--------------------------------- OMB APPROVAL --------------------------------- OMB Number: 3235-0101 Expires: August 31, 2003 Estimated average burden hours per response.......... 2.0 --------------------------------- SEC USE ONLY --------------------------------- CUSIP NUMBER --------------------------------- WORK LOCATION --------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES Pursuant to Rule 144 under the Securities Act of 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. -------------------------------------------------------------------------------------------------------------------------------- 1(a) NAME OF ISSUER (b) IRS IDENT. NO. (c) S.E.C. FILE NO. Pinnacle West Capital Corporation 86-0512431 1-8962 -------------------------------------------------------------------------------------------------------------------------------- 1(d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE (e) TELEPHONE NO. AREA CODE NUMBER 400 North Fifth Street, P.O. Box 53999 Phoenix AZ 85012-3999 602 250-1000 -------------------------------------------------------------------------------------------------------------------------------- 2(a) NAME OF PERSON FOR WHOSE ACCOUNT (b) SOCIAL SECURITY NO. (c) RELATIONSHIP (d) ADDRESS CITY STATE ZIP CODE THE SECURITIES ARE TO BE SOLD OR IRS IDENT. NO. TO ISSUER David A. Hansen 527-37-9488 Officer 400 North 5th Street Phoenix AZ 85004 -------------------------------------------------------------------------------------------------------------------------------- INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number. -------------------------------------------------------------------------------------------------------------------------------- 3(a) (b) SEC USE ONLY (c) (d) (e) (f) (g) Title of Name and Address of ------------ Number of Aggregate Number of Approximate Name of the Class Each Broker Through Shares or Market Shares or Date of Sale Each of Securities Whom the Securities Broker-Dealer Other Units Value Other Units (See Instr. Securities to be Sold are to be Offered or File Number to be Sold (See Instr. Outstanding 3(f)) Exchange Each Market Maker (See Instr. 3(d)) (See Instr. (Mo. Day. Yr.) (See Instr. Who is Acquiring 3(c)) 3(e)) 3(g)) the Securities ------------------------------------------------------------------------------------------------------------------------------- Common Bank of NY ESI 327 $12,707 84,723,640 12-12-01 NYSE ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- INSTRUCTIONS: 1. (a) Name of issuer. 3. (a) Title of the class of securities to be sold. (b) Issuer's I.R.S. Identification Number. (b) Name and address of each broker through whom the securities (c) Issuer's S.E.C. file number, if any. are intended to be sold. (d) Issuer's address, including zip code. (c) Number of shares or other units to be sold (if debt securities, (e) Issuer's telephone number, including area code. give the aggregate face amount). (d) Aggregate market value of the securities to be sold as of a 2. (a) Name of person for whose account the securities specified date within 10 days prior to the filing of this notice. are to be sold. (e) Number of shares or other units of the class outstanding, or if (b) Such person's Social Security or I.R.S. debt securities the face amount thereof outstanding, as shown by identification number. the most recent report or statement published by the issuer. (c) Such person's relationship to the issuer, (f) Approximate date on which the securities are to be sold. (E.G., officer, director, 10 percent stockholder, (g) Name of each securities exchange, if any, on which the or member of immediate family of any of the securities are intended to be sold. foregoing). (d) Such person's address, including zip code. TABLE I -- SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor: ------------------------------------------------------------------------------------------------------------------ Name of Person From Whom Amount of Title of Date You Nature of Acquisition Acquired (If gift, also Securities Date of Nature of the Class Acquired Transaction give date donor acquired) Acquired Payment Payment ------------------------------------------------------------------------------------------------------------------ Grant under 1994 Long-Term Pinnacle West Common 11-98 Incentive Plan Capital Corporation 500 N/A N/A ------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ INSTRUCTIONS: 1. If the securities were purchased and full 2. If within two years after the acquisition of the payment therefor was not made in cash at securities the person for whose account they are the time of purchase, explain in the table to be sold had any short positions, put or other or in a note thereto the nature of the option to dispose of securities referred to in consideration given. If the consideration paragraph (d)(3) of Rule 144, furnish full consisted of any note or other obligation, information with respect thereto. or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. TABLE II -- SECURITIES SOLD DURING THE PAST THREE MONTHS Furnish the following information as to all securities of the issuer sold during the past three months by the person for whose account the securities are to be sold. -------------------------------------------------------------------------------- Name and Address Title of Date Amount of Gross of Seller Securities Sold of Sale Securities Sold Proceeds -------------------------------------------------------------------------------- N/A N/A N/A N/A N/A -------------------------------------------------------------------------------- REMARKS: INSTRUCTIONS: See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. 3-26-02 David A. Hansen ------------------- --------------------------------- (DATE OF NOTICE) (SIGNATURE) David A. Hansen The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures. ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations. (See 18 U.S.C. 1001.)