Seneca Investments LLC, et al. – ‘SC 13D/A’ on 6/26/01 re: Agency Com Ltd

On:  Tuesday, 6/26/01, at 4:59pm ET   ·   Accession #:  912057-1-521274   ·   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           5     18K 
                          Ownership                                              
 2: EX-5        Opinion re: Legality                                  28    107K 

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. 2

 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)

 JUNE 26, 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.  See ss.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 (this "Amendment") amends and supplements the information
set forth in the Statement on Schedule 13D (as amended, the "Statement")        
originally filed on May 14, 2001 relating to the common stock of AGENCY.COM Ltd.
In addition to the Items specified below, each other Item of the Statement to   
which the information set forth below is relevant is amended thereby.           

ITEM 4. PURPOSE OF THE TRANSACTION.                                             

  Item 4 of the Statement is amended by adding the following disclosure.

  On June 26, 2001, Seneca, the Company and a wholly owned subsidiary of
Seneca ("Merger Sub") executed an Agreement and Plan of Merger (the "Merger     
Agreement") providing for the merger of Merger Sub and the Company (the         
"Merger"). Under the Merger Agreement, each holder of the Company common        
shares other than Seneca, its subsidiaries and the sellers under the Share      
Purchase Agreement (collectively, the "Non-Seneca Shareholders"), will          
receive $3.35 per share in cash (the "Merger Consideration"). The Merger is     
subject to the adoption of the Merger Agreement by holders of two-thirds of     
the Company common shares held by Non-Seneca Shareholders and the               
satisfaction or waiver of certain other conditions in the Merger Agreement, a   
copy of which is filed as Exhibit 5 hereto.                                     

     Upon consummation of the Merger, (1) Non-Seneca Shareholders will receive
the Merger Consideration, (2) Merger Sub will be merged with the Company, (3)   
the surviving corporation's Board of Directors will consist of the current      
Chairman of the Board of the Company and Seneca's Chief Executive Officer and   
Chief Financial Officer, (4) the officers of the Company will remain the        
officers of the surviving corporation, (5) the certificate of incorporation and 
bylaws of the surviving corporation will be amended so as to be in the forms    
attached as Exhibits A and B to the Merger Agreement, respectively, and (6) the 
Company common shares will cease to be authorized for listing on the Nasdaq     
National Market and will become eligible for termination of registration        
pursuant to Section 12(g)(6) of the Securities Exchange Act of 1934.            

     Giving effect to the purchase and payment for Company common shares to be
purchased under the Share Purchase Agreement, Seneca will have sufficient cash  
and other capital resources on hand to pay the $50.2 million expected to be     
payable to purchase Company common shares held by Non-Seneca Shareholders       
pursuant to the Merger Agreement and otherwise to perform its obligations       
thereunder.                                                                     

 The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the full text of the Merger Agreement, which is filed  
as Exhibit 5 hereto and incorporated by reference. Given that the Merger is     
subject to several conditions, there can be no assurance that the Merger will be
consummated or, if so consummated, as to the timing thereof.                    

    Prior to the Merger, depending upon market conditions and other factors,
Seneca may from time to time acquire additional Company common shares, including
pursuant to other privately negotiated transactions, open-market transactions, a
tender offer or otherwise. In addition, the Share Purchase Agreement            
contemplates that additional employee shareholders may become parties thereto.  

(Page 2 of 33 Pages)

SC 13D/A
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Except as described above in this Item 4, 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.                                     

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.                                   

  Item 5 of the Statement is amended by adding the following disclosure.

   The parties expect promptly to consummate the purchase by Seneca of the
8,966,715 Company common shares presently subject to the Share Purchase         
Agreement. Giving effect to the closing pursuant to the Share Purchase          
Agreement, 28,894,993 Company common shares, or 65.9% of the total outstanding  
Company common shares, assuming the exercise of outstanding warrants to purchase
Company common shares (but not options), will be beneficially owned by Seneca as
of the date of the closing of the Share Purchase Agreement. However, Seneca     
disclaims beneficial ownership of such Company common shares until the closing  
of the Share Purchase Agreement. Furthermore, Seneca disclaims beneficial       
ownership of any Company common shares to be purchased pursuant to the Merger   
Agreement (until the closing thereof), and each of Pegasus Investors, Pegasus   
and Omnicom disclaim beneficial ownership of all Company common shares referred 
to in this Statement.                                                           

  See Item 4 with regard to other possible changes to the Share Purchase
Agreement.                                                                      

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.                                      

Item 7 is hereby amended by adding the following to the end thereof.            

5.    Merger Agreement (filed herewith).                                        

(Page 3 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.                                        

June 26, 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 4 of 33 Pages)

SC 13D/A
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 EXHIBIT INDEX

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 (previously filed).                      

2.    Letter dated May 14, 2001 from Seneca to AGENCY.COM Ltd. (previously      
filed).                                                             

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).       

5.    Agreement and Plan of Merger dated as of June 26, 2001, among Seneca      
 Investments LLC, E-Services Investments Agency Sub LLC and AGENCY.COM
Ltd. (filed herewith).                                              

(Page 5 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:		6/26/01		1		5			8-K,  DEFR14A
		5/14/01		2		5			SC 13D,  SC 13G
		11/24/00		5
									List all Filings