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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

BLYTH, INC.

(Name of Issuer)

Common Stock, par value $0.02 per share

(Title of Class of Securities)

09643P207

(CUSIP Number)

Robert B. Goergen

c/o Blyth, Inc.

One East Weaver St.

Greenwich, Connecticut 06831

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

- with copies to -

Harold B. Finn III, Esq.

Finn Dixon & Herling LLP

177 Broad Street

Stamford, CT 06901

August 31, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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.

CUSIP No. 09643P207



1	NAMES OF REPORTING PERSONS Robert B. Goergen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 4,022,929
		8	SHARED VOTING POWER 1,734,842
		9	SOLE DISPOSITIVE POWER 4,022,929
		10	SHARED DISPOSITIVE POWER 1,734,842
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,757,771
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] Excludes 209,690 shares held by Mrs. Goergen as to which Mr. Goergen disclaims beneficial ownership. (see Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.7%
14	TYPE OF REPORTING PERSON (see Instructions) IN

CUSIP No. 09643P207



1	NAMES OF REPORTING PERSONS Pamela M. Goergen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 209,690
		8	SHARED VOTING POWER 1,734,842
		9	SOLE DISPOSITIVE POWER 209,690
		10	SHARED DISPOSITIVE POWER 1,734,842
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,944,532
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] Excludes an aggregate of 4,022,929 shares held directly by Mr. Goergen as to which Mrs. Goergen disclaims beneficial ownership. (see Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%
14	TYPE OF REPORTING PERSON (see Instructions) IN

CUSIP No. 09643P207



1	NAMES OF REPORTING PERSONS The Goergen Foundation, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 182,092
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 182,092
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,092
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (see Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON (see Instructions) CO

CUSIP No. 09643P207



1	NAMES OF REPORTING PERSONS Ropart Investments, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 1,552,750
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 1,552,750
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,552,750
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (see Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6%
14	TYPE OF REPORTING PERSON (see Instructions) OO-LLC

CUSIP No. 09643P207



1	NAMES OF REPORTING PERSONS Robert B. Goergen, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 387,154
		8	SHARED VOTING POWER 1,903,416
		9	SOLE DISPOSITIVE POWER 387,154
		10	SHARED DISPOSITIVE POWER 1,903,416
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,290,570
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] Excludes an aggregate of 11,359 shares held directly by Stacey Goergen as to which Robert B. Goergen, Jr. disclaims beneficial ownership. (see Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14	TYPE OF REPORTING PERSON (see Instructions) IN

CUSIP No. 09643P207



1	NAMES OF REPORTING PERSONS Todd A. Goergen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 71,966
		8	SHARED VOTING POWER 2,289,571
		9	SOLE DISPOSITIVE POWER 71,966
		10	SHARED DISPOSITIVE POWER 2,289,571
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,295,876
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X] Excludes an aggregate of 8,431 shares held directly by Emma Goergen as to which Todd A. Goergen disclaims beneficial ownership. (see Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14	TYPE OF REPORTING PERSON (see Instructions) IN

CUSIP No. 09643P207



1	NAMES OF REPORTING PERSONS Stacey Goergen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 11,359
		8	SHARED VOTING POWER -0-
		9	SOLE DISPOSITIVE POWER 11,359
		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,359
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] Excludes an aggregate of 2,290,570 shares held directly or indirectly by Robert B. Goergen, Jr. as to which Stacey Goergen disclaims beneficial ownership. (see Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.07%
14	TYPE OF REPORTING PERSON (see Instructions) IN

CUSIP No. 09643P207



1	NAMES OF REPORTING PERSONS Emma Goergen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 8,431
		8	SHARED VOTING POWER -0-
		9	SOLE DISPOSITIVE POWER 8,431
		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,431
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] Excludes an aggregate of 2,295,876 shares held directly or indirectly by Todd A. Goergen as to which Emma Goergen disclaims beneficial ownership. (see Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.05%
14	TYPE OF REPORTING PERSON (see Instructions) IN

AMENDMENT NO. 6 TO SCHEDULE 13D

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) is being filed on behalf of the Reporting Persons relating to shares of common stock of Blyth, Inc., a Delaware corporation (the “Issuer”), $0.02 par value per share (the “Common Stock”). Amendment No. 6 amends and supplements the Schedule 13D filed by the Reporting Persons on July 13, 2011, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on March 30, 2012, as amended by Amendment No. 2 to Schedule 13D filed by the Reporting Persons on November 30, 2012, as amended by Amendment No. 3 to Schedule 13D filed by the Reporting Persons on December 26, 2012, as amended by Amendment No. 4 to Schedule 13D filed by the Reporting Persons on April 8, 2013, and as amended by Amendment No. 5 to Schedule 13D filed by the Reporting Persons on December 6, 2013 (“Schedule 13D”). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule 13D and unless amended and supplemented hereby, all information previously filed remains in effect.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby supplemented by the addition of the following:

Since December 6, 2013, Mr. Goergen has given an aggregate of 19,324 shares of Common Stock, as gifts, to RBG, TAG, SG,EG and trusts fbo their children. Such shares are reflected in this Amendment No. 6 as beneficially owned by RBG, TAG, SG, EG and trusts fbo their children, as applicable. In addition, since December 6, 2013, Mr. Goergen has (a) given 111,732 shares of Common Stock, as a gift, to The Goergen Foundation; such shares are reflected in this Amendment No. 6 as

beneficially owned by Mr. Goergen, Mrs. Goergen, RBG and TAG; and (b) given an aggregate of 5 shares of Common Stock, as gifts, to persons other than Reporting Persons.

Since December 6, 2013, living trust for the benefit of Mr. Goergen has received a distribution of 22,690 shares of Common Stock from The Meliora Charitable Remainder Trust; such shares are reflected in this Amendment No. 6 as beneficially owned by Mr. Goergen. By reason of such distribution, the beneficial interest of TAG in the shares of Common Stock owned by The Meliora Charitable Remainder Trust has been reduced by 22,690, which reduction is reflected in this Amendment No. 6.

Since December 6, 2013, certain stock awards granted to Mrs. Goergen have vested with the effect that Mrs. Goergen’s beneficial ownership has increased by 3,000 shares in respect of such stock awards. Such increase in beneficial ownership by Mrs. Goergen is reflected in this Amendment No. 6.

Since December 6, 2013, certain stock awards granted to RBG have vested with the effect that RBG’s beneficial ownership has increased by 23,045 shares of Common Stock in respect of such stock awards. Such increase in beneficial ownership by RBG is reflected in this Amendment No. 6.

Since December 6, 2013, The Goergen Foundation has received a gift of 5,618 shares of Common Stock from a person, other than a Reporting Person; such shares are reflected in this Amendment No. 6 as beneficially owned by Mr. Goergen, Mrs. Goergen, RBG and TAG.

Item 4. Purpose of the Transaction

Item 4 is supplemented by the addition of the following:

Support Agreement

On August 30, 2015, CB Shine Holdings, LLC, a Delaware limited liability company (“Parent”) and CB Shine Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Issuer. Under the Merger Agreement, among other things, Merger Sub will commence a tender offer (the “Offer”) to purchase all of the Common Stock, at a price per share of $6.00 (the “Offer Price”), in cash without interest, subject to any deduction or withholding of taxes required by applicable law. Upon successful completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Issuer (the “Merger”), and the Issuer will survive the Merger as a direct wholly owned subsidiary of Parent. It is anticipated that the Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware, with no vote of the Company’s stockholders required to consummate the Merger.

In connection with the execution and delivery of the Merger Agreement, Parent and Merger Sub entered into a tender and support agreement with certain of the Reporting Persons party thereto in their capacity as stockholders of Blyth, Inc. (the “Supporting Shareholders”), dated as of August 30, 2015 (the “Support Agreement”). Pursuant to the Support Agreement, the Supporting Stockholders have agreed to tender 6,332,173 shares of Common Stock beneficially owned by such stockholders in the Offer and otherwise support the transactions contemplated by the Merger Agreement. The Support Agreement terminates upon certain events, including the valid termination of the Merger Agreement in accordance with its terms and the modification, waiver or amendment of the Merger Agreement, without the consent of the Supporting Stockholders, in a manner that reduces the amount or changes the form of consideration

payable to such Supporting Stockholders. In such case, any shares tendered by the Supporting Stockholders would be returned to the Supporting Stockholders.

The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, a copy of which is attached hereto as Exhibit 99.5, and which is incorporated by reference herein in its entirety.

The primary purpose of the transactions described above is for Parent, through Merger Sub, to acquire all of the outstanding shares of Common Stock. Parent required that the Supporting Stockholders agree to enter into the Support Agreement as part of the inducements for Parent and Merger Sub to enter into the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement, including the Offer and the Merger. Upon consummation of such transactions, the Issuer will become a wholly-owned subsidiary of Parent and the Common Stock will cease to be freely traded or listed and will be de-registered under the Act.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon 16,138,413 shares outstanding as of July 31, 2015, as reported by the Issuer in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, plus, with respect to certain Reporting Persons, deferred vested restricted stock units as described in the following sentence. Amounts shown as beneficially owned by Mrs. Goergen include 10,500 deferred vested restricted stock units held by Mrs. Goergen; amounts shown as beneficially owned by RBG include 11,942 deferred vested restricted stock units held by RBG.

(a), (b) As of the date hereof, the following is the beneficial ownership and percentage of the Issuer’s Common Stock outstanding for each of the Reporting Persons:

(i)

(A)

Mr. Goergen beneficially owns directly 4,022,929 shares of Common Stock (all of which shares of Common Stock are held in a living trust for the benefit of Mr. Goergen, of which Mr. Goergen is the trustee). 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 209,690 shares of Common Stock directly beneficially owned by Mrs. Goergen. Mr. Goergen disclaims beneficial ownership of the 209,690 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. Mr. Goergen is the President and a member of the board of directors of the Foundation, and pursuant to Rule 13d-3, may be deemed to beneficially own the 182,092 shares of Common Stock held by the Foundation. Mr. Goergen is a manager and a member of Ropart and, pursuant to Rule 13d-3, may be deemed to beneficially own the 1,552,750 shares of Common Stock held by Ropart. Collectively, Mr. Goergen may be deemed to beneficially own (excluding shares beneficially owned by Mrs. Goergen and not Mr. Goergen) 35.7% of the outstanding shares of Common Stock.

(B)

Mrs. Goergen beneficially owns directly 209,690 shares of Common Stock (which includes 199,190 shares held in a living trust for the benefit of Mrs. Goergen, of which Mrs. Goergen is the trustee, and 10,500 deferred vested restricted stock units). Mrs. Goergen is the spouse of Mr. Goergen and, pursuant to Rule 13d-3, may be deemed to beneficially own indirectly the 4,022,929 shares of Common Stock directly held by Mr. Goergen. Mrs. Goergen disclaims beneficial ownership of the 4,022,929 shares of Common Stock directly beneficially owned 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. Mrs. Goergen is a member of the board of directors of the Foundation, and, pursuant to Rule 13d-3, may be deemed to beneficially own the 182,092 shares of Common Stock held by the Foundation. Mrs. Goergen is a manager and a member of Ropart and, pursuant to Rule 13d-3, may be deemed to beneficially own the 1,552,750 shares of Common Stock held by Ropart. Collectively, Mrs. Goergen may be deemed to beneficially own (excluding shares beneficially owned by Mr. Goergen and not Mrs. Goergen) 12.0% of the outstanding shares of Common Stock.

(C)

The Foundation beneficially owns directly 182,092 shares of Common Stock or 1.1% of the outstanding shares of Common Stock.

(D)

Ropart beneficially owns directly 1,552,750 shares of Common Stock or 9.6% of the outstanding shares of Common Stock.

(E)

RBG beneficially owns directly 365,501 shares of Common Stock (which includes 11,942 deferred vested restricted stock units). RBG is a manager and a member of Ropart and, pursuant to Rule 13d-3, may be deemed to beneficially own the 1,552,750 shares of Common Stock held by Ropart. RBG may be deemed to beneficially own indirectly 33,714 shares of Common Stock held by the Trust fbo Robert B. Goergen, Jr., 33,714 shares of Common Stock held by the Trust fbo Todd A. Goergen, and 101,146 shares of Common Stock held by a Generation Skipping Trust, as to each of which RBG is the co-trustee with TAG, and 21,653 shares of Common Stock held in different trusts for the benefit of his children, as to each of which he is the sole trustee. RBG is a member of the board of directors of the Foundation, and pursuant to Rule 13d-3, may be deemed to beneficially own the 182,092 shares of Common Stock held by

the Foundation. RBG is the spouse of SG and, pursuant to Rule 13d-3, may be deemed to beneficially own indirectly the 11,359 shares of Common Stock beneficially owned by SG. RBG disclaims beneficial ownership of the 11,359 shares of Common Stock beneficially owned by SG, and the filing of this statement shall not be construed as an admission that RBG is, for the purposes of Sections 13(d) or (g) of the Exchange Act, the beneficial owner of such shares. This report does not include 175,000 shares of Common Stock held by the Robert B. Goergen Jr. Irrevocable Trust, as to which RBG is the beneficiary, because none of the Reporting Persons have the power to vote and dispose or to direct the voting and disposition of such shares. Collectively, RBG may be deemed to beneficially own (excluding shares beneficially owned by SG and the Robert B. Goergen Jr. Irrevocable Trust) 14.2% of the outstanding shares of Common Stock.

(F)

SG beneficially owns directly 11,359 shares of Common Stock. SG is the spouse of RBG and, pursuant to Rule 13d-3, may be deemed to beneficially own indirectly the 365,501 shares of Common Stock directly held by RBG, the aggregate of 168,574 shares of Common Stock indirectly beneficially owned by RBG as co-trustee of the Trust fbo Robert B. Goergen, Jr., the Trust fbo Todd A. Goergen, and the Generation Skipping Trust, 21,653 shares of Common Stock indirectly beneficially owned by RBG as trustee of various trusts for the benefit of his children, the 1,552,750 shares of Common Stock indirectly beneficially owned by RBG through Ropart and the 182,092 shares of Common Stock indirectly beneficially owned by RBG through the Foundation. SG disclaims beneficial ownership of the 2,290,570 shares of Common Stock beneficially owned by RBG (either directly or indirectly), and the filing of this statement shall not be construed as an admission that SG is, for the purposes of Sections 13(d) or (g) of the Exchange Act, the beneficial owner of such shares. Collectively, SG may be deemed to beneficially own (excluding shares beneficially owned by RBG) 0.07% of the outstanding shares of Common Stock.

(G)

TAG beneficially owns directly 65,661 shares of Common Stock. TAG is a manager and a member of Ropart and, pursuant to Rule 13d-3, may be deemed to beneficially own the 1,552,750 shares of Common Stock held by Ropart. TAG is a member of TAGAPT, LLC and may be deemed to beneficially own indirectly 80,000 shares of Common Stock held by TAGAPT, LLC. TAG may be deemed to beneficially own indirectly 33,714 shares of Common Stock held by the Trust fbo Robert B. Goergen, Jr., 33,714 shares of Common Stock held by the Trust fbo Todd A. Goergen, 101,146 shares of Common Stock held by the Generation Skipping Trust, as to each of which TAG is the co-trustee with RBG, and 6,305 shares of Common Stock held in trust for the benefit of his children, as to which he is the sole trustee. TAG is the spouse of EG and, pursuant to Rule 13d-3, may be deemed to beneficially own indirectly the 8,431 shares of Common Stock beneficially owned by EG. TAG disclaims beneficial ownership of the 8,413 shares of Common Stock beneficially owned by EG, and the filing of this statement shall not be construed as an admission that TAG is, for the purposes of Sections 13(d) or (g) of the Exchange Act, the beneficial owner of such shares. TAG is a member of the board of directors of the Foundation, and pursuant to Rule 13d-3, may be deemed to beneficially own the 182,092 shares of Common Stock held by the Foundation. TAG is the co-trustee of The Meliora II Charitable Remainder Trust, and pursuant to Rule 13d-3, may be deemed to beneficially own 240,494 shares of Common Stock held by such trust. This report does not include 50,532 shares of Common Stock held by the Todd A. Goergen Irrevocable Trust, as to which TAG is the beneficiary, because none of the Reporting Persons has the power to vote and dispose or to direct the voting and disposition of such shares. Collectively, TAG may be deemed to beneficially own (excluding shares beneficially owned by EG and shares held by the Todd A. Goergen Irrevocable Trust) 14.2% of the outstanding shares of Common Stock.

(H)

EG beneficially owns directly 8,431 shares of Common Stock. EG is the spouse of TAG and, pursuant to Rule 13d-3, may be deemed to beneficially own indirectly the 65,661 shares of Common Stock directly

beneficially owned by TAG, the aggregate of 168,574 shares of Common Stock indirectly beneficially owned by TAG as co-trustee of the Trust fbo Robert B. Goergen, Jr., the Trust fbo Todd A. Goergen, the Generation Skipping Trust, and the 6,305 shares of Common Stock indirectly beneficially owned by TAG as trustee of a trust for the benefit of his children, the 1,552,750 shares of Common Stock indirectly held by TAG through Ropart, the 80,000 shares of Common Stock held by TAGAPT, LLC, the 240,494 shares of Common Stock held by The Meliora II Charitable Remainder Trust of which TAG is the co-trustee, and the 182,092 shares of Common Stock held by the Foundation. EG disclaims beneficial ownership of the 2,295,876 shares of Common Stock beneficially owned by TAG (either directly or indirectly), and the filing of this statement shall not be construed as an admission that EG is, for the purposes of Sections 13(d) or (g) of the Exchange Act, the beneficial owner of such shares. Collectively, EG may be deemed to beneficially own (excluding shares beneficially owned by TAG) 0.05% of the outstanding shares of Common Stock.

(ii)

(A)

Mr. Goergen has the sole power to vote and dispose of, or to direct the voting and disposition of, the aggregate of 4,022,929 shares of Common Stock beneficially owned by him.

(B)

Mrs. Goergen has the sole power to vote and dispose of, or to direct the voting and disposition of an aggregate of 209,690 shares of Common Stock beneficially owned by her.

(C)

Mr. Goergen, Mrs. Goergen, RBG and TAG have the shared power to vote and dispose of, or to direct the voting and disposition of the aggregate of 182,092 shares of Common Stock beneficially owned by the Foundation.

(D)

Mr. Goergen, Mrs. Goergen, RBG and TAG have the shared power to vote and dispose of, or to direct the voting and disposition of, the aggregate of 1,552,750 shares of Common Stock beneficially owned by Ropart.

(E)

RBG has the sole power to vote and dispose of, or to direct the voting and disposition of, the aggregate of 365,501 shares of Common Stock beneficially owned directly by him. RBG has the sole power to vote and dispose of, or direct the voting and disposition of the aggregate of 21,653 shares of Common Stock held by various trusts for the benefit of his children. RBG has the shared power to vote and dispose or to direct the voting and disposition of the aggregate of 33,714 shares of Common Stock held by the Trust fbo Robert B. Goergen, Jr., 33,714 shares of Common Stock held by the Trust fbo Todd A Goergen and 101,146 shares of Common Stock held by the Generation Skipping Trust.

(F)

SG has the sole power to vote and dispose of, or to direct the voting and disposition of, the aggregate of 11,359

shares of Common Stock beneficially owned by her.

(G)

TAG has the sole power to vote and dispose of, or to direct the voting and disposition of, the aggregate of 65,661 shares of Common Stock beneficially owned directly by him. TAG has the sole power to vote and dispose of or direct the voting and disposition of the 6,305 shares of Common Stock held in trust for his children. TAG has the shared power to vote and dispose of or, to direct the voting and disposition of the aggregate of 33,714 shares of Common Stock held by the Trust fbo Robert B. Goergen, Jr., 33,714 shares of Common Stock held by the Trust fbo Todd A Goergen, 101,146 shares of Common Stock held by the Generation Skipping Trust, 240,494 shares of Common Stock held by The Meliora II Charitable Remainder Trust and 80,000 shares of Common Stock held by TAGAPT, LLC.

(H)

EG has the sole power to vote and dispose of, or to direct the voting and disposition of the aggregate of 8,431 shares of Common Stock beneficially owned by her.

(c) The Reporting Persons have not engaged in transactions with respect to the Issuer’s Common Stock in the past sixty (60) days, except for the entry into the Support Agreement by the Supporting Shareholders.

(d) Except as set forth in this Item 5, no person other than those listed above is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported in this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Support Agreement

As described in Item 4 hereto, certain of the Reporting Persons have entered into a Support Agreement. The information set forth in Item 4 with respect to the Support Agreement is incorporated by reference into this Item 6 in its entirety.

Other than as described in this Schedule 13D and the agreements attached hereto and incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Exhibit 99.1

Joint Filing Agreement by and among the Reporting Persons, dated July 13, 2011 (Previously Filed).

Exhibit 99.2

Amended and Restated Employment Agreement between the Issuer and Robert B. Goergen dated December 11, 2008 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on December 12, 2008) (Previously Filed).

Exhibit 99.3

Amendment No. 1 dated December 10, 2009 to Amended and Restated Employment Agreement between the Issuer and Robert B. Goergen dated December 11, 2008 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on December 10, 2009) (Previously Filed).

Exhibit 99.4

Letter dated December 11, 2013, from RBG to CVSL, Inc. (Previously Filed).

Exhibit 99.5

Tender and Support Agreement, dated as of August 30, 2015, among CB Shine Holdings, LLC, CB Shine Merger Sub, Inc. and certain stockholders of Blyth, Inc. party thereto.

Exhibit 24

Power of Attorney for Reporting Persons, dated July 20, 2012 (Previously Filed).

Signatures

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information in this Amendment No. 6 is true, complete and correct.

Dated: August 31, 2015



	ROBERT B. GOERGEN By: /s/Harold B. Finn III Name: Harold B. Finn III Title: Attorney-in-Fact for Robert B. Goergen
	PAMELA M. GOERGEN By: /s/Harold B. Finn III Name: Harold B. Finn III Title: Attorney-in-Fact for Pamela M. Goergen
	THE GOERGEN FOUNDATION, INC. By: /s/Harold B. Finn III Name: Harold B. Finn III Title: Attorney-in-Fact for Robert B. Goergen, President
	ROPART INVESTMENTS, LLC By: /s/Harold B. Finn III Name: Harold B. Finn III Title: Attorney-in-Fact for Robert B. Goergen, Manager
	ROBERT B. GOERGEN, JR. By: /s/Harold B. Finn III Name: Harold B. Finn III Title: Attorney-in-Fact for Robert B. Goergen, Jr.
	TODD A. GOERGEN By: /s/Harold B. Finn III Name: Harold B. Finn III Title: Attorney-in-Fact for Todd A. Goergen
	STACEY GOERGEN By: /s/Harold B. Finn III Name: Harold B. Finn III Title: Attorney-in-Fact for Stacey Goergen
	EMMA GOERGEN By: /s/Harold B. Finn III Name: Harold B. Finn III Title: Attorney-in-Fact for Emma Goergen

Exhibit Index

Exhibit No.

Description

Exhibit 99.1

Joint Filing Agreement by and among the Reporting Persons dated July 13, 2011 (Previously Filed).

Exhibit 99.2

Exhibit 99.3

Exhibit 99.4

Letter dated December 11, 2013 from Robert B. Goergen, Jr. to CVSL, Inc. (Previously Filed)

Exhibit 99.5

Tender and Support Agreement, dated as of August 30, 2015, among CB Shine Holdings, LLC, CB Shine Merger Sub, Inc. and certain stockholders of Blyth, Inc. party thereto.

Exhibit 24

Power of Attorney for Reporting Persons, dated July 20, 2012 (Previously Filed).

EXHIBIT 99.5

TENDER AND SUPPORT AGREEMENT

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 30, 2015, is entered into by and among CB Shine Holdings, LLC, a Delaware limited liability company (“Parent”), CB Shine Merger Sub, Inc., a Delaware corporation and a Subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, as of the date hereof, each Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the number of shares of Company Common Stock set forth opposite such Stockholder’s name on Schedule A (all such shares of Company Common Stock, together with any shares of Company Common Stock that are hereafter issued to or otherwise directly or indirectly acquired or beneficially owned by such Stockholder prior to the Termination Date (as defined below) (collectively “After-Acquired Shares”), being referred to herein as the “Subject Shares” of such Stockholder);

WHEREAS, concurrently with the execution hereof, Parent, Merger Sub and Blyth, Inc., a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended pursuant to the terms thereof, the “Merger Agreement”), which provides, among other things, for Merger Sub to commence an offer to purchase all the outstanding shares of Company Common Stock and for the Merger of the Company and Merger Sub, upon the terms and subject to the conditions set forth in the Merger Agreement; and

WHEREAS, as a condition to their willingness to enter into the Merger Agreement, and as an inducement and in consideration for Parent and Merger Sub to enter into the Merger Agreement, each Stockholder has agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I
AGREEMENT TO TENDER AND VOTE

1.1. Agreement to Tender. Subject to the terms of this Agreement, unless the Merger Agreement has been validly terminated in accordance with its terms, each Stockholder hereby agrees to accept the Offer with respect to all the Subject Shares of such Stockholder and tender or cause to be tendered in the Offer all of such Stockholder’s Subject Shares that such Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and clear of all Share Encumbrances (as defined below) except for Permitted Share Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange

Act) of the Offer (or in the case of any After-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by such Stockholder subsequent to such tenth (10th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, no later than two (2) Business Days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), each Stockholder shall deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer and (b) a certificate or certificates representing all such Subject Shares that are certificated or, in the case of Subject Shares that are Book-Entry Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered in the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” or such other evidence, if any, of transfer as the Paying Agent may request to effect or evidence the transfer thereof. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until (i) the Merger Agreement shall have been validly terminated in accordance with its terms, (ii) the Offer shall have been terminated, withdrawn or shall have expired, or (iii) this Agreement shall have been terminated in accordance with Section 5.2 hereof. Upon the occurrence of (i), (ii) or (iii) in the preceding sentence, Parent and Merger Sub shall promptly return, and shall cause the Paying Agent to promptly return, all Subject Shares tendered by Stockholder.

1.2. Agreement to Vote. Each Stockholder hereby irrevocably and unconditionally agrees that, subject to the terms of this Agreement, until the Termination Date, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of such Subject Shares unless the Merger Agreement has been validly terminated in accordance with its terms, (i) against any action or agreement that is intended or would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of any Stockholder contained in this Agreement or (B) result in any of the conditions set forth in Article 7 or Annex I of the Merger Agreement not being satisfied in a timely manner; (ii) against any Alternative Transaction Proposal or any action in furtherance of any Alternative Transaction Proposal; (iii) against any other action, agreement or transaction involving the Company or any Subsidiary of the Company that is intended or would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Subsidiary of the Company (other than the Transactions); (y) a sale, lease, license or transfer of a material amount of assets of the Company or Subsidiary of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change to the Company

Charter or Company Bylaws as in effect on the date hereof; and (iv) in favor of (A) the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement, (B) the approval of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for the adoption and approval of the Merger Agreement and the transactions contemplated thereby on the date on which such meeting is held and (C) any other matter necessary for consummation of the transactions contemplated by the Merger Agreement that is considered at any such meeting of the Stockholders of the Company. No Stockholder shall agree or commit to take any action inconsistent with the foregoing. Each Stockholder shall retain at all times the right to vote the Subject Shares (with respect to which the Stockholder is entitled to vote) in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Company’s stockholders generally.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

Each Stockholder represents and warrants, severally and not jointly, to Parent and Merger Sub that:

2.1. Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles).

2.2. Non-Contravention. Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby nor compliance by such Stockholder with any provisions herein will (a) if such Stockholder is not an individual, violate, contravene or conflict with, or result in a breach of any provision of, the certificate of incorporation or bylaws (or other similar governing documents) of such Stockholder, (b) require any consent of, or registration, declaration or filing with, any Governmental Body on the part of such Stockholder, except for the filing of such reports as may

be required under Sections 13(d) and 16 of the Exchange Act or the HSR Act in connection with this Agreement and the transactions contemplated hereby, (c) violate, contravene or conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its Subject Shares are bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Share Encumbrance of any kind on any asset of such Stockholder (other than one created by Parent or Merger Sub or otherwise pursuant to this Agreement), or (e) violate, contravene or conflict with any Law or Order applicable to such Stockholder or by which any of its Subject Shares are bound, except for any of the foregoing as could not reasonably be expected, either individually or in the aggregate, to impair, impede, delay or frustrate the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

2.3. Ownership of Subject Shares; Total Shares. Such Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Encumbrances, proxies, voting trusts or agreements, options or rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Share Encumbrances”), except for any such Share Encumbrance that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law (collectively, “Permitted Share Encumbrances”). The shares of Company Common Stock listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock owned by such Stockholder, beneficially or of record, as of the date hereof, other than Restricted Stock Units, and such Stockholder and its Affiliates do not own, beneficially or of record, any restricted stock, restricted stock units, options, warrants or other rights to acquire shares of Company Common Stock or any securities convertible into or exchangeable for shares of Company Common Stock.

2.4. Voting Power. Such Stockholder has sole voting power with respect to all such Stockholder’s Subject Shares, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s Subject Shares.

2.5. Reliance. Such Stockholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of its own choosing. Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement.

2.6. Absence of Litigation. With respect to such Stockholder, as of the date hereof, there is no Action pending against, or, to the knowledge of such Stockholder, threatened against such Stockholder or any of such Stockholder’s properties or assets (including any Subject Shares) before or by any Governmental Authority that would reasonably be expected to prevent, delay or impair the consummation by such Stockholder of the transactions contemplated by this Agreement or otherwise impair such Stockholder’s ability to perform its obligations hereunder.

2.7. Brokers. No broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission from the Parent, Merger Sub or Company in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub represent and warrant to the Stockholders that:

3.1. Organization and Qualification. Each of Parent and Merger Sub is a duly organized and validly existing corporation in good standing under the Laws of the jurisdiction of its organization.

3.2. Authority for this Agreement. Each of Parent and Merger Sub has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub have been duly and validly authorized by all necessary entity action on the part of each of Parent and Merger Sub, and no other entity proceedings on the part of Parent and Merger Sub are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles).

3.3. Non-Contravention. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation of the transactions contemplated hereby nor compliance by them with any provisions herein will (a) violate, contravene or conflict with, or result in a breach of any provision of, the certificate of incorporation or bylaws (or other similar governing documents) of each of Parent and Merger Sub, (b) require any consent of, or registration, declaration or filing with, any Governmental Authority on the part of Parent and Merger Sub, except for the filing of such reports as may be required under the Exchange Act or the HSR Act in connection with this Agreement and the transactions contemplated hereby, or (c) violate, contravene or conflict with any Law or Order applicable to Parent or Merger Sub or by which any of their respective properties or assets are bound, except for any of the foregoing as could not reasonably be expected, either individually or in the

aggregate, to impair, impede, delay or frustrate the ability of Parent or Merger Sub to perform their obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

ARTICLE IV
ADDITIONAL COVENANTS OF THE STOCKHOLDERS

Each Stockholder hereby covenants and agrees that until the Termination Date:

4.1. No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes an Alternative Transaction Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

4.2. No Exercise of Appraisal Rights. Such Stockholder forever waives and agrees not to exercise any appraisal rights or dissenters’ rights in respect of such Stockholder’s Subject Shares that may arise in connection with the Merger unless the Merger Agreement is validly terminated in accordance with its terms.

4.3. Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Law (provided that reasonable notice of any such

disclosure will be provided to Parent). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or other Governmental Authority or applicable securities exchange, and any press release or other disclosure document in connection with the Offer, the Merger and any other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority or securities exchange. Such Stockholder agrees to promptly give Parent any information Parent may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Stockholder makes no representations, and shall have no liability to Parent, Merger Sub or the Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Merger Sub, the Company or any of their respective Affiliates (other than Stockholder), or with respect to any other information contained in any such disclosure documents.

4.4. Adjustments. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of the Company affecting the Subject Shares, the terms of this Agreement shall apply to the resulting securities.

4.5. Waiver of Certain Actions. Each Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) alleging a breach of any duty of the Board of Directors of the Company in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby. Notwithstanding Section 5.2, in the event the Offer is consummated, this Section 4.5 shall survive the consummation of the Offer indefinitely.

4.6. No Solicitation. Subject to Section 5.15, each Stockholder shall not, and shall cause its controlled Affiliates and its and their respective Representatives not to, and each Stockholder shall not publicly propose to, directly or indirectly (other than with respect to Parent and Merger Sub), (a) solicit, initiate or knowingly facilitate, induce or encourage any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, or (b) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate in any way that would otherwise be expected to lead to, any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Stockholder, their respective controlled Affiliates and their respective Representatives shall be deemed to be a breach of this

Section 4.6 by such Stockholder. Each Stockholder shall, and shall cause its controlled Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Alternative Transaction Proposal. Each Stockholder shall, and shall cause its controlled Affiliates and their respective Representatives to, immediately cease and terminate any existing solicitation, encouragement, discussion or negotiation with any third-party theretofore conducted by such Stockholder, its controlled Affiliates or its and their respective Representatives. Except to the extent such notice has previously been provided by the Company pursuant to the Merger Agreement, each Stockholder shall as promptly as practicable (and in any event within twenty-four (24) hours) after receipt of any Alternative Transaction Proposal or any request for nonpublic information or any inquiry relating in any way to, or that could reasonably be expected to lead to, any Alternative Transaction Proposal, provide Parent with oral and written notice of the material terms and conditions of such Alternative Transaction Proposal, request or inquiry, and the identity of the Person or group making any such Alternative Transaction Proposal, request or inquiry and an unredacted copy of all written materials provided to it in connection with such Alternative Transaction Proposal, request or inquiry. In addition, except to the extent provided by the Company pursuant to the Merger Agreement, each Stockholder shall provide Parent as promptly as practicable (and in any event within twenty-four (24) hours) with all information as is reasonably necessary to keep Parent fully informed in all material respects of all oral or written communications regarding, and the status and terms of, and changes in any such Alternative Transaction Proposal, request or inquiry, and, shall promptly provide to Parent an unredacted copy of all written materials (including written materials provided by email or otherwise in electronic format) provided, directly or indirectly, by or to such Stockholder, its controlled Affiliates or any of their respective Representatives in connection with such Alternative Transaction Proposal, request or inquiry.

4.7. Stockholder Litigation. Each Stockholder shall provide Parent with prompt notice of any claim or Action (including any class action or derivative litigation) brought, asserted or commenced by, on behalf of or in the name of, against or otherwise involving such Stockholder relating to the Offer, the Merger, this Agreement or any of the transactions contemplated by this Agreement, and shall keep Parent informed on a reasonably prompt basis with respect to the status thereof. Each Stockholder shall give Parent the opportunity to participate (at Parent’s expense) in the defense or settlement of any such litigation, and no such settlement shall be agreed to without the Parent’s prior written consent.

4.8. Reasonable Best Efforts. Unless the Merger Agreement has been validly terminated in accordance with its terms, each Stockholder shall use its reasonable best efforts to take, or cause to be taken, any and all actions and to do, or cause to be done, and to assist with Parent, Merger Sub and the Company in doing, any and all things, necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by the Merger Agreement.

ARTICLE V
MISCELLANEOUS

5.1. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally or sent via facsimile or electronic mail (receipt confirmed), (b) on the first (1^st) Business Day following the date of dispatch if sent by a nationally recognized overnight courier (providing proof of delivery) or (c) on the third (3rd) Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid, in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) if to Parent or Merger Sub, to the address or facsimile number set forth in Section 9.2 of the Merger Agreement and (ii) if to a Stockholder, to such Stockholder’s address or facsimile number set forth on a signature page hereto, or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to each other party hereto.

5.2. Termination. This Agreement shall terminate automatically, without any notice or other action by any Person, upon the first to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Effective Time, (c) upon mutual written consent of the parties to terminate this Agreement, and (d) the date of any modification, waiver or amendment of the Merger Agreement, without each Stockholders’ consent, in a manner that reduces the amount or changes the form of consideration payable thereunder to such Stockholder (the date of termination with respect to any Stockholder being referred to herein as the “Termination Date”). Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, that (x) nothing set forth in this Section 5.2 shall relieve any party from liability for any breach of this Agreement prior to termination hereof, (y) the provisions of this Article V (excluding Section 5.14) shall survive any termination of this Agreement, and (z) the provisions of Section 4.5 of this Agreement shall survive any termination of the date hereof in the event the Offer has been consummated.

5.3. Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. Any agreement on the part of a party to any extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

5.4. Expenses. All fees and expenses incurred in connection herewith and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Offer or the Merger is consummated.

5.5. Entire Agreement. This Agreement, together with Schedule A, and the other documents and certificates delivered pursuant hereto, constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to, the subject matter of this Agreement.

5.6. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties, except that

either Parent or Merger Sub may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to Parent (in the case of Merger Sub) or to any direct or indirect Subsidiary of Parent, but no such assignment shall relieve Parent or Merger Sub, as applicable, of any of its obligations under this Agreement. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

5.7. Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement.

(b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) for the purpose of any Action arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the parties hereby irrevocably agrees that all claims with respect to such Action may be heard and determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) in the event any Action arises out of this Agreement or any of the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) irrevocably consents to the service of process in any Action arising out of or relating to this Agreement or any of the transactions contemplated hereby, on behalf of itself or its property, in accordance with Section 5.1 (provided that nothing in this Section 5.7(b) shall affect the right of any party to serve legal process in any other manner permitted by Law) and (iv) agrees that it will not bring any Action relating to this Agreement or any of the transactions contemplated hereby in any court other than the Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware). The parties hereto agree that a final trial court judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

5.8. Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or any of the transactions contemplated hereby. Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 5.8.

5.9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

5.10. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

5.11. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party.

5.12. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

5.13. Interpretation. The rules of construction set forth in Section 1.3 of the Merger Agreement shall apply to this Agreement, mutatis mutandis.

5.14. Further Assurances. Each Stockholder will execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations, to perform its obligations under this Agreement.

5.15. Capacity as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder of the Company, and not in such Stockholder’s capacity as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a

director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company to refrain from taking any action in his or her capacity as such director or officer, and no action taken solely in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement.

5.16. Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder.

5.17. Headings. The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]

The parties are executing this Agreement on the date set forth in the introductory clause.


CB Shine Holdings, LLC

By:	/s/David Stonehill
	Name:	David Stonehill
	Title:	President and Treasurer


CB Shine Merger Sub, Inc.

By:	/s/David Stonehill
	Name:	David Stonehill
	Title:	President and Treasurer

[Signature Page – Tender and Support Agreement]


	STOCKHOLDERS

Living Trust u/a dtd 9/30/91

f/b/o Robert B. Goergen

By:/s/Robert B. Goergen

Robert B. Goergen, Trustee

/s/Robert B. Goergen

Robert B. Goergen

Ropart Investments, LLC

By: /s/Robert B. Goergen

Robert B. Goergen, Manager

The Goergen Foundation, LLC

By:/s/Robert B. Goergen

Robert B. Goergen, President

Living Trust f/b/o Pamela M. Goergen

By:/s/Pamela M. Goergen

Pamela M. Goergen, Trustee

/s/Pamela M. Goergen

Pamela M. Goergen

/s/Robert B. Goergen, Jr.

Robert B. Goergen, Jr.

Trust f/b/o Greer S. Goergen

By:/s/Robert B. Goergen, Jr.

Robert B. Goergen Jr., Trustee

Trust f/b/o Robert B. Goergen III

By: /s/Robert B. Goergen, Jr.

Robert B. Goergen Jr., Trustee

Trust f/b/o Harper. G.

Goergen

By: /s/Robert B. Goergen, Jr.

Robert B. Goergen Jr., Trustee

[Signature Page – Tender and Support Agreement]

Schedule A

Name of Stockholder

Number of Shares of Company

Common Stock (“Shares”)

Living Trust u/a dtd 9/30/91

4,022,929 Shares Owned of Record¹

f/b/o Robert B. Goergen

Robert B. Goergen

1,734,842 Shares Owned Beneficially But

Not of Record

Living Trust f/b/o Pamela M. Goergen

199,190 Shares Owned of Record

Pamela M Goergen

1,745,342 Shares Owned Beneficially But

Not of Record (Including 10,500 Vested Restricted Stock Units)

The Goergen Foundation, Inc.

182,092 Shares Owned of Record

Ropart Investments, LLC

1,552,750 Shares Owned of Record

Robert B. Goergen, Jr.

353,559 Shares Owned of Record

Robert B. Goergen, Jr.

1,937,011 Shares Owned Beneficially But

Not of Record (Including 11,942 Vested Restricted Stock Units)²

Trust f/b/o Greer

7,769 Shares Owned of Record

S. Goergen

Trust f/b/o Robert

7,367 Shares Owned of Record

B. Goergen III

Trust f/b/o Harper. G.

6,517 Shares Owned of Record

Goergen

¹As used in this Schedule A, the term “Shares Owned of Record” refers to Shares that are shown on the record books of the Company as being owned by the person or entity shown opposite such Shares and/or to Shares that are held by a custodian for the account of such person or entity.

² 168,574 of such Shares do not constitute “Subject Shares” because Robert B. Goergen, Jr. does not have sole discretion to vote or dispose thereof.