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): December 14, 2001
PINNACLE WEST CAPITAL CORPORATION
(Exact name of
registrant as specified in its charter)
| Arizona |
|
|
1-8962 |
|
|
86-0512431 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
|
|
Identification Number) |
| |
| |
| 400 North Fifth Street, P.O. Box 53999, Phoenix, Arizona |
|
|
85072-3999 |
| (Address of principal executive offices) |
|
|
(Zip Code) |
(602) 250-1000
(Registrant's telephone number, including area
code)
NONE
(Former name or former address, if changed since last
report)
Item 5. Other Events
Arizona Supreme Court Review of Settlement Agreement
As previously disclosed, Arizona Public Service Company ("APS"), a
wholly-owned subsidiary of Pinnacle West Capital Corporation (the "Company"),
entered into a comprehensive Settlement Agreement on May 14, 1999 (the
"Settlement Agreement") with various parties relating to the implementation of
retail electric competition. On September 23, 1999, the Arizona Corporation
Commission (the "ACC") approved the Settlement Agreement with some modifications. On
December 13, 1999, two parties filed lawsuits challenging the ACC's approval of
the Settlement Agreement. The Arizona Court of Appeals affirmed the ACC's
approval of the Settlement Agreement in both of these lawsuits. One of these
decisions was not appealed and has become final. The other decision, however,
was appealed to the Arizona Supreme Court. On October 5, 2001, the Arizona
Supreme Court agreed to hear the appeal on the singular issue of whether the ACC
could itself become a party to the Settlement Agreement by virtue of its
approval of the Settlement Agreement. See "Arizona Supreme Court Review of
Settlement Agreement" in Item 5 of the Company's Report on Form 8-K dated
October 18, 2001 (the "October 8-K").
On December 14, 2001, the Arizona Supreme Court vacated its own October 5,
2001 order accepting jurisdiction and decided to dismiss the appeal. As a
result, the judicial challenges to the Settlement Agreement have terminated.
Consistent with its obligations under the Settlement Agreement, on January 7,
2002, APS and the ACC filed in Maricopa County Superior Court a stipulation to
dismiss all of APS' litigation pending against the ACC. On January 15, 2002, a
Maricopa County Superior Court judge issued an order dismissing such litigation.
Arizona Electric Industry Restructuring
As previously disclosed, in a filing with the ACC on October 18, 2001, APS
requested the ACC to (a) grant APS a partial variance from an ACC rule that
would obligate APS to acquire all of its customers' "standard offer" generation
requirements from the competitive market (with at least 50% of that coming from
a "competitive bidding" process) starting in 2003 and (b) approve as just and
reasonable a long-term purchase power agreement ("PPA") between APS and the
Company. See "ACC Filing Regarding Rule Waiver and Purchase Power Agreement" in
Item 5 of the October 8-K.
By letter dated January 14, 2002, the Chairman of the
ACC stated that "the [ACC's] Electric Competition Rules, along with the Settlement Agreements approved for APS and [Tucson Electric Power Company], establish the framework for a transition to a retail generation competitive market." The ACC Chairman then recommended that the ACC establish a new "generic" docket to "determine if
changed circumstances require the [ACC] to take another look at electric
restructuring in Arizona." Matters that would be addressed by the ACC in the new
docket would include:
- Whether the ACC should continue implementation of the retail electric
competition rules adopted by the ACC in 1999 in their current form or with
modifications;
- Whether the ACC should "slow the pace of the implementation of the [rules]
to provide an opportunity to consider the extent to which [rule]
modification and variance is in the public interest, including changing the
direction to retail electric competition"; and
- Whether the ACC should "step back from electric industry restructuring
until the [ACC] is convinced that there exists a viable competitive
wholesale electric market to support retail electric competition in
Arizona."
On January 22, 2002 the ACC's Chief Administrative Law Judge issued a
procedural order by which a generic docket was opened. The order also indicated
that any decision on whether to consolidate the generic docket with the APS
request, as suggested in Chairman Mundell's letter, will be made at a later
time.
APS is required to transfer its generation assets and
competitive services to one or more corporate affiliates on or before December
31, 2002. Consistent with that requirement, APS has been addressing the legal
and regulatory requirements necessary to complete the transfer of its generation
assets to Pinnacle West Energy Corporation, another wholly-owned subsidiary of
the Company, on or before that date. In anticipation of APS' transfer of generation assets, Pinnacle West Energy has
completed, and is in the process of developing and planning, various generation
expansion projects so that APS can reliably meet the energy requirements of its Arizona customers.
A modification to the competition rules as a result of the generic
docket could, among other things, adversely affect APS' ability to transfer its generation assets to
Pinnacle West Energy by December 31, 2002. The Company cannot predict the outcome of the generic docket or its effect
on APS' October 18, 2001 filing, the existing Arizona electric competition
rules, or the Settlement Agreement, or what reponsive actions APS may take.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Pinnacle West Capital Corporation quarterly consolidated statistical
summary for the periods ended December 31, 2001 and 2000. |
| 99.2 |
|
Pinnacle West Capital Corporation consolidated statistics by quarter for 2001. |
| 99.3 |
|
Pinnacle West Capital Corporation consolidated statistics by quarter for 2000. |
| 99.4 |
|
Pinnacle West Capital Corporation earnings variance explanations for the
periods ended December 31, 2001 and 2000 and condensed consolidated
statements of income for the three months and twelve months ended December
31, 2001 and 2000. |
| 99.5 |
|
Glossary of Terms. |
Item 9. Regulation FD Disclosure
The Company is providing quarterly consolidated statistical summaries, earnings variance explanations, and a glossory of relevant terms
("Information") to help interested parties better understand its business. This
Information is concurrently being posted to the Company's website at
www.pinnaclewest.com. The Information may not represent
all of the factors that could affect the Company's operating or financial results for various periods. Some of the
Information is preliminary in nature and could be subject to significant
adjustment. Some of the Information is based on information received from third
parties and may contain inaccuracies. The Company is not responsible for any
such inaccuracies. Although the Company may update or correct the Information if it is
aware that the information has been revised or is inaccurate, the Company assumes no obligation to
update or correct the Information and reserves the right to discontinue the
provision of all or any portion of the Information at any time or to change the
type of Information provided.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
|
|
|
PINNACLE WEST CAPITAL CORPORATION
(Registrant) |
|
|
| |
|
|
|
| |
|
| Dated: January 25, 2002 |
|
|
By: Barbara M. Gomez
|
| |
|
|
Barbara M. Gomez |
| |
|
|
Treasurer |
PINNACLE WEST CAPITAL CORPORATION
Exhibit Index to Current Report on Form 8-K
| 99.1 |
|
Pinnacle West Capital Corporation quarterly consolidated statistical
summary for the periods ended December 31, 2001 and 2000. |
| 99.2 |
|
Pinnacle West Capital Corporation consolidated statistics by quarter for 2001. |
| 99.3 |
|
Pinnacle West Capital Corporation consolidated statistics by quarter for 2000. |
| 99.4 |
|
Pinnacle West Capital Corporation earnings variance explanations for the
periods ended December 31, 2001 and 2000 and condensed consolidated
statements of income for the three months and twelve months ended December
31, 2001 and 2000. |
| 99.5 |
|
Glossary of Terms. |