FOR IMMEDIATE RELEASE
FEBRUARY 20, 2004
OBSIDIAN ENTERPRISES (OTCBB: OBDE) EXTENDS EXCHANGE OFFER FOR NET PERCEPTIONS'
(NASDAQ: NETP) SHARES TO MARCH 17, 2004 AND ANNOUNCES REVERSE STOCK SPLIT
INDIANAPOLIS, February 20, 2004 -- Obsidian Enterprises, Inc. (OTCBB: OBDE), a
holding company headquartered in Indianapolis, announced today that it has
extended its exchange offer for the common stock of Net Perceptions, Inc.
(NASDAQ: NETP) until 5:00 p.m., New York City time, on Wednesday, March 17,
2004. Obsidian also announced that one condition to the exchange offer, that Net
Perceptions not take further action in connection with its proposed plan of
liquidation, has been waived, but only to the extent of actions taken to date.
Other terms and conditions of the exchange offer remain unchanged.
Obsidian commenced its offer on December 15, 2004 to exchange 1/25 share of
common stock of Obsidian for each share of common stock of Net Perceptions, with
cash to be paid in lieu of fractional shares of Obsidian. Obsidian currently
does not own any of the outstanding shares of Net Perceptions. The offer was
scheduled to expire at 5:00 p.m., New York City time, on February 20, 2004. As
of the close of business on February 19, 2004, based on information received
from the exchange agent, approximately 415,864 Net Perceptions shares had been
deposited.
The offer is subject to certain conditions, including that:
o Net Perceptions take appropriate action to cause their poison pill to
not be applicable to the offer;
o Obsidian be satisfied that Section 203 of the Delaware General
Corporation Law will not be applicable to the contemplated second-step
merger; and
o stockholders tender at least 51% of the outstanding shares of common
stock of Net Perceptions.
Obsidian filed a Registration Statement on Form S-4 and a Tender Offer Statement
with the Securities and Exchange Commission on December 15, 2003 and an
amendment to each on December 17, 2003. Obsidian filed additional amendments to
the Tender Offer Statement on December 23, 2003, January 21, 2004, and February
17, 2004.
The Exchange Agent for the exchange offer is StockTrans, Inc., 44 West Lancaster
Avenue, Ardmore, Pennsylvania 19003. The Information Agent for the exchange
offer is Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York,
New York 10022. You may contact Innisfree M&A, toll-free, at (888) 750-5834 if
you had additional questions about the proposed transaction.
Obsidian also announced that its previously disclosed 1 for 50 reverse stock
split became effective for trading purposes on February 18, 2004. The exchange
offer consideration (1/25 share of Obsidian stock) reflects the reverse stock
split.
The identity of the participants in the solicitation (as defined by Schedule
14A) and a description of their direct or indirect interests are included under
the captions "Other Information" and "Schedule I - Information Concerning
Personals Who May Solicit Proxies" in the preliminary proxy materials filed by
Obsidian with the SEC on February 17, 2004.
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 has filed with the
Securities and Exchange Commission a registration statement, exchange offer
documents and preliminary proxy materials with respect to the proposed
transaction. Investors and security holders are advised to read those documents
because they include important information. Investors and security holders may
obtain a free copy of any documents filed by Obsidian with the SEC at the SEC's
website at www.sec.gov. The exchange offer, registration statement and the other
documents may also be obtained free of charge by directing a request by mail to
Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York
10022, or by calling Innisfree M&A, toll-free, at (888) 750-5834. The above
documents may also be obtained from Obsidian Enterprises, Inc. by directing a
request by mail to Obsidian Enterprises, Inc., 111 Monument Circle, Suite 4800,
Indianapolis, Indiana 46024, Attn: Rick D. Snow.
Obsidian is a holding company headquartered in Indianapolis, Indiana. It
conducts business through its subsidiaries: Pyramid Coach, Inc., a leading
provider of corporate and celebrity entertainer coach leases; United Trailers,
Inc., and its division, 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 steel-framed cargo trailers.
This press release contains "forward-looking statements." 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 cannot provide
assurances that the exchange 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'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