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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Azurix Corp.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
05501M 10 4
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(CUSIP Number)
June 15, 1999
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(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)
* 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 the disclosures provided in a prior cover page.
The information required in 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 (however, see
the Notes).
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CUSIP No. 05501M 10 4 13G Page 2 of 6 pages
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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
ATLANTIC WATER TRUST
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
DELAWARE
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Number of Shares 5. Sole Voting Power
Beneficially Owned
by Each Reporting ---------------------------------------------
Person With: 6. Shared Voting Power
78,536,532*
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7. Sole Dispositive Power
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8. Shared Dispositive Power
78,536,532*
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
78,536,532*
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9)
67.0%
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12. Type of Reporting Person (See Instructions)
OO
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* See response to Item 4.
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CUSIP No. 05501M 10 4 13G Page 3 of 6 pages
SCHEDULE 13G
This Schedule 13G is filed on behalf of Atlantic Water Trust.
ITEM 1(a). Name of Issuer:
AZURIX CORP.
ITEM 1(b). Address of Issuer's Principal Executive Offices:
333 CLAY STREET
HOUSTON, TEXAS 77002
ITEM 2(a). Name of Person Filing:
ATLANTIC WATER TRUST
ITEM 2(b). Address of Principal Business Office or, if none, Residence:
C/O WILMINGTON TRUST COMPANY
RODNEY SQUARE NORTH
1100 NORTH MARKET STREET
WILMINGTON, DELAWARE 19890
ITEM 2(c). Citizenship:
DELAWARE
ITEM 2(d). Title of Class of Securities:
COMMON STOCK, PAR VALUE $.01 PER SHARE
ITEM 2(e). CUSIP Number:
05501M 10 4
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:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c);
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
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CUSIP No. 05501M 10 4 13G Page 4 of 6 pages
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d- 1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Atlantic Water Trust, a Delaware business trust, owns 78,536,532
shares of the Common Stock of Azurix Corp. Each of Enron Corp., an Oregon
corporation, and Marlin Water Trust, a Delaware business trust, has a 50% voting
interest in Atlantic Water Trust, and each may be deemed to beneficially own all
of the Azurix shares owned by Atlantic Water Trust because of certain shared
voting and dispositive powers.
(a) Amount beneficially owned: 78,536,532
(b) Percent of class: 67.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 78,536,532
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
78,536,532
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 [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Please read "Principal and Selling Stockholders--Atlantic Water
Trust" included in Azurix Corp.'s Registration Statement on Form S-1 (No.
333-74379), as amended, filed in connection with Azurix's initial public
offering and declared effective on June 9, 1999, which is incorporated by
reference into this Schedule 13G, for information relating to the right of Enron
Corp. and Marlin Water Trust to receive dividends from, or proceeds from the
sale of, Azurix's Common Stock.
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CUSIP No. 05501M 10 4 13G Page 5 of 6 pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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.
Not applicable.
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CUSIP No. 05501M 10 4 13G Page 6 of 6 pages
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.
February 14, 2000
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(Date)
ATLANTIC WATER TRUST
By: WILMINGTON TRUST COMPANY, not in its
individual capacity, but solely as trustee,
By: /s/ ANN E. ROBERTS
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(Signature)
Ann E. Roberts
Assistant Vice President
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(Name and Title)
