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 9, 2004
FOR IMMEDIATE RELEASE
MARCH 9, 2004
OBSIDIAN ENTERPRISES COMMENCES PROXY SOLICITATION IN CONNECTION WITH NET
PERCEPTIONS' SPECIAL MEETING AND URGES STOCKHOLDERS TO ACT IMMEDIATELY TO VOTE
AGAINST NET PERCEPTIONS' PLAN OF LIQUIDATION
OBSIDIAN (OTCBB: OBDE) FILES DEFINITIVE PROXY MATERIALS WITH THE SEC AND
COMMENCES SOLICITATION IN OPPOSITION TO NET PERCEPTIONS' (NASDAQ: NETP)
MANAGEMENT
INDIANAPOLIS, March 9, 2004 -- Obsidian Enterprises, Inc. (OTCBB: OBDE), a
holding company headquartered in Indianapolis, announced today that it filed
definitive proxy materials with the Securities and Exchange Commission on March
5, 2004, in connection with the special meeting of stockholders of Net
Perceptions to be held March 12, 2004, and commenced distributing its proxy
materials to Net Perceptions' stockholders. As elaborated in Obsidian's proxy
materials, Obsidian urges Net Perceptions' stockholders to vote AGAINST the plan
of liquidation proposed by Net Perceptions' management.
Obsidian previously announced that it sent a letter to Net Perceptions'
stockholders dated March 5, 2004 urging stockholders to wait to act until they
had received Obsidian's definitive proxy materials. Obsidian has mailed its
definitive proxy materials; however, stockholders who wait to act may be
deprived of their right to vote. STOCKHOLDERS WHO PLAN TO SUBMIT PROXIES IN
CONNECTION WITH THE SPECIAL MEETING ARE URGED TO ACT IMMEDIATELY. ONLY PROXIES
RECEIVED BEFORE THE SPECIAL MEETING SCHEDULED FOR 10:00 A.M., CENTRAL STANDARD
TIME, ON MARCH 12, 2004, MAY BE VOTED AT THE SPECIAL MEETING. If a stockholder
has already returned Net Perceptions' proxy card, and Obsidian does not receive
a later-dated proxy card from the stockholder before the special meeting, the
stockholder's shares will be voted in accordance with its prior proxy card. If a
stockholder has not returned any other proxy card, and Obsidian does not receive
the stockholder's proxy card before the special meeting, the non-vote of the
stockholder's shares will have the same effect as a vote AGAINST approval and
adoption of the plan of liquidation proposed by Net Perceptions' management.
Stockholders may read Obsidian's definitive proxy materials on the SEC's website
at www.sec.gov.
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, February 27, 2004, and March 5, 2004. It anticipates
filing further amendments to these documents this 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.
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 DEFINITIVE 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 definitive 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