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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      ------------------------------------
                                   FORM 10-K

 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       OR

    [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                  EXCHANGE ACT
        OF 1934, FOR THE TRANSITION PERIOD FROM           TO

                       COMMISSION FILE NUMBER: 333-50433
                      ------------------------------------

                               AP HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      06-1269403
       (State or other jurisdiction of              (I.R.S. Employer Identification No.)
        Incorporation or organization)
</TABLE>

                             900 N. MICHIGAN AVENUE
                          CHICAGO, ILLINOIS 60611-1542
                    (Address of principal executive offices)

                                 (312) 274-2000
              (Registrant's telephone number, including area code)

       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE.
       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE.

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.Yes  [X] No  [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendment to this
Form 10-K.  [X]

     The aggregate market value of the voting and non-voting shares of common
stock held by non-affiliates of the registrant is not applicable as there is not
a public market for such stock. As of December 31, 1999, there were 7,920 shares
of common stock of the registrant outstanding.

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SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

     This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), which are intended to be covered
by the safe harbors created thereby. Those statements include, but may not be
limited to, the discussions of AP Holdings, Inc. ("AP Holdings") expectations
concerning its future profitability, the discussion of AP Holdings's strategic
relationships, discussions about Year 2000 compliance and AP Holdings operating
and growth assumptions regarding certain matters. Investors are cautioned that
forward-looking statements involve risks and uncertainties. Although AP
Holdings' believes that the assumptions underlying the forward-looking
statements contained herein are reasonable, any of the assumptions could be
inaccurate and, therefore, there can be no assurance that the forward-looking
statements included will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by AP
Holdings or any other person that the objective and plans of AP Holdings will be
achieved.

ITEM 1. BUSINESS

GENERAL

     AP Holdings is a subsidiary of Holberg Industries, Inc. ("Holberg"), which
owns 84% of the outstanding voting stock of APCOA/Standard Parking, Inc.
("APCOA/Standard" or "the Company"), formerly known as APCOA, Inc. ("APCOA").
APCOA/Standard accounts for all of AP Holdings' assets and AP Holdings conducts
substantially all of its business through APCOA/Standard. APCOA/Standard is a
leading national provider of parking facility management services. The Company
provides on-site management services at multi-level and surface parking
facilities in the two major markets of the parking industry: urban parking and
airport parking. The Company manages 1,852 parking facilities, containing
approximately 1,000,000 parking spaces in over 200 cities across the United
States and Canada. The Company's gross customer collections, parking services
revenue, gross profit and net loss for the years ended December 31, 1999 and
1998 were $1,369.3 and $1,026.1 million, $247.9 and $195.5 million, $54.8 and
$40.3 million and ($16.2) and $(27.0) million, respectively.

     The Company believes that its superior management services coupled with its
focus on increasing market share in select core cities helps to maximize
profitability per parking facility. The Company believes that it enhances its
leading position by providing: (i) Ambiance in Parking (R), an approach to
parking that includes a number of on-site, value-added services and amenities;
(ii) state-of-the-art information technology, including Client View(R), a
proprietary client reporting system which allows the Company to provide clients
with real-time access to site-level financial and operating information; and
(iii) award-winning training programs for on-site employees that promote
customer service and client retention. In addition, the Company believes that it
distinguishes itself from its competitors because of its long-standing
experience in securing contracts, particularly with regard to the airport
parking market.

     The Company's diversified client base includes some of the nation's largest
owners and developers of major office building complexes, shopping centers,
sports complexes, hotels and hospitals. In addition, the Company manages parking
operations at 130 locations at 67 airports, including many of the major airports
in North America.

     The Company does not own any parking facilities and, as a result, the
Company assumes few of the risks of real estate ownership. The Company operates
its clients' parking properties through two types of arrangements: management
contracts and leases. Under a management contract, the Company typically
receives a base monthly fee for managing the property, and may also receive an
incentive fee based on the achievement of facility revenues above a set amount.
In some instances, the Company also receives certain fees for ancillary
services. Typically, all of the underlying revenues and expenses under a
management contract flow through to the property owner, not to the Company.
Under lease arrangements, the Company generally pays either a fixed annual
rental, a percentage of gross customer collections, or a combination thereof to
the property owner. The Company collects all revenues under lease arrangements
and is responsible for most operating expenses, but it is typically not
responsible for major maintenance or capital expenditures. As of
                                        2
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December 31, 1999, the Company operated approximately 78% of its 1,852 parking
facilities under management contracts and approximately 22% under leases.
Renewal rates for the Company's management contracts and leases averaged
approximately 91% for the last three years.

THE COMBINATION

     Pursuant to the Combination Agreement, dated as of January 15, 1998 by and
among Myron C. Warshauer, Stanley Warshauer, Steven A. Warshauer, Dosher
Partners, L.P., a Delaware limited partnership, SP Parking Associates, an
Illinois general partnership, and SP Associates, an Illinois general partnership
(collectively, the "Standard Owners") and APCOA, APCOA acquired (the
"Combination"), on March 30, 1998, all of the outstanding capital stock,
partnership and other equity interests of Standard Parking Corporation, an
Illinois corporation; Standard Auto Park, Inc., an Illinois Corporation;
Standard Parking Corporation MW, an Illinois corporation; Standard Parking,
L.P., a Delaware limited partnership; Standard Parking Corporation IL, an
Illinois corporation; and Standard/Wabash Parking Corporation, an Illinois
corporation (all such entities, collectively, "Standard") for consideration
consisting of $65.0 million in cash, 5.01 shares or 16%, of the common stock of
the Company outstanding as of January 15, 1998, and the assumption of certain
liabilities including a $5.0 million consulting and non-compete obligation for
one of the former owners of Standard, which represents the current value of the
payments to be made, as determined by consulting actuaries. In addition, on
March 30, 1998, APCOA paid to the Standard Owners $2.8 million, generally
representing Standard's earnings from January 1, 1998 through the date of the
Combination and Standard's cash on hand at such time.

     In connection with the Standard acquisition, on March 30, 1998 the Company
issued $140 million principal amount of 9 1/4% Senior Subordinated Notes due
2008 in a Rule 144A private placement. Effective September 14, 1998 the Company
completed an offer to exchange all the outstanding Senior Subordinated Notes
with new notes with substantially identical terms that are registered under the
Securities Act of 1933.

     Upon the closing of the Combination, the Company entered into a $40.0
million secured revolving Senior Credit Facility with The First National Bank of
Chicago. Borrowings under the Senior Credit Facility bear interest at variable
rates based, at the Company's option, either on LIBOR, the federal funds rate,
or the Agent's base rate.

     Also in connection with the Combination, AP Holdings contributed $40.7
million of cash to the Company in exchange for $40.7 million initial liquidation
preference of new preferred stock of the Company. The contribution was financed
through AP Holdings' offering of $70.0 million in aggregate principal amount of
its 11  1/4% Senior Discount Notes due 2008.

OTHER ACQUISITIONS AND AMALGAMATIONS

     On January 22, 1998, the Company acquired the assets of Huger Parking
Company, LLC, d/b/a Dixie Parking, for $1.0 million in cash at closing and $3.3
million in notes payable. On May 1, 1998, the Company acquired the remaining 76%
interest in Executive Parking Industries LLC, through the acquisition of all of
the outstanding capital stock of S&S Parking, Inc., the sole asset of which was
such 76% interest in EPI, for $7.0 million in cash. In addition, on June 1,
1998, APCOA/Standard acquired all of the outstanding capital stock of Century
Parking, Inc., and Sentry Parking Corporation, for $5.2 million in cash at
closing and $1.0 million payable on the third anniversary of the closing date.
On September 1, 1998, APCOA/Standard acquired the operations of Virginia Parking
Service, Inc. in a stock purchase transaction for $3.1 million in cash,
including direct costs, and up to $1.3 million in notes payable over five years
with interest at the prime rate.

     On April 1, 1999, the Company acquired the assets of Pacific Rim Parking,
Inc. ("Pacific Rim") in Los Angeles for $.75 million in cash and up to $.75
million in non-interest bearing notes payable over five years. On May 1, 1999
the Company acquired various contracts of System Parking Inc. in Atlanta for
$.25 million in cash. Effective as of July 1, 1999 the Company acquired all of
the outstanding stock of Universal Park Holdings, Inc., operating under the
names U-Park and Select Valet Parking, in Vancouver B.C. for Canadian $1.61
million plus a multiple of EBITDA on a future earnout as defined in the
agreement.
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     All of these acquisitions have been accounted for under the purchase method
and their operating results have been included in the consolidated results since
their respective date of acquisition. The historical operating results of the
businesses prior to acquisition were not material relative to the consolidated
results of APCOA/Standard.

     On January 5, 1998, APCOA Holdings Canada Inc, a wholly owned subsidiary of
APCOA, Inc. (now known as APCOA/Standard Parking, Inc.), formed under the laws
of the Province of Ontario, Canada, filed Articles of Amalgamation with the
Ministry of Consumer and Commercial Relations for the Province of Ontario,
Canada, pursuant to the Business Corporations Act of Ontario, amalgamating with
Mainarun Holdings Inc. APCOA Holdings Canada Inc. was the surviving company. On
July 20, 1998 APCOA Holdings Canada Inc. filed Articles of Amendment with the
Ministry of Consumer and Commercial Relations for the Province of Ontario,
Canada, pursuant to the Business Corporations Act of Ontario, changing the name
to Standard Parking of Canada LTD. On September 1, 1998, Standard Parking of
Canada filed Articles of Amalgamation pursuant to the Canada Business
Corporations Act amalgamating APCOA Parking Development & Management LTD with
Standard Parking of Canada LTD. Standard Parking of Canada LTD was the resulting
corporation.

INDUSTRY OVERVIEW

     General. The International Parking Institute, a trade organization of
parking professionals, estimates that as of December 1998 there were
approximately 35,000 parking facilities in the United States generating over
$26.0 billion in gross customer collections. The parking industry is highly
fragmented, with over 1,700 commercial parking operators in the United States,
as estimated by the Parking Market Research Company, an independent research
company. Industry participants, the vast majority of which are privately-held
companies, consist of relatively few nationwide companies and a large number of
small regional or local operators, including a substantial number of companies
providing parking as an ancillary service in connection with property management
or ownership. Clients of parking facility managers include the owners of office
buildings, major airports, shopping centers, sports complexes, hotels and
hospitals, which provide parking to customers.

     Operating Arrangements. Parking facilities operate under two general types
of arrangements: management contracts and leases. The general terms and benefits
of these two types of arrangements are as follows:

          Management Contracts. Under a management contract, the facility
     manager generally receives a base monthly fee for managing the facility and
     often receives an incentive fee based on the achievement of facility
     revenues above a base amount. Facility managers generally charge fees for
     various ancillary services such as accounting, equipment leasing and
     consulting. Responsibilities under a management contract include hiring,
     training and staffing parking personnel, and providing collections,
     accounting, record-keeping, insurance and facility marketing services. In
     general, the facility manager is not responsible for structural or
     mechanical repairs, and typically is not responsible for providing security
     or guard services. Under typical management contracts, the facility owner
     is responsible for operating expenses such as taxes, license and permit
     fees, insurance premiums, payroll and accounts receivable processing and
     wages of personnel assigned to the facility. In addition, the facility
     owner is responsible for non-routine maintenance, repair costs and capital
     improvements. The typical management contract is for a term of one to three
     years (though the owner often reserves the right to terminate, without
     cause, on 30 days' notice) and may contain a renewal clause.

          Leases. Under a lease arrangement, the parking facility operator
     generally pays either a fixed annual rent, a percentage of gross customer
     collections, or a combination thereof to the property owner. The parking
     facility operator collects all revenues and is responsible for most
     operating expenses, but is typically not responsible for major maintenance.
     In contrast to management contracts, lease arrangements are typically for
     terms of three to ten years and typically contain a renewal term, and
     provide for a fixed payment to the facility owner regardless of the
     operating earnings of the parking facility. As a result, leased facilities
     generally require a longer commitment and a larger capital investment by
     the parking facility operator than do managed facilities.

                                        4
<PAGE>   5

          Parking Industry Markets. The parking industry is comprised of two
     major markets: urban parking and airport parking. The urban parking market
     consists of many sub-markets with differing clients including commercial,
     office, residential, event, entertainment, retail, shopping centers,
     hospitals and hotels. In contrast, the airport parking market consists of a
     relatively small number of clients with large revenue-generating parking
     operations and needs that are unique to airport parking facilities.

     Industry Growth Dynamics. A number of opportunities for growth exist for
parking facility operators:

          Industry Consolidation. There are many opportunities for industry
     consolidation, both domestically and abroad. Consolidation among operators
     provides opportunity to achieve accelerated growth in the parking industry
     because of the limitations on growth in revenues of existing operations.
     While some growth in revenues from existing operations is possible through
     redesign, increased operational efficiency or increased facility use and
     prices, such growth is ultimately limited by the size of a facility and
     market conditions.

          Privatization of Government-Owned and Operated Facilities. Additional
     growth in the industry has been a function of the trend for parking
     facility owners to move from owner-operation to outsourcing the management
     of operations to private operators. This is particularly true in the case
     of privatization of government operations and facilities, which is
     resulting in new opportunities for the parking industry. The Company
     believes that cities and municipal authorities are increasingly retaining
     private firms to operate facilities and parking-related services in an
     effort to reduce operating budgets and increase efficiency.

          Expanding Relationships with Large Property Managers, Owners and
     Developers. Generally, the overall parking industry expansion is created by
     new construction of parking facilities by property managers, owners and
     developers. Because new construction in the United States slowed in the
     late 1980s and has only gradually begun to increase in recent years, growth
     for parking facility operators during such period generally resulted from
     more established parking facility operators leveraging their relationships
     with property managers and owners to take market share from smaller
     companies. As new construction of parking facilities increases, the Company
     believes that facility operators with established relationships with such
     parking facility developers can leverage such relationships to capture
     incremental market share.

BUSINESS STRATEGY AND COMPETITIVE ADVANTAGES

     The Company believes its innovative parking facility amenities, services
and management, coupled with its state-of-the-art information technology and
reporting systems, position the Company to enhance its standing as a leading
provider of parking services. Specific elements of the Company's business
strategy and competitive advantages include:

          Focus on Core Cities. Part of the Company's business strategy is to
     focus on increasing system-wide profitability by maximizing operating
     leverage. As part of this strategy, the Company operates in certain core
     cities and realizes certain economies of scale, including the ability to
     spread administrative overhead costs across a large number of parking
     facilities in a single market.

          Stable Operating Portfolio. From 1994 to 1999, the Company reduced
     exposure to increasing cost of parking services by (i) increasing the
     proportion of its management contracts, which generally pass cost of
     parking services on to the Company's clients, and (ii) maintaining low
     minimum rental commitments under its non-cancelable leases. Additionally,
     the Company's average management and lease contract renewal rate over the
     last three years was approximately 91%.

          Strategic Growth Through Acquisitions. The parking industry is highly
     fragmented, with over 1,700 commercial parking operators. In addition to
     pursuing individual contracts, the Company is seeking to capitalize on this
     industry fragmentation by pursuing a focused acquisition strategy which
     includes: (i) acquiring parking management companies within core cities and
     targeted growth markets where the Company believes it can attain a
     significant market share, and (ii) acquiring larger, regional parking
     management companies. In less than two years since the combination, the
     Company has successfully acquired and integrated five companies with 489
     new facilities.

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<PAGE>   6

          Leading Client Base. The Company's diversified, long-standing customer
     base comprises many of the premier national property management and
     ownership organizations in the United States and Canada. The Company is a
     market leader in airport parking, operating approximately 130 parking
     facilities at 67 airports in the United States and Canada. The Company's
     focus on select core cities enables the Company to maintain broader and
     stronger relationships with the local client base, which the Company
     believes improves its client retention rates and its ability to compete for
     new contracts.

          Value-Added Services and Award-Winning Information Systems. The
     Company believes that it can continue to increase profitability and attract
     new clients by providing: (i) Ambiance in Parking(R); (ii) state-of-the-art
     information technology, including Client View(R); and (iii) award-winning
     training programs for on-site employees. In addition, these capabilities
     facilitate development opportunities that typically lead to long-term lease
     and management contracts on new facilities.

AMBIANCE IN PARKING(R)

     The Company offers a comprehensive package of value-added, on-site parking
services and amenities which the Company characterizes as Ambiance in
Parking(R). The package includes:

          Patented Musical Theme Floor Reminder System. The Company's patented
     musical theme floor reminder system is designed to help customers remember
     the garage level on which they had parked. A different song is played on
     each floor of the parking garage. Each floor also displays distinctive
     signs and graphics which correspond with the floor's theme. For example, in
     one garage with U.S. cities as a theme, songs played include "I Left My
     Heart in San Francisco" on one floor and "New York, New York" on a
     different floor. Other garages have themes such as college fight songs,
     broadway musicals, classic movies and professional sports teams.

          Books-To-Go(R) is an audiotape library which is provided
     free-of-charge for monthly parkers.

          Films-To-Go(C) is a videotape library which is provided free-of-charge
     for monthly parkers.

          ParkNet(R) traffic information system allows parking customers to
     obtain continuous, site-specific traffic reports relating to current
     traffic conditions on area expressways as well as the routes utilized to
     get from the specific parking facility to the expressways.

          CarCare service program is provided in conjunction with Midas
     International Corporation. Parking customers can have their cars picked up
     from the parking facility, serviced and returned before the end of the
     business day.

          Complimentary Windshield and Headlight Cleaning. During off-peak
     hours, the Company's parking attendants clean windshields and headlights of
     cars and place a card on the windshield informing the parking customer that
     this service has been provided.

          Emergency Car Services. The Company offers complimentary services such
     as battery starts, lost car assistance, tire inflation, tire change and
     vehicle escort service.

STATE-OF-THE-ART INFORMATION TECHNOLOGY

     The Company's information technology provides valuable benefits to the
Company's clients. Client View(C), a proprietary Windows(R)-based client
reporting system, allows the Company's clients to access, on a real-time basis,
site-level financial and operating information.

     The Company has created advanced information systems that connect local
offices across the country to its corporate office. A centralized staff provides
accounting and administrative expertise and controls that eliminate duplication
of administrative and accounting functions at the field level. ParkStat(R), one
of the Company's proprietary software tools, enhances the performance of parking
facilities managed by the Company. By automatically polling information from
on-site collection devices, ParkStat(R) uses location-specific information to
calculate the impact of pricing alternatives, optimize staffing levels, improve
forecasting

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<PAGE>   7

and assist in long-range planning. Technological innovations such as an
automated credit card lane and a radio-activated hands-free parking access
system allow fast and hassle-free service for parking customers.

COMPETITION

     The parking industry is fragmented and highly competitive, with limited
barriers to entry. The Company faces direct competition for additional
facilities to manage or lease, while the Company's facilities themselves compete
with nearby facilities for its parking customers, and in the labor market
generally for qualified employees. Moreover, the construction of new parking
facilities near the Company's existing facilities can adversely affect the
Company's business.

     The Company competes for additional facilities with a variety of other
companies. Although there are relatively few large, national parking companies
that compete with the Company, the Company also faces competition from numerous
smaller, locally-owned independent operators, as well as from developers,
hotels, national financial services companies and other institutions that
self-manage both their own parking facilities as well as facilities owned by
others. Many municipalities and other governmental entities also operate their
own parking facilities, thus eliminating those facilities as potential
management or lease opportunities for the Company.

REGULATION

     The Company's business is not substantially affected by direct governmental
regulation, although parking facilities are sometimes directly regulated by both
municipal and state authorities. The Company is affected by laws and regulations
(such as zoning ordinances) that are common to any business that deals with real
estate and by regulations (such as labor and tax laws) that affect companies
with a large number of employees. In addition, several state and local laws have
been passed in recent years that encourage car pooling and the use of mass
transit, including, for example, a Los Angeles, California law prohibiting
employers from reimbursing employee parking expenses. Laws and regulations that
reduce the number of cars and vehicles being driven could adversely impact the
Company's business.

     Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may be
liable for the costs of removal or remediation of hazardous or toxic substances
on, under or in such property. Such laws typically impose liability without
regard to whether the owner or operator knew of, or was responsible for, the
presence of such hazardous or toxic substances. In connection with the operation
of parking facilities, the Company may be potentially liable for any such costs.
Although the Company is currently not aware of any material environmental claims
pending or threatened against it or any of the parking facilities which it
operates, there can be no assurance that a material environmental claim will not
be asserted against the Company or against the parking facilities which it
operates. The cost of defending against claims of liability, or of remediating a
contaminated property, could have a material adverse effect on the Company's
financial condition or results of operations.

     Various other governmental regulations affect the Company's operation of
parking facilities, both directly and indirectly, including the ADA. Under the
ADA, all public accommodations, including parking facilities, are required to
meet certain federal requirements related to access and use by disabled persons.
For example, the ADA requires parking facilities to include handicapped spaces,
headroom for wheelchair vans, attendants' booths that accommodate wheelchairs,
and elevators that are operable by disabled persons. When negotiating management
contracts and leases with clients, the Company generally has the property owner
contractually assume responsibility for any ADA liability in connection with the
property; however, there can be no assurance that the property owner has assumed
such liability for any given property and there can be no assurance that the
Company would not be held liable despite assumption of responsibility for such
liability by the property owner. Management believes that the parking facilities
the Company operates are in substantial compliance with ADA requirements.

                                        7
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EMPLOYEES

     AP Holdings does not have any paid employees. As of December 31, 1999, the
Company employed approximately 13,300 individuals, including approximately 8,000
full-time and 5,300 part-time employees. As of December 31, 1998, the Company
employed approximately 11,700 individuals, including approximately 7,000
full-time and 4,700 part-time employees. The Company believes that its employee
relations are good.

INTELLECTUAL PROPERTY

     The APCOA name and logo and the Standard name and logo are registered with
the United States Patent and Trademark Office. In addition, the Company has
registered the names and, as applicable, the logos of all material subsidiaries
and divisions of the Company in the United States Patent and Trademark Office or
the equivalent State registry, including the right to the exclusive use of the
name Central Park in the Chicago metropolitan area. The Company has also
obtained a United States patent for its Multi-Level Vehicle Parking Facility
(the Musical Theme Floor Reminder System) and trademark protection for its
proprietary parker programs, such as Books-To-Go(R) and Ambiance in Parking(R).
Proprietary software developed by the Company, such as Client View(R), Hand Held
Program(R), License Plate Inventory Program(R) and ParkStat(C) are registered in
the United States Copyright Office.

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ITEM 2.  PROPERTIES

PARKING FACILITIES

     The Company operates parking facilities in 39 states, Washington D.C. and
three provinces of Canada pursuant to management contracts or leases. The
Company does not currently own any parking facilities. The following table
summarizes certain information regarding the Company's facilities as of December
31, 1999:

<TABLE>
<CAPTION>
                                                                          # OF LOCATIONS                    # OF SPACES
                                                                    --------------------------    -------------------------------
      STATES/PROVINCES           AIRPORTS AND URBAN CITIES          AIRPORT    URBAN     TOTAL    AIRPORT     URBAN       TOTAL
      ----------------           -------------------------          -------    -----     -----    -------     -----       -----
    <S>                     <C>                                     <C>        <C>       <C>      <C>        <C>        <C>
    Alabama                 Airports............................        3                   3       1,430                   1,430
    Arizona                 Phoenix.............................                           22          22                  24,701
    British Columbia        Richmond, Vancouver, Victoria
                            Whistler............................                   87      87                 10,876       10,876
    California              Airports, Los Angeles, Long Beach,
                            Sacramento, San Diego, San
                            Francisco, and San Jose.............        8         433     441      25,182    195,707      220,889
    Colorado                Airports, Colorado Springs and
                            Denver..............................        3          23      26      14,202     11,469       25,671
    Connecticut             Airports, Greenwich and Stamford....        7           7      14       5,000      5,170       10,170
    District of Columbia    Washington, DC......................                   37      37                 13,615       13,615
    Delaware                Wilmington..........................                    1       1                    473          473
    Florida                 Airports, Miami, Orlando and
                            Pensacola...........................       16          53      69      23,806     19,876       43,682
    Georgia                 Airports and Atlanta................        2          35      37       2,142     16,359       18,501
    Hawaii                  Airports and Honolulu...............        3          55      58       2,393     19,262       21,655
    Idaho                   Airports............................        1                   1         376                     376
    Illinois                Airports and Chicago................        9         186     195      30,540    102,160      132,700
    Indiana                 Airports, Indianapolis and Ft.
                            Wayne...............................        1          19      20       1,234      6,290        7,524
    Kansas                  Topeka..............................                    1       1                    310          310
    Kentucky                Louisville..........................                    3       3                    876          876
    Louisiana               Airports and New Orleans............        1          44      45       1,302     13,057       14,359
    Maine                   Airports and Portland...............        2           1       3       1,371        528        1,899
    Maryland                Baltimore, Bethesda and Towson......                   22      22                  5,072        5,072
    Massachusetts           Airports, Boston, Cambridge and
                            Worchester                                  1         134     135         645     57,959       58,604
    Michigan                Airports, Detroit and Southfield....        7          14      21      18,444      3,805       22,249
    Minnesota               Airports, Minneapolis and St.
                            Paul................................        5          43      48      21,050     20,586       41,636
    Missouri                Airports and Kansas City............       16          90     106      23,766     21,074       44,840
    Montana                 Airports and Great
    Nebraska                Airports............................        1                   1       1,361                   1,361
    Nevada                  Las Vegas and Reno..................                    4       4                  1,368        1,368
    New York                Airports, Buffalo and Rochester.....        9          14      23       8,807     23,701       32,508
    North Carolina          Charlotte...........................                    1       1                    818          818
    North Dakota            Airports............................        2                   2       1,415                   1,415
    Ohio                    Airports, Akron, Cleveland,
                            Cincinnati, Columbus and Toledo.....       12          96     108      14,791     43,004       57,795
    Oklahoma                Airports............................        1           1     990                    990
    Ontario                 Airports, North York, Scarborough
                            and Toronto.........................        2          46      48       2,000     33,202       35,202
    Oregon                  Airports............................        4                   4       2,664                   2,664
    Pennsylvania            Airports and Wilkes Barre...........        2           1       3       1,331        431        1,762
    Quebec                  Airports............................        3                   3       9,405                   9,405
    Rhode Island            Providence..........................                    3       3                  6,045        6,045
    South Carolina          Airports............................        4                   4       4,232                   4,232
    South Dakota            Airports............................        2                   2       1,508                   1,508
    Tennessee               Airports, Memphis and Nashville
                            Airports, Dallas, Forth Worth and...        2          17      19       3,077      6,502        9,579
    Texas                   Houston.............................        3          79      82       4,341     67,719       72,060
    Virginia                Airports, Alexandria, Richmond and
                            Virginia Beach......................        6         107     113       3,468     26,557       30,025
    Washington              Airports and Seattle................        2           4       6         822      1,681        2,503
    Wisconsin               Airports and Milwaukee..............       11          11      22      11,303      3,657       14,960
                            ------------------------------------      ---      ------    -----    -------    -------    ---------
                            Totals..............................      155       1,697    1,852    246,350    765,816    1,012,166
                            ====================================      ===      ======    =====    =======    =======    =========
</TABLE>

     The Company has interests in 20 joint ventures that each operate between
one and three parking facilities. The Company is the general partner of nine
limited partnerships that each operates between one and twelve parking
facilities. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Summary of Operating Facilities."

                                        9
<PAGE>   10

     The Company leases approximately 40,000 square feet of office space for its
corporate offices in Chicago, Illinois. The lease expires in 2008, and includes
a renewal option for an additional five years. The lease also includes expansion
options for up to 9,000 additional square feet of space, and the Company has a
right of first refusal on 24,000 square feet more. The Company believes that the
leased facility, together with expansion options, is adequate to meet current
and foreseeable future needs.

     The Company also leases regional offices. These lease agreements generally
include renewal and expansion options, and the Company believes that these
facilities are adequate to meet its current and foreseeable future needs.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is subject to various claims and legal proceedings which
consist principally of lease and contract disputes and includes litigation with
The County of Wayne relating to the management of parking lots at the Detroit
Metropolitan Airport. These claims and legal proceedings are considered
ordinary, routine, and incidental to the Company's business, and in the opinion
of management, the ultimate liability with respect these proceedings and claims
will not materially affect the financial position, operations, or liquidity of
the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

     None.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

     There is no public trading market for the common stock of AP Holdings. AP
Holdings did not pay a dividend in respect of its common stock in 1999, 1998 or
1997. The indenture governing AP Holdings' Senior Discount Notes limits the
ability of AP Holdings and APCOA/Standard to pay cash dividends. Unless AP
Holdings meets certain financial ratios, neither AP Holdings nor the Company may
pay cash dividends except those payable in additional shares stock or proceeds
therefrom. AP Holdings paid dividends in respect of its preferred stock in
additional shares of preferred stock, aggregating $3.6 million, $3.2 million and
$3.7 million, in 1999, 1998 and 1997, respectively.

     APCOA/Standard did not pay a cash dividend in respect of its common stock
in 1999, 1998 or 1997. By the terms of the Company's Revolving Credit Facility,
the Company is restricted from paying cash dividends on its capital stock until
September 30, 2003. From and after September 30, 2003, the Company may pay cash
dividends in respect of its Redeemable Preferred Stock of up to $8.5 million
annually, subject to certain conditions, to enable AP Holdings to service its
Senior Discount Notes. The Company paid dividends in respect of its Redeemable
Preferred Stock in additional shares of Redeemable Preferred Stock aggregating
$5.1 million, $3.5 million and $.89 million in 1999, 1998 and 1997,
respectively.

     The indenture governing the Company's Senior Subordinated Notes also limits
the Company's ability to pay cash dividends. Unless the Company meets certain
financial ratios, it may not pay dividends in respect of its stock except for
those payable in additional shares of stock.

     There are no restrictions on the ability of APCOA/Standard's wholly-owned
subsidiaries to pay cash dividends to APCOA/Standard.

                                       10
<PAGE>   11

ITEM 6.  SELECTED HISTORICAL FINANCIAL DATA

     The following table presents selected historical consolidated financial
data at and for the years ended December 31, 1999, 1998, 1997, 1996 and 1995,
which have been derived from the audited financial statements of AP Holdings.
The selected financial data set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical consolidated financial statements and notes
thereto included elsewhere herein.

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                           ------------------------------------------------------------
                                              1999        1998(1)        1997        1996        1995
                                              ----        -------        ----        ----        ----
                                                              (DOLLARS IN THOUSANDS)
<S>                                        <C>           <C>           <C>         <C>         <C>
INCOME STATEMENT DATA:
  Parking services revenue.............    $  247,899    $  195,517    $117,704    $138,409    $143,723
  Cost of parking services.............       193,094       155,230      94,846     116,158     122,398
  General and administrative
     expenses..........................        32,453        23,506      13,528      13,017      12,121
  Restructuring and other special
     charges...........................         6,852        18,050          --          --          --
  Depreciation and amortization........         9,343         7,435       3,767       4,888       8,772
                                           ----------    ----------    --------    --------    --------
Operating income (loss)................         6,157        (8,704)      5,563       4,346         432
  Interest expense, net................        21,136        14,541       3,243       2,877       2,705
  Minority interest....................           468           487         321         424         604
  Income tax expense...................           752           430         140         106         240
  Extraordinary loss...................            --         2,816          --          --          --
                                           ----------    ----------    --------    --------    --------
  Net income (loss)....................    $  (16,199)   $  (26,978)   $  1,859    $    939    $ (3,117)
                                           ==========    ==========    ========    ========    ========
OTHER DATA:
  Gross customer collections...........    $1,369,319    $1,026,085    $476,183    $430,696    $408,952
  Capital expenditures.................        10,261         7,691       2,357       2,552       2,782
  Net cash provided by (used in):
     Operating activities..............       (17,709)      (16,381)        931       2,042       4,340
     Investing activities..............       (13,531)      (96,025)     (3,592)     (3,349)     (4,917)
     Financing activities..............        16,844       128,267       3,451       1,288       1,107
     Effect of exchange rate changes...           428            --          --          --          --
  Number of managed locations..........         1,446         1,165         378         207         227
  Number of leased locations...........           406           439         267         243         260
  Number of total locations............         1,852         1,604         645         450         487
  Number of parking spaces.............     1,012,000       794,000     273,000     225,000     226,000
BALANCE SHEET DATA (AT END OF YEAR):
  Cash and cash equivalents............    $    5,215    $   19,183    $  3,322    $  2,532    $  2,551
  Working capital (deficiency).........       (12,180)       (9,119)    (17,059)    (19,455)    (20,990)
          Total assets.................       213,270       212,657      59,095      52,823      51,605
          Total debt...................       216,749       193,605      38,283      32,795      30,461
  Redeemable preferred stock...........        31,924            --       8,728       7,841       7,045
  Common stock of subsidiary subject to
     Put/call rights...................         4,589         4,589          --          --          --
  Stockholders' deficit................      (111,535)      (59,020)    (22,259)    (23,231)    (23,374)
</TABLE>

---------------

(1) Includes the results of Standard Parking effective March 30, 1998.

                                       11
<PAGE>   12

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following discussion of AP Holdings' results of operations should be
read in conjunction with the consolidated financial statements of AP Holdings
and the notes thereto included elsewhere herein.

OVERVIEW

     APCOA/Standard operates facilities under two types of arrangements:
management contracts and leases. Under a management contract, APCOA/Standard
typically receives a base monthly fee for managing the property, and may also
receive an incentive fee based on the achievement of facility revenues above a
base amount. In some instances, APCOA/Standard also receives certain fees for
ancillary services. Typically, all of the underlying revenues, expenses and
capital expenditures under a management contract flow through to the property
owner, not to APCOA/Standard. Under lease arrangements, APCOA/Standard generally
pays to the property owner either a fixed annual rental, a percentage of gross
customer collections or a combination thereof. APCOA/Standard collects all
revenues under lease arrangements and is responsible for most operating
expenses, but it is typically not responsible for major maintenance or capital
expenditures. As of December 31, 1999, the Company operated approximately 78% of
its 1,852 parking facilities under management contracts and approximately 22%
under leases.

     Parking services revenue -- leases. Lease parking services revenues consist
of all revenues received at a leased facility.

     Parking services revenue -- management contracts. Management contract
revenues consist of management fees, including both fixed and revenue-based, and
fees for ancillary services such as accounting, equipment leasing, consulting,
and other value-added services with respect to managed locations, but exclude
gross customer collections at such locations. Management contracts generally
provide APCOA/Standard a management fee regardless of the operating performance
of the underlying facility.

     Cost of parking services -- leases. Cost of parking services under lease
arrangements consist of (i) contractual rental fees paid to the facility owner
and (ii) all operating expenses incurred in connection with operating the leased
facility. Contractual fees paid to the facility owner are based on either a
fixed contractual amount or a percentage of gross revenue, or a combination
thereof. Generally under a lease arrangement, APCOA/Standard is not responsible
for major capital expenditures or property taxes.

     Cost of parking services -- management contracts. Cost of parking services
under management contracts is generally passed through to the facility owner,
therefore these costs are not included in the results of operations of the
Company. Several APCOA/Standard contracts, however, require APCOA/Standard to
pay for certain costs that are offset by larger management fees. These contracts
tend to be large airport properties with high cost structures.

     General and administrative expenses. General and administrative expenses
include primarily salaries, wages, travel and office related expenses for the
headquarters, field offices and supervisory employees.

                                       12
<PAGE>   13

SUMMARY OF OPERATING FACILITIES

     The following table reflects the Company's facilities at the end of the
periods indicated taking into consideration the combination with Standard on a
pro forma basis:

<TABLE>
<CAPTION>
                                                            DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                                1999            1998            1997
                                                            ------------    ------------    ------------
                                                                                            (PRO FORMA)
<S>                                                         <C>             <C>             <C>
Managed Facilities......................................       1,446           1,165            691
Leased Facilities.......................................         406             439            306
                                                               -----           -----            ---
Total Facilities........................................       1,852           1,604            997
                                                               =====           =====            ===
</TABLE>

     The Company's strategy is to add locations in core cities where a
concentration of locations improves customer service levels and operating
margins. In general, contracts added as set forth in the table above followed
this strategy.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,
                                                               ------------------------------------
                                                                  1999          1998         1997
                                                                  ----          ----         ----
                                                                          (IN THOUSANDS)
<S>                                                            <C>           <C>           <C>
Gross customer collections.................................    $1,369,319    $1,026,085    $476,183
                                                               ==========    ==========    ========
Parking services revenue:
  Lease contracts..........................................    $  196,441    $  162,568    $ 99,594
  Management contracts.....................................        51,458        32,949      18,110
                                                               ----------    ----------    --------
                                                                  247,899       195,517     117,704
Cost of parking services:
  Lease contracts..........................................       172,217       144,086      85,355
  Management contracts.....................................        20,877        11,144       9,491
                                                               ----------    ----------    --------
                                                                  193,094       155,230      94,846
General and administrative expenses........................        32,453        23,506      13,528
Restructuring and other special charges....................         6,852        18,050          --
Depreciation and amortization..............................         9,343         7,435       3,767
                                                               ----------    ----------    --------
Operating (loss) income....................................         6,157        (8,704)      5,563
Interest expense, net......................................        21,136        14,541       3,243
Minority interest..........................................           468           487         321
Income tax expense.........................................           752           430         140
Extraordinary loss.........................................            --         2,816          --
                                                               ----------    ----------    --------
Net (loss) income..........................................    $  (16,199)   $  (26,978)   $  1,859
                                                               ==========    ==========    ========
</TABLE>

     In analyzing gross margins of APCOA/Standard, it should be noted that the
cost of parking services for parking facilities under management contracts is
generally paid by the Company's clients. Margins for lease contracts vary
significantly not only due to operating performance, but also variability of
parking rates in different cities and space utilization by parking facility type
and location.

                                       13
<PAGE>   14

FISCAL 1999 COMPARED TO FISCAL 1998

     Gross Customer Collections. Gross customer collections consist of gross
receipts collected at all leased and managed properties, including
unconsolidated affiliates. Gross customer collections increased $343.2 million,
or 33.4%, to $1,369.3 million in fiscal 1999, compared to $1,026.1 million in
fiscal 1998. This increase is attributable $120.9 million to the combination
with Standard and $222.3 million to the addition of other locations during the
period and growth at existing locations.

     Parking services revenue -- leases. Lease revenue increased $33.8 million,
or 20.8%, to $196.4 million in the year ended December 31, 1999 as compared to
$162.6 million in the year-ago period. This resulted from the net addition of 39
leases through the combination with Standard and a net loss of 72 leases that
were converted to management contracts or lost.

     Parking services revenue -- management contracts. Management contract
revenue increased $18.6 million, or 56.2% to $51.5 million in 1999 as compared
to $32.9 million in 1998. During 1999, a net 281 management contracts were added
through internal growth and acquisitions.

     Cost of parking services -- leases. Cost of parking for leases increased
$28.1 million, or 19.5% to $172.2 million for the year ended December 31, 1999
from $144.1 million during the year-ago period. This increase resulted from the
addition of 39 leases through the combination with Standard and a net reduction
of 72 leases through conversion to management contracts and lost contracts.
Gross margin for leases increased to 12.3% during 1999 compared to 11.4% during
1998. This increase resulted from improvement in operations, conversion of
leases to management contracts and the termination of marginal contracts.

     Cost of parking services -- management contracts. Cost of parking for
management contracts increased $9.7 million, or 87.3% to $20.8 million in 1999
as compared to $11.1 million in 1998. This increase resulted from the net
addition in 1999 of 281 management contracts through internal growth and
acquisitions made in 1999. Gross margin for management contracts declined to
59.4% in the current year compared to 66.2% in the prior year. Most management
contracts have no cost of parking services related to them as all costs are
reimbursable to the Company. However, several contracts (primarily large airport
properties and several urban locations), require the Company to pay for certain
costs which are offset by larger management fees. The increase in cost of
parking management contracts was related to the addition of several contracts of
this type.

     General and administrative expenses. General and administrative costs
increased $8.9 million, or 38.1%, to $32.4 million during 1999 as compared to
$23.5 million during 1998. The increase resulted from costs associated with the
acquired companies, inflation, and investment in the Company's infrastructure in
anticipation of future growth.

     Restructuring and other special charges. AP Holdings and the Company
incurred $6.8 million of restructuring and other special charges during 1999.
The charge included (A) $1.6 million of severance costs, (B) $3.1 million of
integration costs related primarily to actions to facilitate the accounting
system consolidation and activities to realign and centralize administrative and
other support functions, (C) $2.1 million of expenses incurred for acquisition
activity that was terminated including the cost of a former APCOA/Standard
executive. The Company may incur additional restructuring charges in the future
related to its acquisition strategy. The Company incurred $18.1 million of
restructuring and other special charges during 1998 in connection with the
combination with Standard and the other acquisitions completed during 1998,
which were based upon a thorough analysis of the costs associated with
implementing the business plan of consolidating the Company's headquarters in
Chicago and costs related to APCOA/Standard staff reductions. The charge
included (A) $5.0 million of relocation costs in connection with the
headquarters relocation of the Company, the relocation of two major field
offices, moving the families of 20 Cleveland headquarters staff members to
Chicago and other relocations within the field organization, (B) $6.9 million in
severance costs consisting of cash compensation to 54 people and (C) the
write-off of $2.6 million related to abandoned and impaired assets that will no
longer be used in the business, (D) a $2.6 million increase in insurance
reserves resulting from a buyout of APCOA's insurance program in connection with
the combination of the APCOA and Standard insurance programs and (E) $1.0
million of other restructuring costs.

                                       14
<PAGE>   15

     Other income and expense. Interest expense, net of interest income, totaled
$21.1 million in the current year, up $6.6 million from 1998. This is the result
of debt financing incurred in connection with the combination with Standard and
other acquisitions and increased borrowings under the Company's Senior Credit
Facility. Minority interest was $0.5 for both years. Income taxes consist
primarily of Canadian income tax, and increased to $0.8 million in 1999 from
$0.4 million in 1998 as a result of the increase in Canadian income.

FISCAL 1998 COMPARED TO FISCAL 1997

     Gross Customer Collections. Gross customer collections consist of gross
receipts collected at all leased and managed properties, including
unconsolidated affiliates. Gross customer collections increased $549.9 million,
or 115.5%, to $1,026.1 million in fiscal 1998 compared to $476.2 million in
fiscal 1997. This increase is attributable $417.4 million to the combination
with Standard and $132.5 million to the addition of other locations during the
period.

     Parking services revenue -- leases. Lease revenue increased $63.0 million,
or 63.2%, to $162.6 million in the year ended December 31, 1998 as compared to
$99.6 million in the year-ago period. This resulted from the net addition of 30
leases through internal growth, and the net addition of 149 leases through the
combination with Standard and the other acquisitions completed in 1998 (see Note
B of the Notes to Consolidated Financial Statements).

     Parking services revenue -- management contracts. Management contract
revenue increased $14.8 million, or 81.9%, to $32.9 million in 1998 as compared
to $18.1 million in 1997. During 1998, a net 228 management contracts were added
through internal growth and 584 were added as a result of the combination with
Standard and the other 1998 acquisitions.

     Cost of parking services -- leases. Cost of parking for leases increased
$58.7 million, or 68.8%, to $144.1 million for the year ended December 31, 1998
from $85.4 million during the year-ago period. This increase resulted from the
addition of a net total of 179 new leases through internal growth and
acquisitions. Acquisition-related cost savings of $0.2 million were realized
during 1998. Gross margin for leases declined to 11.4% during 1998 compared to
14.3% during 1997. This decline resulted from the average gross margin on
acquired leases from the Standard and other 1998 acquisitions being
approximately 10%, which reduced the average lease gross margin.

     Cost of parking services -- management contracts. Cost of parking for
management contracts increased by $1.6 million, or 17.4%, to $11.1 million in
1998 as compared to $9.5 million in 1997. Partially offsetting this increase
were acquisition-related cost savings of $0.7 million. Gross margin for
management contracts, however, improved to 66.2% in the current year compared to
47.6% in the prior year. This improvement results from the relative mix of
locations that were added compared to those already in the contract portfolio.
The locations added during 1998 for the most part do not carry any cost of
parking since all of these costs are paid by the clients. Some of the older
management contracts do carry some costs.

     General and administrative expenses. General and administrative costs
increased $10.0 million, or 73.8%, to $23.5 million during 1998 as compared to
$13.5 million during 1997. This increase resulted from costs associated with the
acquired companies, inflation, and investment in the Company's infrastructure in
anticipation of future growth. Partially offsetting these increases were
acquisition-related cost savings of $1.2 million realized during 1998.

     Restructuring and other special charges. The Company incurred $18.1 million
of Restructuring and other special charges during 1998 in connection with the
combination with Standard and the other acquisitions completed during 1998,
which were based upon a thorough analysis of the costs associated with
implementing the business plan of consolidating the Company's headquarters in
Chicago and costs related to APCOA/ Standard staff reductions. The charge
included (A) $5.0 million of relocation costs in connection with the
headquarters relocation of the Company, the relocation of two major field
offices, moving the families of 20 Cleveland headquarters staff members to
Chicago and other relocations within the field organization, (B) $6.9 million in
severance costs consisting of cash compensation to 54 people, (C) the write-off
of

                                       15
<PAGE>   16

$2.6 million related to abandoned and impaired assets that will no longer be
used in the business, (D) a $2.6 million increase in insurance reserves
resulting from a buyout of APCOA's insurance program in connection with the
combination of the APCOA and Standard insurance programs and (E) $1.0 million of
other restructuring costs. Of the $15.5 million cash component of this
restructuring charge, $9.9 million had been disbursed through December 31, 1998.

     Other income and expenses. Interest expense, net of interest income,
totaled $14.5 million in 1998, up $11.3 million from 1997. This is a result of
debt financing incurred in connection with the combination with Standard and
other acquisitions. In connection with the debt refinancing, an extraordinary
loss was recognized in the first quarter of 1998 of $2.8 million. This loss is
comprised of $2.1 million from a prepayment penalty for early extinguishment of
debt and $0.7 million from a write-off of the unamortized balance of deferred
financing costs associated with the extinguished debt. Minority interest for the
current year totaled $0.5 million, compared to $0.3 million for 1997, which is
reflective of increasing joint venture income. Income taxes consist primarily of
Canadian income tax, and have increased to $0.4 million from $0.1 million as a
result of increasing Canadian income.

COMPARISON OF RESULTS OF OPERATIONS ON A COMBINED BASIS

     The following supplementary information is provided to enhance the analysis
of results of operations. The results presented below represent the combined
historical results of APCOA and Standard for the periods presented, without pro
forma adjustments for the impact of the acquisition of Standard. These combined
results do not purport to represent what the actual results would have been if
the acquisition had occurred at the beginning of 1998.

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                                ------------------------
                                                                   1999          1998
                                                                   ----          ----
                                                                     (IN THOUSANDS)
<S>                                                             <C>           <C>
Gross customer collections..................................    $1,369,319    $1,103,000
                                                                ==========    ==========
Parking services revenue:
  Lease contracts...........................................    $  196,441    $  174,613
  Management contracts......................................        51,458        35,463
                                                                ----------    ----------
                                                                   247,899       210,076
Cost of parking services:
  Lease contracts...........................................       172,217       155,275
  Management contracts......................................        20,877        11,144
                                                                ----------    ----------
                                                                   193,094       166,419
General and administrative expenses.........................        32,453        25,524
                                                                ----------    ----------
Operating income before depreciation, amortization and
  restructuring and other special charges...................    $   22,352    $   18,133
                                                                ==========    ==========
</TABLE>

FISCAL 1999 COMPARED TO FISCAL 1998

     Gross customer collections. Gross customer collections increased $266.3
million, or 24.1% to $1,369.3 in 1999 as compared to $1,103.0 in 1998. This
resulted from the net addition of 248 new contracts during 1999.

     Parking services revenue -- leases. Lease revenue increased $21.8 million,
or 12.5%, to $196.4 million in the year ended December 31, 1999 as compared to
$174.6 million in the year-ago period. This resulted from the acquisitions made
in 1998 and 1999 which was partially offset by a net reduction of 33 leases in
1999, many of which were converted to management contracts.

                                       16
<PAGE>   17

     Parking services revenue -- management contracts. Management contract
revenue increased $16.0 million, or 45.1%, to $51.5 million in 1999 as compared
to $35.5 million in 1998. During 1999, a net 281 management contracts were added
through internal growth and acquisitions made in 1999.

     Cost of parking services -- leases. Cost of parking for leases increased
$16.9 million, or 10.9% to $172.2 million for the year ended December 31, 1999
from $155.3 million during the year-ago period. This increase resulted from
acquisitions made in 1998 and 1999. Gross margin for leases increased to 12.3%
during 1999 compared to 11.1% during 1998. This increase resulted from
improvement in operations, conversion of leases to management contracts and the
loss of marginal contracts.

     Cost of parking services -- management services. Cost of parking for
management contracts increased by $9.7 million, or 87.3%, to $20.8 million in
1999 as compared to $11.1 million in 1998. This increase resulted from the net
addition of 281 management contracts through internal growth and acquisitions
made in 1999. Gross margin for management contracts declined to 59.4% in the
current year compared to 68.6% in the prior year. Most management contracts have
no cost of parking services related to them as all costs are reimbursable to the
Company. However, several contracts (primarily large airport properties and
several urban locations), require the Company to pay for certain costs which are
offset by larger management fees. The increase in cost of parking management
contracts was related to the addition of several contracts of this type.

     General and administrative expenses. General and administrative costs
increased $6.9 million, or 27.1% to $32.4 million during 1999 as compared to
$25.5 million during 1998. This increase resulted from costs associated with the
acquired companies, inflation, and investment in the Company's infrastructure in
anticipation of future growth.

LIQUIDITY AND CAPITAL RESOURCES

     As a result of day-to-day activity at the parking locations, APCOA/Standard
collects significant amounts of cash. Under lease contracts, this revenue is
deposited into local APCOA/Standard bank accounts, with a portion remitted to
the clients in the form of rental payments according to the terms of the leases.
Under management contracts, some clients require APCOA/Standard to deposit the
daily receipts into a local APCOA/Standard bank account. Others require the
deposit into a client account, and some have a segregated account for the
receipts and disbursements of the property.

     Locations with revenues deposited into the APCOA/Standard banks enable the
Company to operate with a negative working capital. This negative working
capital arises from the liability that is created for the amount of revenue that
will be remitted to the clients in the form of rents or net profit distributions
subsequent to month end, after the books are closed and reconciled. Since the
Company operates with a revolving Senior Credit Facility, all funds held for
future remittance to the clients are used to reduce the credit line until the
payments are made to the clients.

     Locations with revenues deposited into client accounts or segregated
accounts can, depending upon timing of rent or net profit distributions, result
in significant amounts of cash being temporarily inaccessible to the Company for
use for operating needs. Additionally, the ability to utilize cash deposited
into local APCOA/Standard accounts is dependent upon the movement of that cash
into the Company's corporate account. For these reasons, the Company from time
to time carries significant cash balances, while utilizing its Senior Credit
Facility.

FISCAL 1999 COMPARED TO FISCAL 1998

     AP Holdings had cash and cash equivalents of $5.2 million at December 31,
1999 compared to $19.2 million at December 31, 1998.

     Net cash used in operating activities totaled $17.7 million for 1999
compared to cash used of $16.4 million for 1998. Cash used during 1999 included
$8.9 million of cash for restructuring and other special charges, $5.6 million
for the purchase of an insurance tail policy to cover claims for all years prior
to 1999 under APCOA's previous insurance program, and $2.2 million to affiliated
companies. Notes and accounts receivable increased $11.9 million in 1999
relating to acquired contracts and existing locations and were
                                       17
<PAGE>   18

partially offset by increases in accounts payable of $6.8 million and decreases
in prepaid and other assets of $1.1 million and $2.4 million, respectively.

     Cash used in investing activities totaled $13.5 million in 1999 compared to
$96.0 million in 1998. Cash used included the acquisitions of the assets of
Pacific Rim in Los Angeles for $0.8 million, various contracts of System Parking
in Atlanta for $0.3, the outstanding stock of Universal Park Holdings, Inc. in
Vancouver B.C. for $1.6 million and the buy-out of a lease in Los Angeles for
$0.4 million. In addition, cash used in investing activities included capital
expenditures of $10.3 million which were used for the investment in information
system enhancements, furnishing and improvement of the Company's combined office
space in Chicago, and capital investments to secure and/or extend leased
facilities.

     Cash generated from financing activities totaled $16.8 million compared to
$128.3 million in 1998. The 1999 activity included $18.1 million in borrowings
from the revolving Senior Credit Facility and $1.3 million in joint venture
borrowings which was partially offset by repayments on long term borrowings and
joint venture borrowings of $2.2 million. In addition, the Company incurred
additional debt issuance costs of $0.3 million in connection with amendments to
the Company's Senior Credit Facility.

FISCAL 1998 COMPARED TO FISCAL 1997

     AP Holdings had cash and cash equivalents of $19.2 million at December 31,
1998 compared to $3.3 million at December 31, 1997.

     Net cash used in operating activities totaled $16.4 million for 1998
compared to cash provided of $0.9 million for 1997. Cash used during 1998
included $9.9 million of cash restructuring charges and increases in accounts
receivable relating to acquired contracts and existing locations of $14.1
million, partially offset by increases in accrued liabilities of $18.8 million.
This increase in accrued liabilities was driven primarily by increases in
accrued payroll and related taxes in keeping with the Company's growth, and
increased insurance reserves in connection with the buyout of APCOA's insurance
program, which was completed in January of 1999.

     Cash used in investing activities totaled $96.0 million in 1998 compared to
$3.6 million in 1997. The change was a result of the acquisitions of Standard
and Dixie Parking by the Company in the first quarter of 1998, the acquisitions
of Executive Parking and Century Parking and Sentry Parking in the second
quarter, and the acquisition of Virginia Parking Service in the third quarter of
1998. In addition, the Company had $7.7 million of capital purchases in 1998.
Significant capital purchases included the furnishing and improvement of the
Company's combined office space in Chicago, investment in management information
system enhancements, and capital investments on leased facilities. On August 4,
1998, AP Holdings repurchased 10% of its common stock outstanding and all
warrants to purchase additional common stock held by Delaware North Companies
Incorporated ("Delaware North") for $4.0 million in cash. This transaction was
entered into pursuant to a put/call contained in the Stockholders' Agreement
dated April 1989. The repurchase was funded by an intercompany loan from the
Company.

     Cash generated from financing activities totaled $128.3 million in 1998
compared to $3.5 million in 1997. The 1998 activity included $140.0 million of
proceeds from the issuance of debt, $40.7 million of proceeds from the issuance
of preferred stock, $32.3 million in debt repayments and $8.0 million for the
redemption of preferred stock. These transactions were consummated in connection
with the combination with Standard and other acquisitions.

OTHER LIQUIDITY AND CAPITAL RESOURCES INFORMATION

     The Company's Senior Credit Facility ("the Facility) provides for
borrowings up to $40 million at variable rates based, at the Company's option,
either on LIBOR, the overnight federal funds rate, or the bank's base rate. From
time to time the company utilizes the Facility to provide readily-accessible
cash for working capital purposes. The Facility includes covenants that limit
the Company from incurring additional indebtedness, issuing preferred stock or
paying dividends, and contains certain other restrictions. At December 31, 1999,
the Company had $1.3 million of letters of credit outstanding under the
Facility. As of

                                       18
<PAGE>   19

December 31, 1999, the Company was in compliance with the covenants contained in
the Senior Credit Facility or has obtained the necessary waivers on or before
March 30, 2000. The Facility was amended on March 30, 2000, with the principle
changes to the agreement providing for revisions to interest rates charged on
borrowings and certain financial covenants.

     The Company's primary capital requirements are for working capital, capital
expenditures and debt service. The Company believes that cash flow from
operating activities, cash and cash equivalents and borrowings under the Senior
Credit Facility will be adequate to meet the Company's short-term liquidity
requirements prior to the maturity of its long-term indebtedness, although no
assurance can be provided in this regard.

     The Company has lease commitments of $24.6 million for fiscal 2000. The
leased properties generate sufficient cash flow to meet the base rent payments.

     If the Company identifies investment opportunities requiring cash in excess
of the Company's cash flows and existing cash, the Company may borrow under the
Senior Credit Facility, or may seek additional sources of capital including the
sale or issuance of common stock. From time to time the Company utilizes the
Facility to provide readily-accessible cash for working capital purposes. The
Company has begun to streamline its cash management and receivables collection
process by standardizing the procedures used by all acquired companies.
Management anticipates that this process will provide substantial additional
liquidity in 2000 and thus partially reduce reliance upon the Senior Credit
Facility as a working capital resource. The Company has in the past utilized
non-recourse financing to fund specific projects.

     In January 1999, the Company completed the combination of the insurance
programs of APCOA and Standard into one program. In conjunction therewith, the
Company purchased an insurance policy to cover amounts previously self-insured
by APCOA and its affiliates. The APCOA insurance program had historically
included a self-insured retention component, which required the establishment of
reserves to reflect the estimated final settlement value of open claims. The
purchase of a tail policy to eliminate future exposure from retrospective
adjustments resulted in a use of cash of $5.6 million in January of 1999, $2.6
million of which was included in restructuring and other unusual charges. This
transaction provided an offsetting increase in availability of funds by allowing
the elimination of letters of credit in the amount of $4.7 million.

     The Company has in the past and expects in the future to pursue a strategy
of growth through acquisition. In addition to the Standard acquisition, on
January 22, 1998, the Company acquired the assets of Huger Parking Company, LLC,
d/b/a Dixie Parking, for $1.0 million in cash and notes aggregating $3.25
million. On May 1, 1998, the Company acquired the remaining 76% interest in
Executive Parking Industries, LLC, through acquisition of its parent company for
$7.0 million in cash. On June 1, 1998, the Company completed the acquisition of
Century Parking and Sentry Parking for consideration consisting of $5.2 million
in cash at closing and $1.0 million payable on the third anniversary of the
closing date. In addition, on September 1, 1998 the Company acquired the capital
stock of Virginia Parking Services, Inc. for $2.7 million in cash including
direct costs, and up to $1.25 million in notes. On April 1, 1999, the Company
acquired the assets of Pacific Rim Parking, Inc. ("Pacific Rim") in Los Angeles
for $.75 million in cash and up to $.75 million in non-interest bearing notes
payable over five years. On May 1, 1999 the Company acquired various contracts
of System Parking Inc. in Atlanta for $.25 million in cash. Effective as of July
1, 1999 the Company acquired all of the outstanding stock of Universal Park
Holdings, Inc., operating under the names U-Park and Select Valet Parking, in
Vancouver B.C. for Canadian $1.61 million plus a multiple of EBITDA on a future
earnout as defined in the agreement. All of the acquisitions have been accounted
for under the purchase method and their operating results have been included in
the consolidated results since their respective date of acquisition.

YEAR 2000

     In prior years, the Company discussed the nature and progress of its plans
to become Year 2000 ready. In late 1999, the Company completed its remediation
and testing of systems. As a result of those planning and implementation
efforts, the Company experienced no significant disruptions in mission critical
information technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The Company is not
aware of any material problems resulting from Year 2000 issues,
                                       19
<PAGE>   20

with its products, its internal systems, or the products and services of third
parties. The Company will continue to monitor its mission critical computer
applications and those of its suppliers and vendors throughout the year 2000 to
ensure that any latent Year 2000 matters that may arise are addressed promptly.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company's primary market risk exposure consists of risk related to
changes in interest rates. Historically, the Company has not used derivative
financial instruments for speculative or trading purposes.

     The Company entered into a $40 million revolving variable rate Senior
Credit Facility (see Note D of the Notes to the Consolidated Financial
Statements). Interest expense on such borrowing is sensitive to changes in the
market rate of interest. If the Company were to borrow the entire $40 million
available under the Facility, a 1% increase in the average market rate would
result in an increase in the Company's annual interest expense of $0.4 million.

     This amount is determined by considering the impact of the hypothetical
interest rates on the Company's borrowing cost, but does not consider the
effects of the reduced level of overall economic activity that could exist in
such an environment. Due to the uncertainty of the specific changes and their
possible effects, the foregoing sensitivity analysis assumes no changes in the
Company's financial structure.

     AP Holdings' parent company is Holberg Industries, Inc. ("Holberg"); a
privately held diversified service company located in Greenwich, Connecticut.
Holberg also owns AmeriServe Food Distribution, Inc. ("AmeriServe"), one of the
nation's largest food service distributors servicing quick-service and casual
dining restaurants in the United States, Canada and Mexico. AmeriServe filed for
bankruptcy protection under Chapter 11 of the Bankruptcy Code on January 31,
2000.

     AP Holdings and AmeriServe are separate and distinct companies with
independent sources of funding. However, the AmeriServe Chapter 11 filing is a
default under certain debt instruments of Holberg. As a result of such defaults,
the creditors of Holberg could take control of Holberg or its subsidiary, AP
Holdings, Inc. ("Holdings"). A change in control of Holberg or Holdings would
also constitute a change in control of APCOA under the APCOA/Standard debt
instruments and of Holdings under its bond indenture. In the event of such a
change in control of APCOA/Standard of Holdings, the terms of APCOA/Standard's
senior bank credit facility and subordinated bond indenture and of Holdings'
bond indenture permit the APCOA/Standard and Holdings creditors, if they believe
it were in their interest to do so, to call for immediate payment under such
instruments, and APCOA/Standard's or Holdings' failure to pay on such terms
would constitute a default thereunder. Holberg and its creditors are negotiating
to restructure the debt and eliminate the defaults created as a result of the
AmeriServe Chapter 11 filing. Although Holberg currently expects to complete the
restructuring of the debt, and further currently expects that its creditors will
not in any event seek to obtain control of Holberg, there can be no assurance
that Holberg will be successful in restructuring its debt and eliminating the
existing defaults, or that Holberg's creditors will not seek to obtain control
of Holberg, and should APCOA/Standard's or Holdings' indebtedness be accelerated
as a result of any action by Holberg's creditors, there is no assurance that
APCOA/Standard or Holdings would have sufficient funds to satisfy such
obligations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements required by this Item are attached to and are
hereby incorporated into this Report.

                                       20
<PAGE>   21

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None.

ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS

AP HOLDINGS

     The following table sets forth certain information with respect to each
person who is an executive officer or director of AP Holdings, as indicated
below:

<TABLE>
<CAPTION>
                          NAME                               AGE                 TITLE
                          ----                               ---                 -----
<S>                                                          <C>    <C>
John V. Holten...........................................    43     Director and Chairman
G. Walter Stuelpe, Jr....................................    55     Director
Gunnar E. Klintberg......................................    51     Director and Assistant Secretary
A. Petter Ostberg........................................    38     Vice President
Michael J. Celebrezze....................................    43     Treasurer
Robert N. Sacks..........................................    47     Secretary
</TABLE>

     John V. Holten. Mr. Holten has served as Chairman and Chief Executive
Officer of Holberg since its inception in 1986, and as a Director and Chairman
of APCOA since 1989. Mr. Holten was Managing Director of DnC Capital
Corporation, a merchant banking firm in New York City, from 1984 to 1986. Mr.
Holten received his M.B.A. from Harvard University in 1982 and he graduated from
the Norwegian School of Economics and Business Administration in 1980.

     G. Walter Stuelpe, Jr. Mr. Stuelpe has been associated with APCOA for over
25 years, serving as its President from 1986 to February 1, 2000. Mr. Stuelpe
was elected to APCOA's Board in 1986 and continues to serve on the Company's
Board of Directors. His prior executive positions have included sales and
marketing, corporate development and strategic planning, as well as having
headed up different operational divisions in a variety of cities in the United
States and Europe. Mr. Stuelpe is an alumnus of Indiana University, class of
1967. Mr. Stuelpe has since participated in numerous executive programs
specifically designed to address managing business change and growth. He has
also had an active leadership role in industry-related associations, having
served as president, chairman and now as a member of the Board of the National
Parking Association as well as the International Parking Institute, and is a
full member of the Urban Land Institute.

     Gunnar E. Klintberg. Mr. Klintberg has served as Vice Chairman of Holberg
since its inception in 1986, and as a Director of APCOA since 1989. Mr.
Klintberg was a Managing Partner of DnC Capital Corporation, a merchant banking
firm in New York City, from 1983 to 1986. From 1975 to 1983, Mr. Klintberg held
various management positions with the Axel Johnson Group, headquartered in
Stockholm, Sweden. Mr. Klintberg headed up the Axel Johnson Group's headquarters
in Moscow from 1976 to 1979 and served as assistant to the President of Axel
Johnson Group's operation in the U.S., headquartered in New York City, from 1979
to 1983. Mr. Klintberg received his undergraduate degree from Dartmouth College
in 1972 and a degree in Business Administration and Economics from the
University of Uppsala, Sweden in 1974.

     A. Petter Ostberg. Mr. Ostberg joined Holberg in 1994 and was appointed
Senior Vice President and Chief Financial Officer of Holberg in 1997. Mr.
Ostberg is currently a Vice President of APCOA/Standard. From 1990 to 1994 he
held various financial positions with New York Cruise Lines, Inc.

     Michael J. Celebrezze. Mr. Celebrezze joined APCOA in 1984 as Manager,
Treasury and Financial Planning. Since then he has held the positions of Vice
President, Controller, Senior Vice President, Chief Financial Officer and
Treasurer, since the Combination, Mr. Celebrezze has served as Executive Vice
President, Chief Financial Officer and Treasurer of the Company. His
responsibilities include the operations of accounting, tax, corporate security,
finance and banking. Mr. Celebrezze graduated cum laude from Kent

                                       21
<PAGE>   22

State University with a Degree in Business Administration, majoring in
Accounting, and he subsequently earned a Masters in Business Administration from
John Carroll University. He is a Certified Public Accountant in the State of
Ohio.

     Robert N. Sacks. Mr. Sacks joined APCOA in 1988, serving as General Counsel
and Secretary since 1988, serving as Vice President, Secretary, and General
Counsel since 1989 and serving as Senior Vice President, Secretary and General
Counsel since 1997 and as Executive Vice President since 1998. Mr. Sacks has
overall responsibility for the Legal Department, which includes negotiation,
documentation and approval of parking and corporate contracts, financing
documentation and coordination of outside counsel. In his position, Mr. Sacks is
also responsible for maintaining field compliance with corporate legal and
financial policies. Mr. Sacks received his B.A. Degree, cum laude, from
Northwestern University in 1976 and, in 1979, received his J.D. Degree from
Suffolk University. Mr. Sacks has spoken on legal issues concerning the parking
industry at the National Parking Association National Convention and the
Institutional and Municipal Parking Congress.

THE COMPANY

     The following table sets forth certain information with respect to each
person who is an executive officer or director of the Company:

<TABLE>
<CAPTION>
                NAME                     AGE                             TITLE
                ----                     ---                             -----
<S>                                      <C>    <C>
John V. Holten.......................    43     Director and Chairman
Myron C. Warshauer...................    60     Director, President and Chief Executive Officer
James A. Wilhelm.....................    46     Senior Executive Vice President, Chief Operations
                                                Officer
Herbert W. Anderson, Jr..............    41     Executive Vice President, Operations
Michael J. Celebrezze................    43     Executive Vice President, Chief Financial Officer, and
                                                Treasurer
Robert N. Sacks......................    47     Executive Vice President, General Counsel and Secretary
Douglas R. Warshauer.................    32     Executive Vice President, Marketing/Business Development
Steven A. Warshauer..................    45     Executive Vice President, Operations
Michael K. Wolf......................    50     Executive Vice President, Chief Administrative Officer
                                                and Associate General Counsel
Gunnar E. Klintberg..................    51     Director and Vice President
Patrick J. Meara.....................    37     Director
A. Petter Ostberg....................    38     Vice President
G. Walter Stuelpe, Jr................    55     Director
</TABLE>

     Myron C. Warshauer. Mr. Warshauer has served as a Director and as the Chief
Executive Officer of the Company since the consummation of the Combination. Mr.
Warshauer served as President and Chief Executive Officer of Standard from 1973
and, prior to such time, was associated with Standard since 1963. Since February
1, 2000, Mr. Warshauer has served as President and Chief Executive Officer of
the Company. Mr. Warshauer received his B.S. Degree in Finance from the
University of Illinois in 1962, and received a Masters Degree in Business
Administration from Northwestern University in 1963.

     James A. Wilhelm. Mr. Wilhelm served as Executive Vice
President -- Operations of the Company since the consummation of the Combination
and has served the Company as Senior Executive Vice President and Chief
Operations Officer since September 1, 1999. Mr. Wilhelm joined Standard in 1985,
serving as Executive Vice President since January 1, 1998. Prior to the
consummation of the Combination, Mr. Wilhelm was responsible for managing
Standard's Midwest and Western Regions, which include parking facilities in
Chicago and sixteen other cities throughout the United States and Canada. Mr.
Wilhelm received his B.A. Degree from Northeastern Illinois University in 1976.
Mr. Wilhelm is a member of the National Parking Association and the
International Parking Institute.

                                       22
<PAGE>   23

     Herbert W. Anderson, Jr. Mr. Anderson has served as Executive Vice
President, Operations of the Company since the consummation of the Combination.
Mr. Anderson joined APCOA in 1994, and served as Corporate Vice
President -- Urban Properties since 1995. Mr. Anderson graduated from LaSalle
University and began his career in the parking industry in 1984. Mr. Anderson is
a member of the Board of the National Parking Association.

     Steven A. Warshauer. Mr. Warshauer has served as Executive Vice President,
Operations of the Company since the consummation of the Combination. Mr.
Warshauer joined Standard in 1982, initially servicing as Vice President, then
becoming Senior Vice President and, since January 1, 1998, serving as Executive
Vice President. Mr. Warshauer is a Certified Public Accountant and a member of
both the American Institute of Certified Public Accountants and the Illinois
Society of Certified Public Accountants. Mr. Warshauer received his Bachelor of
Science Degree from the University of Northern Colorado in 1976 with dual majors
in Accounting and Finance. Prior to joining Standard, he practiced with a
national accounting firm.

     Douglas R. Warshauer. Mr. Warshauer has served as Executive Vice President,
Marketing/Business Development of the company since the consummation of the
Combination. Mr. Warshauer joined Standard in 1994, initially serving as Vice
President. Upon receiving his Masters of Management Degree with distinction from
the J.L. Kellogg School of Management at Northwestern University, Mr. Warshauer
became Standard's Executive Vice President - Finance. Mr. Warshauer also holds a
Bachelors Degree with highest honors in Social Science from the University of
California at Berkeley.

     Michael K. Wolf. Mr. Wolf has served as Executive Vice President - Chief
Administrative Officer of the Company since the consummation of the Combination.
Mr. Wolf joined Standard as Senior Vice President and General Counsel in 1990,
after sixteen years in the private practice of law. Mr. Wolf was subsequently
appointed Executive Vice President of Standard. Prior to joining Standard, Mr.
Wolf was a partner of the international law firm of Jones, Day, Reavis & Pogue,
resident in the Chicago office, where his primary concentration was in the field
of real estate. Mr. Wolf received his B.A. Degree in 1971 from the University of
Pennsylvania, and in 1974 received his J.D. Degree from Washington University,
where he served as Notes and Commentseditor of the Washington University Law
Quarterly. Upon graduation from law school, Mr. Wolf was elected to the Order of
the Coif.

     Patrick J. Meara. Mr. Meara became a director of the Company upon
consummation of the Combination. Mr. Meara is a Senior Vice President of JMB
Realty Corporation, which held an interest in Standard prior to the Combination,
and acquired an interest in the Company as a result of the Combination.

                                       23
<PAGE>   24

ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth information for 1999, 1998 and 1997 with
regard to compensation for services rendered in all capacities. Information set
forth in the table reflects compensation earned by such individuals for services
with APCOA/Standard, APCOA, Standard or its respective subsidiaries.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                      FISCAL                            OTHER ANNUAL     ALL OTHER
NAME AND PRINCIPAL POSITION            YEAR     SALARY       BONUS      COMPENSATION    COMPENSATION
---------------------------           ------   ---------    --------    ------------    ------------
                                       ($)         $           $           ($)
<S>                                   <C>      <C>          <C>         <C>             <C>
Myron C. Warshauer..................   1999      601,615(1)       --       33,087(3)       53,265(4)
  Director and President,...........   1998      481,158(1)       --       24,041(3)       40,166(4)
  Chief Executive Officer...........   1997       98,265          --       41,229(3)       42,102(4)
G. Walter Stuelpe, Jr...............   1999      448,315(1)  287,200      189,057(5)       21,000(2)
  Director..........................   1998      426,901(1)  183,500      309,424(5)       16,145(2)
                                       1997      413,953(1)  216,600        8,111(5)       21,000(2)
Michael K. Wolf.....................   1999      378,284(1)   20,000           --          19,425(2)
  Executive Vice President, Chief...   1998      424,480(1)       --           --              --
  Administrative Officer and........   1997      376,400          --           --              --
     Associate General Counsel James   1999      311,685(1)   75,000           --          10,662(2)
       A. Wilhelm...................
  Senior Executive Vice                1998      306,846(1)       --           --              --
     President,.....................
     Chief Operations Officer.......   1997      202,519(1)  100,000           --              --
Steven A. Warshauer.................   1999      301,514(1)   50,000           --              --
  Executive Vice President -           1998      219,923(1)       --           --              --
     Operations.....................
                                       1997           --          --           --              --
</TABLE>

---------------

(1) The amount shown includes amounts contributed by the Company to its 401(k)
    plans under a contribution matching program.

(2) The amount shown reflects deposits made by APCOA/Standard on behalf of Named
    Executive Officers into a supplemental pension plan pursuant to which the
    Named Executive Officers will be entitled to monthly cash retirement and
    death benefit payments.

(3) The amount shown includes car allowances, club dues, health insurance
    premiums and legal fees related to estate planning.

(4) The amount shown reflects premiums paid by APCOA/Standard on behalf of Myron
    C. Warshauer for life insurance policies to which Mr. Warshauer is entitled
    to the cash surrender value.

(5) The amount shown includes car allowance, club dues, health and term life
    insurance premiums, and in 1998, amounts paid by the Company to Mr. Stuelpe
    in connection with his relocation to the Chicago area.

DIRECTOR COMPENSATION

     Directors of AP Holdings and Directors of the Company do not receive
compensation for serving on AP Holdings' and the Company's Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Company did not have a Compensation Committee in the year ended
December 31, 1999. The Company intends to form a Compensation Committee in 2000.
The members of such committee have not yet been determined. During 1999, no
executive officer of the Company served as a member of the Compensation
Committee of another entity.

                                       24
<PAGE>   25

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

     The Employment Agreement between the Company and Myron C. Warshauer (the
"Warshauer Employment Agreement") provides that Myron C. Warshauer serve as
Chief Executive Officer of the Company, and be appointed as a member of the
Board of Directors of the Company (the "Board") and each committee of the Board,
for a period beginning on the date of the consummation of the Combination and
ending on Myron C. Warshauer's 65th birthday (the "Employment Period"). Myron C.
Warshauer will receive during the Employment Period an annual base salary of
$600,000 ("Annual Base Salary"). The Warshauer Employment Agreement also
provides for certain perquisites.

     Under the Warshauer Employment Agreement, if Myron C. Warshauer's
employment were to be terminated by Myron C. Warshauer for Good Reason (as
defined below), or by the Company other than for Cause (as defined below), death
or Disability (as defined below), the Company would be obligated to (i) pay
Myron C. Warshauer a lump sum cash payment in an amount equal to the aggregate
Annual Base Salary that he would have received for the remainder of the
Employment Period, reduced to present value using as a discount rate the
"applicable federal rate," as defined in Section 1274(d) of the Internal Revenue
Code of 1986, as amended, and (ii) continue to provide for the same period
welfare benefits to Myron C. Warshauer and/or his family, at least as favorable
as those that would have been provided to them under the Warshauer Employment
Agreement if Myron C. Warshauer's employment had continued until the end of the
Employment Period, provided, however, that during any period when Myron C.
Warshauer is eligible to receive such benefits under another employer-provided
plan, such benefits provided by the Company may be made secondary to those
provided under such other plan. If Myron C. Warshauer's employment were to be
terminated by reason of his Disability during the Employment Period, the Company
would be obligated to pay Myron C. Warshauer, or his legal representative, as
applicable, the Annual Base Salary for the duration of the Employment Period in
effect at the time of the termination of employment.

     In addition to the above compensation and benefits, if Myron C. Warshauer's
employment were to be terminated for any reason other than by the Company for
Cause, the Company would be obligated, beginning on the date of such termination
in the case of a voluntary termination by Myron C. Warshauer, and beginning on
Myron C. Warshauer's 65th birthday in all other cases, and ending on the first
to occur of Myron C. Warshauer's 75th birthday and Myron C. Warshauer's death
(such ending date, the "Cutoff Date"), to (i) pay Myron C. Warshauer $200,000
annually, adjusted for inflation and (ii) provide Myron C. Warshauer with an
executive office and secretarial services. In consideration for such benefits,
Myron C. Warshauer is obligated to provide reasonable consulting services to the
Company from the date of termination of his employment through the Cutoff Date.

     As used in the Warshauer Employment Agreement: (i) "Cause" means (a)
illegal conduct, or gross misconduct, that results in material damage to the
business or reputation of the Company; or (b) any willful and continued failure
by Myron C. Warshauer to perform his duties under the Warshauer Employment
Agreement, (ii) "Disability" means that Myron C. Warshauer has been unable, for
a period of 180 consecutive days, or for periods aggregating 180 business days
in any period of twelve months, to perform a material portion of his duties
under the Warshauer Employment Agreement, as a result of physical or mental
illness or injury, and a physician selected by the Company has determined that
Myron C. Warshauer's incapacity is total and permanent, and (iii) "Good Reason"
means (a) the relocation of Myron C. Warshauer's principal place of business
outside of the central business district and northern suburbs of Chicago; (b) a
material reduction in Myron C. Warshauer's responsibilities; (c) the assignment
to Myron C. Warshauer of duties inconsistent with his position as set forth in
the Warshauer Employment Agreement; (d) a change in Myron C. Warshauer's title
from that required under the Warshauer Employment Agreement; (e) a removal of
Myron C. Warshauer from the Board or any committee thereof; (f) a requirement
that Myron C. Warshauer report to anyone other than the Chairman of the Board;
or (g) any material breach by the Company of any other term of the Warshauer
Employment Agreement.

     The Warshauer Employment Agreement also provides that during the period
beginning on the date of the consummation of the Combination and ending on Myron
C. Warshauer's 75th birthday (the "Noncompetition Period"), Myron C. Warshauer
shall not, without written consent of the Board, engage in or become

                                       25
<PAGE>   26

associated with any business or other endeavor that engages in construction,
ownership, leasing, design and/or management of parking lots, parking garages,
or other parking facilities or consulting with respect thereto, provided,
however, that Myron C. Warshauer may own or sell investments in certain parking
facilities ("Permitted Investments") during the Noncompetition Period, and may
own or sell any interest in any other real estate ("Other Real Estate") at any
time after the Employment Period for the remainder of the Noncompetition Period.
The Warshauer Employment Agreement provides that, if such Permitted Investment
or Other Real Estate includes a parking facility, Myron C. Warshauer shall
initiate negotiations, or, under certain circumstances, use reasonable and
good-faith efforts to cause such negotiations, with the Company in an attempt to
determine mutually agreeable terms pursuant to which the Company will manage or
lease the parking facility and, if such negotiations fail, that, under certain
circumstances, the Company shall have a right of first refusal with respect to
any management agreement or lease that may be negotiated with any independent
third party.

     Pursuant to the Warshauer Employment Agreement, the Company shall establish
a stock option or phantom stock option plan (the "Option Plan") providing for
grants of actual or phantom options with respect to the common stock of the
Company ("Company Common Stock"), under which Myron C. Warshauer will be granted
options to purchase a number of shares of the Company Common Stock equal to 1%
of the total number of shares of Company Common Stock. All such options will
have a term of ten years from the date of the grant. The Option Plan was to be
implemented within 120 days after the Closing Date.

     As of February 29, 2000, Mr. Stuelpe's employment with the Company
terminated pursuant to a written settlement agreement and release. Under the
terms of the settlement agreement, the Company agreed to continue to pay Mr.
Stuelpe his Salary (as defined in the settlement agreement), in the normal
course, through June 30, 2001 and make one final lump sum payment in the amount
of $245,827.00 on July 1, 2001, in full satisfaction of any further obligation
of the Company to pay Salary to Mr. Stuelpe; provided, however, Mr. Stuelpe
shall be paid his 1999 bonus at the same time as the Company's other senior
executives receive their bonuses for calendar year 1999. The Company agreed, for
the period from March 1, 2000 to December 31, 2000 to (i) pay standard premium
charges for health continuation coverage, if Mr. Stuelpe should exercise his
right to elect such continuation coverage with the Company (ii) pay required
premiums, subject to contribution by Mr. Stuelpe in certain instances, so that
Mr. Stuelpe will continue to be covered by life insurance, accidental death and
dismemberment insurance, business travel accident insurance and long term
disability insurance, presently covered under the Company's group coverage (iii)
pay Mr. Stuelpe the Additional Contributions (as defined in the settlement
agreement) with respect to the Company's matching contributions for the 401(k)
Plan and the 401(k) Wrap Around Plan for calendar year 2000 (iv) continue to
provide Mr. Stuelpe with an automobile, in accordance with past practice and (v)
continue to pay, consistent with past practice, Mr. Stuelpe's dues and
assessments for various clubs and organizations to which he belongs.

     The remaining outstanding balance of the Promissory Note (as defined in the
settlement agreement) shall be forgiven as of February 29, 2000. The Company
also agreed to pay a portion of Mr. Stuelpe's legal fees incurred in connection
with the settlement agreement.

     As soon as practicable after the Effective Date (as defined in the
settlement agreement), the Company will assign to Mr. Stuelpe a certain life
insurance policy on Mr. Stuelpe's life, together with its cash surrender value
and paid up premiums through December 31, 2000, in full satisfaction of any and
all obligations of the Company under the Supplemental Pension Plan (as defined
in the settlement agreement). On April 1, 2000, the Company will pay Mr.
Stuelpe, $1,270,424, which represents the lump sum value of Mr. Stuelpe's
accrued benefits under the Key Executive Officers Retirement Plan (as defined in
the settlement agreement).

     Mr. Stuelpe agrees he will not, from and after February 29, 2000, disclose
any confidential information of the Company if such disclosure would have a
materially adverse effect on the Company. For a period commencing on March 1,
2000 and ending December 31, 2001, Mr. Stuelpe shall not render services to, or
have any ownership interest in, any business which is competitive with the
Company.

     Mr. Wolf's current employment agreement with the Company provides for a
three-year term, scheduled to lapse on March 26, 2001, default annual renewals,
and an annual base salary of not less than $376,400,
                                       26
<PAGE>   27

subject to annual review, plus an annual bonus based on a percentage of the
annual base salary to be mutually agreed upon by the Company and Mr. Wolf, as
well as certain other benefits. Mr. Wolf shall hold all confidential information
in strict confidence and not publish or otherwise disclose any portion thereof
to any person whatsoever except with the prior written consent of the Company.
During the term of the employment agreement and for two years after its
termination (or eighteen months if such termination follows a Change in Control
(as defined in the agreement)), Mr. Wolf shall not render services to, or have
any ownership interest in, any business which is competitive with the Company in
certain geographic areas.

     If Mr. Wolf's employment is terminated by reason of his death, the Company
is obligated to pay Mr. Wolf's estate an amount equal to the sum of (i) Mr.
Wolf's annual base salary through the end of the calendar month in which death
occurs and (ii) any earned and unpaid annual bonus, vacation pay and other
vested benefits.

     If Mr. Wolf's employment is terminated by reason of his Disability (as
defined in the agreement), the Company is obligated to pay Mr. Wolf or his legal
representative (a) an amount equal to Mr. Wolf's annual base salary for the
duration of the employment period in effect on the date of termination, reduced
by amounts received under any disability benefit program and (b) any earned and
unpaid annual bonus and other vested benefits.

     If Mr. Wolf's employment is terminated by the Company other than for death
or Disability and without Cause (as defined in the agreement), the Company is
required to continue (A) to pay Mr. Wolf for the remainder of the employment
period in effect immediately before the date of termination his annual base
salary and annual bonus(es) through the end of the then-current employment
period and (B) to provide Mr. Wolf and/or his family with certain other
benefits.

     If Mr. Wolf's employment is terminated by the Company for any reason other
than Cause during the three-year period following a Change in Control (as
defined in the agreement), the Company is obligated to (x) pay Mr. Wolf an
amount ("Severance Pay") equal to the greater of (1) one and one-half times the
sum of (I) Mr. Wolf's current annual base salary plus (II) the amount of any
bonus paid to Mr. Wolf in the preceding twelve months and (2) the annual base
salary and annual bonuses through the end of the then-current employment period
and (y) continue to provide Mr. Wolf with certain other benefits for a certain
period of time. If Mr. Wolf terminates his employment voluntarily following a
Change in Control, he shall not be entitled to Severance Pay, provided, however,
that any such termination by Mr. Wolf for Good Reason (as defined in the
agreement) shall not be considered a voluntary termination and Mr. Wolf will be
treated as if he had been terminated by the Company other than for Cause.

     Effective as of August 1, 1999, Mr. Wilhelm entered into a new employment
agreement with the Company. Mr. Wilhelm's new employment agreement with the
Company provides for a three-year term, scheduled to lapse on July 31, 2002,
default annual renewals and an annual base salary of not less than $300,000,
subject to annual review, plus an annual bonus based on an annual bonus program
to be established by the Company, as well as certain other benefits. Mr. Wilhelm
shall hold all confidential information in strict confidence and not publish or
otherwise disclose any portion thereof to any person whatsoever except with the
prior consent of the Company. During the term of the employment agreement and
for 18 months thereafter, Mr. Wilhelm has agreed not to solicit existing clients
of the Company or solicit any employees of the Company. These obligations are in
addition to Mr. Wilhelm's obligations regarding the Company's confidential
information. In consideration for Mr. Wilhelm's agreements regarding
confidential information and non-solicitation of the Company's clients and
employees, the Company has agreed to pay Mr. Wilhelm Salary Continuation
Payments (as defined in the agreement) for a period of 18 months following the
Date of Termination (as defined in the agreement).

     If Mr. Wilhelm's employment is terminated for any reason, the Company is
obligated to pay Mr. Wilhelm or Mr. Wilhelm's estate, as applicable, an amount
equal to the sum of (a) Mr. Wilhelm's annual base salary through the date of
termination and (b) accrued but unused vacation pay and other vested benefits.
If Mr. Wilhelm's employment shall be terminated for Cause or Performance Reasons
(each term as defined in the agreement), the Company shall also pay Mr. Wilhelm
the Salary Continuation Payments.

                                       27
<PAGE>   28

     If Mr. Wilhelm shall voluntarily terminate his employment with the Company,
then the Company shall be obligated to pay Mr. Wilhelm (a) his annual base
salary through the date of termination, (b) any accrued but unused vacation pay
and other vested benefits and (c) Salary Continuation Payments for 18 months. If
Mr. Wilhelm terminates his employment voluntarily he shall not be entitled to
Severance Pay (as thereafter described); provided however, that any such
termination by Mr. Wilhelm for Good Reason ( as defined in the agreement) shall
not be considered a voluntary termination and Mr. Wilhelm will be treated as if
he had been terminated by the Company other than for Cause or Performance
Reasons.

     If Mr. Wilhelm's employment is terminated by the Company other than for
death or disability, without Cause and not due to Performance Reasons, the
Company is required to (a) pay Mr. Wilhelm Severance Pay equal to the product of
two times the sum of (x) Mr. Wilhelm's current annual Salary, plus (y) the
amount of any Annual Bonus (as defined in the agreement) paid to Mr. Wilhelm for
the preceding calendar year, minus the aggregate amount of Salary Continuation
Payments, payable in equal monthly installments over a 24 month period
commencing on the Date of Termination, (b) pay Mr. Wilhelm Salary Continuation
Payments, and (c) provide Mr. Wilhelm and his family with certain other welfare
benefits.

     Mr. Steven Warshauer's current employment agreement with the Company
provides for a three-year term, scheduled to lapse on March 26, 2001, default
annual renewals, and an annual base salary of not less than $300,000, subject to
annual review, plus an annual bonus based on a percentage of the annual base
salary to be mutually agreed upon by the Company and Mr. Warshauer, as well as
certain other benefits. Mr. Warshauer shall hold all confidential information in
strict confidence and not publish or otherwise disclose any portion thereof to
any person whatsoever except with the prior written consent of the Company.
During the term of the employment agreement and for two years after its
termination (or eighteen months if such termination follows a Change in Control
(as defined in the agreement)), Mr. Warshauer shall not render services to, or
have any ownership interest in, any business which is competitive with the
Company in certain geographical areas; provided, however, from and after such
time as Mr. Warshauer is no longer employed by the Company for any reason, he
may become involved in the operation and management of the Auditorium Garage
located in Chicago, as well as own an equity interest in this garage.

     If Mr. Warshauer's employment is terminated by reason of his death, the
Company is obligated to pay Mr. Warshauer's estate an amount equal to the sum of
(i) Mr. Warshauer's annual base salary through the end of the calendar month in
which death occurs and (ii) any earned and unpaid annual bonus, vacation pay and
other vested benefits.

     If Mr. Warshauer's employment is terminated by reason of his Disability (as
defined in the agreement), the Company is obligated to pay Mr. Warshauer or his
legal representative (a) an amount equal to Mr. Warshauer's annual base salary
for the duration of the employment period in effect on the date of termination,
reduced by amounts received under any disability program and (b) any earned and
unpaid annual bonus and other vested benefits.

     If Mr. Warshauer's employment is terminated by the Company other than for
death or Disability and without Cause (as defined in the agreement), the Company
is required to continue (A) to pay Mr. Warshauer for the remainder of the
employment period in effect immediately before the date of termination his
annual base salary and annual bonus(es) through the end of the then current
employment period and (B) to provide Mr. Warshauer and/or his family with
certain other benefits.

     If Mr. Warshauer's employment is terminated by the Company for any reason
other than Cause during the three-year period following a Change in Control (as
defined in the agreement), the Company is obligated to (x) pay Mr. Warshauer an
amount ("Severance Pay") equal to the greater (1) one and one-half times the sum
of (I) Mr. Warshauer's current annual base salary plus (II) the amount of any
bonus paid to Mr. Warshauer in the preceding twelve months and (2) the annual
base salary and annual bonuses through the end of the then current employment
period and (y) continue to provide Mr. Warshauer with certain other benefits for
a certain period of time. If Mr. Warshauer terminates his employment voluntarily
following a Change of Control, he shall not be entitled to Severance Pay,
provided, however, that any such termination by Mr. Warshauer for Good Reason
(as defined in the agreement) shall not be considered a voluntarily termination
and Mr. Warshauer will be treated as if he had been terminated by the Company
other than for Cause.

                                       28
<PAGE>   29

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

AP HOLDINGS

     The following table sets forth certain information regarding the beneficial
ownership of the common stock of AP Holdings, par value $0.01 per share ("AP
Holdings Common Stock"), by (i) each person known to AP Holdings to own
beneficially more than 5% of AP Holdings Common Stock, (ii) each director of AP
Holdings, (iii) each Named Executive Officer of AP Holdings, and (iv) all
executive officers and directors of AP Holdings, as a group. All information
with respect to beneficial ownership has been furnished to AP Holdings by the
respective stockholders of AP Holdings. Except as otherwise indicated in the
footnote, each beneficial owner has the sole power to vote and to dispose of all
shares held by such older.

<TABLE>
<CAPTION>
                             AMOUNT AND                  AMOUNT AND                 AMOUNT AND
                             NATURE OF     PERCENT OF    NATURE OF    PERCENT OF    NATURE OF    PERCENT OF
                             BENEFICIAL      SHARES      BENEFICIAL     SHARES      BENEFICIAL     SHARES
     NAME AND ADDRESS        OWNERSHIP     OUTSTANDING   OWNERSHIP    OUTSTANDING   OWNERSHIP    OUTSTANDING
     ----------------        ----------    -----------   ----------   -----------   ----------   -----------
                              CLASS B COMMON STOCK***         CLASS A COMMON          TOTAL COMMON SHARES
                                                                 STOCK***
                                                               PRO FORMA**
<S>                          <C>           <C>           <C>          <C>           <C>          <C>
Holberg Industries,
  Inc.*....................   7,260.00(1)     91.7%       2,523.10       67.90%      9,783.10       84.08%
Walter Stuelpe.............     276.59         3.5%             --                     276.59        2.38%
Jim LaRocco................     138.30         1.7%             --                     138.30        1.19%
Other APCOA Management.....     245.11         3.1%             --                     245.11        2.11%
John V. Holten.............         --(2)                       --                         --
ORKLA ASA*.................         --(3)                                                  --
Lise Stolt-Nielsen
  Holten*..................         --                      596.52       16.05%        596.52        5.13%
L & V Trust*...............         --                      596.52       16.05%        596.52        5.13%
                              --------                    --------                  ---------
  Total....................   7,920.00                    3,716.14                  11,636.14
                              --------                    --------                  ---------
</TABLE>

---------------

  * The address of Holberg is 545 Steamboat Road, Greenwich, Connecticut 06830.
    The address of Orkla and the business address of Mr. Holten, Lise
    Stolt-Nielsen Holten and L&V Trust is the same as that of Holberg. Lise
    Stolt-Nielsen Holten is married to Mr. Holten and the L&V Trust is a trust
    for the benefit of certain relatives of Mr. Holten, and of which he is a
    trustee.

 ** There are no issued and outstanding shares of Class A Common Stock. The
    above information as to beneficial ownership of Class A Common Stock and of
    Total Common Stock on a combined basis assumes the conversion of all
    outstanding shares of preferred stock of Holberg into shares of Class A
    Common Stock, and the ownership percentages reflect the respective interests
    that would result if all of such shares of Preferred Stock were converted,
    and the corresponding issuance of all of the underlying shares of Class A
    Common Stock. If fewer shares of Preferred Stock were converted, and fewer
    shares of Class A Common Stock, the relative percentage ownership
    represented by those shares of Class A Common Stock outstanding would be
    greater.

*** The shares of Class A Common Stock and Class B Common Stock are identical
    with the exception of voting rights. The shares of Class B Common Stock have
    ten votes per share and the shares of Class A Common Stock have one vote per
    share.

(1) Holberg also owns a portion of the AP Holdings Preferred Stock. See "Certain
    Relationships and Related Party Transactions -- Stockholders' Equity."

(2) Mr. Holten owns all of the outstanding common stock of the corporate parent
    of Holberg Industries, Inc. ("Holberg"), which parent entity owns
    approximately 66% of the outstanding common stock of Holberg, which in turn
    owns 91.67% of the outstanding common stock of AP Holdings.

(3) Orkla owns approximately 34% of the outstanding common stock of Holberg.

                                       29
<PAGE>   30

THE COMPANY

<TABLE>
<CAPTION>
                                                          AMOUNT OF
                                                          NATURE OF              PERCENT OF SHARES
NAME AND ADDRESS                                     BENEFICIAL OWNERSHIP           OUTSTANDING
----------------                                     --------------------        -----------------
<S>                                             <C>                              <C>
AP Holdings...................................   26.3 shares of Common Stock                 84.0%
John V. Holten**..............................               (1)
Orkla ASA ("Orkla")**.........................               (2)
Dosher Partners, L.P.*........................  1.25 shares of Common Stock(3)                 4.0
Waverly Partners, L.P.*.......................  1.25 shares of Common Stock(4)                 4.0
Myron C. Warshauer*...........................              (3)(4)
SP Associates++...............................  2.5 shares of Common Stock(5)                  8.0
G. Walter Stuelpe, Jr.*.......................               (6)
James V. LaRocco, Jr.*........................               (7)
Directors and Executive Officers as a Group...        (1)(3)(4)(6)(7)(8)
</TABLE>

---------------

      *   The address of AP Holdings, Dosher Partners, L.P., Waverly Partners,
          L.P. and the business address of Messrs. Warshauer, Stuelpe and
          LaRocco is 900 N. Michigan Avenue, Chicago, Illinois 60611-1542.

     **   The address of Orkla and the business address of Mr. Holten is 545
          Steamboat Road, Greenwich, Connecticut 06830.

     ++   The address of SP Associates is 900 North Michigan Avenue, Chicago,
          Illinois 60611-1542.

     (1)  Mr. Holten owns all of the outstanding common stock of the corporate
          parent of Holberg Industries, Inc. ("Holberg"), which parent entity
          owns approximately 66% of the outstanding common stock of Holberg,
          which in turn owns 91.67% of the outstanding common stock of AP
          Holdings.

     (2)  Orkla owns approximately 34% of the outstanding common stock of
          Holberg.

     (3)  All of the interests in Dosher Partners, L.P. are beneficially owned
          by Myron C. Warshauer and trusts for the benefit of certain members of
          his family. Mr. Warshauer disclaims beneficial ownership of the assets
          of Dosher Partners, L.P., including the shares of Common Stock held by
          it, to the extent those interests are held for the benefit of such
          trusts.

     (4)  Waverly Partners, L.P. ("Waverly") is a limited partnership in which
          Myron C. Warshauer is general partner. Mr. Warshauer disclaims
          beneficial ownership of the assets of Waverly, including the shares of
          Common Stock held by it.

     (5)  SP Associates is a general partnership controlled by affiliates of JMB
          Realty Corp.

     (6)  Mr. Stuelpe owns approximately 3.5% of the common stock of AP
          Holdings.

     (7)  Mr. LaRocco owns approximately 1.8% of the common stock of AP
          Holdings.

     (8)  Certain other executive officers of APCOA/Standard in the aggregate
          own approximately 3.1% of the common stock of AP Holdings.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

COMPANY STOCKHOLDERS AGREEMENT

     Upon consummation of the March 30, 1998 combination with Standard ("the
Combination"), the Company entered into a Stockholders Agreement (the
"Stockholders Agreement") with Dosher Partners, L.P. ("Dosher"), and SP
Associates (collectively, the "Standard Parties") and Holberg and AP Holdings
(collectively with the Standard Parties, the "Stockholders"). The Stockholders
Agreement provides, among other things, for (i) prior to the earliest of (a) the
seventh anniversary of the consummation of the Combination, (b) the termination
of Myron C. Warshauer's employment with the Company under certain circumstances
and (c) the consummation of an initial public offering of Company Common Stock
(as such offering will be defined in the Stockholders Agreement), certain
obligations of Holberg to allow Dosher the opportunity to acquire all, but not
less than all, of the Company Common Stock held by Holberg and/or its
                                       30
<PAGE>   31

affiliates before Holberg may directly or indirectly sell an amount of Company
Common Stock which would constitute a Control Transaction (as defined in the
Stockholders Agreement); provided that, under certain circumstances, Holberg may
sell such shares to a party other than Dosher if the terms of such other party's
offer are more favorable to Holberg, (ii) until the consummation of an initial
public offering of Company Common Stock, certain rights of each Standard Party
to purchase shares of Company Common Stock to the extent necessary to maintain
such Standard Party's percentage ownership of the Company, (iii) the right of
the Standard Parties to participate in, and the right of Holberg to require the
Standard Parties to participate in, certain sales of Company Common Stock, (iv)
following the third anniversary of the consummation of the Combination and prior
to an initial public offering of Company Common Stock, certain rights of the
Company to purchase, and certain rights of the Standard Parties to require the
Company to purchase, shares of Company Common Stock at prices determined in
accordance with the Stockholders Agreement and (v) certain additional
restrictions on the rights of the Standard Parties to transfer shares of Company
Common Stock. The Stockholders Agreement also contains certain provisions
granting the Stockholders certain rights in connection with registrations of
Company Common Stock in certain offerings and provides for indemnification and
certain other rights, restrictions and obligations in connection with such
registrations.

     Effective October 1, 1998, Dosher transferred a 4% interest in
APCOA/Standard common stock to Waverly Partners, L.P. ("Waverly"), a limited
partnership in which Myron C. Warshauer is general partner, Douglas Warshauer
individually is a limited partner and Douglas Warshauer as Trustee for the
Douglas Warshauer Family Trust is a limited partner. Waverly and each original
signatory to the Stockholders Agreement consented to the transfer pursuant to a
Consent and Joinder to Stockholders' Agreement dated as of October 1, 1998.

AP HOLDINGS STOCKHOLDERS AGREEMENT

     AP Holdings is party to a Stockholders Agreement with Holberg, and each of
the members of APCOA management who is a stockholder of AP Holdings, which
provides for, among other things, (i) a board of directors consisting of three
or more Holberg nominees, and one management nominee, (ii) certain restrictions
on the sale, assignment, transfer, encumbrance or other disposition of the
common stock of AP Holdings, (iii) certain first offer, repurchase and put/call
rights (a summary of which is set forth below), with respect to the AP Holdings
common stock held by the management investors (iv) certain pre-emptive rights in
favor of the management investors with respect to the issuance of AP Holdings
common stock, and (v) certain put/call rights with respect to the AP Holdings
common stock held by Delaware North. As of August 4, 1998, AP Holdings
repurchased the shares of its common stock and warrants formerly held by
Delaware North for $4.0 million in cash. In connection with such repurchase, the
Delaware North nominee to the AP Holdings Board of Directors resigned as a
director of AP Holdings.

     The AP Holdings Stockholders Agreement provides that, subject to any direct
or indirect restrictions imposed by financing agreements or arrangements entered
into by AP Holdings or the Company, upon the termination of employment of a
management investor for death, retirement, complete disability, or otherwise,
(a) such management investor, or his estate or heir (in the case of death,
retirement or complete disability), shall have the right to cause AP Holdings
to, and (b) AP Holdings shall have the right to, repurchase such management
investor's AP Holdings common stock, at a purchase price, which, under some
circumstances, is partially payable in subordinated notes, equal to, (X) in the
case of a termination of employment for death, retirement or complete disability
or by AP Holdings without Cause (as defined in the AP Holdings Stockholders
Agreement) or a voluntary termination of employment by such management investor,
the greatest of, or (Y) in the case of a termination of employment by AP
Holdings for Cause, the lowest of, (i) the price per share paid by such
management investor for such AP Holdings common stock, (ii) the adjusted book
value per share of AP Holdings common stock and (iii) the sum, on a per share
basis, of (x) the product of the cash contribution from operations of AP
Holdings for the immediately preceding four fiscal quarters multiplied by 6.84
minus (y) the amount of debt reflected in AP Holdings most recent consolidated
financial statements.

                                       31
<PAGE>   32

TAX SHARING AGREEMENT

     The Company is a party to the Tax Sharing Agreement, dated April 28, 1989,
by and among Holberg, AP Holdings and the Company (the "Tax Sharing Agreement"),
which applies to each of Holberg's consolidated return years beginning with
1989. The Tax Sharing Agreement provides that each member of Holberg's
affiliated group, including the Company, will pay to Holberg the amount of
federal income tax that such member would be required to pay on a separate
return basis for the year in question, except that the amount that the Company
is required to pay to Holberg will not exceed the tax liabilities of the Company
on a separate return basis for all taxable years to which the Tax Sharing
Agreement applies and for which the Company joined in the Holberg consolidated
return, computed as if the Company had actually filed separate returns for all
such years and taking into account any net operating loss carryforward the
Company would have had if it had filed a separate return for all such years.
Holberg is not required to make a payment to the Company by virtue of the
utilization by the Holberg affiliated group of any net operating loss generated
by the Company. In the event that the consolidated federal income tax liability
of the Holberg affiliated group is adjusted for any taxable period, whether by
means of an amended return, claim for refund, or tax audit by the Internal
Revenue Service, the liability of the Company under the Tax Sharing Agreement
will be recomputed to give effect to such adjustments.

STOCKHOLDERS' EQUITY

     Prior to the consummation of the Combination, Holberg held $8.7 million of
preferred stock of APCOA. A portion of the proceeds of the financing obtained in
conjunction with the combination with Standard (see Note B of the Notes to
Consolidated Financial Statements) was used to redeem $8.0 million of the
preferred stock. The remaining $0.7 million was contributed to the capital of
the Company.

     The preferred stock issued by the Company to AP Holdings in conjunction
with the combination with Standard has the same maturity as the debt securities
of AP Holdings issued to finance the preferred stock contribution, has an
initial liquidation preference equal to the issue price of such debt securities,
increases in liquidation preference at the same rate as such debt securities
accrue interest, such that the liquidation preference of the preferred stock
will at all times be equal to the then principal amount of such debt securities,
and accrues cash dividends commencing at such times as such debt securities
commence to accrue cash interest, at the same rate as such debt securities.

     On December 29, 1999, AP Holdings' Board of Directors approved the
following recapitalization actions:

          (a) Twenty thousand shares of Class A common stock, par value $.01 per
     share, were authorized. No shares were issued. Each share issued will have
     one vote.

          (b) Each of the outstanding shares of common stock (7,920 shares) was
     converted to 7,920 shares of Class B Common Stock, par value $.01 per
     share. Twenty thousand shares of Class B common stock were authorized. Each
     share issued will have ten votes. The previously issued common shares were
     reclassified as Class B. Each Class B share is convertible into one Class A
     share at any time.

          (c) Twenty three thousand shares of Preferred Stock, par value $.01
     per share, were authorized. Nine thousand shares were designated as Series
     A Cumulative Preferred Stock. Dividends are payable quarterly at 13%. The
     preferred shares are mandatorily redeemable on December 31, 2008 at a
     redemption price of $9,000 per share, plus accrued and unpaid dividends.
     Each Series A share is convertible into 1.04762 shares of Class A Common
     Stock.

MANAGEMENT CONTRACTS AND RELATED ARRANGEMENTS WITH AFFILIATES

     The Company had a management contract to operate one parking facility in
Chicago with an Illinois land trust that is beneficially owned by a partnership
which Myron C. Warshauer, Steven A. Warshauer and Stanley Warshauer have an
equity interest. All expenses that are typically borne by a facility owner under
a management contract, such as salaries, wages and benefits associated with
employees at the parking facility and an allocable portion of such costs for
supervisory management personnel, the cost of uniforms, supplies, utilities and
other direct operating costs ("property-level expenses") are paid by the
facility owner. Pursuant
                                       32
<PAGE>   33

to the management contract, the Company received a management fee of
approximately $42,000 in 1999. However, certain subordination provisions in the
loan agreement between the facility owner and its lender would result in the
non-payment of this management fee if operating revenues are insufficient to
defray all operating expenses and debt service costs relating to the property.
The parking facility was sold to an unaffiliated third party on February 15,
2000. At closing, the Company's management contract was terminated, effective
immediately, in consideration for which the Company received a $550,000
termination fee.

     The Company has a management contract with the Buckingham Plaza Limited
Partnership ("BPLP") to operate the parking facility at a condominium complex in
Chicago of which BPLP was the developer. Myron C. Warshauer and SP Associates
own an equity interest in one of BPLP's limited partners. The Company receives
an annual management fee of $18,000 pursuant to such management contract. The
Company estimates that such management fee is no less than would normally be
obtained through arms-length negotiations.

     The Company has management contracts to operate two surface parking lots in
Chicago. Myron C. Warshauer, Steven A. Warshauer, Stanley Warshauer, Michael K.
Wolf and SP Associates own membership interests in a limited liability company
that is a member of the limited liability companies that own such surface
parking lots. The Company received a total of $133,000 in management fees for
such lots in 1999 under the applicable management contracts. The Company
estimates that such management fees are no less favorable than would normally be
obtained through arms-length negotiations The Company operates the Clark
Fullerton Self Park, a parking facility in which Myron C. Warshauer had a 50%
equity interest until the facility was sold to an unaffiliated third party in
January, 1999, in connection with which Mr. Warshauer sold his entire equity
interest. The Company continues to manage the parking facility pursuant to a
management contract that paid the Company a management fee of $23,500 for 1999.
Both before and after the sale, the facility owner has paid all of the
property-level expenses.

     The Company provides office and related support services to Auditorium
Garage, Inc. ("Auditorium"), an Illinois corporation owned by Stanley Warshauer
and his wife, in conjunction with Auditorium's management of a parking facility.
Auditorium reimbursed the Company for the general and administrative costs
associated with providing these services approximately $25,000 in 1999.

     The Company provides office and related support services for a parking
facility (the "Theater District Garage") that is leased to Standard/Tremont
Parking Corporation ("Standard Tremont"), an Illinois corporation that is owned
by Stanley Warshauer, Steven A. Warshauer and Myron C. Warshauer. Standard
Tremont reimburses the Company for the general and administrate costs associated
with providing these services, which reimbursement totaled $5,000 in 1999.

     The Company pays 15.0% of the lease net operating income derived from one
parking facility to Warshauer Management Corporation for services rendered in
obtaining the right to operate the facility.

     SP Associates is an affiliate of JMB Realty Corp., from which the Company
leases office space for its corporate offices in Chicago. Payments pursuant to
the lease agreement aggregated approximately $916,000 during 1999.

     The Company purchases workers' compensation and health insurance covering
certain parking facilities from JMB Insurance Agency, Inc., an affiliate of JMB
Realty Corp. which in turn is an affiliate of SP Associates. The Company
estimates that the premiums and commissions paid for such insurance are
comparable to premiums it would pay for comparable coverage from an unrelated
third party. Additionally, the Company paid $25,000 to JMB Insurance Agency,
Inc. for consulting services during 1999.

     In March of 1998, the Company acquired a lease for $1.4 million from an
entity which is 15% owned by certain members of the management group. The lease
is for a term of eleven years and calls for annual rent of $185,000 per year
plus percentage rent if the property achieves certain earnings levels. In 1999,
APCOA/ Standard earned $64,400 in net lease revenue under this agreement. The
Company believes the terms of this agreement are no less favorable than would
normally be obtained through arms-lengths negotiations.

                                       33
<PAGE>   34

LIABILITY INSURANCE

     Until January 1999, the Company participated in a master insurance program
with Holberg which served to reduce the insurance costs of the combined group.
In connection with the insurance program, during 1998 the Company placed $2.2
million on deposit with an affiliate for insurance collateral purposes.

     In January of 1999, the Company completed the combination of its insurance
programs into one program. In connection therewith the Company purchased
coverage for its previously self-insured layer, and a tail policy to eliminate
future exposure from retrospective adjustments.

CONSULTING AGREEMENT WITH SIDNEY WARSHAUER

     Consummation of the Combination was conditioned by Standard, among other
things, upon the execution of a Consulting Agreement (the "Agreement") between
the Company and Sidney Warshauer, the father of Myron C. Warshauer. Sidney
Warshauer is 84 years old.

     The Agreement provides that Sidney Warshauer render such services as may be
requested, from time to time, by the Board of Directors of the Company (the
"Board") and/or the Chief Executive Officer of the Company, consistent with Mr.
Warshauer's past practices and experience, for a period beginning on the date of
the consummation of the Combination and ending on Sidney Warshauer's death.
Sidney Warshauer will receive, during such period, annual payments of $552,000
along with certain other benefits.

     The Agreement provides that, from the date of the closing of the
Combination until his death, Sidney Warshauer will not disclose Company
confidential information or compete with the Company. The Agreement is not
terminable by the Company for any reason other than the death of Sidney
Warshauer, or a breach by Sidney Warshauer of his obligations under the
Agreement with respect to non-disclosure of Company confidential information or
his obligation to refrain from engaging in competition with the Company. The
parties intended that all payments under the Agreement represent additional
purchase price in the form of supplemental retirement benefits in recognition of
Sidney Warshauer's significant contributions to Standard. The actuarial value,
as of March 30, 1998, of the payments under the Agreement was approximately $5.0
million. See Note B of the Notes to the Consolidated Financial Statements.

CERTAIN OTHER MATTERS RELATING TO HOLBERG

     Holberg has received customary investment banking and advisory fees from
APCOA in connection with certain prior transactions, and received a $1.0 million
advisory fee (and reimbursement of expenses) upon consummation of the
Combination. The Company also may pay an annual management fee to Holberg and
otherwise reimburse Holberg for certain expenses incurred by Holberg on behalf
of the Company. In addition, the Company currently leases a plane on behalf of
Holberg. Holberg pays all costs under the lease other than amounts that may be
charged to the Company in connection with use of the plane and indemnifies the
Company for all obligations under the lease. All of these fees and other amounts
paid to Holberg are subject to the limits and restrictions imposed by the
Indenture.

     APCOA/Standard and Holberg and its affiliates periodically engage in
bi-lateral loans and advances. These loans and advances are interest bearing at
a variable rate that approximates the prime interest rate. The accumulated
interest is added to, or deducted from (as appropriate), the balance in the loan
or advance account. In connection with the Combination, APCOA made a $6.5
million non-cash distribution to Holberg of the receivable in such amount due
from Holberg to APCOA, at the date of the Combination.

                                       34
<PAGE>   35

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

     (a) The following documents are filed as part of this Report:

          1. Financial Statements.

              Report of Independent Auditors
              Audited Consolidated Financial Statements
                Consolidated Balance Sheets at December 31, 1999 and 1998
              For the years ended December 31, 1999, 1998 and 1997:
                Consolidated Statements of Operations
                Consolidated Statements of Stockholders' Equity (Deficit)
                Consolidated Statements of Cash Flows

           Notes to Consolidated Financial Statements

          2. Financial statement schedule.

          Schedule II -- Valuation and Qualifying Accounts

             All other schedules are omitted since the required information is
             not present or is not present in amounts sufficient to require
             submission of the schedule, or because the information required is
             included in the consolidated financial statements or the notes
             thereto.

                                       35
<PAGE>   36

          3. Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
<S>        <C>
1.1        Purchase Agreement, by and among AP Holdings and Donaldson,
           Lufkin & Jenrette Securities Corporation, dated as of March
           25, 1998 (incorporated by reference to Exhibit 1.1 to the
           Registrant's Registration Statement Form S-4 No. 333-50433
           filed April 17, 1998, August 11, 1998 and August 14, 1998,
           (the "Registration Statement")).
2.1        Combination Agreement, dated as of January 15, 1998, by and
           between APCOA, Inc. and the Standard Owners (incorporated by
           reference to Exhibit 2.1 to the Registration Statement).
3.1        Restated Certificate of Incorporation of AP Holdings.
3.2        By-Laws of AP Holdings (incorporated by reference to Exhibit
           3.2 to the Registration Statement).
4.1        Indenture, dated as of March 30, 1998, by and among AP
           Holdings and State Street Bank and Trust Company, with
           respect to the New Notes (incorporated by reference to
           Exhibit 4.1 to the Registration Statement).
4.2        Form of New Note (included as Exhibit A to Exhibit 4.1).
4.3        Form of New Note Guarantee (included as Exhibit D to Exhibit
           4.1).
4.4        Supplemental Indenture, dated as of January 12, 1999 by and
           among APCOA LaSalle Parking Company, LLC, the Company and
           State Street Bank and Trust Company (incorporated by
           reference to Exhibit 4.4 to the Company's Annual Report on
           Form 10-K filed for December 31, 1998).
4.5        Supplemental Indenture, dated as of September 21, 1998,
           among Virginia Parking Service, Inc., the Company, and State
           Street Bank and Trust Company (incorporated by reference to
           Exhibit 4.5 to the Company's Annual Report on Form 10-K
           filed for December 31, 1998).
4.6        Supplemental Indenture, dated as of July 6, 1998, among S&S
           Parking, Century Parking, Inc. and Sentry Parking
           Corporation, the Company, and State Street Bank and Trust
           Company (incorporated by reference to Exhibit 4.6 to the
           Company's Annual Report on Form 10-K filed for December 31,
           1998).
4.7        First Amendment to the Senior Credit Facility dated November
           12, 1999 by and among the Company, the Lenders and Bank One
           NA, as agent for the Lenders (incorporated by reference to
           Exhibit 4.7 to the Company's September 30, 1999 Form 10-Q).
4.8        Second Amendment to the Senior Credit Facility dated March
           30, 2000 by and among the Company, the Lenders and Bank One
           N.A., as agent for the Lenders.
10.2       Credit Agreement, dated as of March 30, 1998, by and among
           the Company, The First National Bank of Chicago, as Agent
           and Lender, and the Other Financial Institutions party
           thereto (incorporated by reference to Exhibit 10.2 to the
           Registration Statement).
10.3       Stockholders' Agreement, dated as of March 30, 1998, by and
           among Dosher Partners, L.P., SP Associates, Holberg, AP
           Holdings and the Company (incorporated by reference to
           Exhibit 10.3 to the Registration Statement).
10.4       Stockholders Agreement, dated as of April 14, 1989, by and
           among AP Holdings, Holberg, and each member of the
           management of the Company who is a stockholder of AP
           Holdings (incorporated by reference to Exhibit 10.4 to the
           Registration Statement).
10.5       Tax Sharing Agreement, dated as of April 28, 1989, as
           amended as of March 30, 1998, by and among Holberg, AP
           Holdings and the Company (incorporated by reference to
           Exhibit 10.5 to the Registration Statement).
10.6       Employment Agreement between the Company and Myron C.
           Warshauer (incorporated by reference to Exhibit 10.6 to the
           Registration Statement).
10.7       Employment Agreement between the Company and G. Walter
           Stuelpe, Jr. (incorporated by reference to Exhibit to the
           Registration Statement).
10.8       Executive Transition Agreement between the Company and James
           V. LaRocco, Jr. (incorporated by reference to Exhibit 10.8
           to the Registration Statement).
</TABLE>

                                       36
<PAGE>   37

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
<S>        <C>
10.12      Employment Agreement between the Company and Michael K. Wolf
           (incorporated by reference to Exhibit 10.12 to the
           Registration Statement).
10.13      Deferred Compensation Agreement between the Company and
           Michael K. Wolf (incorporated by reference to Exhibit 10.13
           to the Registration Statement).
10.14      Company Retirement Plan for Key Executive Officers
           (incorporated by reference to Exhibit 10.14 to the
           Registration Statement).
10.15      Consulting Agreement between the Company and Sidney
           Warshauer (incorporated by reference to Exhibit 10.1 to the
           Registration Statement).
10.17      Consent and Joinder to Stockholders' Agreement dated as of
           October 1, 1998 by and among the Company, Dosher Partners,
           L.P., SP Associates, Holberg, AP Holdings and Waverly.
           (incorporated by reference to Exhibit 10.17 to the Company's
           Annual Report on Form 10-K filed for December 31, 1998).
10.18      Employment Agreement between the Company and James A.
           Wilhelm.
10.19      Employment Agreement between the Company and Steven
           Warshauer.
10.20      Settlement Agreement and Release between the Company and C.
           Walter Stuelpe Jr.
21.1       Subsidiaries of AP Holdings (incorporated by reference to
           Exhibit 21.1 to the Registration Statement).
25.1       Statement of Eligibility and Qualification of Trustee on
           Form T-1 of State Street Bank and Trust Company under the
           Trust Indenture Act of 1939 (incorporated by reference to
           Exhibit 25.1 to the Registration Statement).
27.1       Financial Data Schedule.
</TABLE>

                                       37
<PAGE>   38

                    INDEX TO HISTORICAL FINANCIAL STATEMENTS

AP HOLDINGS, INC.

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                          <C>
Report of Ernst & Young LLP, Independent Auditors...........      39

Consolidated Balance Sheets as of December 31, 1999 and
  1998......................................................      40

Consolidated Statements of Operations for each of the three
  years in the period ended December 31, 1999...............      41

Consolidated Statements of Stockholders' Equity (Deficit)
  for each of the three years in the period ended December
  31, 1999..................................................      42

Consolidated Statements of Cash Flows for each of the three
  years in the period ended December 31, 1999...............      43

Notes to Consolidated Financial Statements..................      44
</TABLE>

                                       38
<PAGE>   39

                          REPORT OF ERNST & YOUNG LLP,
                              INDEPENDENT AUDITORS

Board of Directors
  AP HOLDINGS, INC.

     We have audited the accompanying consolidated balance sheets of AP
Holdings, Inc. ("AP Holdings") as of December 31, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for each of the three years in the period ended December 31, 1999. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of AP
Holdings' management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 amount 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 consolidated financial position of AP Holdings at
December 31, 1999 and 1998, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended December 31,
1999, in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

                                          ERNST & YOUNG LLP

Chicago, Illinois
March 30, 2000

                                       39
<PAGE>   40

                               AP HOLDINGS, INC.

                          CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT FOR SHARE DATA)

<TABLE>
<CAPTION>
                                                                     DECEMBER 31
                                                                ---------------------
                                                                  1999         1998
                                                                ---------    --------
<S>                                                             <C>          <C>
ASSETS
Current assets:
  Cash and cash equivalents.................................    $   5,215    $ 19,183
  Notes and accounts receivable, less allowances of $2,301
    in 1999 and $1,743 in 1998..............................       42,715      32,639
  Prepaid expenses and supplies.............................        1,645       2,806
                                                                ---------    --------
    Total current assets....................................       49,575      54,628
Leaseholds and equipment:
  Equipment.................................................       13,866      10,878
  Leasehold improvements....................................       20,734      18,663
  Leaseholds................................................       42,703      41,417
  Construction in progress..................................        5,498       2,549
                                                                ---------    --------
                                                                   82,801      73,507
  Less accumulated depreciation and amortization............       50,142      45,889
                                                                ---------    --------
                                                                   32,659      27,618
Other Assets:
  Advances and deposits.....................................        2,040       3,318
  Cost in excess of net assets acquired, less accumulated
    amortization of $8,132 and $5,558 in 1999 and 1998,
    respectively............................................      114,923     108,741
  Intangible and other assets, less accumulated amortization
    of $2,997 and $1,472 in 1999 and 1998, respectively.....       14,073      17,943
  Due from affiliates.......................................           --         409
                                                                ---------    --------
                                                                  131,036     130,411
                                                                ---------    --------
    Total assets............................................    $ 213,270    $212,657
                                                                =========    ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable..........................................    $  25,289    $ 18,184
  Accrued rent..............................................        7,812       7,262
  Compensation and payroll withholdings.....................       10,621      11,067
  Property, payroll and other taxes.........................        3,554       4,955
  Accrued insurance and expenses............................       13,151      20,340
  Current portion of long-term borrowings...................        1,328       1,939
                                                                ---------    --------
    Total current liabilities...............................       61,755      63,747
Long-term borrowings, excluding current portion:
  Obligations under credit agreements.......................      158,100     144,957
  Senior Discount Notes, 11 1/4%, due 2008..................       49,280      44,174
  Other.....................................................        8,041       2,535
                                                                ---------    --------
                                                                  215,421     191,666
Other long-term liabilities.................................       11,116      11,675
Redeemable preferred stock..................................       31,924          --
Common stock of subsidiary subject to put/call rights; 5.01
  shares issued and outstanding.............................        4,589       4,589
Stockholders' Deficit:
  Preferred stock, 12% prior to 12/29/99, cumulative, par
    value $.01 per share, 9,000 shares authorized, 2,970.74
    at December 31, 1998 issued and outstanding.............           --      28,364
  Class A voting common stock, $.01 par value per share,
    20,000 shares authorized, no shares outstanding.........           --          --
  Class B voting common stock, $.01 par value per share,
    20,000 shares authorized, 8,800 shares issued, 7,920
    shares outstanding......................................            1           1
  Additional paid-in capital................................        2,088       2,088
  Advances to and deposits with affiliates..................       (4,820)         --
  Accumulated other comprehensive income....................          428          --
  Accumulated deficit.......................................     (109,232)    (89,473)
                                                                ---------    --------
    Total stockholders' deficit.............................     (111,535)    (59,020)
                                                                ---------    --------
    Total liabilities and stockholders' deficit.............    $ 213,270    $212,657
                                                                =========    ========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       40
<PAGE>   41

                               AP HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31
                                                               ------------------------------------
                                                                  1999          1998         1997
                                                               ----------    ----------    --------
<S>                                                            <C>           <C>           <C>
Gross customer collections.................................    $1,369,319    $1,026,085    $476,183
                                                               ==========    ==========    ========
Parking services revenue:
  Lease contracts..........................................    $  196,441    $  162,568    $ 99,594
  Management contracts.....................................        51,458        32,949      18,110
                                                               ----------    ----------    --------
                                                                  247,899       195,517     117,704
Costs and expenses:
  Cost of parking services:
  Lease contracts..........................................       172,217       144,086      85,355
  Management contracts.....................................        20,877        11,144       9,491
                                                               ----------    ----------    --------
                                                                  193,094       155,230      94,846
  General and administrative...............................        32,453        23,506      13,528
  Restructuring and other special charges..................         6,852        18,050          --
  Depreciation and amortization............................         9,343         7,435       3,767
                                                               ----------    ----------    --------
     Total costs and expenses..............................       241,742       204,221     112,141
                                                               ----------    ----------    --------
Operating income (loss)....................................         6,157        (8,704)      5,563
Other expenses (income):
  Interest expense.........................................        21,849        15,792       3,713
  Interest income..........................................          (713)       (1,251)       (470)
                                                               ----------    ----------    --------
                                                                   21,136        14,541       3,243
Income (loss) before minority interest, income taxes and
  extraordinary item.......................................       (14,979)      (23,245)      2,320
Minority interest..........................................           468           487         321
Income tax expense.........................................           752           430         140
                                                               ----------    ----------    --------
Income (loss) before extraordinary item....................       (16,199)      (24,162)      1,859
Extraordinary item.........................................            --         2,816          --
                                                               ----------    ----------    --------
Net income (loss)..........................................       (16,199)      (26,978)      1,859
Preferred stock dividends..................................        (3,560)       (3,163)     (3,697)
                                                               ----------    ----------    --------
Net loss available for common stockholders.................    $  (19,759)   $  (30,141)   $ (1,838)
                                                               ==========    ==========    ========
</TABLE>

                See Notes to Consolidated Financial Statements.
                                       41
<PAGE>   42

                               AP HOLDINGS, INC.

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                     (IN THOUSANDS, EXCEPT FOR SHARE DATA)
<TABLE>
<CAPTION>
                                                          COMMON
                                 PREFERRED STOCK          STOCK
                               --------------------   --------------                     ACCUMULATED
                                NUMBER                NUMBER           ADVANCE TO AND       OTHER       ADDITIONAL
                                  OF         PAR        OF      PAR    DEPOSITS WITH    COMPREHENSIVE    PAID-IN     ACCUMULATED
                                SHARES      VALUE     SHARES   VALUE     AFFILIATES        INCOME        CAPITAL       DEFICIT
                               ---------   --------   ------   -----   --------------   -------------   ----------   -----------
<S>                            <C>         <C>        <C>      <C>     <C>              <C>             <C>          <C>
Balance (deficit) at
  January 1, 1997..........     2,487.94   $ 22,391   7,898     $1        $    --           $ --          $7,871      $ (57,350)
Net income.................                                                                                               1,859
Preferred stock
  dividends................       312.26      2,810                                                                      (3,697)
Increase common stock and
  warrants subject to
  put/call rights to
  current value............                                                                                                (144)
Issuance of common stock...                              22
                               ---------   --------   -----     --        -------           ----          ------      ---------
Balance (deficit) at
  December 31, 1997........     2,800.20     25,201   7,920      1             --             --           7,871        (59,332)
Net loss...................                                                                                             (26,978)
Preferred stock
  dividends................       170.54      3,163                                                                      (3,163)
Non-cash distribution to
  affiliate................                                                                               (6,511)
Contribution to capital....                                                                                  728
                               ---------   --------   -----     --        -------           ----          ------      ---------
Balance (deficit) at
  December 31, 1998........     2,970.74     28,364   7,920      1             --             --           2,088        (89,473)
Net loss...................                                                                                             (16,199)
Cumulative translation
  adjustment...............                                                                  428
                                                                                            ----
Comprehensive loss.........
Preferred stock
  dividends................       395.56      3,560                                                                      (3,560)
Advances to and deposits
  with affiliates..........                                                (4,820)
Conversion of preferred
  stock to mandatorily
  redeemable preferred
  stock....................    (3,366.30)   (31,924)
                               ---------   --------   -----     --        -------           ----          ------      ---------
Balance (deficit) at
  December 31, 1999........           --   $     --   7,920     $1        $(4,820)          $428          $2,088      $(109,232)
                               =========   ========   =====     ==        =======           ====          ======      =========

<CAPTION>

                               TOTAL
                             ---------
<S>                          <C>
Balance (deficit) at
  January 1, 1997..........  $ (27,087)
Net income.................      1,859
Preferred stock
  dividends................       (887)
Increase common stock and
  warrants subject to
  put/call rights to
  current value............       (144)
Issuance of common stock...
                             ---------
Balance (deficit) at
  December 31, 1997........    (26,259)
Net loss...................    (26,978)
Preferred stock
  dividends................         --
Non-cash distribution to
  affiliate................     (6,511)
Contribution to capital....        728
                             ---------
Balance (deficit) at
  December 31, 1998........    (59,020)
Net loss...................    (16,199)
Cumulative translation
  adjustment...............        428
                             ---------
Comprehensive loss.........    (15,771)
                             ---------
Preferred stock
  dividends................         --
Advances to and deposits
  with affiliates..........     (4,820)
Conversion of preferred
  stock to mandatorily
  redeemable preferred
  stock....................    (31,924)
                             ---------
Balance (deficit) at
  December 31, 1999........  $(111,535)
                             =========
</TABLE>

                See Notes to Consolidated Financial Statements.
                                       42
<PAGE>   43

                               AP HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31
                                                                -------------------------------
                                                                  1999        1998       1997
                                                                --------    --------    -------
<S>                                                             <C>         <C>         <C>
OPERATING ACTIVITIES
Net income (loss)...........................................    $(16,199)   $(26,978)   $ 1,859
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operations:
  Depreciation and amortization.............................       9,343       7,435      3,767
  Provision for impairment of assets........................          --       2,600         --
  Interest accreted on long-term borrowings.................       5,106       3,491         --
  Changes in operating assets and liabilities, net of
     acquisitions:
     Notes and accounts receivable..........................     (11,949)    (14,133)    (3,495)
     Prepaid assets.........................................       1,089         477        273
     Other assets...........................................       2,425        (816)       216
     Accounts payable.......................................       6,802      (4,834)       294
     Accrued liabilities....................................     (12,115)     18,776     (2,982)
     Due from affiliates....................................      (2,211)     (2,399)       999
                                                                --------    --------    -------
Net cash provided by (used in) operating activities.........     (17,709)    (16,381)       931
INVESTING ACTIVITIES
Purchase of leaseholds and equipment........................     (10,261)     (7,691)    (2,357)
Purchase of leaseholds and equipment by joint ventures......        (339)       (828)      (480)
Increase in other assets....................................          --        (461)      (906)
Businesses acquired, net of cash acquired...................      (3,181)    (87,045)       151
Proceeds from disposition of leaseholds and equipment.......         250          --         --
                                                                --------    --------    -------
Net cash used in investing activities.......................     (13,531)    (96,025)    (3,592)
FINANCING ACTIVITIES
Proceeds from long-term borrowings..........................      18,100     180,683      4,269
Payments on long-term borrowings............................      (1,660)    (32,298)      (829)
Proceeds from joint venture borrowings......................       1,281          --        400
Payments on joint venture borrowings........................        (558)       (530)      (389)
Payments of debt issuance costs.............................        (319)     (7,588)        --
Redemption of redeemable preferred stock....................          --      (8,000)        --
Redemption of common stock subject to put/call rights.......          --      (4,000)        --
                                                                --------    --------    -------
Net cash provided by financing activities...................      16,844     128,267      3,451
                                                                --------    --------    -------
Effect of exchange rate changes on cash and cash
  equivalents...............................................         428          --         --
Increase (decrease) in cash and cash equivalents............     (13,968)     15,861        790
                                                                --------    --------    -------
Cash and cash equivalents at beginning of year..............      19,183       3,322      2,532
                                                                --------    --------    -------
CASH AND CASH EQUIVALENTS AT END OF YEAR....................    $  5,215    $ 19,183    $ 3,322
                                                                ========    ========    =======
</TABLE>

                See Notes to Consolidated Financial Statements.
                                       43
<PAGE>   44

                               AP HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

     NOTE A. SIGNIFICANT ACCOUNTING POLICIES

     AP Holdings, Inc. ("AP Holdings"), is a subsidiary of Holberg Industries,
Inc. ("Holberg"), and owns 84% of the voting stock of APCOA/Standard Parking,
Inc. ("APCOA/Standard" or "the Company"), formerly known as APCOA, Inc.
("APCOA"). APCOA/Standard and its subsidiaries and affiliates manage, operate
and develop parking properties throughout the United States and Canada. The
Company is a majority-owned subsidiary of AP Holdings, Inc. ("AP Holdings"). The
Company provides on-site management services at multi-level and surface
facilities in the two major markets of the parking industry: urban parking and
airport parking. The Company manages approximately 1,852 parking facilities,
containing approximately 1,000,000 parking spaces in over 200 cities across the
United States and Canada.

     PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements
include the accounts of the Company, its wholly owned subsidiaries, and joint
ventures in which the Company has more than 50% ownership interest. Minority
interest recorded in the consolidated statement of operations is the joint
venture partner's noncontrolling interest in consolidated joint ventures.
Minority interest included in the consolidated balance sheets was $5 and $147 at
December 31, 1999 and 1998, respectively. Investments in joint ventures of 50%
or less ownership interest are reported on the equity method. Investments in
joint ventures accounted for using the equity method in the consolidated balance
sheets were $315 and $32 at December 31, 1999 and 1998, respectively. All
significant intercompany profits, transactions and balances have been eliminated
in consolidation.

     GROSS CUSTOMER COLLECTIONS -- Gross customer collections represent gross
receipts collected at all leased and managed properties, including
unconsolidated affiliates.

     PARKING REVENUE -- The Company recognizes gross receipts from leased
locations and management fees earned from management contract properties as
parking revenue as the related services are provided. Also included in parking
revenue were $2,116 in 1999, $127 in 1998 and $1,207 in 1997 from gains on sales
of parking contracts in the ordinary course of business.

     COST OF PARKING SERVICES -- The Company recognizes costs for leases and
nonreimbursed costs from managed facilities as cost of parking services. Cost of
parking services consists primarily of rent and payroll related costs.

     ADVERTISING COSTS -- Advertising costs are expensed as incurred and are
included in general and administrative expenses. Advertising expenses aggregated
$402, $343 and $440 for 1999, 1998 and 1997, respectively.

     CASH AND CASH EQUIVALENTS -- Cash equivalents represent funds temporarily
invested in money market instruments with maturities of one to five days. Cash
equivalents are stated at cost, which approximates market value.

     LEASEHOLDS AND EQUIPMENT -- Leaseholds, equipment and leasehold
improvements are stated at cost. Leaseholds (cost of parking contracts) are
amortized on a straight-line basis over the average contract life of 7 years.
Equipment is depreciated on the straight-line basis over the estimated useful
lives of approximately 5 years on average. Leasehold improvements are amortized
on the straight-line basis over the terms of the respective leases or the
service lives of the improvements, whichever is shorter (average of
approximately 7 years). Depreciation and amortization includes losses on
abandonments of leaseholds of $105, $260 and $478 in 1999, 1998 and 1997,
respectively.

     COST IN EXCESS OF NET ASSETS ACQUIRED (GOODWILL) -- Cost in excess of net
assets acquired arising from acquisitions is amortized using the straight-line
method over 40 years.

                                       44
<PAGE>   45
                               AP HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

     LONG LIVED ASSETS -- The Company accounts for long-lived assets in
accordance with the provisions of SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This
Statement requires that long-lived assets and certain identifiable intangibles
be reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by the asset. If such
assets are considered to be impaired, the impairment to be recognized is
measured by the amount which the carrying amount of the assets exceed the fair
value of the assets. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell.

     The Company periodically reviews the carrying value of long-lived assets,
including goodwill, contract and lease rights, and non-compete agreements, to
determine if the net book values of such assets continue to be recoverable over
the remainder of the original estimated useful life. In performing this review
for recoverability, the Company estimates the future cash flows expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected net future cash flows (undiscounted and without interest charges) is
less than the carrying amount of the asset, an impairment loss is recognized
based on the estimated diminution of value. If the assets involved are to be
held and used in the operations of the Company, consideration is also given to
actions or remediations the Company might take in order to achieve the original
estimates of cash flows.

     INTANGIBLE ASSETS -- Transaction costs incurred to acquire certain parking
businesses and establish parking joint ventures ($576 at December 31, 1999) are
being amortized on a straight-line basis over ten years, the estimated life of
the underlying parking contracts. Debt issuance costs of $6,576 and $7,020 at
December 31, 1999 and 1998 respectively, are amortized over the terms of the
credit agreements using the straight-line method which approximates the interest
method. Additionally, $4,720 and $6,317 of intangibles at December 31, 1999 and
1998 respectively, consisting primarily of a covenant not to compete, (see Note
B) are being amortized on a straight-line basis over the term of the respective
agreements which range from 5 to 10 years.

     FINANCIAL INSTRUMENTS -- The carrying values of cash, accounts receivable
and accounts payable are reasonable estimates of their fair value due to the
short-term nature of these financial instruments. The Company's 9.25% Senior
Subordinated Notes are included in the Consolidated Balance Sheet at $140,000,
which represents the aggregate face value of the notes. Market value at December
31, 1999 aggregated $98,000. Other long-term assets and debt have a carrying
value that approximates fair value.

     FOREIGN CURRENCY TRANSLATION -- The functional currency of the Company's
foreign operations is the local currency. Accordingly, assets and liabilities of
the Company's foreign operations are translated from foreign currencies into
U.S. dollars at the rates in effect on the balance sheet date while income and
expenses are translated at the weighted-average exchange rates for the year.
Adjustments resulting from the translations of foreign currency financial
statements are accumulated and classified as a separate component of
stockholders' equity.

     USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

     RECENT ACCOUNTING PRONOUNCEMENTS -- In June 1998, the FASB issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities (Statement
133), which is required to be adopted on January 1, 2001. Statement 133 requires
all derivatives to be recognized in the balance sheet as either assets or
liabilities at fair value. Derivatives that are not hedged must be adjusted to
fair value through income. In addition, all

                                       45
<PAGE>   46
                               AP HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

hedging relationships must be designated, reassessed and documented pursuant to
the provisions of SFAS No. 133. Management believes the adoption of this
statement will not have a material effect on the Company.

     RECLASSIFICATIONS -- Certain amounts previously presented in the financial
statements of prior periods have been reclassified to conform to current year
presentation.

     NOTE B. ACQUISITIONS

     In January 1998, APCOA entered into a definitive combination agreement to
acquire all of the outstanding capital stock, partnership and other equity
interests of Standard Parking Corp. and certain of its affiliates ("Standard").
On March 30, 1998, APCOA acquired Standard for consideration consisting of
$65,000 in cash, 16% of the common stock of APCOA outstanding as of January 15,
1998 and the assumption of certain liabilities, including a $5,000 consulting
and non-compete obligation for one of the former owners of Standard, which
represents the current value of the payments to be made, as determined by
consulting actuaries. In addition, on March 30, 1998, APCOA paid to the Standard
owners $2,822, generally representing Standard's earnings from January 1 through
the date of the acquisition and Standard's cash on hand at such time. Financing
of the acquisition included a contribution from AP Holdings of $40,683, in
exchange for redeemable preferred stock, and other transactions as described
below and in Notes D and H.

     The acquisition has been accounted for under the purchase method;
accordingly, Standard's results are included in the consolidated financial
statements of APCOA/Standard from the date of acquisition. Following is the
final purchase price allocation, based on the estimated fair value of assets
acquired and liabilities assumed.

<TABLE>
<S>                                                             <C>
Cash consideration..........................................    $65,000
5.01 shares of common stock issued, at calculated put/call
  value.....................................................      4,589
Closing distribution to the Standard owners.................      2,822
Consulting and non-compete agreement with former owner......      5,000
Direct acquisition costs....................................      7,179
                                                                -------
Total purchase price........................................    $84,590
                                                                =======
Cash........................................................    $ 1,632
Notes and accounts receivable...............................        318
Prepaid expenses............................................        180
Leaseholds and equipment....................................      7,971
Consulting and non-compete agreement........................      5,000
Cost in excess of net assets acquired.......................     77,557
Other assets................................................        415
Accounts payable and accrued expenses.......................     (3,855)
Other costs and liabilities.................................     (4,628)
                                                                -------
                                                                $84,590
                                                                =======
</TABLE>

     The put/call value above is based primarily upon a multiple of EBITDA, as
defined, of the Company. Under certain circumstances the Company can be required
to repurchase these shares, however in no case will the Company be obligated to
do so prior to March 2001. Direct acquisition costs incurred in connection with
the acquisition include investment banking fees of $3,289 and legal and other
professional fees of $3,890.
                                       46
<PAGE>   47
                               AP HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

     The following unaudited pro forma results of operations for 1998 assume the
acquisition of Standard occurred on January 1, 1998.

<TABLE>
<CAPTION>
                                                                  1998
                                                                --------
<S>                                                             <C>
Net revenue.................................................    $210,075
Loss before extraordinary item..............................     (19,697)
</TABLE>

     This pro forma information does not purport to be indicative of the results
that actually would have been obtained if the combination had taken place at the
beginning of the periods presented and is not intended to be a projection of
future results.

     On January 22, 1998, the Company acquired the assets of Huger Parking
Company, LLC, d/b/a Dixie Parking, for $1,000 in cash at closing and $3,250 in
notes payable, of which $1,000 was repaid in March of 1998. The $2,250 balance
is payable over 20 years with interest based on prime. On May 1, 1998, the
Company acquired the remaining 76% interest in Executive Parking Industries LLC,
through the acquisition of all of the outstanding capital stock of S&S Parking,
Inc., the sole asset of which was such 76% interest in EPI, for $7,020 in cash.
In addition, on June 1, 1998, APCOA/Standard acquired all of the outstanding
capital stock of Century Parking, Inc., and Sentry Parking Corporation, for
$5,168 in cash at closing including direct acquisition costs and $1,000 payable
on the third anniversary of the closing date. On September 1, 1998,
APCOA/Standard acquired the operations of Virginia Parking Service, Inc. in a
stock purchase transaction for $3,114 in cash including direct costs, and up to
$1,250 in notes payable over five years with interest at the prime rate.

     On April 1, 1999, the Company acquired the assets of Pacific Rim Parking,
Inc. ("Pacific Rim") in Los Angeles for $750 in cash and up to $750 in
non-interest bearing notes payable over five years. On May 1, 1999 the Company
acquired various contracts of System Parking Inc. in Atlanta for $250 in cash.
Effective as of July 1, 1999 the Company acquired all of the outstanding stock
of Universal Park Holdings, Inc., operating under the names U-Park and Select
Valet Parking, in Vancouver B.C. for Canadian $1,610 plus a multiple of EBITDA
on a future earnout as defined in the agreement.

     All of these acquisitions have been accounted for under the purchase method
and their operating results have been included in the consolidated results since
their respective date of acquisition. The historical operating results of the
businesses prior to acquisition were not material relative to the consolidated
results of APCOA/Standard.

     NOTE C. RESTRUCTURING AND OTHER SPECIAL CHARGES

     During 1998, management performed an analysis of the costs associated with
implementing the business plan of consolidating the Company's headquarters in
Chicago and costs related to Company staff reductions. Included in
"restructuring and other special charges" in the accompanying consolidated
statement of

                                       47
<PAGE>   48
                               AP HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

operations for the years ended December 31, 1999 and 1998 are the following
(expenses are cash unless otherwise stated):

<TABLE>
<CAPTION>
                                                               DECEMBER 31
                                                            -----------------
                                                             1999      1998
                                                            ------    -------
<S>                                                         <C>       <C>
Employee severance costs................................    $1,607    $ 6,900
Employee relocation costs...............................        --      5,000
Increase in insurance reserves..........................        --      2,600
Impairment and abandonment of assets that will no longer
  be used (non-cash expense)............................        --      2,600
Incremental integration costs and other.................     3,070        950
Costs associated with terminated transactions...........     2,175         --
                                                            ------    -------
                                                            $6,852    $18,050
                                                            ======    =======
</TABLE>

     In 1998, the employee severance costs consist of cash compensation and
related expenses to 54 people for whom employment was terminated. The employee
relocation costs are in connection with the relocation and consolidation of the
headquarters of the Company, the relocation of two major field offices, moving
Cleveland headquarters staff members to Chicago and other relocations within the
field organization. The $2,600 increase in insurance reserves results from a
buyout of the insurance program of APCOA in connection with the combination of
APCOA and Standard insurance programs. The impairment and abandonment of assets
that will no longer be used consists of the write-off of $2,600 of capitalized
costs and leasehold improvements. Other incremental integration costs associated
with the restructuring plan that do not qualify as exit costs are expensed as
incurred and included in "Restructuring and other special charges" in the
consolidated statements of operations. These integration costs relate primarily
to actions to facilitate the accounting system consolidation and activities to
realign and centralize administrative and other support functions. In 1999, the
employee severance costs relate primarily to a provision for key management
severance. The integration costs relate primarily to actions to facilitate the
accounting system consolidation and activities to realign and centralize
administrative and other support functions. The costs associated with terminated
transactions relate to expenses incurred for acquisition activity that was
terminated including the cost of a former APCOA/Standard executive.

     NOTE D. BORROWING ARRANGEMENTS

     Long-term borrowings consist of:

<TABLE>
<CAPTION>
                                                                                    AMOUNT OUTSTANDING
                                                                                       DECEMBER 31
                                                  INTEREST                        ----------------------
                                                  RATE(S)          DUE DATE         1999          1998
                                                ------------      ----------      --------      --------
<S>                                             <C>               <C>             <C>           <C>
Senior Subordinated Notes.................      9.25%             March 2008      $140,000      $140,000
Senior Discount Notes.....................      11.25%            March 2008        49,280        44,174
Senior Credit Facility....................      Various           March 2004        18,100            --
Joint venture debentures..................      11.00-15.00%      Various            5,854         4,993
Capital leases and other..................      Various           Various            3,515         4,438
                                                                                  --------      --------
                                                                                   216,749       193,605
Less current portion......................                                           1,328         1,939
                                                                                  --------      --------
                                                                                  $215,421      $191,666
                                                                                  ========      ========
</TABLE>

                                       48
<PAGE>   49
                               AP HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

     APCOA/Standard's 9 1/4% Senior Subordinated Notes were issued in September
of 1998 and are due in March of 2008. The Notes are registered with the
Securities and Exchange Commission. The issuance was exchanged for unregistered
notes with substantially identical terms, which had been issued earlier in 1998
to finance the acquisition of Standard and retire certain existing indebtedness,
and for general working capital purposes.

     AP Holdings' 11 1/4% Senior Discount Notes were issued in September of 1998
and are due in March of 2008. The Discount Notes are registered with the
Securities and Exchange Commission. The issuance was exchanged for unregistered
notes with substantially identical terms, which had been issued earlier in 1998
to finance the purchase of new preferred stock of the Company.

     The Company's Senior Credit Facility ("the Facility") provides for
borrowings of up to $40 million at variable rates based, at the Company's
option, either on LIBOR, the overnight federal funds rate, or the bank's base
rate. Borrowings outstanding at December 31, 1999 bore interest at 9.125% based
on the LIBOR rate. From time to time the Company utilizes the Facility to
provide readily-accessible cash for working capital purposes. The Facility
includes covenants that limit APCOA/Standard from incurring additional
indebtedness, issuing preferred stock or paying dividends, and contains certain
other restrictions. At December 31, 1999, borrowings against the Facility
aggregated $18,100, and letters of credit outstanding against the Facility
aggregated $1,250. As of December 31, 1999, the Company was in compliance with
the covenants contained in the Senior Credit Facility or has obtained the
necessary waivers on or before March 30, 2000. The Facility was amended on March
30, 2000, with the principle changes to the agreement providing for revisions to
interest rates charged on borrowings and certain financial covenants.

     The Notes, Senior Discount Notes, and Senior Credit Facility contain
covenants that limit AP Holdings and APCOA/Standard from incurring additional
indebtedness and issuing preferred stock, restrict dividend payments, limit
transactions with affiliates and restrict certain other transactions.
Substantially all of AP Holdings and APCOA/Standard's net assets are restricted
under these provisions and covenants (See Note J).

     Consolidated joint ventures have entered into four agreements for
stand-alone development projects providing nonrecourse funding. These joint
venture debentures are collateralized by the specific contracts that were funded
and approximate the net book value of the related assets.

     The Company has entered into capital leases and various financing
agreements, which were used for the purchase of equipment and on November 1,
1997, the Company signed interest free promissory notes in the amount of $1,123
to purchase the remaining interest of an unconsolidated subsidiary. The notes
were paid in January 1998.

     The Company paid interest of $15,778; $8,572 and $3,878 in 1999, 1998, and
1997, respectively.

     The aggregate maturities of borrowings outstanding at December 31, 1999 are
as follows:

<TABLE>
<S>                                                             <C>
2000........................................................    $  1,328
2001........................................................       1,301
2002........................................................       1,405
2003........................................................       1,041
2004........................................................      18,999
2005 and thereafter.........................................     192,675
                                                                --------
                                                                $216,749
                                                                ========
</TABLE>

                                       49
<PAGE>   50
                               AP HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

     NOTE E. INCOME TAXES

     AP Holdings is included in the consolidated federal income tax return filed
with its affiliates and has a tax sharing agreement with the affiliates. AP
Holdings's income tax provision is determined on a separate return basis. Income
tax expense consists of foreign, state and local taxes.

     At December 31, 1999, AP Holdings has net operating loss carryforwards of
$64,653 for income tax purposes that expire in years 2004 through 2019. Net
operating loss carryforwards have been utilized to eliminate federal income tax
expense in 1997.

     A reconciliation of AP Holdings' reported income tax expense to the amount
computed by multiplying income (loss) before minority interest and income taxes
by the effective federal income tax rate is as follows:

<TABLE>
<CAPTION>
                                                                 1999       1998      1997
                                                                -------    -------    -----
<S>                                                             <C>        <C>        <C>
Statutory provision (benefit)...............................    $(5,252)   $(8,826)   $ 680
Benefit from carryforward of net operating losses...........         --         --     (680)
Change in valuation allowance...............................      5,252      8,826       --
Foreign, state and local income taxes.......................        752        430      140
                                                                -------    -------    -----
Income tax expense..........................................    $   752    $   430    $ 140
                                                                =======    =======    =====
</TABLE>

     Deferred income taxes reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
Company's deferred tax assets and liabilities as of December 31, 1999 and 1998
are as follows:

<TABLE>
<CAPTION>
                                                                 1999       1998
                                                                -------    -------
<S>                                                             <C>        <C>
Net operating loss carryforwards............................    $25,215    $15,173
Casualty/liability insurance................................         --        990
Accrued compensation........................................      2,569      3,179
Other, net..................................................      1,589      2,450
                                                                -------    -------
                                                                 29,373     21,792
Book over tax depreciation and amortization.................     (1,124)       318
                                                                -------    -------
                                                                 28,249     22,110
Less: valuation allowance for deferred tax assets...........     28,249     22,110
                                                                -------    -------
Net deferred tax assets.....................................    $    --    $    --
                                                                =======    =======
</TABLE>

     For financial reporting purposes, a valuation allowance for deferred tax
assets will continue to be recorded until realization is more likely than not.

     NOTE F. BENEFIT PLANS

     The Company offers deferred compensation arrangements for certain key
executives and sponsors an employees' savings and retirement plan in which
certain employees are eligible to participate. Subject to their continued
employment by the Company, employees offered supplemental pension arrangements
will receive a defined monthly benefit upon attaining age 65. At December 31,
1999 and 1998, the Company has accrued $3,890 and $4,415, respectively,
representing the present value of the future benefit payments. Participants in
the savings and retirement plan may elect to contribute a portion of their
compensation to the plan. The Company, in turn, contributes an amount in cash or
other property as required by the plan. Expenses related to these plans amounted
to $750, $663 and $612 in 1999, 1998 and 1997, respectively.

                                       50
<PAGE>   51
                               AP HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

     The Company also contributes to two multi-employer defined contribution and
nine multi-employer defined benefit plans which cover certain union employees.
Expenses related to these plans were $815, $732 and $418 in 1999, 1998 and 1997,
respectively.

     NOTE G. LEASES

     The Company operates parking facilities under operating leases expiring on
various dates, generally prior to the year 2012. Certain of the leases contain
options to renew at the Company's discretion.

     At December 31, 1999, the Company was committed to install in future years,
at an estimated cost of $444, certain capital improvements at leased facilities.

     Future annual rent expense is not determinable due to the application of
percentage factors based on revenues. At December 31, 1999, the Company's
minimum rental commitments, under all non-cancelable leases with remaining terms
of more than one year, are as follows:

<TABLE>
<S>                                                             <C>
2000........................................................    $24,642
2001........................................................     23,785
2002........................................................     19,816
2003........................................................     13,293
2004........................................................      9,933
2005 and thereafter.........................................     37,035
</TABLE>

     Rent expense, including percentage rents, was $133,962, $105,452 and
$69,113 in 1999, 1998 and 1997, respectively.

     NOTE H. STOCKHOLDERS' EQUITY

     On December 29, 1999, AP Holdings' Board of Directors approved the
following recapitalization actions:

          (a) Twenty thousand shares of Class A common stock, par value $.01 per
     share, were authorized. No shares were issued. Each share issued will have
     one vote.

          (b) Each of the outstanding shares of common stock (7,920 shares) was
     converted to 7,920 shares of Class B Common Stock, par value $.01 per
     share. Twenty thousand shares of Class B common stock were authorized. Each
     share issued will have ten votes. The previously issued common shares were
     reclassified as Class B. Each Class B share is convertible into one Class A
     share at any time.

          (c) Twenty three thousand shares of Preferred Stock, par value $.01
     per share, were authorized. Nine thousand shares were designated as Series
     A Cumulative Preferred Stock. Each Series A share is convertible into
     1.04762 shares of Class A Common Stock. Dividends are payable quarterly at
     13%. The preferred shares are mandatorily redeemable on December 31, 2008
     at a redemption price of $9 per share, plus accrued and unpaid dividends.
     Accordingly, the Preferred Stock was reclassified to Redeemable Preferred
     Stock as of December 29, 1999.

     NOTE I. CONTINGENCY AND RELATED PARTY TRANSACTIONS

     AP Holdings' parent company is Holberg Industries, Inc. ("Holberg"); a
privately held diversified service company located in Greenwich, Connecticut.
Holberg also owns AmeriServe Food Distribution, Inc. ("AmeriServe"), one of the
nation's largest food service distributors servicing quick-service and casual
dining restaurants in the United States, Canada and Mexico. AmeriServe filed for
bankruptcy protection under Chapter 11 of the Bankruptcy Code on January 31,
2000.

                                       51
<PAGE>   52
                               AP HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

     AP Holdings and AmeriServe are separate and distinct companies with
independent sources of funding. However, the AmeriServe Chapter 11 filing is a
default under certain debt instruments of Holberg. As a result of such defaults,
the creditors of Holberg could take control of Holberg or its subsidiary, AP
Holdings, Inc. ("Holdings"). A change in control of Holberg or Holdings would
also constitute a change in control of APCOA under the APCOA/Standard debt
instruments and of Holdings under its bond indenture. In the event of such a
change in control of APCOA/Standard of Holdings, the terms of APCOA/Standard's
senior bank credit facility and subordinated bond indenture and of Holdings'
bond indenture permit the APCOA/Standard and Holdings creditors, if they believe
it were in their interest to do so, to call for immediate payment under such
instruments, and APCOA/Standard's or Holdings' failure to pay on such terms
would constitute a default thereunder. Holberg and its creditors are negotiating
to restructure the debt and eliminate the defaults created as a result of the
AmeriServe Chapter 11 filing. Although Holberg currently expects to complete the
restructuring of the debt, and further currently expects that its creditors will
not in any event seek to obtain control of Holberg, there can be no assurance
that Holberg will be successful in restructuring its debt and eliminating the
existing defaults, or that Holberg's creditors will not seek to obtain control
of Holberg, and should APCOA/Standard's or Holdings' indebtedness be accelerated
as a result of any action by Holberg's creditors, there is no assurance that
APCOA/Standard or Holdings would have sufficient funds to satisfy such
obligations.

     Due from affiliates includes an amount due from Holberg of $2,620 as the
result of various transactions between the Company and Holberg including net
cash transferred and reimbursement of certain expenses paid by APCOA/Standard on
AP Holdings behalf. Interest is recorded on amounts due based on current
investment rates of return.

     Until January 1999, the Company participated in a master insurance program
with Holberg which served to reduce the insurance costs of the combined group.
In connection with the insurance program, during 1998 the Company placed $2,200
on deposit with a Holberg affiliate for insurance collateral purposes.

     Due to the current financial situation of AmeriServe and its potential
impact on Holberg and indirectly AP Holdings, the Company has reclassified the
$4,820 of advances to and deposits with these affiliates from a long-term asset
to stockholders' equity. Such reclassification was made due to uncertainty
regarding the ability of the affiliates to repay such amounts without
potentially receiving distributions from the Company.

     Other Related Party Transactions

     In connection with the acquisition of Standard in 1998, the Company made a
$6,511 non-cash distribution to Holberg of a receivable for that amount due from
Holberg to the Company.

     The Company used $8,728 of proceeds from the financing obtained in
connection with the acquisition of Standard to redeem $8,000 of preferred stock
held by Holberg. The remaining $728 was contributed by Holberg to the capital of
the Company.

     NOTE J. SUBSIDIARY GUARANTORS

     All of the Company's direct or indirect wholly owned domestic subsidiaries,
including Standard, other than inactive subsidiaries, fully, unconditionally,
jointly and severally guarantee the Senior Subordinated Notes discussed in Note
D. Separate financial statements of the guarantor subsidiaries are not
separately presented because, in the opinion of management, such financial
statements are not material to investors. The non-guarantor subsidiaries include
joint ventures, wholly owned subsidiaries of the Company organized under the
laws of foreign jurisdictions and inactive subsidiaries, all of which are
included in the consolidated financial

                                       52
<PAGE>   53
                               AP HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

statements. The following is summarized combining financial information for
APCOA/Standard, the guarantor subsidiaries of the Company and the non-guarantor
subsidiaries of the Company:

<TABLE>
<CAPTION>
                                              APCOA/     GUARANTOR     NON-GUARANTOR
                                             STANDARD   SUBSIDIARIES   SUBSIDIARIES    ELIMINATION    TOTAL
                                             --------   ------------   -------------   -----------   --------
<S>                                          <C>        <C>            <C>             <C>           <C>
1999
Balance Sheet Data:
  Cash and cash equivalents................  $  2,569     $  1,963        $   683       $      --    $  5,215
  Notes and accounts receivable............    34,973        2,606          5,136              --      42,715
  Current assets...........................    39,130        4,608          5,837              --      49,575
  Leaseholds and equipment, net............    17,204        9,263          6,192              --      32,659
  Cost in excess of net assets acquired,
    net....................................    19,536       92,590          2,797              --     114,923
  Investment in subsidiaries...............   102,639           --             --        (102,639)         --
  Total assets.............................   187,655      112,225         16,029        (102,639)    213,270
  Accounts payable.........................    15,860        5,962          3,467              --      25,289
  Current liabilities......................    41,423       10,439          9,893              --      61,755
  Long-term borrowings, excluding current
    portion................................   160,667          371          5,103              --     166,141
  Redeemable preferred stock...............    49,280           --             --              --      49,280
  Common stock subject to put/call
    rights.................................     4,589           --             --              --       4,589
  Total stockholders' equity (deficit).....   (76,402)      98,889            541        (102,639)    (79,611)
  Total liabilities and stockholders'
    equity.................................   187,655      112,225         16,029        (102,639)    213,270
Income Statement Data:
  Parking revenue..........................  $107,555     $ 99,551        $40,793       $      --    $247,899
  Gross profit.............................    25,149       24,278          5,378              --      54,805
  Restructuring and other special
    charges................................     5,577           --             --              --       5,577
  Depreciation and amortization............     4,492        3,828          1,023              --       9,343
  Operating income (loss)..................    10,839       (7,219)         3,812              --       7,432
  Interest expense (income) net............    15,225          (86)           545              --      15,684
  Equity in earnings of subsidiaries.......    (4,700)          --             --           4,700          --
  Net income (loss)........................    (9,472)      (7,133)         2,433           4,700      (9,472)
Cash Flows Data:
  Net cash used in operating activities....  $(15,769)    $ (1,740)       $  (200)      $      --    $(17,709)
  Investing activities:
  Purchase of leaseholds and equipment.....    (7,126)      (3,135)            --              --     (10,261)
  Purchase of leaseholds and equipment by
    joint ventures.........................        --           --           (339)             --        (339)
  Businesses acquired......................    (3,181)          --             --              --      (3,181)
  Other....................................       250           --             --              --         250
                                             --------     --------        -------       ---------    --------
Net cash used in investing activities......   (10,057)      (3,135)          (339)             --     (13,531)
Financing activities:
  Proceeds from long-term borrowings.......    18,100           --             --              --      18,100
  Payments on long-term borrowings.........    (1,660)          --             --              --      (1,660)
  Proceeds from joint venture borrowings...     1,281                                                   1,281
  Payments on joint venture borrowings.....      (558)                                                   (558)
  Payments of debt issuance costs..........      (319)          --             --              --        (319)
                                             --------     --------        -------       ---------    --------
Net cash provided by (used in) financing
  activities...............................    16,844           --             --              --      16,844
Effect of exchange rate changes............       428           --             --              --         428
</TABLE>

                                       53
<PAGE>   54
                               AP HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                              APCOA/     GUARANTOR     NON-GUARANTOR
                                             STANDARD   SUBSIDIARIES   SUBSIDIARIES    ELIMINATION    TOTAL
                                             --------   ------------   -------------   -----------   --------
<S>                                          <C>        <C>            <C>             <C>           <C>
1998
Balance Sheet Data:
  Cash and cash equivalents................  $ 10,784     $  7,177        $ 1,222       $      --    $ 19,183
  Notes and accounts receivable............    27,406        3,657          1,576              --      32,639
  Current assets...........................    38,886       11,968          3,774              --      54,628
  Leaseholds and equipment, net............    12,129       10,086          5,403              --      27,618
  Cost in excess of net assets acquired,
    net....................................    18,966       88,961            814              --     108,741
  Investment in subsidiaries...............   107,293           --             --        (107,293)         --
  Total assets.............................   193,411      118,881         11,770        (107,293)    216,769
  Accounts payable.........................    11,235        6,390            559              --      18,184
  Current liabilities......................    40,757       16,022          6,968              --      63,747
  Long-term borrowings, excluding current
    portion................................   142,716          277          4,499              --     147,492
  Redeemable preferred stock...............    44,174           --             --              --      44,174
  Common stock subject to put/call
    rights.................................     4,589           --             --              --       4,589
  Total stockholders' equity (deficit).....   (48,710)     101,544           (449)       (107,293)    (54,908)
  Total liabilities and stockholders'
    equity.................................   193,411      118,881         11,770        (107,293)    216,769
Income Statement Data:
  Parking revenue..........................  $ 82,764     $ 76,087        $36,666       $      --    $195,517
  Gross profit.............................    20,034       18,173          2,080              --      40,287
  Restructuring and other special
    charges................................    18,050           --             --              --      18,050
  Depreciation and amortization............     3,533        2,955            947              --       7,435
  Operating income (loss)..................    (9,782)         807            271              --      (8,704)
  Interest expense (income), net...........    10,311          (12)           639              --      10,938
  Equity in earnings of subsidiaries.......       (46)          --             --              46          --
  Net income (loss)........................   (23,375)         809           (855)             46     (23,375)
Cash Flows Data:
  Net cash provided by (used in) operating
    activities.............................  $(25,729)    $  3,816        $ 1,532       $      --    $(20,381)
  Investing activities:
    Purchase of leaseholds and equipment...    (5,387)      (1,476)          (828)             --      (7,691)
    Purchase of leaseholds and equipment by
      joint ventures.......................        --           --           (828)             --        (828)
    Businesses acquired....................   (90,863)       3,818             --              --     (87,045)
    Other..................................      (461)          --             --              --        (461)
                                             --------     --------        -------       ---------    --------
  Net cash provided by (used in) investing
    activities.............................   (96,711)       2,342         (1,656)             --     (96,025)
  Financing activities:
    Proceeds from long-term borrowings.....   140,000           --             --              --     140,000
    Payments on long-term borrowings.......   (32,298)          --           (530)             --     (32,828)
    Payments of debt issuance costs........    (7,588)          --             --              --      (7,588)
    Proceeds from issuance of preferred
      stock................................    40,683           --             --              --      40,683
    Redemption of redeemable preferred
stock......................................    (8,000)          --             --              --      (8,000)
                                             --------     --------        -------       ---------    --------
  Net cash provided by financing
    activities.............................   132,797           --           (530)             --     132,267
</TABLE>

                                       54
<PAGE>   55
                               AP HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
1997
----
<S>                                                 <C>       <C>      <C>       <C>       <C>
Balance Sheet Data:
  Notes and accounts receivable...................  $10,587   $  326   $ 2,893   $    --   $ 13,806
  Current assets..................................   12,801    1,292     4,161        --     18,254
  Leaseholds and equipment, net...................    6,246      227     5,867        --     12,340
  Cost in excess of net assets acquired, net......   16,190    1,432       835        --     18,457
  Investment in subsidiaries......................    3,652       --        --    (3,652)        --
          Total assets............................   46,000    3,477    13,270    (3,652)    59,095
  Accounts payable................................   13,574    1,756     1,071        --     16,401
  Current liabilities.............................   26,593    2,178     6,542        --     35,313
  Long-term borrowings, excluding current
     portion......................................   28,747       --     5,434        --     34,181
  Redeemable preferred stock......................    8,728       --        --        --      8,728
          Total stockholders' equity (deficit)....  (20,229)   1,219       403    (3,652)   (22,259)
          Total liabilities and stockholders'
            equity................................   46,000    3,477    13,270    (3,652)    59,095
Income Statement Data:
  Parking revenue.................................  $80,079   $3,439   $34,186   $    --   $117,704
  Gross profit....................................   18,400      940     3,518        --     22,858
  Depreciation and amortization...................    2,836       65       866        --      3,767
  Operating income................................    4,451      419       693        --      5,563
  Interest expense (income), net..................    2,654       --       589        --      3,243
  Equity in earnings of subsidiaries..............      202       --        --      (202)        --
  Net income (loss)...............................    1,859      419      (217)     (202)     1,859
Cash Flows Data:
  Net cash provided by (used in) operating
     activities...................................  $  (173)  $  704   $   400   $    --   $    931
  Investing activities:
  Purchase of leaseholds and equipment............   (2,357)      --      (480)       --     (2,837)
     Other........................................   (1,467)      81       631        --       (755)
  Net cash provided by (used in) investing
     activities...................................   (3,824)      81       151        --     (3,592)
  Financing activities:
     Proceeds from long-term borrowings...........    4,269       --       400        --      4,669
     Payments on long-term borrowings.............     (685)      --      (533)       --     (1,218)
  Net cash provided by (used in) financing
     activities...................................    3,584       --      (133)       --      3,451
</TABLE>

     NOTE K. LEGAL PROCEEDINGS

     In the normal course of business, the Company is involved in disputes,
generally regarding the terms of lease agreements. In the opinion of management,
the outcome of these disputes and litigation will not have a material adverse
effect on the consolidated financial position or operating results of the
Company.

                                       55
<PAGE>   56

                               AP HOLDINGS, INC.

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                            ADDITIONS
                                                      ----------------------
                                        BALANCE AT    CHARGED TO    CHARGED                                      BALANCE
                                        BEGINNING     COSTS AND     TO OTHER    ACQUISITIONS                     AT END
                                         OF YEAR       EXPENSES     ACCOUNTS      BALANCE       DEDUCTIONS(1)     YEAR
                                        ----------    ----------    --------    ------------    -------------    -------
<S>                                     <C>           <C>           <C>         <C>             <C>              <C>
Year ended December 31, 1997:
  Deducted from asset accounts
  Allowance for doubtful accounts...      $  315         $139         --              --            $(11)        $  443
Year ended December 31, 1998:
  Deducted from asset accounts
  Allowance for doubtful accounts...         443          317         --           1,000             (17)         1,743
Year ended December 31, 1999:
  Deducted from asset accounts
  Allowance for doubtful Accounts...       1,743          873         --              --            (315)         2,301
</TABLE>

---------------

(1) Represents uncollectible account written off, net of recoveries.

                                       56
<PAGE>   57

                                   SIGNATURES

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

                                          AP HOLDINGS, INC.

                                          By:      /s/ JOHN V. HOLTEN
                                            ------------------------------------
                                                       John V. Holten
                                                   Chairman and Director

                                          Date              3/30/00
                                             -----------------------------------

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                    NAME                                              TITLE                       DATE
                    ----                                              -----                       ----
<C>                                                 <S>                                          <C>

                         /s/                        Chairman and Director                        3/30/00
---------------------------------------------
               John V. Holten

                       /s/                          Treasurer (Principal Financial and           3/30/00
---------------------------------------------       Accounting Officer)
            Michael J. Celebrezze

                       /s/                          Director                                     3/30/00
---------------------------------------------
           G. Walter Stuelpe, Jr.

                       /s/                          Assistant Secretary and Director             3/30/00
---------------------------------------------
             Gunnar E. Klintberg

                        /s/                         Attorney-in-Fact                             3/30/00
---------------------------------------------
               Robert N. Sacks
</TABLE>

                                       57
<PAGE>   58

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
<S>        <C>
 1.1       Purchase Agreement, by and among AP Holdings and Donaldson,
           Lufkin & Jenrette Securities Corporation, dated as of March
           25, 1998 (incorporated by reference to Exhibit 1.1 to the
           Registrant's Registration Statement Form S-4 No. 333-50433
           filed April 17, 1998, August 11, 1998 and August 14, 1998,
           (the "Registration Statement")).
 2.1       Combination Agreement, dated as of January 15, 1998, by and
           between APCOA, Inc. and the Standard Owners (incorporated by
           reference to Exhibit 2.1 to the Registration Statement).
 3.1       Restated Certificate of Incorporation of AP Holdings.
 3.2       By-Laws of AP Holdings (incorporated by reference to Exhibit
           3.2 to the Registration Statement).
 4.1       Indenture, dated as of March 30, 1998, by and among AP
           Holdings and State Street Bank and Trust Company, with
           respect to the New Notes (incorporated by reference to
           Exhibit 4.1 to the Registration Statement).
 4.2       Form of New Note (included as Exhibit A to Exhibit 4.1).
 4.3       Form of New Note Guarantee (included as Exhibit D to Exhibit
           4.1).
 4.4       Supplemental Indenture, dated as of January 12, 1999 by and
           among APCOA LaSalle Parking Company, LLC, the Company and
           State Street Bank and Trust Company (incorporated by
           reference to Exhibit 4.4 to the Company's Annual Report on
           Form 10-K filed for December 31, 1998).
 4.5       Supplemental Indenture, dated as of September 21, 1998,
           among Virginia Parking Service, Inc., the Company, and State
           Street Bank and Trust Company (incorporated by reference to
           Exhibit 4.5 to the Company's Annual Report on Form 10-K
           filed for December 31, 1998).
 4.6       Supplemental Indenture, dated as of July 6, 1998, among S&S
           Parking, Century Parking, Inc. and Sentry Parking
           Corporation, the Company, and State Street Bank and Trust
           Company (incorporated by reference to Exhibit 4.6 to the
           Company's Annual Report on Form 10-K filed for December 31,
           1998).
 4.7       First Amendment to the Senior Credit Facility dated November
           12, 1999 by and among the Company, the Lenders and Bank One
           NA, as agent for the Lenders (incorporated by reference to
           Exhibit 4.7 to the Company's September 30, 1999 Form 10-Q).
 4.8       Second Amendment to the Senior Credit Facility dated March
           30, 2000 by and among the Company, the Lenders and Bank One
           N.A., as agent for the Lenders.
10.2       Credit Agreement, dated as of March 30, 1998, by and among
           the Company, The First National Bank of Chicago, as Agent
           and Lender, and the Other Financial Institutions party
           thereto (incorporated by reference to Exhibit 10.2 to the
           Registration Statement).
10.3       Stockholders' Agreement, dated as of March 30, 1998, by and
           among Dosher Partners, L.P., SP Associates, Holberg, AP
           Holdings and the Company (incorporated by reference to
           Exhibit 10.3 to the Registration Statement).
10.4       Stockholders Agreement, dated as of April 14, 1989, by and
           among AP Holdings, Holberg, and each member of the
           management of the Company who is a stockholder of AP
           Holdings (incorporated by reference to Exhibit 10.4 to the
           Registration Statement).
10.5       Tax Sharing Agreement, dated as of April 28, 1989, as
           amended as of March 30, 1998, by and among Holberg, AP
           Holdings and the Company (incorporated by reference to
           Exhibit 10.5 to the Registration Statement).
10.6       Employment Agreement between the Company and Myron C.
           Warshauer (incorporated by reference to Exhibit 10.6 to the
           Registration Statement).
</TABLE>

                                       58
<PAGE>   59

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
<S>        <C>
10.7       Employment Agreement between the Company and G. Walter
           Stuelpe, Jr. (incorporated by reference to Exhibit to the
           Registration Statement).
10.8       Executive Transition Agreement between the Company and James
           V. LaRocco, Jr. (incorporated by reference to Exhibit 10.8
           to the Registration Statement).
10.12      Employment Agreement between the Company and Michael K. Wolf
           (incorporated by reference to Exhibit 10.12 to the
           Registration Statement).
10.13      Deferred Compensation Agreement between the Company and
           Michael K. Wolf (incorporated by reference to Exhibit 10.13
           to the Registration Statement).
10.14      Company Retirement Plan for Key Executive Officers
           (incorporated by reference to Exhibit 10.14 to the
           Registration Statement).
10.15      Consulting Agreement between the Company and Sidney
           Warshauer (incorporated by reference to Exhibit 10.1 to the
           Registration Statement).
10.17      Consent and Joinder to Stockholders' Agreement dated as of
           October 1, 1998 by and among the Company, Dosher Partners,
           L.P., SP Associates, Holberg, AP Holdings and Waverly.
           (incorporated by reference to Exhibit 10.17 to the Company's
           Annual Report on Form 10-K filed for December 31, 1998).
10.18      Employment Agreement between the Company and James A.
           Wilhelm.
10.19      Employment Agreement between the Company and Steven
           Warshauer.
10.20      Settlement Agreement and Release between the Company and C.
           Walter Stuelpe Jr.
21.1       Subsidiaries of AP Holdings (incorporated by reference to
           Exhibit 21.1 to the Registration Statement).
25.1       Statement of Eligibility and Qualification of Trustee on
           Form T-1 of State Street Bank and Trust Company under the
           Trust Indenture Act of 1939 (incorporated by reference to
           Exhibit 25.1 to the Registration Statement).
27.1       Financial Data Schedule.
</TABLE>

                                       59