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 28 2006
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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 |
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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
(an Arizona corporation)
400 North Fifth Street, P.O. Box 53999
Phoenix, AZ 85072-3999
(602) 250-1000
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86-0512431 |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
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| Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On February 28, 2006, Pinnacle West Capital Corporation (“Pinnacle West”) entered into an
Uncommitted Master Shelf Agreement (the “Agreement”) with Prudential Investment Management, Inc.
(“Prudential”) and certain of its affiliates. The Agreement provides the terms under which
Pinnacle West may offer up to $200,000,000 of its senior notes for purchase by Prudential
affiliates at any time prior to December 31, 2007. The maturity of notes issued under the
Agreement cannot exceed five years. Pursuant to the Agreement, on February 28, 2006, Pinnacle West
issued and sold to Prudential affiliates $175,000,000 aggregate principal amount of its 5.91%
Senior Notes, Series A, due February 28, 2011 (the “Series A Notes”). Pinnacle West will use the
proceeds of the Series A Notes to repay at maturity a portion of the $300,000,000 aggregate
principal amount of its 6.40% Senior Notes due April 1, 2006 or for other general corporate
purposes.
Sales of additional notes by Pinnacle West under the Agreement are conditioned on acceptance
by Prudential and on Pinnacle West’s ability to make certain representations and satisfy certain
other closing conditions. The Agreement includes customary covenants, including requirements that
Pinnacle West maintain ownership of a specified percentage of the outstanding capital stock of
Arizona Public Service Company (“APS”), and maintain a consolidated debt-to-consolidated
capitalization ratio not in excess of a maximum amount.
The Agreement includes customary events of default, including a cross default provision and a
change of control provision. If Pinnacle West fails to make payments due on any outstanding notes
issued under the Agreement, the holder of any such notes may accelerate the amounts due under its
notes and such amounts will become immediately due and payable. Acceleration of amounts due under
all outstanding notes will occur automatically upon the occurrence of certain insolvency or
bankruptcy events of default. Upon the occurrence of any other event of default under the
Agreement, the notes can be accelerated only by the action of a required percentage of the holders
of the notes.