Filed by Obsidian Enterprises, Inc.
Pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Net Perceptions, Inc.
Registration Statement No. 333-111191
Date: March 5, 2004
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NET PERCEPTIONS STOCKHOLDERS:
o THE MARCH 12 SPECIAL MEETING TO APPROVE MANAGEMENT'S PROPOSED PLAN OF
LIQUIDATION IS NOW A WEEK AWAY
o OBSIDIAN'S OFFER TO EXCHANGE OUR STOCK FOR NET PERCEPTIONS STOCK IS NOW
SCHEDULED TO EXPIRE ON MARCH 17, 2004
o APPROVAL OF THE PROPOSED PLAN OF LIQUIDATION WILL:
o TERMINATE THE EXISTENCE OF NET PERCEPTIONS AND
o ELIMINATE YOUR ABILITY TO RECEIVE ANYTHING MORE FOR YOUR STOCK THAN THE
ESTIMATED, CONDITIONAL PAYMENT DESCRIBED IN MANAGEMENT'S PROXY STATEMENT
o WE STRONGLY URGE YOU NOT TO RETURN MANAGEMENT'S WHITE PROXY CARD FOR ANY
REASON
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March 4, 2004
Dear Net Perceptions, Inc. Stockholder:
As we have previously written, approval of management's proposed plan of
liquidation at the March 12 Special Meeting will effectively terminate your
company's existence. Consequently, approval will also eliminate your ability to
receive anything more for your stock than the conditional, estimated payment of
$0.45 per share, in the very best case, described in management's proxy
statement.
WE STRONGLY URGE YOU NOT TO RETURN ANY OF MANAGEMENT'S WHITE PROXY CARDS
FOR ANY REASON. We will shortly be mailing you our proxy materials that will
contain more detailed information. 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.
You should also consider that Net Perceptions' management has acknowledged
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.
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
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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 MARCH 1, 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.