UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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)
January 9, 1997
(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 .
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 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP No.29409W105 Page 2 of 8 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*
AF
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 of1,224,800
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person1,224,800
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
1,224,800
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
9.26%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No.29409W105 Page 3 of 8 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*
AF
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 of1,224,800
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person1,224,800
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
1,224,800
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
9.26%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 1 to the statement on Schedule 13D
filed on behalf of Appaloosa Management L.P. (the "Manager")
and David A. Tepper ("Mr. Tepper" and together with the
Manager, collectively, the "Reporting Persons") on October 8,
1996 (the "Schedule 13D"), relates to the Class A common
stock of Envirotest Systems Corp. (the "Company").
Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Schedule 13D.
The Schedule 13D is hereby amended and supplemented as
follows:
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 and incorporated by reference
herein.
The general partner of the Manager is Appaloosa
Partners Inc., a Delaware corporation, of which Mr. Tepper
is the sole stockholder, sole director and President. The
other executive officers of Appaloosa Partners Inc. are:
Ronald M. Goldstein -- Chief Financial Officer and Vice
President; James E. Bolin -- Vice President and Secretary;
and Lawrence P. O'Friel -- Treasurer (Messrs. Goldstein,
Bolin and O'Friel referred to herein collectively as the
"Related Persons").
The Manager acts as general partner and/or investment
adviser to certain investment partnerships, investment funds
and managed accounts (collectively, the "Accounts"). 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 Messrs. Tepper,
Goldstein, Bolin and O'Friel is 51 John F. Kennedy Parkway,
Short Hills, New Jersey 07078. The present principal
occupations or employments of Messrs. Tepper, Goldstein,
Bolin and O'Friel are as officers of Appaloosa Partners Inc.
and employees of the Manager.
During the last five years, none of the Reporting
Persons or the Related 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. Messrs. Tepper,
Goldstein, Bolin and O'Friel are citizens of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
The additional 435,800 Shares, acquired by the
Reporting Persons since the filing of the Schedule 13D on
October 8, 1996, were purchased with the personal funds
and/or working capital of the Accounts.
Item 5.Interest in Securities of the Issuer
Since the filing of the Schedule 13D, on October 8,
1996, the Reporting Persons purchased, on behalf of the
Accounts, in the net aggregate, 435,800 Shares in the open
market.
(a) This statement on Schedule 13D relates to 1,224,800
Shares beneficially owned by the Reporting Persons,
which constitute approximately 9.26% of the issued and
outstanding Shares.
(b) The Manager has sole voting and dispositive power with
respect to 1,224,800 Shares. Mr. Tepper has sole
voting and dispositive power with respect to 1,224,800
Shares.
(c) Since the filing of the Schedule 13D on October 8,
1996, the Reporting Persons purchased and sold Shares,
on behalf of the Accounts, 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.
<PAGE>
Item 7.Material to Be Filed as Exhibits
Exhibit A: Joint Filing Agreement
Exhibit B: Transactions in Shares by the
Reporting Persons Since Filing of
Schedule 13D
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: August 18, 1997
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
[Incorporated by
Reference to
Exhibit A to the
Schedule 13D
filed on behalf
of the Reporting
Persons on
October 8, 1996.]
B
Transactions in
Shares by the
Reporting Persons
Since Filing of
Schedule 13D
8
<PAGE>
EXHIBIT B
Transactions in Shares by the
Reporting Persons Since Filing of Schedule 13D
Shares
Price
Purchased (+) /
per
Trade Date
Sold (-)
Share
01-09-97
35,000
2.7321
01-13-97
20,000
2.9375
01-14-97
15,000
2.8750
01-17-97
7,600
2.8750
01-20-97
5,000
2.7500
01-21-97
17,000
2.7500
01-29-97
5,000
2.7500
02-04-97
7,000
2.7500
02-13-97
10,000
2.7500
02-18-97
7,500
2.8750
02-21-97
7,500
2.7500
02-21-97
2,300
2.7900
02-26-97
5,000
2.7500
03-04-97
5,000
2.7500
03-07-97
5,000
2.7500
03-12-97
10,000
2.7500
03-19-97
17,500
2.7321
03-20-97
7,500
2.6250
03-21-97
5,000
2.6250
04-04-97
5,000
2.0625
07-01-97
5,000
2.7500
07-01-97
2,000
2.6750
07-02-97
- -1,100
2.7100
08-04-97
20,000
3.0000
08-05-97
5,000
3.3125
08-05-97
6,000
3.2692
08-12-97
200,000
3.3222
