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, 1997
[_] Transition Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from ____________to ______________
COMMISSION FILE NUMBER 022318
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
<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, 1997 ......................................................... 3
Statement of Net Assets Available for Benefits With Fund Information
as of December 31, 1996 ......................................................... 4
Statement of Changes in Net Assets Available for Benefits With Fund
Information for the year ended December 31, 1997 ................................ 5
Notes to Financial Statements ..................................................... 6
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1997 ... 14
Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1997 15
</TABLE>
<PAGE>
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, 1997 and
1996, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997 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 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, 1998
2
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
SUPPLEMENTAL FUND INFORMATION
--------------------------------------------------------
BERNSTEIN
FIDELITY BERNSTEIN INTERMEDIATE APS CLASS A
MAGELLAN GLOBAL VALUE DURATION COMMON STOCK
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Assets:
Investments, at fair value ......... $12,992,579 $ 7,672,004 $ 2,698,292 $ 232,090
Short-term cash investments ........ 141,208 215,918 73,997 7,572
Loans to participants .............. -- -- -- --
Receivables:
Employee contributions ............. 85,197 53,688 22,278 21,843
Employer contributions, net ........ 35,189 22,144 8,991 9,065
Investment income .................. 10,941 6,821 6,660 1,421
Loan repayments (distributions), net 73,579 43,397 8,599 10,341
----------- ------------ ------------ ------------
Total assets ............... 13,338,693 8,013,972 2,818,817 282,332
Liabilities:
Contributions refund payable ....... -- -- -- --
Other, net ......................... 5,285 3,348 1,223 48
----------- ------------ ------------ ------------
Net assets available for benefits ... $13,333,408 $ 8,010,624 $ 2,817,594 $ 282,284
=========== ============ ============ ============
SUPPLEMENTAL FUND INFORMATION
----------------------------------------------------------
SEI STABLE PARTICIPANT ADMINISTRATIVE
ASSET LOANS ACCOUNT TOTAL
------------ ----------- ------------- -----------
Assets:
Investments, at fair value ......... $ 12,182,858 $ -- $ -- $35,777,823
Short-term cash investments ........ 51,672 146,607 -- 636,974
Loans to participants .............. -- 1,832,412 -- 1,832,412
Receivables:
Employee contributions ............. 32,848 -- -- 215,854
Employer contributions, net ........ -- -- -- 75,389
Investment income .................. 69,599 721 251 96,414
Loan repayments (distributions), net 28,213 (164,129) -- --
------------ ----------- ------------- -----------
Total assets ............... 12,365,190 1,815,611 251 38,634,866
Liabilities:
Contributions refund payable ....... -- -- -- --
Other, net ......................... 5,084 (2,048) -- 12,940
------------ ----------- ------------- -----------
Net assets available for benefits ... $ 12,360,106 $ 1,817,659 $ 251 $38,621,926
============ =========== ============= ===========
</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, 1996
<TABLE>
<CAPTION>
SUPPLEMENTAL FUND INFORMATION
--------------------------------------------------------
BERNSTEIN
FIDELITY BERNSTEIN INTERMEDIATE APS CLASS A
MAGELLAN GLOBAL VALUE DURATION COMMON STOCK
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Assets:
Investments, at fair value ......... $10,412,083 $ 6,042,522 $ 2,629,811 $ 637,608
Short-term cash investments ........ 629,613 387,573 170,176 66,252
Loans to participants .............. -- -- -- --
Receivables:
Employee contributions ............. 89,109 56,170 24,725 26,690
Employer contributions, net ........ 36,301 22,445 10,003 10,606
Investment income .................. 6,180 4,247 17,646 1,123
Loan repayments (distributions), net 16,429 9,761 4,757 2,934
----------- ------------ ------------ ------------
Total assets ............... 11,189,715 6,522,718 2,857,118 745,213
Liabilities:
Contributions refund payable ....... 12,404 4,201 1,824 1,961
Other, net ......................... 39,753 22,692 10,177 2,604
----------- ------------ ------------ ------------
Net assets available for benefits .... $11,137,558 $ 6,495,825 $ 2,845,117 $ 740,648
=========== ============ ============ ============
SUPPLEMENTAL FUND INFORMATION
----------------------------------------------------------
SEI STABLE PARTICIPANT ADMINISTRATIVE
ASSET LOANS ACCOUNT TOTAL
------------ ----------- ------------- -----------
Assets:
Investments, at fair value ......... $ 13,723,031 $ -- $ -- $33,445,055
Short-term cash investments ........ 770,017 65,113 121,745 2,210,489
Loans to participants .............. -- 1,762,738 -- 1,762,738
Receivables:
Employee contributions ............. 58,629 -- -- 255,323
Employer contributions, net ........ (6,017) -- -- 73,338
Investment income .................. 77,991 304 1,004 108,495
Loan repayments (distributions), net 11,400 (45,281) -- --
------------ ----------- ------------- -----------
Total assets ............... 14,635,051 1,782,874 122,749 37,855,438
Liabilities:
Contributions refund payable ....... 10,865 -- -- 31,255
Other, net ......................... 50,902 2,424 155 128,707
------------ ----------- ------------- -----------
Net assets available for benefits .... $ 14,573,284 $ 1,780,450 $ 122,594 $37,695,476
============ =========== ============= ===========
</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, 1997
<TABLE>
<CAPTION>
SUPPLEMENTAL FUND INFORMATION
----------------------------------------------------------
BERNSTEIN
FIDELITY BERNSTEIN INTERMEDIATE APS CLASS A
MAGELLAN GLOBAL VALUE DURATION COMMON STOCK
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Additions:
Contributions:
Employee ...................................... $ 1,270,897 $ 819,393 $ 330,155 $ 338,962
Employer ...................................... 466,536 303,915 125,373 137,898
Investment income:
Interest income - participant loans .......... -- -- -- --
Net appreciation (depreciation)
in fair value of investments .................. 2,830,084 1,500,677 207,743 (787,076)
----------- ------------ ------------ ------------
Total additions ......................... 4,567,517 2,623,985 663,271 (310,216)
----------- ------------ ------------ ------------
Deductions:
Distributions ................................... 2,110,958 1,332,424 709,681 113,814
Administrative expense .......................... 86,028 51,342 19,252 2,974
Transfers, net .................................. 174,681 (274,580) (38,139) 31,360
----------- ------------ ------------ ------------
Total deductions ........................ 2,371,667 1,109,186 690,794 148,148
----------- ------------ ------------ ------------
Change in net assets available for benefits ....... 2,195,850 1,514,799 (27,523) (458,364)
Net assets available for benefits, beginning
of year ......................................... 11,137,558 6,495,825 2,845,117 740,648
----------- ------------ ------------ ------------
Net assets available for benefits, end
of year ......................................... $13,333,408 $ 8,010,624 $ 2,817,594 $ 282,284
=========== ============ ============ ============
SUPPLEMENTAL FUND INFORMATION
------------------------------------------------------------
SEI STABLE PARTICIPANT ADMINISTRATIVE
ASSET LOANS ACCOUNT TOTAL
------------ ------------ -------------- -----------
Additions:
Contributions:
Employee ...................................... $ 773,507 $ -- $ -- $ 3,532,914
Employer ...................................... 156,131 -- -- 1,189,853
Investment income:
Interest income - participant loans .......... -- 137,317 -- 137,317
Net appreciation (depreciation)
in fair value of investments .................. 819,143 -- -- 4,570,571
------------ ------------ -------------- -----------
Total additions ......................... 1,748,781 137,317 -- 9,430,655
------------ ------------ -------------- -----------
Deductions:
Distributions ................................... 3,991,492 -- -- 8,258,369
Administrative expense .......................... 86,240 -- -- 245,836
Transfers, net .................................. (115,773) 100,108 122,343 --
------------ ------------ -------------- -----------
Total deductions ........................ 3,961,959 100,108 122,343 8,504,205
------------ ------------ -------------- -----------
Change in net assets available for benefits ....... (2,213,178) 37,209 (122,343) 926,450
Net assets available for benefits, beginning
of year ......................................... 14,573,284 1,780,450 122,594 37,695,476
------------ ------------ -------------- -----------
Net assets available for benefits, end
of year ......................................... $ 12,360,106 $ 1,817,659 $ 251 $38,621,926
============ ============ ============== ===========
</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, 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.
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
Employees may contribute 2% to 15% of their annual compensation, which is
matched 50% by APS up to 6% of the employees' contributions. Such matching
contributions are allocated to each participant's account as of the end of each
month. In accordance with limitations set by the Internal Revenue Code,
participant contributions to the Plan could not exceed $9,500 for the years
ended December 31, 1997 and 1996.
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 contribution 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.
INVESTMENTS
Investments are comprised of shares in two funds that are managed by Sanford C.
Bernstein & Co., Inc. (the "Bernstein 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
6
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
share ("APS Common Stock"). Shares in the Bernstein and Fidelity funds are
valued based on the fair value of the related funds as determined by the quoted
closing market price on the last trading day of the year. The units of
participation in the SEI Stable Asset Fund 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 the net appreciation (depreciation) in the fair value of the mutual
funds held by the Plan which consists of the realized gains (losses) and the
unrealized appreciation (depreciation) on those investments. Additionally, the
net increase (decrease) in fair value of mutual funds includes realized and
unrealized gains or losses and dividends, interest and capital gain
distributions reinvested.
The Plan invests its excess cash into short-term, interest bearing accounts
managed by Chase Bank of Texas, formerly Texas Commerce Bank ("Chase" or the
"Trustee"). Such cash investments, for which the Plan does not require
collateral, totaled $636,974 and $2,210,489 at December 31, 1997 and 1996,
respectively.
ADMINISTRATIVE 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 net assets available for benefits at the date of
the financial statements, the changes in net assets available for benefits
during the reporting period and, when applicable, the disclosures of contingent
assets and liabilities at the date of the financial statements. Actual results
could differ from those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in mutual funds and cash
equivalents. These types of investment securities are exposed to various risks,
such as interest rate market and credit risks. Due to the level of risk
associated with certain investment securities, including those held by the Plan,
it is at least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially
affect participants' account balances and the amounts reported in the statement
of net assets available for plan benefits.
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:
<TABLE>
<CAPTION>
NUMBER OF
PARTICIPANTS AT
DECEMBER 31, 1997
-----------------
<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, 1997 and December 31, 1996. 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 GICs, 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. SEI requires the Plan to submit a written
notice twelve months prior to the withdrawal of all the Plan's assets. 1,611
BERNSTEIN INTERMEDIATE DURATION FUND - managed with the objective of seeking
returns consistent with a prudent level of risk by investing in a wide variety
of fixed income securities such as U.S. Treasury securities, mortgaged-related
securities, agencies and corporate bonds of high average credit quality. 739
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. 1,217
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 stock, issued by companies operating in the
U.S. and/or abroad as well as foreign companies. 1,405
APS HOLDING CORPORATION CLASS A COMMON STOCK - invested in the Class A Common
Stock of APS Holding Corporation, the parent company of APS. 706
</TABLE>
8
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
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 his or her share
of APS matching contributions upon five years of service with APS or upon his or
her 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%
On January 1, 1996, as a result of the acquisition of Parts, Inc. ("PI") by APS,
the assets of the PI Plan were transferred into the APS Plan. 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:
YEARS OF EMPLOYMENT VESTED PERCENTAGE
- ------------------- -----------------
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%
FORFEITURES
All APS and former PI employer contributions credited to the participant's
account but not vested are forfeited by the participant upon withdrawal of the
vested value of his or her account. Forfeitures of APS and former PI employer
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 for
the year ended December 31, 1997 includes forfeitures of $150,601.
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, 1997 range from 4.25% to 10.75%. Repayment is made by payroll
deductions. The fair value of participant loans approximates their carrying
amounts in the accompanying statements of net assets available for benefits
9
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
as of December 31, 1997 and 1996, respectively.
4. INVESTMENTS:
The historical cost and fair value of the investments of the Plan are presented
below. Investments representing five percent or more of the fair value of net
assets available for benefits at December 31, 1997 and 1996 are designated by an
asterisk (*).
<TABLE>
<CAPTION>
1997 1996
---------------------------- ----------------------------
HISTORICAL COST FAIR VALUE HISTORICAL COST FAIR VALUE
--------------- ---------- --------------- ----------
<S> <C> <C> <C> <C>
FUND DESCRIPTION
FIDELITY MAGELLAN FUND:
Chase Short Term Money Market Group Fund ... 141,208 141,208 629,613 629,613
Fidelity Magellan Fund ..................... 9,984,267 12,992,579 * 9,206,512 10,412,083 *
BERNSTEIN GLOBAL VALUE FUND:
Chase Short Term Money Market .............. 215,918 215,918 387,573 387,573
Bernstein International Value Portfolio .... 5,338,978 7,672,004 * 5,021,893 6,042,522 *
BERNSTEIN INTERMEDIATE DURATION FUND:
Chase Short Term Money Market .............. 73,997 73,997 170,176 170,176
Bernstein Intermediate Duration Portfolio .. 2,655,926 2,698,292 * 2,573,525 2,629,811 *
APS CLASS A COMMON STOCK FUND:
Chase Short Term Money Market .............. 7,572 7,572 66,252 66,252
APS Holding Corporation Class A Common Stock 1,256,140 232,090 902,164 637,608
SEI STABLE ASSET FUND:
Chase Short Term Money Market .............. 51,672 51,672 770,017 770,017
SEI Stable Asset Fund ...................... 12,182,858 12,182,858 * 13,723,031 13,723,031 *
PARTICIPANT LOAN ACCOUNT:
Chase Short Term Money Market .............. 146,607 146,607 65,113 65,113
Loans to Participants ...................... 1,832,412 1,832,412 1,762,738 1,762,738
ADMINISTRATIVE ACCOUNT:
Chase Short Term Money Market .............. -- -- 121,745 121,745
</TABLE>
10
<PAGE>
APS, INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
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. There is no priority of
distribution upon termination.
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,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net assets available for benefits per the financial
statements ...................................... $ 38,621,926 $ 37,695,476
Amounts allocated to withdrawing participants ..... (1,203,552) (946,557)
------------ ------------
Net assets available for benefits per the Form 5500 $ 37,418,374 $ 36,748,919
============ ============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
FOR THE YEAR ENDED
DECEMBER 31, 1997
------------------
Benefits paid to participants per the financial statements .. $ 8,258,369
Add: Amounts allocated to withdrawing participants at
December 31, 1997 ......................................... 1,203,552
Less: Amounts allocated to withdrawing participants at
December 31, 1996 ......................................... (946,557)
-----------
Benefits paid to participants per the Form 5500 ............. $ 8,515,364
===========
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.
11
<PAGE>
APS, INC. PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
8. SUBSEQUENT EVENTS:
On February 2, 1998, APS Holding Corporation, its subsidiary APS and each of the
principal subsidiaries of APS filed petitions for reorganization under Chapter
11 of the United States Bankruptcy Code in the United States Bankruptcy Court
for the District of Delaware. Each of such corporations is presently operating
its business as a debtor in possession in such proceedings.
On April 1, 1998, the Plan was amended to disallow participants to contribute
funds into the APS Class A Common Stock Fund as APS Common Stock was delisted
from the NASDAQ on that date.
At June 25, 1998, the market value of the APS Class A Common Stock held by the
Plan at December 31, 1997 approximates $63,825.
12
<PAGE>
SUPPLEMENTAL SCHEDULES
13
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
EFFECTIVE
NUMBER OF INTEREST CURRENT
SHARES OR UNITS RATE COST VALUE
--------------- --------- ----------- -----------
<S> <C> <C> <C> <C>
FIDELITY MAGELLAN FUND
Chase Short Term Money Market Group Fund ... 141,208 5.81% $ 141,208 $ 141,208
Fidelity Magellan Fund ..................... 136,376 N/A 9,984,267 12,992,579
BERNSTEIN GLOBAL VALUE FUND
Chase Short Term Money Market Group Fund ... 215,918 5.81% 215,918 215,918
Bernstein International Value Portfolio .... 476,522 N/A 5,338,978 7,672,004
BERNSTEIN INTERMEDIATE DURATION FUND
Chase Short Term Money Market Group Fund ... 73,997 5.81% 73,997 73,997
Bernstein Intermediate Duration Fund ....... 204,107 N/A 2,655,926 2,698,292
APS CLASS A COMMON STOCK FUND
Chase Short Term Money Market Group Fund ... 7,572 5.81% 7,572 7,572
APS Holding Corporation Class A Common Stock 92,836 N/A 1,256,140 232,090
SEI STABLE ASSET FUND
Chase Short Term Money Market Group Fund ... 51,672 5.81% 51,672 51,672
SEI Stable Asset Fund ...................... 12,182,858 N/A 12,182,858 12,182,858
PARTICIPANT LOAN ACCOUNT
Chase Short Term Money Market Group Fund ... 146,607 5.81% 146,607 146,607
Loans to participants ...................... N/A 4.25-10.75% -- 1,832,412
</TABLE>
14
<PAGE>
A.P.S., INC. PARTNERSHIP PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
CURRENT VALUE
NUMBER OF PURCHASE SALES OF ASSET ON REALIZED
TRANSACTIONS PRICE/COST PRICE TRANSACTION DATE GAIN/(LOSS)
------------ ---------- --------- ---------------- ----------
<S> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS
FIDELITY MAGELLAN FUND
Purchases of Chase Short Term Money Market
Group Fund at various times during the year . 41 2,374,872 N/A 2,374,872 N/A
Sales of Chase Short Term Money Market Group
Fund at various times during the year ....... 109 2,863,277 2,863,277 2,863,277 --
BERNSTEIN GLOBAL VALUE FUND
Purchases of Chase Short Term Money Market
Group fund at various times during the year . 44 1,939,834 N/A 1,939,834 N/A
Sales of Chase Short Term Money Market Group
Fund a various times during the year ........ 99 2,111,489 2,111,489 2,111,489 --
SEI STABLE ASSET FUND
Purchases of Chase Short Term Money Market
Group Fund at various times during the year . 46 3,247,783 N/A 3,247,783 N/A
Sales of Chase Short Term Money Market Group
Fund at various times during the year ....... 110 3,966,127 3,966,127 3,966,127 --
Sales of SEI Stable Asset Fund at various times
during the year ............................. 13 2,774,531 2,774,531 2,774,531 --
ADMINISTRATIVE ACCOUNT
Purchases of Chase Short Term Money Market
Group Fund at various times during the year . 26 4,468,422 N/A 4,468,422 N/A
Sales of Chase Short Term Money Market Group
Fund at various times during the year ....... 27 4,590,167 4,590,167 4,590,167 --
</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 25, 1998 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
16
<PAGE>
INDEX TO EXHIBITS
LOCATION OF EXHIBIT
EXHIBIT IN SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT NUMBERING SYSTEM
- ------ ----------------------- ----------------
23.1 Consent of Independent Accountants
EXHIBIT 23.1
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, 1998, on our audits of the financial statements of the A.P.S., Inc.
Partnership Plan as of December 31, 1997 and 1996 and for the year ended
December 31, 1997, which report is included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
Houston, Texas
June 25, 1998
