BIG DOG HOLDINGS INC
SC TO-I, EX-99.A1C, 2000-07-31
FAMILY CLOTHING STORES
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                             BIG DOG HOLDINGS, INC.

                          NOTICE OF GUARANTEED DELIVERY
                            OF SHARES OF COMMON STOCK

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 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M.,
   PACIFIC TIME, ON WEDNESDAY, AUGUST 30, 2000, UNLESS THE OFFER IS EXTENDED.

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         This form, or a form substantially equivalent to this form, must be
used to accept the offer (as defined below) if certificates for the shares of
common stock of Big Dog Holdings, Inc. are not immediately available, if the
procedure for book-entry transfer cannot be completed on a timely basis, or if
time will not permit all other documents required by the letter of transmittal
to be delivered to the depositary (as defined below) on or prior to the
"expiration date" (as set forth in Section 1 of the offer to purchase (as
defined below)). This form may be delivered by hand or transmitted by mail or
overnight courier, or (for eligible institutions only) by facsimile
transmission, to the depositary. See Section 3 of the offer to purchase. THE
ELIGIBLE INSTITUTION THAT COMPLETES THIS FORM MUST COMMUNICATE THE GUARANTEE TO
THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR
SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN HEREIN. FAILURE TO DO SO COULD
RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION.

                        THE DEPOSITARY FOR THE OFFER IS:

                         U.S. STOCK TRANSFER CORPORATION

             BY MAIL:                             BY HAND OR OVERNIGHT DELIVERY:

        TRANSFER DEPARTMENT                             TRANSFER DEPARTMENT
        1745 GARDENA AVENUE                             1745 GARDENA AVENUE
        GLENDALE, CA 91204                              GLENDALE, CA 91204

                            BY FACSIMILE TRANSMISSION

                        (FOR ELIGIBLE INSTITUTIONS ONLY)

                                 (818) 502-1737

                         FOR CONFIRMATION BY TELEPHONE:

                                 (818) 502-1404

        DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
       ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
        THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.


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Ladies and Gentlemen:

         The undersigned hereby tenders to Big Dog Holdings, Inc., a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the offer to purchase, dated July 31, 2000 (the "offer to purchase"),
and the related letter of transmittal (which together constitute the "offer"),
receipt of which is hereby acknowledged, the number of shares of common stock,
par value $.01 per share, of the Company listed below, pursuant to the
guaranteed delivery procedure set forth in Section 3 of the offer to purchase.



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        NUMBER OF SHARES                                SIGN HERE

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  CERTIFICATE NOS.: (IF AVAILABLE)                 NAME(S) (PLEASE PRINT)

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            ADDRESS                            AREA CODE AND TELEPHONE NUMBER

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      CITY, STATE, ZIP CODE                            SIGNATURE(S)

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  AT THE DEPOSITORY TRUST COMPANY

                                    ODD LOTS

         This section is to be completed ONLY if shares are being tendered by or
on behalf of a person who owned beneficially, as of the close of business on
July 31, 2000 and who continues to own beneficially as of the expiration date,
an aggregate of fewer than 100 shares.

         The undersigned either (check one box):

     / / owned beneficially, as of the close of business on July 31, 2000 and
         continues to own beneficially as of the expiration date, an aggregate
         of fewer than 100 shares, all of which are being tendered, or

     / / is a broker, dealer, commercial bank, trust company or other nominee
         that (i) is tendering, for the beneficial owners thereof, shares with
         respect to which it is the record owner, and (ii) believes, based upon
         representations made to it by each such beneficial owner, that such
         beneficial owner owned beneficially, as of the close of business on
         July 31, 2000 and continues to own beneficially as of the expiration
         date, an aggregate of fewer than 100 shares and is tendering all of
         such shares.


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               GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)

         The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company (not a savings bank or savings and loan
association) having an office, branch or agency in the United States hereby
guarantees (i) that the above-named person(s) has a net long position in the
shares being tendered within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended, (ii) that such tender of shares
complies with Rule 14e-4, and (iii) to deliver to the depositary at one of its
addresses set forth above certificate(s) for the shares tendered hereby, in
proper form for transfer, or a confirmation of the book-entry transfer of the
shares tendered hereby into the depositary's account at The Depository Trust
Company in each case together with a properly completed and duly executed
letter(s) of transmittal (or facsimile(s) thereof), with any required signature
guarantee(s) and any other required documents, all within three NASDAQ trading
days after the date hereof.


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         NAME OF FIRM                                AUTHORIZED SIGNATURE

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            ADDRESS                                        NAME

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      CITY, STATE, ZIP CODE                                TITLE

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                                              AREA CODE AND TELEPHONE NUMBER

Dated:                                         , 2000
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         THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON
A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

         DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES
MUST BE SENT WITH THE LETTER OF TRANSMITTAL.


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