UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| | Date of report (Date of earliest event reported): | January 22, 2020 | |
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Commission File Number | | Exact Name of Each Registrant as specified in its charter; State of Incorporation; Address; and Telephone Number | | IRS Employer Identification No. |
| 1-8962 | | PINNACLE WEST CAPITAL CORPORATION | | 86-0512431 |
| | | (an Arizona corporation) | | |
| | | 400 North Fifth Street, P.O. Box 53999 | | |
| | | Phoenix | Arizona | 85072-3999 | | | |
| | | (602) | 250-1000 | | | | |
| 1-4473 | | ARIZONA PUBLIC SERVICE COMPANY | | 86-0011170 |
| | | (an Arizona corporation) | | |
| | | 400 North Fifth Street, P.O. Box 53999 | | |
| | | Phoenix | Arizona | 85072-3999 | | | |
| | | (602) | 250-1000 | | | | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | PNW | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
This combined Form 8-K is separately filed or furnished by Pinnacle West Capital Corporation and Arizona Public Service Company. Each registrant is filing or furnishing on its own behalf all of the information contained in this Form 8-K that relates to such registrant and, where required, its subsidiaries. Except as stated in the preceding sentence, neither registrant is filing or furnishing any information that does not relate to such registrant, and therefore makes no representation as to any such information.
Item 7.01 Regulation FD Disclosure.
On January 22, 2020, Arizona Public Service Company issued a press release announcing its clean energy commitment. A copy of the press release is attached hereto as Exhibit 99.1.
Forward-Looking Statements
This Report on Form 8-K and the attached press release contain forward-looking statements based on current expectations. These forward-looking statements are often identified by words such as “estimate,” “predict,” “may,” “believe,” “plan,” “expect,” “require,” “intend,” “assume” and similar words. Because actual results may differ materially from expectations, we caution you not to place undue reliance on these statements. A number of factors could cause future results to differ materially from historical results, or from outcomes currently expected or sought by us. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 and are available on our website at http://www.pinnaclewest.com, which you should review carefully before placing any reliance on our forward-looking statements or disclosures. We assume no obligation to update any forward-looking statements, even if our internal estimates change, except as may be required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Registrant(s) | Description |
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| 99.1 | Pinnacle West Capital Corporation APS | |
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| 104 | Pinnacle West Capital Corporation APS | 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | PINNACLE WEST CAPITAL CORPORATION |
| | | (Registrant) |
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| Dated: January 22, 2020 | | By: /s/ Robert E. Smith |
| | | Robert E. Smith |
| | | Senior Vice President and |
| | | General Counsel |
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| | | ARIZONA PUBLIC SERVICE COMPANY |
| | | (Registrant) |
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| Dated: January 22, 2020 | | By: /s/ Robert E. Smith |
| | | Robert E. Smith |
| | | Senior Vice President and |
| | | General Counsel |
