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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO

          Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of
                       the Securities Exchange Act of 1934
                               (Amendment No. 12)

                              NET PERCEPTIONS, INC.
                       (Name of Subject Company (Issuer))

                           OBSIDIAN ENTERPRISES, INC.
                       (Names of Filing Person (Offeror))

                    COMMON STOCK, PAR VALUE $.0001 PER SHARE
                         (Title of Class of Securities)
                            ________________________
                                   64107 U 101
                      (CUSIP Number of Class of Securities)

                                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**
---------------------------------------------------------------------------
                   $11,206,411                              $906.60
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*    Estimated  for  purposes  of  calculating  the  amount of filing  fee only.
     Transaction  value derived by multiplying  28,734,388 (the number of shares
     of common stock of the subject company  outstanding as of October 31, 2003)
     by $.39 (the  value of each share of subject  company  as of  December  12,
     2003).

**   The amount of the filing fee,  calculated in  accordance  with Rule 0-11 of
     the  Securities  and Exchange Act of 1934, as amended,  and Fee Advisory #6
     for Fiscal Year 2004 issued by the  Securities  and Exchange  Commission on
     November 24, 2003, equals 0.00008090% of the transaction valuation.

[X]  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:  $906.60        Filing Party: Obsidian Enterprises, Inc.
Form or Registration No.: Form S-4      Date Filed: December 15, 2003

[_]  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:[_]



This  Amendment  No. 12 amends and  supplements  the Tender  Offer  Statement on
Schedule TO originally  filed with the Securities and Exchange  Commission  (the
"Commission") on December 15, 2003, as amended and supplemented by the following
amendments (as amended and supplemented, this "Schedule TO"):

o    Amendment No. 1 filed with the Commission on December 17, 2003;

o    Amendment No. 2 filed with the Commission on December 23, 2003;

o    Amendment No. 3 filed with the Commission on January 21, 2004;

o    Amendment No. 4 filed with the Commission on February 17, 2004;

o    Amendment No. 5 filed with the Commission on February 20, 2004;

o    Amendment No. 6 filed with the Commission on February 27, 2004;

o    Amendment No. 7 filed with the Commission on March 5, 2004;

o    Amendment No. 8 filed with the Commission on March 9, 2004;

o    Amendment No. 9 filed with the Commission on March 11, 2004;

o    Amendment No. 10 filed with the Commission on March 11, 2004; and

o    Amendment No. 11 filed with the Commission on March 18, 2004.

This  Schedule TO relates to the offer (the  "Offer")  by Obsidian  Enterprises,
Inc.,  a  Delaware  corporation  ("Obsidian"),   to  exchange  each  issued  and
outstanding  share of  common  stock,  par  value  $.0001  per  share  (the "Net
Perceptions  Shares"),  of Net Perceptions,  Inc., a Delaware  corporation ("Net
Perceptions"),  for  3/100 of a share of  common  stock,  par  value  $.0001  of
Obsidian  ("Obsidian Shares") and $0.25 per share in cash. In lieu of fractional
shares,  cash will be provided in an amount equal to the value of the fractional
share.

Obsidian has filed a  registration  statement  with the  Commission  on Form S-4
(Reg.  No.  333-111191)  relating  to  the  Obsidian  Shares  to  be  issued  to
stockholders  of Net  Perceptions  in the Offer (as amended,  the  "Registration
Statement").  The  terms  and  conditions  of the  Offer  are set  forth  in the
prospectus which is a part of the Registration  Statement (the "Prospectus") and
the related Letter of Transmittal.  Obsidian has filed the following  amendments
to the Registration Statement:

o    Amendment No. 1 filed with the Commission on December 17, 2003;

o    Amendment No. 2 filed with the Commission on March 11, 2004; and

o    Amendment No. 3 filed with the Commission on March 29, 2004.

All of the  information in the Prospectus and the related Letter of Transmittal,
and any Prospectus  supplement or other supplement  thereto related to the Offer
hereafter  filed with the  Securities  and Exchange  Commission by Obsidian,  is
hereby  incorporated  by  reference  in  answer  to Items 2  through  11 of this
Schedule TO.



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ITEM 1.   SUMMARY TERM SHEET.

The  information  required by this Item is disclosed to security  holders in the
Prospectus  which meets the requirements of Rule 421(d) of the Securities Act of
1933. A summary term sheet is set forth on page 1 of the Prospectus.


ITEM 2.   SUBJECT COMPANY INFORMATION.

Name  and  address.  The  name  and  address  of  the  subject  company  is  Net
Perceptions,  Inc., having its principal executive offices at 7700 France Avenue
South, Edina, Minnesota 55435 and telephone number (952) 842-5000.

Securities.  The  subject  class  of  securities  is  the  common  stock  of Net
Perceptions,  par value  $.0001  per  share,  which  includes  associated  share
purchase rights issued pursuant to Net Perceptions'  Rights Agreement,  dated as
of June 1, 2001,  between Net Perceptions and Wells Fargo Bank Minnesota,  N.A.,
as rights agent.  In its Form 10-Q for the nine months ended September 30, 2003,
Net  Perceptions  stated  that  as of  October  31,  2003,  the  number  of  Net
Perceptions Shares issued and outstanding was 28,145,338.

Trading market and price. The information  required by this section is set forth
under the  heading  "Comparative  Market  Price  Information"  on page 50 of the
Prospectus, which is incorporated herein by this reference.

ITEM 3.   IDENTITY AND BACKGROUND OF FILING PERSONS.

Name and address. The name, address and telephone number of the filing person is
Obsidian  Enterprises,  Inc.,  111 Monument  Circle,  Suite 4800,  Indianapolis,
Indiana  46204;  (317)  237-4055.  The name and  address  of each of  Obsidian's
directors and executive officers is set forth in Annex A (beginning on page A-1)
of the Prospectus, which is incorporated herein by this reference.

Business background of entities.  Information required by this Item is set forth
under the heading  "Information  about  Obsidian  Enterprises"  on page 6 of the
Prospectus, which is incorporated herein by this reference.

Business  background  of natural  persons.  During the last five years,  none of
Obsidian,  or, to the best of its knowledge,  any of its executive  officers and
directors has (i) been  convicted in a criminal  proceeding  (excluding  traffic
violations  or similar  misdemeanors)  or (ii) been a party to any  judicial  or
administrative  proceeding  (except  for  matters  that were  dismissed  without
sanction or  settlement)  that  resulted  in a  judgment,  decree or final order
enjoining  the person  from  future  violations  of, or  prohibiting  activities
subject to, federal or state  securities  laws, or a finding of any violation of
federal  or state  securities  laws.  Each  director  and  executive  officer of
Obsidian is a U.S. citizen.

ITEM 4.   TERMS OF THE TRANSACTION.

Information  regarding  the  material  terms of the Offer is set forth under the
following  headings  of  the  Prospectus,   which  are  incorporated  herein  by
reference:

o    "The Exchange Offer," page 31 of the Prospectus;

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o    "Comparison of Rights of Holders of Obsidian  Enterprises  Common Stock and
     Net Perceptions Common Stock," page 52 of the Prospectus;

o    "Accounting Treatment," page 49 of the Prospectus; and

o    "Material U.S.  Federal Income Tax  Consequences  of the Exchange Offer and
     the Proposed Merger," page 37 of the Prospectus.

ITEM 5.   PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Information  required  by this Item is set  forth  under  the  heading  "Certain
Relationships  with  Net  Perceptions"  on page 48 of the  Prospectus,  which is
incorporated herein by this reference.

ITEM 6.   PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Purposes.  Information  required  by this  Item is set forth  under the  heading
"Purpose  of  the  Exchange  Offer;  the  Proposed  Merger"  on  page  40 of the
Prospectus, which is incorporated herein by this reference.

Plans.  Information  required by this Item is set forth under the heading "Plans
for Net  Perceptions  After the Proposed  Merger" on page 31 of the  Prospectus,
which is incorporated herein by this reference.

ITEM 7.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Source  of funds.  Information  required  by this  Item is set  forth  under the
heading  "The  Exchange  Offer  --  Consideration  to be Paid" on page 31 of the
Prospectus, which is incorporated herein by this reference.

Conditions.  Information  required  by this Item is set forth  under the heading
"The Exchange Offer --  Consideration  to be Paid" on page 31 of the Prospectus,
which is incorporated herein by this reference.

Borrowed funds. Information required by this Item is set forth under the heading
"The Exchange Offer --  Consideration  to be Paid" on page 31 of the Prospectus,
which is incorporated herein by this reference.

ITEM 8.   INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Information  required  by this Item is set  forth  under  the  heading  "Certain
Relationships  with  Net  Perceptions"  on page 48 of the  Prospectus,  which is
incorporated herein by this reference.

ITEM 9.   PERSONS/ASSETS, RETAINED EMPLOYED, COMPENSATED OR USED.

At this  time,  Obsidian  does not expect  that any  persons  will be  employed,
retained or compensated to make  solicitations or  recommendations in connection
with  the  transaction.  Obsidian  will  make any  solicitation  of  proxies  in
connection with the Offer only pursuant to separate proxy solicitation materials
complying with the requirements of Section 14(a) of the Securities  Exchange Act
of 1934.  Separate from the Offer,  Obsidian  conducted a proxy  solicitation in
connection  with a special  meeting  of Net  Perceptions'  stockholders  for the
purpose of voting on a plan of liquidation.

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ITEM 10.   FINANCIAL STATEMENTS.

Financial Information. The audited financial statements required by this section
are set forth in Item 8 on Obsidian's Form 10-K,  filed with the SEC on February
13, 2004, which is

incorporated  herein by this  reference.  A copy of Obsidian's  Form 10-K may be
obtained   on   the    Securities   and   Exchange    Commission    website   at
http://www.sec.gov.

Book value per share as of October  31,  2003 and  January 31, 2004 is set forth
under the  heading  "Comparative  Unaudited  Per  Share  Data" on page 17 of the
Prospectus, which is incorporated herein by this reference.

Pro Forma  Information.  The  information  required by this section is set forth
under the heading "Unaudited Condensed Pro Forma Combined Financial  Statements"
on page F-1 of the Prospectus, which is incorporated herein by this reference.

ITEM 11.   ADDITIONAL INFORMATION.

There is no additional information that would be material to a security holder's
decision whether to sell, tender or hold the securities sought.

ITEM 12.   EXHIBITS.

(a)(1)(i)      Form of Letter of  Transmittal  is  incorporated  by reference to
               Exhibit 99.1 to the Amendment No. 3 to Registration  Statement on
               Form S-4  (Reg.  No.  333-111191)  filed on March  29,  2004 (the
               "Registration Statement").

(a)(1)(ii)     Notice of  Guaranteed  Delivery is  incorporated  by reference to
               Exhibit 99 to the Registration Statement.

(a)(1)(iii)    Letter to Broker,  Dealers,  etc. is incorporated by reference to
               Exhibit 99 the Registration Statement.

(a)(1)(iv)     Letter  to  Clients  is   incorporated   by   reference   to  the
               Registration Statement.

(a)(4)(i)      Prospectus  relating to Obsidian Shares to be issued in the Offer
               is incorporated by reference to the Registration Statement.

(a)(5)(i)      *Text of press  release  issued by Obsidian  dated  December  17,
               2003.

(a)(5)(ii)     *Text of press release issued by Obsidian dated January 21, 2004.

(a)(5)(iii)    *Text of press  release  issued by Obsidian  dated  February  17,
               2004.

(a)(5)(iv)     *Text of press  release  issued by Obsidian  dated  February  20,
               2004.

(a)(5)(v)      *Letter to Net Perceptions' stockholders issued by Obsidian dated
               February 27, 2004.

(a)(5)(vi)     *Text of press release issued by Obsidian dated March 5, 2004.

(a)(5)(vii)    *Letter to Net Perceptions' stockholders issued by Obsidian dated
               March 4, 2004.

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(a)(5)(viii)   *Text of press release issued by Obsidian dated March 9, 2004.

(a)(5)(ix)     *Text of press release issued by Obsidian dated March 11, 2004.

(a)(5)(x)      *Text of press release issued by Obsidian dated March 18, 2004.

(b)(i)         Promissory  Note from  Obsidian in favor of Fair  Holdings,  Inc.
               dated January 2, 2002, incorporated by reference to Exhibit 10.42
               to the Registration Statement.

(b)(ii)        First Amendment to Promissory Note from Obsidian in favor of Fair
               Holdings,  Inc. dated January 2, 2003,  incorporated by reference
               to Exhibit 10.62 to the Registration Statement.

(b)(iii)       Second  Amendment to  Promissory  Note from  Obsidian in favor of
               Fair  Holdings,   Inc.  dated  April  1,  2003,  incorporated  by
               reference to Exhibit 10.68 to the Registration Statement.

(b)(iv)        Third Amendment to Promissory Note from Obsidian in favor of Fair
               Holdings,  Inc. dated February 2, 2004, incorporated by reference
               to Exhibit 10.70 to the Registration Statement.

(b)(v)         Form of Fourth  Amendment  to  Promissory  Note from  Obsidian in
               favor of Fair Holdings, Inc. incorporated by reference to Exhibit
               10.76 to the Registration Statement.

(d)            Not applicable.

(g)            Not applicable.

(h)            Tax Opinion of Barnes & Thornburg is incorporated by reference to
               Exhibit 8.1 to the Registration Statement.

*Previously filed.

ITEM 13.  INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

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