Obsidian Enterprises Commences Proxy Solicitation in Connection With Net Perceptions' Special Meeting and Urges Stockholders to
09 Mars 2004 - 11:28PM
PR Newswire (US)
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 (OTC Bulletin Board: OBDE) Files Definitive Proxy
Materials with the SEC and Commences Solicitation in Opposition to
Net Perceptions' (Nasdaq: NETP) Management INDIANAPOLIS, March 9
/PRNewswire-FirstCall/ -- Obsidian Enterprises, Inc. (BULLETIN
BOARD: 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 previouslyannounced 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 http://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 p.m., New York City time, on
March 17, 2004, unless the offer is extended. The offer is subject
to certain conditions, including that: * Net Perceptions takes
appropriate action to cause its poison pill to not be applicable to
the offer; * we are satisfied thatSection 203 of the Delaware
General Corporation Law will not be applicable to the contemplated
second-step merger; * stockholders tender at least 51% of the
outstanding shares of common stock of Net Perceptions; and * 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 http://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'
Securities and Exchange Commission filings. DATASOURCE: Obsidian
Enterprises, Inc. CONTACT: Timothy S. Durham, Chairman & C.E.O.
of Obsidian Enterprises, Inc., , +1-317-237-4055
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