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 23, 1994
___________________
ARIZONA PUBLIC SERVICE COMPANY
____________________________________________________________________
(Exact name of registrant as specified in its charter)
Arizona 1-4473 86-0011170
____________________________________________________________________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
400 North Fifth Street, P.O. Box 53999, Phoenix, Az 85004
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (602)250-1000
________________
NONE
____________________________________________________________________
(Former name or former address, if changed since last report)
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits
_________________________________________________________________
(c) Exhibits.
The Registrant hereby files the following Exhibits to its
Registration Statement on Form S-3 No. 33-61228, which was declared
effective on April 26, 1993.
Exhibit
No. Description
_______ ___________
1.3 Terms Agreement, dated
February 23, 1994, in
connection with the
offering of $100,000,000
of First Mortgage Bonds,
6 5/8% Series due 2004.
4.5 Fifty-third Supplemental
Indenture relating to the
issuance of $100,000,000
of First Mortgage Bonds,
6 5/8% Series due 2004.
4.6 Form of Bond of 6 5/8%
Series due 2004.
12.3 Computation of Ratio of
Earnings to Fixed Charges.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ARIZONA PUBLIC SERVICE COMPANY
(Registrant)
Dated: March 1, 1994 By Nancy E. Newquist
______________________ ________________________
Nancy E. Newquist
Treasurer
EXHIBIT 1.3
TERMS AGREEMENT
February 23, 1994
Arizona Public Service Company
400 North Fifth Street
Phoenix, Arizona 85004
Attention: Treasurer
Dear Madam:
Arizona Public Service Company (the "Company") hereby agrees to
sell to the several Underwriters (the "Underwriters") listed in the
Company's Prospectus Supplement (the "Prospectus Supplement") of even date
herewith relating to $100,000,000 in aggregate principal amount of its First
Mortgage Bonds, therein designated the 6 5/8% Series due 2004 (the
"Purchased Bonds"), and the Underwriters hereby agree to purchase, severally
and not jointly, at a purchase price of 98.881% of the principal amount
thereof plus accrued interest from March 1, 1994 to the Closing Date (as
hereinafter defined), the respective principal amounts of Purchased Bonds
set forth opposite the names of the Underwriters in the Prospectus
Supplement. The sale of the Purchased Bonds by the Company and the purchase
thereof by the Underwriters shall be made on the basis of the
representations, warranties, and agreements contained in the Underwriting
Agreement (the "Underwriting Agreement"), dated August 3, 1993, relating to
the issuance and sale of up to $400,000,000 of the Company's First Mortgage
Bonds under the Company's Indenture, and shall be subject to the terms and
conditions set forth in such Underwriting Agreement. The provisions of the
Underwriting Agreement are incorporated herein by reference. As
contemplated by Section 3 of the Underwriting Agreement, certain terms of
the Purchased Bonds are described in the Prospectus Supplement.
The Underwriters propose to offer the Purchased Bonds to the public
in the manner and upon the terms set out in the Prospectus Supplement.
On March 2, 1994, the Company will deliver the Purchased Bonds to
the Underwriters at the office of BankAmerica National Trust Company, 2
Rector Street, New York, New York 10006, against payment of the purchase
price by transfer of funds by Fed Wire from the Underwriters to the
Company's account at a bank in Phoenix, Arizona designated by the Company.
Such purchase price will be deemed to have been received by the Company upon
the Company's receipt of the Fed Wire reference number relating to such
transfer of funds. On March 3, 1994, the Company will pay to the
Underwriters, by means of transfer of funds by Fed Wire to a bank account
designated by the Underwriters, interest on the purchase price for one day
at the March 2, 1994 Fed Funds Effective Rate. Closing shall occur at the
office of the Company, 400 North Fifth Street, Phoenix, Arizona, at 8:00
a.m. Phoenix time, on March 2, 1994, or at such other time and date as the
Underwriters and the Company may agree upon in writing, such time and date
being referred to as the "Closing Date." All of the Purchased Bonds
referred to in this paragraph will be in definitive and fully registered
form and in such denominations and registered in such names as the
Underwriters request, and will be made available for checking and packaging
at the office of BankAmerica National Trust Company referred to above at
least twenty (20) hours prior to the Closing Date.
If the foregoing is acceptable to you, please sign below and
transmit evidence of such signing to Salomon Brothers Inc at your earliest
convenience. At that point, the agreement signified hereby will constitute
the Terms Agreement, as described in the Underwriting Agreement, with
respect to the $100,000,000 of Purchased Bonds referred to herein.
All capitalized terms herein, not otherwise defined herein, are
used as defined in the Underwriting Agreement. This
agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all such respective counterparts shall
together constitute a single instrument.
Very truly yours,
SALOMON BROTHERS INC
CS FIRST BOSTON CORPORATION
GOLDMAN, SACHS & CO.
(As Representatives of the
Several Underwriters)
By SALOMON BROTHERS INC
By Charlene Jackson
____________________
Vice President
Confirmed and accepted as
of the date first above
written.
ARIZONA PUBLIC SERVICE COMPANY
By Nancy E. Newquist
_________________
Treasurer
EXHIBIT 4.5
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ARIZONA PUBLIC SERVICE COMPANY
(formerly Central Arizona Light and Power Company)
TO
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
(successor to Security Pacific National Bank)
As trustee under Central Arizona Light and Power
Company's Mortgage and Deed of Trust, Dated as of
July 1, 1946.
--------------
Fifty-third Supplemental Indenture
--------------
Dated as of March 1, 1994
This Mortgage covers real property,
personal property and chattels.
This instrument and the above-mentioned Mortgage and
Deed of Trust contain after-acquired property provisions.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
FIFTY-THIRD SUPPLEMENTAL INDENTURE
--------------
INDENTURE, dated as of the 1st day of March, 1994, made and entered into
by and between ARIZONA PUBLIC SERVICE COMPANY, a corporation of the State of
Arizona, the principal place of business and mailing address of which is 400
North Fifth Street, Phoenix, Arizona 85004 (hereinafter sometimes called the
Company), party of the first part, and BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, a national banking association, organized under the
banking laws of the United States of America, the mailing address of which is
333 South Beaudry Avenue, 25th Floor, Los Angeles, California 90017
(hereinafter sometimes called the Trustee), party of the second part, as
Trustee under the Mortgage and Deed of Trust, dated as of July 1, 1946
(hereinafter called the Mortgage), which Mortgage was executed and delivered
by the Company under its former name, Central Arizona Light and Power Company,
to secure the payment of bonds issued or to be issued under and in accordance
with the provisions of the Mortgage, reference to which said Mortgage is
hereby made, this Indenture (hereinafter called the Fifty-third Supplemental
Indenture) being supplemental thereto;
<TABLE>
WHEREAS, said Mortgage was recorded and filed in Counties in the State of
Arizona as follows:
<CAPTION>
Filed and Abstracted
Recorded as Real Mortgage as Chattel Mortgage
----------------------------------- ----------------------
Chattel
Date Book or Mortgage
Recorded Docket Page Book Page
County ------------ ----------- -------- ------------ --------
<S> <C> <C> <C> <C> <C>
Apache....................................... 7-28-50 16 1 9 154
Cochise...................................... 2-3-53 80 28 19 292
Coconino..................................... 1-20-53 39 1 10 286
Gila......................................... 1-17-53 32 84 17 --
Graham....................................... 12-3-63 92 87 15 223
Maricopa..................................... 8-6-46 408 163 92 204
Mohave....................................... 11-13-57 28 68 12 13
Navajo....................................... 10-14-49 31 483 16 521
Pima......................................... 1-24-53 558 351 14 --
Pinal........................................ 10-25-52 68 31 12 591
Yavapai...................................... 8-7-46 79 1 12 223
Yuma......................................... 8-1-47 58 173 21 265
<CAPTION>
and in Counties in the State of New Mexico as follows:
<S> <C> <C> <C> <C> <C>
McKinley..................................... 5-31-61 36 153 4 295
San Juan..................................... 1-31-61 472 140 (No. 72441)
</TABLE>
the copy recorded in Yuma County, Arizona also being effective for La Paz
County, Arizona, formed on December 31, 1982; and copies of said Mortgage were
filed with the office of the Bureau of Indian Affairs at Window Rock, Arizona,
and with the Navajo Tribe of Indians at Window Rock, Arizona, and in the
offices of the Secretary of State and the State Land Department of the State
of Arizona (all the said counties and the said offices above referred to being
herein referred to as "jurisdictions"); and
WHEREAS, by the Mortgage, the Company covenanted that it would execute and
deliver such supplemental indenture or indentures and such further instruments
and do such further acts as might be necessary or proper to carry out more
effectually the purposes of the Mortgage and to make subject to the Lien of
the Mortgage any property thereafter acquired, made or constructed and
intended to be subject to the Lien thereof; and
WHEREAS, the Company has executed and delivered to the Trustee fifty-two
indentures supplemental to the Mortgage (hereinafter respectively called the
First through the Fifty-second Supplemental Indentures) dated as of December
1, 1947, April 1, 1949, February 1, 1950, December 1, 1950, February 1, 1953,
November 1, 1953, March 1, 1954, October 1, 1957, March 1, 1959, November 1,
1961, June 1, 1962, December 1, 1962, September 1, 1963, September 1, 1967,
April 1, 1970, March 15, 1972, April 1, 1974, February 15, 1975, June 1, 1975,
November 15, 1975, April 15, 1977, January 15, 1978, March 1, 1979, October
15, 1979, May 15, 1980, February 2, 1982, April 15, 1982, July 1, 1983,
October 15, 1983, June 15, 1984, January 15, 1985, May 1, 1985, June 1, 1985,
November 1, 1985, January 15, 1986, March 1, 1986, May 1, 1986, February 1,
1987, June 1, 1987, November 15, 1987, April 1, 1989, February 15, 1990, May
15, 1990, April 15, 1991, December 15, 1991, January 15, 1992, March 1, 1992,
June 15, 1992, February 1, 1993, August 1, 1993, August 1, 1993, and September
15, 1993, each of which has been or will be recorded or filed in, or a
recording or filing is or will be effective with respect to, each jurisdiction
referred to above; and
WHEREAS, in addition to the property described in the Mortgage, as
heretofore supplemented and amended, the Company has acquired certain other
property, rights and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance with the
provisions of the Mortgage, as heretofore supplemented and amended, bonds of a
series entitled and designated First Mortgage Bonds, 2 3/4% Series due 1976
(hereinafter called the bonds of the First Series), in the aggregate principal
amount of Eight Million Five Hundred Thousand Dollars ($8,500,000); bonds of a
series entitled and designated First Mortgage Bonds, 3 1/8% Series due 1977
(hereinafter called the bonds of the Second Series), in the aggregate
principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000);
bonds of a series entitled and designated First Mortgage Bonds, 3% Series due
1979 (hereinafter called the bonds of the Third Series), in the aggregate
principal amount of Four Million Dollars ($4,000,000); bonds of a series
entitled and designated First Mortgage Bonds, 2 3/4% Series due 1980
(hereinafter called the bonds of the Fourth Series), in the aggregate
principal amount of Five Million Dollars ($5,000,000); bonds of a series
entitled and designated First Mortgage Bonds, 2 7/8% Series due 1980
(hereinafter called the bonds of the Fifth Series), in the aggregate principal
amount of Six Million Dollars ($6,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 3 1/2% Series due 1983 (hereinafter called
the bonds of the Sixth Series), in the aggregate principal amount of Fourteen
Million Five Hundred Thousand Dollars ($14,500,000); bonds of a series
entitled and designated First Mortgage Bonds, 3 1/2% Series due November 1,
1983 (hereinafter called the bonds of the Seventh Series), in the aggregate
principal amount of Five Million Seven Hundred Twenty-three Thousand Dollars
($5,723,000); bonds of a series entitled and designated First Mortgage Bonds,
3 1/4% Series due 1984 (hereinafter called the bonds of the Eighth Series), in
the aggregate principal amount of Fifteen Million Dollars ($15,000,000); bonds
of a series entitled and designated First Mortgage Bonds, 5 1/8% Series due
1987 (hereinafter called the bonds of the Ninth Series), in the aggregate
principal amount of Fifteen Million Dollars ($15,000,000); bonds of a series
entitled and designated First Mortgage Bonds, 4.70% Series due 1989
(hereinafter called the bonds of the Tenth Series), in the aggregate principal
amount of Twenty Million Dollars ($20,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 4.80% Series due 1991 (hereinafter called the
bonds of the Eleventh Series), in the aggregate principal amount of Thirty-
five Million Dollars ($35,000,000); bonds of a series entitled and designated
First Mortgage Bonds, 4.45% Series due 1992 ( hereinafter called the bonds of
the Twelfth Series), in the aggregate principal amount of Twenty-five Million
Dollars ($25,000,000); bonds of a series entitled and designated First
Mortgage Bonds, 4.40% Series due 1992 (hereinafter called the bonds of the
Thirteenth Series), in the aggregate principal amount of Twenty-five Million
Dollars ($25,000,000); bonds of a series entitled and designated First
Mortgage Bonds, 4.50% Series due 1993 (hereinafter called the bonds of the
Fourteenth Series), in the aggregate principal amount of Fifteen Million
Dollars ($15,000,000); bonds of a series entitled and designated First
Mortgage Bonds, 6.25% Series due 1997 (hereinafter called the bonds of the
Fifteenth Series), in the aggregate principal amount of Twenty-five Million
Dollars ($25,000,000); bonds of a series entitled and designated First
Mortgage Bonds, 8.50% Series due 1975 (hereinafter called the bonds of the
Sixteenth Series), in the aggregate principal amount of Thirty Million Dollars
($30,000,000); bonds of a series entitled and designated First Mortgage Bonds,
7.45% Series due 2002 (hereinafter called the bonds of the Seventeenth
Series), in the aggregate principal amount of Sixty Million Dollars
($60,000,000); bonds of a series entitled and designated First Mortgage Bonds,
6.20% Series due 2004 (hereinafter called the bonds of the Eighteenth Series),
in the aggregate principal amount of Fifty Million Dollars ($50,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 9.50% Series
due 1982 (hereinafter called the bonds of the Nineteenth Series), in the
aggregate principal amount of One Hundred Million Dollars ($100,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 9.80% Series
due 1980 (hereinafter called the bonds of the Twentieth Series), in the
aggregate principal amount of Seventy-five Million Dollars ($75,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 10.625% Series
due 2000 (hereinafter called the bonds of the Twenty-first Series), in the
aggregate principal amount of Seventy-five Million Dollars ($75,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 6.45% Series A
due 2007 (hereinafter called the bonds of the Twenty-second Series), in the
aggregate principal amount of Thirteen Million Dollars ($13,000,000); bonds of
a series entitled and designated First Mortgage Bonds, 6.45% Series B due 2007
(hereinafter called the bonds of the Twenty-third Series), in the aggregate
principal amount of Thirty Million Dollars ($30,000,000); bonds of a series
entitled and designated First Mortgage Bonds, 6% Series A due 2008
(hereinafter called the bonds of the Twenty-fourth Series), in the aggregate
principal amount of Thirty-four Million Dollars ($34,000,000); bonds of a
series entitled and designated First Mortgage Bonds, 9.95% Series due 2004
(hereinafter called the bonds of the Twenty-fifth Series), in the aggregate
principal amount of Seventy-five Million Dollars ($75,000,000); bonds of a
series entitled and designated First Mortgage Bonds, 12 1/8% Series due 2009
(hereinafter called the bonds of the Twenty-sixth Series), in the aggregate
principal amount of Seventy-five Million Dollars ($75,000,000); bonds of a
series entitled and designated First Mortgage Bonds, 12 7/8% Series due 2000
(hereinafter called the bonds of the Twenty-seventh Series), in the aggregate
principal amount of One Hundred Eighty-five Million Dollars ($185,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 10 3/8% Series
due 1985 (hereinafter called the bonds of the Twenty-eighth Series), in the
aggregate principal amount of Sixty Million Two Hundred Fifty Thousand Dollars
($60,250,000); bonds of a series entitled and designated First Mortgage Bonds,
16% Series due 1992 (hereinafter called the bonds of the Twenty-ninth Series),
in the aggregate principal amount of One Hundred Million Dollars
($100,000,000); bonds of a series entitled and designated First Mortgage
Bonds, 12 3/4% Series due 2013 (hereinafter called the bonds of the Thirtieth
Series), in the aggregate principal amount of One Hundred Million Dollars
($100,000,000); bonds of a series entitled and designated First Mortgage
Bonds, 13 1/2% Series due 2013 (hereinafter called the bonds of the Thirty-
first Series), in the aggregate principal amount of One Hundred Million
Dollars ($100,000,000); bonds of a series entitled and designated First
Mortgage Bonds, 15% Series due 1994 (hereinafter called the bonds of the
Thirty-second Series), in the aggregate principal amount of One Hundred
Million Dollars ($100,000,000); bonds of a series entitled and designated
First Mortgage Bonds, 12% Series due 1995 (hereinafter called the bonds of the
Thirty-third Series), in the aggregate principal amount of One Hundred Twenty-
five Million Dollars ($125,000,000); bonds of a series entitled and designated
First Mortgage Bonds, 13 1/4% Series due 2007 (hereinafter called the bonds of
the Thirty-fourth Series), in the aggregate principal amount of Fifty Million
Dollars ($50,000,000); bonds of a series entitled and designated First
Mortgage Bonds, 11 1/2% Series due 2015 (hereinafter called the bonds of the
Thirty-fifth Series), in the aggregate principal amount of One Hundred Fifty
Million Dollars ($150,000,000); bonds of a series entitled and designated
First Mortgage Bonds, 11 1/2% Series due November 1, 2015 (hereinafter called
the bonds of the Thirty-sixth Series), in the aggregate principal amount of
One Hundred Million Dollars ($100,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 11% Series due 2016 (hereinafter called the
bonds of the Thirty-seventh Series), in the aggregate principal amount of One
Hundred Million Dollars ($100,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 9 1/4% Series due 1996 (hereinafter called
the bonds of the Thirty-eighth Series), in the aggregate principal amount of
One Hundred Million Dollars ($100,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 9% Series due 1996 (hereinafter called the
bonds of the Thirty-ninth Series), in the aggregate principal amount of One
Hundred Twenty-five Million Dollars ($125,000,000); bonds of a series entitled
and designated First Mortgage Bonds, 9% Series due 2017 (hereinafter called
the bonds of the Fortieth Series), in the aggregate principal amount of One
Hundred Fifty Million Dollars ($150,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 9 7/8% Series due 1997 (hereinafter called
the bonds of the Forty-first Series), in the aggregate principal amount of One
Hundred Twenty-five Million Dollars ($125,000,000); bonds of a series entitled
and designated First Mortgage Bonds, 10 3/4% Series due 2017 (hereinafter
called the bonds of the Forty-second Series), in the aggregate principal
amount of One Hundred Million Dollars ($100,000,000); bonds of a series
entitled and designated First Mortgage Bonds, 10 3/4% Series due 2019
(hereinafter called the bonds of the Forty-third Series), in the aggregate
principal amount of One Hundred Million Dollars ($100,000,000); bonds of a
series entitled and designated First Mortgage Bonds, 10 1/4% Series due 2000
(hereinafter called the bonds of the Forty-fourth Series), in the aggregate
principal amount of One Hundred Million Dollars ($100,000,000); bonds of a
series entitled and designated First Mortgage Bonds, 10 1/4% Series due 2020
(hereinafter called the bonds of the Forty-fifth Series), in the aggregate
principal amount of One Hundred Twenty-five Million Dollars ($125,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 9 1/2% Series
due 2021 (hereinafter called the bonds of the Forty-sixth Series), in the
aggregate principal amount of One Hundred Million Dollars ($100,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 9% Series due
2021 (hereinafter called the bonds of the Forty-seventh Series), in the
aggregate principal amount of One Hundred Fifty Million Dollars
($150,000,000); bonds of a series entitled and designated First Mortgage
Bonds, 7 1/8% Series due 1997, in the aggregate principal amount of One Hun-
dred Fifty Million Dollars ($150,000,000), and bonds of a series entitled and
designated First Mortgage Bonds, 8 3/4% Series due 2024, in the aggregate
principal amount of One Hundred Seventy-five Million Dollars ($175,000,000)
(hereinafter collectively called the bonds of the Forty-eighth Series); bonds
of a series entitled and designated First Mortgage Bonds, 7 5/8% Series due
1998, in the aggregate principal amount of One Hundred Million Dollars
($100,000,000), and bonds of a series entitled and designated First Mortgage
Bonds, 8 1/8% Series due 2002, in the aggregate principal amount of One Hun-
dred Twenty-five Million Dollars ($125,000,000) (hereinafter collectively
called the bonds of the Forty-ninth Series); bonds of a series entitled and
designated First Mortgage Bonds, 7 5/8% Series due 1999 (hereinafter called
the bonds of the Fiftieth Series), in the aggregate principal amount of One
Hundred Million Dollars ($100,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 8% Series due 2025 (hereinafter called the
bonds of the Fifty-first Series), in the aggregate principal amount of One
Hundred Fifty Million Dollars ($150,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 7 1/4% Series due 2023 (hereinafter called
the bonds of the Fifty-second Series), in the aggregate principal amount of
One Hundred Million Dollars ($100,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 5 7/8% Series due 2028 (hereinafter called
bonds of the Fifty-third Series), in the aggregate principal amount of Twelve
Million Eight Hundred Fifty Thousand Dollars ($12,850,000); bonds of a series
entitled and designated First Mortgage Bonds, 5 7/8% Series due 2028
(hereinafter called bonds of the Fifty-fourth Series), in the aggregate
principal amount of One Hundred Forty-one Million One Hundred Fifty Thousand
Dollars ($141,150,000); bonds of a series entitled and designated First
Mortgage Bonds, 5 1/2% Series due 2028 (hereinafter called bonds of the Fifty-
fifth Series), in the aggregate principal amount of Twenty-five Million
Dollars ($25,000,000); and bonds of a series entitled and designated First
Mortgage Bonds, 5 3/4% Series due 2000 (hereinafter called bonds of the Fifty-
sixth Series) in the aggregate principal amount of One Hundred Million Dollars
($100,000,000); and
WHEREAS, Section 8 of the Mortgage provides that the form of each series
of bonds (other than bonds of the First Series) issued thereunder shall be
established by Resolution of the Board of Directors of the Company and that
the form of each series, as established by said Board of Directors, shall
specify the descriptive title of the bonds and various other terms thereof,
and may also contain such provisions not inconsistent with the provisions of
the Mortgage as the Board of Directors may, in its discretion, cause to be
inserted therein expressing or referring to the terms and conditions upon
which such bonds are to be issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other things, that
any power, privilege or right expressly or impliedly reserved to or in any way
conferred upon the Company by any provision of the Mortgage, whether such
power, privilege or right is in any way restricted or is unrestricted, may be
in whole or in part waived or surrendered or subjected to any restriction if
at the time unrestricted or to additional restriction if already restricted,
and the Company may enter into any further covenants, limitations or
restrictions for the benefit of any one or more series of bonds issued
thereunder, or the Company may cure any ambiguity contained therein, or in any
supplemental indenture, or may establish the terms and provisions of any
series of bonds other than said First Series, by an instrument in writing
executed and acknowledged by the Company in such manner as would be necessary
to entitle a conveyance of real estate to record in all of the states in which
any property at the time subject to the Lien of the Mortgage shall be
situated; and
WHEREAS, the Company now desires to create a new series of bonds to be
issued under and pursuant to the Mortgage in accordance with the provisions of
Article VI thereof, and to add to its covenants and agreements contained in
the Mortgage, as heretofore supplemented and amended, certain other covenants
and agreements to be observed by it and to alter and amend in certain respects
the covenants and provisions contained in the Mortgage, as heretofore
supplemented and amended; and
WHEREAS, the execution and delivery by the Company of this Fifty-third
Supplemental Indenture, and the terms of the bonds of the Fifty-seventh Series
hereinafter referred to, have been duly authorized by the Board of Directors
of the Company by appropriate Resolutions of said Board of Directors;
NOW THEREFORE, THIS INDENTURE WITNESSETH: That Arizona Public Service
Company, in consideration of the premises and of One Dollar to it duly paid by
the Trustee at or before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, and in further evidence of assurance
of the estate, title and rights of the Trustee and in order further to secure
the payment of both the principal of and interest and premium, if any, on the
bonds from time to time heretofore, herewith or hereafter issued under the
Mortgage, according to their tenor and effect, and the performance of all the
provisions of the Mortgage (including any instruments supplemental thereto and
any modifications made as in the Mortgage provided) and of said bonds, hereby
grants, bargains, sells, releases, conveys, assigns, transfers, mortgages,
pledges, sets over and confirms (subject, however, to Excepted Encumbrances as
defined in Section 6 of the Mortgage) unto Bank of America National Trust and
Savings Association, as Trustee under the Mortgage, and to its successor or
successors in said trust, and to said Trustee and its successors and assigns
forever, all the properties of the Company described in the Mortgage, as
heretofore supplemented and amended (except any properties which have been
released from the Lien of the Mortgage), and all the properties specifically
described in Article IV hereof.
Also all other property, real, personal and mixed, of the kind or nature
specifically mentioned in Article IV hereof or of any other kind or nature
(except any herein or in the Mortgage, as heretofore supplemented and amended,
expressly excepted and except any which may not lawfully be mortgaged or
pledged hereunder), now owned or, subject to the provisions of subsection (I)
of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any other way)
and wheresoever situated, including (without in anywise limiting or impairing
by the enumeration of the same the scope and intent of the foregoing or of any
general description contained in this Fifty-third Supplemental Indenture) all
lands, power sites, flowage rights, water rights, water locations, water
appropriations, ditches, flumes, reservoirs, reservoir sites, canals,
raceways, dams, dam sites, aqueducts, and all other rights or means for
appropriating, conveying, storing and supplying water; all rights of way and
roads; all plants for the generation of electricity by steam, water and/or
other power; all power houses, gas plants, street lighting systems, standards
and other equipment incidental thereto, telephone, radio and television
systems, air-conditioning systems and equipment incidental thereto, water
works, water systems, steam heat and hot water plants, substations, lines,
service and supply systems, bridges, culverts, tracks, ice or refrigeration
plants and equipment, offices, buildings and other structures and equipment
thereof; all machinery, engines, boilers, dynamos, electric, gas and other
machines, regulators, meters, transformers, generators, motors, electrical,
gas and mechanical appliances, conduits, cables, water, steam heat, gas or
other pipes, gas mains and pipes, service pipes, fittings, valves and
connections, pole and transmission lines, wires, cables, tools, implements,
apparatus, furniture and chattels; all franchises, consents or permits; all
lines for the transmission and distribution of electric current, gas, steam
heat or water for any purpose including towers, poles, wires, cables, pipes,
conduits, ducts and all apparatus for use in connection therewith; all real
estate, lands, easements, servitudes, licenses, permits, franchises,
privileges, rights of way and other rights in or relating to public or private
property, real or personal, or the occupancy of such property and (except as
herein or in the Mortgage, as heretofore supplemented and amended, expressly
excepted) all the right, title and interest the Company may now have or
hereafter acquire in and to any and all property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in connection with
any property hereinbefore or in the Mortgage, as heretofore supplemented and
amended, described.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in anywise
appertaining to the aforementioned property or any part thereof, with the
reversion and reversions, remainder and remainders and (subject to the
provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and all the estate, right,
title, interest and claim whatsoever, at law as well as in equity, which the
Company now has or may hereafter acquire in and to the aforementioned property
and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions of
subsection (I) of Section 87 of the Mortgage and to the extent permitted by
law, all the property, rights and franchises acquired by the Company (by
purchase, consolidation, merger, donation, construction, erection or in any
other way) after the date hereof, except any herein or in the Mortgage, as
heretofore supplemented and amended, expressly excepted, shall be and are as
fully granted and conveyed hereby and as fully embraced within the lien hereof
and the Lien of the Mortgage as if such property, rights and franchises were
now owned by the Company and were specifically described herein and conveyed
hereby.
PROVIDED that the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of this Fifty-third Supplemental
Indenture and from the Lien and operation of the Mortgage, viz.: (1) cash,
shares of stock, bonds, notes and other obligations and other securities not
hereafter specifically pledged, paid, deposited, delivered or held under the
Mortgage or covenanted so to be; (2) merchandise, equipment, apparatus,
materials or supplies held for the purpose of sale or other disposition in the
usual course of business; fuel, oil and similar materials and supplies
consumable in the operation of any of the properties of the Company;
construction equipment acquired for temporary use; all aircraft, tractors,
rolling stock, trolley coaches, buses, motor coaches, automobiles, motor
trucks and other vehicles and materials and supplies held for the purpose of
repairing or replacing (in whole or part) any of the same; all timber,
minerals, mineral rights and royalties and all Natural Gas and Oil Production
Property, as defined in Section 4 of the Mortgage; (3) bills, notes and
accounts receivable, judgments, demands and choses in action, and all
contracts, leases and operating agreements not specifically pledged under the
Mortgage or covenanted so to be; (4) the last day of the term of any lease or
leasehold which may be or become subject to the Lien of the Mortgage;
(5) electric energy, gas, steam, ice and other materials or products
generated, manufactured, produced, purchased or acquired by the Company for
sale, distribution or use in the ordinary course of its business; and (6) the
Company's franchise to be a corporation; provided, however, that the property
and rights expressly excepted from the Lien and operation of the Mortgage in
the above subdivisions (2) and (3) shall (to the extent permitted by law)
cease to be so excepted in the event and as of the date that the Trustee or a
receiver or trustee shall enter upon and take possession of the Mortgaged and
Pledged Property in the manner provided in Article XIII of the Mortgage by
reason of the occurrence of a Default as defined in Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed by the Company as aforesaid, or
intended so to be, unto Bank of America National Trust and Savings
Association, the Trustee, and its successors and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants
as are set forth in the Mortgage, as supplemented and amended.
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions,
provisos, covenants and provisions contained in the Mortgage, as supplemented
and amended, shall affect and apply to the property hereinbefore described and
conveyed and to the estate, rights, obligations and duties of the Company and
the Trustee and the beneficiaries of the trust with respect to said property,
and to the Trustee and its successors as Trustee of said property in the same
manner and with the same effect as if the said property had been owned by the
Company at the time of the execution of the Mortgage and had been specifically
and at length described in and conveyed to said Trustee by the Mortgage as a
part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustee and its
successors in said trust under the Mortgage, as follows:
ARTICLE I.
FIFTY-SEVENTH SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated "6 5/8% Series due
2004" (hereinafter sometimes referred to as the "Fifty-seventh Series"),
limited to the aggregate principal amount of $100,000,000, each of which shall
also bear the descriptive title First Mortgage Bond, and the form thereof,
which shall be established by Resolution of the Board of Directors of the
Company, shall contain suitable provisions with respect to the matters
hereinafter specified in this Supplemental Indenture. Bonds of the Fifty-
seventh Series shall be dated as provided in Section 10 of the Mortgage; shall
mature, subject to the provisions for prior redemption hereinafter set forth,
on March 1, 2004; shall be issued as fully registered bonds in denominations
of One Thousand Dollars or any integral multiple thereof; and shall bear
interest from March 1, 1994 or from the most recent Interest Payment Date (as
defined below) to which interest has been paid at the rate of 6 5/8% per annum
(calculated on the basis of twelve 30-day months), payable on March 1 and
September 1 of each year (each an "Interest Payment Date"), commencing
September 1, 1994, to the holders thereof of record on the February 15 or
August 15, as the case may be, next preceding such Interest Payment Date
(subject to the provisions of Section 12 of the Mortgage concerning legal
holidays and bank closings), and the principal of and interest on, and premium
or other amounts, if any, payable upon redemption of, each said bond to be
payable at the office or agency of the Company in the City of Los Angeles,
California, and at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, in such coin or currency of the
United States of America as, at the time of payment, is legal tender for
public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of the person
entitled thereto as such address shall appear on the registration books of the
Company.
SECTION 2. In the manner and with the effect provided in Article X of the
Mortgage, the bonds of the Fifty-seventh Series will be subject to redemption
prior to maturity, as follows:
Bonds of the Fifty-seventh Series shall not be redeemable prior to
maturity, except that the bonds of the Fifty-seventh Series shall be
redeemable, in whole at any time, prior to maturity, upon notice as provided
in Section 52 of the Mortgage at least thirty (30) days prior to the date
fixed for redemption, by the application of cash delivered to or deposited
with the Trustee pursuant to the provisions of Section 87 of the Mortgage (but
only if and to the extent such Section is properly applicable to bona fide
transactions), at the following special redemption prices, expressed in
percentages of the principal amount of the bonds to be redeemed:
<TABLE>
SPECIAL REDEMPTION PRICES
<CAPTION>
IF REDEEMED DURING IF REDEEMED DURING
THE TWELVE MONTHS REDEMPTION THE TWELVE MONTHS REDEMPTION
BEGINNING MARCH 1, PRICE BEGINNING MARCH 1, PRICE
- ---------------------------------- ---------------- ------------------------------ ----------------
<S> <C> <S> <C>
1994.............................. 106.16% 1999.......................... 103.08%
1995.............................. 105.54 2000.......................... 102.46
1996.............................. 104.92 2001.......................... 101.85
1997.............................. 104.31 2002.......................... 101.23
1998.............................. 103.69 2003.......................... 100.62
</TABLE>
in each case, together with accrued interest to the date fixed for
redemption.
SECTION 3. At the option of the registered owner, any bonds of the Fifty-
seventh Series, upon surrender thereof, for cancellation, at the office or
agency of the Company in the City of Los Angeles, California, or at the office
or agency of the Company in the Borough of Manhattan, The City of New York,
New York, together with a written instrument of transfer, if required by the
Company or by the Trustee, duly executed by the registered owner or by his
duly authorized attorney, shall (subject to the provisions of Section 12 of
the Mortgage) be exchangeable for a like aggregate principal amount of bonds
in registered form of the same series of other authorized denominations
without payment of any sum other than taxes or other governmental charges.
Bonds of the Fifty-seventh Series shall be transferable (subject to the
provisions of Section 12 of the Mortgage) at either of said offices or
agencies of the Company without payment of any sum other than taxes or other
governmental charges.
ARTICLE II.
REPLACEMENT FUND PROVISIONS -- OTHER RELATED PROVISIONS
OF THE MORTGAGE -- DIVIDEND COVENANT -- RECORD DATES --
AUTHENTICATING AGENT
SECTION 4. The Company covenants that the provisions of Section 39 of the
Mortgage, which were to remain in effect so long as any bonds of the First
Series remained Outstanding, shall remain in full force and effect so long as
any bonds of the Thirty-fourth, Forty-third, Forty-fourth, Forty-fifth, Forth-
sixth, Forty-seventh, Forty-eighth, Forty-ninth, Fiftieth, Fifty-first, Fifty-
second, Fifty-third, Fifty-fourth, Fifty-fifth, Fifty-sixth or Fifty-seventh
Series are Outstanding.
Clause (d) of subsection (II) of Section 4 of the Mortgage, as heretofore
amended, clause (6) and clause (e) of Section 5 of the Mortgage, as heretofore
amended, and Section 29 of the Mortgage, as heretofore amended, are hereby
further amended by inserting therein the words "and Fifty-seventh Series"
after the words "bonds of the First Series and Second Series and Third Series
and Fourth Series and Fifth Series and Sixth Series and Seventh Series and
Eighth Series and Ninth Series and Tenth Series and Eleventh Series and
Twelfth Series and Thirteenth Series and Fourteenth Series and Fifteenth
Series and Sixteenth Series and Seventeenth Series and Eighteenth Series and
Nineteenth Series and Twentieth Series and Twenty-first Series and Twenty-
second Series and Twenty-third Series and Twenty-fourth Series and Twenty-
fifth Series and Twenty-sixth Series and Twenty-seventh Series and Twenty-
eighth Series and Twenty-ninth Series and Thirtieth Series and Thirty-first
Series and Thirty-second Series and Thirty-third Series and Thirty-fourth
Series and Thirty-fifth Series and Thirty-sixth Series and Thirty-seventh
Series and Thirty-eighth Series and Thirty-ninth Series and Fortieth Series
and Forty-first Series and Forty-second Series and Forty-third Series and
Forty-fourth Series and Forty-fifth Series and Forty-sixth Series and Forty-
seventh Series and Forty-eighth Series and Forty-ninth Series and Fiftieth
Series and Fifty-first Series and Fifty-second Series and Fifty-third Series
and Fifty-fourth Series and Fifty-fifth Series and Fifty-sixth Series" each
time such words occur therein.
Clause (e) of subsection (II) of Section 4 of the Mortgage, as heretofore
amended, is hereby further amended by the insertion therein after the words
"and Fifty-sixth" the words "and Fifty-seventh."
The last paragraph of Section 12 of the Mortgage, as heretofore amended,
the last paragraph of Section 17 of the Mortgage, as heretofore amended, and
the last paragraph of Section 110 of the Mortgage, as heretofore amended, are
hereby amended by inserting therein the words "or the Fifty-seventh Series"
after the words "Fifty-sixth Series" each time such words occur therein.
ARTICLE III.
MISCELLANEOUS PROVISIONS
SECTION 5. The terms defined in the Mortgage, as supplemented and
amended, shall, for all purposes of this Fifty-third Supplemental Indenture,
have the meanings specified therein, except that the term "Mortgage" shall
mean only the original Mortgage and Deed of Trust, dated as of July 1, 1946;
the term "Mortgage, as heretofore supplemented and amended" shall mean the
Mortgage, as supplemented and amended by the First through Fifty-second
Supplemental Indentures hereinabove referred to; and the term "Mortgage, as
supplemented and amended," shall mean the Mortgage, as supplemented and
amended by the First through Fifty-second Supplemental Indentures hereinabove
referred to and as supplemented and amended by this Fifty-third Supplemental
Indenture and any future supplemental indentures.
SECTION 6. The Trustee hereby accepts the trusts herein declared,
provided, created, supplemented or amended and agrees to perform the same upon
the terms and conditions herein and in the Mortgage, as heretofore
supplemented and amended, set forth and upon the following terms and
conditions:
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Fifty-third Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made by the Company solely. In general, each and every term and
condition contained in Article XVII of the Mortgage shall apply to and form
part of this Fifty-third Supplemental Indenture with the same force and effect
as if the same were herein set forth in full with such omissions, variations
and insertions, if any, as may be appropriate to make the same conform to the
provisions of this Fifty-third Supplemental Indenture.
SECTION 7. Whenever in this Fifty-third Supplemental Indenture either of
the parties hereto is named or referred to, this shall, subject to the
provisions of Articles XVI and XVII of the Mortgage, be deemed to include the
successors and assigns of such party, and all the covenants and agreements in
this Fifty-third Supplemental Indenture contained by or on behalf of the
Company or by or on behalf of the Trustee shall, subject as aforesaid, bind
and inure to the respective benefits of the respective successors and assigns
of such parties, whether so expressed or not.
SECTION 8. Nothing in this Fifty-third Supplemental Indenture, expressed
or implied, is intended or shall be construed to confer upon, or to give to,
any person, firm or corporation, other than the parties hereto and the holders
of the bonds Outstanding under the Mortgage, any right, remedy or claim under
or by reason of this Fifty-third Supplemental Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in this Fifty-third
Supplemental Indenture contained by or on behalf of the Company shall be for
the sole and exclusive benefit of the parties hereto and of the holders of the
bonds Outstanding under the Mortgage.
SECTION 9. This Fifty-third Supplemental Indenture may be executed
simultaneously in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
ARTICLE IV.
SPECIFIC DESCRIPTION OF PROPERTY
SECTION 10. CERTAIN REAL PROPERTY LOCATED IN:
MARICOPA COUNTY
ENVIRONMENTAL SHOWCASE HOME
The North 341 feet of the West 188 feet of the West half of the Northwest
quarter of the Northeast quarter of Section 9, Township 3 North, Range 4 East
of the Gila and Salt River Base and Meridian, Maricopa County, Arizona;
EXCEPT the North 55 feet thereof; and also
EXCEPT the West 30 feet thereof; and also
EXCEPT that part thereof described as follows:
BEGINNING at the intersection of the South line of said North 55 feet with
the East line of said West 30 feet;
thence Easterly along said South line, a distance of 18 feet;
thence Southwesterly to a point in said East line which is 18 feet South
of the Point of Beginning;
thence to the Point of Beginning.
NAVAJO COUNTY
CHOLLA GENERATING STATION -- COMMON FACILITIES
The percentage ownership interest of the Company in capital improvements
constructed on and after October 1, 1993 to the facilities common to two or
more generating units, including Cholla Unit 4, at the Cholla Generating
Station near Holbrook, Arizona is currently 62.35%. The percentage ownership
interest of the Company in new capital improvements constructed from time to
time in the future to such common facilities may change.
SECTION 11. THE ELECTRIC SUBSTATIONS OF THE COMPANY, including all
buildings, structures, towers, poles, all equipment, appliances and devices
for transforming, converting and distributing electric energy, and all land
owned by the Company upon which the same are situated, and all of the
Company's easements, rights of way, rights, machinery, equipment, appliances,
devices, licenses and supplies forming a part of said substations, or any of
them, including additions and improvements to any of the foregoing, or used or
enjoyed or capable of being used or enjoyed in conjunction with any thereof.
SECTION 12. Additions, extensions and improvements to THE ELECTRIC
TRANSMISSION SYSTEMS of the Company.
SECTION 13. Additions, extensions and improvements to THE ELECTRIC
DISTRIBUTION SYSTEMS of the Company, including the construction of additional
facilities throughout the Company's service area, as well as extension of
residential and downtown underground distribution facilities, including
associated distribution equipment such as voltage regulators, capacitor banks,
sectionalizing equipment, transformers, street lighting systems, meters and
services, including reconstruction and improvements to provide efficient
Company operation.
IN WITNESS WHEREOF, ARIZONA PUBLIC SERVICE COMPANY, party hereto of the
first part, has caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by its President, one of its Vice
Presidents, or its Treasurer, and its corporate seal to be attested by its
Secretary or one of its Assistant Secretaries or Associate Secretaries for and
in its behalf, in the City of Phoenix, Arizona, and BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, party hereto of the second part, has caused its
corporate name to be hereunto affixed, and this instrument to be signed and
sealed by one of its Trust Officers and its corporate seal to be attested by
its Vice President for and in its behalf, in the City of Los Angeles,
California, all as of the 1st day of March, 1994.
ARIZONA PUBLIC SERVICE COMPANY
NANCY E. NEWQUIST
----------------------------------------------------
Treasurer
Attest:
MARIE A. PAPIETRO
- --------------------------------------------------------
Associate Secretary
Executed, sealed and delivered by
ARIZONA PUBLIC SERVICE COMPANY in the presence of:
FLORENCE J. BROWN
- --------------------------------------------------------
SHERMA HUMBLE
- --------------------------------------------------------
[SEAL]
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, As Trustee
FONDA J. HALL
----------------------------------------------------
Trust Officer
Attest:
SHERI B. BALL
- --------------------------------------------------------
Vice President
Executed, sealed and delivered by
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
in the presence of:
NANCY R. PEREZ
- --------------------------------------------------------
M. DEBORAH GIBBONS
- --------------------------------------------------------
[SEAL]
STATE OF ARIZONA
COUNTY OF MARICOPA ss.:
On this 28th day of February, 1994, before me, Naomi Fyffe, the
undersigned officer, personally appeared Nancy E. Newquist, who acknowledged
herself to be the Treasurer of ARIZONA PUBLIC SERVICE COMPANY, an Arizona
corporation, and that she, as such Treasurer being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by herself as Treasurer.
IN WITNESS WHEREOF, I have hereunto set my hand and seal.
NAOMI FYFFE
----------------------------------------------------
Notary Public
My Commission Expires May 18, 1996
[SEAL]
STATE OF ARIZONA
COUNTY OF MARICOPA ss.:
On this 28th day of February, 1994, before me, Naomi Fyffe, the
undersigned officer, personally came Nancy E. Newquist, to me known, who being
by me duly sworn, did depose and say that she resides in Phoenix, Arizona,
that she is the Treasurer of ARIZONA PUBLIC SERVICE COMPANY, the corporation
described in and which executed the above instrument; that she knows the seal
of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of Directors of
said corporation, and that she signed her name thereto by like order.
IN WITNESS WHEREOF, I have hereunto set my hand and seal.
NAOMI FYFFE
----------------------------------------------------
Notary Public
My Commission Expires May 18, 1996
[SEAL]
STATE OF ARIZONA
COUNTY OF MARICOPA ss.:
This instrument was acknowledged before me on February 28, 1994 by Nancy
E. Newquist and Marie Papietro as Treasurer and Associate Secretary,
respectively, of ARIZONA PUBLIC SERVICE COMPANY.
NAOMI FYFFE
----------------------------------------------------
Notary Public
My Commission Expires May 18, 1996
[SEAL]
[SEAL]
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES ss.:
On this 28th day of February, 1994, before me, A. Lee, Notary Public in
and for the County and State aforesaid, residing therein, duly commissioned
and sworn, personally appeared Fonda J. Hall, known to me to be a Trust
Officer of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, the
national banking association which executed the within instrument, and Sheri
B. Ball known to me to be a Vice President of said association, who being by
me duly sworn, acknowledged before me that the seal affixed to said instrument
is the corporate seal of said association, that they, being authorized so to
do, executed the within instrument on behalf of said association by authority
of its board of directors, and that said instrument is the free act and deed
of said association for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
A. LEE
------------------------------------------
Notary Public
My Commission Expires August 15, 1997
[SEAL]
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES ss.:
This instrument was acknowledged before me on February 28, 1994 by Fonda
J. Hall and Sheri B. Ball as Trust Officer and Vice President, respectively,
of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION.
A. LEE
------------------------------------------
Notary Public
My Commission Expires August 15, 1997
[SEAL]
EXHIBIT 4.6
[FORM OF BOND]
REGISTERED REGISTERED
Number __ $
APS
ARIZONA PUBLIC SERVICE COMPANY
FIRST MORTGAGE BOND,
6 5/8% SERIES DUE 2004
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 040555 BU 7
Arizona Public Service Company, a corporation of the State of Arizona
(hereinafter called the Company), for value received, hereby promises to pay
to ______________________________
6 5/8% 6 5/8%
DUE DUE
2004 2004
or registered assigns, the principal sum of ____________________ Dollars on
March 1, 2004, in such coin or currency of the United States of America as
at the time of payment is legal tender for public and private debts, and to
pay to the registered owner hereof interest thereon in like coin or currency
at the rate of 6 5/8% per annum, semiannually on March 1 and September 1 in
each year, commencing September 1, 1994, until the principal hereof is paid
or made available for payment, such interest to be payable from the March 1
or September 1 next preceding the date of this bond. The interest so
payable on any March 1 or September 1 shall be paid to the person in whose
name this bond, or the bond in exchange or substitution for which this bond
shall have been issued, shall have been registered at the close of business
on the February 15 or August 15, as the case may be, next preceding such
March 1 or September 1, unless such day is a legal holiday or a day on which
banking institutions in The City of New York and/or the City of Los Angeles,
California are authorized to remain closed, in which case on the next
preceding day which shall not be a legal holiday or day on which such
institutions are authorized by law to remain closed. Payment of the
principal of and interest on this bond and other amounts, if any, payable
upon the redemption hereof will be made at the office or agency of the
Company maintained for that purpose in the City of Los Angeles, California,
and in the Borough of Manhattan, The City of New York, provided, however,
that payment of interest may be made at the option of the Company by check
mailed to the address of the person entitled thereto as such address shall
appear on the registration books of the Company.
The provisions of this bond are continued on the reverse hereof and such
provisions shall for all purposes have the same effect as though fully set
forth at this place.
This bond shall not become obligatory until Bank of America National
Trust and Savings Association, the Trustee under the Mortgage referred to on
the reverse hereof, or its successor thereunder, or the co-authenticating
agent on behalf of the Trustee or successor trustee, shall have signed the
form of authentication certificate endorsed hereon.
IN WITNESS WHEREOF, Arizona Public Service Company has caused this bond
to be signed in its corporate name by its President or one of its Vice
Presidents and its corporate seal to be impressed or imprinted hereon and
attested by its Secretary or one of its Assistant Secretaries.
DATED:
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series herein designated, described
or provided for in the within mentioned Mortgage.
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, AS TRUSTEE
By _____________________________
Authorized Signatory
OR
CO-AUTHENTICATING AGENT'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series herein designated, described
or provided for in the within mentioned Mortgage.
BANKAMERICA NATIONAL TRUST COMPANY, CO-AUTHENTICATING AGENT
By ____________________________
Authorized Signatory
ARIZONA PUBLIC SERVICE COMPANY INCORPORATED
SEAL
1920
ARIZONA PUBLIC SERVICE COMPANY
ATTEST:
____________________________
Secretary
By ____________________________
President
ARIZONA PUBLIC SERVICE COMPANY
First Mortgage Bond, 6 5/8% Series Due 2004
This bond is one of an issue of bonds of the Company issuable in series
and is one of a series known as its First Mortgage Bonds, 6 5/8% Series due
2004, all bonds of all series issued and to be issued under and equally
secured (except insofar as any sinking or other fund, established in
accordance with the provisions of the Mortgage hereinafter mentioned, may
afford additional security for the bonds of any particular series) by a
Mortgage and Deed of Trust (herein, together with any indenture supplemental
thereto, including the supplemental indentures dated as of December 1, 1947,
April 1, 1949, February 1, 1950, December 1, 1950, February 1, 1953,
November 1, 1953, March 1, 1954, October 1, 1957, March 1, 1959, November 1,
1961, June 1, 1962, December 1, 1962, September 1, 1963, September 1, 1967,
April 1, 1970, March 15, 1972, April 1, 1974, February 15, 1975, June 1,
1975, November 15, 1975, April 15, 1977, January 15, 1978, March 1, 1979,
October 15, 1979, May 15, 1980, February 2, 1982, April 15, 1982, July 1,
1983, October 15, 1983, June 15, 1984, January 15, 1985, May 1, 1985, June
1, 1985, November 1, 1985, January 15, 1986, March 1, 1986, May 1, 1986,
February 1, 1987, June 1, 1987, November 15, 1987, April 1, 1989, February
15, 1990, May 15, 1990, April 15, 1991, December 15, 1991, January 15, 1992,
March 1, 1992, June 15, 1992, February 1, 1993, August 1, 1993, August 1,
1993, September 15, 1993, and March 1, 1994, called the Mortgage) dated as
of July 1, 1946, executed by the Company to Bank of America National Trust
and Savings Association, as Trustee. Reference is made to the Mortgage for
a description of the property mortgaged and pledged, the nature and extent
of the security, the rights of the holders of the bonds and of the Trustee
in respect thereof, the duties and immunities of the Trustee, the terms and
conditions upon which the bonds are and are to be secured, and the
circumstances under which additional bonds may be issued. With the consent
of the Company and to the extent permitted by and as provided in the
Mortgage, the rights and obligations of the Company and/or the rights of the
holders of the bonds and/or the terms and provisions of the Mortgage may be
modified or altered by affirmative vote of the holders of at least seventy
per centum (70%) in principal amount of the bonds then outstanding under the
Mortgage and, if the rights of the holders of one or more, but less than
all, series of bonds then outstanding are to be affected, then also by
affirmative vote of the holders of at least seventy per centum (70%) in
principal amount of the bonds then outstanding of each series of bonds so to
be affected (excluding in any case bonds disqualified from voting by reason
of the Company's interest therein as provided in the Mortgage); provided
that, without the consent of the holder hereof, no such modification or
alteration shall, among other things, impair or affect the right of the
holder to receive payment of the principal of and interest on this bond and
other amounts, if any, payable upon the redemption hereof on or after the
respective due dates expressed herein, or permit the creation of any lien
equal or prior to the lien of the Mortgage or deprive the holder of the
benefit of a lien on the mortgaged and pledged property.
The principal hereof may be declared or may become due prior to the
maturity date hereinbefore named on the conditions, in the manner and at the
time set forth in the Mortgage, upon the occurrence of a default as in the
Mortgage provided.
This bond is transferable as prescribed in the Mortgage by the registered
owner hereof in person, or by his duly authorized attorney, at the office or
agency of the Company in the City of Los Angeles, California, or at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, upon surrender and cancellation of this bond, and thereupon a new
fully registered bond of the same series for a like principal amount will be
issued to the transferee in exchange herefor as provided in the Mortgage.
In the manner prescribed in the Mortgage, bonds of this series, upon
surrender thereof, for cancellation, at the office or agency of the Company
in the City of Los Angeles, California, or at the office or agency of the
Company in the Borough of Manhattan, The City of New York, together with a
written instrument of transfer, if required by the Company or by the
Trustee, duly executed by the registered owner or by his duly authorized
attorney, are exchangeable for a like aggregate principal amount of bonds in
registered form of the same series of other authorized denominations. The
Bonds are issuable in denominations of One Thousand Dollars or any integral
multiples thereof.
No service charge shall be made for any such transfer or exchange, but
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The bonds of this series will not be redeemable prior to maturity, except
that the bonds of this series shall be redeemable in whole at any time,
prior to maturity, upon notice (which may be made subject to the receipt of
the redemption moneys by the Trustee before the date fixed for redemption)
published in one daily newspaper, printed in the English language, and of
general circulation, in the Borough of Manhattan, The City of New York, once
on at least four (4) different days before the date fixed for redemption or
in certain cases by mailing, the first publication or mailing, as the case
may be, to be at least thirty (30) days prior to the date fixed for
redemption, by the application of cash delivered to or deposited with the
Trustee pursuant to the provisions of Section 87 of the Mortgage (but only
if and to the extent such Section is properly applicable to bona fide
transactions), at the following special redemption prices, expressed in
percentages of the principal amount of the bonds to be redeemed:
SPECIAL REDEMPTION PRICES
If redeemed during the 12 month period
beginning March 1,
1994 . . . . . .106.16% 1999 . . . . . .103.08%
1995 . . . . . .105.54% 2000 . . . . . .102.46%
1996 . . . . . .104.92% 2001 . . . . .. 101.85%
1997 . . . . . .104.31% 2002 . . . . . .101.23%
1998 . . . . . .103.69% 2003 . . . . . .100.62%
in each case, together with accrued interest to the date fixed for
redemption.
The Company and the Trustee may deem and treat the person in whose name
this bond is registered as the absolute owner hereof for the purpose of
receiving payment and for all other purposes, and neither the Company nor
the Trustee shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or interest
on this bond against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, officer or director of the
Company or of any predecessor or successor corporation, as such, either
directly or through the Company or any predecessor or successor corporation,
under any rule of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators, subscribers,
stockholders, officers and directors being released by the holder or owner
hereof by the acceptance of this bond and being likewise waived and released
by the terms of the Mortgage.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Bond, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - _______Custodian_______
(Cust) (Minor)
under Uniform Gifts to Minors
Act_______
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE.
____________________________________ Please print or typewrite name and
address of assignee ___________________________________ the within Bond of
ARIZONA PUBLIC SERVICE COMPANY and hereby does irrevocably constitute and
appoint ______________________________ attorney to transfer the said Bond on
the books of the within-named Company, with full power of substitution in
the premises.
Dated______________________
_________________________________________________________________
Notice: The signature to this assignment must correspond with the name as
written upon the face of the Bond in every particular, without alteration or
enlargement or any change whatever.
<TABLE>
EXHIBIT 12.3
- ------------------------------------------------------------------------------
ARIZONA PUBLIC SERVICE COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(THOUSANDS OF DOLLARS)
<CAPTION>
Twelve Months Ended
----------------------------------------------------------------------------------------
December 31,
----------------------------------------------------------------------------------------
1991
1993 1992 1991 (a) Adjusted (a) 1990 1989
------------ ------------ -------------- ---------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Net Income.................... $ 250,386 $ 246,805 $ (222,649) $ 184,380 $ 180,012 $ 212,354
Income taxes (1).............. 188,907 181,355 (94,750) 128,801 126,831 145,678
Fixed Charges................. 220,590 246,246 281,959 281,959 292,117 276,429
------------ ------------ -------------- -------------- ------------ ------------
Total..................... $ 659,883 $ 674,406 $ (35,440) $ 595,140 $ 598,960 $ 634,461
------------ ------------ -------------- -------------- ------------ ------------
------------ ------------ -------------- -------------- ------------ ------------
Fixed Charges:
Interest expense.............. $ 171,272 $ 190,746 $ 227,624 $ 227,624 $ 239,992 $ 224,243
Amortization of debt discount,
premium and expense......... 9,203 8,000 5,995 5,995 5,302 5,967
Estimated interest portion of
annual rentals (2).......... 40,115 47,500 48,340 48,340 46,823 46,219
------------ ------------ -------------- -------------- ------------ ------------
Total..................... $ 220,590 $ 246,246 $ 281,959 $ 281,959 $ 292,117 $ 276,429
------------ ------------ -------------- -------------- ------------ ------------
------------ ------------ -------------- -------------- ------------ ------------
Ratio of Earnings to Fixed
Charges (rounded down)........ 2.99 2.73 -0.13 2.11 2.05 2.29
------------ ------------ -------------- -------------- ------------ ------------
------------ ------------ -------------- -------------- ------------ ------------
(1) Income Taxes:
Charged to operations......... $ 168,056 $ 164,620 $ 96,273 $ 117,408 $ 106,044 $ 122,674
Charged (credited) to other
accounts.................... 20,851 16,735 (191,023) 11,393 20,787 23,004
------------ ------------ -------------- -------------- ------------ ------------
Total..................... $ 188,907 $ 181,355 $ (94,750) $ 128,801 $ 126,831 $ 145,678
------------ ------------ -------------- -------------- ------------ ------------
------------ ------------ -------------- -------------- ------------ ------------
(2) Estimated interest portion
of Unit 2 lease payments
included in estimated interest
portion of annual rentals..... $ 37,407 $ 43,581 $ 43,625 $ 43,625 $ 43,666 $ 43,703
------------ ------------ -------------- -------------- ------------ ------------
------------ ------------ -------------- -------------- ------------ ------------
- ----------
(a) The write-off resulting from the Arizona Corporation Commission order
settling the Company's rate case resulted in a negative coverage ratio and
an earnings coverage deficiency of approximately $317 million at December
31, 1991. Excluding the effects of the write-off, the coverage ratio would
have been 2.11 for the same period.
</TABLE>
