-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TP1Za+Hs3WWp0T1QbmhUPsJFsVZZdgNGgIaGlYtIY9XYIPkaHYD6xwtyhACTN4pW 5XUalKjBZA7F2ZylWi5+Xw== 0001104659-04-003997.txt : 20040213 0001104659-04-003997.hdr.sgml : 20040213 20040212201238 ACCESSION NUMBER: 0001104659-04-003997 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLYTH INC CENTRAL INDEX KEY: 0000921503 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 362984916 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48107 FILM NUMBER: 04593969 BUSINESS ADDRESS: STREET 1: ONE EAST WEAVER STREET CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2036611926 MAIL ADDRESS: STREET 1: ONE EAST WEAVERE STREET CITY: GREENWICH STATE: CT ZIP: 06831 FORMER COMPANY: FORMER CONFORMED NAME: BLYTH INDUSTRIES INC DATE OF NAME CHANGE: 19940408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOERGEN ROBERT B CENTRAL INDEX KEY: 0000937655 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 35 MASON STREET CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 a04-2387_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

BLYTH, INC.

(Name of Issuer)

 

Common Stock – par value $0.02 per share

(Title of Class of Securities)

 

09643P108

(CUSIP Number)

 

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

 

CUSIP No.  09643P108

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Robert B. Goergen

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
11,745,311

 

6.

Shared Voting Power
74,997

 

7.

Sole Dispositive Power
11,745,311

 

8.

Shared Dispositive Power
74,997

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,820,308

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ý
Excludes 419,880 shares as to which Mr. Goergen disclaims beneficial ownership.

 

 

11.

Percent of Class Represented by Amount in Row (9)
26.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Pamela M. Goergen

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
419,880

 

6.

Shared Voting Power
- 0 -

 

7.

Sole Dispositive Power
419,880

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
419,880

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ý
Excludes an aggregate of 11,820,308 shares as to which Mrs. Goergen disclaims beneficial ownership.

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The  Goergen Foundation, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Connecticut

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
127,306

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
127,306

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
127,306

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.3%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Trust FBO Alice B. McCool (Robert B. Goergen & Dennis P. Goergen, co-trustees)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Florida

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
74,997

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
74,997

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
74,997

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.2%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Ropart Investments, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Connecticut

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
808,300

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
808,300

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
808,300

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO-LLC

 

6



 

AMENDMENT NO. 9 TO SCHEDULE 13G

FOR

BLYTH, INC.

The Schedule 13G (as heretofore amended, the “Schedule 13G”), dated February 3, 1995, of Robert B. Goergen, Pamela M. Goergen, The Goergen Foundation, Inc., Ropart Inc., the Trust, dated December 18, 1989, for the benefit of Alice B. McCool, and Ropart Investments, LLC, as amended by Amendments Nos. 1, 2, 3, 4, 5, 6, 7 and 8 thereto, with respect to the Common Stock, par value $0.02 per share, of Blyth, Inc., a Delaware corporation (formerly Blyth Industries, Inc.) (the “Issuer”), is hereby amended as follows:

 

7



 

Item 4 is hereby amended in its entirety as set forth below:

Item 4.

Ownership

The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Entities is based upon 45,442,077 shares outstanding as of November 30, 2003, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2003, plus shares issuable upon conversion or exercise of options to acquire common stock as described in the following sentence.  Amounts shown as beneficially owned include currently exercisable options to purchase 15,500 shares of common stock held by Mrs. Goergen.

(a), (b)

As of December 31, 2003:

(i)

(A)          Mr. Goergen owned directly 10,809,705 shares of Common Stock (of which 493,503 shares were held directly by Mr. Goergen and of which 10,316,202 shares of Common Stock were held in a living trust for the benefit of Mr. Goergen, of which Mr. Goergen is trustee) or 23.8% of the outstanding shares of Common Stock.

(B)           Mrs. Goergen owned directly 404,380 shares of Common Stock (all of which 404,380 shares of Common Stock were held in a living trust for the benefit of Mrs. Goergen, of which Mrs. Goergen is trustee), and held currently exercisable directors' stock options issued by the Company to purchase an aggregate of 15,500 shares of Common Stock, representing, in the aggregate, 419,880 shares, or 0.9% of the outstanding shares of Common Stock.

(C)           The Foundation owned directly 127,306 shares of Common Stock or 0.3% of the outstanding shares of Common Stock.

(D)          The Trust owned directly 74,997 shares of Common Stock or 0.2% of the outstanding shares of Common Stock.

(E)           Ropart Investments owned directly 808,300 shares of Common Stock or 1.8% of the outstanding shares of Common Stock.

 

8



 

(ii)

(A)          Mr. Goergen is the spouse of Mrs. Goergen and, pursuant to Rule 13d-3 (“Rule 13d-3”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own indirectly the 419,880 shares of Common Stock beneficially owned by Mrs. Goergen. 

(B)           Mr. Goergen is the President, a member of the Board of Directors of, and the sole investment manager of the Foundation, and, pursuant to Rule 13d-3, may be deemed to beneficially own the 127,306 shares of Common Stock held by the Foundation.

(C)           Mr. Goergen is a co-trustee of the Trust and, pursuant to Rule 13d-3, may be deemed to beneficially own the 74,997 shares of Common Stock held by the Trust.

(D)          Mr. Goergen is a Manager and a Member of Ropart Investments and, pursuant to Rule 13d-3, may be deemed to beneficially own the 808,300 shares of Common Stock held by Ropart Investments.

As a result, Mr. Goergen may be deemed to beneficially own an aggregate of 12,240,188 shares of Common Stock, or 26.9% of the outstanding shares of Common Stock.  Mr. Goergen disclaims beneficial ownership of the 419,880 shares of Common Stock beneficially owned by Mrs. Goergen, and the filing of this statement shall not be construed as an admission that Mr. Goergen is, for the purposes of Sections 13(d) or (g) of the Exchange Act, the beneficial owner of such shares.

(iii)

(A)          Mrs. Goergen is the spouse of Mr. Goergen and, pursuant to Rule 13d-3, may be deemed to beneficially own indirectly the 11,820,308 shares of Common Stock held by Mr. Goergen.

As a result, Mrs. Goergen may be deemed to beneficially own an aggregate of 12,240,188 shares of Common Stock, or 26.9% of the outstanding shares of Common Stock.  Mrs. Goergen disclaims beneficial ownership of the 11,820,308 shares of Common Stock held by Mr. Goergen, and the filing of this statement shall not be construed as an admission that Mrs. Goergen is, for the purposes of Sections 13(d) or (g) of the Exchange Act, the beneficial owner of such Shares.

(c)

(i)            Mr. Goergen has the sole power to vote and dispose of, or to direct the voting and disposition of, the aggregate of 11,745,311 shares of Common Stock held by the Foundation, Ropart Investments and him.  Mr. Goergen has the shared power to vote or dispose of, or to direct the voting and disposition of, the aggregate of 74,997 shares of Common Stock held by the Trust.

(ii)           Mrs. Goergen has the sole power to vote and dispose of, or to direct the voting and disposition of the aggregate of 419,880 shares of Common Stock beneficially owned by her.

 

9



 

(iii)          Mr. Goergen has the sole power to vote and dispose of, or to direct the voting and disposition of, the 127,306 shares of Common Stock held by the Foundation.

(iv)          Mr. Goergen has the shared power to vote and dispose of, or to direct the voting and disposition of, the 74,997 shares of Common Stock held by the Trust.

(v)           Mr. Goergen has the sole power to vote and dispose of, or to direct the voting and disposition of, the 808,300 shares of Common Stock held by Ropart Investments.

 

10



 

Signature

After reasonable 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.

 

 

February 12, 2004

 

 

 

 

 

 

/s/ Robert B. Goergen

 

Robert B. Goergen

 

 

 

 

 

/s/ Pamela M. Goergen

 

Pamela M. Goergen

 

 

 

 

 

THE GOERGEN FOUNDATION, INC.

 

 

 

 

 

By:

/s/ Robert B. Goergen

 

Name:  Robert B. Goergen

 

Title:  President

 

 

 

 

 

TRUST FOR THE BENEFIT OF ALICE B. McCOOL

 

 

 

 

 

By:

/s/ Robert B. Goergen

 

Name:  Robert B. Goergen

 

Title:  Co-Trustee

 

 

 

 

 

ROPART INVESTMENTS, LLC

 

 

 

 

 

By:

/s/ Robert B. Goergen

 

Name:  Robert B. Goergen

 

Title:  Manager

 

11


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