UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 5)
NET PERCEPTIONS, INC.
(Name of Subject Company (Issuer))
OBSIDIAN ENTERPRISES, INC.
(Names of Filing Person (Offeror))
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
Transaction Valuation* Amount of Filing Fee**
$10,976,682 $888
* Estimated for purposes of calculating the amount of filing fee only.
Transaction value derived by multiplying 28,145,338 (the number of shares
of common stock of the subject company outstanding as of October 31, 2003)
by $.39 (the value of each share of subject company as of December 12,
2003).
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities and Exchange Act of 1934, as amended, and Fee Advisory #6
for Fiscal Year 2004 issued by the Securities and Exchange Commission on
November 24, 2003, equals 0.00008090% of the transaction valuation.
[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: $906.60 Filing Party: Obsidian Enterprises, Inc.
Form or Registration No.: Form S-4 Date Filed: December 15, 2003
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: [ ]
This Amendment No. 6 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission (the
"Commission") on December 15, 2003, as amended and supplemented by Amendment No.
1 thereto filed with the Commission on December 17, 2003, Amendment No. 2
thereto filed with the Commission on December 23, 2003, Amendment No. 3 thereto
filed with the Commission on January 21, 2004, Amendment No. 4 thereto filed
with the Commission on February 17, 2004, and Amendment No. 5 thereto filed with
the Commission on February 20, 2004 (as amended and supplemented, this "Schedule
TO") relating to the offer (the "Offer") by Obsidian Enterprises, Inc., a
Delaware corporation ("Obsidian"), to exchange each issued and outstanding share
of common stock, par value $.0001 per share (the "Net Perceptions Shares"), of
Net Perceptions, Inc., a Delaware corporation ("Net Perceptions"), for 1/25 of a
share of common stock, par value $.0001 of Obsidian ("Obsidian Shares"). In lieu
of fractional shares, cash will be provided in an amount equal to the value of
the fractional share.
Obsidian has filed a registration statement with the Commission on Form S-4
(Reg. No. 333-111191) relating to the Obsidian Shares to be issued to
stockholders of Net Perceptions in the Offer (the "Registration Statement"). The
terms and conditions of the Offer are set forth in the prospectus which is a
part of the Registration Statement (the "Prospectus") and the related Letter of
Transmittal.
On February 27, 2004, Obsidian distributed a letter to Net Perceptions'
shareholders, encouraging the shareholders wait until they receive Obsidian's
proxy statement before making any voting decisions on Net Perceptions' plan of
liquidation. A copy of the letter is incorporated by reference into this
Schedule TO.
ITEM 12. EXHIBITS.
(a) Letter distributed to Net Perceptions' shareholders by Obsidian, dated
February 27, 2004.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
OBSIDIAN ENTERPRISES, INC.
By: /s/ Timothy S. Durham
------------------------------------
Timothy S. Durham
Chief Executive Officer
Date: February 27, 2004