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: April 2, 2004
FOR IMMEDIATE RELEASE
April 2, 2004
OBSIDIAN ENTERPRISES (OTCBB: OBDE) WITHDRAWS OFFER FOR NET PERCEPTIONS (NASDAQ:
NETP)
Obsidian Withdraws Offer to Net Perceptions' Shareholders Following Sale of Net
Perceptions' Patent Portfolio
INDIANAPOLIS, April 2, 2004 -- Obsidian Enterprises, Inc. (OTCBB: OBDE), a
holding company headquartered in Indianapolis, announced today that it will
withdraw its offer to provide shareholders of Net Perceptions, Inc. (Nasdaq:
NETP) 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.
On March 31, 2004, Net Perceptions announced that it had closed the previously
announced sale of its patent portfolio. The closing of the sale caused the
failure of one of the conditions to Obsidian's exchange offer, that Net
Perceptions not effect the disposition of any assets other than in the ordinary
course of business.
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. Obsidian will promptly request that the Registration Statement be
withdrawn.
The amended offer was scheduled to expire at 5:00 PM, New York City time, on
April 14, 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 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