AZURIX CORP
8-K, 2000-02-15
WATER SUPPLY
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 11, 2000

                                  AZURIX CORP.

             (Exact name of registrant as specified in its charter)

          Delaware                      001-15065             76-0589114

 (State or other jurisdiction          (Commission           (I.R.S. Employer
       of incorporation)               File Number)       Identification Number)

   333 Clay Street, Suite 1000
         Houston, Texas                                           77002
(Address of principal executive offices)                        (Zip Code)

                                 (713) 646-6001
              (Registrant's telephone number, including area code)







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        ITEM 5. OTHER EVENTS.

        The registrant's press release dated February 11, 2000, regarding its
        intention to sell U.S.$240 million aggregate principal amount of 10 3/8%
        Senior Notes due 2007, U.K. (pound)100 million aggregate principal
        amount of 10 3/8% Senior Notes due 2007 and U.S. $200 million aggregate
        principal amount of 10 3/4% Senior Notes due 2010, is attached.

        ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

               (c)    Exhibits

                      Exhibits 99.1 - Press Release dated February 11, 2000



                                   SIGNATURES

        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.

        Date:  February 14, 2000         By:  /S/ JOHN C. ALE
                                              --------------------------------
                                                John C. Ale
                                                Executive Director and General
                                                Counsel


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                                  EXHIBIT INDEX



        Exhibit No.                         Description


           99.1                  Press Release dated February 11, 2000.



<PAGE>   1



                                                                    EXHIBIT 99.1
AZURIX LOGO

                                                                   MEDIA CONTACT
                                                                   Carol Hensley
                                                                  (713) 853-6498

                                                                 ANALYST CONTACT
                                                                 Elizabeth Ivers
                                                                  (713) 646-9531


AZURIX CORP. PRICES SENIOR NOTES

For Immediate Release: Friday, February 11, 2000

        HOUSTON -- Azurix Corp. announced today that it has agreed to sell
U.S.$240 million aggregate principal amount of 10 3/8 % Senior Notes due 2007,
U.K.(pound)100 million aggregate principal amount of 10 3/8 % Senior Notes due
2007 and U.S.$200 million aggregate principal amount of 10 3/4 % Senior Notes
due 2010. The closing is expected to occur on February 18, 2000.

        Azurix will use the proceeds of the offering to repay outstanding
indebtedness and for general corporate purposes, which may include acquisitions.

        The Senior Notes have not been and will not be registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.

        Azurix is a global company that owns, operates and manages water and
wastewater assets, provides water and wastewater related services, and develops
and manages water resources. Azurix's common stock is traded on the NYSE under
the ticker symbol, "AZX."

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