<PAGE>
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
BIG DOG HOLDINGS, INC.
(Name of Subject Company (issuer))
BIG DOG HOLDINGS, INC.
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
089128-10-2
(CUSIP Number of Class of Securities)
Anthony J. Wall
Executive Vice President and General Counsel
Big Dog Holdings, Inc.
121 Gray Avenue
Santa Barbara, CA 93101
(805) 963-8727 x1363
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on
behalf of filing persons)
COPY TO:
Kendall Bishop, Esq.
O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, CA 90067
(310) 553-6700
August 17, 2000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$21,875,000 $4,375
* Calculated solely for purposes of determining the filing fee. Determined
pursuant to Rule 0-11(b)(1), based upon the purchase of 3,500,000 shares at
$6.25 per share.
/X/ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously paid: $4,375 Form or Registration No.: Schedule TO-I
Filing party: Big Dog Date Filed: July 31, 2000
Holdings, Inc.
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
<PAGE>
SCHEDULE TO
This Amendment No. 1 to the Schedule TO amends and supplements the Schedule
TO previously filed on July 31, 2000 relating to an offer by Big Dog Holdings,
Inc., a Delaware corporation (the "Company"), to purchase up to 3,500,000 shares
of common stock, par value $.01 per share, at a price, net to the seller in
cash, of $6.25 per share, upon the terms and subject to the conditions set forth
in the offer to purchase, dated July 31, 2000, and the related letter of
transmittal, which together with any amendments or supplements thereto,
collectively constitute the "offer." The information in the offer to purchase,
as amended and supplemented by the supplement to offer to purchase, dated August
17, 2000, attached as exhibit (a)(1)(H) hereto (the "Supplement"), is hereby
expressly incorporated by refererence.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Supplement, filed as an exhibit to this
Schedule TO-I/A, is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)-(b) The information set forth in the Supplement, filed as an exhibit to
this Schedule TO-I/A, is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The information set forth in the Supplement, filed as an exhibit to
this Schedule TO-I/A, is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(d) The information set forth in the Supplement, filed as an exhibit to
this Schedule TO-I/A, is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(H) Supplement to Offer to Purchase, dated August 17, 2000.
2
<PAGE>
SIGNATURE
After due 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.
BIG DOG HOLDINGS, INC.
By: /s/ ANDREW FESHBACH
------------------------------
Name: Andrew Feshbach
------------------------------
Its: Chief Executive Officer
------------------------------
Dated: August 17, 2000
3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
(a)(1)(H) Supplement to Offer to Purchase, dated August 17, 2000.
4
