<PAGE> 1
================================================================================
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, 1996
[ ] 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> 2
A.P.S., INC. PARTNERSHIP PLAN
TABLE OF CONTENTS
__________
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Benefits With Fund Information
as of December 31, 1996 3
Statement of Net Assets Available for Benefits With Fund Information
as of December 31, 1995 4
Statement of Changes in Net Assets Available for Benefits With Fund
Information for the year ended December 31, 1996 5
Notes to Financial Statements 6
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1996 13
Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1996 14
</TABLE>
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Benefits Administration Committee
of the A.P.S., Inc. Partnership Plan:
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,
1996 and 1995, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1996. 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, 1996 and 1995, and the changes in net assets available for
benefits for the year ended December 31, 1996 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
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
June 25, 1997
2
<PAGE> 4
A.P.S., INC. PARTNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
DECEMBER 31, 1996
___________
<TABLE>
<CAPTION>
Supplemental Fund Information
-------------------------------------------------------------------------------------
Bernstein Bernstein APS Class A
Fidelity Global Intermediate Common SEI Stable Participant
Magellan Value Duration Stock Asset Loans
---------- --------- --------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair market value $10,412,083 $6,042,522 $2,629,811 $637,608 $13,723,031 $ -
Short-term cash investments 629,613 387,573 170,176 66,252 770,017 65,113
Loans to participants - - - - - 1,762,738
Receivables:
Employee contributions 89,109 56,170 24,725 26,690 58,629 -
Employer contributions, net 36,301 22,445 10,003 10,606 (6,017) -
Investment income 6,180 4,247 17,646 1,123 77,991 304
Loan repayments (distributions), net 16,429 9,761 4,757 2,934 11,400 (45,281)
----------- ---------- ---------- -------- ----------- ----------
Total assets 11,189,715 6,522,718 2,857,118 745,213 14,635,051 1,782,874
Liabilities:
Contributions refund payable 12,404 4,201 1,824 1,961 10,865 -
Other, net 39,753 22,692 10,177 2,604 50,902 2,424
----------- ---------- ---------- -------- ----------- ----------
Net assets available for benefits $11,137,558 $6,495,825 $2,845,117 $740,648 $14,573,284 $1,780,450
=========== ========== ========== ======== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Administrative
Account Total
-------------- -----------
<S> <C> <C>
Assets:
Investments, at fair market value $ - $33,445,055
Short-term cash investments 121,745 2,210,489
Loans to participants - 1,762,738
Receivables:
Employee contribution - 255,323
Employer contributions, net - 73,338
Investment income 1,004 108,495
Loan repayments (distributions), net - -
-------- -----------
Total assets 122,749 37,855,438
Liabilities:
Contributions refund payable - 31,255
Other, net 155 128,707
-------- -----------
Net assets available for benefits $122,594 $37,695,476
======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 5
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
Magellan Value Duration Stock Asset
---------- --------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair market value $7,484,216 $2,915,494 $1,831,294 $540,203 $3,674,281
Short-term cash investments 318,687 155,299 47,507 42,357 220,660
Loans to participants - - - - -
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
Loan repayments (distributions), net 12,901 5,855 3,119 2,815 4,668
---------- ---------- ---------- -------- ----------
Total assets 7,917,741 3,122,764 1,909,103 614,894 3,932,637
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
---------- ---------- ---------- -------- ----------
Net assets available for benefits $7,740,199 $3,052,045 $1,871,780 $602,827 $3,887,824
========== ========== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Supplemental Fund Information
-----------------------------
Participant Administrative
Loans Account Total
----------- ------------ -----------
<S> <C> <C> <C>
Assets:
Investments, at fair market value $ - $ - $16,445,488
Short-term cash investments 45,662 31,993 862,165
Loans to participants 1,032,639 - 1,032,639
Receivables:
Employee contributions - - 171,267
Employer contributions, net - - 58,668
Investment income 224 210 8,282
Loan repayments (distributions), net (29,358) - -
---------- -------- -----------
Total assets 1,049,167 32,203 18,578,509
Liabilities:
Contributions refund payable - - 249,621
Other, net 10,202 - 103,045
---------- -------- -----------
Net assets available for benefits $1,038,965 $32,203 $18,225,843
========== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 6
A.P.S., INC. PARTNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
__________
<TABLE>
<CAPTION>
Supplemental Fund Information
------------------------------------------------------------------------
Bernstein Bernstein APS Class A
Fidelity Global Intermediate Common SEI Stable
Magellan Value Duration Stock Asset
----------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 1,114,673 $ 606,204 $ 293,386 $331,857 $ 673,944
Employer 468,542 252,920 124,817 139,079 178,143
Transfer from PI Plan 2,383,180 2,100,961 1,050,481 - 10,144,196
Investment income:
Interest income - participant loans 45,217 22,213 10,575 7,490 28,195
Interest income - other 19,605 14,069 4,593 3,023 26,357
Dividend income 1,266,553 - 174,780 - 630,875
Net appreciation (depreciation) (245,290) 862,950 (39,560) (228,521) -
----------- ---------- ---------- -------- -----------
Total additions 5,052,480 3,859,317 1,619,072 252,928 11,681,710
----------- ---------- ---------- -------- -----------
Deductions:
Distributions 878,206 417,858 227,447 74,690 1,795,007
Administrative expense 75,335 50,030 29,443 6,826 107,654
Transfers, net 701,580 (52,351) 388,845 33,591 (906,411)
----------- ---------- ---------- -------- -----------
Total deductions 1,655,121 415,537 645,735 115,107 996,250
----------- ---------- ---------- -------- -----------
Increase in net assets available
for benefits 3,397,359 3,443,780 973,337 137,821 10,685,460
Net assets available for benefits,
beginning of year 7,740,199 3,052,045 1,871,780 602,827 3,887,824
----------- ---------- ---------- -------- -----------
Net assets available for benefits,
end of year $11,137,558 $6,495,825 $2,845,117 $740,648 $14,573,284
=========== ========== ========== ======== ===========
</TABLE>
<TABLE>
<CAPTION>
Supplemental Fund Information
-----------------------------
Participant Administrative
Loans Account Total
----------- -------------- -----------
<S> <C> <C> <C>
Additions:
Contributions:
Employee $ - $ - $ 3,020,064
Employer - - 1,163,501
Transfer from PI Plan 666,622 - 16,345,440
Investment income:
Interest income - participant loans - - 113,690
Interest income - other - - 67,647
Dividend income - - 2,072,208
Net appreciation (depreciation) - - 349,579
---------- -------- -----------
Total additions 666,622 - 23,132,129
---------- -------- -----------
Deductions:
Distributions - - 3,393,208
Administrative expense - - 269,288
Transfers, net (74,863) (90,391) -
---------- -------- -----------
Total deductions (74,863) (90,391) 3,662,496
---------- -------- -----------
Increase in net assets available
for benefits 741,485 90,391 19,469,633
Net assets available for benefits,
beginning of year 1,038,965 32,203 18,225,843
---------- -------- -----------
Net assets available for benefits,
end of year $1,780,450 $122,594 $37,695,476
========== ========= ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 7
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, non-union 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.
In connection with the acquisition of Parts, Inc. ("PI") by APS on January 25,
1996, the assets of Parts Industries Corporation Retirement Savings Plan (the
"PI Plan") were transferred to the Plan, effective May 1, 1996. Years of
service with PI under the PI Plan were carried over to the Plan for vesting
purposes.
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. 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. For the years ended December 31, 1996 and December 31, 1995,
in accordance with limitations set by the Internal Revenue Code, participant
contributions to the Plan could not exceed $9,500 and $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.
Participant Accounts
Each participant's account is credited with the participant's contributions
and allocations of APS's contributions and Plan earnings and charged with an
allocation of administrative expenses. Allocations are based on participant
account balances relative to all participant account balances. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's vested account.
6
<PAGE> 8
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
_____________
Investments
Investments are comprised of shares in two funds that are managed by Sanford C.
Bernstein & Co., Inc. (the "Berstein Funds"), shares in a fund managed by
Fidelity Management & Research Company (the "Fidelity Fund"), units of
participation in a fund holding primarily guaranteed investment contracts that
is managed by SEI 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 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 SEI
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 Plan presents in the statement of changes in net assets available for
benefits net appreciation (depreciation) in the fair value of its investments
which consists of realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
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
$2,210,489 and $862,165 at December 31, 1996 and 1995, 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> 9
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:
<TABLE>
<CAPTION>
Number of
Participants at
December 31, 1996
-----------------
<S> <C>
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"). 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, 1996 and
December 31, 1995. 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, SEI 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, 1996, SEI held a JP Morgan
Repurchase Agreement, 6.70%, dated December 31, 1996, maturing
January 2, 1997. The Plan's proportionate share of the contract amount
of such repurchase agreement is $377,130. 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.
SEI requires the Plan to submit a written notice twelve months prior to the
withdraw of all the Plan's assets. 1,901
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. 809
</TABLE>
8
<PAGE> 10
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
_____________
<TABLE>
<S> <C>
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. 1,297
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. 1,535
APS HOLDING CORPORATION CLASS A COMMON STOCK - invested in the
Class A Common Stock of APS Holding Corporation, the parent
company of APS. 797
</TABLE>
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:
<TABLE>
<CAPTION>
Years of Employment Vested Percentage
------------------- -----------------
<S> <C>
Less than 3 0%
3 but less than 4 33 1/3%
4 but less than 5 66 2/3%
5 or more 100%
</TABLE>
Participants not vested in the PI Plan, prior to the transfer of assets into
the APS Plan, have the right to receive PI matching contributions according to
the following schedule of combined years of service with PI and APS:
<TABLE>
<CAPTION>
Years of Employment Vested Percentage
------------------- -----------------
<S> <C>
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
</TABLE>
Forfeitures
All APS and PI 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 and PI contributions credited
to a
9
<PAGE> 11
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
_____________
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 for the year ended December 31,
1996 includes forfeitures of $114,642.
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, 1996 range from 4.25% to 10.75%. 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, 1996 and
December 31, 1995.
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, 1996
and 1995 were as follows:
<TABLE>
<CAPTION>
Fund Description 1996 1995
- ---------------- --------------------------- ---------------------------
Historical Fair Historical Fair
Cost Value Cost Value
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Fidelity Magellan Fund:
- -----------------------
TCB Short Term Money Market Group Fund $ 629,613 $ 629,613 $ 318,687 $ 318,687
Fidelity Magellan Fund 9,206,512 10,412,083 6,002,318 7,484,216
Bernstein Global Value Fund:
- ----------------------------
TCB Short Term Money Market 387,573 387,573 155,299 155,299
Bernstein International Value Portfolio 5,021,893 6,042,522 2,722,217 2,915,494
Bernstein Intermediate Duration Fund:
- -------------------------------------
TCB Short Term Money Market 170,176 170,176 47,507 47,507
Bernstein Intermediate Duration Portfolio 2,573,525 2,629,811 1,728,307 1,831,294
APS Class A Common Stock Fund:
- ------------------------------
TCB Short Term Money Market 66,252 66,252 42,357 42,357
APS Holding Corporation Class A Common Stock 902,164 637,608 576,238 540,203
SEI Stable Asset Fund:
- ----------------------
TCB Short Term Money Market 770,017 770,017 220,660 220,660
SEI Stable Asset Fund 13,723,031 13,723,031 3,674,281 3,674,281
Participant Loan Account:
- -------------------------
TCB Short Term Money Market 65,113 65,113 45,622 45,662
Loans to Participants 1,762,738 1,762,738 1,032,639 1,032,639
</TABLE>
10
<PAGE> 12
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
_____________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1996 1995
------------------------- -----------------------
Historical Fair Historical Fair
Cost Value Cost Value
---------- ----- ---------- -----
Administrative Account:
- -----------------------
TCB Short Term Money Market $121,745 $121,745 $31,993 $31,993
</TABLE>
5. INCOME TAXES:
The Plan obtained its latest determination letter on November 7, 1996, in which
the Internal Revenue Service stated that the Plan, as amended January 1, 1996,
was in compliance with the applicable requirements of the Internal Revenue
Code. 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.
6. 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.
7. 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,
------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Net assets available for benefits per the financial
statements $ 37,695,476 $ 18,225,843
Amounts allocated to withdrawing participants (946,557) (169,455)
------------ ------------
Net assets available for benefits per the Form 5500 $ 36,748,919 $ 18,056,388
============ ============
</TABLE>
11
<PAGE> 13
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:
<TABLE>
<CAPTION>
For the Year Ended
December 31, 1996
------------------
<S> <C>
Benefits paid to participants per the financial statements $ 3,393,208
Add: Amounts allocated to withdrawing participants at
December 31, 1996 946,557
Less: Amounts allocated to withdrawing participants at
December 31, 1995 (169,455)
-----------
Benefits paid to participants per the Form 5500 $ 4,170,310
===========
</TABLE>
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.
8. SUBSEQUENT EVENTS:
At December 31, 1996, the market value per share of APS Class A Common
Stock was $15.50. At June 25, 1997, the market value per share had declined to
$7.12.
12
<PAGE> 14
SUPPLEMENTAL SCHEDULES
<PAGE> 15
A.P.S., INC. PARTNERSHIP PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
___________
<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 629,613 5.58% $ 629,613 $ 629,613
Fidelity Magellan Fund 129,102 N/A 9,206,512 10,412,083
Bernstein Global Value Fund
- ---------------------------
TCB Short Term Money Market Group Fund 387,573 5.58% 387,573 387,573
Bernstein International Value Portfolio 464,095 N/A 5,021,893 6,042,522
Bernstein Intermediate Duration Fund
- ------------------------------------
TCB Short Term Money Market Group Fund 170,176 5.58% 170,176 170,176
Bernstein Intermediate Duration Fund 198,626 N/A 2,573,525 2,629,811
APS Class A Common Stock Fund
- -----------------------------
TCB Short Term Money Market Group Fund 66,252 5.58% 66,252 66,252
APS Holding Corporation Class A Common Stock 41,136 N/A 902,164 637,608
SEI Stable Asset Fund
- ---------------------
TCB Short Term Money Market Group Fund 770,017 5.58% 770,017 770,017
SEI Stable Asset Fund 13,723,031 N/A 13,723,031 13,723,031
Participant Loan Account
- ------------------------
TCB Short Term Money Market Group Fund 65,113 5.58% 65,113 65,113
Loans to participants N/A 4.25 - 10.75% - 1,762,738
Administrative Account
- ----------------------
TCB Short Term Money Market Group Fund 121,745 5.58% 121,745 121,745
</TABLE>
13
<PAGE> 16
A.P.S., INC. PARTNERSHIP PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
___________
<TABLE>
<CAPTION>
Current Value Realized
Purchase Sales of Asset on Gain
Single Transactions Price/Cost Price Transaction Date (Loss)
---------------------- ---------- ----- ---------------- ------
<S> <C> <C> <C> <C>
Fidelity Magellan Fund
- ----------------------
Purchase of TCB Short Term Money Market
Group Fund $ 2,383,181 N/A $ 2,383,181 N/A
Sale of TCB Short Term Money Market
Group Fund 2,342,100 2,342,100 2,342,100 -
Purchase of Fidelity Magellan Fund 2,342,100 N/A 2,342,100 N/A
Bernstein Global Value Fund
- ---------------------------
Purchase of TCB Short Term Money Market
Group Fund 2,100,961 N/A 2,100,961 N/A
Sale of TCB Short Term Money Market
Group Fund 2,052,500 2,052,500 2,052,500 -
Purchase of Bernstein Global Value Fund 2,052,500 N/A 2,052,500 N/A
Bernstein Intermediate Duration Fund
- ------------------------------------
Purchase of TCB Short Term Money Market
Group Fund 1,050,481 N/A 1,050,481 N/A
Sale of TCB Short Term Money Market
Group Fund 996,900 996,900 996,900 -
Purchase of Bernstein Intermediate Duration Fund 996,900 N/A 996,900 N/A
SEI Stable Asset Fund
- ---------------------
Purchase of TCB Short Term Money Market
Group Fund 10,142,196 N/A 10,142,196 N/A
Purchase of TCB Short Term Money Market
Group Fund 1,055,135 N/A 1,055,135 N/A
Sale of TCB Short Term Money Market
Group Fund 9,727,700 9,727,700 9,727,700 -
Purchase of SEI Stable Asset Fund 9,727,700 N/A 9,727,700 N/A
</TABLE>
14
<PAGE> 17
A.P.S., INC. PARTNERSHIP PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 1996
___________
<TABLE>
<CAPTION>
Current Value Realized
Purchase Sales of Asset on Gain
Single Transactions Continued Price/Cost Price Transaction Date (Loss)
----------------------------- ---------- ----- ---------------- ------
<S> <C> <C> <C> <C>
Administrative Account
- ----------------------
Purchase of TCB Short Term Money Market
Group Fund $15,678,819 N/A $15,678,819 N/A
Sale of TCB Short Term Money Market
Group Fund 15,678,819 15,678,819 15,678,819 -
Series of Transactions
----------------------
Fidelity Magellan Fund
- ----------------------
Purchases of TCB Short Term Money Market Group
Fund at various times during the year $4,826,916 N/A $4,826,918 N/A
Sales of TCB Short Term Money Market Group
Fund at various times during the year 4,515,989 4,515,989 4,515,989 -
Purchases of Fidelity Magellan Fund at various
times during the year 3,643,238 N/A 3,643,238 N/A
Bernstein Global Value Fund
- ---------------------------
Purchases of TCB Short Term Money Market Group
Fund at various times during the year 3,637,766 N/A 3,637,766 N/A
Sales of TCB Short Term Money Market Group
Fund at various times during the year 3,405,492 3,405,492 3,405,492 -
Purchases of Bernstein Global Value Fund
at various times during the year 2,570,979 2,570,979 2,570,479 N/A
Bernstein Intermediate Duration Fund
- ------------------------------------
Purchases of TCB Short Term Money Market Group
Fund at various times during the year 1,909,901 N/A 1,909,901 N/A
Sales of TCB Short Term Money Market Group
Fund at various times during the year 1,787,231 1,787,231 1,787,231 -
</TABLE>
15
<PAGE> 18
A.P.S., INC. PARTNERSHIP PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS, CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 1996
___________
<TABLE>
<CAPTION>
Current Value Realized
Purchase Sales of Asset on Gain
Series of Transactions Continued Price/Cost Price Transaction Date (Loss)
-------------------------------- ---------- ---------- ---------------- --------
<S> <C> <C> <C> <C>
SEI Stable Asset Fund
- ---------------------
Purchases of Bernstein Intermediate Duration Fund
at various times during the year 1,177,445 N/A 1,177,445 N/A
Purchases of TCB Short Term Money Market Group
Fund at various times during the year 13,486,844 N/A 13,486,844 N/A
Sales of TCB Short Term Money Market Group
Fund at various times during the year 12,880,935 12,880,935 12,880,935 -
Purchases of SEI Stable Asset Fund
at various times during the year 11,337,836 N/A 11,337,836 N/A
Sales of SEI Stable Asset Fund
at various times during the year 1,327,809 1,327,809 1,327,809 -
Administrative Account
- ----------------------
Purchases of TCB Short Term Money Market Group
Fund at various times during the year 19,807,714 N/A 19,807,714 N/A
Sales of TCB Short Term Money Market Group
Fund at various times during the year 19,717,962 19,717,962 19,717,962 -
</TABLE>
16
<PAGE> 19
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.
<TABLE>
<S> <C>
Date: June 25, 1997 A.P.S., INC. PARTNERSHIP PLAN
---------------------
By: The Benefits Administration Committee
of the A.P.S., Inc. Partnership Plan
By: /s/ JOHN L. HENDRIX
--------------------------
John L. Hendrix
/s/ E. EUGENE LAUVER
--------------------------
E. Eugene Lauver
</TABLE>
17
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Location of Exhibit
Exhibit in Sequential
Number Description of Document Numbering System
- ------ ----------------------- ----------------
<S> <C>
1 Consent of Independent Accountants
</TABLE>
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in registration statement of APS
Holding Corporation on Form S-8 (File Nos. 33-76178, 33-90486, 333-10217 and
333-10233) and Form S-4 (File No. 333-3982) of our report which is dated June
25, 1997, on our audits of the financial statements of the A.P.S., Inc.
Partnership Plan as of December 31, 1996 and 1995 and for the year ended
December 31, 1996, which report is included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
Houston, Texas
June 25, 1997
