Seneca Investments LLC, et al. – ‘SC 13D/A’ on 5/15/01 re: Agency Com Ltd – EX-99.2

On:  Tuesday, 5/15/01, at 11:03am ET   ·   Accession #:  912057-1-515718   ·   File #:  5-57983

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           4     13K 
                          Ownership                                              
 2: EX-99.1     Miscellaneous Exhibit                                 28    105K 
 3: EX-99.2     Miscellaneous Exhibit                                  1      8K 

EX-99.2   —   Miscellaneous Exhibit

EX-99.2
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                                                                     EXHIBIT 2

 [SENECA INVESTMENTS LLC LETTERHEAD]

May 14, 2001

To the Board of Directors of Agency.com Ltd.                                    
20 Exchange Place                                                               
New York, New York 10005                                                        

Gentlemen:                                                                      

We own 45.3% of the Agency.com Ltd. common shares. In addition, we have entered 
into a binding agreement to acquire an additional 20.4% of the outstanding      
shares. The ultimate consideration to be paid for these shares is calculated    
under an earn-out structure. Under this structure, a payment of $0.94 per share 
would be made at the closing, an additional $0.47 per share would subsequently  
be paid and further payments, if any, would depend on substantial improvements  
in the Company's results of operations through December 31, 2006.               

We propose to acquire the 15.1 million shares held by other stockholders for    
$3.00 per share. Payment would be made in cash at closing and not be dependent  
on the Company's future results of operations. The $3.00 per share price        
represents an 84.9% premium over average market prices for the 60 calendar days 
ending May 11, 2001, and a 46.3% premium to the $2.05 per share closing price   
for the Company common stock on May 11th.                                       

We have on hand sufficient cash and other financial resources to complete the   
transaction. The completion of the transaction would be subject only to approval
by the Company's Board of Directors or an authorized committee, participation in
the transaction by the holders of at least two-thirds of the Company shares not 
owned by us or under contract to purchase, the execution of mutually            
satisfactory customary documentation and similar conditions customary for a     
transaction of this type, such as regulatory approvals. We will furnish forms of
such documentation to you at your request.                                      

We are, of course, willing to meet with you to discuss any aspect of our        
proposal, and will make ourselves available to you for this purpose at your     
convenience.                                                                    

We look forward to hearing from you as soon as reasonably practicable.          

Very truly yours,                                                               

/s/ MICHAEL P. TIERNEY                                                          

Michael P. Tierney                                                              
Chief Executive Officer                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
		12/31/06
Filed on:		5/15/01		10-Q
		5/14/01		SC 13D,  SC 13G
		5/11/01
				List all Filings