<PAGE>

================================================================================


                                 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 March 31, 2001

                      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               Including Area Code)
      Offices, Including Zip 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>

                               AP HOLDINGS, INC.
                                FORM 10-Q INDEX

                         Part I. Financial Information

Item 1.   Financial Statements (Unaudited):

          Condensed Consolidated Balance Sheets as of March 31, 2001 and
          December 31, 2000................................................... 3

          Condensed Consolidated Statements of Operations for the three months
          ended March 31, 2001 and March 31, 2000............................. 4

          Condensed Consolidated Statements of Cash Flows for the three months
          ended March 31, 2001 and March 31, 2000............................. 5

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

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations............................................... 9

Item 3.   Quantitative and Qualitative Disclosures About Market Risk..........12

                          Part II. Other Information

Item 1.   Legal Proceedings...................................................12

Item 2.   Changes in Securities and Use of Proceeds...........................12

Item 3.   Defaults upon Senior Securities.....................................12

Item 4.   Submission of Matters to a Vote of Security Holders.................12

Item 5.   Other Information...................................................12

Item 6.   Exhibits and Reports on Form 8-K....................................13

Signatures....................................................................14

Index to Exhibits.............................................................15

                                       2
<PAGE>

PART I    FINANCIAL INFORMATION

Item 1.   Financial Statements


                               AP HOLDINGS, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     (in thousands, except for share data)

<TABLE>
<CAPTION>
                                                                                March 31, 2001            December 31, 2000
                                 ASSETS                                         --------------            -----------------
                                 ------                                          (Unaudited)                 (see Note)
<S>                                                                             <C>                       <C>
Current assets:
 Cash and cash equivalents...............................................         $   9,662                   $   3,539
 Notes and accounts receivable, net......................................            45,307                      46,737
 Prepaid expenses and supplies...........................................             2,188                       1,775
                                                                                  ---------                   ---------
  Total current assets...................................................            57,157                      52,051

Leaseholds and equipment, net............................................            27,184                      28,492
Advances and deposits....................................................             2,274                       2,075
Cost in excess of net assets acquired....................................           112,416                     113,293
Intangible and other assets..............................................            11,779                      12,341
                                                                                  ---------                   ---------
  Total assets...........................................................
                                                                                  $ 210,810                   $ 208,252
                                                                                  =========                   =========
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
                  -------------------------------------
Current liabilities:
 Accounts payable........................................................         $  38,681                   $  35,079
 Accrued and other current liabilities...................................            25,439                      27,665
 Demand notes due to related party.......................................               900                          --
 Current portion of long-term borrowings.................................             1,421                       1,406
                                                                                  ---------                   ---------
  Total current liabilities..............................................            66,441                      64,150

Long-term borrowings, excluding current portion..........................           233,592                     228,566
Other long-term liabilities..............................................             9,159                      10,121
Redeemable preferred stock...............................................            37,461                      36,281
Common stock of subsidiary subject to put/call rights;
 5.01 shares issued and outstanding......................................             8,708                       6,304
Stockholders' deficit:
 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 share outstanding...............                 1                           1
 Additional paid-in capital..............................................             2,088                       2,088
 Advances to and deposits with affiliate.................................            (5,366)                     (5,253)
 Accumulated other comprehensive loss....................................               (59)                       (374)
 Accumulated deficit.....................................................          (141,215)                   (133,632)
                                                                                  ---------                   ---------
 Total stockholders' deficit.............................................          (144,551)                   (137,170)
                                                                                  ---------                   ---------
  Total liabilities and stockholders' deficit............................         $ 210,810                   $ 208,252
                                                                                  =========                   =========
</TABLE>

           See Notes to Condensed Consolidated Financial Statements.

Note:  The balance sheet at December 31, 2000 has been derived from the audited
       financial statements at that date but does not include all of the
       information and footnotes required by accounting principles generally
       accepted in the United States for complete financial statements.

                                       3
<PAGE>

                               AP HOLDINGS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (in thousands, unaudited)


<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                               ---------------------------------
                                                               March 31, 2001     March 31, 2000
                                                               --------------     --------------
<S>                                                            <C>                <C>
Gross customer collections................................        $395,477           $366,100
                                                                  ========           ========

Parking services revenue:
 Lease contracts..........................................        $ 41,273           $ 47,431
 Management contracts.....................................          20,407             15,660
                                                                  --------           --------
                                                                    61,680             63,091

Cost of parking services:
 Lease contracts..........................................          37,190             42,640
 Management contracts.....................................          10,451              6,288
                                                                  --------           --------
                                                                    47,641             48,928
                                                                  --------           --------
Gross profit..............................................          14,039             14,163
General and administrative expenses.......................           9,039              9,110
Other special charges.....................................               -                250
Depreciation and amortization.............................           2,729              2,541
                                                                  --------           --------

Operating income..........................................           2,271              2,262

Interest expense (income):
 Interest expense.........................................           6,192              5,787
 Interest income..........................................             (71)              (113)
                                                                  --------           --------
                                                                     6,121              5,674
                                                                  --------           --------
Loss before minority interest and income
 taxes....................................................          (3,850)            (3,412)

Minority interest.........................................              49                 73
Income tax expense........................................             100                 17
                                                                  --------           --------
Net loss..................................................          (3,999)            (3,502)
Preferred stock dividends.................................           1,180              1,038
Increase in fair value of common stock subject
 to put/call rights.......................................           2,404                  -
                                                                  --------           --------
Net loss attributable to common
 stockholders.............................................        $ (7,583)          $ (4,540)
                                                                  ========           ========
</TABLE>

           See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>

                               AP HOLDINGS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (in thousands, unaudited)

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                              -----------------------------------
                                                              March 31, 2001       March 31, 2000
                                                              --------------       --------------
<S>                                                         <C>                    <C>
Operating activities:
Net loss..................................................       $(3,999)             $(3,502)
Adjustments to reconcile net loss to net cash used in
 operations:
  Depreciation and amortization...........................         2,729                2,541
  Interest accreted on long-term borrowing................         1,524                1,366
  Change in operating assets and liabilities, net of
   acquisitions...........................................         1,592               (1,019)
                                                                 -------              -------
Net cash  provided by (used in) in operating
 activities...............................................         1,846                 (614)

Investing activities:
Purchase of leaseholds and equipment......................          (455)              (1,393)
                                                                 -------              -------
Net cash used in investing activities.....................          (455)              (1,393)

Financing activities:
Proceeds from long-term borrowings........................         3,800                3,800
Proceeds from demand notes payable........................           900                    -
Payments on long-term borrowings..........................           (74)                (107)
Payments on joint venture borrowings......................          (209)                (187)
                                                                 -------              -------
Net cash provided by financing activities.................         4,417                3,506

Effect of exchange rate on cash and cash equivalents......           315                 (634)
                                                                 -------              -------

Increase in cash and cash equivalents.....................         6,123                  865
Cash and cash equivalents at beginning of period..........         3,539                5,215
                                                                 -------              -------

Cash and cash equivalents at end of period................       $ 9,662              $ 6,080
                                                                 =======              =======

Supplemental disclosures:
Cash paid during the period for:
  Interest................................................       $ 7,404              $ 7,277
  Taxes...................................................           256                  456
</TABLE>

           See Notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>

                               AP HOLDINGS, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 2001
                           (in thousands, unaudited)

1.   Interim Financial Data

     AP Holdings, Inc. ("Holdings"), a subsidiary of Steamboat Holdings, Inc.
("Steamboat"), 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 substantially 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 accounting principles generally
accepted in the United States 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 accounting principles
generally accepted in the United States 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 three-month period ended March 31, 2001 are
not necessarily indicative of the results that might be expected for the fiscal
year ending December 31, 2001. The financial statements presented in this Report
should be read in conjunction with the consolidated financial statements and
footnotes thereto included in Holdings' 2000 Form 10-K filed April 2, 2001.

     Certain reclassifications have been made to the 2000 financial information
to conform to the 2001 presentation.

2.   Other Special Charges

     Included in "Other special charges" in the accompanying condensed
consolidated statements of operations are the following:

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                 ---------------------------------
                                                 March 31, 2001     March 31, 2000
                                                 --------------     --------------
<S>                                              <C>                <C>
Incremental integration costs and other.........  $          -      $          119
Costs associated with terminated transactions...             -                 131
                                                  ------------      --------------
                                                             -                 250
                                                  ============      ==============
</TABLE>

     The integration costs relate primarily to actions to facilitate the
accounting system consolidation and activities to realign, centralize and
reorganize administrative and other support functions. The costs associated with
the terminated transactions relate to expenses incurred for acquisition activity
that was terminated.

3.   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 acquisitions, 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.

     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
March 31, 2001, borrowings under the Facility aggregated $30,750 and there were
letters of credit outstanding against this Facility of $250.The Notes and Senior
Credit Facility contain covenants that limit 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 APCOA/Standard's net assets are restricted under these
provisions and covenants (See Note 4).

     In March 2001, Holdings entered into Demand Notes with Facto Capital
L.L.C., a party related to John V. Holten, Chairman and a Director of Holdings,
which in the aggregate amounted to $900,000. Borrowings under the Demand Notes
bear interest at variable rates. (See Exhibits 4.12, 4.13, and 4.14).

                                       6
<PAGE>

4.   Subsidiary Guarantors

     Substantially all of the Company's direct or indirect wholly owned domestic
subsidiaries, other than inactive subsidiaries, fully, unconditionally, jointly
and severally guarantee the Senior Subordinated Notes. 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, inactive
subsidiaries, and bankruptcy remote subsidiaries formed in conjunction with
Joint Ventures, all of which are included in the consolidated financial
statements. The following is summarized combined financial information for the
Company, the guarantor subsidiaries of the Company and the non-guarantor
subsidiaries of the Company:

<TABLE>
<CAPTION>
                                                                            Guarantor    Non-Guarantor
                                                         APCOA/Standard   Subsidiaries   Subsidiaries   Eliminations     Total
                                                         --------------   ------------   ------------   ------------     -----
<S>                                                      <C>              <C>            <C>            <C>            <C>
Balance Sheet Data:
-------------------
March 31, 2001
 Cash and cash equivalents.............................     $  6,928        $    127        $ 2,607       $      --    $   9,662
 Notes and accounts receivable.........................       53,806         (13,655)         5,156              --       45,307
 Current assets........................................       61,953         (13,424)         7,885              --       56,414
 Leaseholds and equipment, net.........................       15,206           6,852          5,126              --       27,184
 Cost in excess of net assets acquired, net............       18,940          90,126          3,350              --      112,416
 Investment in subsidiaries............................      103,579              --             --        (103,579)          --
 Total assets..........................................      208,110          88,499         17,037        (103,579)     210,067
 Accounts payable......................................       23,010          11,510          4,161              --       38,681
 Current liabilities...................................       46,934           9,372          8,728              --       65,034
 Long-term borrowings, excluding current portion.......      173,060             174          3,858              --      177,092
 Redeemable preferred stock............................       56,500              --             --              --       56,500
 Common stock subject to put/call rights...............        8,708              --             --              --        8,708
 Total stockholders' equity (deficit)..................      (83,640)         76,787          4,006        (103,579)    (106,426)
 Total liabilities and stockholders' equity (deficit)..      208,110          88,499         17,037        (103,579)     210,067

December 31, 2000
 Cash and cash equivalents.............................     $   (593)       $     76        $ 4,056       $      --    $   3,539
 Notes and accounts receivable.........................       50,972          (7,529)         3,383              --       46,826
 Current assets........................................       50,792          (6,264)         7,612              --       52,140
 Leaseholds and equipment, net.........................       15,693           7,395          5,404              --       28,492
 Cost in excess of net assets acquired, net............       19,062          90,673          3,558              --      113,293
 Investment in subsidiaries............................       93,211              --             --         (93,211)          --
 Total assets..........................................      187,446          96,818         17,288         (93,211)     208,341
 Accounts payable......................................       21,744          10,172          3,163              --       35,079
 Current liabilities...................................       46,328           8,938          8,815              --       64,081
 Long-term borrowings, excluding current portion.......      169,305             175          4,110              --      173,590
 Redeemable preferred stock............................       54,976              --             --              --       54,976
 Common stock subject to put/call rights...............        6,304              --             --              --        6,304
 Total stockholders' equity (deficit)..................      (94,942)         83,504          3,918         (93,211)    (100,731)
 Total liabilities and stockholders' equity (deficit)..      187,446          96,818         17,288         (93,211)     208,341

Income Statement Data:
----------------------
Three Months Ended March 31, 2001
 Parking Revenue.......................................     $ 33,610        $ 22,393        $ 5,677       $      --    $  61,680
 Gross profit..........................................        8,645           4,246          1,148              --       14,039
 Other special charges.................................           --              --             --              --           --
 Depreciation and amortization.........................        1,195           1,247            287              --        2,729
 Operating income......................................        6,226          (4,234)           787              --        2,779
 Interest expense, net.................................        4,330             (11)           125              --        4,444
 Equity in earnings of subsidiaries....................       (3,760)             --             --           3,760           --
 Net (loss) income.....................................       (1,814)         (4,222)           462           3,760       (1,814)

Three Months Ended March 31, 2000
 Parking Revenue.......................................     $ 29,073        $ 23,158        $10,860       $      --    $  63,091
 Gross profit..........................................        7,775           4,472          1,916              --       14,163
 Other special charges.................................          119              --             --              --          119
 Depreciation and amortization.........................          948           1,252            341              --        2,541
 Operating income......................................        5,517          (4,547)         1,423              --        2,393
 Interest expense, net.................................        4,062              (7)           159              --        4,214
 Equity in earnings of subsidiaries....................       (3,362)             --             --           3,362           --
 Net (loss) income.....................................       (1,911)         (4,529)         1,167           3,362       (1,911)
</TABLE>

                                       7
<PAGE>

                               AP HOLDINGS, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
Statement of Cash Flow Data:
----------------------------
Three Months Ended March 31, 2001
<S>                                                           <C>          <C>          <C>        <C>     <C>
 Net cash provided by (used in) operating activities........  $ 3,787      $   408      $(1,449)   $       $ 2,746
                                                                                                    --
 Investing activities:                                                                                          --
  Purchase of leaseholds and equipment......................      (47)        (408)          --     --        (455)
                                                              -------      -------      -------    ---     -------
 Net cash used in investing activities......................      (47)        (408)          --     --        (455)
 Financing activities:
  Proceeds from long-term borrowings........................    3,800           --           --     --       3,800
  Payments on long-term borrowings..........................      (74)          --           --     --         (74)
  Payments on Joint Venture borrowings......................      209)          --           --     --        (209)
                                                              -------      -------      -------    ---     -------
 Net cash provided by financing activities..................    3,517           --           --     --       3,517
 Effect of exchange rate changes............................      315           --           --     --         315

Three Months Ended March 31, 2000
Net cash (used in) provided by operating activities.........  $  (748)     $(1,386)     $ 1,520    $       $  (614)
                                                                                                    --
Investing activities:
     Purchase of leaseholds and equipment...................   (1,393)          --           --     --      (1,393)
                                                              -------      -------      -------    ---     -------
Net cash used in investing activities.......................   (1,393)          --           --     --      (1,393)
Financing activities:
     Proceeds from long-term borrowings.....................    3,800           --           --     --       3,800
     Payments on long-term borrowings.......................     (107)          --           --     --        (107)
     Payments on Joint Venture borrowings...................     (187)          --           --     --        (187)
                                                              -------      -------      -------    ---     -------
Net cash provided by financing activities...................    3,506           --           --     --       3,506
Effect of exchange rate changes.............................     (634)          --           --     --        (634)
</TABLE>

                                       8
<PAGE>

PART I    FINANCIAL INFORMATION

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

     AP Holdings, Inc. ("Holdings"), a subsidiary of Steamboat Holdings, Inc.
("Steamboat"), 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 substantially all of Holdings' assets and
Holdings conducts substantially all of its business through APCOA/Standard.

     APCOA/Standard Parking, Inc. ("APCOA/Standard" or the "Company") 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 March 31, 2001, APCOA/Standard
operated approximately 81% of its 1,959 parking facilities under management
contracts and approximately 19% under leases.

     Parking services revenue--lease contracts.  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--lease contracts.  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
primarily include salaries, wages, travel and office related expenses for the
headquarters, field office and supervisory employees as well as managment fees
to Holberg Industries, Inc. ("Holberg"), pursuant to a management agreement
between Holdings and Holberg entered into on March 5, 2001, a copy of which is
attached as an exhibit hereto. Holberg is indirectly controlled by John V.
Holten, the Chairman and a Director of Holdings.

Summary of Operating Facilities

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

<TABLE>
<CAPTION>
                                         March 31, 2001            December 31, 2000           March 31, 2000
                                         --------------            -----------------           --------------
<S>                                      <C>                        <C>                        <C>
Managed facilities.....................      1,593                       1,575                     1,429
Leased facilities......................        366                         368                       393
                                             -----                       -----                     -----
 Total facilities......................      1,959                       1,943                     1,822
                                             =====                       =====                     =====
</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.

                                       9
<PAGE>

Results of Operations

          Gross customer collections consist of gross receipts collected at all
leased and managed properties, including unconsolidated affiliates. Gross
customer collections increased $29.4 million, or 8%, to $395.5 million in the
first quarter of 2001 compared to $366.6 million in the first quarter of 2000.
This increase is attributable to the addition of 137 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.

Three Months ended March 31, 2001 Compared to Three Months ended March 31, 2000

          Parking services revenue--lease contracts. Lease revenue decreased
$6.1 million, or 13.0 %, to $41.3 million in the first quarter of 2001 as
compared to $47.4 in the first quarter of 2000. This resulted from the net
reduction of 27 leases through contract expirations, conversions to management
contracts and the conversion of one large airport property from a lease contract
to a management contract.

          Parking services revenue--management contracts.  Management contract
revenue increased $4.7 million, or 30.3%, to $20.4 million in the first quarter
of 2001 as compared to $15.7 million in the first quarter of 2000. This resulted
from the net increase of 164 contracts through internal growth and conversions
from lease contracts.

          Cost of parking services--lease contracts.  Cost of parking services
for leases decreased $5.4 million, or 12.8%, to $37.2 million for the first
quarter of 2001 from $42.6 million in the first quarter of 2000. This decrease
resulted from the reduction of 27 leases through terminations and conversions to
management contracts. Gross margin for lease contracts declined slightly to 9.9%
for the first quarter of 2001 compared to 10.1% for the first quarter of 2000.
This decrease was primarily due to the increases in costs related to snow
removal.

          Cost of parking services--management contracts.  Cost of parking for
management contracts increased $4.2 million, or 66.2%, to $10.5 million for the
first quarter of 2001 from $6.3 million in the first quarter of 2000. This
increase resulted from the addition of a net total of 164 new contracts through
internal growth and conversions from lease contracts. Gross margin for
management contracts declined to 48.8% in the first quarter of 2001 compared to
59.8% for the first quarter of 2000. 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 decreased $0.1 million, or 0.8%, to $9.0 million for the first quarter
of 2001 as compared to $9.1 million, for the first quarter of 2000. This
decrease resulted from cost savings and staff reductions implemented in the
fourth quarter of 2000, offset by $0.5 million in management fees pursuant to
the Holberg management agreement.

          Other special charges.  AP Holdings and the Company did not record
other special charges in the first quarter of 2001, as compared to $0.3 million
in the first quarter of 2000. The 2000 special charges relate to actions to
facilitate the accounting system consolidation and other support functions. The
costs associated with the terminated transactions relate to expense incurred for
acquisition activity that was terminated.

Liquidity and Capital Resources

          As a result of day-to-day activity at the parking locations,
APCOA/Standard collects significant amount 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 location.

                                      10
<PAGE>

        Locations with revenues deposited into APCOA/Standard bank accounts
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 revenue 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.

        The Company had cash and cash equivalents of $9.7 million at March 31,
2001 compared to $3.5 million at December 31, 2000.

Three Months ended March 31, 2001 Compared to Three Months ended March 31, 2000

        Net cash provided by operating activities totaled $1.8 million for the
first quarter of 2001 compared to cash used of $0.6 million for the first
quarter of 2000.  Cash provided during 2001 included a $1.5 million reduction in
accounts receivable, a $0.1 million reduction in prepaid and other assets, a
$3.6 million increase in accounts payable, which was offset by a $3.3 million
decrease in other liabilities due primarily to the $6.5 million interest payment
on the Senior Subordinated Notes. Cash used during 2000 included a $1.2 million
increase in accounts receivable, offset by increases in accounts payable and
other liabilities of $5.0 million and a decrease in other assets of $1.3
million.  Cash used during 2000 included a $6.5 million interest payment on the
Senior Subordinated Notes.

        Cash used in investing activities totaled $0.5 million for the first
quarter of 2001 compared to $1.4 million for the first quarter of 2000.  Cash
used in investing activities in the first quarter of 2001 and the first quarter
of 2000 resulted from capital purchases to secure and/or extend leased
facilities and investments in management information system enhancements.

        Cash generated from financing activities totaled $4.4 million in the
first quarter of 2001.  The 2001 activity included $3.8 million in borrowings
from the Senior Credit Facility and $0.9 million in borrowings by Holdings from
demand notes (copies of which are attached as exhibits hereto) issued to a party
related to John V. Holten, Chairman and a Director of Holdings, offset by
repayments on long-term and joint venture borrowings of $0.3 million. The 2000
activity included $3.8 million in borrowings from the Senior Credit Facility,
offset by repayments on long-term and joint venture borrowings of $0.3 million.

Other Liquidity and Capital Resources Information

        The Company's Senior Credit Facility (the "Facility") provides cash
borrowings up to $40.0 million with sublimits for Letters of Credit up to $10.0
million, at variable rates based, at the Company's option, either on LIBOR, the
overnight federal funds rate, or the bank's base rate.  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 March 31, 2001, the Company had $0.3 million of letters
of credit outstanding under the Facility and borrowings against the Facility
aggregated $30.8 million. The Facility was amended on March 31, 2000, with the
principal changes to the agreement providing for revisions to interest rates
charged on borrowings and certain financial covenants.  The Facility was amended
on May 12, 2000, with the principal change to the agreement relating to the
definition of a change in control.  The Facility was amended on November 14,
2000, with the principal changes to the agreement providing for revisions to
interest rates charged on borrowings and certain financial covenants. The
Facility was amended on March 30, 2001, with the principal changes to the
agreement providing for revisions to interest rates charged on borrowings,
certain financial covenants, a change to restore the original borrowing limits,
and a change in the expiration date from March 30, 2004 to July 1, 2002.  As of
March 31, 2001, the Company was in compliance with the covenants contained in
the Facility or has obtained the necessary waivers on or before March 30, 2001.

        The Company's ability to meet its anticipated future requirements for
working capital, capital expenditures, scheduled payments of interest and
principal on its indebtedness depends on the Company's future performance,
which, to a certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors beyond its control.
Based upon the current level of operations and anticipated growth, the Company
believes that, together with available borrowings under its Facility, its cash
flow and available liquidity will be adequate to meet the Company's anticipated
requirements up to the expiration date of the Facility.  However, there can be
no assurance that the Company's business will generate sufficient cash or that
future borrowings will be available in an amount sufficient to enable the
Company to meet its future requirements, or that any refinancing of existing
indebtedness (including the Facility) would be available on commercially
reasonable terms, or at all.

                                      11
<PAGE>

     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
Facility.

Special Cautionary Notice Regarding Forward-Looking Statements

     In addition to historical information, this Quarterly Report on Form 10-Q
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially.  Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations" as well as in this Quarterly Report generally.  You should carefully
review the risks described in this Quarterly Report as well as the risks
described in other documents filed by the Company and AP Holdings, Inc. from
time to time with the Securities and Exchange Commission.  In addition, when
used in this Quarterly Report, the words "anticipates," "plans," "believes,"
"estimates," and "expects" and similar expressions are generally intended to
identify forward-looking statements.  Such statements are subject to a number of
risks and uncertainties.  Our actual results, performance or achievements could
differ materially from the results expressed in, or implied by the Company and
Holdings or these forward looking statements.  Neither the Company nor Holdings
undertakes any obligation to revise these forward-looking statements to reflect
any future events or circumstances.

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") and Holdings and the Company's 2000 10-K
filed on April 2, 2001.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

     The Company and Holdings 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 $40.0 million revolving variable rate Senior
Credit Facility (see Note 3 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 $40.0 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.

PART II  OTHER INFORMATION

Item 1.  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.

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

                                      12
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibit

   Number     Description
   ------     -----------
   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        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. 333-50437) 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).

   3.3        Amended and Restated By-Laws of the Company dated as of December
              29, 2000. (incorporated by reference to Exhibit 3.3 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).

   4.11       Fifth Amendment to the Senior Credit Facility dated March 30,
              2001 by and among the Company, the Lenders and Bank One, N.A., as
              agent for the Lenders.  (incorporated by reference to Exhibit 4.11
              to the Company's Annual Report on Form 10-K for December 31,
              2000).

   4.12       Demand Note dated March 5, 2001, by and among AP Holdings and
              Facto Capital L.L.C. (formerly known as Facto Capital
              Corporation).

   4.13       Demand Note dated March 8, 2001, by and among AP Holdings and
              Facto Capital L.L.C. (formerly known as Facto Capital
              Corporation).

   4.14       Demand Note dated March 12, 2001, by and among AP Holdings and
              Facto Capital L.L.C. (formerly known as Facto Capital
              Corporation).

   10.26      Management Agreement between AP Holdings and Holberg Industries,
              Inc. dated March 5, 2001.

              (b) Reports on Form 8-K

              On March 8, 2001, Holdings filed a Current Report on Form 8-K.
              This report disclosed that on March 5, 2001, Holberg restructured
              certain of its debt and eliminated the defaults thereunder,
              thereby eliminating the possibility of a change of control of
              Holdings under its bond indenture or the possibility of a change
              of control of APCOA/Standard under the APCOA/Standard debt
              instruments as a result of such defaults.

                                      13
<PAGE>

                                  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)



May 10, 2001
                            By: _____________________________________________
                                               John V. Holten
                                       Director and Chairman, President,
                                           Chief Executive Officer



May 10, 2001
                            By: _____________________________________________
                                               G. Marc Baumann
                                                  Treasurer

                                      14
<PAGE>

                               INDEX TO EXHIBITS


   Exhibit
   Number     Description
   ------     -----------

   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        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. 333-50437) 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).

   3.3        Amended and Restated By-Laws of the Company dated as of December
              29, 2000. (incorporated by reference to Exhibit 3.3 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).

   4.11       Fifth Amendment to the Senior Credit Facility dated March 30, 2001
              by and among the Company, the Lenders and Bank One, N.A., as agent
              for the Lenders. (incorporated by reference to Exhibit 4.11 to the
              Company's annual Report on Form 10-K filed for December 31, 2000).

   4.12       Demand Note dated March 5, 2001, by and among AP Holdings
              and Facto Capital L.L.C. (formerly known as Facto Capital
              Corporation).

   4.13       Demand Note dated March 8, 2001, by and among AP Holdings and
              Facto Capital L.L.C. (formerly known as Facto Capital
              Corporation).

   4.14       Demand Note dated March 12, 2001, by and among AP Holdings and
              Facto Capital L.L.C. (formerly known as Facto Capital
              Corporation).

   10.26      Management Agreement between AP Holdings and Holberg Industries,
              Inc. dated March 5, 2001.

                                      15