UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
SKYLINE CORPORATION
(Name of Issuer)
COMMON STOCK, $0.0277 PAR VALUE
(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)
August 27, 1998
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) 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 the 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 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).
Page 1 of 7 Pages
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CUSIP No. 830830105 13D Page 2 of 7 Pages
________________________________________________________________________
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Orbis Investment Management Limited
____________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [x]
________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________
(4) Source of Funds (See Instructions) 00
________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
________________________________________________________________________
(6) Citizenship or Place of Organization Bermuda
________________________________________________________________________
(7) Sole Voting Power 408,300
Number of _______________________________________________________
Shares
Beneficially (8) Shared Voting Power - 0 -
Owned by _______________________________________________________
Each
Reporting (9) Sole Dispositive Power 408,300
Person With _______________________________________________________
(10) Shared Dispositive Power - 0 -
________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
408,300
________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [x]
________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 4.3%
________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IA
________________________________________________________________________
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CUSIP No. 830830105 13D Page 3 of 7 Pages
________________________________________________________________________
(1) Names of Reporting Persons Orbis Asset Management Limited
S.S. or I.R.S. Identification
Nos. of Above Persons
____________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________
(4) Source of Funds (See Instructions) 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
________________________________________________________________________
(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 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 (See Instructions) IA
________________________________________________________________________
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CUSIP No. 830830105 13D Page 4 of 7 Pages
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 and further amended by Orbis Investment Management Limited and
Orbis Asset Management Limited on October 8, 1997 and October 10, 1997,
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.
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CUSIP No. 830830105 13D Page 5 of 7 Pages
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 August 19, 21, 26 and 27, 1998, OIML sold 15,000, 66,700, 10,000
and 225,000 Common Shares, respectively, for a total price of $454,119,
$1,976,094.22, $281,875 and $6,362,505, respectively.
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
an aggregate of 316,700 Common Shares on behalf of Orbis Global on
August 19, 21, 26 and 27, 1998 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 408,300 Common Shares
owned by it directly, representing approximately 4.3% of the 9,433,144
Common Shares reported as outstanding on July 17, 1998 in Skyline
Corporation's Annual Report for the year ended May 31, 1998. OIML
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 9,433,144 Common
Shares reported as outstanding on July 17, 1998 in Skyline Corporation's
Annual Report for the year ended May 31, 1998. OAML disclaims
beneficial ownership of the 408,300 Common Shares owned by OIML.
None of the directors or officers of OIML or OAML beneficially own
any Common Shares.
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CUSIP No. 830830105 13D Page 6 of 7 Pages
(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 August 19, 1998 OIML sold on behalf of Orbis Global 15,000
Common Shares at a price of U.S. $30.2746 per share.
On August 21, 1998 OIML sold on behalf of Orbis Global 66,700
Common Shares at a price of U.S. $29.6266 per share.
On August 26, 1998, OIML sold on behalf of Orbis Global 10,000
Common Shares at a price of $28.1875 per share.
On August 27, 1998, OIML sold on behalf of Orbis Global 225,000
Common Shares at a price of $28.2778 per share.
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) OIML ceased to be the beneficial owner of more than 5% of the
Common Shares on August 27, 1998.
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 OIML, OAML and OML.*
Exhibit C: Joint Filing Agreement, Dated October 7, 1997
between OIML and OAML.*
- -----------
* Previously filed.
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CUSIP No. 830830105 13D Page 7 of 7 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: September 2, 1998
ORBIS INVESTMENT MANAGEMENT LIMITED
By: /s/ William B. Gray
-----------------------------
William B. Gray
Director
ORBIS ASSET MANAGEMENT LIMITED
By: /s/ William B. Gray
------------------------------
William B. Gray
President and Director
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