SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
NET PERCEPTIONS, INC.
(Name of Subject Company (Issuer))
OBSIDIAN ENTERPRISES, INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(Title of Class of Securities)
64107 U 101
(CUSIP Number of Class of Securities)
Timothy S. Durham
Chief Executive Officer
Obsidian Enterprises, Inc.
111 Monument Circle, Suite 4800
Indianapolis, Indiana 46204
Telephone: (317) 237-4055
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Stephen J. Dutton, Esq.
Barnes & Thornburg
11 South Meridian Street
Indianapolis, Indiana 46204
Telephone: (317) 236-1313
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
Not applicable* Not Applicable*
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*A filing fee is not required in connection with this filing as it relates
solely to preliminary communications made before the commencement of a tender
offer.
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[ ] 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: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
[X] 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:
[X] third-party tender offer subject to Rule 14d-1.
[ ] 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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FOR IMMEDIATE RELEASE
OBSIDIAN ENTERPRISES PROPOSES STRATEGIC TRANSACTION
WITH NET PERCEPTIONS
Open Letter to the Net Perceptions Board of Directors Proposes Attractive
Alternative to Net Perceptions Recently Announced Proposed Plan of Liquidation
November 13, 2003, Indianapolis, Indiana -- Obsidian Enterprises, Inc. (OTC:
OBSD), a holding company headquartered in Indianapolis, Indiana, that has
historically invested in and acquired small and mid cap companies in basic
industries, announced today that it has delivered an open letter to the Board of
Directors of Net Perceptions, Inc. (Nasdaq: NETP) proposing a strategic
transaction with Net Perceptions. The text of the letter follows:
November 13, 2003
VIA TELECOPIER
Board of Directors
Net Perceptions, Inc.
7700 France Avenue South
Edina, MN 55317
Attention: Mr. John F. Kennedy, Mr. John T. Riedl and Ms. Ann L.
Winblad
Re: Strategic Transaction
Ladies and Gentlemen:
Obsidian Enterprises, Inc. ("Obsidian") is pleased to advise the Board
of Directors of Net Perceptions, Inc. ("NETP" or the "Company") that,
subject to completing confirmatory due diligence, Obsidian is prepared
to offer NETP shareholders the opportunity to receive $0.20 per share
in cash and 0.6 of a share of Obsidian common stock per share of NETP
common stock. We believe that this proposal offers your shareholders
the ability, based on recent closing prices of Obsidian common stock,
to realize a value of approximately $0.38 per share and the
opportunity to participate in the future upside that may be associated
with ownership in the combined entity. We are confident that relative
to the uncertain amount and uncertain timing of the payout under the
Company's recently announced proposed plan of liquidation, that the
NETP shareholders will find this to be a very attractive opportunity.
Assuming that we are able to successfully complete confirmatory due
diligence and negotiation and execution of mutually acceptable
definitive documentation in a timely manner, Obsidian remains open to
the potential of providing additional value to the NETP shareholders.
Obsidian is a publicly traded (OTC: OBSD) holding company
headquartered in Indianapolis, Indiana, that has historically invested
in and acquired small and mid cap companies in basic industries such
as manufacturing and transportation. Obsidian Enterprises currently
conducts business through six subsidiaries: Danzer Industries, Inc., a
manufacturer of service and utility truck bodies and accessories;
Pyramid Coach, Inc., a leading provider of corporate and celebrity
entertainer coach leases; United Trailers and Southwest Trailers
manufacturers of steel-framed cargo, racing, ATV and specialty
trailers; and U.S. Rubber Reclaiming, Inc., a butyl rubber reclaiming
operation. In our most recently completed fiscal quarter, revenues
exceeded $16.7 million.
Obsidian does not anticipate any material delay in our ability to
complete this transaction, which we would propose be structured as a
voted on merger transaction. With respect to the cash component of
this proposal, Obsidian has adequate capacity and availability under
its existing lines of credit to compete this transaction without the
need to obtain any additional financing.
In submitting this proposal, we have relied upon and assumed the
accuracy of the information contained in NETP's preliminary proxy
statement filed with the Securities and Exchange Commission on
November 4, 2003, and the other public information available with
respect to the Company.
We have engaged Acclaim Financial Group Venture III, LLC as our
strategic advisor to assist us with this transaction and to expedite
the transaction process. Obsidian is prepared to provide NETP with any
additional information that NETP may reasonably request (including
access to Obsidian's books and records) to evaluate our proposal. Our
review of the information contained in the Company's most recent proxy
filings regarding the Company's sale process that has been conducted
over the past 12 months, indicate that in the interest of the NETP
shareholders and completing a transaction that offers far superior
value to your shareholders, NETP Board of Directors should to take an
active role in working with Obsidian to complete this transaction. The
confirmatory diligence and documentation required to complete this
transaction, assuming the cooperation of NETP management and legal
advisors, can be completed in less than five business days. We do not
anticipate any material hurdles to completing a transaction and, if
any are identified by you, we are prepared to discuss these matters
with you.
Obsidian's strong preference is to complete this transaction with the
support of the Board of Directors of NETP. We encourage you to contact
our representatives at AFGIII or the undersigned to move this process
forward.
Regards,
OBSIDIAN ENTERPRISES, INC.
By: /s/ Timothy S. Durham
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Timothy S. Durham, Chief Executive Officer
Timothy S. Durham, Chairman and CEO of Obsidian, stated, "We are prepared to
deliver what we believe is a far superior alternative to the Net Perceptions
shareholders relative to the uncertain pay out recently announced by Net
Perceptions under its proposed plan of liquidation. We believe that Net
Perception shareholders will find attractive the opportunity to receive a much
more certain and timely cash payout and the opportunity to participate in the
future growth of the combined companies. Net Perceptions shareholders have
endured massive disappointment and this proposal provides the Net Perception
Board of Directors the opportunity to permit their shareholders to move forward
with an attractive alternative to liquidation."
Obsidian is a holding company headquartered in Indianapolis, Indiana. It
conducts business through six subsidiaries: Pyramid Coach, Inc., a leading
provider of corporate and celebrity entertainer coach leases; United Trailers,
Inc., and its sister company, Southwest Trailers, manufacturers of steel-framed
cargo, racing ATV and specialty trailers; U.S. Rubber Reclaiming, Inc., a
butyl-rubber reclaiming operation; John Evans Trailers, manufacturer of open bed
utility trailers; and Danzer Industries, Inc., a manufacturer of service and
utility truck bodies and accessories. More information on each of these
companies can be found online at www.obsidianenterprises.com.
THIS PRESS RELEASE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NEITHER AN
OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF NET
PERCEPTIONS, INC. OR OBSIDIAN ENTERPRISES, INC. OBSIDIAN ENTERPRISES INTENDS TO
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION TENDER OFFER DOCUMENTS WITH
RESPECT TO THE PROPOSED TENDER OFFER. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ SUCH DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL INCLUDE
IMPORTANT INFORMATION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF
ANY DOCUMENTS FILED BY OBSIDIAN ENTERPRISES WITH THE SEC AT THE SEC'S WEBSITE AT
WWW.SEC.GOV.
This press release contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on currently available competitive, financial and economic
data and management's views and assumptions regarding future events. Such
forward-looking statements are inherently uncertain. Obsidian Enterprises cannot
provide assurances that the tender offer described in this press release will be
successfully completed or that we will realize the anticipated benefits of any
transaction. Actual results may differ materially from those projected as a
result of certain risks and uncertainties, including but not limited to: global
economic and market conditions; the availability of liquidity under our existing
lines of credit; successful integration of acquired or merged businesses;
changes in interest rates; our ability to retain key management and employees;
our ability to meet demand at competitive prices in our coach leasing segment
and our trailer and related transportation equipment manufacturing segment; our
ability to successfully develop alternative sources of raw materials in our
butyl rubber reclaiming segment; relationships with significant customers; as
well as other risks and uncertainties, including but not limited to those
detailed from time to time in Obsidian Enterprises's Securities and Exchange
Commission filings.
Source: Obsidian Enterprises, Inc.
For More Information Contact:
Timothy S. Durham
Chairman & C.E.O.
Obsidian Enterprises, Inc.
tdurham@obsidianenterprises.com
317-237-4055
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