-----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, SQfwRanRuOKDTAHCGpaOWGm2WWNNx4Vck6Rv+X7t92M1RAR5eWlbngJ78zi7k/iC eM+fIgQKhSdy6/gGbq+usA== 0000950147-02-000340.txt : 20020414 0000950147-02-000340.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950147-02-000340 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARIZONA PUBLIC SERVICE CO CENTRAL INDEX KEY: 0000007286 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 860011170 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-83398 FILM NUMBER: 02558592 BUSINESS ADDRESS: STREET 1: 400 N FIFTH ST STREET 2: P O BOX 53999 CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6022501000 S-3 1 e-8206.txt FORM S-3 OF ARIZONA PUBLIC SERVICE COMPANY AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 2002 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ARIZONA PUBLIC SERVICE COMPANY (Exact name of Registrant as specified in its charter) ARIZONA 86-0011170 (State of Incorporation) (I.R.S. Employer Identification Number) 400 North Fifth Street Phoenix, Arizona 85004 (602) 250-1000 (Address, including zip code and telephone number, including area code, of registrant's principal executive offices) MATTHEW P. FEENEY Snell & Wilmer L.L.P. One Arizona Center Phoenix, Arizona 85004 (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. 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 462(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. [X] 333-63994 If this Form is a post-effective amendment filed pursuant to Rule 464(c) under the Securities Act, check the following 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. [ ] CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Each Class of to be Price Offering Registration Securities to be Registered Registered Per Unit Price Fee - -------------------------------------------------------------------------------- First Mortgage Bonds....... (1)(3) (2) (1)(2)(3) N/A Debt Securities............ (1)(4) (2) (1)(2)(4) N/A Total................. $50,000,000 (2) $50,000,000 $4,600(5) ================================================================================ (1) In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this Registration Statement exceed $50,000,000. If any such securities are issued at an original issue discount, then the aggregate initial offering price as so discounted shall not exceed $50,000,000, notwithstanding that the stated principal amount of such securities may exceed such amount. (2) The proposed maximum initial offering price per unit will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder. (3) Subject to Footnote (1), there are being registered hereunder an indeterminate principal amount of First Mortgage Bonds as may be sold, from time to time, by the Registrant. (4) Subject to Footnote (1), there are being registered hereunder an indeterminate principal amount of Debt Securities as may be sold, from time to time, by the Registrant. (5) Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933. ================================================================================ INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This registration statement is being filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the public offering of the Registrant's securities contemplated by the Registration Statement (No. 333-63994) on Form S-3 (the "Prior Registration Statement"). This registration statement is being filed for the sole purpose of increasing the amount of securities to be sold by $50,000,000. The contents of the Prior Registration Statement are hereby incorporated by reference into this registration statement. ITEM 16. EXHIBITS The following exhibits are filed herewith or incorporated by reference: Exhibit Number Description of Exhibit ------ ---------------------- 5.1 Opinion of Snell & Wilmer L.L.P. (included in Exhibit 5.1 of the Registrant's Prior Registration Statement on Form S-3 (Reg. No. 333-63994) and incorporated by reference). 23.1 Consent of Snell & Wilmer L.L.P. (contained in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP. 24.1 Power of Attorney (included on pages II-6 to II-7 of the Registrant's Prior Registration Statement on Form S-3 (Reg. No. 333-63994) and incorporated by reference). 2 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 26th day of February, 2002. ARIZONA PUBLIC SERVICE COMPANY By William J. Post ----------------------------------------- (William J. Post, Chairman of the Board of Directors 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. Signature Title Date --------- ----- ---- William J. Post Principal Executive Officer February 26, 2002 - ----------------------------- and Director (William J. Post, Chairman of the Board of Directors and Chief Executive Officer) Jack E. Davis Principal Accounting Officer, February 26, 2002 - ----------------------------- President and Director (Jack E. Davis, President) Michael V. Palmeri Principal Financial Officer February 26, 2002 - ----------------------------- (Michael V. Palmeri, Vice President, Finance) * Director February 26, 2002 - ----------------------------- (Edward N. Basha, Jr.) * Director February 26, 2002 - ----------------------------- (Michael L. Gallagher) * Director February 26, 2002 - ----------------------------- (Pamela Grant) 3 * Director February 26, 2002 - ----------------------------- (Roy A. Herberger, Jr.) * Director February 26, 2002 - ----------------------------- (Martha O. Hesse) * Director February 26, 2002 - ----------------------------- (William S. Jamieson, Jr.) * Director February 26, 2002 - ----------------------------- (Humberto S. Lopez) * Director February 26, 2002 - ----------------------------- (Robert G. Matlock) * Director February 26, 2002 - ----------------------------- (Kathryn L. Munro) * Director February 26, 2002 - ----------------------------- (Bruce J. Nordstrom) * Director and President February 26, 2002 - ----------------------------- (William L. Stewart) *By: Barbara M. Gomez ------------------------- Barbara M. Gomez Attorney-in-fact 4 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- EXHIBITS TO FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------- ARIZONA PUBLIC SERVICE COMPANY (Exact name of registrant as specified in its charter) ================================================================================ The following exhibits are filed herewith or incorporated by reference: Exhibit Number Description of Exhibit ------ ---------------------- 5.1 Opinion of Snell & Wilmer L.L.P. (included in Exhibit 5.1 of the Registrant's Prior Registration Statement on Form S-3 (Reg. No. 333-63994) and incorporated by reference). 23.1 Consent of Snell & Wilmer L.L.P. (contained in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP. 24.1 Power of Attorney (included on pages II-6 to II-7 of the Registrant's Prior Registration Statement on Form S-3 (Reg. No. 333-63994) and incorporated by reference). EX-23.2 3 ex23-2.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Arizona Public Service Company on Form S-3 of our report dated February 9, 2001, appearing in the Annual Report on Form 10-K of Arizona Public Service Company for the year ended December 31, 2000 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Phoenix, Arizona February 25, 2002 -----END PRIVACY-ENHANCED MESSAGE-----