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As Filed Pursuant to Rule 424(b)(5)
Registration No. 333-77721

Prospectus Supplement

(To Prospectus Dated May 14, 1999)

BLYTH, INC.

$100,000,000
5.50% Senior Notes due 2013

The notes will mature on November 1, 2013. Interest on the notes will accrue from October 23, 2003 and will be payable on May 1 and November 1 of each year, beginning May 1, 2004. We may redeem the notes in whole or in part at any time at the redemption price described beginning on page S-10.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
 
   Price to
Public(1)
   Underwriting
Discounts
   Proceeds
to Us(1)
Per note   99.785%   0.600%   99.185%
Total   $99,785,000   $600,000   $99,185,000
(1)
Plus accrued interest from October 23, 2003, if settlement occurs after that date.

The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company on or about October 23, 2003.

Joint Bookrunners

Banc of America Securities LLC   JPMorgan
  Banc One Capital Markets, Inc.  

 
UBS Investment Bank
 

 
Wachovia Securities
 

October 20, 2003

        This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the notes. The second part, the prospectus, gives more general information, some of which also applies to the notes. If the information varies between this prospectus supplement and the accompanying prospectus or information incorporated by reference, you should rely on the information in this prospectus supplement. This prospectus supplement does not contain all the information that may be important to you. Before you decide to invest in any notes, you should read the information contained in this prospectus supplement as well as the information that is contained in the accompanying prospectus, and the information that we have incorporated by reference.

        No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus supplement or the accompanying prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement or the accompanying prospectus, nor any sale made hereunder and thereunder shall under any circumstances, create any implication that there has been no change in the affairs of Blyth, Inc. since the date of this prospectus supplement or the accompanying prospectus, or that the information contained or incorporated by reference herein or therein is correct as of any time subsequent to the date of such information.


TABLE OF CONTENTS

Prospectus Supplement
     
Summary   S-3
Selected Consolidated Financial Data   S-5
Ratio of Earnings to Fixed Charges   S-7
Use of Proceeds   S-7
Capitalization   S-8
Blyth   S-9
Description of the Notes   S-10
Underwriting   S-14
Legal Matters   S-15
Experts   S-15
Where You Can Find More Information   S-15
     
Prospectus
     
Where You Can Find More Information   2
Forward Looking Statements   2
Summary Information about Blyth   3
Use of Proceeds   3
Ratio of Earnings to Fixed Charges   3
The Debt Securities   3
Book-Entry Debt Securities   10
Distribution of the Debt Securities   11
Legal Counsel   12
Experts   12

S-2


SUMMARY

        The following summary contains basic information about us and the offering. It may not contain all the information that is important to you. For a more complete description of our business and the terms of the notes, we encourage you to read this prospectus supplement and the accompanying prospectus as well as the documents incorporated by reference in these documents in their entirety.

        Unless we provide otherwise or the context otherwise requires, references in this prospectus supplement to "Blyth", the "Company", "we", "us" or "our" refer to Blyth, Inc. and its subsidiaries. On June 14, 2000, we changed our name from Blyth Industries, Inc. to Blyth, Inc.


Blyth, Inc.

        Blyth, Inc. is a home expressions company. We design, manufacture and market an extensive line of home fragrance products, such as scented candles and potpourri, as well as tabletop lighting and chafing fuel for the hotel, restaurant and catering trade. We also design and market a broad range of candle-related accessories, seasonal accents, home décor and household convenience products, and decorative paper gift bags. Our products are sold through multiple channels of distribution under numerous brand names, including PartyLite®, Colonial Candle of Cape Cod®, Kate's™, Carolina™, Florasense®, Ambria™, Seasons of Cannon Falls™, CBK®, Miles Kimball®, Exposures®, Jeanmarie Creations®, Impact Plastics™, Sterno® and FilterMate™ in North America and the PartyLite®, Colonial, Gies and Liljeholmens brands in Europe. For financial reporting purposes, we report our results in two business segments: the Candles & Home Fragrance segment, which includes candle-related accessories, and the Creative Expressions segment. Blyth's products are sold in North America, Europe and Australia.

        Our principal executive offices are located at One East Weaver Street, Greenwich, Connecticut 06831. Our telephone number is (203) 661-1926.

S-3


The Offering

Notes Offered:   $100,000,000 principal amount of 5.50% Senior Notes due 2013.
Maturity Date:   November 1, 2013.
Interest Payment Dates:   Each May 1 and November 1, commencing May 1, 2004.
Optional Redemption:   We may, at our option, redeem some or all of the notes at any time. If we redeem the notes before November 1, 2013, we must pay you whichever of the following two items is greater:
    •  100% of the principal amount of the notes to be redeemed; or
    •  a "make whole" amount, which will be calculated as described under the heading "Description of Notes;"
                                plus, in either case, accrued interest to the redemption date.
Ranking:   The notes:
    •  are unsecured;
    •  rank equally with all of our existing and future unsecured and unsubordinated debt;
    •  are senior to all of our existing and future subordinated debt; and
    •  are effectively junior to any secured debt and to all existing and future debt and other liabilities of our subsidiaries.
    As of July 31, 2003, our subsidiaries had outstanding $58,488,000 of debt for borrowed money.
Use of Proceeds   The net proceeds from the sale of the notes will be used for general corporate purposes, which may include repayment of certain short-term debt.
Certain Covenants:   We will issue the notes under an indenture that will, among other things, limit our ability and the ability of our principal subsidiaries to:
    •  incur indebtedness secured by liens; and
    •  engage in sale-leaseback transactions.
    In addition, the indenture will limit:
    •  the ability of us and our subsidiaries to merge or consolidate with another entity or sell substantially all of our assets; and
    •  the ability of certain of our subsidiaries to guarantee our debt.

S-4


SELECTED CONSOLIDATED FINANCIAL DATA

        Set forth below are selected summary consolidated financial and operating data of the Company for fiscal years 1999 through 2003 and for the six month periods ended July 31, 2002 and 2003.

        The data for fiscal years 1999 through 2003 have been derived from our audited financial statements for those years. Such information presented below should be read in conjunction with "Management's Discussion and Analysis of Financial Conditions and Results of Operations" and the Company's consolidated financial statements, including the notes thereto, appearing in Items 7 and 8 of the Company's Annual Report on Form 10-K for the year ended January 31, 2003, which we have incorporated into this prospectus supplement by reference.

        The data for the six month periods ended July 31, 2002 and 2003 have been derived from our unaudited condensed, consolidated financial statements for the six month periods ended July 31, 2002 and 2003. We believe that the unaudited condensed, consolidated financial statements from which we have derived this data include all adjustments necessary to present fairly in all material respects our results of operations and financial condition for the periods presented. Such information presented below should be read in conjunction with "Management's Discussion and Analysis of Financial Conditions and Results of Operations" and the Company's unaudited condensed, consolidated financial statements, including the notes thereto, appearing in Items 1 and 2 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2003, which we have incorporated into this prospectus supplement by reference. Results for the six months ended July 31, 2003 may not be indicative of the results for the year ending January 31, 2004.

 
   Year Ended January 31,
   Six Months Ended
July 31,
  
 
   1999
   2000
   2001
   2002
   2003
   2002
   2003
  
 
   (in thousands except per share and percent data)

  
Statement of Earnings Data1:                                            
Net sales4   $ 903,912   $ 1,135,875   $ 1,178,813   $ 1,178,771   $ 1,288,583   $ 545,917   $ 587,259  
Gross profit4     472,793     572,006     596,101     577,005     640,302     282,340     295,948  
Operating profit     128,237     164,001     145,244     120,490     155,517     64,565     54,977  
Interest expense     6,653     12,104     15,876     17,237     14,664     7,570     7,102  
Earnings before income taxes, minority interest and cumulative effect of accounting change2     122,890     150,390     130,690     108,289     142,557     57,500     48,958  
Earnings before minority interest and cumulative effect of accounting change     74,503     92,847     80,715     68,006     89,525     36,110     30,944  
Net earnings3     74,502     92,389     79,562     68,006     85,010     31,595     30,873  
Basic net earnings per common share before cumulative effect of accounting change   $ 1.52   $ 1.91   $ 1.69   $ 1.45   $ 1.94   $ 0.78   $ 0.67  
Cumulative effect of accounting change3     —     —     (0.02 )   —     (0.10 )   (0.10 )   —  
   
 
 
 
 
 
 
 
    $ 1.52   $ 1.91   $ 1.67   $ 1.45   $ 1.84   $ 0.68   $ 0.67  
   
 
 
 
 
 
 
 
Diluted net earnings per common share before cumulative effect of accounting change   $ 1.50   $ 1.89   $ 1.69   $ 1.44   $ 1.93   $ 0.78   $ 0.67  
Cumulative effect of accounting change     —     —     (0.02 )   —     (0.10 )   (0.10 )   —  
   
 
 
 
 
 
 
 
    $ 1.50   $ 1.89   $ 1.66   $ 1.44   $ 1.83   $ 0.68   $ 0.67  
   
 
 
 
 
 
 
 
Cash dividends paid, per share     —     —   $ 0.20   $ 0.20   $ 0.22   $ 0.11   $ 0.13  
Basic weighted average number of common shares outstanding     49,165     48,471     47,629     47,056     46,256     46,310     45,991  
Diluted weighted average number of common shares outstanding     49,604     48,818     47,902     47,205     46,515     46,591     46,174  
                                             

S-5

Operating Data:                                            
Gross profit margin     52.3 %   50.4 %   50.6 %   48.9 %   49.7 %   51.7 %   50.4 %
Operating profit margin     14.2 %   14.4 %   12.3 %   10.2 %   12.1 %   11.8 %   9.4 %
Capital expenditures   $ 42,611   $ 47,740   $ 25,322   $ 11,901   $ 15,174   $ 9,624   $ 11,115  
Depreciation and amortization     19,798     28,107     33,383     36,246     30,212     15,134     16,633  
Balance Sheet Data:                                            
Working capital   $ 143,160   $ 191,257   $ 224,413   $ 285,771   $ 318,814   $ 284,442   $ 297,350  
Total assets     579,029     714,536     770,974     804,781     886,658     844,397     997,049  
Total debt     127,040     196,222     199,968     191,701     176,493     222,791     244,016  
Total stockholders' equity     322,032     380,214     421,794     468,063     539,464     490,251     563,619  
1.
Statement of Earnings Data includes the results of operations for periods subsequent to the respective purchase acquisitions of the remaining 50% of Colony Gift Corporation Limited in May 1999, which was previously included as an equity investment, Midwest of Cannon Falls, Inc. acquired April 2001, CBK, Ltd., LLC acquired in May 2002, Miles Kimball Company acquired in April 2003, and Kaemingk B.V. acquired in June 2003, none of which had a material effect on the Company's results of operations in the period during which they occurred, or thereafter. As a result of the acquisitions of Liljeholmens Stearinfabriks AB ("Liljeholmens") Class A and Class B common stock in December 1998 and June 1999, balance sheet amounts beginning in January 1999 include the balances of Liljeholmens and results of operations include Liljeholmens beginning in February 1999.

2.
Fiscal 2001 pre-tax earnings include restructuring and impairment charges of approximately $7.7 million related to realignment of the Company's European operations and US consumer wholesale organization, decisions to exit certain product lines, and changes impacting its specialty retail business. Fiscal 2001 pre-tax earnings also include approximately $9.0 million of unusual charges to cost of sales for adjustments to carrying values of inventory connected with these initiatives, as well as $2.3 million of unexpected bad debt expenses associated with certain customer bankruptcy filings. Fiscal 2002 pre-tax earnings include restructuring and impairment charges of approximately $14.1 million related to closure of the Company's 62nd Street Chicago facility, other rationalization of the North American consumer wholesale business and certain changes in the European sector. Fiscal 2002 pre-tax earnings also include approximately $6.3 million and $5.0 million in unusual charges to cost of sales for inventory revaluations related to the U.S. mass market and other marketplace conditions impacting realizable value of obsolete inventory. Fiscal 2003 pre-tax earnings include an impairment charge of $2.6 million as a result of putting Wax Lyrical Limited, our United Kingdom-based specialty retail chain of candle stores, into receivership.

3.
The Company recorded a one-time cumulative effect of accounting change in January 2001 to reflect the adoption of Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements". The Company recorded a one-time cumulative effect of accounting change in February 2002 to reflect the adoption of Statement of Financial Accounting Standards 142, "Goodwill and Other Intangible Assets".

4.
The Company made reclassifications to previously reported net sales and gross profit information to reflect the adoption of Emerging Issues Task Force Issue No. 01-09.

S-6


RATIO OF EARNINGS TO FIXED CHARGES

        The following table shows the ratio of our earnings to fixed charges for the periods indicated.

 
   Year Ended January 31,
   Six Months Ended
July 31,
 
   1999
   2000
   2001
   2002
   2003
   2002
   2003
Ratio of Earnings to Fixed Charges   16.5x   12.1x   8.3x   6.6x   9.3x   7.6x   7.1x

        We have computed these ratios by dividing earnings available for fixed charges for each period by fixed charges for that period. For purposes of these computations, we calculated "earnings" by adding our pre-tax income and our fixed charges. We calculated "fixed charges" by adding the interest we pay on our indebtedness, the amount we amortize for debt financing costs and our estimate of the amount of the interest within our rental expense.


USE OF PROCEEDS

        We estimate that the net proceeds we will receive from the sale of the notes will be approximately $98,910,000 million after deducting underwriting discounts and commissions and our estimated offering expenses. We expect to use the net proceeds from the offering of the notes for general corporate purposes, which may include repayment of certain short-term debt.

S-7


CAPITALIZATION

        The following table sets forth our capitalization as of July 31, 2003, and as adjusted to give effect to the sale of the notes, but prior to applying the net proceeds for any specific purpose. We derived the actual data in this table from our unaudited consolidated financial statements for the quarter ended July 31, 2003, which we have incorporated into this prospectus supplement by reference to our Quarterly Report on Form 10-Q for the quarter ended July 31, 2003. You should read the financial data below in conjunction with these financial statements and the explanatory notes to these financial statements.

 
   July 31, 2003
 
   Actual
   As adjusted
 
   (in thousands)
Short-term debt:            
  Bank lines of credit   $ 28,971   $ 28,971
  Current maturities of long-term debt     4,592     4,592
    Total short-term debt   $ 33,563   $ 33,563

Long-term debt:
 
 
 
 
 
 
  Notes offered hereby     —     100,000
  Senior notes due June 30, 2005     7,143     7,143
  Senior notes due October 1, 2009     149,289     149,289
  Other long-term debt, excluding current portion     54,021     54,021
    Total long-term debt   $ 210,453   $ 310,453

Shareholders' equity
 
$
563,619
 
$
563,619
    Total capitalization(1)   $ 807,635   $ 907,635
(1)
Total capitalization equals total short-term debt plus total long-term debt plus shareholders' equity.

S-8


BLYTH

        Blyth, Inc. is a home expressions company. We design, manufacture and market an extensive line of home fragrance products, such as scented candles and potpourri, as well as tabletop lighting and chafing fuel for the hotel, restaurant and catering trade. We also design and market a broad range of candle-related accessories, seasonal accents, home décor and household convenience products, and decorative paper gift bags. Our products are sold through multiple channels of distribution under numerous brand names, including PartyLite®, Colonial Candle of Cape Cod®, Kate's™, Carolina™, Florasense®, Ambria™, Seasons of Cannon Falls™, CBK®, Miles Kimball®, Exposures®, Jeanmarie Creations®, Impact Plastics™, Sterno® and FilterMate™ in North America and the PartyLite®, Colonial, Gies and Liljeholmens brands in Europe.

        We manufacture virtually all of our candles in Company-owned or leased facilities in North America and Europe. Our candle accessories, other home fragrance products, home décor, seasonal decorations and household convenience products are sourced worldwide.

        We report our financial results in two segments: the Candles and Home Fragrance segment and the Creative Expressions segment. The Candles & Home Fragrance segment accounted for approximately 84% of consolidated net sales for the fiscal year ended January 31, 2003, and the Creative Expressions segment accounted for approximately 16% of consolidated net sales for the fiscal year ended January 31, 2003.

        Our net sales have grown significantly over the past 10 years, both internally and via acquisition. Internal growth has been generated by the increased sales of new and existing products across both segments of our business to consumers and retailers in North America and Europe. Geographic expansion has also contributed to internal growth. We have successfully integrated numerous acquisitions and investments into our operations since the Company's formation in 1977.

S-9


DESCRIPTION OF THE NOTES

        This section summarizes the particular terms of the notes offered hereby. Please refer to the information provided under the heading "The Debt Securities" in the attached prospectus for additional information regarding the notes, including information regarding additional covenants. If anything described in this section is inconsistent with the terms described under "The Debt Securities" in the attached prospectus, the terms described here prevail. As used in this section, the term "indenture" means, the Indenture dated as of May 20, 1999, as amended by the First Supplemental Indenture dated as of September 29, 1999 and the Second Supplemental Indenture to be dated as of October 23, 2003, each between Blyth, Inc. and Wachovia Bank, National Association (as successor to First Union National Bank), as trustee. For purposes of this description of the notes, references to "us," "we," and "our" refer only to Blyth, Inc. and do not include our subsidiaries.

General

        The notes will bear interest at the rate of 5.50% per year from October 23, 2003, payable semiannually in arrears on May 1 and November 1 of each year, commencing May 1, 2004. Interest will be payable to the persons in whose names the notes are registered at the close of business on the April 15 or October 15 immediately preceding the applicable interest payment date. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The notes will mature on November 1, 2013.

        The notes will be unsubordinated and unsecured obligations of ours ranking equal with all of our existing and future unsubordinated and unsecured obligations and senior to all of our existing and future subordinated debt. The notes are effectively junior to any secured debt and to all existing and future debt and other liabilities of our subsidiaries. As of July 31, 2003, our subsidiaries had outstanding $58,488,000 of debt for borrowed money.

        The provisions as described under the heading "Defeasance and Discharge" in the accompanying prospectus apply to the notes.

        The notes will be issued as global securities, and may be withdrawn from The Depositary Trust Company ("DTC"), as depositary, only in the limited situations described in the accompanying prospectus.

Optional Redemption

        We may, at our option, redeem some or all of the notes at any time. If we redeem the notes before November 1, 2013, we must pay you whichever of the following two items is greater:

If we redeem the notes, we must also pay all interest that has accrued to the redemption date on the redeemed notes. Unless we default in payment of the redemption price and accrued interest, the notes will cease accruing interest on the redemption date.

        The "make whole" amount will equal the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the Treasury Rate (as defined below) plus 20 basis points.

        "Remaining Scheduled Payments" means the remaining scheduled payments of the principal and interest that would be due after the redemption date of a note if such note were not redeemed. However, if the redemption date is not a scheduled interest payment date, the amount of the next succeeding scheduled interest payment on such note will be reduced by the amount of interest accrued on such note to such redemption date.

S-10


        "Treasury Rate" means an annual rate equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date. The semiannual equivalent yield to maturity will be computed as of the third business day immediately preceding the redemption date.

        "Comparable Treasury Issue" means the United States Treasury security selected by Banc of America Securities LLC ("Banc of America"), J.P. Morgan Securities Inc. ("JPMorgan"), Wachovia Capital Markets, LLC ("Wachovia Capital Markets"), UBS Securities LLC ("UBS") or Banc One Capital Markets, Inc. ("Banc One") or any of their respective affiliates as having a maturity comparable to the remaining term of the notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.

        "Comparable Treasury Price" means the average of three Reference Treasury Dealer Quotations (as defined below) obtained by the trustee for the redemption date.

        "Reference Treasury Dealers" means each of Banc of America, JPMorgan, Wachovia Capital Markets, UBS or Banc One (so long as it continues to be a primary U.S. Government securities dealer) and any two other primary U.S. Government securities dealers chosen by Blyth. If any of the foregoing ceases to be a primary U.S. Government securities dealer, Blyth will appoint in its place another nationally recognized investment banking firm that is a primary U.S. Government securities dealer.

        "Reference Treasury Dealer Quotation" means the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by a Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding the redemption date.

        We will give notice to DTC at least 30 days (but not more than 60 days) before we redeem the notes. If we redeem only some of the notes, DTC's practice is to choose by lot the amount to be redeemed from the notes held by each of its participating institutions. DTC will give notice to these participants, and these participants will give notice to any "Street Name" holders of any indirect interests in the notes according to arrangements among them; these notices may be subject to statutory or regulatory requirements. We will not be responsible for giving notice to anyone other than DTC.

        There is no sinking fund with respect to the notes.

Certain Covenants

        In addition to the covenants set forth in the indenture, which are described in the prospectus, the notes will be subject to the following additional covenants:

        In the Indenture, we also have agreed that we will not, and we will not permit any Principal Subsidiary to, issue, assume or guarantee any debt for money borrowed ("Debt") if such Debt is secured by any lien upon any Principal Property of ours or any Principal Subsidiary, or on any stock or indebtedness of any Principal Subsidiary without making effective provision to secure any outstanding notes equally and ratably with the other of our Indebtedness or any Principal Subsidiary thereby secured. Our obligation to secure any outstanding notes will not apply because we have secured any Debt with the following types of liens:

S-11

        We have agreed in the Indenture that we will not engage in any sale and lease-back transactions involving a Principal Property (other than temporary leases for a term, including renewals, of not more than three years and inter-company leases) unless the net proceeds of such sale and lease-back transactions are at least equal to the fair value of the Principal Property to be leased and:

S-12

The restrictions on sale and lease-back transactions do not apply to sale and lease-back arrangements existing on the date of the first issuance of the notes.

        "Funded Debt" means any indebtedness that by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than 12 months after the date of the creation of such indebtedness.

        "Principal Property" means any of our or our subsidiaries' real and tangible property, whether owned or leased, constituting a part of any manufacturing facility, distribution facility, warehouse or office, that has a book value on the date as of which the determination is being made of more than 2% of our consolidated net worth.

        "Principal Subsidiary" means any subsidiary that owns a Principal Property.

        We have agreed in the Indenture that we will not permit certain of our material subsidiaries to become obligated under any guaranty of our indebtedness, including our liabilities for borrowed money, our liabilities for the deferred purchase price of property, our liabilities in respect of capital leases, our liabilities in respect of letters of credit and our liabilities in respect of any swap obligations.

S-13


UNDERWRITING

        Under the terms and subject to the conditions in the underwriting agreement dated the date of this prospectus supplement, we have agreed to sell to each of the underwriters named below, severally, and each of the underwriters have severally agreed to purchase, the principal amount of the notes set forth opposite its name below:

Underwriter
   Principal
Amount of notes
Banc of America Securities LLC   $ 42,500,000
J.P. Morgan Securities Inc.   $ 42,500,000
Banc One Capital Markets, Inc.   $ 5,000,000
UBS Securities LLC   $ 5,000,000
Wachovia Capital Markets, LLC   $ 5,000,000
  Total   $ 100,000,000
   

        Under the terms and conditions of the underwriting agreement, if the underwriters take any of the notes, then the underwriters are obligated to take and pay for all of the notes.

        The notes are a new issue of securities with no established trading market and will not be listed on any national securities exchange. The underwriters have advised us that they intend to make a market for the notes, but they have no obligation to do so and may discontinue market-making at any time without providing any notice. No assurance can be given as to the development, maintenance or liquidity of any trading market for the notes.

        The underwriters initially propose to offer part of the notes directly to the public at the offering price described on the cover page and part to certain dealers at a price that represents a concession not in excess of 0.35% of the principal amount of the notes. Any underwriter may allow, and any such dealer may reallow, a concession not in excess of 0.25% of the principal amount of the notes to certain other dealers. After the initial offering of the notes, the underwriters may from time to time vary the offering price and other selling terms.

        We have also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments which the underwriters may be required to make in respect of any such liabilities.

        In connection with the offering of the notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the notes. Specifically, the underwriters may overallot in connection with the offering of the notes, creating a syndicate short position. In addition, the underwriters may bid for, and purchase, notes in the open market to cover syndicate short positions or to stabilize the price of the notes. Finally, the underwriting syndicate may reclaim selling concessions allowed for distributing the notes in the offering of the notes, if the syndicate repurchases previously distributed notes in syndicate-covering transactions, stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the notes above independent market levels. The underwriters are not required to engage in any of these activities, and may end any of them at any time.

        Expenses associated with this offering, to be paid by us, are estimated to be $275,000, exclusive of underwriting discounts and commissions.

        In the ordinary course of their respective business, certain of the underwriters and their affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with us and our affiliates.

S-14

        Under Rule 2710(c)(8) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD"), special considerations apply to a public offering of debt securities where more than 10% of the net proceeds thereof will be paid to members of the NASD that are participating in the offering, or persons affiliated or associated with such members. Bank of America, N.A., an affiliate of Banc of America Securities LLC, JPMorgan Chase Bank, an affiliate of J.P. Morgan Securities Inc., Wachovia Bank, National Association, an affiliate of Wachovia Capital Markets, LLC, and Bank One, NA, an affiliate of Banc One Capital Markets, Inc., have lent money to us under existing credit facilities. In the event that more than 10% of the proceeds of the offering will be used to repay such money lent by Bank of America, N.A., JPMorgan Chase Bank, Wachovia Bank, National Association and Bank One, NA, the offering will be conducted in conformity with Rule 2710(c)(8).

        Banc of America and JPMorgan will make the securities available for distribution on the Internet through a proprietary Web site and/or a third-party system operated by Market Axess Inc., an Internet-based communications technology provider. Market Axess Inc. is providing the system as a conduit for communications between Banc of America and JPMorgan and their customers and is not a party to any transactions. Market Axess Inc., a registered broker-dealer, will receive compensation from Banc of America and JPMorgan based on transactions Banc of America and JPMorgan conduct through the system. Banc of America and JPMorgan will make the securities available to their customers through the Internet distributions, whether made through a proprietary or third-party system, on the same terms as distributions made through other channels.


LEGAL MATTERS

        Finn Dixon & Herling LLP, Stamford, Connecticut, as our counsel, will issue an opinion as to the legality of the notes. As of the date hereof, certain attorneys who are partners of, or employed by, Finn Dixon & Herling LLP, and who have provided advice with respect to the offer and sale of the Debt Securities, beneficially own an aggregate of 10,975 shares of Common Stock. Gibson Dunn & Crutcher LLP, New York, New York, will pass upon certain matters with respect to the notes for the underwriters.


EXPERTS

        The audited consolidated financial statements and schedule of the Company and its subsidiaries incorporated in this prospectus supplement by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 2003, have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.


WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (which is referred to herein as the "SEC"). You may read and copy any of these documents at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the SEC's Internet website at http://www.sec.gov. The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents.

        The information incorporated by reference is considered to be part of this prospectus supplement, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of the Debt Securities:

S-15


        You may receive a copy of any of these filings, at no cost, by writing or calling Blyth, Inc., Investor Relations, One East Weaver Street, Greenwich, Connecticut, 06831-5118, telephone number (203) 661-1926.

        We have filed with the SEC a registration statement to register the Debt Securities under the Securities Act of 1933. This prospectus supplement is part of that registration statement, but omits certain information contained in the registration statement as permitted by SEC rules. You may obtain copies of the registration statement, including exhibits, as noted in the first paragraph above.

S-16

BLYTH
Industries, Inc.

$250,000,000
DEBT SECURITIES

        This Prospectus describes Debt Securities which Blyth Industries, Inc. (which may be referred to in this Prospectus as "Blyth", the "Company", "we", "us" or "our") may issue and sell at various times. More detailed information is provided under the heading "The Debt Securities."

        Our principal offices are located at 100 Field Point Road, Greenwich, Connecticut, 06830-6442, and our telephone number is (203) 661-1926.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is May 14, 1999.



WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (which is referred to herein as the "SEC"). You may read and copy any of these documents at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at the SEC's Internet website at http://www.sec.gov. The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents.

        The information incorporated by reference is considered to be part of this Prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the document listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of the Debt Securities:

        You may receive a copy of any of these filings, at no cost, by writing or calling Blyth Industries, Inc., Investor Relations, 100 Field Point Road, Greenwich, Connecticut, 06830-6442, telephone number (203) 661-1926.

        We have filed with the SEC a Registration Statement to register the Debt Securities under the Securities Act of 1933. This Prospectus is part of that Registration Statement, but omits certain information contained in the Registration Statement as permitted by SEC rules. You may obtain copies of the Registration Statement, including exhibits, as noted in the first paragraph above.


FORWARD-LOOKING STATEMENTS

        Certain statements under the heading "Summary Information About Blyth" in this Prospectus, as well as certain information incorporated by reference as described under the heading "Where You Can Find More Information," constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995.

        Forward-looking statements give our current expectations or forecasts of future events. You can usually identify these statements by the fact that they do not relate strictly to historical or current facts. They often use words such as "anticipate", "estimate", "expect", "project", "intend", "plan", "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results.

        Any or all of our forward-looking statements in this Prospectus and information incorporated by reference may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in this discussion—for example, product competition and the competitive environment—will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially.

        The following are some of the factors that we think could cause our actual results to differ materially from expected and historical results:

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        Other factors besides those listed here could also adversely affect the Company.


SUMMARY INFORMATION ABOUT BLYTH

        We operate in the home fragrance products market. We are a leader in design, manufacture, marketing and distribution of an extensive line of home fragrance products, including scented candles, outdoor citronella candles, potpourri and environmental fragrance products. Closely complementing these products are a broad range of candle accessories and decorative gift bags and tags. We have operations inside and outside the United States and sell our products worldwide. These products are sold under various brand names through a wide variety of distribution channels. We are also a producer of portable heating fuel and other institutional products sold, under various brand names, both domestically and internationally through independent sales representatives and distributors. Our principal offices are located at 100 Field Point Road, Greenwich, Connecticut, 06830-6442 and our telephone number is (203) 661-1926. A more detailed description of our business is contained in our Annual Report on Form 10-K for the year ended January 31, 1999, which we have incorporated in this Prospectus by reference.


USE OF PROCEEDS

        Unless we indicate otherwise in a Prospectus Supplement which accompanies this Prospectus, we intend to use the proceeds of the Debt Securities for general corporate purposes. We have not allocated a specific portion of the net proceeds of the sale of the Debt Securities for any particular use at this time. Before we use the proceeds for any specific purpose, we may invest them in short-term investments.


RATIO OF EARNINGS TO FIXED CHARGES

        The following table shows the ratio of our earnings to fixed charges for the periods indicated.

 
   Year Ended January 31,
 
   1995
   1996
   1997
   1998
   1999
Ratio of Earnings to Fixed Charges   16.1x   14.1x   17.6x   16.5x   15.9x

        We have computed these ratios by dividing earnings available for fixed charges for each period by fixed charges for that period. For purposes of these computations, we calculated "earnings" by adding our pre-tax income and our fixed charges. We calculated "fixed charges" by adding the interest we pay on our indebtedness, the amount we amortize for debt financing costs and our estimate of the amount of the interest within our rental expense.


THE DEBT SECURITIES

        The following description is a summary of certain of the material provisions of the Indenture (as defined below) and the Debt Securities. This description does not restate the Indenture or the terms of the Debt Securities in their entirety. We urge you to read the Indenture because it, and not this description, will define your rights as a holder of the Debt Securities. The form of the Indenture is filed as an exhibit to the Registration Statement of which this Prospectus is a part.

        The following description relates generally to every series of Debt Securities. The particular terms of any series of Debt Securities will be described in the applicable Prospectus Supplement. If so indicated in the applicable Prospectus Supplement, the terms of any such series may differ from the terms set forth below.

General

        Any series of Debt Securities will be issued under an Indenture (the "Indenture"), dated as of May 20, 1999, between Blyth and First Union National Bank, as trustee (the "Trustee").

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        The Indenture does not limit the aggregate principal amount of all Debt Securities or of any particular series of Debt Securities that may be issued thereunder. The Indenture provides that Debt Securities may be issued from time to time in one or more series, in each case with the same or various maturities, at par or at a discount. The Indenture does not limit the amount of other debt that we may issue and does not contain financial or similar restrictive covenants. The Debt Securities will be direct, unsecured obligations of Blyth.

        We expect from time to time to incur additional indebtedness. The Indenture does not prohibit or limit the incurrence of additional indebtedness.

        The Indenture does not contain any provision intended to provide protection to holders of Debt Securities against a sudden or dramatic decline in our credit quality that could, for example, result from a takeover, recapitalization, special dividend or other restructuring.

        We are a holding company and we conduct our operations through our subsidiaries. Our only material assets are the stock of these subsidiaries. Our cash flow, and consequently our ability to service our debts generally, and the Debt Securities specifically, depend upon the operating earnings of these subsidiaries and their payment of funds to us whether by dividends, loans of otherwise. There can be no assurance that these payments will provide us with sufficient funds to pay principal, premium, if any, and interest on the Debt Securities.

        The applicable Prospectus Supplement will describe the following terms of the series of Debt Securities in respect of which this Prospectus is being delivered:

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Payment

        Unless otherwise indicated in the applicable Prospectus Supplement, principal of, and any premium and interest, if any, on Debt Securities will be payable, and Debt Securities may be presented for registration of transfer, at our agency or office maintained for such purpose in the Borough of Manhattan, The City of New York. Interest may be paid at our option by check mailed to the address of the holder entitled thereto as it appears on the applicable security register. A holder of $10.0 million or more in aggregate principal amount of Debt Securities of any series will be entitled to receive interest payments by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Trustee not later than ten business days prior to the applicable interest payment date.

Form, Registration and Transfer

        The Indenture provides that Debt Securities may be issued in fully registered form or as bearer securities with coupons attached. Unless otherwise indicated in the applicable Prospectus Supplement, Debt Securities will be issued only in fully registered form, without coupons, in denominations of $1,000 and any integral multiple thereof. The Indenture provides that Debt Securities of any series may be issuable in permanent global form. See "Global Securities". No service charge will be made for any registration of transfer or exchange of the Debt Securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

        The Debt Securities may be issued as Original Issue Discount Securities (as defined below) to be offered and sold at a substantial discount below their stated principal amount. Federal income tax consequences and other special considerations applicable to any such Original Issue Discount Securities will be described in the applicable Prospectus Supplement. "Original Issue Discount Security" means any Debt Security that provides for an amount less than the principal amount thereof to be due and payable upon the declaration of acceleration of the maturity thereof in accordance with the terms of the Indenture.

        The applicable Prospectus Supplement relating to any series of Debt Securities that are Original Issue Discount Securities will describe the particular provisions relating to acceleration of the maturity of a portion of the principal amount of such series of Original Issue Discount Securities upon the occurrence of an Event of Default.

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Covenants

        In the Indenture, we have agreed:

(1)
to duly and punctually pay the principal of and any premium and interest on the Debt Securities of each series;

(2)
to maintain an office where Debt Securities may be presented for payment, for registration of transfer and for exchange, and where notices and demands may be served;

(3)
to preserve our corporate existence, rights and franchises, unless, in our good faith judgment, the failure to keep in full force and effect such corporate existence, rights or franchises could not, individually or in the aggregate, reasonably be expected to have a material adverse effect;

(4)
to pay all taxes, assessments, governmental charges or levies imposed on us or any of our properties, assets, income or franchises that have or might become a Lien on our properties or assets if unpaid, other than taxes, assessments, governmental charges or levies being contested in good faith and in appropriate proceedings for which we have established adequate reserves or which, if unpaid, would not reasonably be expected to have a material adverse effect;

(5)
to maintain and keep our property in good repair, working order and condition, unless we have concluded that discontinuing such maintenance would not reasonably be expected to have a material adverse effect; and

(6)
to maintain proper books of records and accounts in accordance with normal business practice.

Consolidation, Merger and Sale Of Assets

        The Indenture provides that neither we nor any of our subsidiaries may consolidate with or merge into any other person or convey, transfer or lease its respective properties and assets (determined on a consolidated basis) substantially as an entirety to any person unless:

(1)
(i) we or one of our subsidiaries is the surviving corporation or (ii) the person formed by such consolidation or into which we or one of our subsidiaries is merged or the person which acquires our properties and assets is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and such person expressly assumes, by a supplemental indenture, the payment of the principal of and any premium and interest on the Debt Securities and the performance of our other covenants under the Indenture;

(2)
immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and

(3)
we deliver to the Trustee officers' certificates and opinions of counsel.

Events of Default

        An "Event of Default" is defined in the Indenture, with respect to Debt Securities of any series issued thereunder, as:

(1)
we default in the payment of any installment of interest upon any of the Debt Securities of that series when due, and continuance of that default for a period of 30 business days;

(2)
we default in the payment of principal of or any premium on any Debt Security of that series when due at maturity, upon redemption, by declaration or otherwise;

(3)
we default in the payment of any sinking fund installment or analogous obligation when due in respect of Debt Securities of that series;

(4)
we or any of our subsidiaries default (i) in the payment of any principal of or premium or interest on any other indebtedness, or the obligation to repurchase or acquire any other indebtedness, that is outstanding in an aggregate principal amount of at least $5.0 million beyond any period of grace provided with respect thereto or (ii) in the performance of or compliance with any term of any

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(5)
a final judgment or order for the payment of money in excess of $5.0 million shall be entered against us or any of our subsidiaries and such judgment or order is not discharged or stayed within 60 days after entry of such judgment or order;

(6)
we fail to observe or perform any other of our covenants or agreements in the Debt Securities of that series or the Indenture and continuance of such failure for a period of 30 days after the date on which written notice of such failure has been given by the Trustee or the holders of at least 25% of the aggregate principal amount of the outstanding Debt Securities of that series;

(7)
certain events relating to our employee benefit plans which could reasonably be expected to have a material adverse effect shall have occurred;

(8)
certain events of bankruptcy, insolvency or reorganization of Blyth or any of our subsidiaries shall have occurred.

        The Indenture provides that the $5.0 million amounts referred to in clauses (4) and (5) above will increase, if the analogous provisions in our existing Credit Facility, any subsequent or replacement committed credit facility and the 7.54% Senior Notes are amended to increase the dollar amounts referred to therein, to the lesser of the revised amounts (but in no event more than $20,000,000) stated in our existing Credit Facility, any subsequent or replacement committed credit facility and the 7.54% Senior Notes as so amended.

        The Indenture provides that, if any Event of Default with respect to Debt Securities of any series at the time outstanding thereunder occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Debt Securities of that series may declare the principal amount (or, if the Debt Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all Debt Securities of that series to be due and payable immediately. Upon certain conditions, such declaration may be annulled and past defaults (except a default in payment of principal of or any premium or interest on the Debt Securities of that series) may be waived by the holders of a majority in principal amount of the outstanding Debt Securities of that series on behalf of the holders of all Debt Securities of that series. In the event of the bankruptcy, insolvency or reorganization of Blyth or any of our subsidiaries, the claims of holders of the Debt Securities would be subject to the broad equity power of a United States Bankruptcy Court and to the determination by that court of the nature of the rights of such holders.

        The Indenture contains a provision entitling the Trustee, subject to the duty of the Trustee upon the occurrence and continuation of an Event of Default to act with the required standard of care, to be indemnified by the holders of any series of outstanding Debt Securities thereunder before proceeding to exercise any right or power under the Indenture at the request of the holders of such series of Debt Securities. The Indenture provides that the holders of a majority in aggregate principal amount of outstanding Debt Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or other power conferred on the Trustee, with respect to the Debt Securities of that series. The Trustee may decline to act if such direction is contrary to law or the Indenture or would involve the Trustee in personal liability.

        We will file annually with the Trustee a certificate as to compliance with all conditions and covenants in the Indenture.

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Defeasance and Discharge

        The terms of any series of Debt Securities may provide that we may terminate certain of our obligations under the Indenture with respect such series of Debt Securities by:

(1)
depositing irrevocably with the Trustee for such series as trust funds, in trust,

(a)
in the case of Debt Securities denominated in a foreign currency, money in such foreign currency or Foreign Government Obligations of the foreign government or governments issuing such foreign currency,

(b)
in the case of Debt Securities denominated in U.S. dollars, U.S. dollars or U.S. Government Obligations, or

(c)
a combination of money and U.S. Government Obligations or Foreign Government Obligations, as applicable, in each case in an amount that through the payment of principal, premium, if any, or interest in respect thereof in accordance with their terms will provide without reinvestment, not later than one business day before the due date of any payment, sufficient money to pay the principal of, premium, if any, and interest on the Debt Securities of such series as they are due; and

(2)
no Event of Default or event that, with notice or lapse of time or both would become an Event of Default with respect to the Debt Securities of that series shall have occurred and be continuing;

(3)
we have paid all other amounts payable with respect to the Debt Securities of that series;

(4)
such deposit will not result in a breach or violation of the Indenture or any other agreement or instrument to which we are a party; and

(5)
we shall have delivered an opinion of independent counsel that the holders of the Debt Securities of that series will have no federal income tax consequences as a result of such deposit and termination.

        Such termination will not relieve us of our obligation to pay when due the principal of, any premium and interest on the Debt Securities of such series if the Debt Securities of such series are not paid from the money, Foreign Government Obligations or U.S. Government Obligations held by the Trustee.

        "U.S. Government Obligations" means securities that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged or obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, that, in either case, are not callable or redeemable at the option of the issuer thereof. "Foreign Government Obligations" means securities denominated in a foreign currency that are direct obligations of a foreign government for the payment of which its full faith and credit is pledged or obligations of a person controlled or supervised by and acting as an agency or instrumentality of a foreign government the payment of which is unconditionally guaranteed as a full faith and credit obligation by such foreign government, that, in either case, are not callable or redeemable at the option of the issuer thereof.

        The applicable Prospectus Supplement will state whether any defeasance provisions of the Indenture will apply to the Debt Securities offered thereby.

Modification and waiver

        Certain modifications and amendments of the Indenture may be made by Blyth and the Trustee only with the consent of the holders of not less than a majority in aggregate principal amount of the

8


outstanding Debt Securities of each series issued under such Indenture and affected by the modification or amendment. No such modification or amendment, without the consent of the holder of each outstanding Debt Security issued under such Indenture and affected thereby, may:

(1)
change the stated maturity of the principal of, or any premium or any installment interest on, any such Debt Security;

(2)
reduce the principal amount of any such Debt Security or any premium or interest on any such Debt Security;

(3)
reduce the amount of principal payable upon acceleration of the maturity of any Original Issue Discount Security;

(4)
change the place of payment where, or the coin or currency in which, any principal of, or any premium or interest on, any such Debt Security is payable;

(5)
impair the right to institute suit for the enforcement of any such payment on or after its stated maturity;

(6)
reduce the percentage in principal amount of outstanding Debt Securities of any series the consent of the holders of which is necessary to modify or amend the Indenture or waive any default or Event of Default thereunder; or

(7)
modify the foregoing requirements or reduce the percentage of aggregate principal amount of outstanding Debt Securities of any series required to be held by holders seeking to waive compliance with certain provisions of the Indenture or seeking to waive certain defaults.

        The holders of not less than a majority in aggregate principal amount of the outstanding Debt Securities of any series, on behalf of the holders of all Debt Securities of that series, may waive, insofar as that series is concerned, our compliance with certain provisions of the Indenture. The holders of not less than a majority in aggregate principal amount of the outstanding Debt Securities of any series may on behalf of the holders of all Debt Securities of that series waive any past default under the Indenture with respect to that series, except a default in the payment of the principal of, or any premium or interest on, any Debt Security of that series or in respect of a covenant or provision that under the Indenture cannot be modified or amended without the consent of the holder of each outstanding Debt Security issued thereunder of the series affected.

        Other modifications and amendments of the Indenture may be made by Blyth and the Trustee without the consent of holders of the outstanding Debt Securities.

        The Indenture provides that in determining whether the holders of the requisite principal amount of the outstanding Debt Securities issued under such Indenture have given any request, demand, authorization, direction, notice, consent or waiver thereunder or are present at a meeting of holders of Debt Securities for quorum purposes:

(1)
the principal amount of an Original Issue Discount Security that will be deemed to be outstanding will be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof, and

(2)
the principal amount of a Debt Security denominated in a foreign currency or currency unit will be the U.S. dollar equivalent, determined on the date of original issuance of such Debt Security, of the principal amount of such Debt Security or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent, determined on the date of original issuance of such Debt Security, of the amount determined as provided in (1) above.

9

Title

        Blyth, the Trustee and any agent of Blyth or the Trustee may treat the registered owner of any Debt Security as the absolute owner thereof, whether or not such Debt Security is overdue and notwithstanding any notice to the contrary, for the purpose of making payment and for all other purposes.

Replacement of Debt Securities

        Any mutilated Debt Security will be replaced by us at the expense of the holder upon surrender of such Debt Security to the Trustee. Debt Securities that are destroyed, lost or stolen will be replaced by us at the expense of the holder upon delivery to the Trustee of satisfactory evidence of the destruction, loss or theft thereof. In the case of a destroyed, lost or stolen Debt Security, an indemnity satisfactory to the Trustee and us may be required at the expense of the holder of such Debt Security before issuance of a replacement Debt Security.

Governing Law

        The Indenture and the Debt Securities will be governed by, and construed in accordance with, the laws of the State of New York.

Concerning The Trustee

        Any Trustee may resign or be removed with respect to one or more series of Debt Securities and a successor Trustee may be appointed to act with respect to such series. If two or more persons are acting as Trustee with respect to different series of Debt Securities, each such Trustee will be a Trustee of a trust under the Indenture separate and apart from the trust administered by any other such Trustee. Any action described herein to be taken by the Trustee in that circumstance may be taken by each such Trustee with respect to, and only with respect to, the one or more series of Debt Securities for which it is Trustee.


BOOK-ENTRY DEBT SECURITIES

        The Prospectus Supplement will indicate whether we are issuing the related Debt Securities as book-entry securities. Book-entry securities of a series will be issued in the form of one or more global notes that will be deposited with The Depository Trust Company, New York, New York, and will evidence all of the Debt Securities of that series. DTC was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to DTC's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC. No fees or costs of DTC will be charged to you.

        If we issue the Debt Securities as book-entry securities, we will not issue certificates to each holder. We will issue one or more global securities to DTC (or its nominee), which will keep a computerized record of its participants (for example, your broker) whose clients have purchased the Debt Securities. The participant will then keep a record of its clients who own the Debt Securities. Unless it is exchanged in whole or in part for a security evidenced by individual certificates, a global security may not be transferred, except that DTC, its nominees and their successors may transfer a global security as a whole to one another. Beneficial interests in global securities will be shown on, and transfers of beneficial interests in global notes will be made only through, records maintained by DTC

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and its participants. Each person owning a beneficial interest in a global security must rely on the procedures of DTC and, if the person is not a participant, on the procedures of the participant through which the person owns its interest to exercise any rights of a holder of Debt Securities under the Indenture.

        The laws of some jurisdictions require that certain purchasers of securities such as Debt Securities take physical delivery of the securities in definitive form. These limits and laws may impair your ability to acquire or transfer beneficial interests in the global security.

        We will make payments on each series of book-entry Debt Securities to DTC or its nominee, as the sole registered owner and holder of the global security. Neither Blyth nor the Trustee nor any of their agents will be responsible or liable for any aspect of DTC's records relating to or payments made on account of beneficial ownership interests in a global security or for maintaining, supervising or reviewing any of DTC's records relating to the beneficial ownership interests.

        DTC has informed us that, when it receives any payment on a global security, it will immediately, on its book-entry registration and transfer system, credit the accounts of participants with payments in amounts proportionate to their beneficial interests in the global security as shown on DTC's records. Payments by participants to you, as an owner of a beneficial interest in the global security, will be governed by standing instructions and customary practices (as is now the case with securities held for customer accounts registered in "street name") and will be the sole responsibility of the participants.

        DTC has informed us that it is owned by a number of its participants and by the New York Stock Exchange, the American Stock Exchange, and the National Association of Securities Dealers, Inc. DTC has further informed us that it is:

        We will provide certificated notes in definitive form in exchange for a global note only if:

        If we issue Debt Securities in definitive form in exchange for a global security, an owner of a beneficial interest in the global security will be entitled to have Debt Securities equal in principal amount to the beneficial interest registered in its name and will be entitled to physical delivery of its Debt Securities in definitive form.


DISTRIBUTION OF THE DEBT SECURITIES

General

        We may sell Debt Securities to or through underwriters, to be designated from time to time, and we also may sell Debt Securities directly to other purchasers or through agents or broker-dealers, including broker-dealers as principals.

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        The distribution of the Debt Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

        The Debt Securities will be new issues of securities with no established trading market. We have not established whether the underwriters, if any, of the Debt Securities will make a market in the Debt Securities. If any such underwriters make a market in the Debt Securities, their market making may be discontinued at any time without notice. We cannot give any assurance as to the liquidity of any trading market for the Debt Securities.

        In connection with the sale of Debt Securities, we, or purchasers of Debt Securities for whom underwriters act as agents, may pay compensation to underwriters, dealers and agents in the form of discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of Debt Securities may be deemed to be underwriters, and any discounts or commissions received by them and any profit on the resale of Debt Securities by them may be deemed to be underwriting discounts and commissions, under the Securities Act. Any such underwriter or agent will be identified, and any such compensation received from us will be described, in the applicable Prospectus Supplement.

        Underwriters, dealers and agents who participate in the distribution of Debt Securities may enter into agreements with us which entitle them to be indemnified by us against certain civil liabilities, including liabilities under the Securities Act, or to receive contributions from us with respect to payments that the underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers or agents may engage in transactions with or perform services for Blyth in the ordinary course of business.

        Each underwriter, dealer and agent participating in the distribution of any Debt Securities that are issuable as bearer securities will agree that it will not offer, sell or deliver, directly or indirectly, bearer securities in the United States or to United States persons (other than qualifying financial institutions) in connection with the original issuance of such Debt Securities.

Delayed Delivery Arrangements

        If indicated in the applicable Prospectus Supplement, we will authorize dealers or other persons acting as our agents to solicit offers by certain institutions to purchase Debt Securities from us pursuant to contracts providing for payment and delivery on a future date. Such contracts may be made with institutions including commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us. Any purchaser's obligations under any such contract will be unconditional except that the purchase of the Debt Securities will not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The dealers and such other persons will not have any responsibility relating to the validity or performance of such contracts.


LEGAL COUNSEL

        Finn Dixon & Herling LLP, Stamford, Connecticut, as our counsel, has issued an opinion as to the legality of the Debt Securities. As of the date hereof, certain attorneys who are partners of, or employed by, Finn Dixon & Herling LLP, and who have provided advice with respect to the offer and sale of the Debt Securities, beneficially own an aggregate of 15,150 shares of Common Stock.


EXPERTS

        The audited consolidated financial statements and schedule of the Company and its subsidiaries as of January 31, 1999 and 1998 and for each of the two fiscal years ended January 31, 1999 incorporated

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in this Prospectus by reference to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1999, have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in accounting and auditing.

        The audited consolidated financial statements and schedule of the Company and its subsidiaries for the fiscal year ended January 31, 1997, incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1999 into this Prospectus and elsewhere into the Registration Statement of which this Prospectus forms a part, have been incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent certified public accountants, and upon the authority of that firm as experts in accounting and auditing.

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BLYTH, INC.



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TABLE OF CONTENTS
SUMMARY
Blyth, Inc.
The Offering
SELECTED CONSOLIDATED FINANCIAL DATA
RATIO OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
CAPITALIZATION
BLYTH
DESCRIPTION OF THE NOTES
UNDERWRITING
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
WHERE YOU CAN FIND MORE INFORMATION
FORWARD-LOOKING STATEMENTS
SUMMARY INFORMATION ABOUT BLYTH
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
THE DEBT SECURITIES
BOOK-ENTRY DEBT SECURITIES
DISTRIBUTION OF THE DEBT SECURITIES
LEGAL COUNSEL
EXPERTS