SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
NET PERCEPTIONS, INC.
(Name of Subject Company (Issuer))
OBSIDIAN ENTERPRISES, INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(Title of Class of Securities)
64107 U 101
(CUSIP Number of Class of Securities)
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Timothy S. Durham
Chief Executive Officer
Obsidian Enterprises, Inc.
111 Monument Circle, Suite 4800
Indianapolis, Indiana 46204
Telephone: (317) 237-4055
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Stephen J. Dutton, Esq.
Barnes & Thornburg
11 South Meridian Street
Indianapolis, Indiana 46204
Telephone: (317) 236-1313
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
Not applicable* Not Applicable*
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*A filing fee is not required in connection with this filing as it relates
solely to preliminary communications made before the commencement of a tender
offer.
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[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer:
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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FOR IMMEDIATE RELEASE
OBSIDIAN ENTERPRISES DELIVERS IMPROVED REVISED PROPOSAL TO NET PERCEPTIONS
Obsidian's Proposal Would Provide Net Perceptions Shareholders Opportunity to
Elect to Receive Either $0.40 per Share in Cash or Two Shares of Obsidian Common
Stock
INDIANAPOLIS, December 8, 2003 -- Obsidian Enterprises, Inc. (OTCBB: OBSD), a
holding company headquartered in Indianapolis announced today that it has
delivered a letter to the Board of Directors of Net Perceptions, Inc. (Nasdaq:
NETP) proposing a revised strategic transaction with Net Perceptions. The text
of the letter follows:
As a follow up to our recent oral and written communications, this is to
again confirm that Obsidian Enterprises, Inc. ("Obsidian") is prepared to
enter into a merger agreement with Net Perceptions, Inc. ("NETP" or the
"Company"), pursuant to which NETP shareholders will have the ability to
elect to receive in respect of each share of NETP (i) $0.40 per share in
cash or (ii) two shares of Obsidian common stock.
Obsidian has provided NETP with additional information regarding Obsidian
and its financial capacity to complete this transaction, including
financial information regarding Obsidian's sources of financing that
demonstrate liquidity and financial capacity far in excess of the amount
necessary to complete this transaction. Obsidian has been informed by
NETP's financial and legal advisors that NETP's two primary areas of
concern with Obsidian's proposal relate to "certainty of financing" and
"certainty of closing." We have revised the attached proposal in an effort
to address these concerns.
An additional topic that raises some concern is NETP's apparent plan to
sell certain operating assets prior to entering into negotiations with
Obsidian. We have not been provided any of the details of this proposed
sale of assets, and must confirm that we believe this proposed asset
transaction has the potential to put our proposal at risk. We strongly
encourage NETP's Board of Directors not engage in any actions or
transactions that have the potential to jeopardize the transaction proposed
by Obsidian.
Obsidian submitted an attractive proposal to NETP over three weeks ago, has
provided additional information regarding Obsidian and its ability to
finance this transaction and offered access to any additional information
required by NETP. Obsidian believes it is appropriate for NETP's Board of
Directors to demonstrate its desire to enter into good faith negotiations
to conclude a transaction. In this regard, it is important that Obsidian
receive written confirmation that NETP is prepared to proceed with good
faith negotiations no later than 4:00 pm (New York Time) on Monday,
December 8, 2003. Obsidian continues to remain prepared to immediately
engage in negotiations to complete the definitive documentation necessary
to complete this transaction.
If you have any questions regarding this proposal, we encourage you to
contact Obsidian's legal or strategic advisors.
Timothy S. Durham, Chairman and CEO of Obsidian, stated, "This revised proposal
is a far superior alternative for the Net Perceptions shareholders and we
believe it is time for Net Perceptions' Board of Directors to move forward with
Obsidian's proposal. We are prepared to commit the resources necessary to
promptly complete this transaction."
Obsidian is a holding company headquartered in Indianapolis, Indiana. It
conducts business through six subsidiaries: Pyramid Coach, Inc., a leading
provider of corporate and celebrity entertainer coach leases; United Trailers,
Inc., and its sister company, Southwest Trailers, manufacturers of steel-framed
cargo, racing ATV and specialty trailers; U.S. Rubber Reclaiming, Inc., a
butyl-rubber reclaiming operation; John Evans Trailers, manufacturer of open bed
utility trailers; and Danzer Industries, Inc., a manufacturer of service and
utility truck bodies and accessories. More information on each of these
companies can be found online at www.obsidianenterprises.com.
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 INTENDS TO
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION A REGISTRATION STATEMENT WITH
RESPECT TO THE PROPOSED TRANSACTION. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ SUCH DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL 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.
This press release contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. 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 tender 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.
tdurham@obsidianenterprises.com
317-237-4055
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