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 12,
2007
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Exact Name of Registrant as Specified |
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in Charter; State of Incorporation; |
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IRS Employer |
Commission File Number |
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Address and Telephone Number |
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Identification Number |
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1-8962
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Pinnacle West Capital Corporation
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86-0512431 |
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(an Arizona corporation) |
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400 North Fifth Street, P.O. Box 53999 |
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Phoenix, AZ 85072-3999 |
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(602) 250-1000 |
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1-4473
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Arizona Public Service Company
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86-0011170 |
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(an Arizona corporation) |
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400 North Fifth Street, P.O. Box 53999 |
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Phoenix, AZ 85072-3999 |
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(602) 250-1000 |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
This combined Form 8-K is separately filed by Pinnacle West Capital Corporation and Arizona
Public Service Company. Each registrant is filing 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 any information that does
not relate to such registrant, and therefore makes no representation as to any such information.
TABLE OF CONTENTS
Item 5.04 Temporary Suspension of Trading Under Registrants Employee Benefit Plans
On or about February 7, 2007, Pinnacle West Capital Corporation (Pinnacle West or the
Company) sent a notice to participants in the Pinnacle West Capital Corporation Savings Plan (the
Plan) informing them that the Plan would be changing its recordkeeper. This notice indicated
that, as a result of the conversion, from a period beginning at 3 p.m. Central time on March 20,
2007 and ending the week of April 1, 2007 (the blackout period), Plan participants will
temporarily be unable to direct or diversify investments in the Plan or to obtain a loan or
distribution from the Plan. A copy of the notice is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
In connection with the foregoing, on February 12, 2007, the Company sent a notice to its
directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and the
Securities and Exchange Commission rules promulgated thereunder. A copy of the notice is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
During the blackout period and for a period of two years after the ending date of the blackout
period, a Plan participant, a Pinnacle West security holder or any other interested persons may
obtain information regarding the actual ending date of the blackout period. To obtain such
information, without charge, and for all other inquiries regarding the blackout period, contact
Pinnacle West Capital Corporation, Employee Benefits Department, PO Box 53999, MS 8467, Phoenix,
Arizona 85072-3999 or by telephone at 602-250-2324.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Registrant(s) |
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Description |
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99.1
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Pinnacle West
Arizona Public
Service Company
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Notice to Plan Participants regarding a
Blackout Period and Trading Restrictions |
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99.2
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Pinnacle West
Arizona Public
Service Company
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Notice to Executive Officers and
Directors of the Company regarding a
Blackout Period and Trading Restrictions |