UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Envirotest Systems Corp.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
29409W105
(CUSIP Number)
Jonathan Green, Esq.
Appaloosa Management L.P.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(201) 376-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the
following box .
Check the following box if a fee is being paid with the
statement X. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and for
any subsequent amendment containing information which
would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Exhibit Index: Page 7
Page 1 of 9 Pages<PAGE>
SCHEDULE 13D
CUSIP No. 29409W105 Page 2 of 9 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Appaloosa Management L.P.
2 Check the Appropriate Box If a Member of a Group*
a.
b. X
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 789,000
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 789,000
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
789,000
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
5.98%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP No. 29409W105 Page 3 of 9 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David A. Tepper
2 Check the Appropriate Box If a Member of a Group*
a.
b. X
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 789,000
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 789,000
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
789,000
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
5.98%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D relates to shares of
the Class A common stock, par value $0.01 per share (the
"Shares"), of Envirotest Systems Corp., a Delaware
corporation (the "Company"). The principal executive
offices of the Company are located at 246 Sobrante Way,
Sunnyvale, California 94086.
Item 2. Identity and Background
This statement on Schedule 13D is being filed by
Appaloosa Management L.P., a Delaware limited
partnership (the "Manager"), and David A. Tepper ("Mr.
Tepper", and together with the Manager, the "Reporting
Persons"). A copy of the Joint Filing Agreement between
the Reporting Persons is annexed hereto as Exhibit A.
The general partner of the Manager is Appaloosa
Partners Inc., a Delaware corporation, of which Mr.
Tepper is the sole stockholder and President.
The Manager is the general partner of Appaloosa
Investment Limited Partnership I, a Delaware limited
partnership (the "Partnership"). The Manager acts as an
investment adviser to Palomino Fund Ltd. ("Palomino")
and Reliance Standard Life Insurance Company
("Reliance"). Reliance is beneficially owned by Delphi
Financial Group, Inc. ("Delphi"). The address of the
principal business and principal office of the Manager
is 51 John F. Kennedy Parkway, Short Hills, New Jersey
07078. The business address of Mr. Tepper is 51 John F.
Kennedy Parkway, Short Hills, New Jersey 07078. The
present principal occupation or employment of Mr. Tepper
is as President of Appaloosa Partners Inc. The address
of the principal business and principal office of
Palomino is c/o Trident Trust Company (Cayman) Ltd., 1
Capital Place, P.O. Box 847, Grand Cayman, Cayman
Islands. The address of the principal business and
principal office of Pinto is 51 John F. Kennedy Parkway,
Short Hills, New Jersey 07078. The address of the
principal business and principal office of Reliance is
2501 Parkway, Philadelphia, Pennsylvania 19130. The
address of the principal business and principal office
of Delphi is 1105 North Market Street, Wilmington,
Delaware 19899. The Partnership, Palomino and Reliance
are sometimes referred to herein collectively as the
"Accounts".
During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors)
or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting
in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Tepper is
a citizen of the United States.
Item 3. Source and Amount of Funds or Other
Consideration
Of the 789,000 Shares held by the Reporting
Persons, 500,801 Shares were purchased with the personal
funds of the Partnership, 164,709 Shares were purchased
with the working capital of Palomino and 123,490 Shares
were purchased with the working capital of Reliance.
Item 4. Purpose of Transaction
The purpose of the acquisition by the Reporting
Persons of the Shares is for investment. The Reporting
Persons may consider making additional purchases of the
Shares in open-market or private transactions, the
extent of which purchases would depend upon prevailing
market and other conditions. Alternatively, the
Reporting Persons may sell all or a portion of their
Shares in open-market or private transactions, depending
upon prevailing market conditions and other factors.
Except as indicated above, the Reporting Persons
have no plans or proposals which relate to or would
result in any of the events, actions or conditions
specified in paragraphs (a) through (j) of Item 4 of
this Form.
Item 5. Interest in Securities of the Issuer
(a) This statement on Schedule 13D relates to 789,000
Shares beneficially owned by the Reporting Persons,
which constitute approximately 5.98% of the issued
and outstanding Shares. As of May 10, 1996, the
Reporting Persons beneficially owned 669,000 Shares
which constituted approximately 5.07% of the issued
and outstanding Shares.
(b) The Manager has sole voting and dispositive power
with respect to 789,000 Shares. Mr. Tepper has
sole voting and dispositive power with respect to
789,000 Shares.
(c) Within the past sixty days, the Reporting Persons
purchased and sold Shares on the dates, in the
amounts and at the prices set forth on Exhibit B
annexed hereto and incorporated by reference
herein. All of such purchases and sales were made
on the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
As discussed in Item 2 above, the Manager acts as
general partner to the Partnership, which owns 500,801
Shares. The Manager also acts as investment adviser to
Palomino, which owns 164,709 Shares, and Reliance, which
owns 123,490 Shares. Mr. Tepper is the President of
Appaloosa Partners Inc., which is the general partner of
the Manager. The Manager is the general partner of the
Partnership.
Except as set forth above, there exist no
contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2
and between such persons and any persons with respect to
any securities of the Company, including but not limited
to transfer or voting of any securities, finders' fees,
joint ventures, loan or option agreements, put or calls,
guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Joint Filing Agreement.
Exhibit B: Transactions in Shares Within Past
60 Days.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: October 8, 1996
Appaloosa Management L.P.
By: Appaloosa Partners
Inc.,
Its General Partner
By: /s/ David A. Tepper
David A. Tepper
President
David A. Tepper
/s/ David A. Tepper
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit Name Page
A Joint Filing Agreement 8
B Transactions in Shares Within Past 60
Days 9
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, the persons
named below each hereby agrees that the Schedule 13D
filed herewith and any amendments thereto relating to
the acquisition of shares of beneficial interest of
Envirotest Systems Corp. is filed jointly on behalf of
each such person.
Dated: October 8, 1996
Appaloosa Management L.P.
By: Appaloosa Partners
Inc.,
Its General Partner
By: /s/ David A. Tepper
David A. Tepper
President
David A. Tepper
/s/ David A. Tepper
<PAGE>
EXHIBIT B
Transactions in Shares of the Company
Within the Past Sixty Days
Purchases by the Partnership
Trade Date
Purchase/Sale
No. of
Shares
Purchased/Sold
Price
Per Share
9-17-96
P
38,000
2.312
Purchases by Palomino
Trade Date
Purchase/Sale
No. of
Shares
Purchased/Sold
Price
Per Share
9-17-96
P
12,530
2.312
Purchases by Reliance
Trade Date
Purchase/Sale
No. of
Shares
Purchased/Sold
Price
Per Share
9-17-96
P
9,470
2.312
