SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Big Dog Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
089128-10-2
(CUSIP Number)
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CUSIP No. 089128-10-2 13G Page 2 of 5 pages
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons Fred Kayne
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Citizenship or Place of Organization: USA
Number (5) Sole Voting Power: 5,962,500
of Shares
Beneficially (6) Shared Voting Power: 38,610
Owned
By Each (7) Sole Dispositive Power: 5,962,500
Reporting
Person With: (8) Shared Dispositive Power: 38,610
9) Aggregate Amount Beneficially Owned by Each Reporting Person: 6,001,110
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented by Amount in Row 9: 50%
12) Type of Reporting Person (See Instructions): IN
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Page 3 of 5 pages
Item 1(a): Name of Issuer:
Big Dog Holdings, Inc.
Item 1(b): Address of Issuer's Principal Executive Offices:
121 Gray Avenue
Santa Barbara, California 93101
Item 2(a): Name of Persons Filing:
Fred Kayne
Item 2(b): Address of Principal Business Office or, if none, Residence:
Fortune Financial
1800 Avenue of the Stars, Suite 1112
Los Angeles, CA 90067
Item 2(c): Citizenship: USA
Item 2(d): Title of Class of Securities:
Common Stock
Item 2(e): CUSIP Number: 089128-10-2
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a: (a) [ ] Broker or Dealer registered under
Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c)
[ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ]
Investment Company registered under section 8 of the Investment Company Act (e)
[ ] Investment Adviser registered under section 203 of the Investment Advisers
Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see ss. 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in
accordance with ss. 240.13d-1(b)(ii)(G) (Note: See Item 7) (h) [ ] Group, in
accordance with ss. 240.13d-1(b)(1)(ii)(H)
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Page 4 of 5 pages
Item 4. Ownership
(a) Amount Beneficially Owned: 6,001,110 (b) Percent of Class: 50% (based
on 12,100,350 shares outstanding as of 12/31/98) (c) Number of shares as to
which such person has: (i) sole power to vote or to direct the vote: 5,962,500
(ii) shared power to vote or to direct the vote: 38,610 (iii) sole power to
dispose or to direct the disposition of: 5,962,500 (iv) shared power to dispose
or to direct the disposition of: 38,610 Item 5. Ownership of Five Percent or
Less of a Class Item 6. Ownership of More than Five Percent on Behalf of Another
Person Not applicable Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company Not applicable Item 8. Identification and Classification of Members of
the Group Not applicable Item 9. Notice of Dissolution of Group Not applicable
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Page 5 of 5 pages
Item 10. Certification
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 12, 1999
Signature: /s/FRED KAYNE
Name/Title: Fred Kayne
