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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DECEMBER 15, 2000 (DECEMBER 15, 2000)
Date of Report (Date of Earliest Event Reported)
AZURIX CORP.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-15065 76-0589114
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
333 CLAY STREET
SUITE 1000
HOUSTON, TEXAS 77002
(Address of Principal Executive Office) (Zip Code)
(713) 646-6001
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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FORWARD-LOOKING STATEMENTS
Certain of the statements contained or referenced herein are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although
Azurix Corp. (the "Company") believes that its expectations are based on
reasonable assumptions, it can give no assurance that these expectations will
prove to be correct. Important factors that could cause actual results to differ
materially from the expectations reflected in the forward-looking statements
include, among other things, the timing of the SEC's review of the Company's
submission, whether third parties will offer to acquire the Company or its
assets before the proposed merger is approved, and whether the Company's public
shareholders will approve the proposed merger. No assurance can be given that
the merger will occur.
ITEM 5. OTHER EVENTS.
On December 15, 2000, the Company, Enron Corp. ("Enron") and Enron BW
Corp., a wholly owned subsidiary of Enron (the "Merger Subsidiary"), announced
that they have entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which the Merger Subsidiary will merge with and into the
Company and pursuant to which the holders of Azurix's publicly traded shares
would receive cash of $8.375 per share. The merger requires the approval of a
majority of Azurix's public shareholders voting on the matter, excluding Enron,
Atlantic Water Trust and their affiliates. Atlantic Water Trust, the owner, as
of December 15, 2000, of approximately 66.9% of the issued and outstanding
shares of Azurix common stock, par value $.01 per share, has agreed to vote its
shares in favor of the Merger Agreement pursuant to a Support Agreement between
the Company and Atlantic Water Trust, dated as of December 15, 2000. Copies of
the Merger Agreement, the Support Agreement and the press release issued by the
Company announcing their execution are being filed as Exhibits 2.1, 2.2 and 99.1
to this Form 8-K and are incorporated by reference in their entirety.
Azurix's board of directors unanimously approved the transaction and
its submission to Azurix's shareholders following a determination by a special
committee of the board, composed of individuals who are directors but not
officers of Enron, that the merger is fair and in the best interest of Azurix's
public shareholders. In making its determination, the special committee relied
on advice of its financial advisors, Salomon Smith Barney Inc. and Wasserstein,
Perella & Co. Inc., who concluded that the proposed merger consideration is fair
to Azurix's public shareholders from a financial point of view.
Under the proposed agreement and plan of merger, Enron would
effectively acquire the public shareholders' one-third interest in Azurix.
Atlantic Water Trust would continue to hold the remaining two-thirds of the
Azurix common stock and thus would continue to control Azurix. Enron holds a 50%
voting interest in Atlantic Water Trust.
To the extent needed to enable Azurix to meet certain conditions for a
merger under the indenture for its senior notes, Enron has agreed to convert,
immediately prior to the merger, up to $180 million of indebtedness owed to it
by Azurix under an existing line of credit to equity in the form of Azurix
preferred stock. The stock would be subject to mandatory redemption in 2012.
The transaction is targeted to be completed by March 31, 2001. It is
subject to customary closing conditions, including expiration or termination of
any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The
agreement may be terminated by Azurix's board of directors or the special
committee without any termination fee if they receive a proposal to acquire
Azurix or its assets that in the judgment of the board or special committee is
superior to the merger.
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Azurix also announced that it has settled in principle certain
shareholder litigation pending in Delaware and Texas that had challenged the
Enron proposal as unfair. The settlement is contingent upon execution of a
definitive settlement agreement, confirmatory discovery and court approval.
ITEM 7. EXHIBITS.
(c) Exhibits.
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger between Enron Corp.,
Enron BW Corp., and Azurix Corp., dated as of
December 15, 2000
2.2 Support Agreement by and between Atlantic Water
Trust and Azurix Corp., dated as of December 15,
2000
99.1 Press Release, dated December 15, 2000, issued by
Azurix Corp.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AZURIX CORP.
By: /s/ JOHN L. GARRISON, JR.
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Name: John L. Garrison, Jr.
Title: President and Chief Executive Officer
Date: December 15, 2000
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger between Enron Corp., Enron BW
Corp., and Azurix Corp., dated as of December 15, 2000
2.2 Support Agreement by and between Atlantic Water Trust and
Azurix Corp., dated as of December 15, 2000
99.1 Press Release, dated December 15, 2000, issued by Azurix Corp.
