 (except that Roger A. Anderson filed an amended Form 4 in
March 2002 to correct certain information on the original Form 4 filing for a
transaction in January 2002).
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.
13
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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 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
14
<Page>
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 2002, the
Company awarded 493,500 options (in awards ranging from 500 options to 50,000
options) to 164 executives under the Employee Plan.
John E. Preschlack, Chairman
Neal I. Goldman
Frederick H. Stephens, Jr.
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, 2002. 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.
GRAPH
BLYTH, INC. PERFORMANCE GRAPH
COMPARISON OF TOTAL STOCKHOLDER RETURN
[LOGO]
15
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INDEPENDENT ACCOUNTANT FEES
AUDIT FEES
Fees for services performed by PricewaterhouseCoopers LLP ("PwC") during
fiscal year 2002 relating to the audit of the consolidated annual financial
statements, including statutory audits of foreign subsidiaries, and its limited
reviews of the Company's unaudited condensed consolidated interim financial
statements aggregated $511,769.
ALL OTHER FEES
Fees for all other services performed by PwC during the fiscal year 2002
aggregated $613,437, which includes $41,774 for audit-related services and
$571,663 for income tax compliance and related tax services.
On January 28, 2002, the Audit Committee adopted certain guidelines for
management to follow governing the use of non-audit services provided by its
independent accountants. Factors to be considered include but are not limited
to, whether the role of those performing the service would be inconsistent with
the auditors role, whether the auditors, in effect, would be "auditing their own
numbers", and the size of the fee(s) for the services. For non-audit services
other than tax planning, preparation and advisory services, the Audit Committee
must give prior approval to each engagement expected to cost more than $100,000.
When, in any fiscal year, non-audit fee services provided by its independent
accountants are expected to exceed $400,000, the Audit Committee must give prior
approval to each engagement expected to generate additional non-audit fees.
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.
16
<Page>
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, 2002;
- 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;
- 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, 2002
for filing with the Securities and Exchange Commission.
John W. Burkhart, Chairman
Roger A. Anderson
Howard E. Rose
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 2003. 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.
ITEM 3 THE NON-EMPLOYEE DIRECTORS PLAN
The Non-Employee Directors Plan provides for the grant of non-qualified
stock options to directors of the Company who are not, and who have not been
during the immediately preceding 12-month period, employees of the Company or
any subsidiary of the Company (each, a "Non-Employee Director"). The purpose of
the Non-Employee Directors Plan is to attract and retain the services of
experienced and knowledgeable independent directors of the Company for the
benefit of the Company and its stockholders and to provide additional incentive
for such directors to continue to
17
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work for the best interests of the Company and its stockholders through
continuing ownership of Common Stock. The Company believes that the Non-Employee
Directors Plan has been a significant factor in attracting experienced and
knowledgeable independent directors, and that additional shares of Common Stock
should be made available for the grant of future options to allow the Company to
continue to provide this incentive program to the Company's independent
directors. On April 4, 2002, the Board of Directors unanimously approved an
amendment to the Non-Employee Directors Plan, subject to stockholder approval,
to (a) increase the number of shares reserved for issuance upon exercise of
options granted thereunder from 120,000 to 270,000, (b) increase the number of
shares for which options will be granted to a Non-Employee Director from 3,000
shares upon the initial election of such Non-Employee Director, and 1,500 shares
annually thereafter, to 10,000 shares upon the initial election of such
Non-Employee Director, and 5,000 shares annually thereafter, (c) change the date
of the annual grants provided for in the Non-Employee Directors Plan from
January 1st to the date of the Company's 2003 Annual Meeting, and each Annual
Meeting thereafter and (d) provide for a one-time grant of an option to acquire
3,500 shares of Common Stock to each Non-Employee Director who (i) will remain
in office following the Company's Annual Meeting to which this Proxy Statement
relates and (ii) was granted on January 1, 2002, options to acquire 1,500 shares
of Common Stock.
The complete text of the Non-Employee Directors Plan is incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed
April 19, 2002, and the following description is qualified in its entirety by
the text of the Non-Employee Directors Plan.
DESCRIPTION OF THE NON-EMPLOYEE DIRECTORS PLAN
In 1994, the Board of Directors and the stockholders of the Company approved
and adopted the Company's 1994 Stock Option Plan for Non-Employee Directors
which authorized the issuance of options to purchase an aggregate of 120,000
shares of Common Stock (as adjusted for changes in the capitalization of the
Company) to Non-Employee Directors elected to office for the first time after
March 1, 1994. Assuming stockholder approval of the Non-Employee Directors Plan,
as of April 8, 2002, 82,500 shares of Common Stock have been reserved for
issuance upon exercise of options previously granted under the Non-Employee
Directors Plan and 187,500 shares of Common Stock have been reserved for the
grant of future options under the Non-Employee Directors Plan.
If there is a stock split, stock dividend or other change in the Company's
capitalization during the term of the Non-Employee Directors Plan, the number of
shares of Common Stock reserved for issuance under the Non-Employee Directors
Plan, the number of shares of Common Stock for which options may be granted
under the Non-Employee Directors Plan, the number of shares of Common Stock
subject to outstanding options under the Non-Employee Directors Plan and the
exercise price of outstanding options under the Non-Employee Directors Plan
shall be appropriately and proportionately adjusted to reflect the same. If any
outstanding option, or portion thereof, expires or is terminated without having
been exercised in full, the Common Stock subject to such option, or portion
thereof, not so exercised shall be available for subsequent grants under the
Non-Employee Directors Plan. The Non-Employee Directors Plan will terminate on
May 18, 2004.
The Non-Employee Directors Plan is administered by the Board of Directors.
Subject to the terms of the Non-Employee Directors Plan, the Board of Directors
has the sole authority to determine questions arising under, and to adopt rules
for the administration of, the Non-Employee Directors Plan. The Non-Employee
Directors Plan may be terminated at any time by the Board of Directors, but such
action will not, without the consent of a Non-Employee Director, affect options
previously granted pursuant thereto to such Non-Employee Director.
Non-Employee Directors elected to office for the first time after March 1,
1994 are automatically participants in the Non-Employee Directors Plan. Each
Non-Employee Director who is elected to office for the first time after
March 1, 2002 is, effective upon the date of such first election, automatically
18
<Page>
granted an option to acquire 10,000 shares of Common Stock (assuming stockholder
approval of the Non-Employee Directors Plan). Each Non-Employee Director who
will remain in office following the Company's Annual Meeting to which this Proxy
Statement relates, and who was granted on January 1, 2002, options to acquire
1,500 shares of Common Stock, will receive a one-time grant of an option to
acquire 3,500 shares of Common Stock (assuming stockholder approval of the
Non-Employee Directors Plan). Beginning in June, 2003, each Non-Employee
Director who is in office with at least six months of service on the date of
each Annual Meeting of the Company, and who will remain in office following such
Annual Meeting, shall, on the date of such Annual Meeting, automatically be
granted an option to acquire 5,000 shares of Common Stock (assuming stockholder
approval of the Non-Employee Directors Plan). The price of shares of Common
Stock that may be purchased upon exercise of an option is the fair market value
of the Common Stock on the date of grant, as evidenced by the average of the
high and low prices of shares of Common Stock on such date as reported on the
New York Stock Exchange. Except as discussed below, options granted pursuant to
the Non-Employee Directors Plan upon a director's initial election to office
become exercisable as follows: fifty percent of such options become exercisable
on the first anniversary of the date of grant and fifty percent of such options
become exercisable on the second anniversary of the date of grant. Except as
discussed below, options granted pursuant to the Non-Employee Directors Plan
annually, on the date of the Company's Annual Meeting, and options granted
pursuant to the one-time grant described above, become exercisable in full on
the earlier of the first anniversary of the date of grant or the next Annual
Meeting of the Company following such grant. The term of each option, except as
discussed below, is for a period not exceeding 10 years from the date of grant.
Options may not be assigned or transferred except by will or by operation of the
laws of descent and distribution.
In the event of a Change in Control of the Company (as defined below), an
option granted to a Non-Employee Director will become fully exercisable if,
within one year of such Change in Control, such Non-Employee Director ceases for
any reason to be a member of the Board of Directors. A Change in Control will be
deemed to have occurred if (a) there is consummated (i) any consolidation or
merger of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of Common Stock are converted into cash,
securities or other property, other than a merger of the Company in which the
holders of Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger, or (ii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company; (b) the shareholders approve any plan or proposal
for the liquidation or dissolution of the Company; (c) any person (as such term
is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) becomes the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of 30% or more of the outstanding
Common Stock; or (d) during any period of two consecutive years, individuals who
at the beginning of such period constitute the entire Board of Directors cease
for any reason to constitute a majority thereof unless the election, or the
nomination for election by the Company's stockholders, of each new director was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period. Any exercise of an option
permitted in the event of a Change of Control must be made within 180 days of
the relevant Non-Employee Director's termination as a director of the Company.
In the event that a Non-Employee Director dies or ceases to be a director of the
Company, any option granted to such Non-Employee Director must be exercised
within one year of the date upon which such Non-Employee Director died or ceased
to be a director, or prior to the date on which the option expires by its terms,
whichever is earlier, provided that no such option shall be exercisable except
to the extent that it was exercisable on the date upon which such Non-Employee
Director died or ceased to be a director.
Upon the grant of an option under the Non-Employee Directors Plan, neither
the Company nor the director receiving the option incurs any federal income tax
consequences. In general, upon the exercise of an option granted under the
Non-Employee Directors Plan, the director incurs ordinary
19
<Page>
income measured by the difference between the exercise price and the fair market
value of the Common Stock as determined on the date of exercise and the Company
receives a corresponding tax deduction in the same amount. The foregoing
paragraph is not intended to be a complete statement of applicable law and it is
based upon the federal income tax laws in effect on the date of this Proxy
Statement.
The Board of Directors may, at any time, modify or amend the Non-Employee
Directors Plan in any respect provided that such amendments may not be made more
than once every six months other than to comport with changes in the Internal
Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder. In addition, the approval of the
stockholders of the Company must be obtained in order to increase the maximum
aggregate number of shares for which options may be granted under the
Non-Employee Directors Plan or the number of shares of Common Stock for which an
option may be granted to any Non-Employee Director. Termination or any
modification or amendment of the Non-Employee Directors Plan shall not, without
the consent of a Non-Employee Director, affect his or her rights under an option
previously granted to him or her.
OPTIONS GRANTED UNDER THE NON-EMPLOYEE DIRECTORS PLAN
The chart below indicates the number of options that have been granted as of
April 8, 2002, pursuant to the Non-Employee Directors Plan, to the current
directors who are not employees of the Company. As of April 19, 2002, the fair
market value of the Common Stock calculated in accordance with the provisions of
the Non-Employee Directors Plan was $29.62.
<Table>
<Caption>
NO. OF OPTIONS
GRANTEE GRANTED
- ------- --------------
Roger A. Anderson........................................... 12,000
John W. Burkhart............................................ 12,000
Pamela M. Goergen........................................... 12,000
Neal I. Goldman............................................. 12,000
Philip Greer................................................ 10,000 (1)
John E. Preschlack.......................................... 12,000
Howard E. Rose.............................................. 1,500
Frederick H. Stephens, Jr................................... 15,000
</Table>
- ------------------------
(1) Subject to stockholder approval of the Non-Employee Directors Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NON-EMPLOYEE
DIRECTORS PLAN.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 2003 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, 2002 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 2003 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.
20
<Page>
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,
2002 and 2001, and for the periods ended January 31, 2002, 2001, and 2000, 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, 2002
21
<Page>
P
R
O BLYTH, INC.
X
Y THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF BLYTH, INC.
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 2002 Annual Meeting of Stockholders to be held at the
Hyatt Regency Greenwich, 1800 East Putnam Avenue, Greenwich, Connecticut, on
June 6, 2002, 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 2002 ANNUAL MEETING AND ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.
Election of Directors:
Nominees (terms expiring in 2005)
01. John W. Burkhart 02. Philip Greer 03. John E. Preschlack
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 LOGO] [PHOTOS]
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.
<Page>
/X/ Please mark your 6082
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 and "FOR" proposal 3.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1, 2 and 3.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of Directors / / / /
(See reverse)
For, except vote withheld from the following nominee(s):________________________
FOR AGAINST ABSTAIN
2. Ratification of the appointment of / / / / / /
PricewaterhouseCoopers LLP as Independent
Auditors
FOR AGAINST ABSTAIN
3. Approval of the Company's Amended and / / / / / /
Restated 1994 Stock Option Plan for
Non-Employee Directors.
-------------------------------------------------------------------------
SPECIAL ACTION
--------------
Mark here to discontinue / / Mark here if you / /
Annual Report mailing for plan to attend the
this account (for multiple Annual Meeting
account holders only)
-------------------------------------------------------------------------
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
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FOLD AND DETACH HERE
Dear Stockholder:
Blyth, Inc. encourages you to take advantage of two 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 5, 2002.
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.
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(BRING THIS TICKET WITH YOU IF ATTENDING THE MEETING)
ADMISSION TICKET
ANNUAL MEETING OF STOCKHOLDERS
OF BLYTH, INC.
Thursday, June 6, 2002
9:00 a.m., local time
Hyatt Regency Greenwich
1800 East Putnam Avenue
Greenwich, Connecticut
06870