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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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 31, 2000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
--------------------------------------------------------------------------------
$21,875,000 $4,375
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* 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: / /
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SCHEDULE TO
This Amendment No. 2 to the Schedule TO amends and supplements the
Schedule TO previously filed on July 31, 2000 and Amendment No. 1 to the
Schedule TO previously filed on August 17, 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."
ITEM 4. TERMS OF THE TRANSACTION.
The offer expired at 9:00 a.m., Pacific time, on Wednesday, August 30,
2000. Based on preliminary information provided by the depositary,
6,944,011 shares were validly tendered and not properly withdrawn pursuant
to the offer. The information set forth in the press release attached as
Exhibit (a)(5)(C) is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(5)(B) Press Release issued by the Company on August 30, 2000.
(a)(5)(C) Press Release issued by the Company on August 30, 2000.
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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
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Name: ANDREW FESHBACH
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Its: CHIEF EXECUTIVE OFFICER
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Dated: August 31, 2000
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
-------- ------------
(a)(5)(B) Press Release issued by the Company on August 30, 2000.
(a)(5)(C) Press Release issued by the Company on August 30, 2000.
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