SEC Info - Seneca Investments LLC, et al. - ‘SC 13D’ on 5/14/01 re: Agency Com Ltd

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Seneca Investments LLC, et al. – ‘SC 13D’ on 5/14/01 re: Agency Com Ltd

On: Monday, 5/14/01, at 5:21pm ET · Accession #: 912057-1-515460 · File #: 5-57983

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/14/01  Seneca Investments LLC            SC 13D                 2:32K  Agency Com Ltd                    Merrill Corp/FA
          Omnicom Group Inc.
          Pegasus Investors II GP, LLC
          Pegasus Investors II, LP
          Seneca Investments LLC

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             15     51K 
 2: EX-99.4     Miscellaneous Exhibit                                  1      5K

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of the Transaction Security and Issuer Share Purchase Agreement Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
6	Item 1. Security and Issuer
"	Item 2. Identity and Background
7	Share Purchase Agreement
8	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of the Transaction
9	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
10	Item 7. Material to Be Filed as Exhibits

SC 13D 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
 Under the Securities Exchange Act of 1934

 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 2, 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.                                                          

SC 13D 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
-------------------                                           ------------------
CUSIP NO. 008447104                   13D                     PAGE 2 OF 16 PAGES
-------------------                                           ------------------

--------------------------------------------------------------------------------
1         NAME OF REPORTING PERSONS                                 
   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Seneca Investments LLC                          
--------------------------------------------------------------------------------
      2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)  |_|
                                                                        (b)  |_|

--------------------------------------------------------------------------------
3         SEC USE ONLY                                              

--------------------------------------------------------------------------------
4         SOURCE OF FUNDS                                           

OO                                              
--------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED  
                PURSUANT TO ITEM 2(D) OR 2(E)                                |_|

--------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION                      

Delaware                                        
--------------------------------------------------------------------------------
          7        SOLE VOTING POWER

                    19,928,278 shares*
                                ------------------------------------------------
NUMBER OF               8        SHARED VOTING POWER            
SHARES                                                        
BENEFICIALLY                       None                             
        OWNED BY                ------------------------------------------------
EACH                  9        SOLE DISPOSITIVE POWER       
REPORTING                                                       
PERSON WITH                       19,928,278 shares*              
                                ------------------------------------------------
                 10       SHARED DISPOSITIVE POWER

      None
--------------------------------------------------------------------------------
  11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,928,278 shares*                              
--------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES    
CERTAIN SHARES* |_|                             

--------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)        

45.3%                                           
--------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON                                  

OO                                              
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!

*      Excludes 8,966,715 shares of Agency.com Ltd. common shares owned by      
certain shareholders of Agency.com Ltd. to be acquired by Seneca  
     Investments LLC pursuant to a Share Purchase Agreement, dated as of May
    14, 2001, to which Seneca Investments LLC is a party. Seneca disclaims
beneficial ownership of those shares.                             

(Page 2 of 16 Pages)

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-------------------                                           ------------------
CUSIP NO. 008447104                   13D                     PAGE 3 OF 16 PAGES
-------------------                                           ------------------

--------------------------------------------------------------------------------
1         NAME OF REPORTING PERSONS                                 
   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Pegasus Investors II, LP                        
--------------------------------------------------------------------------------
      2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)  |_|
                                                                        (b)  |_|

--------------------------------------------------------------------------------
3         SEC USE ONLY                                              

--------------------------------------------------------------------------------
4         SOURCE OF FUNDS                                           

OO                                              
--------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED  
                PURSUANT TO ITEM 2(D) OR 2(E)                                |_|

--------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION                      

Delaware                                        
--------------------------------------------------------------------------------
          7        SOLE VOTING POWER

                   None (See Item 5)
                                ------------------------------------------------
NUMBER OF               8        SHARED VOTING POWER            
SHARES                                                        
BENEFICIALLY                       None                             
        OWNED BY                ------------------------------------------------
EACH                  9        SOLE DISPOSITIVE POWER       
REPORTING                                                       
PERSON WITH                       None (See Item 5)               
                                ------------------------------------------------
                 10       SHARED DISPOSITIVE POWER

      None
--------------------------------------------------------------------------------
  11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

None (See Item 5)                               
--------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES    
CERTAIN SHARES* |_|                             

--------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)        

None (See Item 5)                               
--------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON                                  

PN                                              
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!

(Page 3 of 16 Pages)

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-------------------                                           ------------------
CUSIP NO. 008447104                   13D                     PAGE 4 OF 16 PAGES
-------------------                                           ------------------

--------------------------------------------------------------------------------
1         NAME OF REPORTING PERSONS                                 
   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Pegasus Investors II GP, LLC                    
--------------------------------------------------------------------------------
      2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)  |_|
                                                                        (b)  |_|

--------------------------------------------------------------------------------
3         SEC USE ONLY                                              

--------------------------------------------------------------------------------
4         SOURCE OF FUNDS                                           

OO                                              
--------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED  
                PURSUANT TO ITEM 2(D) OR 2(E)                                |_|

--------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION                      

Delaware                                        
--------------------------------------------------------------------------------
          7        SOLE VOTING POWER

                   None (See Item 5)
                                ------------------------------------------------
NUMBER OF               8        SHARED VOTING POWER            
SHARES                                                        
BENEFICIALLY                       None                             
        OWNED BY                ------------------------------------------------
EACH                  9        SOLE DISPOSITIVE POWER       
REPORTING                                                       
PERSON WITH                       None (See Item 5)               
                                ------------------------------------------------
                 10       SHARED DISPOSITIVE POWER

      None
--------------------------------------------------------------------------------
  11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

None (See Item 5)                               
--------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES    
CERTAIN SHARES* |_|                             

--------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)        

None (See Item 5)                               
--------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON                                  

OO                                              
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!

(Page 4 of 16 Pages)

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-------------------                                           ------------------
CUSIP NO. 008447104                   13D                     PAGE 2 OF 16 PAGES
-------------------                                           ------------------

--------------------------------------------------------------------------------
1         NAME OF REPORTING PERSONS                                 
   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Omnicom Group Inc.                              
--------------------------------------------------------------------------------
      2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)  |_|
                                                                        (b)  |_|

--------------------------------------------------------------------------------
3         SEC USE ONLY                                              

--------------------------------------------------------------------------------
4         SOURCE OF FUNDS                                           

OO                                              
--------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED  
                PURSUANT TO ITEM 2(D) OR 2(E)                                |_|
--------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION                      

New York                                        
--------------------------------------------------------------------------------
          7        SOLE VOTING POWER

                   None (See Item 5)
        NUMBER OF               ------------------------------------------------
SHARES                 8        SHARED VOTING POWER           
BENEFICIALLY                                                        
OWNED BY                         None                           
          EACH                  ------------------------------------------------
REPORTING               9        SOLE DISPOSITIVE POWER         
PERSON WITH                                                       
                   None (See Item 5)
                                ------------------------------------------------
                 10       SHARED DISPOSITIVE POWER

      None
--------------------------------------------------------------------------------
  11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

None (See Item 5)                               
--------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES    
CERTAIN SHARES* |_|                             

--------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)        

None (See Item 5)                               
--------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON                                  

CO                                              
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!

(Page 5 of 16 Pages)

SC 13D 6th Page of 15 TOC 1st Previous Next ↓Bottom Just 6th
ITEM 1.  SECURITY AND ISSUER                                                    

         This Statement on Schedule 13D (this "Statement") relates to the common
stock of Agency.com Ltd. (the "Company"). The principal executive offices of the
Company are located at 20 Exchange Place, New York, New York 10005.             

ITEM 2.  IDENTITY AND BACKGROUND.                                               

FORMATION OF SENECA                                                             

       This Statement is filed by Seneca Investments LLC, a Delaware limited
liability company ("Seneca"). Pegasus Investors II GP, LLC, a Delaware limited  
liability company ("Pegasus"), Pegasus Investors II, LP, a Delaware limited     
partnership ("Pegasus Investors"), and Omnicom Group Inc., a New York           
corporation ("Omnicom"), have joined in this filing in the event that they may  
be deemed to constitute beneficial owners of the Company common shares to which 
this Statement relates under Rule 13d-3 under the Act. Each of Pegasus, Pegasus 
Investors and Omnicom disclaims such beneficial ownership.                      

        Seneca was formed by Pegasus E-Services Holdings ("Holdings"), Pegasus
Partners II, LP ("Pegasus Partners") and Omnicom for the purpose of investing in
e-services companies. Seneca's address and principal office are at 437 Madison  
Avenue, New York, New York 10022.                                               

     All of Seneca's common stock is owned by Holdings; all of Holdings'
membership interests are owned by Pegasus Partners.                             

Pegasus, is the general partner of Pegasus Investors and is   
principally engaged in the business of serving as the general partner of        
Pegasus Investors. Pegasus is wholly owned by Pegasus Capital LLC, an entity    
controlled by Craig Cogut. Pegasus Investors is the general partner of          
Pegasus Partners and is principally engaged in the business of serving as the   
general partner of Pegasus Partners. Pegasus Partners is principally engaged    
in the business of investment in securities and is the sole member and          
manager of Holdings. Holdings is the sole holder of Seneca's common stock and   
has the power to appoint all of the directors to Seneca's board. The address    
and principal executive office of each of Pegasus, Pegasus Investors, Pegasus   
Partners and Holdings is 99 River Road, Cos Cob, Connecticut 06807.             

       In connection with Seneca's formation, Omnicom contributed all of the
equity of Communicade LLC ("Communicade") to Seneca and received all of the 8.5%
cumulative nonconvertible preferred stock in Seneca having an aggregate         
liquidation preference of $325.0 million. Omnicom's address and principal office
are at 437 Madison Avenue, New York, New York 10022. At the time of formation,  
Communicade held investments in e-services companies, including shares in the   
Company representing 33.5% of its outstanding common shares, assuming the       
exercise of outstanding warrants to purchase common shares (but not options).   
Following Seneca's formation, one of the two Omnicom officers who were          
members of the Company's Board of Directors resigned, and Communicade's         
employees became employees of Seneca. In addition, Seneca acquired beneficial   

(Page 6 of 16 Pages)

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ownership of warrants to purchase an additional 5,168,000 Company common shares 
in privately negotiated transactions for a total price, including assumed debt, 
of $15.5 million.                                                               

SHARE PURCHASE AGREEMENT                                                        

   Seneca and a Seneca subsidiary have entered into a Share Purchase
Agreement, dated as of May 14, 2001 (the "Share Purchase Agreement"), with three
stockholders of the Company, including its chief executive officer              
(collectively, the "Stockholders"), pursuant to which Seneca or its affiliates  
has agreed, subject to the terms and conditions therein, to acquire an          
additional 8,966,715 Company common shares from the Stockholders. The closing of
this purchase is subject to various conditions, including the expiration of the 
waiting period under the Hart-Scott-Rodino Antitrust Act of 1976, as amended.   
The purchase price payable for these shares is based upon an earn-out formula   
which, in general, is a multiple of 10 or 12 times the Company's average annual 
profit after tax (as defined in the Share Purchase Agreement) for the three     
years ending December 31, 2006. Certain advance payments are required to be made
under the earn-out formula, including $0.94 per share at the closing and $0.47  
per share if Seneca acquires 100% of the Company common shares. The earn-out    
formula is set forth in the Share Purchase Agreement, which will be attached as 
Exhibit 1 hereto as promptly as practicable after the date hereof and           
incorporated by this reference. The foregoing description is qualified in its   
entirety by reference to the full text of the Share Purchase Agreement.         

MERGER PROPOSAL                                                                 

  See Item 4 for a description of a proposal made by Seneca to the
Company on May 14, 2001.                                                        

OTHER INFORMATION                                                               

    Set forth in Schedule 1 attached hereto and incorporated herein by
reference, are the names, principal occupation and citizenship of each executive
officer and director of the filing parties. The business addresses of each of   
these individuals is the same as the filing party for which they are listed.    
During the last five years, none of the filing parties, Pegasus Partners or     
Holdings, or, to the best of their respective knowledge, any executive officer  
or director of such entities, has been convicted in a criminal proceeding       
(excluding traffic violations or similar misdemeanors) or has been a party to a 
civil proceeding of a judicial or administrative body of competent jurisdiction 
and as a result of such proceeding was or is subject to a judgment, decree or   
final order enjoining future violations of, or prohibiting or mandating         
activities subject to, Federal or state securities laws or finding any violation
with respect to such laws.                                                      

The filing of this Schedule 13D is not an admission that any filing party is,   
for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of    
1934, or for any other purpose, the beneficial owner of any Company shares other
than those Company common shares over which the filing party has voting and     
dispositive power as reported herein. The filing of this Schedule 13D is not an 
admission or indication that any filing party has any interest in any securities
held by any other person or persons other than securities held for their own    
account. Furthermore, each of the filing parties disclaims beneficial ownership 
of any of the Company common shares beneficially owned by the Stockholders,     
except to the extent that the filing parties are deemed to have beneficial      
ownership pursuant to the Share Purchase Agreement. The filing of this Schedule 
13D is not an admission or indication of the                                    

(Page 7 of 16 Pages)

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existence of a "group" among any or all of the filing parties or among any or   
all of the filing parties and any or all of the other persons named as an       
officer, director, partner or other affiliate of any filing party, in each case 
within the meaning of Section 13(d)(3) of the Act. Finally, each filing party   
expressly disclaims responsibility to update this Schedule 13D on behalf of any 
other filing party. Each filing party makes the statements contained herein only
as to itself and has no responsibility for the accuracy or completeness of any  
statement made by any other filing party.                                       

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

        Seneca acquired the shares to which this statement relates as a result
of the transactions described in Item 2. Accordingly, no purchase price was     
specifically assigned to the Company common shares or any other securities      
contributed to Seneca in connection with its formation. If the transactions     
contemplated by the Share Purchase Agreement are consummated, the purchase price
payable will be paid in accordance with the Share Purchase Agreement described  
in Item 2 and filed as Exhibit 1 and the source of funds to purchase such       
Company common shares will be internal working capital.                         

        Seneca beneficially owns 19,928,278 Company common shares, or 45.3% of
the total number of outstanding Company common shares, assuming the exercise of 
outstanding warrants to purchase common shares (but not options). Pursuant to   
the Share Purchase Agreement, Seneca has agreed to acquire an additional        
8,966,715 Company common shares, or 20.4% of the total outstanding Company      
common shares, assuming the exercise of outstanding warrants to purchase common 
shares (but not options). However, Seneca disclaims beneficial ownership of     
those shares until the closing of the transactions contemplated by the Share    
Purchase Agreement.                                                             

ITEM 4.  PURPOSE OF THE TRANSACTION.                                            

   Seneca acquired the Company common shares to which this Statement
relates in connection with its formation and may acquire the additional Company 
common shares pursuant to the Share Purchase Agreement. Given that the Share    
Purchase Agreement is subject to the conditions set forth in Item 2, there can  
be no assurance that the transactions contemplated thereby will be completed.   

    Simultaneously with the execution of the Share Purchase Agreement,
Seneca made a proposal to the Company's Board of Directors to acquire all of the
remaining outstanding Company common shares at $3.00 per share in cash. A copy  
of the proposal will be filed as Exhibit 2 hereto as promptly as practicable    
after the date hereof. There can be no assurance that Seneca will reach a       
definitive agreement with the Company regarding such an acquisition or, if such 
an agreement is reached, as to the timing or terms thereof.                     

         Except as described above, as of the date of this Statement, Seneca has
no present plans or proposals of a type requiring disclosure under Item 4(b) of 
Schedule 13D, including effecting changes to the Company's Board of Directors as
presently constituted. Seneca reserves the right, however, to take such actions 
as it may determine to be appropriate in the future, including seeking to effect
such changes.                                                                   

(Page 8 of 16 Pages)

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ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

                                                                [Download Table]
                                                                              
(a)  Aggregate number of Company common shares outstanding:        38,832,317*
     Aggregate number of Company common shares outstanding,                   
       assuming the exercise of outstanding warrants to purchase              
       common shares (but not options):                            44,000,317*
     Number of Company common shares owned by Seneca:              14,760,278 
     Number of Company common shares owned by Seneca through                  
       warrants:                                                    5,168,000 
     Percent beneficially owned by Seneca, assuming the exercise              
       of outstanding warrants to purchase common shares (but not             
       options):                                                         45.3%

-------------------                             
           * Based on the most recent information furnished to Seneca.

      If the Company common shares subject to the Share Purchase Agreement
are so acquired, Seneca will own more than a majority of the  
         outstanding Company common shares, assuming the exercise of outstanding
warrants to purchase common shares (but not options).         

    (b)    Seneca has sole power to vote and dispose of the 19,928,278
      Company common shares to which this statement relates.

(c)    Not applicable.                                        

     (d)    Not applicable. Pursuant to the preference provisions of the
                Seneca preferred stock, upon Seneca's sales of assets, including
            the shares to which this Statement relates, depending on the
                circumstances, Seneca may be required to redeem a portion of its
           preferred stock, all of which is currently held by Omnicom.

(e)    Not applicable.                                        

        By the terms of the Share Purchase Agreement, Seneca agreed to acquire
8,966,715 Company common shares. Seneca believes that these shares represent    
20.4% of the outstanding Company common shares, assuming the exercise of        
outstanding warrants to purchase Company common shares (but not options). Each  
of the filing parties disclaims beneficial ownership of these shares.           
Furthermore, Pegasus Investors, Pegasus and Omnicom disclaim beneficial         
ownership of all other Company common shares to which this Statement relates.   
See Item 2.                                                                     

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.                                                       

Item 2 is hereby incorporated into this Item 6                

         Seneca, as the sole holder of Communicade's equity, has the right to up
to three demand registrations and the right, subject to certain restrictions, to
join in other registrations. A copy of the                                      

(Page 9 of 16 Pages)

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registration rights agreement providing these rights is filed as Exhibit 1      
hereto and is incorporated by reference.                                        

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

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 (to be filed by amendment).            

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

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.                         

(Page 10 of 16 Pages) 

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 SIGNATURE

     After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this    
statement is true, complete and correct and agrees that this Statement may be   
filed on behalf of the undersigned by Seneca Investments LLC.                   

May 14, 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 11 of 16 Pages) 

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                                                                      SCHEDULE 1

ITEM 2:  IDENTITY AND BACKGROUND                                                

       The following table sets forth the name, present principal occupation
or employment of each director and executive officer of Seneca, Pegasus and     
Pegasus Investors. Unless otherwise indicated below, each individual is a       
citizen of the United States of America.                                        

SENECA INVESTMENTS LLC                                                          
----------------------                                                          

Name                                Present Principal Occupation or Employment  
----                                ------------------------------------------  

Michael P. Tierney                  Chief Executive Officer and Director of     
                                    Seneca Investments LLC; prior thereto, Chief
                             Executive Officer of Communicade Inc.

Gerard A. Neumann                   Vice President, Chief Financial Officer,    
                         Treasurer and Secretary of Seneca
                            Investments LLC; prior thereto, Vice
                                   President and Treasurer of Communicade Inc.

PEGASUS INVESTORS II, LP                                                        
------------------------                                                        

General Partner: Pegasus Investors II GP, LLC                                   

PEGASUS INVESTORS II GP, LLC                                                    
----------------------------                                                    

Name                                Present Principal Occupation or Employment  
----                                ------------------------------------------  

Craig Cogut                         President                                   

Andrew Bursky                       Vice President                              

David Uri                           Vice President                              

Rodney Cohen                        Vice President                              

Jonathan Berger                     Vice President                              

Eileen Ambach                       Chief Financial Officer                     

OMNICOM GROUP INC.                                                              
------------------                                                              

Name                                Present Principal Occupation or Employment  
----                                ------------------------------------------  

Philip J. Angelastro                Controller of Omnicom Group Inc.            

Richard I. Beattie                  Director of Omnicom Group Inc.; Partner,    
                   Simpson, Thacher & Bartlett

(Page 12 of 16 Pages) 

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                                                        [Enlarge/Download Table]
                                                                                                                      
Bernard Brochand                Director of Omnicom Group Inc.; Vice Chairman DDB Worldwide Communications Group      
                                Inc., a subsidiary of Omnicom Group Inc. (Citizen of France)                          

Robert J. Callander             Director of Omnicom Group Inc.; Retired Chairman of Chemical Banking Corporation;     
                                Retired Executive-in-Residence, Columbia School of Business                           

James A. Cannon                 Director of Omnicom Group Inc.; Vice Chairman and Chief Financial Officer of BBDO     
                                Worldwide Inc., a subsidiary of Omnicom Group Inc.                                    

Leonard S. Coleman, Jr.         Director of Omnicom Group Inc.; Senior Advisor, Major League Baseball                 

Bruce Crawford                  Director of Omnicom Group Inc.; Chairman of Omnicom Group Inc.                        

Susan S. Denison                Director of Omnicom Group Inc.; Partner, The Cheyenne Group                           

Peter Foy                       Director of Omnicom Group Inc.; Chairman, Whitehead Mann Group plc (Citizen of the    
                                United Kingdom)                                                                       

Michael Greenlees               Director of Omnicom Group Inc.; Executive Vice President, Omnicom Group Inc. (Citizen 
                                of the United Kingdom)                                                                

Thomas L. Harrison              Director of Omnicom Group Inc.; Chairman and Chief Executive Officer, Diversified     
                                Agency Services division of Omnicom Group Inc.                                        

Dennis E. Hewitt                Treasurer of Omnicom Group Inc.                                                       

Peter Mead                      Vice Chairman of Omnicom Group Inc.                                                   

John R. Murphy                  Director of Omnicom Group Inc.; Vice Chairman, National Geographic Society            

Robert A. Profusek              Executive Vice President of Omnicom Group Inc.                                        

John R. Purcell                 Director of Omnicom Group Inc.; Chairman and Chief Executive Officer, Grenadier       
                                Associates Ltd.                                                                       

Keith L. Reinhard               Director of Omnicom Group Inc.; Chairman and Chief Executive Officer of DDB Worldwide 

Linda Johnson Rice              Director of Omnicom Group Inc.; President and Chief Operating Officer of Johnson      
                                Publishing Company, Inc.                                                              

                         (Page 13 of 16 Pages)                                                                        

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Allen Rosenshine                Director of Omnicom Group Inc.; Chairman and Chief Executive Officer of BBDO Worldwide

Gary L. Roubos                  Director of Omnicom Group Inc.; Retired Chairman, Dover Corporation                   

Barry J. Wagner                 General Counsel and Secretary of Omnicom Group Inc.                                   

Randall J. Weisenburger         Executive Vice President and Chief Financial Officer of Omnicom Group Inc.            

John D. Wren                    Director of Omnicom Group Inc.; Chief Executive Officer and President of Omnicom      
                                Group Inc.                                                                            

(Page 14 of 16 Pages) 

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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 (to be filed by amendment).      

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

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.                      

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	12/31/06	7
Filed on:	5/14/01	2	15	SC 13D, SC 13G
	5/2/01	1
	11/24/00	10	15
				List all Filings

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Filing Submission 0000912057-01-515460 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Seneca Investments LLC, et al. – ‘SC 13D’ on 5/14/01 re: Agency Com Ltd

On: Monday, 5/14/01, at 5:21pm ET · Accession #: 912057-1-515460 · File #: 5-57983

Previous ‘SC 13D’: ‘SC 13D’ on 5/14/01 · Next: ‘SC 13D/A’ on 5/15/01 · Latest: ‘SC 13D/A’ on 1/11/02

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D — General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents