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