SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(AMENDMENT NO. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Pinnacle West Capital Corporation
(Exact name of registrant as specified in its charter)
Arizona 86-0512431
(State of Incorporation or Organization) (IRS Employer Identification No.)
400 North Fifth Street, P. O. Box 53999, Phoenix, Arizona 85072-3999
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The stockholder rights plan (the "Rights Plan") of Pinnacle West Capital
Corporation (the "Company") was amended, effective January 1, 2002, to (i)
change the rights agent thereunder from BankBoston, N.A. to EquiServe Trust
Company, N.A., and (ii) amend the qualification requirements of any successor
rights agent.
The changes to the Rights Plan are set forth in the Amendment to Rights
Agreement (the "Amendment") by and among the Company, BankBoston N.A., and
EquiServe Trust Company, N.A. The summary set forth below does not purport to be
complete and is qualified in its entirety by the Amendment filed herewith and
incorporated herein by reference.
The primary effects of the Amendment are:
* To change the Rights Agent from BankBoston, N.A. to EquiServe Trust
Company, N.A.;
* To eliminate the requirement that any successor Rights Agent have an
office in the State of Arizona or New York; and
* To change the requirement that any successor Rights Agent have,
individually, a combined capital and surplus of at least $50 million, to the
requirement that such successor Rights Agent have, individually or combined with
an affiliate, a combined capital and surplus of at least $100 million.
ITEM 2. EXHIBITS.
The Company hereby incorporates the following Exhibit by reference to the
filing set forth below:
Exhibit No. Description Previously Filed As File No. Date Effective
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4.1 Amendment to Rights Exhibit 4.1 to the 1-8962 5-15-02
Agreement effective as Company's March 2002
of January 1, 2002 Form 10-Q Report
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
PINNACLE WEST CAPITAL CORPORATION
Dated: June 28, 2002 By: Barbara M. Gomez
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Barbara M. Gomez,
Treasurer
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