UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

FORM D	OMB APPROVAL
OMB Number: 3235-0076
Expires: June 30, 2012
Estimated Average burden hours per response: 4.0	
Notice of Exempt Offering of Securities	

	
1. Issuer's Identity	
CIK (Filer ID Number)	Previous Name(s)   o None	Entity Type	
0000764622	AZP GROUP INC
 	x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other	
Name of Issuer			
  PINNACLE WEST CAPITAL CORP			
Jurisdiction of Incorporation/Organization			
ARIZONA			
 	
Year of Incorporation/Organization	
 	x	Over Five Years Ago	
 	o	Within Last Five Years (Specify Year)	 	
 	o	Yet to Be Formed	 	

2. Principal Place of Business and Contact Information	
Name of Issuer	 	
  PINNACLE WEST CAPITAL CORP	 	
Street Address 1	Street Address 2	
  400 NORTH FIFTH STREET	  MS8695	
City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer	
  PHOENIX	  ARIZONA	  85004	  602 250 1000  	

3. Related Persons	
Last Name	First Name	Middle Name	
Basha Jr.	Edward	N.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	o	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Clark-Johnson	Susan		
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	o	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Gallagher	Michael	L.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	o	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Grant	Pamela		
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	o	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

 

Last Name	First Name	Middle Name	
Herberger, Jr.	Roy	A.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	o	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Lopez	Humberto	S.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	o	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Munro	Kathryn	L.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	o	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Nordstrom	Bruce	J.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	o	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

 

Last Name	First Name	Middle Name	
Brandt	Donald	E.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Edington	Randall	K.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Falck	David	P.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Hatfield	James	R.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

 

Last Name	First Name	Middle Name	
Robinson	Donald	G.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Schiavoni	Mark	A.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Sundberg	Lori	S.	
Street Address 1	Street Address 2	
400 North Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Cortese	Denis	A.	
Street Address 1	Street Address 2	
400 N. Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	o	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

 

Last Name	First Name	Middle Name	
Danner	Denise	R.	
Street Address 1	Street Address 2	
400 N. Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Nickloy	Lee	R.	
Street Address 1	Street Address 2	
400 N. Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Klein	Dale	E.	
Street Address 1	Street Address 2	
400 N. Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	o	Executive Officer	x	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Hatfield	John	S.	
Street Address 1	Street Address 2	
400 N. Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

 

Last Name	First Name	Middle Name	
Dinkel	Patrick		
Street Address 1	Street Address 2	
400 N. Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Froetscher	Daniel	T.	
Street Address 1	Street Address 2	
400 N. Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
Guldner	Jeffrey	B.	
Street Address 1	Street Address 2	
400 N. Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

Last Name	First Name	Middle Name	
McLeod	Tammy	D.	
Street Address 1	Street Address 2	
400 N. Fifth Street		
City	State/Province/Country	ZIP/Postal Code	
Phoenix	ARIZONA	85004	
Relationship:	x	Executive Officer	o	Director	o	Promoter	
Clarification of Response (if Necessary)	

 

4. Industry Group	
o	Agriculture	 	Health Care	o	Retailing	
 	Banking & Financial Services	 	o	Biotechnology	o	Restaurants	
 	o	Commercial Banking	 	o	Health Insurance	 	Technology	
 	o	Insurance	 	o	Hospitals & Physicians	 	o	Computers	
 	o	Investing	 	o	Pharmaceuticals	 	o	Telecommunications	
 	o	Investment Banking	 	o	Other Health Care	 	o	Other Technology	
 	o	Pooled Investment Fund
	 	 	 	 	Travel	
 	o	Other Banking & Financial Services	o	Manufacturing	 	o	Airlines & Airports	
			 	Real Estate	 	o	Lodging & Conventions	
			 	o	Commercial	 	o	Tourism & Travel Services	
			 	o	Construction	 	o	Other Travel	
			 	o	REITS & Finance	o	Other	
			 	o	Residential	 	
			 	o	Other Real Estate	 	
o	Business Services	 	
 	Energy	 	
 	o	Coal Mining	 	
 	x	Electric Utilities	 	
 	o	Energy Conservation	 	
 	o	Environmental Services	 	
 	o	Oil & Gas	 	
 	o	Other Energy	 	

5. Issuer Size	
Revenue Range	Aggregate Net Asset Value Range	
o	No Revenues	o	No Aggregate Net Asset Value	
o	$1 - $1,000,000	o	$1 - $5,000,000	
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000	
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000	
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000	
x	Over $100,000,000	o	Over $100,000,000	
o	Decline to Disclose	o	Decline to Disclose	
o	Not Applicable	o	Not Applicable	

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)	
o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505	
o	Rule 504 (b)(1)(i)	x	Rule 506	
o	Rule 504 (b)(1)(ii)	o	Securities Act Section 4(6)	
o	Rule 504 (b)(1)(iii)	o	Investment Company Act Section 3(c)	

7. Type of Filing	
o	New Notice	Date of First Sale  	2001-05-01	o	First Sale Yet to Occur	
x	Amendment	

8. Duration of Offering	
Does the Issuer intend this offering to last more than one year?	x	Yes	o	No	

9. Type(s) of Securities Offered (select all that apply)	
o	Pooled Investment Fund Interests	o	Equity	
o	Tenant-in-Common Securities	x	Debt	
o	Mineral Property Securities	o	Option, Warrant or Other Right to Acquire Another Security	
o	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	o	Other (describe)	

10. Business Combination Transaction	
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	o	Yes	x	No	
 	
Clarification of Response (if Necessary)	 	

11. Minimum Investment	
Minimum investment accepted from any outside investor	$   250000   USD	

12. Sales Compensation	
Recipient	Recipient CRD Number	o	None	
  Barclays Capital Inc.	  19714	
(Associated) Broker or Dealer	x	None	(Associated) Broker or Dealer CRD Number	x	None	
   	   	
Street Address 1	Street Address 2	
  745 Seventh Avenue 4th Floor	  Attn: Mary Pat Donnelly	
City	State/Province/Country	ZIP/Postal Code	
  New York	  NEW YORK	  10019	
State(s) of Solicitation	x	All States	o	Foreign/Non-US	

Recipient	Recipient CRD Number	o	None	
  Merrill Lynch, Pierce, Fenner & Smith Inc.	  26091	
(Associated) Broker or Dealer	x	None	(Associated) Broker or Dealer CRD Number	x	None	
   	   	
Street Address 1	Street Address 2	
  One Bryant Park 8th Floor	  Attn: Robert Little	
City	State/Province/Country	ZIP/Postal Code	
  New York	  NEW YORK	  10036	
State(s) of Solicitation	x	All States	o	Foreign/Non-US	

Recipient	Recipient CRD Number	o	None	
  Goldman, Sachs & Co.	  361	
(Associated) Broker or Dealer	x	None	(Associated) Broker or Dealer CRD Number	x	None	
   	   	
Street Address 1	Street Address 2	
  200 West Street 7th Floor	  Attn: Susan Dowling	
City	State/Province/Country	ZIP/Postal Code	
  New York	  NEW YORK	  10282	
State(s) of Solicitation	x	All States	o	Foreign/Non-US	

 

Recipient	Recipient CRD Number	o	None	
  Credit Suisse Securities (USA) LLC	  816	
(Associated) Broker or Dealer	x	None	(Associated) Broker or Dealer CRD Number	x	None	
   	   	
Street Address 1	Street Address 2	
  11 Madison Avenue, 5th Floor	  Attn: Emily Rose Gutman	
City	State/Province/Country	ZIP/Postal Code	
  New York	  NEW YORK	  10010	
State(s) of Solicitation	x	All States	o	Foreign/Non-US	

Recipient	Recipient CRD Number	o	None	
  SunTrust Robinson Humphrey, Inc.	  6271	
(Associated) Broker or Dealer	x	None	(Associated) Broker or Dealer CRD Number	x	None	
   	   	
Street Address 1	Street Address 2	
  3333 Peachtree Road 11th Floor	  Attn: Christopher S. Grumboski	
City	State/Province/Country	ZIP/Postal Code	
  Atlanta	  GEORGIA	  30326	
State(s) of Solicitation	x	All States	o	Foreign/Non-US	

 

13. Offering and Sales Amounts	
Total Offering Amount	$       USD	x Indefinite	
Total Amount Sold	$   0   USD	 	
Total Remaining to be Sold	$       USD	x Indefinite	
 	
Clarification of Response (if Necessary)	
  13. Continuous offering comm'l paper program consisting of short-term notes. The max amt authorized to be outstanding at any time is $200M. The amt outstanding varies day to day based on liquidity needs of the company as does the number of investors.	

14. Investors	
o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering	 	
 	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	0	

15. Sales Commissions & Finders' Fees Expenses	
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.	
Sales Commissions	$   0   USD	o	Estimate	
Finders' Fees	$   0   USD	o	Estimate	
 	
Clarification of Response (if Necessary)	
  Typically sales commissions of around 5 basis points are paid to dealers.	

16. Use of Proceeds	
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.	
 	$   0   USD	o	Estimate	
 	
Clarification of Response (if Necessary)	
  Pinnacle West Capital Corporation will use the proceeds from this offering to meet working capital needs and to repay its indebtedness.	

Signature and Submission	
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.	
Terms of Submission  	
 	In submitting this notice, each Issuer named above is:	 	
 	·	Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
·	Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
·	Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).	 	
 	
 	Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.	
 	For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.	

Issuer	Signature	Name of Signer	Title	Date	
PINNACLE WEST CAPITAL CORP	/s/ James R. Hatfield	James R. Hatfield	Sr. Vice President and Chief Financial Officer	2012-02-28