Azurix Corp – ‘DEFA14A’ on 1/26/01

On:  Friday, 1/26/01, at 4:24pm ET   ·   Accession #:  950129-1-345   ·   File #:  1-15065

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Additional Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Azurix Corp.                                           3     13K 

DEFA14A
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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
 the Securities Exchange Act of 1934

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  
Check the appropriate box:                                                      
[ ]    Preliminary Proxy Statement                                              
[ ]    Confidential, for Use of the Commission Only (as permitted by            
Rule 14a-6(e)(2))                                                 
[ ]    Definitive Proxy Statement                                               
[ ]    Definitive Additional Materials                                          
[X]    Soliciting Material Pursuant to Section 240.14a-11(c) or Section         
240.14a-12                                                        

AZURIX CORP.
--------------------------------------------------------------------------------
                      (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):      

[X]    No fee required.                                                         

[ ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 

[ ]    Fee paid previously with preliminary materials.                          

[ ]    Check box if any part of the fee is offset as provided by Exchange Act   
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.       

(1)   Amount Previously Paid:                                     

             -------------------------------------------------------------------
(2)   Form, Schedule or Registration Statement No.:               

             -------------------------------------------------------------------
(3)   Filing Party:                                               

             -------------------------------------------------------------------

(4)   Date Filed:                                                 

DEFA14A
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[AZURIX LOGO]                                                                   

                                                                  Media Contact:
                                                                 Diane Bazelides
                                                                  (713) 345-5209

                                                                Analyst Contact:
                                                                 Elizabeth Ivers
                                                                  (713) 646-9531

AZURIX CORP. BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ENRON                    
PROPOSAL AT INCREASED PRICE OF $8.375 PER SHARE                                 

FOR IMMEDIATE RELEASE:  Friday, December 15, 2000                               

    HOUSTON - Azurix Corp. announced today that it has entered into an
agreement and plan of merger with Enron Corp. under 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.                                                                     

      Azurix's board of directors unanimously approved the transaction and
its submission to Azurix's shareholders. This approval followed a determination 
by a special committee of the board that the merger is fair to and in the best  
interests of Azurix's public shareholders. The special committee, which consists
of Azurix directors who are directors but not officers of Enron, has been       
negotiating the previously announced Enron proposal to fund a buyback of public 
shareholders at $7.00 per share. In making its determination, the special       
committee relied on advice of its investment bankers, Salomon Smith Barney and  
Wasserstein Perella & Co., Inc., who concluded that the proposal with the       
increased price 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                                     

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the remaining two-thirds of the Azurix common stock and thus would continue to  
control Azurix. Enron holds a 50 percent voting interest in Atlantic Water      
Trust.                                                                          

   A special shareholder meeting to vote on the agreement will occur
following the distribution of proxy materials by Azurix. Azurix intends to file 
the required documents with the Securities and Exchange Commission by the end of
December. A shareholders' meeting and closing are targeted for the first quarter
of 2001. The merger is subject to customary closing conditions.                 

       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.                                            

        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.    

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.    

         Investors are urged to read the proxy statement that will be filed with
the Securities and Exchange Commission by Azurix in connection with the merger  
because it will contain important information, including the identities of the  
participants in the solicitation of proxies from Azurix shareholders and a      
description of such participants' interests in such solicitation. You will be   
able to obtain a free copy of the proxy statement and other relevant documents  
filed with the Commission at the Commission's website, http://www.sec.gov.      
Shareholders will also be able to obtain a free copy of the relevant documents  
by contacting Investor Relations at Azurix at: 713-646-9531, 333 Clay Street,   
Suite 1000, Houston, Texas 77002.                                               

    Azurix Corp. (www.azurix.com) is a global water company that owns,
operates and manages water and wastewater assets, provides water and wastewater 
related services, and develops and manages water resources. Azurix offers       
e-business solutions in the areas of procurement, engineering and design, water 
supply and storage and billing and collections. Azurix is listed on the Russell 
2000 U.S. equity index. Its stock is traded on the New York Stock Exchange under
the ticker symbol, "AZX."                                                       

  This press release includes forward-looking statement within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the     
Securities Exchange Act of 1934. Although Azurix 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 Azurix's submission, whether third parties will offer to acquire      
Azurix or its assets before the proposed merger is approved, and whether        
Azurix's public shareholders will approve the proposed merger. No assurance can 
be given that the merger will occur.                                            
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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFA14A’ Filing		Date		First		Last			Other Filings
Filed on:		1/26/01							PRER14A,  SC 13E3/A
		12/15/00		2					8-K
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