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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
CIRCUIT CITY STORES, INC.
(Name of Issuer)
CarMax Group Common Stock, $0.50 par value
(Title of Class of Securities)
172737306
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 9 Pages)
________________
*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 purposes 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).
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CUSIP No. 172737306 13G Page 2 of 9 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
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
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
97,000
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
97,000
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
97,000
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
.4%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 172737306 13G Page 3 of 9 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
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
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,503,000
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,503,000
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,503,000
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.2%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 172737306 13G Page 4 of 9 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Orbis Holdings 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
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,600,000
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,600,000
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,600,000
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
HC
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 172737306 13G Page 5 of 9 Pages
This Schedule 13G (the "Schedule 13G") initially filed on November 3,
1999 is hereby amended by this Amendment No. 1 to this Schedule 13G.
Item 1(a). Name of Issuer:
The name of the issuer is Circuit City Stores, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 9950 Mayland
Drive, Richmond, Virginia 23233.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Orbis Asset Management Limited, a company organized under
the laws of Bermuda ("OAML"), which serves as general
partner to Orbis Optimal Global Fund, LP ("OOGF"), a
limited partnership organized under the laws of Delaware,
with respect to the shares of CarMax Group Common Stock,
$0.50 par value (the "Common Stock") directly owned by OOGF;
(ii) Orbis Investment Management Limited, a company organized under
the laws of Bermuda ("OIML"), which serves as investment manager
to Orbis Global Equity Fund Limited ("OGEF"), a mutual fund
company organized under the laws of Bermuda , with respect
to the shares of Common Stock directly owned by OGEF; and
(iii) Orbis Holdings Limited ("Orbis Holdings"), a company organized
under the laws of Bermuda with respect to the shares of Common
Stock directly owned by each of OOGF and OGEF.
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons." Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is 34
Bermudiana Road, Hamilton HM 11, Bermuda.
Item 2(c). Citizenship:
The Reporting Persons are companies organized under the laws of Bermuda.
Item 2(d). Title of Class of Securities:
CarMax Group Common Stock, $0.50 par value
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CUSIP No. 172737306 13G Page 6 of 9 Pages
Item 2(e). CUSIP Number:
172737306
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(ii)(G),
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [X]
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CUSIP No. 172737306 13G Page 7 of 9 Pages
Item 4. Ownership.
A. Orbis Asset Management Limited
(a) Amount beneficially owned: 97,000
(b) Percent of class: .4% The percentages used in this Item 4
are calculated based upon the 24,141,509 shares of Common
Stock issued and outstanding as of December 31, 1999 as
reflected in the Company's form 10-Q for the period
ending November 30, 1999.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 97,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 97,000
B. Orbis Investment Management Limited
(a) Amount beneficially owned: 1,503,000
(b) Percent of class: 6.2%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,503,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,503,000
C. Orbis Holdings Limited
(a) Amount beneficially owned: 1,600,000
(b) Percent of class: 6.6%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,600,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,600,000
OIML, OAML and Orbis Holdings 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 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 disclaims beneficial ownership of the 97,000 shares of Common Stock
beneficially owned by OAML.
OAML disclaims beneficial ownership of the 1,503,000 shares of Common
Stock beneficially owned by OIML
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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CUSIP No. 172737306 13G Page 8 of 9 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
OAML, the general partner of OOGF, has the power to direct the affairs of
OOGF, including decisions respecting the direction of dividends and the
disposition of the proceeds from the sale of the shares of Common Stock.
Orbis Holdings is the parent holding company of OAML and of OIML. OGEF
has the power to direct the receipt of dividends from or the sale of
the shares beneficially owned by OIML.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
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.
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CUSIP No. 172737306 13G Page 9 of 9 Pages
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.
DATED: February 14, 2000
ORBIS INVESTMENT MANAGEMENT LIMITED
BY: /s/ James J. Dorr
General Counsel
ORBIS ASSET MANAGEMENT LIMITED
BY: /s/ James J. Dorr
General Counsel
ORBIS HOLDINGS LIMITED
BY: /s/ James J. Dorr
General Counsel
