Filed by Obsidian Enterprises, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: Net Perceptions, Inc.
Registration Statement No. 333-111191
Date: March 30, 2004
FOR IMMEDIATE RELEASE
MARCH 30, 2004
OBSIDIAN ENTERPRISES (OTCBB: OBDE) ANNOUNCES EXTENSION OF EXCHANGE OFFER FOR NET
PERCEPTIONS (NASDAQ: NETP)
INDIANAPOLIS, March 30, 2004 -- Obsidian Enterprises, Inc. (OTCBB: OBDE), a
holding company headquartered in Indianapolis, announced today that it has
extended its exchange offer for shares of Net Perceptions' (Nasdaq: NETP) common
stock until 5:00 p.m., New York City time, on Wednesday, April 14, 2004.
In the exchange offer, which was commenced December 15, 2004, Obsidian is
offering Net Perceptions shareholders the opportunity to receive twenty-five
cents ($0.25) per share in cash and three one-hundredths (3/100) share of
Obsidian common stock for each share of Net Perceptions common stock. 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 April 7,
2004. As of the close of business on March 26, 2004, based on information
received from the exchange agent, approximately 1,010,608 Net Perceptions shares
had been deposited.
In connection with the extension, Obsidian announced that two conditions to the
exchange offer, that Net Perceptions not take further action in connection with
its proposed plan of liquidation and that the Blakstad class action litigation
be resolved to Obsidian's reasonable satisfaction, have been removed. Other
terms and conditions of the exchange offer remain unchanged.
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 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
related to the current offer with the Securities and Exchange Commission on
December 15, 2003 and filed its most recent amendments to each on March 29,
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 have additional questions about the proposed transaction.
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 AND
EXCHANGE OFFER DOCUMENTS 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 registration statement and exchange offer documents 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