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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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 1997
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(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 9
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: 725,000
8. Shared Voting Power: 0
9. Sole Dispositive Power: 725,000
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 725,000
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares: x
---
13. Percent Of Class Represented
By Amount In Row (11): 7.5%
14. Type of Reporting Person: IA
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CUSIP NO. 830830105 Page 3 of 9
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: 26,000
8. Shared Voting Power: 0
9. Sole Dispositive Power: 26,000
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 26,000
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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The statement on Schedule 13D filed by Orbis Investment Management
Limited and PosAlpha Management Limited (now named Orbis Management Limited)
on December 31, 1991, amended on February 20, 1992 and July 16, 1993, and
further amended by Orbis Investment Management Limited, Orbis Asset
Management Limited and Orbis Management Limited on October 29, 1996, 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.
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,
and Orbis Asset Management Limited ("OAML"), an investment manager organized
as a corporation under Bermuda law. The amendment to Schedule 13D filed on
October 29, 1996 reported a change in ownership that terminated the
obligation of Orbis Management Limited ("OML"; formerly PosAlpha Management
Limited) to report.
OIML and OAML (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 7, 1997, which is attached hereto as Exhibit
C.
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 4 of 9
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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.
On October 1, 1997, OIML sold 225,000 Common Shares for a total
price of $6,665,625.00. OIML, as an investment manager, sold Common Shares
for the account of its client, Orbis Global Equity Limited ("Orbis Global").
On October 1, 1997, OAML sold 8,000 Common Shares for a total price
of $237,000.00. OAML, as general partner with exclusive management and
investment authority over Orbis Optimal Global Fund, L.P. ("Orbis Optimal"),
sold the Common Shares for the account of Orbis Optimal.
Item 4. Purpose of the Transaction.
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.
OIML, acting as investment adviser to its client Orbis Global, sold
225,000 Common Shares on behalf of Orbis Global on October 1, 1997 in order
to realize part of the appreciation in the value of its investment in Skyline.
OAML, acting as general partner of Orbis Optimal, sold 8,000 Common
Shares on behalf of Orbis Optimal on October 1, 1997 in order to realize part
of the appreciation in the value of its investment in Skyline.
Item 5. Interest in the Securities of the Issuer.
(a) As of the date of this filing and under Rule 13d-3 of the
Exchange Act, OIML is the beneficial owner of the 725,000 Common Shares owned
by it directly, representing approximately 7.5% of the 9,666,144 Common
Shares reported as outstanding on July 17, 1997 in Skyline Corporation's
Annual Report for the year ended May 31, 1997. OIML
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disclaims beneficial ownership of the 26,000 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 26,000 Common Shares owned by it
directly, representing approximately 0.3% of the 9,666,144 Common Shares
reported as outstanding on July 17, 1997 in Skyline Corporation's Annual
Report for the year ended May 31, 1997. OAML disclaims beneficial ownership
of the 725,000 Common Shares owned by OIML.
None of the directors or officers of OIML or OAML 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 October 1, 1997, OIML sold on behalf of Orbis Global 725,000
Common Shares at a price of U.S. $29.625.
On October 1, 1997, OAML sold on behalf of Orbis Optimal 8,000
Common Shares at a price of U.S. $29.625.
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.
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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
OIML, OAML and OML.*
Exhibit C: Joint Filing Agreement, Dated October 7, 1997 between
OIML and OAML.
* Previously filed.
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Exhibit C
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 7th day of October, 1997.
ORBIS INVESTMENT MANAGEMENT LIMITED
By: /s/ Kevin J. Comeau
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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
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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: October 7, 1997
ORBIS INVESTMENT MANAGEMENT LIMITED
By: /s/ Kevin J. Comeau
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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
Page 9 of 9
