SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A*
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 1, 2002
AZURIX CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-15065 76-0589114
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(Commission File Number) (IRS Employer Identification No.)
1400 Smith Street, Houston, Texas 77002
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(Address of Principal Executive Offices) (Zip Code)
(713) 853-6161
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
* The Company is not subject to the filing requirements of the
Securities Exchange Act of 1934.
Item 5. Other Events.
Item 5 is hereby amended and supplemented to add the following:
On May 21, 2002, Azurix Corp. issued an announcement that it
closed the sale of the stock of its wholly-owned indirect subsidiary Wessex
Water Ltd. to a wholly-owned subsidiary of YTL Power International Berhad,
for (pound)544 million (approximately US$794 million) in cash, a copy of
which is attached as Exhibit 99.12 hereto and incorporated herein by
reference. As part of the transaction, the purchaser assumed approximately
(pound)694 million (approximately US$1,012 million) in Wessex debt.
Azurix also announced that it accepted for payment all of its
10-3/8% Series B Senior Dollar Notes due 2007, 10-3/8% Series A and Series
B Senior Sterling Notes due 2007 and 10-3/4% Series B Senior Dollar Notes
due 2010 that had been tendered in Azurix's tender offer and consent
solicitation and has paid the depositary in the tender offer, for the
account of the tendering note holders, the purchase price of 92.25% of par
value of the tendered notes plus accrued interest to (but excluding) May
21, 2002.
As of the expiration of the tender offer at 5:00 p.m. New York
time on May 20, 2002, holders of an aggregate principal amount of
approximately US$200.8 million of its 10-3/8% Senior Dollar Notes,
approximately (pound)85.5 million of its 10-3/8% Senior Sterling Notes and
approximately US$144.3 million of its 10-3/4% Senior Dollar Notes had
validly tendered and not withdrawn their notes. The consents and amendments
to the indenture governing Azurix's notes that Azurix solicited in
connection with the tender offer have taken effect and apply to the notes
that were not tendered.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.12 Press release issued by Azurix Corp., dated
May 21, 2002.
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: May 21, 2002 By: /s/ J. Michael Anderson
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J. Michael Anderson
Chairman of the Board and Chief
Executive Officer
EXHIBIT INDEX
Exhibit Description
99.12 Press release issued by Azurix Corp., dated May 21, 2002
Exhibit 99.12
[Azurix Logo]
[GRAPHIC OMITTED]
Media Contact:
John Ambler
713-345-3638
AZURIX CLOSES SALE OF WESSEX WATER LTD.; COMPLETES TENDER OFFER FOR
SENIOR NOTES.
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FOR IMMEDIATE RELEASE: Tuesday, May 21, 2002
HOUSTON - Azurix Corp. announced today that it has closed the sale
of the stock of its wholly-owned indirect subsidiary Wessex Water Ltd. to a
wholly-owned subsidiary of YTL Power International Berhad, for Pounds
Sterling 544 million (approximately US$794 million) in cash. As part of the
transaction, the purchaser assumed approximately Pounds Sterling 694
million (approximately US$1,012 million) in Wessex debt.
In connection with the sale, Azurix accepted for payment all of
its 10-3/8 percent Series B Senior Dollar Notes due 2007, 10-3/8 percent
Series A and Series B Senior Sterling Notes due 2007 and 10-3/4 percent
Series B Senior Dollar Notes due 2010 that had been tendered in Azurix's
previously announced tender offer and consent solicitation and has paid the
depositary in the tender offer, for the account of the tendering note
holders, the purchase price of 92.25 percent of par value of the tendered
notes plus accrued interest to (but excluding) today. The depositary is
expected to forward payments to the tendering note holders in the next few
days.
As of the expiration of the tender offer at 5:00 p.m. New York
time on May 20, 2002, holders of an aggregate principal amount of
approximately US$200.8 million of its 10-3/8 percent Senior Dollar Notes,
approximately Pounds Sterling 85.5 million of its 10-3/8 percent Senior
Sterling Notes and approximately US$144.3 million of its 10-3/4 percent
Senior Dollar Notes had validly tendered and not withdrawn their notes. The
consents and amendments to the indenture governing Azurix's notes that
Azurix solicited in connection with the tender offer have taken effect and
apply to the notes that were not tendered.