SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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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
DECEMBER 11, 2003
OBSIDIAN ENTERPRISES ANNOUNCES PLAN TO COMMENCE OFFER FOR NET PERCEPTIONS
After a Four Week Delay by Net Perceptions' Board of Directors, Obsidian Will
Now Make Offer Directly to Net Perceptions' Shareholders; Obsidian's Offer Will
Provide Net Perceptions Shareholders the Opportunity to Receive Two Shares of
Obsidian Common Stock for Each Share of Net Perceptions
INDIANAPOLIS, December 11, 2003 -- Obsidian Enterprises, Inc. (OTCBB: OBSD), a
holding company headquartered in Indianapolis announced today that it plans to
commence an offer that will provide shareholders of Net Perceptions, Inc.
(Nasdaq: NETP) the opportunity to receive two shares of Obsidian common stock
for each share of Net Perceptions common stock.
Timothy S. Durham, Chairman and CEO of Obsidian, stated, "We have tried over the
past four weeks to work with the Net Perceptions Board of Directors and they
have not responded to our proposal in a constructive manner." It is our belief
that by failing to timely and meaningfully respond to Obsidian's proposals, the
Net Perception's Board of Directors and management are not acting to maximize
the recovery for the Net Perceptions shareholders. Further delay does not serve
the shareholders' interest."
"Assuming that the Net Perception's Board of Directors and management will begin
to act in a responsible manner and remove the impediments to Obsidian's offer,
including the elimination of Net Perception's Poison Pill and Net Perceptions
taking no further action to harm the value of the enterprise, the Net
Perceptions shareholders will have the opportunity to evaluate and accept what
we believe is a far superior alternative to the uncertain and likely delayed
consideration that may be realized under the plan of liquidation proposed by the
Net Perception Board," concluded Mr. Durham.
Obsidian intends to complete the necessary initial filings with the Securities
and Exchange Commission and commence the offer for Net Perceptions within the
next 10 days.
Obsidian is a holding company headquartered in Indianapolis, Indiana. It
conducts business through five 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; 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 a registration statement and
tender offer documents with respect to the proposed transaction. 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.
tsdurham@msn.com
317-237-4055