As filed with the Securities and Exchange Commission on January 3, 2001
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
PINNACLE WEST CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
ARIZONA 86-0512431
------------------------ ----------------
(State of incorporation) (I.R.S. Employer
Identification Number)
400 East Van Buren, Suite 700
Phoenix, Arizona 85004
(602) 379-2500
--------------------------------------------------
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
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MATTHEW P. FEENEY
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-0001
(602) 382-6239
(Name, address, including zip code and telephone number,
including area code, of agent for service)
----------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
by market conditions and other factors.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 464(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities To Amount To Be Offering Aggregate Offering Amount of
Be Registered Registered(1) Price Per Share(2) Price(2) Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock,
No Par Value 19,460 shares $ 46.91 $912,868.60 $ 229
========================================================================================================
</TABLE>
(1) Shares of common stock that may be offered pursuant to this Registration
Statement consist entirely of shares of common stock issued to former directors
of the Company under an amendment to the Pinnacle West Capital Corporation and
Arizona Public Service Company Directors' Retirement Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act of
1933, on the basis of the average of the high and low prices for shares of
common stock on the New York Stock Exchange on January 2, 2001.
----------
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE AN OFFER OR SALE IS PROHIBITED.
Subject to completion, dated January 3, 2001
Prospectus
PINNACLE WEST CAPITAL CORPORATION
19,460 Common Shares
This prospectus relates to shares of our common stock that may be sold by
the selling stockholders named under the section of this prospectus entitled
"Selling Stockholders." The selling stockholders may sell some or all of the
common stock through ordinary brokerage transactions, directly to market makers
of our shares, or through any of the other means described in the section
entitled "Plan of Distribution" beginning on page 3.
The selling stockholders will receive all of the proceeds from the sale of
the common stock, less any brokerage or other expenses of sale incurred by them.
We are paying for the costs of registering the shares covered by this
prospectus.
Our common stock is traded on the New York Stock Exchange under the symbol
"PNW." The closing sale price of our common stock as reported by the New York
Stock Exchange on January 2, 2001 was $ 46.375 per share.
----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved the sale of the common stock or determined that the
information in this prospectus is accurate or complete. It is illegal for any
person to tell you otherwise.
----------
The date of this prospectus is ______________ ____, 2001.
<PAGE>
TABLE OF CONTENTS
Page
----
Forward-Looking Statements.................................................... 1
Where You Can Find More Information........................................... 2
Business of Pinnacle West Capital Corporation................................. 2
Use of Proceeds............................................................... 3
Selling Stockholders.......................................................... 3
Plan of Distribution.......................................................... 3
Experts....................................................................... 4
Legal Opinions................................................................ 4
You should rely only on the information contained or incorporated by reference
in this prospectus and in any accompanying prospectus supplement. No one has
been authorized to provide you with different information.
The common stock is not being offered in any jurisdiction where the offer is not
permitted.
You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
<PAGE>
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement, and the additional
information described under the heading "Where You Can Find More Information"
may contain forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
statements are subject to risks and uncertainties and are based on the beliefs
and assumptions of our management, based on information currently available to
our management. When we use words such as "believes," "expects," "anticipates,"
"intends," "plans," "estimates," "should," or similar expressions, we are making
forward-looking statements.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties, and assumptions. Our future results may differ materially
from those expressed in these forward-looking statements. Many of the factors
that will determine these results are beyond our ability to control or predict.
These factors include, but are not limited to:
* the ongoing restructuring of the electric industry;
* the outcome of regulatory proceedings relating to our restructuring;
* regulatory, tax, and environmental legislation;
* our ability to successfully compete outside our traditional regulated
markets;
* regional economic conditions, which could affect customer growth;
* the cost of debt and equity capital;
* weather variations affecting customer usage;
* technological developments in the electric industry;
* the successful completion of large-scale construction projects;
* the value of El Dorado Investment Company's investment in a
technology-related venture capital partnership;
* successfully managing market risks;
* the strength of the real estate market; and
* other uncertainties, all of which are difficult to predict and many of
which are beyond our control.
You are cautioned not to put undue reliance on any forward-looking
statement. We claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 for
any forward-looking statements contained in this prospectus and any prospectus
supplement.
1
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
AVAILABLE INFORMATION
We file annual, quarterly, and special reports, and other information with
the SEC. Our SEC filings are available to the public over the Internet at the
SEC's web site: http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference rooms in Washington, D.C., New York, New
York, and Chicago, Illinois. You may call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Reports and other information
concerning us can also be inspected and copied at the offices of the New York
Stock Exchange at 20 Broad Street, New York, New York 10005, and the Pacific
Stock Exchange at 301 Pine Street, San Francisco, California 94104.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information that we file with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until all securities are sold under this prospectus.
* Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
* Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
June 30, and September 30, 2000;
* Current Reports on Form 8-K dated July 12 and October 26, 2000; and
* 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.
You may request a copy of these filings and will receive a copy of these
filings, at no cost, by writing or telephoning us at the following address:
Pinnacle West Capital Corporation
Office of the Secretary
Station 9046
P.O. Box 53999
Phoenix, Arizona 85072-3999
(602) 250-5608
BUSINESS OF PINNACLE WEST CAPITAL CORPORATION
We were incorporated in 1985 under the laws of Arizona and are engaged,
through our subsidiaries, in the generation, transmission, and distribution of
electricity and energy products and services; in real estate development; and in
venture capital investment. Our principal executive offices are located at 400
East Van Buren, Suite 700, Phoenix, Arizona 85004, 602-379-2500.
The following information describes our subsidiaries. Arizona Public
Service Company (APS), our major subsidiary and Arizona's largest electric
utility, provides retail and wholesale electric service to the entire state with
the exception of Tucson and about one-half of the Phoenix area. APS also
generates, sells, and delivers electricity to wholesale customers in the western
United States. SunCor Development Company is a developer of residential,
commercial, and industrial real estate projects in Arizona, New Mexico, and
Utah. El Dorado Investment Company
2
<PAGE>
is primarily a venture capital firm. APS Energy Services Company, Inc. was
formed in 1998 and sells energy and related products and services in competitive
retail markets in the western United States. Pinnacle West Energy Corporation,
which was formed in 1999, is the subsidiary through which we intend to conduct
our unregulated generation operations.
USE OF PROCEEDS
We will not receive any proceeds from the sale of any shares offered by
this prospectus.
SELLING STOCKHOLDERS
The following table provides information about the selling stockholders as
of December 1, 2000. The shares offered by this prospectus may be offered from
time to time by the selling stockholders named below, or by pledgees, donees,
transferees or other successors in interest to them.
The shares shown as offered under this prospectus by the selling
stockholders named below have been issued to the selling stockholders pursuant
to the Pinnacle West Capital Corporation and Arizona Public Service Company
Directors' Retirement Plan.
<TABLE>
<CAPTION>
Shares Owned
After Offering Percentage of
Maximum Number of (Assuming all Common Stock
Name of Selling Shares Owned Shares to be Sold shares offered Owned After
Stockholder(1) Prior to this Offering in this Offering are sold) Offering
-------------- ---------------------- ---------------- --------- --------
<S> <C> <C> <C> <C>
Marianne M. Jennings 749 1,080 749 (2)
Robert E. Keever 133 790 133 (2)
Donald M. Riley 0 1,870 0 (2)
Quentin P. Smith, Jr 18.68 400 18.68 (2)
Dianne C. Walker 782 530 782 (2)
John R. Norton III 28,133 2,350 28,133 (2)
Wilma W. Schwada 1,200 2,690 1,200 (2)
Donald N. Soldwedel 12,668 3,040 12,668 (2)
Douglas J. Wall 3,038 3,110 3,038 (2)
Ben F. Williams, Jr 882 3,600 882 (2)
</TABLE>
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(1) Each of the selling stockholders named above is a former director of
Pinnacle West Capital Corporation and/or Arizona Public Service Company.
(2) Subsequent to the offering, each of the selling stockholders will hold less
then one percent of our outstanding common stock.
PLAN OF DISTRIBUTIONPLAN OF DISTRIBUTION
The selling stockholders, their pledgees, donees, transferees or other
successors in interest may from time to time offer and sell all or a portion of
the shares in transactions on the New York Stock Exchange, or on any other
securities exchange or market on which the common stock is listed or traded, in
negotiated transactions or otherwise, at prices then prevailing or related to
the then-current market price or at negotiated prices. The selling stockholders
or their pledgees, donees, transferees or other successors in interest may sell
their shares directly or through agents or broker-dealers acting as principal or
agent, or in block trades or pursuant to a distribution by one or more
3
<PAGE>
underwriters on a firm commitment or best-efforts basis. To the extent required,
the names of any agent or broker-dealer and applicable commissions or discounts
and any other required information with respect to any particular offer will be
set forth in an accompanying prospectus supplement. Each of the selling
stockholders and their pledgees, donees, transferees or other successors in
interest reserves the right to accept or reject, in whole or in part, any
proposed purchase of the shares to be made directly or through agents.
Such broker-dealers, if any, may receive compensation in the form of
discounts, concessions or commissions from the selling shareholder and/or the
purchasers of the shares of common stock for whom such broker-dealers may act as
agents to whom they may sell as principals, or both (which compensation, as a
particular broker-dealer, might be in excess of customary commissions).
In connection with distributions of the shares, any selling stockholder may
enter into hedging transactions with broker-dealers and the broker-dealers may
engage in short sales of the shares in the course of hedging the positions they
assume with the selling stockholder. Any selling stockholder also may sell the
shares short and deliver the shares to close out such short positions. Any
selling stockholder also may enter into option or other transactions with
broker-dealers that involve the delivery of the shares to the broker-dealers,
which may then resell or otherwise transfer such shares. Any selling stockholder
also may loan or pledge the shares to a broker-dealer and the broker-dealer may
sell the shares so loaned or upon a default may sell or otherwise transfer the
pledged shares. The activities are limited by the purchase agreement between us
and the selling stockholders during periods when the conversion price is subject
to periodic adjustment.
The selling stockholders, any agents, dealers or underwriters that
participate with the selling stockholders in the resale of the shares of common
stock and the pledgees, donees, transferees or other successors in interest of
the selling stockholders may be deemed to be "underwriters" within the meaning
of the Securities Act, in which case any commissions received by such agents,
dealers or underwriters and a profit on the resale of the shares of common stock
purchased by them may be deemed underwriting commissions or discounts under the
Securities Act.
In order to comply with the securities laws of particular states, if
applicable, the shares may be sold only through registered or licensed brokers
or dealers.
There is no assurance that the selling stockholders will sell any or all of
the shares.
In addition to selling their common stock under this prospectus, the
selling stockholders may:
* transfer their common stock in other ways not involving market makers
or established trading markets, including by gift, distribution, or
other transfer; or
* sell their common stock under Rule 144 of the Securities Act.
EXPERTS
The financial statements incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended December 31, 1999
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
LEGAL OPINIONS
Snell & Wilmer L.L.P., One Arizona Center, Phoenix, Arizona 85004 will
opine on the validity of the common stock offered under this prospectus.
4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission registration fee.............. $ 229
Printing, engraving, and postage expenses........................ 15,000 *
Legal fees and expenses.......................................... 5,000 *
Accounting fees and expenses..................................... 15,000 *
Rating Agency fees and expenses.................................. --
Trustee's fees and expenses...................................... --
Blue Sky fees and expenses....................................... --
Miscellaneous.................................................... 4,771 *
-------
Total................................................... $40,000 *
=======
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* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The law of Arizona permits extensive indemnification of present and former
directors, officers, employees or agents of an Arizona corporation, whether or
not authority for such indemnification is contained in the indemnifying
corporation's articles of incorporation or bylaws. Specific authority for
indemnification of present and former directors and officers, under certain
circumstances, is contained in Article Eleventh of the Company's Articles of
Incorporation. In addition, Section 7.01 of the Company's bylaws provides that
the Company will indemnify present and former directors and officers to the
fullest extent permitted by Arizona law.
Under the Arizona Business Corporation Act (the "ABCA"), in order for a
corporation to indemnify a director or officer, a majority of the corporation's
disinterested directors, independent legal counsel, or the shareholders must
find that the conduct of the individual to be indemnified was in good faith and
that the individual reasonably believed that the conduct was in the
corporation's best interests (in the case of conduct in an "official capacity"
with the corporation) or that the conduct was at least not opposed to the
corporation's best interests (in all other cases). In the case of any criminal
proceeding, the finding must be to the effect that the individual had no
reasonable cause to believe the conduct was unlawful. Indemnification is
permitted with respect to expenses, judgments, fines, and amounts paid in
settlement by such individuals.
Indemnification under the ABCA is permissive, except in the event of a
successful defense, in which case a director or officer must be indemnified
against reasonable expenses, including attorneys' fees, incurred in connection
with the proceeding. In addition, the ABCA requires Arizona corporations to
indemnify any "outside director" (a director who is not an officer, employee, or
holder of five percent or more of any class of the corporation's stock) against
liability unless (i) the corporation's articles of incorporation limit such
indemnification, (ii) the outside director is adjudged liable in a proceeding by
or in the right of the corporation or in any other proceeding charging improper
personal benefit to the director, or (iii) a court determines, before payment to
the outside director, that the director failed to meet the standards of conduct
described in the preceding paragraph. A court may also order that an individual
be indemnified if the court finds that the individual is fairly and reasonably
entitled to indemnification in light of all of the relevant circumstances,
whether or not the individual has met the standards of conduct in this and the
preceding paragraph.
In connection with the offering made by the prospectus which is a part of
this registration statement, as it may be amended or supplemented, the
underwriters of the securities, pursuant to the relevant underwriting agreement,
will severally agree to indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed this registration statement, and
each person, if any, who controls the Company within the meaning of the
Securities Act of 1933, as amended (the "Act"), against certain losses, claims,
damages, or liabilities, including liabilities under the Act, that arise out of
or are based upon written information furnished by such underwriters to the
Company for use in this registration statement or in such prospectus.
II-1
<PAGE>
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising on
the part of the Company out of its foregoing indemnification provisions, subject
to certain exclusions and to the policy limits.
ITEM 16. EXHIBITS.
EXHIBIT DESCRIPTION
------- -----------
5.1 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
(5) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions referred to in Item 15 of
this Registration Statement, or otherwise, the Company has been advised that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(6) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(7) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona on the 3rd day of January,
2001.
PINNACLE WEST CAPITAL CORPORATION
By: William J. Post
-------------------------------------
(William J. Post, President
and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Chris N. Froggatt, Barbara M. Gomez, and Michael V. Palmeri
and each of them, as attorneys-in-fact, to sign in his or her name and behalf,
individually and in each capacity designated below, and to file any amendments,
including post-effective amendments, to this registration statement, and any
related Rule 462(b) registration statement or amendment thereto.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
William J. Post Principal Executive Officer January 3, 2001
------------------------------- and Director
(William J. Post,
Chief Executive Officer)
Michael V. Palmeri Principal Financial Officer January 3, 2001
-------------------------------
(Michael V. Palmeri,
Vice President, Finance)
Chris N. Froggatt Principal Accounting Officer January 3, 2001
-------------------------------
(Chris N. Froggatt,
Vice President and Controller)
Edward N. Basha, Jr. Director January 3, 2001
-------------------------------
(Edward N. Basha, Jr.)
Michael L. Gallagher Director January 3, 2001
-------------------------------
(Michael L. Gallagher)
Pamela Grant Director January 3, 2001
-------------------------------
(Pamela Grant)
Roy A. Herberger, Jr. Director January 3, 2001
-------------------------------
(Roy A. Herberger, Jr.)
Martha O. Hesse Director January 3, 2001
-------------------------------
(Martha O. Hesse)
William S. Jamieson, Jr. Director January 3, 2001
-------------------------------
(William S. Jamieson, Jr.)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Humberto S. Lopez Director January 3, 2001
-------------------------------
(Humberto S. Lopez)
Robert G. Matlock Director January 3, 2001
-------------------------------
(Robert G. Matlock)
Kathryn L. Munro Director January 3, 2001
-------------------------------
(Kathryn L. Munro)
Bruce J. Nordstrom Director January 3, 2001
-------------------------------
(Bruce J. Nordstrom)
Richard Snell Director January 3, 2001
-------------------------------
(Richard Snell)
</TABLE>
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<PAGE>
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
PINNACLE WEST CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
================================================================================
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
5.1 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
