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
FOR IMMEDIATE RELEASE
MARCH 5, 2004
OBSIDIAN ENTERPRISES INCREASES OFFER FOR NET PERCEPTIONS
Obsidian (OTCBB: OBDE) Increases Offer Directly to Net Perceptions' (Nasdaq:
NETP) Shareholders and Offers them the Opportunity to Receive Twenty Cents
($0.20) per Share in Cash and Three One-Hundredths (3/100) Share of Obsidian
Common Stock for Each Share of Net Perceptions
INDIANAPOLIS, March 5, 2004 -- Obsidian Enterprises, Inc. (OTCBB: OBDE), a
holding company headquartered in Indianapolis announced today that it will
increase its offer to provide shareholders of Net Perceptions, Inc. (Nasdaq:
NETP) the opportunity to receive twenty cents ($0.20) per share in cash and
three one-hundredths (3/100) share of Obsidian common stock for each share of
Net Perceptions common stock. Prior to its 50:1 reverse split, Obsidian had
offered two shares of its common stock for one share of Net Perceptions common
stock. This new offer is equivalent to one and one-half shares of Obsidian stock
(at pre 50:1 split levels) and twenty cents ($0.20) per share in cash for each
share of Net Perceptions common stock.
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, February 17,
2004, February 20, 2004, and February 27, 2004. It anticipates filing amendments
to these documents embodying these terms early next week.
The amended offer is scheduled to expire at 5:00 PM, New York City time, on
March 17, 2004, unless the offer is extended. The offer is subject to certain
conditions, including that:
o Net Perceptions takes appropriate action to cause its poison pill to
not be applicable to the offer;
o we are satisfied that Section 203 of the Delaware General Corporation
Law will not be applicable to the contemplated second-step merger;
o stockholders tender at least 51% of the outstanding shares of common
stock of Net Perceptions; and
o Net Perceptions not take any further action in connection with the
liquidation or dissolution of Net Perceptions.
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.
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.
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 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 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 ENTERPRISES WITH THE SEC
AT THE SEC'S WEBSITE AT WWW.SEC.GOV. The exchange offer documents, registration
statement and preliminary proxy materials 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.
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 Enterprises 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 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