<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934 for the year ended December 31, 1995 (Fee Required)
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No Fee Required) For the transition period from _____________to
_______________
COMMISSION FILE NUMBER 33-66412
A.P.S., INC. PARTNERSHIP PLAN
(Full title of the plan)
APS HOLDING CORPORATION
15710 JOHN F. KENNEDY BLVD., SUITE 700
HOUSTON, TEXAS 77032-2347
(Name of issuer of the securities held pursuant to the plan and the address of
its principal executive offices)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
TABLE OF CONTENTS
----------
PAGE
----
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Benefits With
Fund Information as of December 31, 1995 3
Statement of Net Assets Available for Benefits With
Fund Information as of December 31, 1994 4
Statement of Changes in Net Assets Available for
Benefits With Fund Information for the year ended
December 31, 1995 5
Notes to Financial Statements 6
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1995 13
Item 27d - Schedule of Reportable Transactions for
the year ended December 31, 1995 14
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Benefits Administration Committee
of A.P.S., Inc.:
We have audited the accompanying statements of net assets available for benefits
of the A.P.S., Inc. Partnership Plan (the "Plan") as of December 31, 1995 and
1994, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1995. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the year ended December 31, 1995 in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules identified in the table
of contents on page 1 are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for
benefits and the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ COOPERS & LYBRAND L.L.P.
Houston, Texas
May 31, 1996
2
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
DECEMBER 31, 1995
----------
<TABLE>
<CAPTION>
Supplemental Fund Information
----------------------------------------------------------------------------------------
Bernstein Bernstein APS Class A
Fidelity Global Intermediate Common SEI Stable Participant Administrative
Magellan Value Duration Stock Asset Loans Account
-------- ----- -------- ----- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at contract value $ - $ - $ - $ - $3,674,281 $ - $ -
Investments, at fair market value 7,484,216 2,915,494 1,831,294 540,203 - - -
Short-term cash investments 318,687 155,299 47,507 42,357 220,660 45,662 31,993
Loans to participants - - - - - 1,032,639 -
Receivables:
Employee contributions 69,798 31,974 18,957 20,546 29,992 - -
Employer contributions, net 28,405 12,405 7,430 8,309 2,119 - -
Investment income 3,734 1,737 796 664 917 224 210
Loan repayments (distributions), net 12,901 5,855 3,119 2,815 4,668 (29,358) -
---------- ---------- ---------- -------- ---------- ---------- --------
Total assets 7,917,741 3,122,764 1,909,103 614,894 3,932,637 1,049,167 32,203
Liabilities:
Contributions refund payable 134,964 53,964 27,295 9,184 24,214 - -
Other, net 42,578 16,755 10,028 2,883 20,599 10,202 -
---------- ---------- ---------- -------- ---------- ---------- --------
Net assets available for benefits $ 7,740,199 $ 3,052,045 $ 1,871,780 $ 602,827 $ 3,887,824 $ 1,038,965 $ 32,203
---------- ---------- ---------- -------- ---------- ---------- --------
---------- ---------- ---------- -------- ---------- ---------- --------
<S> <C>
Total
------
Assets:
Investments, at contract value $ 3,674,281
Investments, at fair market value 12,771,207
Short-term cash investments 862,165
Loans to participants 1,032,639
Receivables:
Employee contributions 171,267
Employer contributions, net 58,668
Investment income 8,282
Loan repayments (distributions), net -
-----------
Total assets 18,578,509
Liabilities:
Contributions refund payable 249,621
Other, net 103,045
-----------
Net assets available for benefits $18,225,843
-----------
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
DECEMBER 31, 1994
------------
<TABLE>
<CAPTION>
Supplemental Fund Information
------------------------------------------------------------------------
Bernstein Bernstein APS Class A Loan &
Fidelity Global Intermediate Common SEI Stable Benefit
Magellan Value Duration Stock Asset Payments Total
-------- ----- -------- ----- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at contract value $ - $ - $ - $ - $2,740,910 $ - $2,740,910
Investments, at fair market value 4,789,563 1,970,030 1,338,182 240,323 - - 8,338,098
Short-term cash investments 24,914 22,126 22,824 22,953 261,372 212,077 566,266
Loans to participants - - - - - 650,251 650,251
Receivables:
Employee contributions 60,487 28,884 16,020 13,985 23,451 - 142,827
Employer contributions, net 18,030 9,599 4,388 5,530 (7,027) - 30,520
Investment income 8,542 18,684 10,119 373 1,891 814 40,423
Loan repayments (distributions), net 7,869 3,454 1,749 1,344 3,097 (17,513) -
---------- ---------- ---------- -------- ---------- -------- -----------
Total assets 4,909,405 2,052,777 1,393,282 284,508 3,023,694 845,629 12,509,295
Liabilities:
Transfers payable (receivable), net (93,566) (47,813) (26,954) (24,065) (20,493) 212,891 -
Other, net 8,093 - 2,513 - - - 10,606
---------- ---------- ---------- -------- ---------- -------- -----------
Net assets available for benefits $ 4,994,878 $ 2,100,590 $ 1,417,723 $ 308,573 $ 3,044,187 $ 632,738 $ 12,498,689
---------- ---------- ---------- -------- ---------- -------- -----------
---------- ---------- ---------- -------- ---------- -------- -----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
------------
<TABLE>
<CAPTION>
Supplemental Fund Information
----------------------------------------------------------------------------------------
Bernstein Bernstein APS Class A
Fidelity Global Intermediate Common SEI Stable Participant Administrative
Magellan Value Duration Stock Asset Loans Account
-------- ----- -------- ----- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employee $1,050,758 $ 454,727 $ 348,746 $338,603 $ 840,138 $ - $ -
Employer 292,917 162,592 91,240 99,772 132,751 - -
Investment income:
Interest income - participant loans 20,099 9,653 5,168 3,330 8,272 - -
Interest income - other 13,072 6,239 4,480 3,271 9,278 1,666 -
Dividend income 424,753 6 89,067 - 207,072 - -
Net appreciation (depreciation) 1,445,730 617,225 153,494 (73,054) - - -
---------- ---------- ---------- -------- ---------- -------- --------
Total additions 3,247,329 1,250,442 692,195 371,922 1,197,511 1,666 -
---------- ---------- ---------- -------- ---------- -------- --------
Deductions:
Distributions 272,763 133,140 61,307 32,185 337,716 - -
Administrative expenses 80,461 41,683 22,104 6,601 45,951 - -
Transfers, net 148,784 124,164 154,727 38,882 (29,793) (404,561) (32,203)
---------- ---------- ---------- -------- ---------- -------- --------
Total deductions 502,008 298,987 238,138 77,668 353,874 (404,561) (32,203)
---------- ---------- ---------- -------- ---------- -------- --------
Increase in net assets available
for benefits 2,745,321 951,455 454,057 294,254 843,637 406,227 32,203
Net assets available for benefits,
beginning of year 4,994,878 2,100,590 1,417,723 308,573 3,044,187 632,738 -
---------- ---------- ---------- -------- ---------- -------- --------
Net assets available for benefits,
end of year $7,740,199 $3,052,045 $1,871,780 $602,827 $3,887,824 $1,038,965 $ 32,203
---------- ---------- ---------- -------- ---------- -------- --------
---------- ---------- ---------- -------- ---------- -------- --------
<S> <C>
Total
-----------
Additions:
Contributions:
Employee $ 3,032,972
Employer 779,272
Investment income:
Interest income - participant loans 46,522
Interest income - other 38,006
Dividend income 720,898
Net appreciation (depreciation) 2,143,395
------------
Total additions 6,761,065
------------
Deductions:
Distributions 837,111
Administrative expenses 196,800
Transfers, net -
------------
Total deductions 1,033,911
------------
Increase in net assets available
for benefits 5,727,154
Net assets available for benefits,
beginning of year 12,498,689
------------
Net assets available for benefits,
end of year $ 18,225,843
------------
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
------------
1. DESCRIPTION OF THE PLAN:
The A.P.S., Inc. Partnership Plan (the "Plan") is a defined contribution plan
covering all full-time employees of A.P.S., Inc. and its subsidiaries ("APS")
who have completed one year of service and attained the age of twenty-one. The
Plan is subject to the provisions of section 401(a), 401(k) and 501(a) of the
Internal Revenue Code of 1986, and of the Employee Retirement Income Security
Act of 1974 ("ERISA"). A more complete description of the Plan's provisions can
be found in the Plan document.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements of the Plan are prepared on an accrual basis in
accordance with generally accepted accounting principles. The following is a
summary of significant accounting policies:
CONTRIBUTIONS
Each participant may elect to defer a portion of his or her salary as a pre-tax
basic contribution of at least two percent, and not more than eight percent of
his or her compensation for each pay period. For the years ended December 31,
1995 and December 31, 1994, in accordance with limitations set by the Internal
Revenue Code, participant contributions to the Plan could not exceed $9,240,
respectively. APS makes a matching contribution of 50% of each participant's
contribution to the Plan up to six percent of the participant's compensation.
Such matching contributions are allocated to each participant's account as of
the end of each month.
DISTRIBUTIONS
The account of a withdrawing participant is valued at an amount equal to its
value as of the latest monthly valuation date preceding actual distribution,
plus any contributions made by the participant from the date of the last
valuation to the date of the withdrawal. Participants or beneficiaries receive
their benefits in a single lump-sum distribution. Participants are eligible for
a distribution following termination of service, attainment of age 59 1/2 or for
financial hardship. Unpaid distributions for withdrawn participants are not
reported as liabilities but are included in net assets available for benefits.
INVESTMENTS
Investments are comprised of shares in two funds that are managed by Sanford C.
Bernstein & Co., Inc. (the "Berstein fund"), shares in a fund managed by
Fidelity Management & Research Company (the "Fildelity fund"), units of
participation in a fund holding primarily guaranteed investment contracts that
is managed by Eagle Trust Company and shares of APS Holding Corporation's Class
A common stock, $.01 par value per share ("APS Common Stock"). Shares in the
Bernstein and Fidelity funds are valued based on the fair market
6
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
------------
value of the related funds as determined by the quoted closing market price on
the last trading day of the fiscal year. The units of participation are valued
at the fair value of the fund's underlying net assets as determined by the
quoted closing price for those securities for which market quotations are
available or with respect to other assets, fair value as determined in good
faith by Eagle Trust Company. The shares of APS Common Stock are valued based
on the fair market value as determined by the quoted closing price per share.
Shares and units are purchased and sold at their market value on the date of the
transaction. Gain or loss on sales of shares and units are based on average
cost. Dividend income is reported on the ex dividend date. Interest income is
recorded as earned on the accrual basis.
The net appreciation or depreciation presented in the statement of changes in
net assets available for benefits consists of realized gains or losses on shares
or units redeemed during the period and the net change in unrealized
appreciation or depreciation on shares held at year-end.
The Plan invests its excess cash into short-term, interest bearing accounts
managed by Texas Commerce Bank, N.A. ("TCB" or the "Trustee"). Such cash
investments, for which the Plan does not require collateral, totalled $862,165
and $566,266 at December 31, 1995 and 1994, respectively.
ADMINISTRATIVE EXPENSES
Consulting expenses, trustee fees, administrative overhead and all other
administrative costs are borne by the Plan.
MANAGEMENT'S ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
7
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
------------
3. PLAN PROVISIONS:
INVESTMENT OPTIONS
Participants may elect to have their own and APS matching contributions invested
in one or more of the following funds:
Number of
Participants at
December 31, 1995
-----------------
SEI STABLE ASSET FUND ("SEI") - managed with the objective
of providing preservation of principal, stable rate of
return and liquidity by investing primarily in guaranteed
investment contracts from insurance companies ("GICs"). The
average yield of SEI was 6.60% and 6.02% for the years ended
December 31, 1995 and December 31, 1994, respectively. SEI,
managed in accordance with strict credit quality and
diversification guidelines, received AAA (superior quality)
credit interest ratings from major rating agencies at
December 31, 1995 and December 31, 1994, respectively. As a
result of SEI's concentration in GICs, this fund may be
subject to greater risk than a fund that does not
concentrate in the insurance industry. In addition to
maintaining investments in guaranteed investment contracts,
SEI held investments in repurchase agreements for which
securities pledged as collateral were held by a third party
custodian bank until maturity of the repurchase agreements.
Provisions of repurchase agreements and procedures adopted
by the fund's trustee, Eagle Trust Company, are designed to
ensure that the market value of the collateral is sufficient
in the event of default by the counterparty. If the
counterparty defaults and values of the collateral decline
or if the counterparty enters insolvency proceedings,
realization of the collateral by the fund may be delayed or
limited. At December 31, 1995, SEI held a JP Morgan
Repurchase Agreement, 5.78%, dated December 29, 1995,
maturing January 2, 1996. The Plan's proportionate share of
the contract amount of such repurchase agreement is
$129,422. Based on information provided by SEI, the Plan
does not believe there is a material difference between the
market value and contract value of the guaranteed investment
contracts. 818
8
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
------------
BERNSTEIN INTERMEDIATE DURATION FUND - managed with the
objective of seeking returns consistent with a prudent level
of risk by investing primarily in fixed income securities
such as U.S. Treasury Securities, mortgaged-related
securities, agencies and corporate bonds of high average
credit quality. 614
BERNSTEIN GLOBAL VALUE FUND - managed with the objective of
seeking the highest investment return consistent with
prudent risk through investment in an internationally
diversified portfolio of securities. 842
FIDELITY MAGELLAN FUND - managed with the objective of
seeking long-term capital appreciation by investing
primarily in a diversified group of common stocks and
securities convertible into common stocks. 1,144
APS HOLDING CORPORATION CLASS A COMMON STOCK - invested in
the Class A Common Stock of APS Holding Corporation, the
parent company of APS. 584
VESTING
A participant is 100% vested in the current market value of his or her
contributions to the Plan. Each participant, or his or her beneficiary in the
event of a participant's death, obtains fully-vested rights to their share of
APS matching contributions upon five years of service with APS or upon their
retirement, death or disability. Participants not fully vested receive rights
to APS matching contributions as follows:
Years of Employment Vested Percentage
------------------- -----------------
Less than 3 0%
3 but less than 4 33 1/3%
4 but less than 5 66 2/3%
5 or more 100%
FORFEITURES
All APS contributions credited to the participant's account but not vested are
forfeited by the participant upon withdrawal of the full vested value of his or
her account. Forfeitures of APS contributions credited to a participant's
account are applied to reduce subsequent APS contributions. There are no
forfeitures for partial withdrawals. The accompanying statement of changes in
net assets available for benefits at December 31, 1995 includes forfeitures of
$57,024.
9
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
------------
PARTICIPANT LOANS
Participants may obtain loans from their vested account balance. Loans must
be for a minimum of $1,000 and may not exceed the lesser of (i) $50,000 or
(ii) 50% of the participant's vested account balance. Loans to be used for
the purchase of a participant's primary residence may be for up to 30 years;
loans for other purposes may be for up to 5 years. Interest rates on loans
outstanding at December 31, 1995 and December 31, 1994 range from 4.125% to
10.750%. Repayment is made by payroll deductions. The fair market value of
participant loans approximate their carrying amounts in the Statement of Net
Assets Available for Benefits With Fund Information for the years ended
December 31, 1995 and December 31, 1994.
4. INVESTMENTS:
The historical cost and fair value of each of the investments representing five
percent or more of the net assets available for benefits at December 31, 1995
and 1994 were as follows:
<TABLE>
<CAPTION>
FUND DESCRIPTION 1995 1994
- ---------------- ----------------------- ---------------------------
Historical Fair Historical Fair
Cost Value Cost Value
---------- ----- ---------- -----
<S> <C> <C> <C> <C>
FIDELITY MAGELLAN FUND:
TCB Short Term Money Market Group Fund $ 318,687 $ 318,687 $ 24,914 $ 24,914
Fidelity Magellan Fund $ 6,002,318 $ 7,484,216 $ 4,753,395 $ 4,789,563
BERNSTEIN GLOBAL VALUE FUND:
TCB Short Term Money Market 155,299 155,299 22,126 22,126
Bernstein International Value Portfolio 2,722,217 2,915,494 2,004,606 1,970,030
BERNSTEIN INTERMEDIATE DURATION FUND:
TCB Short Term Money Market 47,507 47,507 22,824 22,824
Bernstein Intermediate Duration Portfolio 1,728,307 1,831,294 1,387,808 1,338,182
APS CLASS A COMMON STOCK FUND:
TCB Short Term Money Market 42,357 42,357 22,953 22,953
APS Holding Corporation Class A Common Stock 576,238 540,203 202,305 240,323
SEI STABLE ASSET FUND:
TCB Short Term Money Market 220,660 220,660 261,372 261,372
SEI Stable Asset Fund 3,674,281 3,674,281 2,740,910 2,740,910
PARTICIPANT LOAN ACCOUNT:
TCB Short Term Money Market 45,662 45,662 212,077 212,077
Loans to Participants - 1,032,639 - 650,251
ADMINISTRATIVE ACCOUNT:
TCB Short Term Money Market 31,993 31,993 - -
</TABLE>
10
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
------------
5. UNALLOCATED ASSETS:
At December 31, 1995, neither the Participant Loan Account nor the
Administrative Account included any unallocated assets which were subsequently
transferred to the Plan's investment funds. At December 31, 1994, $212,891 of
such unallocated assets were included in the Loan Benefit & Payment Account and
subsequently transferred to the investment funds. Such transfers were accrued
in the accompanying statements of net assets available for benefits at December
31, 1994.
6. INCOME TAXES:
The Plan obtained its latest determination letter on June 3, 1992, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
Subsequent to December 31, 1995, the Plan requested a determination from the
Internal Revenue Service that the Plan, as amended, met the requirements of the
Internal Revenue Code of 1986. The Plan administrator and the Plan's tax
counsel believe that the form of the Plan, as amended, substantially complies
with the applicable qualification requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
7. TERMINATION PROVISION:
Although it has not expressed any intent to do so, APS has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of a plan termination,
participants will become 100% vested in their accounts.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1995 1994
---- ----
<S> <C> <C>
Net assets available for benefits per the financial
statements $18,225,843 $12,498,689
Amounts allocated to withdrawing participants (169,455) (67,685)
------------ ------------
Net assets available for benefits per the Form 5500 $18,056,388 $12,431,004
------------ ------------
------------ ------------
</TABLE>
11
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
------------
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31, 1995
-----------------
Benefits paid to participants per the financial statements $ 837,111
Add: Amounts allocated to withdrawing participants at
December 31, 1995 169,455
Less: Amounts allocated to withdrawing participants at
December 31, 1994 (67,685)
---------
Benefits paid to participants per the Form 5500 $ 938,881
---------
---------
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
participants who have withdrawn from the Plan prior to December 31 but have not
yet received their account distribution.
9. SUBSEQUENT EVENTS:
Effective January 1, 1996, the Plan increased the allowable level for all
participant contributions except highly compensated participants, who are
limited to five percent, to fifteen percent of compensation up to the maximum
contribution allowed by the Internal Revenue Code.
In connection with the acquisition of Parts, Inc. by APS on January 25, 1996,
the Parts Industries Corporation Retirement Savings Plan (the "PI Plan") was
merged with the Plan, effective May 1, 1996. The amounts received from the PI
Plan as a result of the merger included the following:
May 1, 1996
-----------
SEI Stable Asset Fund $ 10,144,196
Fidelity Magellan Fund 2,383,180
Berstein Global Value Fund 2,100,962
Berstein Intermediate Duration Fund 1,050,481
------------
$ 15,678,819
------------
------------
12
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
--------------
<TABLE>
<CAPTION>
Number of Interest Current
Shares or Units Rate Cost Value
--------------- ---- ---- -----
<S> <C> <C> <C> <C>
FIDELITY MAGELLAN FUND
TCB Short Term Money Market Group Fund 318,687 5.79% $ 318,687 $ 318,687
Fidelity Magellan Fund 87,046 N/A $ 6,002,318 $ 7,484,216
BERNSTEIN GLOBAL VALUE FUND
TCB Short Term Money Market Group Fund 155,299 5.79% $ 155,299 $ 155,299
Bernstein International Value Portfolio 272,222 N/A $ 2,722,217 $ 2,915,494
BERNSTEIN INTERMEDIATE DURATION FUND
TCB Short Term Money Market Group Fund 47,507 5.79% $ 47,507 $ 47,507
Bernstein Intermediate Duration Fund 134,456 N/A $ 1,728,307 $ 1,831,294
APS CLASS A COMMON STOCK FUND
TCB Short Term Money Market Group Fund 42,357 5.79% $ 42,357 $ 42,357
APS Holding Corporation Class A Common Stock 24,009 N/A $ 576,238 $ 540,203
SEI STABLE ASSET FUND
TCB Short Term Money Market Group Fund 220,660 5.79% $ 220,660 $ 220,660
SEI Stable Asset Fund 3,674,281 N/A $ 3,674,281 $ 3,674,281
PARTICIPANT LOAN ACCOUNT
TCB Short Term Money Market Group Fund 45,662 5.79% $ 45,662 $ 45,662
Loans to participants N/A 4.125% - 10.750% - $ 1,032,639
ADMINISTRATIVE ACCOUNT
TCB Short Term Money Market Group Fund 31,993 5.79% $ 31,993 $ 31,993
</TABLE>
13
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
--------------
<TABLE>
<CAPTION>
Realized
Purchase Sales Gain
Series of Transactions Price/Cost Price (Loss)
---------------------- ---------- ----- ------
<S> <C> <C> <C>
FIDELITY MAGELLAN FUND
Purchases of TCB Short Term Money Market Group
Fund at various times during the year $ 1,716,330 N/A N/A
Sales of TCB Short Term Money Market Group
Fund at various times during the year $ 1,422,557 $ 1,422,557 -
Purchases of Fidelity Magellan Fund at various
times during the year $ 1,248,993 N/A N/A
BERNSTEIN GLOBAL VALUE FUND
Purchases of TCB Short Term Money Market Group
Fund at various times during the year $ 741,335 N/A N/A
Sales of TCB Short Term Money Market Group
Fund at various times during the year $ 608,161 $ 608,161 -
Purchases of Bernstein International Value Fund
at various times during the year $ 3,041,923 N/A N/A
Sales of Bernstein International Value Fund
at various times during the year $ 2,339,415 $ 2,728,718 $ 389,303
BERNSTEIN INTERMEDIATE DURATION FUND
Purchases of TCB Short Term Money Market Group
Fund at various times during the year $ 648,415 N/A N/A
Sales of TCB Short Term Money Market Group
Fund at various times during the year $ 623,733 $ 623,733 -
Purchases of Bernstein Intermediate Duration Fund
at various times during the year $ 362,366 N/A N/A
</TABLE>
14
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 1995
--------------
<TABLE>
<CAPTION>
Realized
Purchase Sales Gain
Series of Transactions Price/Cost Price (Loss)
---------------------- ---------- ----- ------
<S> <C> <C> <C>
APS CLASS A COMMON STOCK FUND
Purchases of TCB Short Term Money Market Group
Fund at various times during the year $ 471,877 N/A N/A
Sales of TCB Short Term Money Market Group
Fund at various times during the year $ 452,473 $ 452,473 -
Purchases of APS Class A Common Stock
Fund at various times during the year $ 372,934 N/A N/A
SEI STABLE ASSET FUND
Purchases of TCB Short Term Money Market Group
Fund at various times during the year $ 1,483,436 N/A N/A
Sales of TCB Short Term Money Market Group
Fund at various times during the year $ 1,524,148 $ 1,524,148 -
Purchases of SEI Stable Asset Fund
at various times during the year $ 1,253,371 N/A N/A
Sales of SEI Stable Asset Fund
at various times during the year $ 320,000 $ 320,000 -
PARTICIPANT LOAN ACCOUNT
Purchases of TCB Short Term Money Market Group
Fund at various times during the year $ 2,372,529 N/A N/A
Sales of TCB Short Term Money Market Group
Fund at various times during the year $ 2,537,943 $2,537,943 -
ADMINISTRATIVE ACCOUNT
Purchases of TCB Short Term Money Market Group
Fund at various times during the year $ 1,537,818 N/A N/A
Sales of TCB Short Term Money Market Group
Fund at various times during the year $ 1,505,825 $1,505,825 -
</TABLE>
15
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator has duly caused this Annual Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: June 27,1996 A.P.S., INC. PARTNERSHIP PLAN
--------------------
By: The Benefits Administration Committee
of the A.P.S., Inc. Partnership Plan
By: /s/ DOUGLAS G. BECKSTETT
-------------------------------
Douglas G. Beckstett
/s/ E. EUGENE LAUVER
-----------------------------------
E. Eugene Lauver
<PAGE>
INDEX TO EXHIBITS
Location of Exhibit
Exhibit in Sequential
Number Description of Document Numbering System
- ------ ----------------------- ----------------
1 Consent of Independent Accountants
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in:
i. Registration Statement No. 33-76178 on Form S-8 with respect to the
A.P.S., Inc. Partnership Plan;
ii. Registration Statement No. 33-90486 on Form S-8 with respect to the APS
Holding Corporation 1990 Employee Stock Option Plan and the APS Holding
Corporation 1993 Stock Option Plan; and
iii. Registration Statement No. 33-92566 on Form S-3 with respect to 301,176
shares of APS Holding Corporation Common Stock, par value $.01 per share
iv. Registration Statement No. 333-3982 on Form S-4 with respect to the
A.P.S., Inc. Offer to Exchange 11-7/8% Senior Subordinated Notes
Due 2006
of our report which is dated May 31, 1996, on our audits of the financial
statements of the A.P.S., Inc. Partnership Plan as of December 31, 1995 and 1994
and for the year ended December 31, 1995, which report is included in this
Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
Houston, Texas
May 31, 1996
