-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C2L1LqIjw2qv4n/+M2SPUg1cPMwJLIzlDOCGGNeBNYlf13PCWdQjF06JIzpMyicJ 7M+iFw/zhNqc4qQqI3W36A== /in/edgar/work/20000831/0000912057-00-039701/0000912057-00-039701.txt : 20000922 0000912057-00-039701.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-039701 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000831 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIG DOG HOLDINGS INC CENTRAL INDEX KEY: 0001019439 STANDARD INDUSTRIAL CLASSIFICATION: [5651 ] IRS NUMBER: 521868665 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-55451 FILM NUMBER: 714116 BUSINESS ADDRESS: STREET 1: 121 GRAY AVENUE STREET 2: SUITE 300 CITY: SANTA BARBARA STATE: CA ZIP: 93101 BUSINESS PHONE: 8059638727 MAIL ADDRESS: STREET 1: 121 GRAY AVENUE STREET 2: SUITE 300 CITY: SANTA BARBARA STATE: CA ZIP: 93101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIG DOG HOLDINGS INC CENTRAL INDEX KEY: 0001019439 STANDARD INDUSTRIAL CLASSIFICATION: [5651 ] IRS NUMBER: 521868665 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 121 GRAY AVENUE STREET 2: SUITE 300 CITY: SANTA BARBARA STATE: CA ZIP: 93101 BUSINESS PHONE: 8059638727 MAIL ADDRESS: STREET 1: 121 GRAY AVENUE STREET 2: SUITE 300 CITY: SANTA BARBARA STATE: CA ZIP: 93101 SC TO-I/A 1 scto-ia.txt SC TO-I/A 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 - -------------------------------------------------------------------------------- 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: / / 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. 2 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 31, 2000 3 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. 4 EX-99.(A)(5)(B) 2 ex-99_a5b.txt EXHIBIT 99.(A)(5)(B) EXHIBIT 99(a)(5)(B) For Further Information: BIG DOG HOLDINGS, INC. 121 Gray Avenue Santa Barbara, California 93101 www.bigdogs.com CONTACT: Investor Information (805) 963-8727 x 1630 For Immediate Release: August 30, 2000 BIG DOG HOLDINGS, INC. COMPLETES $6.25 PER SHARE CASH TENDER OFFER FOR 3.5 MILLION SHARES SANTA BARBARA, CALIFORNIA--Big Dog Holdings, Inc. (Nasdaq:BDOG - NEWS; www.bigdogs.com), announced the completion of its previously announced cash tender offer to purchase 3,500,000 of its common shares at a price per share of $6.25. The cash tender offer expired at 9:00 a.m. Pacific time on August 30, 2000, at which time trading was halted for the remainder of the trading day. Trading will resume on Thursday, August 31, 2000. The offer was oversubscribed, and the Company expects to be able to announce preliminary results by tomorrow morning. Big Dogs develops, markets and retails a branded, lifestyle collection of unique, high-quality, popular-priced consumer products, including activewear, casual sportswear, accessories and gifts. The BIG DOGS brand image is one of quality, fun and a sense of humor. The BIG DOGS brand is designed to appeal to people of all ages and demographics, particularly baby boomers and their kids, big and tall customers, and pet owners. In addition to its 198 retail stores, Big Dogs markets its products through its catalog, better wholesale accounts and Internet sales. Safe Harbor Statement Under the Private Securities Litigation Reform Act 1995: With the exception of historical information, the matters discussed in this news release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of the company could differ significantly from those statements. Further information on the company's risk factors is contained in the company's filings with the Securities and Exchange Commission. EX-99.(A)(5)(C) 3 ex-99_a5c.txt EXHIBIT 99.(A)(5)(C) EXHIBIT 99(a)(5)(C) For Further Information: BIG DOG HOLDINGS, INC. 121 Gray Avenue Santa Barbara, California 93101 www.bigdogs.com - --------------- CONTACT: Investor Information (805) 963-8727 x 1630 ir@bigdogs.com For Immediate Release: August 30, 2000 BIG DOG HOLDINGS, INC. ANNOUNCES PRELIMINARY RESULTS OF $6.25 PER SHARE CASH TENDER OFFER FOR 3.5 MILLION SHARES SANTA BARBARA, CALIFORNIA--Big Dog Holdings, Inc. (Nasdaq: BDOG; www.bigdogs.com) today announced the completion of its previously announced cash tender offer to purchase 3,500,000 of its common shares at a price per share of $6.25. The cash tender offer expired at 9:00 a.m. Pacific time on August 30, 2000, at which time trading was halted for the remainder of the trading day. Trading will resume on Thursday, August 31, 2000. Approximately 6,944,011 common shares were tendered pursuant to the offer, of which approximately 47,876 were tendered pursuant to notices of guaranteed delivery. Based on such preliminary results, the offer is oversubscribed and a proration factor of approximately 50.4 percent for the tendered shares will be applied. The estimated proration factor is subject to change. The Company expects to announce the final proration factor on Wednesday, September 6, 2000. A when-distributed market has been set up on the NASDAQ National Market under the trading symbol BDOGV to facilitate trading in the prorated shares. As of August 30, 2000, the Company had approximately 11,983,450 common shares outstanding. As a result of the completion of the cash tender offer, the Company expects to have approximately 8,483,450 common shares outstanding as of the time immediately following payment for the tendered shares accepted for payment. Big Dogs develops, markets and retails a branded, lifestyle collection of unique, high-quality, popular-priced consumer products, including activewear, casual sportswear, accessories and gifts. The BIG DOGS brand image is one of quality, fun and a sense of humor. The BIG DOGS brand is designed to appeal to people of all ages and demographics, particularly baby boomers and their kids, big and tall customers, and pet owners. In addition to its 198 retail stores, Big Dogs markets its products through its catalog, better wholesale accounts and Internet sales. Safe Harbor Statement Under the Private Securities Litigation Reform Act 1995: With the exception of historical information, the matters discussed in this news release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of the company could differ significantly from those statements. Further information on the company's risk factors is contained in the company's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----