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Exhibit (a)(1)(E)
OFFER TO PURCHASE FOR CASH
UP TO 3,500,000 SHARES OF COMMON STOCK
OF
BIG DOG HOLDINGS, INC.
AT
$6.25 NET PER SHARE
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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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To Our Clients:
Enclosed for your consideration is an offer to purchase dated July 31,
2000 and the related letter of transmittal (which together constitute the
"offer") relating to an offer by Big Dog Holdings, Inc. (the "Company"), to
purchase up to 3,500,000 shares of its common stock, par value $.01 per share.
We are the holder of record of shares held for your account. A tender of any
such shares can be made only by us as the holder of record and pursuant to your
instructions. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any or all
such shares held by us for your account, pursuant to the terms and conditions
set forth in the offer.
Your attention is invited to the following:
1. The tender price is $6.25 per share, net to you in cash.
2. The offer is being made for up to 3,500,000 shares. The
Company reserves the right, in its sole discretion, to
purchase additional shares of common stock in the offer.
3. The offer is not conditioned upon any minimum number of shares
of common stock being tendered.
4. Tendering stockholders will not be obligated to pay brokerage
fees or commissions or, subject to Instruction 6 of the letter
of transmittal, stock transfer taxes in connection with the
purchase of shares by the Company.
5. As described in the offer to purchase, if more than 3,500,000
shares have been validly tendered and not withdrawn prior to
the "expiration date," as defined in Section 1 of the offer to
purchase, the Company will accept shares for purchase in the
following order of priority: (i) all shares validly tendered
and not withdrawn prior to the expiration date by any
stockholder 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 and who validly tenders all of such shares
(partial tenders will not qualify for this preference) and
completes the box captioned "Odd Lots" in the letter of
transmittal and, if applicable, the notice of guaranteed
delivery; and (ii) after purchase of all of the foregoing
shares, all other shares validly tendered and not withdrawn on
or prior to the expiration date on a pro rata basis.
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6. If proration of tendered shares is required, because of the
difficulty of determining the precise number of shares
properly tendered (due in part to the guaranteed delivery
procedure described in the offer), the Company does not expect
to be able to announce the final results of such proration or
pay for any shares which are accepted for payment until
approximately seven business days after the expiration date.
Preliminary results of proration will be announced by a press
release as soon as practicable after the expiration date.
Holders of shares may obtain preliminary information from the
Company and may be able to obtain such information from their
brokers.
7. The offer, proration period and withdrawal rights will expire
at 9:00 a.m., Pacific time, on Wednesday, August 30, 2000,
unless extended.
If you wish to have us tender any or all of your shares, please so
instruct us by completing, executing and returning to us the instruction form
set forth below. An envelope to return your instructions to us is enclosed.
The offer is not being made to, nor will tenders be accepted from, or
on behalf of, holders of shares residing in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the laws of such
jurisdiction.
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INSTRUCTIONS
The undersigned acknowledges receipt of your letter enclosing the offer
to purchase dated July 31, 2000 of Big Dog Holdings, Inc. and the related letter
of transmittal, relating to shares of its common stock, par value $.01 per
share.
This will instruct you to tender the number of shares indicated below
held by you for the account of the undersigned, pursuant to the terms and
conditions set forth in the offer to purchase and the related letter of
transmittal.
DATED:_____________________, 2000
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SIGNATURE(S)
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PLEASE PRINT NAME(S) AND
----------------------------------- ADDRESS(ES) HERE
NUMBER OF SHARES OF COMMON STOCK
TO BE TENDERED*
*Unless otherwise indicated, it
will be assumed that all your
shares are to be tendered.
ACCOUNT NO. _____________________
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