Edgar Filing: PINNACLE WEST CAPITAL CORP

Document

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 26, 2019



Commission File Number	Exact Name of Registrant as Specified in Charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification Number

1-8962	Pinnacle West Capital Corporation (an Arizona corporation) 400 North Fifth Street, P.O. Box 53999 Phoenix, AZ 85072-3999 (602) 250-1000	86-0512431

1-4473	Arizona Public Service Company (an Arizona corporation) 400 North Fifth Street, P.O. Box 53999 Phoenix, AZ 85072-3999 (602) 250-1000	86-0011170

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

This combined Form 8-K is separately filed or furnished by Pinnacle West Capital Corporation and Arizona Public Service Company. Each registrant is filing or furnishing on its own behalf all of the information contained in this Form 8-K that relates to such registrant and, where required, its subsidiaries. Except as stated in the preceding sentence, neither registrant is filing or furnishing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The registrants hereby file the following Exhibits to Registration Statement on Form S-3 (No. 333-224366 and No. 333-224366-01, which became effective on April 20, 2018).



Exhibit No.		Description

1.1		Underwriting Agreement dated February 26, 2019, in connection with the offering of $300,000,000 of 4.25% Notes due 2049.

4.1		Twenty-Third Supplemental Indenture relating to the issuance of $300,000,000 of 4.25% Notes due 2049.

4.2		Note of 4.25% Notes due 2049.

5.1		Opinion of Robert E. Smith, Senior Vice President and General Counsel

99.1		Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-224366-01)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		PINNACLE WEST CAPITAL CORPORATION
		(Registrant)

Dated: February 28, 2019		By: /s/ James R. Hatfield
		James R. Hatfield
		Executive Vice President and
		Chief Financial Officer

		ARIZONA PUBLIC SERVICE COMPANY
		(Registrant)

Dated: February 28, 2019		By: /s/ James R. Hatfield
		James R. Hatfield
		Executive Vice President and
		Chief Financial Officer