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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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Schedule TO

(Rule 14d-100)

 

Tender Offer Statement under Section

14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

 

Blyth, Inc.

(Name of Subject Company (Issuer))

 

Blyth, Inc. (Issuer)

(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

 

Common Stock, Par Value $0.02 Per Share

(Title of Class of Securities)

 

09643P108

(CUSIP Number of Class of Securities)

 

Robert B. Goergen

Chairman of the Board and Chief Executive Officer

Blyth, Inc.

One East Weaver Street

Greenwich, Connecticut 06831

Telephone: (203) 661-1926

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Person)

 

Copy to:

 

Bruce D. Kreiger, Esq.

Blyth, Inc.

One East Weaver Street

Greenwich, Connecticut 06831

Telephone: (203) 661-1926

and

Harold B. Finn III, Esq.

Finn Dixon & Herling LLP

One Landmark Square

Stamford, Connecticut 06901

Telephone: (203) 325-5000

 

CALCULATION OF FILING FEE

 

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Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

 

 

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

 

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This Tender Offer Statement on Schedule TO relates to the tender offer by Blyth, Inc., a Delaware corporation (together with its subsidiaries, “Blyth,” or the “Company,” which may be referred to as “we,” “us” or “our”), to purchase for cash up to 4,000,000 shares of its common stock, par value $0.02 per share, at a price not more than $35.00 nor less than $30.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated June 7, 2004 (the “Offer to Purchase”) and the accompanying letter of transmittal (the “Letter of Transmittal”), which together, as each may be amended and supplemented from time to time, constitute the tender offer. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.

 

Item 1. Summary Term Sheet.

 

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

 

Item 2. Subject Company Information.

 

(a) Name and Address. The name of the issuer is Blyth, Inc. The address of the principal executive offices of Blyth, Inc. is One East Weaver Street, Greenwich, Connecticut 06831. The telephone number of the principal executive offices of Blyth, Inc. is (203) 661-1926.

 

(b) Securities. The information set forth in the Introduction to the Offer to Purchase is incorporated herein by reference.

 

(c) Trading Market and Price. The information set forth in Section 8 of the Offer to Purchase (“Price Range of Shares; Dividends”) is incorporated herein by reference.

 

Item 3. Identity and Background of Filing Person.

 

Blyth, Inc. is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

 

Item 4. Terms of the Transaction.

 

(a) Material Terms. The following sections of the Offer to Purchase contain information regarding the material terms of the transaction and are incorporated herein by reference:

 

 

 

 

 

 

 

 

 

 

 

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(b) Purchases. The information set forth in the Introduction to the Offer to Purchase and in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

 

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

 

The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

 

Item 6. Purposes of the Transaction and Plans or Proposals.

 

(a); (b); (c). Purposes; Use of Securities Acquired; Plans. The following sections of the Offer to Purchase, which contain information regarding the purposes of the transaction, use of securities acquired and plans, are incorporated herein by reference.

 

 

 

Item 7. Source and Amount of Funds and Other Consideration.

 

(a); (b); (d). Source of Funds; Conditions; Borrowed Funds. The information set forth in Section 9 of the Offer to Purchase (“Source and Amount of Funds”) is incorporated herein by reference.

 

Item 8. Interest in Securities of the Subject Company.

 

(a); (b). Securities Ownership; Securities Transactions. The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

 

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

 

The information set forth in Section 16 of the Offer to Purchase (“Fees and Expenses”) is incorporated herein by reference.

 

Item 10. Financial Statements.

 

(a); (b). Financial Information; Pro Forma Information. Not applicable. Notwithstanding that financial statements are not required pursuant to the Instruction 2 to Item 10, the Company has incorporated by reference certain documents filed with the Securities and Exchange Commission in Section 10 of the Offer to Purchase (“Certain Information Concerning Blyth”).

 

Item 11. Additional Information.

 

(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in Section 10 of the Offer to Purchase (“Certain Information Regarding Blyth”), Section 11 of the Offer to Purchase (“Interests of

 

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Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) and Section 13 of the Offer to Purchase (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

 

(b) Other Material Information. The information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.

 

Item 12. Exhibits.

 

 

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Item 13. Information Required by Schedule 13E-3.

 

Not applicable.

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: June 7, 2004

 

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EXHIBIT INDEX

 

 

6

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