-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A28KAwxut/Ff49lHQo34xLA0YH77anrFAi/ghaBlkx2js9gNZ9mOdoryEYsGsqF4 vkrR8m6yjblnt448xK7i4A== 0000950147-02-000978.txt : 20020813 0000950147-02-000978.hdr.sgml : 20020813 20020813165602 ACCESSION NUMBER: 0000950147-02-000978 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020813 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE WEST CAPITAL CORP CENTRAL INDEX KEY: 0000764622 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 860512431 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08962 FILM NUMBER: 02730390 BUSINESS ADDRESS: STREET 1: 400 E VAN BUREN ST PO BOX 52132 STREET 2: P O BOX 52132 CITY: PHOENIX STATE: AZ ZIP: 85072-2132 BUSINESS PHONE: 6022501000 MAIL ADDRESS: STREET 1: 400 E VAN BUREN ST STREET 2: PO BOX 52132 CITY: PHOENIX STATE: AZ ZIP: 85072-2132 FORMER COMPANY: FORMER CONFORMED NAME: AZP GROUP INC DATE OF NAME CHANGE: 19870506 8-K 1 e-8823.txt CURRENT REPORT DATED 8-13-02 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): August 13, 2002 PINNACLE WEST CAPITAL CORPORATION (Exact name of registrant as specified in its charter) Arizona 1-8962 86-0512431 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS. The following exhibits are being furnished under Item 9 of this Report. EXHIBIT NO. DESCRIPTION - --- ----------- 99.1 Sworn statement of William J. Post, the Registrant's principal executive officer, as filed on August 13, 2002 with the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. 99.2 Sworn statement of Michael V. Palmeri, the Registrant's principal financial officer, as filed on August 13, 2002 with the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. 99.3 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of William J. Post, the Registrant's principal executive officer, as submitted to the Securities and Exchange Commission on August 13, 2002. 99.4 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Michael V. Palmeri, the Registrant's principal financial officer, as submitted to the Securities and Exchange Commission on August 13, 2002. ITEM 9. REGULATION FD DISCLOSURE This Report and the attached exhibits are being furnished pursuant to Regulation FD. On August 13, 2002, William J. Post, the Registrant's principal executive officer, and Michael V. Palmeri, the Registrant's principal financial officer, each filed with the Securities and Exchange Commission (the "Commission") the sworn statements required by the Commission's June 27, 2002 Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (File No. 4-460). A copy of the sworn statements are attached as Exhibits 99.1 and 99.2. Also on August 13, 2002, William J. Post and Michael V. Palmeri submitted to the Commission certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. A copy of the certifications are attached as Exhibits 99.3 and 99.4. 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: August 13, 2002 By: Michael V. Palmeri ----------------------------------------- Michael V. Palmeri Vice President, Finance EX-99.1 3 ex99-1.txt SWORN STATEMENT OF WILLIAM J. POST EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, William J. Post, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Pinnacle West Capital Corporation, and, except as corrected or supplemented in a subsequent covered report: * no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and * no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with Pinnacle West Capital Corporation's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": * the Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of Pinnacle West Capital Corporation; * all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Pinnacle West Capital Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and * any amendments to any of the foregoing. William J. Post Subscribed and sworn to before me - ------------------------------------ this 13th day of August, 2002. William J. Post Chairman of the Board and Chief Executive Officer Date: 8/13/02 Kris Fenex ------------------------------- -------------------------------- Notary Public My commission expires: 8/16/02 EX-99.2 4 ex99-2.txt SWORN STATEMENT OF MICHAEL V. PALMERI EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Michael V. Palmeri, state and attest that: 1. To the best of my knowledge, based upon a review of the covered reports of Pinnacle West Capital Corporation, and, except as corrected or supplemented in a subsequent covered report: * no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and * no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). 2. I have reviewed the contents of this statement with Pinnacle West Capital Corporation's Audit Committee. 3. In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": * the Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of Pinnacle West Capital Corporation; * all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Pinnacle West Capital Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and * any amendments to any of the foregoing. Michael V. Palmeri Subscribed and sworn to before me - ------------------------------------ this 13th day of August, 2002. Michael V. Palmeri Vice President, Finance Date: 8/13/02 Linda G. Redman ------------------------------ ----------------------------------- Notary Public My commission expires: 2/8/03 EX-99.3 5 ex99-3.txt CERTIFICATION PURSUANT TO SARBANES-OXLEY ACT EXHIBIT 99.3 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (WILLIAM J. POST) I, William J. Post, the Chairman of the Board and Chief Executive Officer of Pinnacle West Capital Corporation ("Pinnacle West"), certify, to the best of my knowledge, that: (a) the attached Quarterly Report on Form 10-Q of Pinnacle West for the quarterly period ended June 30, 2002 (the "June 2002 Form 10-Q") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (b) the information contained in the June 2002 Form 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of Pinnacle West. William J. Post --------------------------------------- William J. Post Chairman of the Board and Chief Executive Officer Date: August 13, 2002 The foregoing certificate is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63, Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document. EX-99.4 6 ex99-4.txt CERTIFICATION PURSUANT TO SARBANES-OXLEY ACT EXHIBIT 99.4 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002C (MICHAEL V. PALMERI) I, Michael V. Palmeri, the Vice President, Finance of Pinnacle West Capital Corporation ("Pinnacle West"), certify, to the best of my knowledge, that: (a) the attached Quarterly Report on Form 10-Q of Pinnacle West for the quarterly period ended June 30, 2002 (the "June 2002 Form 10-Q") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (b) the information contained in the June 2002 Form 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of Pinnacle West. Michael V. Palmeri --------------------------------------- Michael V. Palmeri Vice President, Finance Date: August 13, 2002 The foregoing certificate is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63, Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document. -----END PRIVACY-ENHANCED MESSAGE-----