SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
(Rule 13d-102)
________________
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)*
CIRCUIT CITY STORES, INC.
(Name of Issuer)
Car Max Group Common Stock, $0.50 par value
(Title of Class of Securities)
172737306
(CUSIP Number)
October 27, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
___________
* 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 the disclosures provided in a prior cover
page.
The information required in 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).
<PAGE>
CUSIP No. 172737306 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ORBIS INVESTMENT MANAGEMENT LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
5 SOLE VOTING POWER
1,557,000
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALLY
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
1,557,000
PERSON WITH
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,557,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 172737306 Page 3 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ORBIS ASSET MANAGEMENT LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
5 SOLE VOTING POWER
97,000
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALLY
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
97,000
PERSON WITH
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 172737306 Page 4 of 5 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
Circuit City Stores, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
9950 Mayland Drive
Richmond, VA 23233
Item 2(a) Name of Person(s) Filing:
Orbis Investment Management Limited
Orbis Asset Management Limited
Item 2(b) Address of Principal Business Office:
34 Bermudiana Road
Hamilton HM11 Bermuda
Item 2(c) Citizenship: N/A
Item 2(d) Title of Class of Securities:
CarMax Group Common Stock
Item 2(e) CUSIP Number:
172737306
Item 3 The person(s) filing is(are):
If this statement is filed pursuant to Rule 13d-1(c), check
this box [X]
Item 4 Ownership
Orbis Investment Management Limited ("OIML") and Orbis Asset Management
Limited ("OAML") are together making this filing because they may be
deemed to constitute a "group" for the purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Information with respect to each of OIML and OAML (collectively, the
"Reporting Persons") is given solely by such Reporting Person and no
Reporting Person has responsibility for the accuracy or completeness of
information supplied by the other Reporting Person.
OIML is the beneficial owner of 1,557,000 shares or 6.5% of the
23,960,463 shares of CarMax Group Common Stock believed to be
outstanding. OIML disclaims beneficial ownership of the 97,000 shares of
CarMax Group Common Stock beneficially owned by OIAL.
OIAL is the beneficial owner of 97,000 shares or 0.4% of the 23,960,463
shares of CarMax Group Common Stock believed to be outstanding. OIAL
disclaims beneficial ownership of the 1,557,000 shares of CarMax Group
Common Stock beneficially owned by OIML.
<PAGE>
CUSIP No. 172737306 Page 5 of 5 Pages
Item 5 Ownership of 5% or Less of a Class: N/A
Item 6 Ownership of More than 5% on Behalf of Another Person:
Orbis Global Equity Fund Limited has the right to receive dividends
from, or the proceeds from the sale of, the 1,557,000 shares of CarMax
Group Common Stock beneficially owned by OIML.
Orbis Optimal Global Fund LP has the right to receive dividends from, or
the proceeds from the sale of, the 97,000 shares of CarMax Group Common
Stock beneficially owned by OIAL.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: N/A
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of the Group: N/A
Item 10 Certification
By signing below the undersigned certify that to the best of our
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signatures
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Date: November 3, 1999
ORBIS INVESTMENT MANAGEMENT LIMITED
BY: /s/ James J. Dorr
General Counsel and Secretary
ORBIS ASSET MANAGEMENT LIMITED
BY: /s/ James J. Dorr
General Counsel and Secretary
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