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 11, 2004
FOR IMMEDIATE RELEASE
MARCH 11, 2004
Obsidian (OTCBB: OBDE) Releases Statement Responding to Release by Net
Perceptions' (Nasdaq: NETP) Management
INDIANAPOLIS, March 11, 2004 -- Obsidian Enterprises, Inc. released a statement
by its Chairman Timothy S. Durham:
"We were disappointed in the lack of balance in the Press Release issued by
Net Perceptions on March 10, 2004.
The Board stated that "officers and directors of Obsidian would own
approximately 70% of Obsidian's common stock, on a fully diluted
basis. In fact, a substantial portion of those shares are owned by
Obsidian Capital Partners, not our officers or directors, and we
anticipate distributing those shares to the members of Obsidian
Capital Partners within the next 60 days.
The Release focused on a comment on liquidity by Candlewood but failed
to consider our announced intention, following the consummation of the
transaction with Net Perceptions, to apply for listing on the Nasdaq
Small Cap Market, and the increased number of shares that would be
issued to the shareholders of Net Perceptions and available for
trading. The bulk of the shares distributed to the partners of
Obsidian Capital Partners would also be available for trading. As we
have previously indicated, while we believe that we will satisfy the
conditions for initial inclusion, Nasdaq exercises discretion in
determining whether to include a security in its markets. Nasdaq may
not approve our listing application.
Again, the Release noted our "high level of debt" but did not mention
that the transaction would have the effect of significantly increasing
the equity base of Obsidian and reducing the level of debt.
The Board referred to one condition to our exchange offer (related to
the sale of Net Perceptions' patent portfolio) but failed to mention
the three conditions which we have identified as significant, two of
which (the poison pill and the Section 203 conditions) are totally
within the Board's control. If the plan of liquidation is not
approved, we are prepared to waive the condition affected by the
patent portfolio sale to the extent of actions taken by Net
Perceptions to date.
Obsidian remains committed to pursuing the acquisition of Net
Perceptions and urges shareholders to vote AGAINST the plan of
liquidation."
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 is filing amendments to each
today.
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