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$74	Preview Subscribers	2006	Annual Report to Shareholders Annual Report to Shareholders (234K) Doc #2521031: Click preview link for longer preview. Legg Mason Investors Trust, Inc. Investment Commentary and Annual Report to Shareholders March 31, 2006 American Leading Companies Trust Balanced Trust Financial Services Fund U.S. Small-Capitalization Value Trust LEGG MASON FUNDS Personalized Guidance. Intelligent Choices.SM Contents Commentary Investment Commentary ii Glossary of Index Definitions xvi Annual Report to Shareholders Presidents Letter 1 American Leading Companies Trust Managements Discussion of Fund Performance 2 Expense Example 5 Performance Information 6 Financial Statements 11 Balanced Trust Managements Discussion of Fund Performance 22 Expense Example 25 Performance Information 26 Financial Statements 32 Financial Services Fund Managements Discussion of Fund Performance 46 Expense Example 48 Performance Information 49 Financial Statements 54 U.S. Small-Capitalization Value Trust Managements Discussion of Fund Performance 62 Expense Example 64 Performance Information 65 Financial Statements 70 Notes to Financial Statements 87 Report of Independent Registered Public Accounting Firm 98 Change in Independent Registered Public Accounting Firm 99 Directors and Officers 100 Board Consideration of Legg Mason American Leading Companies Trusts Investment Advisory and Management Agreement 104 Board Consideration of Legg Mason Balanced Trusts Investment Advisory and Management Agreement and Sub-Advisory Agreement 106 Board Consideration of Legg Mason Financial Services Funds Investment Advisory and Management Agreement and Sub-Advisory Agreement 108 Board Consideration of Legg Mason U.S. Small- Capitalization Value Trusts Investment Advisory and Management Agreement and Sub-Advisory Agreement 110 Glossary of Index Definitions 112 ii Investment Commentary American Leading Companies Trust Market Commentary The U.S. equity market posted strong results in the first quarter of 2006 by any measure. The S&P 500 Indexs total return of 4.2% was its best first quarter showing since 1999, while the Nasdaq had its best March quarter since 2000, and the Dow Industrials its best since 2002. Total Returns Periods Ending March 31, 2006 3 Months 1 Year S&P 500 Stock Composite IndexA +4.21 % +11.73 % Dow Jones Industrial AverageA +4.24 % +8.26 % S&P 400 Mid-Cap IndexA +7.63 % +21.62 % Russell 2000 IndexA +13.94 % +25.93 % Nasdaq Composite IndexA +6.37 % +18.02 % The stars of the show in the March quarter continued to be the small- and mid-cap stocks. As shown in the above table, the S&P Mid-Cap Index was up 7.63% and the Russell 2000 Index gained a mind-blowing 13.94%. Is this surge a last hurrah for small-cap relative performance, or powerful evidence that the trend has further to run? We obviously cant say for sure, but from our perspective, the valuation case for large-cap is becoming more compelling, while the valuation underpinnings are weakening in the small-cap sector. As a consequence, we believe the risk in small-caps is rising relative to large-caps. Well get to the valuation case for large versus small stocks in a minute, but first we should note that the recent strength in small-caps may well have very little to do with relative valuation. We may instead be seeing evidence of piling on, or piling in, by the hedge funds. Many, if not most, hedge funds are trend followers. They go where the action is. Lately, the action has clearly been in small-caps. According to Albert Richards, Citigroups U.S. small-and mid-cap strategist, a representative sample of hedge funds have 59% of their assets in companies with market floats (shares outstanding less insider holdings) less than $10 billion, compared to the 28% that those companies represent of the Russell 3000 Index. Recently, there is anecdotal evidence that investors have also been buying small-cap exchange traded funds (ETF) as a means of gaining exposure to the small-cap sector without having to choose individual stocks. The ETFs must then use their cash inflows to buy the underlying shares of the companies in their benchmark, thus adding democratically (or indiscriminately, depending how you look at it) to overall small-cap stock demand. On a valuation basis, stocks in the Russell 2000 Index trade at 44 times 2005s earnings, compared with 18 times for the S&P 500. Within the S&P 500 itself, the bottom decile of companies (the smallest 50 by market value) trades at 20.1 times estimated 2006 earnings, while the top decile trades at a cap-weighted average of 14.4 times earnings as of the end of March. A See Glossary of Index Definitions on page xvi. It is not possible to invest in an index. The Investment Commentary is not a part of the Annual Report to Shareholders. Investment Commentary iii Is the P/E multiple premium currently accorded to small-cap stocks justified? Small-cap advocates think so. They argue that the largest companies in the S&P 500 are too big to grow very fast, while small-caps as a group have the opportunity to post superior growth rates for many years to come. Maybe so, but we remember when people made the exact opposite argument in 2000. Then, the conventional wisdom was that mega-caps should trade at a premium to the market because their results were more predictable and they were the primary beneficiaries of globalization. The small-caps, while admittedly cheap, were thought to warrant a discount valuation due to their greater business risk and illiquidity. The truth is that investors views on the relative merits of small versus large-caps fluctuate over time. Since 1960, large- and small-cap stocks have traded at roughly the same average P/E multiples, with large-caps greater stability being valued about equally with small-caps probable superiority in terms of growth prospects. In our experience, investors enthusiasm for either group is heavily influenced by recent relative performance trends. Investors tend to gravitate toward groups or sectors that have been doing well, and avoid sectors that have not. Small-caps are popular now principally, in our view, because they have been going up sharply. Large-capsand especially mega-capsare unpopular because they have been performance dogs in recent years. The worm will turn, as it always does. The only question is when. The Investment Commentary is not a part of the Annual Report to Shareholders. iv Investment Commentary Investment Results Total returns for the American Leading Companies Trust (Fund) for various periods ended March 31, 2006, are presented below, along with those of some comparative indices: First Quarter 2006 One Year Average Annual Total Returns Through March 31, 2006 Three Years Five Years Ten Years Since InceptionB American Leading Companies Primary Class +1.74 % +12.54 % +19.16 % +6.12 % +9.55 % +9.46 % Institutional Class +2.01 % +13.63 % +20.35 % N/A N/A +6.54 % S&P 500 Stock Composite Index +4.21 % +11.73 % +17.22 % +3.97 % +8.95 % +10.51 % Dow Jones Industrial Average +4.24 % +8.26 % +14.13 % +4.60 % +9.19 % +11.53 % Lipper Large-Cap Core FundsA +3.94 % +11.63 % +15.46 % +2.57 % +7.31 % +9.02 % Lipper Large-Cap Value FundsA +4.55 % +11.40 % +18.82 % +5.11 % +8.55 % +10.09 % The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information for the Primary Class please visit www.leggmasonfunds.com; for the Institutional Class please call 1-888-425-6432. The investment return and principal value of the Fund will fluctuate so that an investors shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods. Performance figures for periods longer than one year represent average annual returns. American Leading Companies Trust had a subpar March quarter, trailing all its principal benchmarks and peer fund averages. Returns on a one, three, five-year and ten-year basis are more encouraging. American Leading Companies performance is ahead of all relevant benchmarks and peer averages over those time periods. For the twelve months ended March 31, 2006, the leading percentage gainers in the portfolio among stocks owned for the entire period were: Phelps Dodge Corporation, Transocean Inc., Health Net Inc., Baker Hughes Incorporated, Hewlett-Packard Company, Merrill Lynch & Co., Inc., Nokia OyjADR, Anadarko Petroleum Corporation, Devon Energy Corporation and Texas Instruments Incorporated. Laggards included: Tyco International Ltd., Sara Lee B The inception date of the Primary Class is September 1, 1993. The inception date of the Institutional Class is June 14, 2001. Index returns are for periods beginning August 31, 1993. The Investment Commentary is not a part of the Annual Report to Shareholders. Investment Commentary v Corporation, Intel Corporation, Kimberly-Clark Corporation, Johnson & Johnson, IBM Corporation, Liberty Media Corporation, Wal-Mart Stores, Inc., Pfizer Inc. and Time Warner Inc. On a performance contribution basis, which takes into account both price change and portfolio weighting, the leading positive contributors for the fiscal year were: Health Net Inc., Phelps Dodge Corporation, UnitedHealth Group Incorporated, Sprint Nextel Corporation and J.P. Morgan Chase & Co. The largest detractors from performance were: Tyco International Ltd., Liberty Media CorporationSeries A, Intel Corporation, IBM Corporation and Bristol-Myers Squibb Company. The two sectors which contributed most positively to the Funds relative performance for the fiscal year were commodity stocks and managed-care companies. For the latest twelve months, we would describe portfolio activity as moderate, with turnover averaging about 20%. A complete listing of new purchases and liquidations is presented elsewhere in this report. In broad terms, during the year, we expanded the number of holdings in the portfolio by about 16%, from 57 to 66. The biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation, Accenture Ltd. and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of eBay Inc. and Yahoo! Inc., and additions to our holdings of Expedia Inc. and Amazon.com, Inc. We also repositioned our holdings in a number of sectors. In materials, we broadened our diversification by reducing our positions in three existing holdings to fund the purchase of U.S. Steel Corporation. In pharmaceuticals, we sold Merck & Co., Inc. and Bristol-Myers Squibb Co. to buy more Pfizer Inc. and Johnson & Johnson. In financials, we sold Fannie Mae and reduced our positions in MGIC Investment Corporation, Washington Mutual, Inc. and Lloyds TSB Group plc to buy a new position in re-insurer, XL Capital, and add to Countrywide Financial Corporation. In the consumer discretionary sector, we sold grocer Albertsonswhich is being taken overand bought Pulte Homes, Inc. and Eastman Kodak Company. Finally, we took advantage of favorable prices to reduce our portfolio weightings in energy stocks and managed-care companies. We are now underweight energy, but remain overweighted in the managed-care sector. 2521031	Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Annual Report to Shareholders: Blyth, Inc. – Homes, Inc. 41.8% 6. CONMED Corporation 36.4% 7. Chiquita Brands International, Inc. 36.2% 8. Oriental Financial Group Inc. 35.7% 9. ExpressJet Holdings, Inc. 34.8% 10. Blyth, Inc. 32.6% D Portfolio changes are not reported for U.S. Small-Cap due to the Funds high volume of trading. E Individual security performance is measured by the _____________ Blyth, Inc. – Inc. 12 220 18,127 Consumer Discretionary 24.1% American Greetings Corporation 89 1,926 Big 5 Sporting Goods Corporation 17 331 BJs Wholesale Club, Inc. 65 2,058 A Blyth, Inc. 54 1,141 Books-A-Million, Inc. 10 113 Borders Group, Inc. 132 3,337 Annual Report to Shareholders 71 Shares/Par Value Consumer Discretionary Continued Brown Shoe Company, _____________ dt 1633243 ; Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Annual Report to Shareholders: Blyth, Inc. – Homes, Inc. 41.8% 6. CONMED Corporation 36.4% 7. Chiquita Brands International, Inc. 36.2% 8. Oriental Financial Group Inc. 35.7% 9. ExpressJet Holdings, Inc. 34.8% 10. Blyth, Inc. 32.6% D Portfolio changes are not reported for U.S. Small-Cap due to the Funds high volume of trading. E Individual security performance is measured by the _____________ Blyth, Inc. – Inc. 12 220 18,127 Consumer Discretionary 24.1% American Greetings Corporation 89 1,926 Big 5 Sporting Goods Corporation 17 331 BJs Wholesale Club, Inc. 65 2,058 A Blyth, Inc. 54 1,141 Books-A-Million, Inc. 10 113 Borders Group, Inc. 132 3,337 Annual Report to Shareholders 71 Shares/Par Value Consumer Discretionary Continued Brown Shoe Company, _____________ dt 1633244 ; 21st Century 21st Century Insurance Group ( Property & Casualty Insurance ) As referenced in this Annual Report to Shareholders: 21st Century Insurance Group – Energy Corporation 54 2,361 A The Houston Exploration Company 41 2,171 A The Oilgear Company 2 24 A TransMontaigne Inc. 75 731 A 6,746 Financials 35.1% 21st Century Insurance Group 65 1,032 ACE Cash Express, Inc. 18 441 A Advanta Corp. 15 501 Affirmative Insurance Holdings, Inc. 7 89 Alfa Corporation 49 841 American Equity Investment Life Holding _____________ dt 1625609 ;	Abbott Labs Abbott Laboratories ( Pharmaceutical Preparations ) As referenced in this Annual Report to Shareholders: Abbott Laboratories – 1. Intel Corporation 15.0% 2. Johnson & Johnson 10.0% 3. Kimberly-Clark Corporation 9.4% 4. SYSCO Corporation 9.2% 5. International Business Machines Corporation 8.9% 6. Abbott Laboratories 6.6% 7. United States Treasury Notes, 2%, 1/15/14 4.7% 8. Wal-Mart Stores, Inc. 4.5% 9. Kroger Company 4.5% 10. SLM Corporation 3. _____________ Abbott Laboratories – Health Care Equipment and Supplies 3.3% Biomet, Inc. 21 753 DENTSPLY International Inc. 6 372 Kyphon Inc. 10 357 A STERIS Corporation 15 358 1,840 Pharmaceuticals 3.3% Abbott Laboratories 12 493 Johnson & Johnson 10 586 Teva Pharmaceutical Industries Ltd. ADR 19 786 1,865 Industrials 7.3% Aerospace and Defense 1.5% L-3 Communications Holdings, Inc. _____________ Abbott Laboratories – 550 % 5/1/13 475 452 1,388 Oil, Gas & Consumable Fuels 0.5% Pacific Gas and Electric Company 4.200 % 3/1/11 325 306 Pharmaceuticals 0.8% Abbott Laboratories 3.750 % 3/15/11 500 466 Road and Rail 0.8% Union Pacific Corporation 6.625 % 2/1/08 450 459 Total Corporate Bonds and Notes (Identified Cost $ _____________ dt 1563516 ; Abbott Labs Abbott Laboratories ( Pharmaceutical Preparations ) As referenced in this Annual Report to Shareholders: Abbott Laboratories – 1. Intel Corporation 15.0% 2. Johnson & Johnson 10.0% 3. Kimberly-Clark Corporation 9.4% 4. SYSCO Corporation 9.2% 5. International Business Machines Corporation 8.9% 6. Abbott Laboratories 6.6% 7. United States Treasury Notes, 2%, 1/15/14 4.7% 8. Wal-Mart Stores, Inc. 4.5% 9. Kroger Company 4.5% 10. SLM Corporation 3. _____________ Abbott Laboratories – Health Care Equipment and Supplies 3.3% Biomet, Inc. 21 753 DENTSPLY International Inc. 6 372 Kyphon Inc. 10 357 A STERIS Corporation 15 358 1,840 Pharmaceuticals 3.3% Abbott Laboratories 12 493 Johnson & Johnson 10 586 Teva Pharmaceutical Industries Ltd. ADR 19 786 1,865 Industrials 7.3% Aerospace and Defense 1.5% L-3 Communications Holdings, Inc. _____________ Abbott Laboratories – 550 % 5/1/13 475 452 1,388 Oil, Gas & Consumable Fuels 0.5% Pacific Gas and Electric Company 4.200 % 3/1/11 325 306 Pharmaceuticals 0.8% Abbott Laboratories 3.750 % 3/15/11 500 466 Road and Rail 0.8% Union Pacific Corporation 6.625 % 2/1/08 450 459 Total Corporate Bonds and Notes (Identified Cost $ _____________ dt 1577686 ; More...
$60	Preview Subscribers	2007	Asset Purchase Agreement Asset Purchase Agreement (109K) Doc #2968987: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BETWEEN MVP GROUP INTERNATIONAL, INC. AND CANDLE CORPORATION OF AMERICA dated as of April 27, 2007 TABLE OF CONTENTS . . . 2968987	Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Asset Purchase Agreement: Blyth, Inc. – 27, 2007, by and between MVP GROUP INTERNATIONAL, INC., a Kentucky corporation (?Buyer?), CANDLE CORPORATION OF AMERICA, a New York corporation (?Seller?), and, solely for purposes of Section 8(h), Blyth, Inc. , a Delaware corporation (?Blyth?). Buyer and Seller are referred to collectively herein as the ?Parties.? WHEREAS, Buyer desires to purchase from Seller certain assets used in (and assume certain _____________ Blyth, Inc. – or (iv) mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below: If to Seller: Blyth, Inc. One East Weaver Street Greenwich, CT 06831 Attention: Michael S. Novins, Esq. Fax: (203) 552-9168 Copy to: Finn Dixon & Herling LLP 177 Broad Street, 15th Floor Stamford, _____________ BLYTH, INC. – above written. MVP GROUP INTERNATIONAL, INC. By: Name: Troy Propes Title: President CANDLE CORPORATION OF AMERICA By: Name: Michael Novins Title: Vice President SOLELY FOR PURPOSES OF SECTION 8(H): BLYTH, INC. By: Name: Michael Novins Title: Vice President Address: One East Weaver Street Greenwich, CT 06831 Signature Page to Asset Purchase Agreement _____________ dt 1790811 ;	Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Asset Purchase Agreement: Blyth, Inc. – 27, 2007, by and between MVP GROUP INTERNATIONAL, INC., a Kentucky corporation (?Buyer?), CANDLE CORPORATION OF AMERICA, a New York corporation (?Seller?), and, solely for purposes of Section 8(h), Blyth, Inc. , a Delaware corporation (?Blyth?). Buyer and Seller are referred to collectively herein as the ?Parties.? WHEREAS, Buyer desires to purchase from Seller certain assets used in (and assume certain _____________ Blyth, Inc. – or (iv) mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below: If to Seller: Blyth, Inc. One East Weaver Street Greenwich, CT 06831 Attention: Michael S. Novins, Esq. Fax: (203) 552-9168 Copy to: Finn Dixon & Herling LLP 177 Broad Street, 15th Floor Stamford, _____________ BLYTH, INC. – above written. MVP GROUP INTERNATIONAL, INC. By: Name: Troy Propes Title: President CANDLE CORPORATION OF AMERICA By: Name: Michael Novins Title: Vice President SOLELY FOR PURPOSES OF SECTION 8(H): BLYTH, INC. By: Name: Michael Novins Title: Vice President Address: One East Weaver Street Greenwich, CT 06831 Signature Page to Asset Purchase Agreement _____________ dt 1790856
$89	Preview Subscribers	2005	Credit Agreement Credit Agreement (258K) Doc #981770: Click preview link for longer preview. Exhibit 10.1 $150,000,000 CREDIT AGREEMENT dated as of June 2, 2005 among BLYTH, INC. PARTYLITE TRADING SA THE LENDERS LISTED HEREIN JPMORGAN CHASE BANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A. and LASALLE BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents J.P. MORGAN SECURITIES INC., as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS ARTICLE 1 DEFINITIONS . . . 981770	Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Credit Agreement: BLYTH, INC. – Blyth Inc EX-10.1 2 a05-10355_1ex10d1.htm EX-10.1 Exhibit 10.1 $150,000,000 CREDIT AGREEMENT dated as of June 2, 2005 among BLYTH, INC. PARTYLITE TRADING SA THE LENDERS LISTED HEREIN JPMORGAN CHASE BANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A. and LASALLE BANK, NATIONAL ASSOCIATION, as Co-Syndication _____________ BLYTH, INC. – of Assignment and Assumption Agreement Exhibit F — Form of Extension Agreement Exhibit G — Form of Compliance Certificate v CREDIT AGREEMENT AGREEMENT dated as of June 2, 2005 among BLYTH, INC. and PARTYLITE TRADING SA, the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A. and LASALLE BANK, _____________ Blyth, Inc. – the context so requires, the term “Commitment” means the obligation of a Lender to extend credit up to such amount to the Borrowers hereunder. “Company” means Blyth, Inc. , a Delaware corporation, and its successors. “Company’s 2005 Form 10-K” means the Company’s annual report on Form 10-K for the fiscal _____________ BLYTH, INC. – 01. 69 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. BLYTH, INC. By: /s/ Jane F. Casey Name: Jane F. Casey Title: Vice President & Treasurer Blyth, Inc. 1 E. Weaver Street Greenwich, CT 06831 Facsimile number: 203-861-7850 For _____________ Blyth, Inc. – by their respective authorized officers as of the day and year first above written. BLYTH, INC. By: /s/ Jane F. Casey Name: Jane F. Casey Title: Vice President & Treasurer Blyth, Inc. 1 E. Weaver Street Greenwich, CT 06831 Facsimile number: 203-861-7850 For notices pursuant to Article 6, a copy shall also be sent to: Bruce D. Kreiger, General _____________ dt 1547716 ; Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Credit Agreement: BLYTH, INC. – Blyth Inc EX-10.1 2 a05-10355_1ex10d1.htm EX-10.1 Exhibit 10.1 $150,000,000 CREDIT AGREEMENT dated as of June 2, 2005 among BLYTH, INC. PARTYLITE TRADING SA THE LENDERS LISTED HEREIN JPMORGAN CHASE BANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A. and LASALLE BANK, NATIONAL ASSOCIATION, as Co-Syndication _____________ BLYTH, INC. – of Assignment and Assumption Agreement Exhibit F — Form of Extension Agreement Exhibit G — Form of Compliance Certificate v CREDIT AGREEMENT AGREEMENT dated as of June 2, 2005 among BLYTH, INC. and PARTYLITE TRADING SA, the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A. and LASALLE BANK, _____________ Blyth, Inc. – the context so requires, the term “Commitment” means the obligation of a Lender to extend credit up to such amount to the Borrowers hereunder. “Company” means Blyth, Inc. , a Delaware corporation, and its successors. “Company’s 2005 Form 10-K” means the Company’s annual report on Form 10-K for the fiscal _____________ BLYTH, INC. – 01. 69 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. BLYTH, INC. By: /s/ Jane F. Casey Name: Jane F. Casey Title: Vice President & Treasurer Blyth, Inc. 1 E. Weaver Street Greenwich, CT 06831 Facsimile number: 203-861-7850 For _____________ Blyth, Inc. – by their respective authorized officers as of the day and year first above written. BLYTH, INC. By: /s/ Jane F. Casey Name: Jane F. Casey Title: Vice President & Treasurer Blyth, Inc. 1 E. Weaver Street Greenwich, CT 06831 Facsimile number: 203-861-7850 For notices pursuant to Article 6, a copy shall also be sent to: Bruce D. Kreiger, General _____________ dt 1547808 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit Agreement: ABN AMRO Bank N.V. – 128; 1,338,000 6/1/2009 Kaemingk BV ING Bank N.V. and Postbank N.V. Fixed interest loan € 2,269,000 7/1/2010 Edelman B.V. ABN AMRO Bank N.V. Revolving line of credit € 25,000,000 2007 Promol SA Caixa Geral De Depositos Revolving line of credit € 1,500,000 June-05 Renewed semi-annually, Jan & _____________ dt 1471031 ;	McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – foundations whose direction is controlled by Person(s) described in clauses (i)-(iii). “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc ., or any successor to its business of rating debt securities. “SEC” means the Securities and Exchange Commission and any successor thereto. “Screen” means (a) with _____________ dt 1516960 ; ABN AMRO Bank ABN AMRO Bank N.V. ( Money Center Banks ) As referenced in this Credit Agreement: ABN AMRO Bank N.V. – 128; 1,338,000 6/1/2009 Kaemingk BV ING Bank N.V. and Postbank N.V. Fixed interest loan € 2,269,000 7/1/2010 Edelman B.V. ABN AMRO Bank N.V. Revolving line of credit € 25,000,000 2007 Promol SA Caixa Geral De Depositos Revolving line of credit € 1,500,000 June-05 Renewed semi-annually, Jan & _____________ dt 1471031 ; More...
$49	Preview Subscribers	2000	Employment Agreement Employment Agreement (75K) Doc #982254: Click preview link for longer preview. AGREEMENT, made and entered into as of the 1st day of August, 2000, by and between Blyth, Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and Robert B. Goergen (the "Executive") . W I T N E S S E T H : - - - - - - - - - - - WHEREAS, the Company desires to continue to employ the Executive and to enter into an agreement embodying the terms of such employment (this "Agreement"), and the Executive desires to enter into . . . 982254	Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Employment Agreement: Blyth, Inc. – FILENAME>a2033210zex-10_10.txt EMPLOYMENT AGREEMENT EXHIBIT 10.10 EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of the 1st day of August, 2000, by and between Blyth, Inc. , a Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and Robert B. Goergen (the "Executive") . W I T N E S S E _____________ Blyth, Inc. – The Base Salary shall be reviewed annually for increase in the discretion of the Board. 5. ANNUAL INCENTIVE AWARD. During the Term of Employment, the Executive shall participate in the Blyth, Inc. Annual Incentive Compensation Plan or any successor annual incentive award plan of the Company. Under such plan, the Executive shall have a target bonus opportunity each year equal to _____________ Blyth, Inc. – the overnight courier) to the party concerned at the address indicated below or to such changed address as such Party may subsequently give such notice of: If to the Company: Blyth, Inc. 100 Field Point Road Greenwich, CT 06830-6451 Attention: Vice President Human Resources If to the Executive: Mr. Robert B. Goergen c/o Blyth, Inc. 100 Field Point Road _____________ Blyth, Inc. – of: If to the Company: Blyth, Inc. 100 Field Point Road Greenwich, CT 06830-6451 Attention: Vice President Human Resources If to the Executive: Mr. Robert B. Goergen c/o Blyth, Inc. 100 Field Point Road Greenwich, CT 06830-6451 22. HEADINGS. The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to _____________ Blyth, Inc. – Agreement. 23. COUNTERPARTS. This Agreement may be executed in two or more counterparts. 16 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written above. Blyth, Inc. By: /s/ Jane Casey ---------------------- Its: Vice President Human Resources /s/ Robert B. Goergen ------------------------- Robert B. Goergen 17 EXHIBIT 10.10 EXHIBIT A BLYTH, INC. REGISTRATION RIGHTS AGREEMENT AUGUST _____________ dt 1547718 ;	Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Employment Agreement: Blyth, Inc. – FILENAME>a2033210zex-10_10.txt EMPLOYMENT AGREEMENT EXHIBIT 10.10 EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of the 1st day of August, 2000, by and between Blyth, Inc. , a Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and Robert B. Goergen (the "Executive") . W I T N E S S E _____________ Blyth, Inc. – The Base Salary shall be reviewed annually for increase in the discretion of the Board. 5. ANNUAL INCENTIVE AWARD. During the Term of Employment, the Executive shall participate in the Blyth, Inc. Annual Incentive Compensation Plan or any successor annual incentive award plan of the Company. Under such plan, the Executive shall have a target bonus opportunity each year equal to _____________ Blyth, Inc. – the overnight courier) to the party concerned at the address indicated below or to such changed address as such Party may subsequently give such notice of: If to the Company: Blyth, Inc. 100 Field Point Road Greenwich, CT 06830-6451 Attention: Vice President Human Resources If to the Executive: Mr. Robert B. Goergen c/o Blyth, Inc. 100 Field Point Road _____________ Blyth, Inc. – of: If to the Company: Blyth, Inc. 100 Field Point Road Greenwich, CT 06830-6451 Attention: Vice President Human Resources If to the Executive: Mr. Robert B. Goergen c/o Blyth, Inc. 100 Field Point Road Greenwich, CT 06830-6451 22. HEADINGS. The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to _____________ Blyth, Inc. – Agreement. 23. COUNTERPARTS. This Agreement may be executed in two or more counterparts. 16 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written above. Blyth, Inc. By: /s/ Jane Casey ---------------------- Its: Vice President Human Resources /s/ Robert B. Goergen ------------------------- Robert B. Goergen 17 EXHIBIT 10.10 EXHIBIT A BLYTH, INC. REGISTRATION RIGHTS AGREEMENT AUGUST _____________ dt 1547810
$44	Preview Subscribers	2007	Share Purchase Agreement Share Purchase Agreement (96K) Doc #2794094: Click preview link for longer preview. DATED 20 DECEMBER 2006 BLYTH HOMESCENTS INTERNATIONAL UK LIMITED (1) - and - COBCO 813 LIMITED (2) SHARE PURCHASE AGREEMENT Cobbetts LLP Ship Canal House King Street Manchester M2 4WB DX: 14374 Manchester 1 Tel: 0845 404 2404 Fax: 0845 404 2414 SPM/IZR Contents Clause Page 1 INTERPRETATION 1 2 SALE AND PURCHASE OF SALE SHARES 6 . . . 2794094	Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Share Purchase Agreement: Blyth Inc. – means the Taxes Management Act 1970. 1.1.41 ?Trademark Licences? means two licences of various intellectual property rights in the agreed form to be entered into on Completion between Blyth Inc. (1) and the Company (2). 1.1.42 ?Trademark Assignment? means an assignment of trademark registrations between Carolina Designs Limited (1) and Candle Corporation of America (2). 1.1. _____________ Blyth Inc. – named in Clause 16.3. 16.3 The addresses for service of notice are: 16.3.1 Seller 16.3.1.1 name: Michael Novins, Vice President and General Counsel Blyth Inc. 16.3.1.2 address: One Weaver Street, Greenwich, CT 06831, USA 16.3.2 Buyer 16.3.2.1 address: c/o PKF, Sovereign House, Queen Street, Manchester _____________ dt 1790810 ; Blyth Blyth, Inc. ( Personal & Household Products ) ;	Barclays Bank Barclays Bank plc ( Financial ) As referenced in this Share Purchase Agreement: Barclays Bank Plc – Directors and shadow directors: Stephen Robert Evans Louise McMahon Simon Martin Secretary: Simon Martin Auditor Deloitte & Touche LLP Registered Charges Legal Charge dated 21 July 1998 in favour of Barclays Bank Plc Mortgage dated 10 October 1997 in favour of Barclays Mercantile Business Finance Limited 25 SCHEDULE 1 PART 2 THE COLONY SUBSIDIARIES Name of Subsidiary Place of Incorporation No of _____________ Barclays Bank Plc – to day after as well as before any judgment for the same) at the rate of 2 per cent per annum over the base rate from time to time of Barclays Bank Plc or (in the absence thereof) at such similar rate as the Buyer shall select from the day following the Due Date up to and including the day of actual payment _____________ dt 1729141
$40	Preview Subscribers	2006	Share Sale and Purchase Agreement Share Sale and Purchase Agreement (29K) Doc #2497163: Click preview link for longer preview. DATED APRIL 12, 2006 Between SMF MANAGEMENT CONSULTANTS B.V. (as Purchaser) and BLYTH HOLDING B.V. (as Seller) and BLYTH, INC. (as Guarantor) and JOHANNES VAN TOL SHARE SALE AND PURCHASE AGREEMENT 1 THIS SHARE SALE AND PURCHASE AGREEMENT is made on this 12th day of April, 2006 (the ï¿½Agreementï¿½) Between: (1) SMF MANAGEMENT CONSULTANTS B.V. a private limited . . . 2497163	Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Share Sale and Purchase Agreement: BLYTH, INC. – 2 a06-19363_1ex10d16.htm EX-10.16 Exhibit 10.16 DATED APRIL 12, 2006 Between SMF MANAGEMENT CONSULTANTS B.V. (as Purchaser) and BLYTH HOLDING B.V. (as Seller) and BLYTH, INC. (as Guarantor) and JOHANNES VAN TOL SHARE SALE AND PURCHASE AGREEMENT 1 THIS SHARE SALE AND PURCHASE AGREEMENT is made on this 12th day of April, 2006 (the ?Agreement?) _____________ BLYTH, INC. – of The Netherlands (the ?Purchaser?). The Purchaser is a subsidiary of Nijenveste Holding B.V. with its principal place of business at Dijkstraat 14, 7121ET Aalten, The Netherlands; and (2) BLYTH, INC. , a corporation organized and existing under the laws of the state of Delaware, United States of America, with its principal place of business at One East Weaver Street, Greenwich, _____________ Blyth, Inc. – other address or fax number as the addressee has by five (5) days? prior written notice specified to the other Parties): To the Seller: Blyth Holding B.V. c/o Blyth, Inc. One East Weaver Street Greenwich, CT 06831 8 United States of America Telephone No: +1 203 552 6617 Facsimile No: +1 203 552 4644 Attention: Marcia Pontius With a _____________ BLYTH, INC. – SELLER: BLYTH HOLDING B.V. By: Title: PURCHASER: SMF MANAGEMENT CONSULTANTS B.V. By: Neijenveste Holding B.V. Title: managing director By: Mr. J. van Tol Title: managing director GUARANTOR: BLYTH, INC. By: Title: And exclusively for Article 7 (Non-Competition): JOHANNES VAN TOL 13 _____________ dt 1790808 ;	Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Share Sale and Purchase Agreement: BLYTH, INC. – 2 a06-19363_1ex10d16.htm EX-10.16 Exhibit 10.16 DATED APRIL 12, 2006 Between SMF MANAGEMENT CONSULTANTS B.V. (as Purchaser) and BLYTH HOLDING B.V. (as Seller) and BLYTH, INC. (as Guarantor) and JOHANNES VAN TOL SHARE SALE AND PURCHASE AGREEMENT 1 THIS SHARE SALE AND PURCHASE AGREEMENT is made on this 12th day of April, 2006 (the ?Agreement?) _____________ BLYTH, INC. – of The Netherlands (the ?Purchaser?). The Purchaser is a subsidiary of Nijenveste Holding B.V. with its principal place of business at Dijkstraat 14, 7121ET Aalten, The Netherlands; and (2) BLYTH, INC. , a corporation organized and existing under the laws of the state of Delaware, United States of America, with its principal place of business at One East Weaver Street, Greenwich, _____________ Blyth, Inc. – other address or fax number as the addressee has by five (5) days? prior written notice specified to the other Parties): To the Seller: Blyth Holding B.V. c/o Blyth, Inc. One East Weaver Street Greenwich, CT 06831 8 United States of America Telephone No: +1 203 552 6617 Facsimile No: +1 203 552 4644 Attention: Marcia Pontius With a _____________ BLYTH, INC. – SELLER: BLYTH HOLDING B.V. By: Title: PURCHASER: SMF MANAGEMENT CONSULTANTS B.V. By: Neijenveste Holding B.V. Title: managing director By: Mr. J. van Tol Title: managing director GUARANTOR: BLYTH, INC. By: Title: And exclusively for Article 7 (Non-Competition): JOHANNES VAN TOL 13 _____________ dt 1790854
$41	Preview Subscribers	2006	Share Sale and Purchase Agreement Share Sale and Purchase Agreement (41K) Doc #2497168: Click preview link for longer preview. DATED JUNE 16, 2006 Between MONCEAU DEELNEMINGEN I B.V. (as Purchaser) BLYTH HOLDING B.V. (as Seller) and BLYTH, INC. (as Guarantor) SHARE SALE AND PURCHASE AGREEMENT 1 THIS SHARE SALE AND PURCHASE AGREEMENT is made on this 16th day of June 2006 (the ï¿½Agreementï¿½) Between: (1) MONCEAU DEELNEMINGEN I B.V., a private limited liability company organized and existing under . . . 2497168	Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Share Sale and Purchase Agreement: BLYTH, INC. – 17 3 a06-19363_1ex10d17.htm EX-10.17 Exhibit 10.17 DATED JUNE 16, 2006 Between MONCEAU DEELNEMINGEN I B.V. (as Purchaser) BLYTH HOLDING B.V. (as Seller) and BLYTH, INC. (as Guarantor) SHARE SALE AND PURCHASE AGREEMENT 1 THIS SHARE SALE AND PURCHASE AGREEMENT is made on this 16th day of June 2006 (the ?Agreement?) Between: (1) MONCEAU DEELNEMINGEN _____________ BLYTH, INC. – under the laws of The Netherlands with its registered office in Tilburg and its principal place of business at Gesworenhoekseweg 8, 5047 TM in Tilburg, The Netherlands (the ?Seller?); (3) BLYTH, INC. , a corporation organized and existing under the laws of the state of Delaware, United States of America, with its principal place of business at One East Weaver Street, Greenwich, _____________ Blyth, Inc. – below (or such other address or fax number as the addressee has by five (5) days? prior written notice specified to the other Parties): To the Seller and/or Guarantor: Blyth, Inc. One East Weaver Street Greenwich, CT 06831-5118 UNITED STATES OF AMERICA Telephone No: +1 203 552 6617 Facsimile No: +1 203 661 1969 Attention: Marcia Pontius Michael Novins _____________ BLYTH, INC. – Managing Director Title: Managing Director The Seller: BLYTH HOLDING B.V. EDELMAN B.V. By: Robert Jeffrey Carr By: Ronald van Veen Title: Managing Director Title: Managing Director The Guarantor: BLYTH, INC. EURO-DECOR B.V. By: Robert Barghaus By: Ronald van Veen Title: Vice President and Chief Financial Officer Title: Managing Director SEMFAR B.V. SEMFAR B.V. By: By: _____________ dt 1790809 ;	Blyth Blyth, Inc. ( Personal & Household Products ) As referenced in this Share Sale and Purchase Agreement: BLYTH, INC. – 17 3 a06-19363_1ex10d17.htm EX-10.17 Exhibit 10.17 DATED JUNE 16, 2006 Between MONCEAU DEELNEMINGEN I B.V. (as Purchaser) BLYTH HOLDING B.V. (as Seller) and BLYTH, INC. (as Guarantor) SHARE SALE AND PURCHASE AGREEMENT 1 THIS SHARE SALE AND PURCHASE AGREEMENT is made on this 16th day of June 2006 (the ?Agreement?) Between: (1) MONCEAU DEELNEMINGEN _____________ BLYTH, INC. – under the laws of The Netherlands with its registered office in Tilburg and its principal place of business at Gesworenhoekseweg 8, 5047 TM in Tilburg, The Netherlands (the ?Seller?); (3) BLYTH, INC. , a corporation organized and existing under the laws of the state of Delaware, United States of America, with its principal place of business at One East Weaver Street, Greenwich, _____________ Blyth, Inc. – below (or such other address or fax number as the addressee has by five (5) days? prior written notice specified to the other Parties): To the Seller and/or Guarantor: Blyth, Inc. One East Weaver Street Greenwich, CT 06831-5118 UNITED STATES OF AMERICA Telephone No: +1 203 552 6617 Facsimile No: +1 203 661 1969 Attention: Marcia Pontius Michael Novins _____________ BLYTH, INC. – Managing Director Title: Managing Director The Seller: BLYTH HOLDING B.V. EDELMAN B.V. By: Robert Jeffrey Carr By: Ronald van Veen Title: Managing Director Title: Managing Director The Guarantor: BLYTH, INC. EURO-DECOR B.V. By: Robert Barghaus By: Ronald van Veen Title: Vice President and Chief Financial Officer Title: Managing Director SEMFAR B.V. SEMFAR B.V. By: By: _____________ dt 1790855
$49	Preview Subscribers	2006	Share Sale and Purchase Agreement Share Sale and Purchase Agreement (46K) Doc #2668023: Click preview link for longer preview. SHARE SALE AND PURCHASE AGREEMENT between PREBOLA NR 293 AB under change of name to ALG HOLDING AB (as Purchaser) and BLYTH WHOLESALE HOLDINGS, INC. (as Seller) August 14, 2006 Linn?gatan 18 Box 5719 SE-114 87 Stockholm Tel: +46-8-566 177 00 Fax: +46-8-566 177 99 Table of Defined Terms Defined Term Article