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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(AMENDMENT NO. 3)
SKYLINE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0277
(Title of Class of Securities)
830830105
(CUSIP Number)
Mr. Kevin J. Comeau
Orbis Investment Management Limited
34 Bermudiana Road
Hamilton HM 11, Bermuda
(441) 296-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 23, 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 [ ].
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 disclosures 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).
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CUSIP NO. 830830105 Page 2 of 14
1. Name Of Reporting Person: Orbis Investment
S.S. Or I.R.S. Identification Management Limited
No. Of Above Person:
2. Check the appropriate Box if a Member of a Group
(a) (b) X
----- -----
3. SEC Use Only
4. Source Of Funds: 00
-----
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e):
-----
6. Citizenship Or Place
Of Organization: Bermuda
Number Of Shares Beneficially Owned By Each Reporting Person With:
7. Sole Voting Power: 950,000
8. Shared Voting Power: 0
9. Sole Dispositive Power: 950,000
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 950,000
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares: X
-----
13. Percent Of Class Represented
By Amount In Row (11): 9.4%
14. Type of Reporting Person: IA
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CUSIP NO. 830830105 Page 3 of 14
1. Name Of Reporting Person: Orbis Asset
S.S. Or I.R.S. Identification Management Limited
No. Of Above Person:
2. Check the appropriate Box if a Member of a Group
(a) (b) X
----- -----
3. SEC Use Only
4. Source Of Funds: 00
-----
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items
2(d) Or 2(e):
-----
6. Citizenship Or Place
Of Organization: Bermuda
Number Of Shares Beneficially Owned By Each Reporting Person With:
7. Sole Voting Power: 34,000
8. Shared Voting Power: 0
9. Sole Dispositive Power: 34,000
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 34,000
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares: X
-----
13. Percent Of Class Represented
By Amount In Row (11): 0.3%
14. Type of Reporting Person: IA
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CUSIP NO. 830830105 Page 4 of 14
1. Name Of Reporting Person: Orbis Management Limited
S.S. Or I.R.S. Identification (formerly named PosAlpha
No. of Above Person: Management Limited)
2. Check the appropriate Box if a Member of a Group
(a) (b) X
----- -----
3. SEC Use Only
4. Source Of Funds: 00
-----
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e):
-----
6. Citizenship Or Place
Of Organization: Bermuda
Number Of Shares Beneficially Owned By Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 0
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 0
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares: X
-----
13. Percent Of Class Represented
By Amount In Row (11): 0
14. Type of Reporting Person: IA
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The statement on Schedule 13D filed by Orbis Investment Management
Limited and PosAlpha Management Limited (now named Orbis Management
Limited) on December 31, 1991 and amended on February 20, 1992 and July 16,
1993, relating to the shares (the "Common Shares") of common stock, par value
$0.0277 per share of Skyline Corporation ("Skyline"), is hereby amended as
set forth below.
In accordance with Rule 101(a)(2)(ii) of Securities and Exchange
Commission Regulation S-T and Rule 240.13d-2(c) under the Securities Exchange
Act of 1934, as amended, this Amendment No. 3 restates the statement on
Schedule 13D.
Item 1. SECURITY AND ISSUER.
-------------------
This statement on Schedule 13D relates to Common Shares of Skyline.
The principal executive offices of Skyline are located at 2520 By-Pass Road,
Elkhart, Indiana 46514-1584.
Item 2. IDENTITY AND BACKGROUND.
-----------------------
This statement is filed by Orbis Investment Management Limited
("OIML"), an investment manager organized as a corporation under Bermuda law,
Orbis Asset Management Limited ("OAML"), an investment manager organized as a
corporation under Bermuda law, and Orbis Management Limited ("OML"; formerly
named PosAlpha Management Limited), an investment manager organized as a
corporation under Bermuda law.
OIML, OAML and OML (collectively, the "Reporting Persons") are
together making this filing because they may be deemed to constitute a
"group" for purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Information with respect to each
Reporting Person is given solely by such Reporting Person and no Reporting
Person has responsibility for the accuracy or completeness of information
supplied by any other Reporting Person. The Reporting Persons have entered
into a Joint Filing Agreement, dated October 23, 1996, which is attached
hereto as Exhibit B.
OIML's principal business is investment management of mutual funds.
The address of OIML's principal business and principal office is 34
Bermudiana Road, Hamilton, HM 11 Bermuda.
OAML's principal business is serving as general partner and
investment manager of limited partnerships. The address of OAML's principal
business and principal office is 34 Bermudiana Road, Hamilton, HM 11 Bermuda.
Page 5 of 14
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OML's principal business is investment management of client funds.
The address of OML's principal business and principal office is 34 Bermudiana
Road, Hamilton, HM 11 Bermuda.
Set forth in Schedules 1, 2 and 3 hereto and incorporated by
reference herein are (I) the names, (II) residence or business addresses,
(III) present principal occupations or employments and the names, principal
businesses and addresses of the corporations or other organizations in which
such employments are conducted, and (IV) citizenship of each of the directors
and officers of OIML, OAML and OML.
During the last five years, none of the Reporting Persons nor any of
the officers or directors of any Reporting Person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to 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.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
As disclosed in the statement on Schedule 13D filed by OIML and OML
on December 31, 1991, OIML purchased 600,000 Common Shares for an aggregate
purchase price of $9,054,375 in a series of transactions prior to that date.
OIML, as an investment manager, purchased Common Shares for the account of
its client, Orbis Global Equity Limited ("Orbis Global"), using the funds of
Orbis Global.
As disclosed in the statement on Schedule 13D filed by OIML and OML
on December 31, 1991, OML (then named PosAlpha) purchased 33,000 Common
Shares for an aggregate purchase price of $554,530 in a series of
transactions prior to that date. OML, as an investment manager, purchased
Common Shares for the account of its client, Estate of Michael Ferszt
("EOMF"), using the funds of EOMF.
On February 7, 1992, OIML purchased 165,000 Common Shares for a
purchase price of $2,640,000. OIML, as an investment manager, purchased
Common Shares for the account of its client, Orbis Global, using the funds of
Orbis Global.
On February 12, 1992, OML purchased 3,200 Common Shares for a
purchase price of $53,125.12. On February 13, 1992, OML purchased 8,800
Common Shares for a purchase price of $146,300. OML, as an investment
manager, purchased
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Common Shares for the account of its client, EOMF, using
the funds of EOMF.
On July 8, 1993, OIML purchased 300,000 Common Shares for a purchase
price of $5,116,260. OIML, as an investment manager, purchased Common Shares
for the account of its client, Orbis Global, using the funds of Orbis Global.
On October 18, 1994, OIML purchased 35,000 Common Shares for a
purchase price of $748,125. OIML, as an investment manager, purchased the
Common Shares for the account of its client, Orbis Global, using the funds of
Orbis Global.
On April 26, 1995, OAML purchased 7,300 Common Shares for a purchase
price of $130,487. On April 27, 1995, OAML purchased 4,700 Common Shares at
a price of $84,337. OAML, as general partner with exclusive management and
investment authority over Orbis Optimal Global Fund, L.P. ("Orbis Optimal"),
purchased the Common Shares for the account of Orbis Optimal, using the funds
of Orbis Optimal.
On January 25, 1996, OAML purchased 24,000 Common Shares for a
purchase price of $487,500. OAML, as general partner for Orbis Optimal,
purchased the Common Shares for the account of Orbis Optimal, using the funds
of Orbis Optimal.
Item 4. PURPOSE OF THE TRANSACTION.
--------------------------
The purpose of each Reporting Person's purchases of Common Shares is
to make a long-term investment in Skyline's capital stock. None of the
Reporting Persons has any present plans or proposals with respect to Skyline
which relate to or would result in any of the events enumerated in Item 4 of
Schedule 13D.
OML, acting as investment adviser to its client EOMF, sold 10,000
Common Shares on behalf of EOMF on January 14, 1994 in order to realize part
of the appreciation in the value of its investment in Skyline. OML sold
35,000 Common Shares on behalf of EOMF on October 18, 1994, pursuant to the
liquidation of that account. As a result of these sales, OML owns no Common
Shares.
In addition, OIML, acting as investment adviser to Orbis Global, and
OAML, acting as general partner of Orbis Optimal, sold Common Shares on
behalf of Orbis Global and Orbis Optimal, respectively, as disclosed in Item
5 in order to realize part of the appreciation in the value of their
respective investments in Skyline.
Item 5. INTEREST IN THE SECURITIES OF THE ISSUER.
----------------------------------------
Page 7 of 14
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(a) As of the date of this filing and under Rule 13d-3 of the
Exchange Act, OIML is the beneficial owner of the 950,000 Common Shares owned
by it directly, representing approximately 9.4% of the 10,142,844 Common
Shares reported as outstanding on October 11, 1996 in Skyline Corporation's
Quarterly Report for the quarter ended August 31, 1996. OIML disclaims
beneficial ownership of the 34,000 Common Shares owned by OAML.
As of the date of this filing and under Rule 13d-3 of the Exchange
Act, OAML is the beneficial owner of the 34,000 Common Shares owned by it
directly, representing approximately 0.3% of the 10,142,844 Common Shares
reported as outstanding on October 11, 1996 in Skyline Corporation's
Quarterly Report for the quarter ended August 31, 1996. OAML disclaims
beneficial ownership of the 950,000 Common Shares owned by OIML.
As of the date of this filing and under Rule 13d-3 of the Exchange
Act, OML is the beneficial owner of no Common Shares. OML disclaims
beneficial ownership of the 950,000 Common Shares owned by OIML and of the
34,000 Common Shares owned by OAML.
None of the directors or officers of OIML, OAML or OML beneficially
own any Common Shares.
(b) Each of OIML and OAML possesses the sole power to vote or to
direct the vote and the sole power to dispose or direct the disposition of
the Common Shares owned by OIML and OAML, respectively. OML owns no Common
Shares, and has no power to vote or direct the vote and no power to dispose
or direct the disposition of any Common Shares.
(c) Since the most recent filing on Schedule 13D, the following
transactions have been effected:
On January 14, 1994, OML sold on behalf of EOMF 10,000 Common Shares
at a price of U.S. $20.875
On October 18, 1994, OML sold on behalf of EOMF 35,000 Common Shares
at a price of U.S. $21.375.
On October 18, 1994, OIML purchased on behalf of Orbis Global 35,000
Common Shares at a price of U.S. $21.375.
On April 26, 1995, OAML purchased on behalf of Orbis Optimal 7,300
Common Shares at a price of U.S. $17.875.
On April 27, 1995, OAML purchased on behalf of Orbis Optimal 4,700
Common Shares at a price of U.S. $17.9441.
Page 8 of 14
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On January 25, 1996, OIML sold on behalf of Orbis Global 75,000
Common Shares at a price of U.S. $20.44.
On January 25, 1996, OAML purchased on behalf of Orbis Optimal
24,000 Common Shares at a price of U.S. $20.3125.
On September 23, 1996, OIML sold on behalf of Orbis Global 75,000
Common Shares at a price of U.S. $27.125.
On September 23, 1996, OAML sold on behalf of Orbis Optimal 2,000
Common Shares at a price of U.S. $27.125.
All of the above purchases or sales were open-market transactions on
the New York Stock Exchange.
None of the officers or directors of OIML, OAML or OML has engaged
in any transaction in Common Shares during the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
-------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
Not applicable.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit A: Joint Filing Agreement, Dated December 31, 1991,
between OIML and PosAlpha.*
Exhibit B: Joint Filing Agreement, Dated October 23, 1996
between the Reporting Persons.
* Previously filed.
Page 9 of 14
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SCHEDULE 1
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DIRECTORS OF ORBIS INVESTMENT MANAGEMENT LIMITED
------------------------------------------------
R.A.C. GILBERTSON
- -----------------
Business Address: 34 Bermudiana Road, Hamilton, HM 11
Bermuda
Principal Occupation: Vice-President
Orbis Investment Management
Limited
Citizenship: British
GEOFFREY M. GARDNER
- -------------------
Business Address: 34 Bermudiana Road, Hamilton, HM 11
Bermuda
Principal Occupation: President
Orbis Investment Management Limited
Citizenship: British
WILLIAM B. GRAY
- ---------------
Business Address: 34 Bermudiana Road, Hamilton, HM 11
Bermuda
Principal Occupation: Portfolio Manager
Orbis Investment Management Limited
Citizenship: United States
FAITH A. CONYERS
- ----------------
Business Address: 34 Bermudiana Road, Hamilton, HM 11
Bermuda
Principal Occupation: Principal Accounting Officer
Orbis Investment Management Limited
Citizenship: British Dependent Territory National (Bermudian)
OFFICER OF ORBIS INVESTMENT MANAGEMENT LIMITED
----------------------------------------------
KEVIN J. COMEAU
- ---------------
Business Address: 34 Bermudiana Road, Hamilton, HM 11
Bermuda
Principal Occupation: General Counsel and Secretary
Orbis Investment Management Limited
Citizenship: Canadian
Page 10 of 14
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SCHEDULE 2
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DIRECTORS OF ORBIS ASSET MANAGEMENT LIMITED
-------------------------------------------
WILLIAM B. GRAY
- ---------------
Business Address: 34 Bermudiana Road, Hamilton, HM 11
Bermuda
Principal Occupation: President
Orbis Asset Management Limited
Citizenship: United States
KEVIN J. COMEAU
- ---------------
Business Address: 34 Bermudiana Road, Hamilton, HM 11
Bermuda
Principal Occupation: Vice-President and General Counsel
Orbis Asset Management Limited
Citizenship: Canadian
OFFICER OF ORBIS ASSET MANAGEMENT LIMITED
-----------------------------------------
FAITH A. CONYERS
- ----------------
Business Address: 34 Bermudiana Road, Hamilton, HM 11
Bermuda
Principal Occupation: Principal Accounting Officer
Orbis Asset Management Limited
Citizenship: British Dependent Territory National (Bermuda)
Page 11 of 14
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SCHEDULE 3
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DIRECTOR OF ORBIS MANAGEMENT LIMITED
------------------------------------
(formerly named PosAlpha Management Limited)
R.A.C. GILBERTSON
- -----------------
Business Address: 34 Bermudiana Road, Hamilton, HM 11
Bermuda
Principal Occupation: Chairman
Orbis Management Limited
Citizenship: British
OFFICERS OF ORBIS MANAGEMENT LIMITED
------------------------------------
FAITH A. CONYERS
- ----------------
Business Address: 34 Bermudiana Road, Hamilton, HM 11
Bermuda
Principal Occupation: Principal Accounting Officer
Orbis Management Limited
Citizenship: British Dependent Territory National (Bermudian)
KEVIN J. COMEAU
- ---------------
Business Address: 34 Bermudiana Road, Hamilton, HM 11
Bermuda
Principal Occupation: General Counsel and Secretary
Orbis Management Limited
Citizenship: Canadian
Page 12 of 14
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EXHIBIT B
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JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree that the Schedule 13D filed
herewith (and any amendments thereto) in respect of the shares (the "Common
Shares") of common stock, par value $0.0277 of Skyline Corporation, an
Indiana corporation, is filed jointly on behalf of each such person, and
further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings. This Joint Filing Agreement constitutes the entire
agreement of the undersigned with respect to the subject matter hereof and
supersedes and replaces any prior joint filing agreement entered into by any
of the undersigned in respect of the Common Shares.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement this 23rd day of October, 1996.
ORBIS INVESTMENT MANAGEMENT LIMITED
By: /S/ KEVIN J. COMEAU
------------------------------
Kevin J. Comeau
General Counsel and Secretary
ORBIS ASSET MANAGEMENT LIMITED
By: /S/ KEVIN J. COMEAU
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Kevin J. Comeau
Vice President, General Counsel, and Director
ORBIS MANAGEMENT LIMITED
By: /S/ KEVIN J. COMEAU
------------------------------
Kevin J. Comeau
General Counsel and Secretary
Page 13 of 14
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SIGNATURES
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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: October 29, 1996
ORBIS INVESTMENT MANAGEMENT LIMITED
By: /s/ Kevin J. Comeau
------------------------------
Kevin J. Comeau
General Counsel and Secretary
ORBIS ASSET MANAGEMENT LIMITED
By: /s/ Kevin J. Comeau
------------------------------
Kevin J. Comeau
Vice President, General Counsel and Director
ORBIS MANAGEMENT LIMITED
By: /s/ Kevin J. Comeau
------------------------------
Kevin J. Comeau
General Counsel and Secretary
Page 14 of 14
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