Filed pursuant to Rule 424(b)(3)
(Post-Effective Amendment No. 2
to Form S-3 Registration
Statement No. 33-15190)
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P R O S P E C T U S
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PINNACLE WEST CAPITAL CORPORATION
INVESTORS ADVANTAGE PLAN
COMMON STOCK
(No Par Value)
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The Pinnacle West Capital Corporation Investors Advantage Plan (the "Plan"),
to be effective as of May 1, 1995 and which amends and restates in its entirety
the Pinnacle West Capital Corporation Stock Purchase and Dividend Reinvestment
Plan, is designed to provide investors with a convenient way to purchase shares
of common stock, no par value ("Common Stock") of Pinnacle West Capital
Corporation (the "Company"), and to reinvest all or a portion of the cash
dividends paid on the Common Stock and the preferred stock of Arizona Public
Service Company ("APS") in shares of Common Stock.
PARTICIPANTS IN THE PLAN MAY:
o Reinvest all or a portion of cash dividends paid on Common Stock or APS
preferred stock registered in their names or on Common Stock credited to
their Plan accounts in shares of Common Stock.
o Make an initial investment in Common Stock with a cash payment of at least
$50, and additional optional investments thereafter, up to a maximum of
$60,000 per calendar year, including the initial investment.
o Receive, upon written request, certificates for whole shares of Common
Stock credited to their Plan accounts.
o Deposit certificates representing Common Stock into the Plan for
safekeeping.
o Sell shares of Common Stock credited to their Plan accounts through the
Plan.
Shares of Common Stock will be purchased under the Plan, at the option of
the Company, from newly issued shares, shares held in the treasury of the
Company, or shares purchased on the open market. Purchases will be effected
through an independent agent appointed by the Company. The Common Stock is
listed on the New York and Pacific Stock Exchanges. The closing price of the
Common Stock on March 29, 1995 on the New York Stock Exchange was $21.00.
The purchase price of newly issued or treasury shares of Common Stock
purchased under the Plan for an Investment Date (as defined in the Plan) will be
the average of the high and low sales prices of the Common Stock reported on the
New York Stock Exchange Composite Tape as published in The Wall Street Journal
or, for any day on which there is no such publication, in another generally
accepted publication for the first business day of the relevant Investment
Period (as defined in the Plan), provided that the New York Stock Exchange is
open on such day. The price of shares of Common Stock purchased or sold on the
open market will be the weighted average price per share (adjusted for brokerage
commissions, any related service charges, and applicable taxes) of the aggregate
number of shares purchased or sold, respectively, on the open market during the
relevant Investment Period. The Company will pay the costs of administration of
the Plan, except that Plan participants will bear the cost of brokerage
commissions, any related service charges, and applicable taxes relating to
shares of Common Stock purchased or sold on the open market.
To the extent required by applicable law in certain jurisdictions, shares of
Common Stock offered under the Plan to persons not presently record holders of
Common Stock are offered only through a registered broker/dealer in such
jurisdictions.
This Prospectus contains a summary of the material provisions of the Plan
and, therefore, this Prospectus should be retained by participants in the Plan
("Participants") for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is March 31, 1995.
CONTENTS
PAGE
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Available Information................................................... 1
Incorporation of Certain Documents by Reference......................... 1
The Company............................................................. 2
Description of the Plan................................................. 2
Definitions........................................................... 2
Purpose of the Plan................................................... 4
Advantages and Disadvantages of the Plan.............................. 4
Plan Administration................................................... 6
Participation in the Plan............................................. 6
Participation Options................................................. 7
Initial Cash Investments and Cash Investments......................... 9
Reinvestment of Dividends............................................. 11
Purchases............................................................. 11
Certificates.......................................................... 13
Safekeeping of Certificates........................................... 13
Sale of Shares........................................................ 13
Termination of Plan Participation..................................... 14
Costs................................................................. 15
Reports to Participants............................................... 15
Other Information..................................................... 16
Federal Income Tax Information........................................ 17
Application of Proceeds................................................. 18
Experts................................................................. 18
Legal Opinions.......................................................... 18
Shareholder Information................................................. 19
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be obtained at prescribed rates from the
Public Reference Section of the Commission or may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at certain of its regional offices
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 75
Park Place, Room 1400, New York, New York 10007. The Common Stock is listed on
the New York and Pacific Stock Exchanges. Reports, proxy material, and other
information concerning the Company can be inspected at the respective offices of
these Exchanges at Room 401, 20 Broad Street, New York, New York 10005, and 115
Sansome Street, San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The following documents previously filed with the Commission by the Company
(File No. 1-8962) are hereby incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1994 (the "1994 10-K").
2. The description of the Company's Common Stock included in the Company's
Registration Statement on Form 8-B, File No. 1-8962, as filed on July 25,
1985, except for the reference to transfer agents and registrars for the
Common Stock contained therein and of the Company's Preferred Share Purchase
Rights included in its Registration Statement on Form 8-A, File No. 1-8962,
as filed on March 31, 1989, and a Form 8 Amendment thereto as filed on
August 29, 1991.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of the 1994 10-K and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold will be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein will
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is also incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded will not be deemed,
except as modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, on the
oral or written request of any such person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents. Requests for
such copies should be directed to Pinnacle West Capital Corporation, P.O. Box
52132, Phoenix, Arizona 85072-2132, or by calling (602) 379-2500 or (800)
457-2983 toll-free nationwide.
THE COMPANY
The Company was incorporated in 1985 under the laws of the State of Arizona
and is engaged in the acquisition and holding of securities of corporations for
investment purposes. The principal executive offices of the Company are at 400
East Van Buren Street, P.O. Box 52132, Phoenix, Arizona 85072-2132, and its
telephone number is (602) 379-2500.
The Company's principal subsidiary, APS, is Arizona's largest electric
utility. The Company's other subsidiaries include SunCor Development Company,
which is engaged primarily in owning, holding, and developing real property, and
El Dorado Investment Company, which is engaged primarily in making equity
investments in other companies.
The following questions and answers describe the provisions of the Pinnacle
West Capital Corporation Investors Advantage Plan (the "Plan"). For convenience
of reference, the definitions of certain key terms are included below:
DESCRIPTION OF THE PLAN
DEFINITIONS
Administrator -- Pinnacle West Capital Corporation (the "Company"
or "Pinnacle West"). See also "Plan
Administrator."
Cash Investment -- A payment made subsequent to enrollment in the
Plan. The maximum aggregate Cash Investment
(including the Initial Cash Investment) is $60,000
per account per calendar year.
Company -- Pinnacle West Capital Corporation.
Dividend Payment Date -- The date determined by the Company's Board of
Directors on which Common Stock dividends are
payable. These dates are normally the first day of
March, June, September, and December.
Dividend Record Date -- Generally the first business day of the month
immediately preceding the Dividend Payment Date.
Eligible Investor -- An investor who makes an Initial Cash Investment
of at least $50 or a Shareholder of Record.
Enrollment Forms -- Forms available through the Company that the
investor must complete to be able to participate
in the Plan.
Ex-Dividend Date -- A date prior to the Dividend Record Date, based on
industry regulations, necessary to allow for the
settlement of traded securities by the Dividend
Record Date. Common Stock purchased between the
Ex-Dividend Date and the Dividend Record Date is
not entitled to the succeeding dividend.
Initial Cash Investment -- A payment made to the Company to purchase shares
of Common Stock to open a Plan account. The
minimum Initial Cash Investment is $50.
Investment Date -- The date on which the purchase price for all
shares of Common Stock to be purchased has been
determined. The purchased shares are credited to a
participant's account on the Investment Date.
Investment Period -- The period during which Common Stock is purchased.
The Investment Period begins on the first business
day of any month in which there is not a Dividend
Record Date and on the second business day of any
month in which there is a Dividend Record Date.
Investment Statement -- A statement sent to a participant after an
Investment Period in which the participant's
account had investment activity. The Investment
Statement includes the purchase price and number
of shares of Common Stock purchased.
Plan -- Pinnacle West Capital Corporation Investors
Advantage Plan.
Plan Administrator -- Pinnacle West Capital Corporation (the "Company").
Plan History Statement -- A statement sent to a participant upon withdrawal
(including by way of the sale of shares or the
issuance of a certificate for shares) of all or a
portion of shares from the participant's account.
Shareholder of Record -- An investor whose shares are registered on the
books of the Company.
PURPOSE OF THE PLAN
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide shareholders and interested investors with
a convenient and economical way to purchase shares of Common Stock with Cash
Investments (including an Initial Cash Investment) or reinvested dividends.
ADVANTAGES AND DISADVANTAGES OF THE PLAN
2. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE PLAN?
THE PLAN OFFERS INVESTORS THE FOLLOWING ADVANTAGES:
A. DIRECT PURCHASE OF STOCK -- Persons not presently owning shares of Common
Stock may become shareholders by making an Initial Cash Investment of at
least $50 (but not more than $60,000 per account per calendar year).
See Question 5.
Participants may invest additional funds to purchase shares of Common Stock
at any time. The maximum annual Cash Investment (including the Initial Cash
Investment) is $60,000 per account.
B. SELL STOCK -- Participants may sell shares held in their Plan account
through the Plan. See Questions 33 and 34.
C. CERTIFICATE SAFEKEEPING -- Participants may deposit their Common Stock
certificates with the Company, whether or not the Common Stock represented
by such certificates was purchased through the Plan, and have their
ownership maintained on the Company's records in their Plan account. This
convenience is provided at no cost to the participant and eliminates the
possibility of loss, inadvertent destruction, or theft of certificates.
Also, because shares deposited for safekeeping are treated in the same
manner as shares purchased through the Plan, they may be transferred or sold
through the Plan. See Question 32.
D. REINVESTMENT OF DIVIDENDS -- All or a portion of Common Stock dividends
may be reinvested to purchase additional shares of Common Stock. Dividends
on APS preferred stock may be reinvested to purchase Common Stock provided
the investor maintains a Plan account. See Questions 7 through 11.
E. SIMPLIFIED RECORDKEEPING -- An Investment Statement will be mailed to
participants after any investment activity. The statement is cumulative,
providing year-to-date Plan account activity. A Plan History Statement will
be sent when shares are sold, transferred or otherwise withdrawn from the
Plan. See Questions 35 and 38.
F. REDUCED BROKER COMMISSIONS -- The broker commissions negotiated by the
Company for buying or selling shares are typically substantially less than
those paid by individual investors for this service. No commissions are paid
for newly issued shares or for treasury shares. See Questions 28 and 34.
G. TRANSFER OF SHARES -- Participants may transfer shares held in their Plan
account to another individual's account at no cost. The normal transfer
requirements will apply. See Questions 31 and 44.
H. FULL INVESTMENT OF FUNDS -- The full amount of reinvested dividends and
Cash Investments can be invested because the Plan permits fractional shares
to be credited to Plan accounts. Dividends are paid on fractional shares as
well as on whole shares. See Question 29.
PLAN PARTICIPATION PRESENTS INVESTORS WITH THE FOLLOWING DISADVANTAGES:
A. NO INTEREST ON FUNDS PENDING INVESTMENT -- No interest is paid on
dividends or Cash Investments held pending investment or reinvestment. See
Question 18.
B. DELAY IN DETERMINING PURCHASE PRICE -- The number of shares purchased for
an investor's Plan account will not be determined until all shares for the
relevant Investment Period have been purchased. Therefore, investors will
not know the number of shares purchased or the purchase price until the
Investment Date. See Questions 26 through 30.
C. RETURN OF CASH INVESTMENTS -- Cash Investments (including Initial Cash
Investments) sent to the Plan Administrator will not be returned to the
investor unless a written request is received by the Plan Administrator by
the last Company business day of the month prior to the relevant Investment
Period. See Question 20.
D. PERIODIC DELAYS FOR ISSUING CERTIFICATES OR SELLING SHARES -- Requests
for issuance of certificates or the sale of shares from a Plan account will
be delayed during the dividend processing period. This is a 13-15 business
day period which begins on the Ex-Dividend Date. See Questions 31, 34, and
35.
E. BROKER COMMISSIONS -- While the broker commissions negotiated by the Plan
Administrator for buying or selling stock are typically less than those paid
by individual investors for this service, certain investors may be able to
negotiate lower commissions on an individual basis. Also, the commissions
negotiated by the Plan Administrator may change from time to time. See
Questions 28 and 34.
F. PRICE OF SHARES -- Plan participants can not designate a specific price
at which to sell or purchase Common Stock. Requests for the sale of Plan
shares are accumulated and the Plan Administrator places a market order with
the appointed agent. Similarly, a market order is placed with the
independent agent to purchase stock with all funds available for investment.
See Questions 25, 28, and 33.
PLAN ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
The Company administers the Plan. Administration duties include recordkeeping,
sending periodic statements of account, and holding shares purchased through the
Plan or otherwise deposited for safekeeping. See Question 32. Such shares will
be registered in the name of, and held by, the Company as Plan Administrator.
Communications about the Plan should be directed to:
Pinnacle West Capital Corporation
Shareholder Department
P.O. Box 52133
Phoenix, AZ 85072-2133
When writing, please include a day-time telephone number to expedite our reply.
The nationwide toll-free Shareholder Department telephone number is
800-457-2983. In the Phoenix area, call 379-2500.
PARTICIPATION IN THE PLAN
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any interested investors making an Initial Cash Investment of at least $50 and
all Common Stock Shareholders of Record are eligible to participate. Citizens or
residents of a country other than the United States or its territories and
possessions should determine whether they are subject to any governmental
regulations prohibiting or restricting participation in the Plan, and must
provide evidence satisfactory to the Administrator that their participation will
not violate any such regulations, before enrolling in the Plan.
Beneficial owners of Common Stock whose shares are held in a name other than
their own (for example, a bank, broker, or trustee) may participate in the Plan
with respect to such shares by transferring those shares into their own name.
Once the shares are registered on the books of the Company, the investor is
eligible to enroll in the Plan.
5. HOW DOES AN ELIGIBLE INVESTOR ENROLL IN THE PLAN?
After being furnished with a Plan Prospectus, Eligible Investors may join the
Plan by completing and signing an Enrollment Form and returning it to the
Company. Non-shareholder investors must also submit an Initial Cash Investment
of at least $50 (but not more than $60,000).
Once enrolled in the Plan, Eligible Investors will remain enrolled until they
discontinue their participation or the Plan is terminated. See Question 35, 36,
and 42.
Shareholders who were enrolled in the Company's Stock Purchase and Dividend
Reinvestment Plan are automatically enrolled in the Investors Advantage Plan and
are eligible to participate in the features of the new Plan immediately on and
after May 1, 1995. SUCH SHAREHOLDERS SHOULD CAREFULLY REVIEW THE PARTICIPATION
OPTIONS, PARTICULARLY THE "CASH INVESTMENT ONLY" AND "PARTIAL DIVIDEND
REINVESTMENT" OPTIONS. THESE OPTIONS HAVE BEEN MODIFIED IN THE NEW PLAN. See
Questions 7 through 13. Unless such a shareholder submits a new Enrollment Form
designating a different participation option, each such shareholder will be
enrolled in the new Plan at a level of participation that corresponds to the
level at which the shareholder previously participated in the Company's Stock
Purchase and Dividend Reinvestment Plan.
6. WHEN MAY AN ELIGIBLE INVESTOR JOIN THE PLAN?
An Eligible Investor may join the Plan at any time by completing and returning
an Enrollment Form.
PARTICIPATION OPTIONS
7. WHAT PARTICIPATION OPTIONS ARE AVAILABLE IN THE PLAN?
On the Enrollment Form, the investor is offered the following participation
options:
-- Full Dividend Reinvestment
-- Partial Dividend Reinvestment or
-- Cash Investment Only
Shareholders who were enrolled in the Company's Stock Purchase and Dividend
Reinvestment Plan should see the discussion in Question 5.
8. HOW DOES THE "FULL DIVIDEND REINVESTMENT" OPTION OF THE PLAN WORK?
Participants enrolling in the Full Dividend Reinvestment option will have
dividends earned on all Common Stock, both in their Plan account and of record,
reinvested to purchase additional shares of Common Stock. APS preferred
shareholders may also reinvest their preferred dividends (see Question 11). The
reinvestment of dividends will commence with the first dividend to which the
participant is entitled payable after the next Dividend Record Date following
enrollment. A participant may also make Cash Investments of up to $60,000 per
account annually to purchase Common Stock.
9. HOW DOES THE "PARTIAL DIVIDEND REINVESTMENT" OPTION OF THE PLAN WORK?
Participants enrolling in the Partial Dividend Reinvestment option can designate
a specific number of shares on which they wish to receive cash dividends, with
dividends on the balance of shares being reinvested to purchase Common Stock.
Participants may also elect to receive cash dividends on shares they hold in
certificated form, with dividends on shares held in their Plan account being
reinvested. The reinvestment of dividends will commence with the first dividend
to which the participant is entitled payable after the next Dividend Record Date
following enrollment. In addition, a participant may make Cash Investments of up
to $60,000 per account annually to purchase Common Stock.
If a participant has elected this option and subsequently directs that a portion
of his shares are to be sold, transferred, or withdrawn, unless the participant
otherwise directs, all shares on which a participant receives reinvested
dividends will be sold, transferred, or withdrawn prior to the sale, transfer,
or withdrawal of any shares on which a participant receives cash dividends.
10. HOW DOES THE "CASH INVESTMENT ONLY" OPTION OF THE PLAN WORK?
Participants enrolling in the Cash Investment Only option may make Cash
Investments of up to $60,000 per account annually. Dividends earned on all
Common Stock, both in the Plan account and of record, will be paid directly to
the investor in the manner in which dividends are normally paid. The Cash
Investment will purchase additional shares of Common Stock.
NOTE: IF PARTICIPANTS DO NOT INDICATE A PARTICIPATION OPTION ON THE
ENROLLMENT FORM, THEIR ACCOUNT WILL AUTOMATICALLY BE ENROLLED INTO
THE "FULL DIVIDEND REINVESTMENT" OPTION.
11. MAY ARIZONA PUBLIC SERVICE COMPANY PREFERRED STOCK DIVIDENDS BE
REINVESTED IN THE PLAN?
Yes. APS preferred shareholders may reinvest their dividends to purchase Common
Stock by enrolling in the Plan. Preferred shareholders who already own Common
Stock of record or who already participate in the Plan must complete an
Enrollment Form for each issue of preferred stock being reinvested. Preferred
shareholders who do not own Common Stock of record and do not already
participate in the Plan may enroll in the Plan by submitting an Initial Cash
Investment of at least $50 and completing an Enrollment Form for each issue of
preferred stock being reinvested.
12. MAY PARTICIPANTS CHANGE THEIR PARTICIPATION OPTION?
Yes. The participation option may be changed by completing and signing a new
Enrollment Form and returning it to the Company. The change will be effective as
of the next Dividend Record Date following receipt of the new Enrollment Form.
13. MAY THE COMPANY RESTRICT PARTICIPATION IN THE PLAN?
Yes. The Company reserves the right to restrict participation in the Plan if it
believes that such participation may be contrary to the general intent of the
Plan or in violation of applicable law.
INITIAL CASH INVESTMENTS AND CASH INVESTMENTS
14. WHO IS ELIGIBLE TO MAKE CASH INVESTMENTS?
Any Shareholder of Record who has submitted a signed Enrollment Form is eligible
to make Cash Investments regardless of the participation option chosen, subject
to the maximum contribution. See Question 17.
15. WHO IS ELIGIBLE TO MAKE AN INITIAL CASH INVESTMENT?
Any interested investor may submit a signed Enrollment Form and make an Initial
Cash Investment, subject to the minimum and maximum contributions. See Question
17.
16. HOW ARE INITIAL CASH INVESTMENTS AND CASH INVESTMENTS MADE?
Initial Cash Investments and Cash Investments must be made by check, money
order, or wire transfer payable through a U.S. bank or other financial
institution, in U.S. dollars, to Pinnacle West Capital Corporation. Do not send
cash. Initial Cash Investments must be accompanied by a completed Enrollment
Form; an Enrollment Form or a Cash Investment form should accompany Cash
Investments to ensure credit to the proper account. The Company may in the
future allow for Cash Investments to be made by electronic debit from a
specified account or in any other manner.
17. IS THERE A MINIMUM AND MAXIMUM CASH INVESTMENT?
Yes. The minimum Initial Cash Investment is $50. Subsequent Cash Investments may
be any amount. The maximum aggregate Cash Investment (including the Initial Cash
Investment) is $60,000 per account per calendar year.
18. WHEN WILL A PARTICIPANT'S INITIAL CASH INVESTMENT OR CASH INVESTMENT
BE INVESTED?
Initial Cash Investments and Cash Investments will be invested during the
Investment Period of the calendar month immediately following the calendar month
in which the funds are received. Because interest is not paid on funds pending
investment, it is to your benefit to mail your Cash Investments so they are
received shortly before the end of the calendar month. Funds are considered to
be received when delivered, either by postal service or in person, during
Company business hours to the Company's corporate headquarters (see "Shareholder
Information" below for address).
In the event that a check submitted for investment is returned unpaid for any
reason, the Plan Administrator will consider the request for investment of such
funds null and void. Any shares purchased upon the prior credit of such funds
will be immediately removed from the participant's account. The Plan
Administrator will be entitled to sell those shares to satisfy any uncollected
amounts. If the net proceeds of the sale of such shares are insufficient to
satisfy the balance of such uncollected amounts, the Plan Administrator will be
entitled to sell additional shares from the participant's account to satisfy the
uncollected balance.
19. WHEN WILL SHARES PURCHASED WITH INITIAL CASH INVESTMENTS OR CASH
INVESTMENTS BE ENTITLED TO RECEIVE DIVIDENDS?
Shares purchased with an Initial Cash Investment or Cash Investment will be
entitled to dividends if the shares were credited to the participant's account
as of a date preceding the Dividend Record Date for payment of a dividend.
20. MAY A PARTICIPANT REQUEST THAT AN INITIAL CASH INVESTMENT OR CASH
INVESTMENT BE RETURNED?
Yes. A participant may request, in writing, the return of an Initial Cash
Investment or Cash Investment. The funds will be returned if the request is
received by the last Company business day of the month prior to the relevant
Investment Period.
NOTE: INTEREST IS NOT PAID ON FUNDS HELD PENDING INVESTMENT.
REINVESTMENT OF DIVIDENDS
21. IS THERE A MINIMUM OR MAXIMUM AMOUNT FOR REINVESTED DIVIDENDS?
No. Dividends designated for reinvestment through the Plan are not subject to
a minimum or maximum.
22. WHEN WILL A PARTICIPANT'S DIVIDENDS BE REINVESTED?
A participant's dividends will be reinvested during the Investment Period of the
month in which the dividend is payable.
23. WHEN WILL SHARES PURCHASED WITH REINVESTED DIVIDENDS BE ENTITLED TO
RECEIVE DIVIDENDS?
Shares purchased with reinvested dividends will be entitled to dividends on the
Dividend Payment Date following the purchase of such shares.
PURCHASES
24. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED THROUGH THE PLAN?
Common Stock purchased through the Plan will be purchased, at the discretion of
the Company and in accordance with applicable law, either on the open market or
directly from the Company or through a combination of the foregoing. Shares
purchased from the Company may be either authorized but unissued shares or
shares held in the treasury of the Company.
25. HOW IS COMMON STOCK PURCHASED ON THE OPEN MARKET?
Common Stock will be purchased through an independent agent appointed by the
Company. The independent agent will have full discretion in all matters related
to such purchases, including the day and time of purchase, price paid, number of
shares purchased, and the markets or persons through whom the purchases are
made.
26. WHEN ARE SHARES PURCHASED FOR THE PLAN?
Purchases of shares on the open market may begin on the first day of the
relevant Investment Period and will be completed no later than 30 days
thereafter. Dividends not invested in Common Stock within 30 days of the
Dividend Payment Date therefor and Cash Investments not invested in Common Stock
within 35 days of receipt will be promptly returned to participants.
Shares purchased from the Company (newly issued Common Stock or treasury stock)
will be acquired as of the first day of the relevant Investment Period, provided
that the New York Stock Exchange is open on such day. See Question 27.
27. WHEN WILL SHARES BE CREDITED TO A PARTICIPANT'S ACCOUNT?
Participants' shares will be credited to their Plan accounts on the Investment
Date and are considered to be owned by the participant on that day.
If the Investment Date falls on a date when the New York Stock Exchange is
closed, the first day immediately succeeding such day on which the New York
Stock Exchange is open will be the Investment Date.
28. HOW IS THE PURCHASE PRICE OF THE COMMON STOCK DETERMINED?
The purchase price of Common Stock purchased on the open market will be the
weighted average price, including broker commissions, related service charges,
and applicable taxes, of all shares purchased during the Investment Period.
The purchase price of Common Stock purchased from the Company (newly issued
Common Stock or treasury stock) will be the average of the high and low prices
of the Common Stock reported on the New York Stock Exchange Composite Tape as
published in The Wall Street Journal or, for any day on which there is no such
publication, in another generally accepted publication for the first business
day of the relevant Investment Period, provided that the New York Stock Exchange
is open on such day.
If the stock is purchased both on the open market and through the Company, the
purchase price will be the weighted average price of such shares in accordance
with the foregoing two paragraphs.
29. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT?
The number of shares purchased for a participant will be equal to the
participant's Cash Investments for the month plus dividends available for
reinvestment divided by the purchase price of the shares. The participant's
account will be credited with the whole and fractional shares on the Investment
Date.
30. CAN A PARTICIPANT REQUEST THE PURCHASE OF A SPECIFIC NUMBER OF SHARES?
No. Since the purchase price of the Common Stock cannot be calculated until the
Common Stock is purchased, a participant may not purchase a specific number of
shares.
CERTIFICATES
31. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED THROUGH THE PLAN?
No. The certificates for shares purchased through the Plan are registered in the
name of the Company as Plan Administrator. A certificate will be issued to
participants only upon request.
Participants requesting the issuance of a certificate for their Plan shares
should submit the request in writing to the Plan Administrator, specifying the
number of shares to be issued. Certificates will generally be issued within five
days following the receipt of the request. However, requests received during the
dividend processing period will be delayed. See "Disadvantages of the Plan --
D." Certificates cannot be issued for fractional shares.
The certificate will be issued in the name(s) of the participant(s). Requests to
issue a certificate into another registration must meet the requirements for
transfer of stock. See Question 44.
See Question 9 for information relating to the certification of only a portion
of a participant's Plan shares when the participant has elected the Partial
Dividend Reinvestment option for his shares.
SAFEKEEPING OF CERTIFICATES
32. CAN CERTIFICATES BE RETURNED TO THE COMPANY TO BE HELD IN THE
PARTICIPANT'S PLAN ACCOUNT?
Yes. Certificates for Common Stock may be returned to the Plan Administrator to
take advantage of the safekeeping feature of the Plan. THE CERTIFICATES SHOULD
NOT BE ENDORSED AND REGISTERED MAIL IS RECOMMENDED. The certificates should be
submitted with a letter to the Plan Administrator directing the Plan
Administrator to deposit the shares represented by such certificates into the
Plan account of the participant. Alternatively, the certificates can be
submitted with a new Enrollment Form with the share safekeeping option checked
thereon. Investors may submit certificates for safekeeping upon initial
enrollment in the Plan or at any time while participating in the Plan.
COMMON STOCK SURRENDERED FOR SAFEKEEPING WILL BE TREATED AS SHARES PURCHASED
THROUGH THE PLAN.
SALE OF SHARES
33. HOW MAY PARTICIPANTS SELL THEIR PLAN SHARES?
Participants may sell their Plan shares by submitting a written request to the
Company. The request should indicate the number of shares to be sold and must be
signed by ALL account owners. Shares acquired through and held in the Plan, as
well as shares surrendered for safekeeping, may be sold in this manner. A
request to sell shares is irrevocable after it is received by the Company. The
Company's appointed agent will have full discretion in all matters related to
the sale, including the time of sale, sale price, and the markets or persons
through whom the shares are sold. Participants cannot specify a price at which
to sell their stock.
Shares held outside the Plan may not be sold through the Plan.
See Question 9 for information relating to the sale of only a portion of a
participant's Plan shares when the participant has elected the Partial Dividend
Reinvestment option for his shares.
34. WHEN WILL PLAN SHARES BE SOLD?
Plan shares will generally be sold within five business days following receipt
of the sale request. However, sale requests received during the dividend
processing period will be delayed until the dividend processing period is
completed. See "Disadvantages of the Plan -- D."
A check will be issued for the proceeds of the sale minus the broker
commissions, any related service charges, and applicable taxes, and will be made
payable to the registered account owners only.
TERMINATION OF PLAN PARTICIPATION
35. HOW MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
Participants may terminate participation in the Plan either by selling all the
shares in their Plan account or by having a certificate issued for a specific
number of whole shares in their Plan account and selling the balance of shares.
See Questions 31, 33, and 34. Certificates cannot be issued for fractional
shares; fractional shares must be sold when terminating participation.
Plan participants must notify the Company in writing of their intention to
terminate participation in the Plan, have all account owners sign the request,
and indicate whether they wish to receive a stock certificate or sell their
shares.
Participants terminating their Plan participation will receive a Plan History
Statement detailing the account history. THIS STATEMENT SHOULD BE RETAINED FOR
TAX PURPOSES.
Cash Investments received prior to the request to terminate Plan participation
will be invested during the next Investment Period unless the participant timely
requests the return of that Cash Investment. See Question 20.
The termination of Plan participation will be delayed if the request is received
during the dividend processing period. See "Disadvantages of the Plan -- D."
36. MAY THE COMPANY TERMINATE A PARTICIPANT'S PLAN PARTICIPATION?
Yes. If a participant does not maintain at least one whole share of Common Stock
in the Plan account or does not own any Common Stock of record for which cash
dividends are designated for reinvestment pursuant to the Plan, the
participant's participation may be terminated by the Company upon written notice
to the participant. A participant whose participation has been terminated will
receive a check for the cash value of any fractional share in the Plan account.
In addition, the Company may terminate a participant's participation in the Plan
if it believes that such participation may be contrary to the general intent of
the Plan or in violation of applicable law. The participant will receive a
certificate for whole shares and a check for the cash value of the fractional
share in the Plan account.
COSTS
37. WHAT COSTS ARE ASSOCIATED WITH PARTICIPATION IN THE PLAN?
The only costs associated with Plan participation are the broker commissions,
related service charges, and applicable taxes for the sale or purchase of shares
for a participant's account. All other administrative costs are borne by the
Company.
REPORTS TO PARTICIPANTS
38. WHAT REPORTS ARE SENT TO PARTICIPANTS?
Plan participants will receive an Investment Statement as soon as possible after
each month in which an investment occurs in their Plan account, which will
provide detailed account information for the current calendar year. THIS
STATEMENT SHOULD BE RETAINED FOR TAX PURPOSES.
Participants who have sold, transferred, or withdrawn shares from their Plan
accounts will receive a Plan History Statement detailing the account history.
THIS STATEMENT SHOULD BE RETAINED FOR TAX PURPOSES.
Plan participants will also receive copies of all shareholder communications
such as quarterly reports, annual reports, and notices of shareholder meetings
and proxy materials.
Plan participants will receive an IRS Form 1099-DIV showing total dividends
reported to the Internal Revenue Service which were paid to the participant both
on shares of record and Plan account shares. An IRS form 1099-B will be provided
for reporting the proceeds from the sale of shares through the Plan. See
Question 46 for further information regarding tax reporting.
OTHER INFORMATION
39. WHAT HAPPENS IF THE COMPANY DECLARES A DIVIDEND PAYABLE IN COMMON
STOCK OR A STOCK SPLIT?
Any dividends in the form of shares of Common Stock and any shares resulting
from a Common Stock split on shares held in a participant's Plan account will be
credited to the participant's Plan account.
40. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
Participants in the Plan will receive a proxy statement and a proxy card
representing Plan account shares as well as any Common Stock held of record. The
participant's shares will be voted in accordance with the instructions indicated
on the proxy card. Shares for which a proxy is not received will not be voted.
41. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND ITS AGENTS UNDER THE
PLAN?
Neither the Company, in its individual capacity or as Administrator, nor any
independent agent appointed by the Company pursuant to the Plan will be liable
for any act done in good faith or for any good faith omission to act with
respect to the Plan, including, without limitation, any claim of liability
arising out of failure to terminate a participant's account upon such
participant's death prior to receipt of notice in writing of such death or with
respect to the prices or times at which, or sources from which, shares are
purchased or sold for participants, or with respect to any fluctuation in market
value before or after any purchase or sale of shares.
PARTICIPANTS MUST RECOGNIZE THAT THE COMPANY CANNOT ASSURE THEM A PROFIT, OR
PROTECT THEM AGAINST LOSSES, ON SHARES PURCHASED PURSUANT TO THE PLAN. THE
MARKET PRICE OF COMMON STOCK CAN FLUCTUATE SUBSTANTIALLY. PARTICIPANTS ACCEPT
THE RISKS AS WELL AS THE BENEFITS OF THE PLAN.
42. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Yes. The Company reserves the right to suspend, modify, or terminate the Plan at
any time, although shareholder response is expected to justify continuing the
Plan indefinitely. As a result, the Company may register additional shares from
time to time. Any suspension, modification, or termination of the Plan will be
communicated by the Company to all Plan participants.
43. MAY COMMON STOCK HELD IN A PLAN ACCOUNT BE PLEDGED AS COLLATERAL?
No. Common Stock held in a Plan account may not be pledged as collateral.
Participants wishing to use their Common Stock as collateral must have
certificates issued for the shares. The certificates can then be delivered for
collateral.
44. MAY COMMON STOCK HELD IN A PLAN ACCOUNT BE TRANSFERRED OR ASSIGNED TO
ANOTHER PERSON?
Yes. A participant may transfer or assign Plan shares to another person or
entity by meeting the requirements for transfer of stock. Requests for stock
transfer requirements should be sent to:
Pinnacle West Capital Corporation
Stock Transfer Department
P.O. Box 52134
Phoenix, AZ 85072-2134
or by calling the Company at 800-457-2983 or, in Phoenix, at 379-2500.
See Question 9 for information relating to the transfer of only a portion of a
participant's Plan shares when the participant has elected the Partial Dividend
Reinvestment option for his shares.
45. HOW MAY INSTRUCTIONS BE GIVEN TO THE ADMINISTRATOR?
Although currently all instructions from a participant to the Administrator are
required to be in writing, the Administrator may in the future allow certain
instructions to be given by telephone or in any other manner as agreed to by the
Administrator and the participant.
FEDERAL INCOME TAX INFORMATION
46. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PLAN PARTICIPATION?
The Company believes the following is an accurate summary of the federal tax
consequences of participation in the Plan. YOU ARE ADVISED TO CONSULT YOUR TAX
OR FINANCIAL ADVISOR WITH RESPECT TO FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS
WHICH APPLY TO YOUR SPECIFIC SITUATION.
In general, the dividends paid on Common Stock or APS preferred stock, whether
the shares are held in certificate form by the shareholder or held by the
Company in book-entry or through the Plan, are considered taxable income,
whether received in cash or reinvested through the Plan. The information return
sent to you and the IRS at year-end will provide the information required to
complete your income tax returns.
The tax basis of shares acquired through the reinvestment of dividends will be
equal to the value of dividends reinvested. The tax basis of shares purchased
with Cash Investments will be equal to the amount of such investments.
Upon the sale of either a portion or all of shares from the Plan, a participant
may recognize a capital gain or loss based on the difference between the sales
proceeds and the tax basis in the shares sold, including any fractional shares.
The capital gain or loss will be long-term if the shares were held for more than
one year.
For participants who are subject to U.S. withholding tax, backup withholding, or
foreign taxes, the Company will withhold the required taxes from the gross
dividends or proceeds from the sale of shares. The dividends or proceeds
received by the participant, or dividends reinvested on behalf of the
participant, will be net of the required taxes.
APPLICATION OF PROCEEDS
The Company intends to use the proceeds from the issuance of any newly
issued or treasury shares of Common Stock pursuant to the Plan to fund the
activities of its subsidiaries (APS and its subsidiaries, SunCor Development
Company and its subsidiaries, and El Dorado Investment Company) and for general
corporate purposes. Pursuant to certain of the Company's credit agreements, any
new investments by the Company in its subsidiaries (excluding APS) are generally
restricted to $15 million in the aggregate from December 6, 1989 until the
lenders under those credit agreements are fully repaid. As of the date of this
Prospectus, the Company had not made any such new investments in its
subsidiaries.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this Prospectus by reference to the Company's 1994 Annual Report
on Form 10-K have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which is incorporated herein by reference (which
report expresses an unqualified opinion and includes an explanatory paragraph
relating to the Company's change in method of accounting for income taxes
discussed in Note 3 to these financial statements), and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
LEGAL OPINIONS
The validity of the Common Stock offered hereby has been passed upon for the
Company by Snell & Wilmer L.L.P., One Arizona Center, Phoenix, Arizona 85004.
SHAREHOLDER INFORMATION
PINNACLE WEST CAPITAL CORPORATION
Corporate Headquarters: 400 East Van Buren
Phoenix, AZ 85004
Mailing Address: P.O. Box 52132
Phoenix, AZ 85072-2132
Telephone Numbers: 602-379-2500 In Phoenix
800-457-2983 Nationwide Toll-free
Shareholder Account Information
- -- Stock Transfer Requirements: P.O. Box 52134
Phoenix, AZ 85072-2134
- -- Plan and Account Information: P.O. Box 52133
Phoenix, AZ 85072-2133
Stock Listing Information
- -- Ticker Symbol: PNW on the New York and Pacific Stock
Exchanges
- -- Financial listings: PinWst
Utility Investors Association The Arizona Utility Investors
Association represents the interests of
utility investors throughout the state
of Arizona. If interested, send your
name and address to:
Arizona Utility Investors Association
P.O. Box 34805
Phoenix, AZ 85067
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NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY [LOGO]
REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH PINNACLE WEST
INFORMATION OR REPRESENTATION MUST NOT CAPITAL CORPORATION
BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS -------------
PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF ANY OFFER INVESTORS ADVANTAGE PLAN
TO BUY, ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY -------------
PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH JURISDICTION. Common Stock
(No Par Value)
-------------
PROSPECTUS
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