UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1 AGENCY.COM LTD.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title and Class of Securities)
008447104
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(CUSIP Number)
Michael P. Tierney
Chief Executive Officer
Seneca Investments LLC
437 Madison Avenue
New York, New York10022
(212) 415-3787
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 14, 2001
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(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)
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)
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, 2001SENECA INVESTMENTS LLC
By: /s/ GERARD A. NEUMANN
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Chief Financial Officer
PEGASUS INVESTORS II, LP
By: Pegasus Investors II GP, LLC, its
General Partner
By: /s/ ANDREW BURSKY
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Vice President
PEGASUS INVESTORS II GP, LLC
By: /s/ ANDREW BURSKY
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Vice President
OMNICOM GROUP INC.
By: /s/ RANDALL J. WEISENBURGER
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Executive Vice President
(Page 3 of 33 Pages)
EXHIBIT INDEX
No. Description
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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
