PARTS SOURCE INC
8-K/A, 1996-11-14
MOTOR VEHICLE SUPPLIES & NEW PARTS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                AMENDMENT NO. 1

                                   FORM 8-K/A




                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


DATE OF REPORT (EVENT):  October 25, 1996




                             THE PARTS SOURCE, INC.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


 
      FLORIDA                           0-27864                 59-3149403
  ---------------                   ----------------         -----------------
(STATE OF INCORPORATION)         (COMMISSION FILE NO.)       (IRS EMPLOYER
                                                            IDENTIFICATION NO.)



                           1751 SOUTH MISSOURI AVENUE
                           CLEARWATER, FLORIDA 34616
                          ---------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)





                                 (813) 588-0377
                           --------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<PAGE>   2
ITEM 2. ACQUISITION OF ASSETS

        On October 25, 1996 The Parts Source, Inc., d/b/a/ Ace Auto Parts (the
        "Company"), acquired from A. P. S., Inc. ("APS"), the business of six
        auto parts stores located in the state of Florida.  The six auto parts
        stores are located in Ocala, Wildwood, Orlando, Cape Canaveral and
        Belleview, Florida. Each of the new stores marks the Company's first
        entry into the respective markets.  As a result of the acquisition, the
        Company now operates 33 auto parts stores, all located in the state of
        Florida.

        The purchase price of the stores was approximately $2.7 million.
        Approximately $2.4 million of the purchase price was paid with cash
        received from the sale of Common Stock described in Item 5 below.  The
        availability of such funds resulted from the prior utilization of the
        Company's line of credit with the Barnett Bank, N.A. to pay down the
        accounts payable to APS which is also described in Item 5 below.  The
        balance of the purchase price will be paid from the Company's line of
        credit.

        The Company intends to continue the operations of each of the acquired
        stores as auto parts stores.
 
ITEM 5. OTHER EVENTS

        In September 1996, while negotiating with APS for new terms on its
        supply agreement, the Company utilized its line of credit to pay down
        its trade payables to APS by $4 million.  As a condition of this
        payment, Autoparts Finance Company, Inc., a subsidiary of APS, agreed to
        purchase 227,273 shares of Common Stock of the Company in a private
        transaction at $11.00 per share (the fair market value).  The purchase
        was consummated on October 25, 1996.

                                   SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.


                                         THE PARTS SOURCE, INC.
                                         --------------------------------
                                                (Registrant)  



Dated:  November 8, 1996                 /s/  Thomas D. Cox
                                         --------------------------------
                                         Thomas D. Cox, President and Chief
                                            Executive Officer     


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