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AN IMPORTANT MESSAGE FOR NET PERCEPTIONS STOCKHOLDERS
o APPROVAL OF MANAGEMENT'S PROPOSED LIQUIDATION COULD JEOPARDIZE YOUR ABILITY
TO RECEIVE THE FULL VALUE OF YOUR INVESTMENT
o YOU, THE STOCKHOLDERS, SHOULD HAVE THE RIGHT TO CHOOSE THE BEST WAY TO
RECEIVE FULL VALUE FOR YOUR INVESTMENT!
o DO NOT RETURN MANAGEMENT'S WHITE PROXY CARD FOR ANY REASON, EVEN AS A
PROTEST!
o WAIT UNTIL YOU HAVE RECEIVED OUR PROXY STATEMENT AND BLUE PROXY CARD BEFORE
MAKING ANY VOTING DECISIONS
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February 27, 2004
Dear Net Perceptions, Inc. Stockholder:
As you may know, the Net Perceptions Board of Directors and management are
seeking your support for their proposed plan of liquidation at the upcoming
Special Meeting of Stockholders currently scheduled for March 12, 2004. The
approval of that plan will effectively terminate your company's existence and
eliminate your ability to receive anything more for your stock than the
conditional payment described in management's proxy statement.
We, Obsidian Enterprises, Inc., believe that management's conditional,
estimated payout, $0.45 per share in the very best case, does not represent the
full value of your investment. As an alternative, Obsidian has offered to
exchange 1/25 share of Obsidian common stock for each Net Perceptions share.
You should also consider that if the proposed plan of liquidation is
approved and carried out, YOU MAY STILL BE LIABLE TO REPAY UP TO THE ENTIRE
AMOUNT OF ANY PAYOUT, INCLUDING LAST FALL'S SPECIAL PAYOUT OF $1.50 PER SHARE,
if management underestimates its liabilities, including those from the several
lawsuits still pending against the company. That's not just us telling you that.
Net Perceptions' Board and management say the same thing in their February 12
proxy materials!
We will shortly be mailing you our definitive proxy materials that will
contain more detailed information and a BLUE proxy card. Until you receive that
information, we strongly urge you not to return any white proxy card sent to you
by Net Perceptions' management. WAIT until you have received our detailed proxy
materials and BLUE proxy card BEFORE making any voting decisions on the
important matters to be considered at the Special Meeting.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL OUR PROXY SOLICITOR, INNISFREE M&A
INCORPORATED, TOLL-FREE, AT 1-888-750-5834.
Sincerely,
/s/ Timothy S. Durham
Timothy S. Durham
Chairman and Chief Executive Officer
Obsidian Enterprises, Inc.
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
PERSONS WHO MAY SOLICIT PROXIES" IN THE PRELIMINARY PROXY MATERIALS FILED BY
OBSIDIAN WITH THE SEC ON FEBRUARY 17, 2004.
THIS COMMUNICATION RELATES ONLY TO THE SPECIAL MEETING OF STOCKHOLDERS AT WHICH
THE PLAN OF LIQUIDATION PROPOSAL WILL BE CONSIDERED. IT 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 toll-free (888) 750-5834, and 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.