Filed by Obsidian Enterprises, Inc.
Pursuant to Rule 425
under the Securities Act of 1933
Subject Company: Net Perceptions, Inc.
Commission File No. 000-25781
Date: December 17, 2003
FOR IMMEDIATE RELEASE
DECEMBER 17, 2003
OBSIDIAN ENTERPRISES COMMENCES OFFER FOR NET PERCEPTIONS
Obsidian Makes Offer Directly to Net Perceptions' Shareholders and Offers Them
the Opportunity to Receive Two Shares of Obsidian Common Stock for Each Share of
Net Perceptions
INDIANAPOLIS, December 17, 2003 -- Obsidian Enterprises, Inc. (OTCBB: OBSD), a
holding company headquartered in Indianapolis announced today that it has
formally commenced an offer that will provide shareholders of Net Perceptions,
Inc. (Nasdaq: NETP) the opportunity to receive two shares of Obsidian common
stock for each share of Net Perceptions common stock. Obsidian filed an S-4
Registration Statement and Tender Offer Schedule with the Securities and
Exchange Commission on December 15, 2003 and an amendment to each on December
17, 2003.
The offer is scheduled to expire at 5:00 PM, New York City time, on February 20,
2004, unless the offer is extended. The offer is subject to certain conditions,
including that:
o Net Perceptions take appropriate action to cause their 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; and
o stockholders tender at least 51% of the outstanding shares of common
stock 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 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 exchange offer, registration statement 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