<PAGE>   1





                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
                        COMMISSION FILE NUMBER: 333-50433


                                AP HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  DELAWARE                              06-1269403
       (State or Other Jurisdiction of               (I.R.S. Employer
        Incorporation or Organization)               Identification No.)


           900 N. MICHIGAN AVENUE,                    (312) 274-2000
        CHICAGO, ILLINOIS  60611-1542         (Registrant's Telephone Number,
  (Address of Principal Executive Offices)         Including Area Code)




Former name, address and fiscal year, if changed since last report:

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 period 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





<PAGE>   2


                                AP HOLDINGS, INC.
                                 FORM 10-Q INDEX

<TABLE>
<S>           <C>                                                                                                 <C>
Part I.       Financial Information

     Item 1.    Financial Statements (Unaudited):

                Condensed Consolidated Balance Sheets as of September 30, 1999
                and December 31, 1998...............................................................................3

                Condensed Consolidated Statements of Operations for the three and nine
                months ended September  30, 1999 and September 30, 1998.............................................4

                Condensed Consolidated Statements of Cash Flows for the nine
                months ended September 30, 1999 and September 30, 1998..............................................5

                Notes to Condensed Consolidated Financial Statements................................................6

     Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations..............11

     Item 3.    Quantitative and Qualitative Disclosures About Market Risk.........................................17

Part II.      Other Information

     Item 1.    Legal Proceedings..................................................................................18

     Item 2.    Changes in Securities and Use of Proceeds..........................................................18

     Item 3.    Defaults upon Senior Securities....................................................................18

     Item 4.    Submission of Matters to a Vote of Security Holders................................................18

     Item 5.    Other Information..................................................................................18

     Item 6.    Exhibits and Reports on Form 8-K...................................................................18

Signatures.........................................................................................................19

Exhibits...........................................................................................................20
</TABLE>








                                       2

<PAGE>   3


PART I       FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS


                                AP HOLDINGS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT FOR SHARE DATA)

<TABLE>
<CAPTION>
                                                                             SEPTEMBER 30, 1999       DECEMBER 31, 1998
                                                                             ------------------       -----------------
                                    ASSETS                                       (UNAUDITED)             (SEE NOTE)
<S>                                                                               <C>                    <C>
Current assets:
   Cash and cash equivalents ...............................................      $   6,887              $  19,183
   Notes and accounts receivable, net ......................................         36,969                 32,639
   Prepaid expenses and supplies ...........................................          1,766                  2,806
                                                                                  ---------              ---------
Total current assets .......................................................         45,622                 54,628

Leaseholds and equipment, net ..............................................         34,309                 27,618
Advances and deposits ......................................................          2,635                  3,318
Cost in excess of net assets acquired ......................................        108,686                108,741
Intangible and other assets ................................................         15,788                 17,943
Due from affiliate .........................................................          2,580                    409
                                                                                  ---------              ---------

   Total assets ............................................................      $ 209,620              $ 212,657
                                                                                  =========              =========
                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable ........................................................      $  15,377              $  18,184
   Accrued and other current liabilities ...................................         26,171                 43,624
   Current portion of long-term borrowings .................................          1,201                  1,939
                                                                                  ---------              ---------
Total current liabilities ..................................................         42,749                 63,747

Long-term borrowings, excluding current portion ............................        215,923                191,666
Other long-term liabilities ................................................         11,123                 11,675

Common stock of subsidiary subject to put/call rights;
   5.01 shares issued and outstanding ......................................          4,589                  4,589

Stockholders' deficit:
Preferred stock, 12% quarterly, cumulative, par value $.01 per share, 10,000
   shares authorized; 3,432.7 shares at September 30, 1999 and 3,151.7
   shares at December 31, 1998 issued and outstanding ......................         30,995                 28,364
Common stock, par value $1.00 per share; 1,000 shares authorized;
   26.3 shares issued and outstanding ......................................              1                      1
Additional paid-in capital .................................................          2,088                  2,088
Accumulated deficit ........................................................        (97,848)               (89,473)
                                                                                  ---------              ---------
Total stockholders' deficit ................................................        (64,764)               (59,020)
                                                                                  ---------              ---------

   Total liabilities and stockholders' deficit .............................      $ 209,620              $ 212,657
                                                                                  =========              =========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.

Note: The balance sheet at December 31, 1998 has been derived from the audited
      financial statement at that date but does not include all of the
      information and footnotes required by generally accepted accounting
      principles for complete financial statements.





                                       3

<PAGE>   4


                                AP HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            (IN THOUSANDS, UNAUDITED)


<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED                             NINE MONTHS ENDED
                                           -----------------------------------------     ------------------------------------------
                                           SEPTEMBER 30, 1999     SEPTEMBER 30, 1998     SEPTEMBER 30, 1999      SEPTEMBER 30, 1998
                                           ------------------     ------------------     ------------------      ------------------
<S>                                            <C>                    <C>                    <C>                     <C>
Gross customer collections ............        $   356,500            $   284,000            $ 1,012,100             $   723,200
                                               ===========            ===========            ===========             ===========

Parking services revenue:
    Lease contracts ...................        $    46,841            $    45,426            $   147,366             $   110,727
    Management contracts ..............             13,435                 10,532                 36,609                  24,079
                                               -----------            -----------            -----------             -----------
                                                    60,276                 55,958                183,975                 134,806



Cost of parking services:
    Lease contracts ...................             40,523                 40,294                129,415                  98,446
    Management contracts ..............              5,018                  3,473                 13,180                   8,284
                                               -----------            -----------            -----------             -----------
                                                    45,541                 43,767                142,595                 106,730
                                               -----------            -----------            -----------             -----------

Gross profit ..........................             14,735                 12,191                 41,380                  28,076

General and administrative expenses ...              8,580                  7,302                 23,096                  16,663
Restructuring and other unusual costs..                955                     --                  1,365                  14,100
Depreciation and amortization .........              2,284                  1,948                  6,434                   4,919
                                               -----------            -----------            -----------             -----------

Operating income (loss) ...............              2,916                  2,941                 10,485                  (7,606)
Interest expense (income):
    Interest expense ..................              5,342                  4,927                 15,807                  10,922
    Interest income ...................               (354)                  (478)                  (461)                 (1,264)
                                               -----------            -----------            -----------             -----------
                                                     4,988                  4,449                 15,346                   9,658
                                               -----------            -----------            -----------             -----------

Loss before minority interest, income
    taxes and extraordinary item ......             (2,072)                (1,508)                (4,861)                (17,264)
Minority interest .....................                102                    144                    359                     395
Income tax expense ....................                241                    185                    524                     245
                                               -----------            -----------            -----------             -----------
Loss before extraordinary item ........             (2,415)                (1,837)                (5,744)                (17,904)

Extraordinary item ....................                 --                     --                     --                   2,816
                                               -----------            -----------            -----------             -----------


Net loss ..............................             (2,415)                (1,837)                (5,744)                (20,720)
Preferred stock dividends .............               (904)                  (802)                (2,631)                 (2,337)
                                               -----------            -----------            -----------             -----------

Net loss available for common
    stockholders ......................        $    (3,319)           $    (2,639)           $    (8,375)            $   (23,057)
                                               ===========            ===========            ===========             ===========
</TABLE>







            See Notes to Condensed Consolidated Financial Statements.






                                       4
<PAGE>   5


                                AP HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (IN THOUSANDS, UNAUDITED)




<TABLE>
<CAPTION>
                                                                                     NINE MONTHS ENDED
                                                                     ------------------------------------------------
                                                                     SEPTEMBER 30, 1999            SEPTEMBER 30, 1998
                                                                     ------------------            ------------------
<S>                                                                      <C>                           <C>
OPERATING ACTIVITIES:
Net loss ...........................................................     $  (5,744)                    $ (20,720)
Adjustments to reconcile net loss to net cash
used in operations:
   Depreciation and amortization ...................................         6,434                         4,919
   Provision for impairment of assets ..............................            --                         2,400
   Interest accreted on long-term borrowing ........................         3,777                         2,346
   Change in operating assets and liabilities, net of acquisitions .       (25,296)                      (10,114)
                                                                         ---------                     ---------
Net cash used in operating activities ..............................       (20,829)                      (21,169)


INVESTING ACTIVITIES:
Businesses acquired, net of cash, and including direct
   acquisition costs ...............................................        (3,104)                      (87,648)
Purchase of leaseholds and equipment ...............................        (6,996)                       (4,275)
Purchase of leaseholds and equipment by joint ventures .............          (303)                         (299)
Increase in other assets ...........................................            --                        (1,073)
                                                                         ---------                     ---------
Net cash used in investing activities ..............................       (10,403)                      (93,295)


FINANCING ACTIVITIES:
Proceeds from long-term borrowings .................................        20,550                       190,139
Payments on long-term borrowings ...................................        (1,284)                      (41,801)
Payments on joint venture borrowings ...............................          (330)                         (400)
Payments of debt issuance costs ....................................            --                        (6,180)
Redemption of redeemable preferred stock ...........................            --                        (8,000)
Redemption of common stock subject to put/call rights ..............            --                        (4,000)
                                                                         ---------                     ---------
Net cash provided by financing activities ..........................        18,936                       129,758


Increase (decrease) in cash and cash equivalents ...................       (12,296)                       15,294
Cash and cash equivalents at beginning of period ...................        19,183                         3,322
                                                                         ---------                     ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD .........................     $   6,887                     $  18,616
                                                                         =========                     =========


SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
   Interest ........................................................     $  13,557                     $   8,619
   Taxes ...........................................................           487                           219
</TABLE>



            See Notes to Condensed Consolidated Financial Statements.








                                       5

<PAGE>   6


                                AP HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1999
                            (IN THOUSANDS, UNAUDITED)

1.     INTERIM FINANCIAL DATA

         AP Holdings ("Holdings") is a subsidiary of Holberg Industries, Inc.
("Holberg"), which owns 84% of the outstanding voting stock and 100% of the
preferred stock of APCOA/Standard Parking, Inc. ("APCOA/Standard" or "the
Company"), formerly known as APCOA, Inc. ("APCOA"). APCOA/Standard accounts for
all of Holdings' assets and Holdings conducts substantially all of its business
through APCOA/Standard.

         The accompanying unaudited condensed consolidated financial statements
of Holdings, have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements.

         In the opinion of management, all adjustments (consisting only of
adjustments of a normal and recurring nature) considered necessary for a fair
presentation of the financial position and results of operations have been
included. Operating results for the nine-month period ended September 30, 1999
are not necessarily indicative of the results that might be expected for the
fiscal year ending December 31, 1999. The financial statements presented in this
Report should be read in conjunction with the consolidated financial statements
and footnotes thereto included in Holdings' 1998 Form 10-K filed March 31, 1999.

         Certain reclassifications have been made to the 1998 financial
information to conform to the 1999 presentation.

2.     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 Corporation 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, Inc., the parent company of APCOA, of $40,683, in exchange for
redeemable preferred stock, and other transactions as described below and in
Note 3.

         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 upon a final determination of the 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...........................................................................     $  1,711
         Notes and accounts receivable..................................................        1,815
         Prepaid expenses...............................................................          545
         Leaseholds and equipment.......................................................        7,971
         Consulting and non-compete agreement...........................................        5,000
         Cost in excess of net assets acquired..........................................       74,519
         Other assets...................................................................          415
         Accounts payable and accrued expenses..........................................       (2,758)
         Other costs and liabilities....................................................       (4,628)
                                                                                             --------
                                                                                             $ 84,590
                                                                                             ========
</TABLE>




                                       6

<PAGE>   7



                                AP HOLDINGS, INC.
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

         The put/call value for the 5.01 shares of common stock described 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.

         Other costs and liabilities include pre-existing Standard vacation and
bonus liabilities of $1,089. Also included in other costs and liabilities are
software modifications of $870, re-branding costs of $510 and other costs of
$2,159 incurred in connection with the Company's business plan to integrate
Standard's operations.

         The following unaudited pro forma results of operations for the
nine-month period ended September 30, 1998 assume the acquisition of Standard
occurred at the beginning of the period presented:


                                                      NINE MONTHS ENDED
                                                      SEPTEMBER 30, 1998
                                                      ------------------
               Net revenue..........................      $ 149,365
               Loss before extraordinary item.......        (17,993)


         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 period 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. 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 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. All of
these acquisitions have been accounted for under the purchase method,
accordingly operating results of the acquired companies have been included in
the Condensed Consolidated Financial Statements from the date of acquisition.
The historical operating results of the businesses prior to acquisition were not
material to the consolidated results of APCOA/Standard.

         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 $1,130 plus a multiple of EBITDA on a
future earnout as defined in the agreement. These acquisitions have been
accounted for under the purchase method. The historical operating results of the
businesses prior to acquisition were not material relative to the consolidated
results of APCOA/Standard.

3.     RESTRUCTURING AND OTHER UNUSUAL COSTS

         In conjunction with the March 1998 acquisition of Standard (See Note
2), the Company adopted a business plan which included consolidating the
Company's headquarters in Chicago and company staff reductions. Through
September 30, 1999, restructuring and other unusual costs aggregating $19,415
have been recorded in connection with the implementation of this plan. Of the
$16,740 cash component of this total, $16,437 has been disbursed through
September 30, 1999, and it is expected that the remainder will be disbursed by
the end of 1999.

         Included in "Restructuring and other unusual costs" in the accompanying
condensed consolidated statements of operations for the nine months ended
September 30, 1999 and 1998 are the following:




                                       7

<PAGE>   8


<TABLE>
<CAPTION>
                                                                     SIX MONTHS ENDED
                                                        -----------------------------------------
                                                        SEPTEMBER 30, 1999     SEPTEMBER 30, 1998
                                                        ------------------     ------------------
<S>                                                          <C>                    <C>
Employee severance costs ..............................      $    --                $ 5,400
Employee relocation costs .............................           --                  5,000
Impairment of assets that will no longer be used
   (non-cash expenses) ................................           --                  2,400
Increase in insurance reserves ........................           --                  1,000
Incremental integration costs and other ...............        1,365                    300
                                                             -------                -------
                                                             $ 1,365                $14,100
                                                             =======                =======
</TABLE>


         Employee severance costs consist of cash compensation and related
expenses to 54 people for whom employment was terminated. Employee relocation
costs relate to 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 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 capitalized organization 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 unusual costs" in the
Condensed 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.

4.     BORROWING ARRANGEMENTS

         APCOA/Standard's $140,000 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 Notes were 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.

         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 March 1998 acquisitions of Standard (see Note 2).

         In March of 1998, the Company entered into a $40,000 revolving Senior
Credit Facility (the "Facility") with a group of banks. Rates of interest on
borrowings against the Facility are indexed to certain key variable rates. At
September 30, 1999, borrowings under the Facility aggregated $20,550 and there
were letters of credit outstanding against this Facility of $1,250.

         The Notes and Senior Credit Facility contain covenants that limit
APCOA/Standard from incurring additional indebtedness and issuing capital stock,
restrict dividend payments, limit transaction with affiliates and restrict
certain other transactions. Substantially all of APCOA/Standard's net assets are
restricted under these provisions and covenants See Note 5).

         In connection with the early extinguishment of debt in March 1998, the
Company recorded an extraordinary loss of $2,816. The extraordinary loss
represents the unamortized balance of debt issuance costs related to APCOA's
previous credit agreement of $727 and a prepayment fee of $2,089 related to
APCOA's previous credit agreement.

5.     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.
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 Condensed Consolidated Financial Statements. The following is summarized
combining financial information for the Company, the guarantor subsidiaries of
the Company and the non-guarantor subsidiaries of the Company:





                                        8

<PAGE>   9


<TABLE>
<CAPTION>
                                                            APCOA/    GUARANTOR      NON-GUARANTOR
                                                           STANDARD   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS       TOTAL
                                                           --------   ------------   ------------    ------------       -----
<S>                                                       <C>          <C>             <C>            <C>           <C>
BALANCE SHEET DATA:
-------------------
SEPTEMBER 30, 1999
   Cash and cash equivalents ..........................   $   3,026    $   3,598       $     263      $      --     $   6,887
   Notes and accounts receivable ......................      24,101        8,997           3,871             --        36,969
   Current assets .....................................      27,441       13,672           4,509             --        45,622
   Leaseholds and equipment, net ......................      17,221       12,069           5,019             --        34,309
   Cost in excess of net assets acquired, net .........      18,591       89,304             791             --       108,686
   Investment in subsidiaries .........................     110,336           --              --       (110,336)           --
   Total assets .......................................     191,314      121,246          11,640       (110,336)      213,864
   Accounts payable ...................................      12,204          931           2,242             --        15,377
   Current liabilities ................................      28,383        6,962           7,404             --        42,749
   Long-term borrowings, excluding current portion ....     163,159          661           4,152             --       167,972
   Redeemable preferred stock .........................      47,951           --              --             --        47,951
   Common stock subject to put/call rights ............       4,589           --              --             --         4,589
   Total stockholders' equity (deficit) ...............     (61,308)     111,531            (407)      (110,336)      (60,520)
   Total liabilities and stockholders' equity (deficit)     191,314      121,246          11,640       (110,336)      213,864
DECEMBER 31, 1998
   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 (deficit)     193,411      118,881          11,770       (107,293)      216,769

INCOME STATEMENT DATA:
----------------------
THREE MONTHS ENDED SEPTEMBER 30, 1999
   Parking Revenue ....................................   $  27,184    $  24,682       $   8,410      $      --     $  60,276
   Gross profit .......................................       7,011        6,494           1,230             --        14,735
   Restructuring and other unusual costs ..............         955           --              --             --           955
   Depreciation and amortization ......................       1,061          980             243             --         2,284
   Operating income ...................................       1,991          253             672             --         2,916
   Interest expense, net ..............................       3,671          (25)            132             --         3,778
   Equity in earnings of subsidiaries .................         660           --              --           (660)           --
   Net income (loss) ..................................      (1,205)         279             381           (660)       (1,205)
THREE MONTHS ENDED SEPTEMBER 30, 1998
   Parking Revenue ....................................   $  22,341    $  25,456       $   8,161      $      --     $  55,958
   Gross profit .......................................       5,279        6,649             263             --        12,191
   Depreciation and amortization ......................         857          841             250             --         1,948
   Operating income (loss) ............................         181        3,334            (574)            --         2,941
   Interest expense, net ..............................       3,139           (1)            153             --         3,291
   Equity in earnings of subsidiaries .................      (2,510)          --              --          2,510
   Net income (loss) ..................................        (679)       3,330            (820)        (2,510)         (679)
NINE MONTHS ENDED SEPTEMBER 30, 1999
   Parking Revenue ....................................   $  78,826    $  75,098       $  30,051      $      --     $ 183,975
   Gross profit .......................................      19,349       18,222           3,809             --        41,380
   Restructuring and other unusual costs ..............       1,365           --              --             --         1,365
   Depreciation and amortization ......................       3,274        2,398             762             --         6,434
   Operating income ...................................       6,621        1,664           2,200             --        10,485
   Interest expense, net ..............................      11,053          (26)            410             --        11,437
   Equity in earnings of subsidiaries .................       2,997           --              --         (2,997)           --
   Net income (loss) ..................................      (1,835)       1,690           1,307         (2,997)       (1,835)
NINE MONTHS ENDED SEPTEMBER 30, 1998
   Parking Revenue ....................................   $  61,156    $  45,919       $  27,731      $      --     $ 134,806
   Gross profit .......................................      13,970       12,089           2,017             --        28,076
   Depreciation and amortization ......................       2,457        1,681             781             --         4,919
   Restructuring and other unusual costs ..............      14,100           --              --             --        14,100
   Operating income (loss) ............................     (13,787)       6,358            (177)            --        (7,606)
   Interest expense, net ..............................       6,843          (11)            480             --         7,312
   Equity in earnings of subsidiaries .................      (5,365)          --              --          5,365            --
   Net income (loss) ..................................     (18,375)       6,364            (998)        (5,365)      (18,374)
</TABLE>

                                        9

<PAGE>   10


<TABLE>
<S>                                                       <C>          <C>             <C>            <C>           <C>
STATEMENT OF CASH FLOW DATA:
----------------------------
NINE MONTHS ENDED SEPTEMBER 30, 1999
   Net cash used in operating activities                  $ (17,645)   $  (2,528)      $    (656)     $      --     $ (20,829)
   Investing activities:
     Purchase of leaseholds and equipment ............       (5,945)      (1,051)             --             --        (6,996)
     Purchase of leaseholds and equipment by joint
     ventures ........................................           --           --            (303)            --          (303)
     Businesses acquired .............................       (3,104)          --              --             --        (3,104)
   Net cash used in investing activities .............       (9,049)      (1,051)           (303)            --       (10,403)
   Financing activities:
     Proceeds from long-term borrowings ..............       20,550           --              --             --        20,550
     Payments on long-term borrowings ................       (1,614)          --              --             --        (1,614)
   Net cash provided by financing activities .........       18,936           --              --             --        18,936

NINE MONTHS ENDED SEPTEMBER 30, 1998
   Net cash provided by (used in) operating activities    $ (24,031)   $   2,140       $     722      $      --     $ (21,169)
   Investing activities:
     Purchase of leaseholds and equipment ............       (2,902)      (1,373)             --             --        (4,275)
     Purchase of leaseholds and equipment by joint
     ventures ........................................           --           --            (299)            --          (299)
     Businesses acquired .............................      (92,097)       4,449              --             --       (87,648)
     Other ...........................................       (5,073)          --              --             --        (5,073)
   Net cash provided by (used in) investing activities     (100,072)       3,076            (299)            --       (97,295)
   Financing activities:
     Proceeds from long-term borrowings ..............      149,456           --              --             --       149,456
     Payments on long-term borrowings ................      (41,801)          --              --             --       (41,801)
     Payments on debt issuance costs .................       (6,180)          --              --             --        (6,180)
     Payments on joint venture debt ..................           --           --            (400)            --          (400)
     Proceeds from issuance of preferred stock .......       40,683           --              --             --        40,683
     Redemption of redeemable preferred stock ........       (8,000)          --              --             --        (8,000)
   Net cash provided by (used in) financing activities      134,158           --            (400)            --       133,758
</TABLE>


6.     SUBSEQUENT EVENTS

         As of November 12, 1999, the Company obtained an Amendment to its
Senior Credit Facility for purposes of funding future acquisitions. The
principal changes to the facility provide for additional borrowings of $15
million, thereby increasing the borrowings under the facility to $55 million,
with the potential to add $10 million of additional capacity at a later date,
and the revision of certain financial covenants and ratios.







                                       10

<PAGE>   11



PART I     FINANCIAL INFORMATION

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

GENERAL

         AP Holdings ("Holdings") is a subsidiary of Holberg Industries, Inc.
("Holberg"), which owns 84% of the outstanding voting stock and 100% of the
preferred stock of APCOA/Standard Parking, Inc. ("APCOA/Standard" or "the
Company"), formerly known as APCOA, Inc. ("APCOA"). APCOA/Standard accounts for
all of Holdings' assets and Holdings conducts substantially all of its business
through APCOA/Standard.

         APCOA/Standard operates in a single reportable segment operating
parking 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
September 30, 1999, APCOA/Standard operated approximately 76% of its 1,833
parking facilities under management contracts and approximately 24% under
leases.

         Parking services revenue--leases. Lease parking services revenues
consist of all gross customer collections 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 and field office and supervisory employees.








                                       11

<PAGE>   12


SUMMARY OF OPERATING FACILITIES

         The following table reflects the Company's facilities at the end of the
periods indicated:

<TABLE>
<CAPTION>
                                                September 30, 1999         December 31, 1998         September 30, 1998
                                                ------------------         -----------------         ------------------
<S>                                                 <C>                        <C>                        <C>
Managed facilities.....................                 1,399                     1,190                      1,046
Leased facilities......................                   434                       446                        411
                                                    ---------                  --------                   --------
Total facilities.......................                 1,833                     1,636                      1,457
                                                    =========                  ========                   ========
</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. The decline in the number of leased facilities through nine
months of 1999 are the result of the conversion of 6 locations from leases to
management contracts and the net loss of 6 other lease locations.

RESULTS OF OPERATIONS

         Gross customer collections consist of gross receipts collected at all
leased and managed properties, including unconsolidated affiliates. Gross
customer collections increased $72.5 million, or 25.5%, to $356.5 million in the
third quarter of 1999 compared to $284.0 million in the third quarter of 1998.
This increase is attributable to the addition of 376 locations during the
period. Gross customer collections increased $288.9 million or 39.9% to $1012.1
million in the first nine months of 1999 compared to $723.2 million in the first
nine months of 1998. This increase is attributable $120.9 million to the
combination with Standard and $168.0 million to the addition of other locations
during the period.

         In analyzing gross margins of APCOA/Standard, it should be noted that
the cost of parking services incurred in connection with the provision of
management services is generally paid by the clients. Margins for lease
arrangements are significantly impacted by variables other than operating
performance, such as variability in parking rates in different cities and widely
varying space utilization by parking facility type.

         The following should be read in conjunction with the Condensed
Consolidated Financial Statements and notes thereto in Item 1.

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1998

         Parking services revenue--leases. Lease revenue increased $1.4 million,
or 3.1% to $46.8 million in the third quarter of 1999 as compared to $45.4
million in the third quarter of 1998. This resulted from the net addition of 23
leases through internal growth and acquisitions completed in 1998 and 1999. (See
Note 2 of the Notes to Condensed Consolidated Financial Statements.)

         Parking services revenue--management contracts. Management contract
revenue increased $2.9 million, or 27.6%, to $13.4 million in the third quarter
of 1999 as compared to $10.5 million in the third quarter of 1998. This resulted
from the net addition of 353 management contracts through internal growth and
other 1998 and 1999 acquisitions.

         Cost of parking services--leases. Cost of parking for leases increased
$0.2 million, or 0.6%, to $40.5 million for the third quarter of 1999 from $40.3
million in the third quarter of 1998. This increase resulted from the addition
of a net total of 23 new leases through internal growth and acquisitions. Gross
margin for leases improved to 13.5% for the third quarter of 1999 compared to
11.3% for the third quarter of 1998.

         Cost of parking services--management contracts. Cost of parking for
management contracts increased $1.5 million, or 44.5%, to $5.0 million for the
third quarter of 1999 from $3.5 million in the third quarter of 1998. This
increase resulted from the addition of a net total of 353 new contracts through
internal growth and acquisitions. Gross margin for management contracts declined
to 62.6% in the third quarter of 1999 compared to 67.0% for the third quarter of
1998. 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
expenses increased $1.3 million, or 17.5%, to $8.6 million for the third quarter
of 1999 as compared to $7.3 million, for the third quarter of 1998. This
increase resulted from costs associated with the acquired companies, inflation,
and investment in the Company's infrastructure in anticipation

                                       12

<PAGE>   13


of future growth.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998

         Parking services revenue-leases. Lease revenue increased $36.6 million,
or 33.1% to $147.4 million for the first nine months of 1999 as compared to
$110.7 million in the first nine months of 1998. This resulted from the net
addition of 23 leases through internal growth and acquisitions completed in 1998
and 1999.

         Parking services revenue-management contracts. Management contract
revenue increased $12.5 million, or 52.0% to $36.6 million for the first nine
months of 1999 as compared to $24.1 million in the first nine months of 1998.
This resulted from the net addition of 353 management contracts through internal
growth and acquisitions completed in 1998 and 1999.

         Cost of Parking services-leases. Cost of parking for leases increased
$31.0 million, or 31.5% to $129.4 million for the first nine months of 1999 as
compared to $98.4 million for the first nine months of 1998. Gross margin for
leases improved to 12.2% for the first nine months of 1999 compared to 11.1% for
the first nine months of 1998.

         Cost of Parking services-management contracts. Cost of parking for
management contracts increased $4.9 million, or 59.1% to $13.2 million for the
first nine months of 1999 as compared to $8.3 million for the first nine months
of 1998. Gross margin for management contracts decreased to 64.0% in the first
nine months of 1999 compared to 65.6% for the first nine months of 1998. 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
expenses increased $6.4 million, or 38.6%, to $23.1 million for the first nine
months of 1999 as compared to $16.7 million for the first nine months of 1998.
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 $1.4 million realized in the first nine months of 1999.

         Restructuring and other unusual costs. The Company recorded $1.4
million of restructuring and other unusual costs in the first nine months of
1999 as compared to $14.1 million for the first nine months of 1998. These
charges were incurred in connection with the combination with Standard and 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
staff reductions. The Company recorded $1.0 million of incremental integration
costs in the third quarter of 1999 relating primarily to actions to facilitate
the accounting system consolidation and other support functions in connection
with acquisitions.







                                       13

<PAGE>   14


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 period 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.

                                                 SEPTEMBER 30,     SEPTEMBER 30,
                                                     1999              1998
                                                 -------------     -------------


Gross customer collections .....................   $1,012,100       $  800,100
                                                   ==========       ==========

Parking services revenue:
     Lease contracts ...........................   $  147,366       $  122,772
     Management contracts ......................       36,609           26,593
                                                   ----------       ----------
                                                      183,975          149,365

Cost of parking services:
     Lease contracts ...........................      129,415          109,635
     Management contracts ......................       13,180            8,284
                                                   ----------       ----------
                                                      142,595          117,919
                                                   ----------       ----------

Gross profit ...................................       41,380           31,446

General and administrative expenses ............       23,096           18,681
                                                   ----------       ----------
Operating income before depreciation,
     amortization and restructuring charges ....   $   18,284       $   12,765
                                                   ==========       ==========


NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998

         Parking services revenue--leases. Lease revenue increased $24.6
million, or 20.0%, to $147.4 million for the first nine months of 1999 as
compared to $122.8 million in the first nine months of 1998. This resulted from
the net addition of 23 leases through internal growth and acquisitions completed
in 1998.

         Parking services revenue--management contracts. Management contract
revenue increased $10.0 million, or 37.7%, to $36.6 million for the first nine
months of 1999 as compared to $26.6 million in the first nine months of 1998.
This resulted from the net addition of 353 management contracts through internal
growth and acquisitions completed in 1998 and 1999.

         Cost of parking services--leases. Cost of parking for leases increased
$19.8 million, or 18.0% to $129.4 million for the first nine months of 1999 as
compared to $109.6 million for the first nine months of 1998. Gross margin for
leases improved to 12.2% for the first nine months of 1999 compared to 10.7% for
the first nine months of 1998.

         Cost of parking services--management contracts. Cost of parking for
management contracts increased $4.9 million, or 59.1% to $13.2 million for the
first nine months of 1999 as compared to $8.3 million for the first nine months
of 1998. Gross margin for management contracts declined to 64.0% in the first
nine months of 1999 compared to 68.8% for the first nine months of 1998. 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
expenses increased $4.4 million, or 23.6%, to $23.1 million for the first nine
months of 1999 as compared to $18.7 million, for the first nine months of 1998.
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
costs savings of $1.2 million realized in the first nine months of 1999.






                                       14

<PAGE>   15


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 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 is required, despite significant cash balances, to utilize its Senior
Credit Facility to fund immediate working capital needs. In April 1999, the
Company began an initiative to streamline its cash management and receivables
collection processes by standardizing the procedures used by all acquired
companies.

         The Company had cash and cash equivalents of $6.9 million at September
30, 1999 compared to $19.2 million at December 31, 1998.

         The Company's Senior Credit Facility ("the Facility") provides for
borrowings of up to $55 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 APCOA/Standard from incurring additional indebtedness,
issuing preferred stock or paying dividends, and contains certain other
restrictions. At September 30, 1999, borrowings against the Facility aggregated
$20.6 million, and letters of credit outstanding against the Facility aggregated
$1.3 million.

         The Company believes that cash flow from operating activities, existing
cash and cash equivalents, and borrowings under the Facility will be adequate to
meet the Company's short-term liquidity requirements prior to maturity of its
long-term indebtedness, although no assurance can be provided in this regard.

         If the Company identifies investment opportunities requiring cash in
excess of the Company's operating cash flows and existing cash, the Company may
borrow under the Facility or may seek additional sources of capital including
the sale or issuance of common stock. The Company has in the past and expects in
the future to pursue a strategy of growth through acquisition. On January 22,
1998, the Company acquired the assets of Dixie for $1.0 million in cash and
notes aggregating $3.2 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 $1.3 million in
notes. On April 1, 1999, the Company acquired the assets of Pacific Rim Parking,
Inc. ("Pacific Rim") in Los Angeles for $0.8 million in cash and up to $0.8
million in non-interest bearing notes payable over five years. On May 1, 1999
the company acquired various contracts of System Parking Inc. located in Atlanta
for $250 in cash. Effective July 1, 1999 the company acquired all of the
outstanding stock of Universal Park Holdings Inc. ("Universal Park") operating
under the names U-Park and Select Valet Parking in Vancouver B.C. for $1.2
million plus a multiple of EBITDA on a future earnout as defined in the
agreement. These acquisitions have been accounted for under the purchase method.
The historical operating results of the businesses prior to acquisition were not
material relative to the consolidated results of APCOA/Standard.

         The Company is currently in negotiations with respect to several
possible additional acquisitions, as of the date hereof, the historical
operating results of which would not be material relative to the consolidated
operating results of APCOA/Standard. There can be no assurance as to the
Company's ability to effect these or other future acquisitions, nor as to the
affect any such acquisitions will have on the Company's operations, financial
condition and profitability.



                                       15

<PAGE>   16
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998

         Net cash used in operating activities totaled $20.8 million for the
first nine months of 1999 compared to $21.2 million for the first nine months of
1998. Cash used during 1999 included $5.5 million for the purchase of an
insurance tail policy to cover claims for all years prior to 1999 under APCOA's
previous insurance program, $4.0 million for cash restructuring charges,
increases in accounts receivable relating to acquired contracts and existing
locations of $4.3 million and decreases in accounts payable of $2.8 million.

         Cash used in investing activities totaled $10.4 million for the first
nine months of 1999 compared to $93.3 million for the first nine months of 1998.
Cash used in the first nine months of 1999 included the acquisitions of the
assets of Pacific Rim in Los Angeles for $750, various contracts of System
Parking in Atlanta for $250, the outstanding stock of Universal Park Holdings,
Inc. in Vancouver, B.C. for $1,220 and the buy-out of a lease in Los Angeles for
$426. In addition, cash used in investing in the first nine months of 1999
included the furnishing and improvement of the Company's combined office space
in Chicago, investment in management information system enhancements and capital
investments to secure and/or extend leased facilities. Cash used in investing
activities in the first nine months of 1998 included the acquisitions of
Standard and Huger Parking Company, LLC d/b/a Dixie Parking ("Dixie"). In
addition, the Company acquired the remaining 76% interest in Executive Parking
Industries LLC, and the acquisition of the outstanding capital stock of Century
Parking Inc. and Sentry Parking Corporation.

         Cash generated from financing activities totaled $18.9 million in the
first nine months of 1999 compared to $129.8 million in the first nine months of
1998. The 1999 activity included $20.6 million in borrowings from the revolving
Senior Credit Facility, partially offset by repayments on long-term borrowings
of $1.6 million. The 1998 activity included $184.0 million of proceeds from the
issuance of debt, $42.2 million in debt repayments, $8.0 million for the
redemption of preferred stock, and $4.0 million from the redemption of common
stock subject to put/call rights.

YEAR 2000

         The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Company's computer programs or hardware that have date-sensitive software or
embedded chips may recognize a date using "00" as a year other than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations including, among other things, a temporary inability
to process transactions or engage in normal business activities.

         In conjunction with the integration of the Company's operations
described above, the Company's business plan includes the integration of
existing information and operating systems of the acquired companies with those
of APCOA. By the end of January 1999, substantially all of the accounting for
the Company's five regions was converted to the APCOA management information
systems. At the same time, the Company has fully integrated field management and
has finalized a combined aesthetics program, which will create a common look and
theme for all of the Company's parking facilities. This program is being
implemented over a period of time based upon client input and approval.

         The core business applications and technical infrastructure that will
continue in use when the integration is completed have been tested and are
believed to be Year 2000 compliant. The Company has not, however, evaluated the
degree of compliance of the various systems that will be discontinued. The
Company has substantially completed its planned integration and therefore
believes the impact of discontinued systems would not be material.

         The Company has no material systems that interface directly with those
of third parties. The Company does, however, rely on certain third party vendors
for routine transaction processing such as the clearing of checks and payment of
certain payroll. The Company is monitoring the degree of compliance of these
vendors, and those who were unable to provide assurance of compliance have been
replaced. The Company anticipates no difficulty in locating appropriate
replacement vendors should it become necessary, and the impact to the Company is
not expected to be material.

         The Company expects to incur no significant costs as a direct result of
the Year 2000 issue.


SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

         This quarterly report contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended which are
intended to be covered by the safe harbors created thereby. Those statements
include, but may not be limited to, the discussions of the Company's
expectations concerning its future profitability, the discussion of the
Company's strategic relationships, discussions about Year 2000 compliance plans,
and the

                                       16

<PAGE>   17


Company's operating and growth assumptions regarding certain matters, including
anticipated cost savings, in preparation of the unaudited financial information.
Investors are cautioned that forward-looking statements involve risks and
uncertainties. Although the Company 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 the Company or any other person that the objectives and plans
of the Company will be achieved.

CAUTIONARY STATEMENTS

         Holdings and the Company continue to be subject to certain factors that
could cause Holdings and the Company's results to differ materially from
expected and historical results (see the "Risk Factors" set forth in the
Company's Registration Statement on Form S-4 (No. 333-50433) filed on April 17,
1998, as amended on June 9, 1998, July 15, 1998, August 11, 1998 and August 14,
1998 (the "Registration Statement)).

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

         The Company has a $55 million revolving variable rate Senior Credit
Facility (see Note 4 of the Notes to the Condensed 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 $55 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 $0.6 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.


















                                       17

<PAGE>   18


PART II  OTHER INFORMATION

ITEM 1.       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 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS

       None

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

       None

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

       None

ITEM 5.       OTHER INFORMATION

       None

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

       (a) Exhibits

       EXHIBIT
       NUMBER       DESCRIPTION
       ------       -----------
       3.1          Amended and Restated Certificate of Incorporation of the
                    Company (incorporated by reference to Exhibit 3.1 to the
                    Company's Registration Statement on Form S-4 (No. 333-50433)
                    filed on April 17, 1998, as amended on June 9, 1998, July
                    15, 1998, August 11, 1998 and August 14, 1998 (the
                    "Registration Statement")).

       3.2          Amended and Restated By-Laws of the Company (incorporated by
                    reference to Exhibit 3.2 to the Registration Statement).

       4.1          Indenture, dated as of March 30, 1998, amended as of July 6,
                    1998, September 21, 1998 and January 12, 1999 by and among
                    the Company, the Subsidiary Guarantors and State Street Bank
                    and Trust Company (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 10K 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 10K 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 10K 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.

       27.1         Financial Data Schedule.


       (b) Reports on Form 8-K

                    No current report on Form 8-K was filed by Holdings and the
                    Company during the quarter ended September, 1999.





                                       18

<PAGE>   19


                                   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.
                                                  (Registrant)



November 15, 1999
                                     By: /s/          Walter Stuelpe
                                         ---------------------------------------
                                                     Walter Stuelpe,
                                         Chief Executive Officer, President and
                                         Director (Principal Executive Officer)




November 15, 1999
                                     By: /s/      Michael J. Celebrezze
                                         ---------------------------------------
                                                  Michael J. Celebrezze,
                                           (Treasurer Principal Financial and
                                                   Accounting Officer)










                                       19

<PAGE>   20


                                INDEX TO EXHIBITS


EXHIBIT
NUMBER         DESCRIPTION
------         -----------
3.1            Amended and Restated Certificate of Incorporation of the Company
               (incorporated by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-4 (No. 333-50433) filed on April
               17, 1998, as amended on June 9, 1998, July 15, 1998, August 11,
               1998 and August 14, 1998 (the "Registration Statement")).

3.2            Amended and Restated By-Laws of the Company (incorporated by
               reference to Exhibit 3.2 to the Registration Statement).

4.1            Indenture, dated as of March 30, 1998, amended as of July 6,
               1998, September 21, 1998 and January 12, 1999 by and among the
               Company, the Subsidiary Guarantors and State Street Bank and
               Trust Company (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 10K 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 10K 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 10K 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.

27.1           Financial Data Schedule.















                                       20