SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
(Amendment No. 2)
Exit Filing
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
RAZORFISH, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
755236106
(CUSIP Number)
May 2, 2001
(Date of Event which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
(Page 1 of 5)
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CUSIP No. 755236106 13G/A Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Omnicom Group Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER None.
NUMBER OF ----------------------------------------------------------
SHARES 6 SHARED VOTING POWER None.
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 7 SOLE DISPOSITIVE POWER None.
REPORTING ----------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER None.
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(Page 2 of 5)
Item 1(a) Name of Issuer:
Razorfish Inc. ("Razorfish")
Item 1(b) Address of Issuer's Principal Executive Offices:
107 Grand Street, 3rd Floor
New York, New York 10013
Item 2(a) Name of Persons Filing:
Omnicom Group Inc. ("Omnicom"). The nominal owners of
Razorfish's common shares to which this Schedule 13G relates
were wholly owned subsidiaries of Omnicom, but only Omnicom had
actual voting or dispositive power with respect to such shares.
Item 2(b) Address of Principal Business Office or, if None, Residence:
Omnicom Group Inc.
437 Madison Avenue
New York, New York 10022
Item 2(c) Citizenship:
New York
Item 2(d) Title of Class of Securities:
Class A Common Stock, $.01 par value
Item 2(e) CUSIP Number:
755236106
Item 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
CO
Item 4 Ownership.
(a) Amount beneficially owned: 0
(b) Percent of Class: 0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 0
(Page 3 of 5)
(iii) Sole power to dispose/direct the disposition of 0
(iv) Shared power to dispose/direct the disposition of 0
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [x].
On May 2, 2001, Omnicom contributed the capital stock of its
Communicade subsidiary and certain other assets to Seneca
Investments LLC ("Seneca") and received a preferred stock
interest in Seneca. The common stock in Seneca is owned by an
unaffiliated entity; the preferred stock beneficially owned by
Omnicom is not convertible into common stock and does not vote
in the election of Seneca directors. Accordingly, Omnicom's
beneficial ownership has decreased below 5% of Razorfish's
outstanding common shares.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
Not applicable
Item 8 Identification and Classification of Members of the Group.
Not applicable
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in my transaction having that purpose or effect.
(Page 4 of 5)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
OMNICOM GROUP INC.
By: /s/ RANDALL J. WEISENBURGER
--------------------------------
Executive Vice President
May 3, 2001
(Page 5 of 5)