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

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 

SC 13D/A   —   Amendment to General Statement of Beneficial Ownership
Document Table of Contents

SC 13D/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
 Under the Securities Exchange Act of 1934

 AMENDMENT NO. 1

 AGENCY.COM LTD.
 ---------------
(Name of Issuer)

 COMMON STOCK, $.001 PAR VALUE
 -----------------------------
 (Title and Class of Securities)

 008447104
 ---------
(CUSIP Number)

Michael P. Tierney
 Chief Executive Officer
Seneca Investments LLC
437 Madison Avenue
New York, New York 10022
(212) 415-3787
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

MAY 14, 2001
 -------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

       If the filing person has previously filed a statement on Schedule 13G
      to report the acquisition which is the subject of this Schedule 13D,
         and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box |_|.                 

       NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits.      
  Seess.240.13d-7 for other parties to whom copies are to be sent.

       *The remainder of this cover page shall be filled out for a reporting
        person's initial filing on this form with respect to the subject class
        of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. 

        The information required on the remainder of this cover page shall not
         be deemed to be "filed" for the purpose of Section 18 of the Securities
         Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
         that section of the Act but shall be subject to all other provisions of
the Act.                                                      

(Page 1 of 33 Pages)

SC 13D/A
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       This amendment supplements the information set forth in the Statement
on Schedule 13D (as amended, this "Statement") filed on May 14, 2001 relating to
the common stock of Agency.com Ltd.                                             

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

Item 7 is hereby amended as follows:                                            

1.       Share Purchase Agreement dated as of May 14, 2001 by and among Seneca  
Investments LLC, E-Services Investments Agency Sub LLC and the
stockholders party thereto (filed herewith).                  

2.       Letter dated May 14, 2001 from Seneca to Agency.com Ltd. (filed        
herewith).                                                    

3.       Registration rights agreement (incorporated by reference to Exhibit    
10.18 of Agency.com Ltd.'s Registration Statement on Form S-1,
Amendment No. 4, filed on November 24, 2000).                 

4.       Joint Filing Agreement dated as of May 14, 2001 (previously filed).    

(Page 2 of 33 Pages)

SC 13D/A
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 SIGNATURE

         After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this      
statement is true, complete and correct.                                        

May 15, 2001                                                                    

SENECA INVESTMENTS LLC

        By:      /s/ GERARD A. NEUMANN
                          ----------------------------------------
                   Chief Financial Officer

  PEGASUS INVESTORS II, LP

               By: Pegasus Investors II GP, LLC, its
           General Partner

    By:      /s/ ANDREW BURSKY
                          ----------------------------------------
          Vice President

      PEGASUS INVESTORS II GP, LLC

    By:      /s/ ANDREW BURSKY
                          ----------------------------------------
          Vice President

OMNICOM GROUP INC.    

              By:      /s/ RANDALL J. WEISENBURGER
                          ----------------------------------------
                    Executive Vice President

(Page 3 of 33 Pages)

SC 13D/A
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 EXHIBIT INDEX

No.      Description                                                            
---      -----------                                                            

1.       Share Purchase Agreement dated as of May 14, 2001 by and among Seneca  
Investments LLC, E-Services Investments Agency Sub LLC and the
stockholders party thereto (filed herewith).                  

2.       Letter dated May 14, 2001 from Seneca to Agency.com Ltd. (filed        
herewith).                                                    

3.       Registration rights agreement (incorporated by reference to Exhibit    
10.18 of Agency.com Ltd.'s Registration Statement on Form S-1,
Amendment No. 4, filed on November 24, 2000).                 

4.       Joint Filing Agreement dated as of May 14, 2001 (previously filed).    

(Page 4 of 33 Pages)

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/15/01		3					10-Q
		5/14/01		1		4			SC 13D,  SC 13G
		11/24/00		2		4
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