Skyline Corp – ‘PRE 14A’ for 5/31/95

As of:  Friday, 7/21/95   ·   For:  5/31/95   ·   Accession #:  90896-95-9   ·   File #:  1-04714

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Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Solicitation Material               14     52K 

Document Table of Contents

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PRELININARY PROXY COPY                                                          
DEFINITIVE PROXY MATERIALS WILL BE MAILED TO THE SHAREHOLDERS AUGUST 1, 1995    

SKYLINE CORPORATION                                                             
2520 By-Pass Road                                                               
P.O. Box 743                                                                    
Elkhart, Indiana 46515                                                          

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS                                        
September 18, 1995                                                              

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of   
Skyline Corporation (Skyline) will be held at the Shenandoah Room, in the       
Ramada Inn, 3011 Belvedere Road, Elkhart, Indiana, on Monday, September 18,     
1995, at 10:00 a.m., Eastern Standard Time, for the following purposes:         

1. To elect a Board of Directors for the ensuing year, or until their 
successors are elected and qualify.                             

 2. To vote on the following proposed amendment to Article IX, Section 1
   of the Articles of Incorporation which would permit the size of the
     Board of Directors, as specified from time to time in the By-Laws, to
    be from 3 to 10 Directors (instead of the current 3 to 9 Directors):

The Corporation shall have such number of Directors as shall be 
   specified in the By-Laws, but in no event shall such number be less
   than three nor more than ten. In the event the By-Laws do not state
the number of Directors, the number of Directors shall be nine. 

3. To transact such other business as may properly come before the    
meeting, or any adjournment thereof.                            

The Board of Directors has fixed the close of business on July 19, 1995,
as the record date for the determination of shareholders entitled to notice     
of, and to vote at, said meeting.                                               

By Order of the Board of Directors                                              

RONALD F. KLOSKA                                                                
Vice-Chairman, Chief                                                            
Administration Officer and Secretary                                            
August 1, 1995                                                                  

IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN,              
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING                 
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.             

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SKYLINE CORPORATION                                                             
2520 By-Pass Road, P.O. Box 743                                                 
Elkhart, Indiana 46515                                                          
August 1, 1995                                                                  

PROXY STATEMENT                                                                 

The enclosed proxy is solicited by the Board of Directors of Skyline  
Corporation (Skyline) for use at the Annual Meeting of Shareholders to be held  
September 18, 1995. The shares represented by properly executed proxies         
received prior to the meeting will be voted. If the shareholder directs in the  
proxy how the shares are to be voted, they will be voted accordingly.  When no  
direction has been given by the shareholder, it is the intention of the         
proxies named in the proxy to vote the same in accordance with their best       
judgment. Any proxy given may be revoked by the shareholder at any time prior   
to the voting of the proxy. The approximate date on which this proxy statement  
and the form of proxy are first sent or given to security holders is August 1,  
1995.                                                                           

VOTING SECURITIES                                                               

   Only shareholders of record as of the close of business on July 19, 1995,
or their proxies are entitled to vote at the meeting. As of that date,          
Skyline had outstanding 11,120,644 shares of Common Stock having one vote per   
share.                                                                          

ELECTION OF DIRECTORS                                                           

  Each share of Common Stock is entitled to one vote, which means that the
holders of more than 50% of the shares voting for the election of Directors     
can elect all of the Directors and approve any other matter as may properly     
come before the meeting if they choose to do so.                                

It is proposed that nine Directors be elected at the meeting, each to 
serve until the next Annual Meeting of Shareholders and until his successor is  
elected and qualifies.                                                          

It is intended that the votes authorized by the enclosed proxy will be
cast for the election of the nine nominees for Directors whose names are set    
forth below. In the event that one or more of the nominees shall unexpectedly   
become unavailable for election, the votes will be cast, pursuant to authority  
granted by the enclosed proxy, for such person or persons as may be designated  
by the present Board of Directors or the Board may be reduced accordingly. All  
of the nominees for whom the proxies intend to vote have agreed to serve as     
Directors if elected.                                                           

Information about the nominees for election as Directors and the      
beneficial ownership of Skyline Common Stock by directors as a group is as      
follows:                                                                        

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                             Shares of Skyline
                              Common Stock bene-
                                 Skyline   ficially Owned at       Percent
Name, Title, Address                Director  July 1, 1995            of        
and Principal Occupation       Age  Since     Directly or Indirectly  Class(3)  

ARTHUR J. DECIO                 64   1959       1,477,784(1)            13.3 %  
Chairman, Skyline Corporation,                                                  
2520 By-Pass Road, Elkhart,                                                     
IN 46514. Chairman of the Board                                                 
and Chief Executive Officer.                                                    
Mr. Decio is also a Director of                                                 
NIPSCO Industries, Inc.,Hammond,                                                
Indiana, and Quality Dining,                                                    
Inc., Mishawaka, Indiana.                                                       

TERRENCE M. DECIO               43   1989          30,080(2)                    
Senior Executive Vice President,                                                
Skyline Corporation, 2520                                                       
By-Pass Road Elkhart, Indiana                                                   
46514. Mr. Decio is also a                                                      
Director of Society Bank                                                        
(Key Corp.), South Bend, Indiana.                                               

JERRY HAMMES                    63   1986          13,000                       
2015 West Western Avenue,                                                       
South Bend, Indiana 46629.                                                      
President of Romy Hammes, Inc.,                                                 
a one bank holding company and                                                  
real estate investment company,                                                 
South Bend, Indiana, and Chairman                                               
of Peoples Bank of Kankakee County,                                             
a bank, Bourbonnais, Illinois.                                                  
Mr. Hammes is also a Director of                                                
Society Bank (Key Corp.), South Bend,                                           
Indiana.                                                                        

RONALD F. KLOSKA                61   1965          28,600                       
Vice-Chairman and Chief                                                         
Administration Officer and                                                      
Secretary Skyline Corporation,                                                  
2520 By-Pass Road, Elkhart,                                                     
Indiana 46514.                                                                  

WILLIAM H. LAWSON               58   1975           3,000                       
President and Chief Executive                                                   
Officer, Franklin Electric Co.,                                                 
Inc., 400 East Spring Street,                                                   
Bluffton, Indiana 46714. Chairman                                               
of the Board, Chief Executive Officer                                           
and a Director of Franklin Electric                                             
Company, Inc., a manufacturer of                                                
electric motors, Bluffton, Indiana.                                             
Mr. Lawson is also a Director of JSJ                                            
Corporation, Sentry Insurance, a Mutual                                         
Company, and American Electronics                                               
Components, Inc.                                                                

DAVID T. LINK                   58   1994               0                       
Dean and Professor of Law,                                                      
Notre Dame Law School, University                                               
of Notre Dame, Notre Dame, Indiana                                              
46556.                                                                          

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ANDREW J. McKENNA,              65   1971          12,300                       
Chairman, President and CEO,                                                    
Schwarz Paper Company, 8338 North                                               
Austin Avenue, Morton Grove, Illinois                                           
60053. President of Schwarz Paper                                               
Company, a national distributor of                                              
paper, printing and packaging,                                                  
Morton Grove, Illinois. Mr. McKenna                                             
is also a director of First Chicago                                             
Corporation, First National Bank of                                             
Chicago, Tribune Company, Aon                                                   
Corporation, McDonalds Corporation                                              
and Dean Foods Company.                                                         

WILLIAM H. MURSCHEL             50   1992           1,610                       
President and Chief Operations                                                  
Officer, Skyline Corporation 2520                                               
By-Pass Road, Elkhart, Indiana                                                  
46514. Mr. Murschel was Vice                                                    
President of Skyline from June                                                  
1986 through September 16, 1991.                                                

DALE SWIKERT                    65   1963           8,791                       
224 Carnation Drive, Nampa,                                                     
Idaho 83687. President, Interstate                                              
West Corp., Private Investor and                                                
former President of Vanamera                                                    
Industries, Ltd., Kelowna, British                                              
Columbia, a Canadian manufacturer                                               
of van conversions.                                                             

ALL NOMINEES AND                                                                
OFFICERS AS A GROUP                             1,576,815               14.18%  

(l)  Includes 83,500 shares in The Arthur J. Decio Foundation, a charitable     
foundation, of which Mr. Decio is a trustee. Mr. Decio disclaims any  
beneficial interest with respect to these shares.                     

(2) Terrence M. Decio is the son of Arthur J. Decio.                            

(3) Less than one percent unless otherwise indicated.                           

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Information about Board and Committee meetings is as follows:                   

 The Audit Committee consisted of Messrs. Hammes, McKenna and Dr. Thomas
P. Bergin until September 19, 1994, after which the Audit Committee consisted   
of Messrs. Hammes, McKenna, Link and Swikert. It met two times during the       
fiscal year ended May 31, 1995. The Committee meets with the accounting firm    
which conducts the annual audit of Skyline's books, reviews auditors'           
recommendations, reviews the independence of Skyline's auditors and considers   
the range of audit and non-audit fees. It also meets with the internal audit    
staff and Chief Financial Officer, reviews the scope and adequacy of Skyline's  
internal auditing program and reports its findings to the Board with any        
recommendations it considers appropriate.                                       

 The Governance and Compensation Committee consisted of Messrs. McKenna,
Hammes and Lawson until September 19, 1994, after which the Governance and      
Compensation Committee consisted of Messrs. McKenna, Hammes, Lawson and Link.   
It met three times during the last fiscal year. The Committeeestablishes        
compensation for the Chief Executive Officer and consults with the Chief        
Executive Officer concerning compensation for other electedofficers of the      
Company. The Committee also recommends to the Board the selection of nominees   
for election as directors, and considers the performance of incumbent           
directors in determining whether to nominate them for re-election. Nominees     
recommended by shareholders will be considered upon their submission in         
writing by the shareholders to Skyline prior to the end of the fiscal year      
immediately preceding the next regular annual shareholders meeting.             

The Executive Committee of the Board of Directors consisted of Messrs.
Arthur J. Decio, Hammes and McKenna until September 19, 1994, after which the   
Executive Committee of the Board of Directors consisted of Messrs. Decio,       
McKenna, Hammes, Lawson and Link, and met four times during the last fiscal     
year. This Committee exercises the powers of the Board of Directors in the      
management of the business and affairs of Skyline, subject to the approval of   
the full Board of Directors at the next regular or special meeting.             

The Board of Directors met or took action six times during the last fiscal
year. Every Board member was present at all Board meetings and meetings of      
all committees of which he was a member, except that one Director did not       
attend one Board meeting.                                                       

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PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION                                 

The Board of Directors recommends to the Shareholders that Skyline's  
Articles of Incorporation be amended to permit the size of the Board of         
Directors, as determined from time to time by the By-Laws, to be no less than   
three Directors and no more than ten Directors.  Skyline's Articles of          
Incorporation currently permit the size of the Board of Directors, as           
determined from time to time by the By-Laws, to be no less than three           
Directors and no more than nine Directors. The purpose and effect of the        
proposed amendment is to permit the maximum size of the Board of Directors to   
be ten rather than nine members. The exact size of the Board of Directors       
within the range permitted in the Articles of Incorporation is now, and would   
be after the adoption of the proposed amendment, specifiedby the By-Laws. The   
By-Laws currently provide for nine Directors. The proposed amendment would      
provide the Board of Directors with the flexibility, should the Board deem it   
advisable, to amend the By-Laws to increase the size of the Board promptly to   
ten Directors. The text of the proposed amendment to Article IX, Section 1 of   
the Articles of Incorporation is as follows:                                    

The Corporation shall have such number of Directors as shall be specified in    
the By-Laws, but in no event shall such number be less than three nor more      
than ten. In the event the By-Laws do not state the number of Directors, the    
number of Directors shall be nine.                                              

CERTAIN OTHER BENEFICIAL OWNERS                                                 

The following person, entities or "group" as indicated are known to   
Skyline to own beneficially at least five percent (5%) of Skyline's common      
stock or are members of management identified in the summary compensation       
table but who are not on Skyline's Board. The beneficial ownership of           
Skyline common stock by the members of its Board and its nominees for           
directors is shown in the table under "Election of Directors" above.            

    Shares of Skyline Common
Name and Address         Stock Beneficially Owned Percent of          
of Beneficial Owner      at July 1. 1995          Class (l)           

Donald A. Barrow                     1,350                            
Vice President, Skyline                                               
2520 By-Pass Road                                                     
Elkhart, Indiana 46514                                                

Orbis Investment Management      1,065,000          9.6%              
Limited (2)                                                           
Harold Hayes Frith Building                                           
55 Par-Ia-Ville Road                                                  
Hamilton, HM 11                                                       
Bermuda                                                               

PosAlpha Management Limited (2)     45,000           .4%              
Harold Hayes Frith Building                                           
55 Par-Ia-Ville Road                                                  
Hamilton, HM 11                                                       
Bermuda                                                               

(l)  Less than one percent (1%) if not specified.                     

(2) Orbis Investment Management Limited and PosAlpha Management       
    Limited may constitute a "group" owning 1,110,000 shares, which is
9.98% of the outstanding Skyline common stock.                

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EXECUTIVE COMPENSATION                                                          

  All cash compensation paid during the fiscal year ended May 31, 1995 for
each of the five highest paid executive officers of Skyline, including the      
Chief Executive Officer. The table also shows for each such officer, the        
amounts set aside during the last fiscal year under Skyline's Profit            
Sharing Plan.                                                                   
                                                       All
                                                         Other
                                  Annual Compensation           Compensation
                                                           (Vested
Name and Principal                                             Profit     
 Position                     Year Salary ($)     Bonus ($) Sharing)

Arthur J. Decio                     1995   395,000       264,000   9,000        
Chairman of the Board               1994   395,000       248,000   6,000        
and Chief Executive Officer         1993   395,000        90,000   6,000        

William H. Murschel                 1995   295,000       194,700   9,000        
President and Chief Operations      1994   295,000       170,500   6,000        
Officer (Vice-President prior to    1993   275,000       102,500   6,000        
September 16, 1991)                                                             

Ronald F. Kloska                    1995   245,000       181,300   9,000        
Vice-Chairman of the Board,         1994   245,000       139,500   6,000        
Chief Administration Officer        1993   225,000        67,500   6,000        
and Secretary (President prior to                                               
September 16, 1991)                                                             

Terrence M. Decio                   1995   225,000       148,500   9,000        
Senior Executive Vice-President     1994   225,000       139,500   6,000        
(Senior Vice-President from         1993   200,000        67,500   6,000        
September 16, 1991 to September 21,                                             
1992 and Vice-President before                                                  
September 16, 1991)                                                             

Donald A. Barrow                    1995   150,000        45,000   9,000        
Vice-President                      1994   150,000        45,000   6,000        
                            1993   140,000        22,500   6,000

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Compensation of Directors                                                       

Directors who are not full-time employees receive an annual fee of    
$16,000 payable in quarterly installments. Employee directors receive $500      
for each Board or Committee meeting attended.  Chairmen of the Board            
Committees receive an additional $2,000 annually and Committee members          
receive an additional $1,500 annually payable in quarterly installments.        

Termination of Employment Arrangements                                          

The Skyline Corporation and Affiliates Employees' Profit Sharing Plan 
provides benefits on death, disability or retirement for officers and           
executives, sales, administrative and supervisory employees. Employees hired    
on or after June 1, 1987 become eligible as of the June 1 or December 1         
immediately following completion of six months of employment. Under the Plan,   
as amended effective June 1, 1989, the amount of contribution under the Plan    
is in the discretion of Skyline each year. However, the maximum contribution    
for any participant shall not exceed 12% of a participant's basic               
compensation. Upon retirement, death or permanent total disability, a           
participant is entitled to all of the funds credited to his account. In case    
of termination of employment by resignation or discharge, the participant is    
entitled to a percentage of the amount credited to his account, ranging from    
0% (10% for employees hired on or before May 31, 1987) after one year of        
employment to 100% after seven years. For plan years beginning on or after      
June 1, 1987, forfeitures resulting from any employee's termination of          
employment prior to full vesting will be used to reduce employer                
contributions. Net investment earnings or net losses for each fiscal year are   
allocated to the account of each participant in the same ratio as the           
participant's account balance bears to the total account balances of all        
participants. Skyline reserves the right to modify, amend or terminate the      
Plan. In the event of termination of the plan, the entire amount theretofore    
contributed under the Plan must be paid to participants or their beneficiaries  
and under no circumstances reverts to Skyline.                                  

Under an insurance plan, payments would be made to the below named    
executive officers, and executive officers as a group, for a period of 10       
years upon retirement from Skyline at age 60 or later, in the following annual  
amounts: Ronald F. Kloska, $100,000; William H. Murschel, $75,000; Donald A.    
Barrow and Terrence M. Decio, $60,000 each; and all executive officers as a     
group, consisting of 6 individuals, $375,000. Under the same insurance plan,    
in the event of the death of any of such executive officers while employed by   
Skyline, payments would be made for a period of 10 years in the annual amounts  
hereinafter specified to the beneficiaries of the following individuals and     
group: Ronald F. Kloska, $100,000; William H. Murschel, $75,000; Terrence M.    
Decio, $60,000, and Donald A. Barrow, $30,000; and all executive officers as a  
group, consisting of 6 individuals, $325,000. Skyline is the owner and          
beneficiary of policies insuring the lives of all such executive officers in    
the total amount of $2,525,984.  In addition, in the event of the death of      
Arthur J. Decio, Skyline has agreed to pay his survivor(s) the sum of           
$1,920,000, which at the present income tax rates, would result in after tax    
cost to Skyline of approximately $1,180,000. Skyline is the owner and           
beneficiary of policies insuring Arthur J. Decio's life in the amount of        
$1,000,000.                                                                     

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The appreciation in cash surrender value of all of the above-described
insurance policies is such that there is no current cost to Skyline for their   
maintenance.                                                                    

Compensation Committee Interlocks and Insider Participation                     

The following persons served as members of the Governance and         
Compensation Committee (the "Compensation Committee") of Skyline's Board of     
Directors during the fiscal year ended May 31, 1995: Andrew J. McKenna, Jerry   
Hammes, William H. Lawson and David T. Link.  Arthur J. Decio is the Chairman   
of the Board and Chief Executive Officer of Skyline, and is a member of the     
Board of Directors of Schwarz Paper Company. Andrew J. McKenna is an            
executive officer of Schwarz Paper Company.                                     

Report of the Governance and Compensation Committee (the "Compensation          
Committee") on Executive Compensation                                           

The compensation of Skyline's executive officers is determined by the 
Compensation Committee of the Board of Directors. Each member of the            
Compensation Committee is a director who is not an employee of Skyline or any   
of its affiliates. The following report with respect to compensation paid to    
Skyline's executive officers for the fiscal year ended May 31, 1995 is          
furnished by the Compensation Committee.                                        

  General Policies. Skyline's compensation programs are intended to enable
Skyline to attract, motivate, reward and retain the executive management        
talent required to achieve corporate objectives. It is Skyline's policy to      
reward exceptional performance and contributions to the development of          
Skyline's business. To attain these objectives, Skyline's executive             
compensation program includes a competitive base salary coupled with the        
opportunity to participate in a bonus pool which is created based on the        
performance of Skyline's business. The Compensation Committee establishes the   
base salaries and discretionary bonuses which will be paid to Skyline's         
executive officers for each fiscal year. In setting salaries and bonuses, the   
Compensation Committee takes into account several factors, including            
compensation paid by competitors and other industries' compensation data as     
well as qualitative factors bearing on an individual's experience,              
responsibilities, management and job performance. The Compensation Committee    
evaluates the contributions to Skyline's overall performance during the last    
fiscal year, leadership,effectiveness and commitment of all executive officers, 
including the Chief Executive Officer. For the fiscal year ended May 31, 1995,  
each of the executive officers received a bonus, in the amounts set forth       
above in the summary compensation table.                                        

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  Salaries. Salary levels for executive officer positions are set so as to
reflect the duties and level of responsibilities inherent in the position and   
current economic conditions relating to Skyline's business. Comparative         
salaries paid by other companies in the industries which Skyline does business  
are considered in establishing the salary level for a given position. The       
Compensation Committee does not, however, target a specific percentile range    
within the comparative group in setting salaries of Skyline's executive         
officers. The particular qualifications and level of experience of the          
individual holding the position are also considered in establishing a salary    
level when the individual is first appointed to a given position.               

Bonus. Skyline provides executive officers the opportunity to earn an 
annual incentive bonus based on an evaluation of the executive's individual     
performance and Skyline's performance.  No executive officer is automatically   
entitled to a bonus or a bonus in any particular amount. In considering         
bonuses for executives other than Arthur J. Decio, the Compensation Committee   
consults with the Chief Executive Officer.                                      

Other. In addition, the executive officers participate in a profit    
sharing program and insurance and other plans described above providing         
payments on death or retirement.                                                

Compensation of Chief Executive Officer ("CEO"). In setting the base  
salary and bonus for Skyline's CEO, for the fiscal year ended May 31, 1995,     
the Compensation Committee considered the same factors as with other            
executive officers of Skyline. The Compensation Committee believes the CEO's    
compensation was fully supported by those standards.                            

Andrew J. McKenna, Chairman                                           
Jerry Hammes                                                          
William H. Lawson                                                     
David T. Link                                                         

Being all the members of Skyline's                                    
Governance and Compensation Committee                                 
(the "Compensation Committee")                                        

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PERFORMANCE GRAPH                                                               

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*                                
AMONG SKYLINE CORPORATION, S & P 500 INDEX AND PEER GROUP**                     

Skyline        S&P       Peer 
Corporation    500       Group

Starting Basis - 1990         $100.00   $100.00   $100.00                       
1991                           124.22    111.79    115.73                       
1992                           118.62    122.81    129.88                       
1993                           138.37    137.06    165.83                       
1994                           141.08    142.90    211.25                       
1995                           148.80    171.75    208.30                       

* Notes:                                                                        
Assumes initial investment of $100 on May 31,1990 and compares the              
return on that investment through May 31, 1995.                                 
For comparison purposes, Total Return assumes reinvestment of dividends,        
although Skyline has no dividend reinvestment plan.                             
Total Return is based on market capitalization.                                 

** This self constructed peer group consists of the following companies:        

Champion Enterprises, Inc.                                            
Coachman Industries, Inc.                                             
Fleetwood Enterprises, Inc.                                           
Liberty Homes, Inc.                                                   
Schult Homes, Inc.                                                    
Thor Industries, Inc.                                                 

The returns of each member of this peer group have been weighted                
according to that company's respective stock market capitalization.             

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INDEPENDENT PUBLIC ACCOUNTANTS                                                  

 Skyline's independent public accounting firm is Price Waterhouse. It is
expected that representatives of Price Waterhouse will be present at the        
meeting of shareholders, will have the opportunity to make a statement if they  
so desire and will be available to respond to appropriate questions.            

SHAREHOLDER PROPOSALS                                                           

Any proposal submitted for inclusion in Skyline's Proxy Statement and 
form of proxy for the 1996 Annual Meeting of Shareholders must be received at   
the address shown above on or before April 5, 1996.                             

MISCELLANEOUS                                                                   

 As of the date of this Proxy Statement, the Board of Directors knows of
no other business which will be presented for consideration at the annual       
meeting. However, if other proper matters are presented at the meeting, it is   
the intention of the proxies named in the enclosed proxy to take such action    
as shall be in accordance with their best judgment.                             

The expense of this solicitation, including the cost of preparing and 
mailing this Proxy Statement and accompanying material, will be paid by         
Skyline. Skyline expects to pay approximately $6,000 to Georgeson & Company as  
compensation for the solicitation of proxies, and may reimburse brokers and     
others for their expense for sending proxy material to principals for the       
purpose of obtaining signed proxies. In addition, solicitation may be by mail,  
telephone, telegraph and personal interview by regularly engaged officers of    
Skyline who will not be additionally compensated therefor.                      

   Shareholders are respectfully requested to date, sign and return promptly
the enclosed proxy in the enclosed envelope. No postage is required if mailed   
in the United States.                                                           

By Order of the                                                       
Board of Directors                                                    
RONALD F. KLOSKA                                                      
Vice-Chairman, Chief                                                  
Administration Officer                                                
and Secretary                                                         

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PRELININARY PROXY COPY                                                          
DEFINITIVE PROXY MATERIALS WILL BE MAILED TO THE SHAREHOLDERS AUGUST 1, 1995    

IMPORTANT:  Please mark, sign, date and promptly return this proxy    
using the enclosed envelope.                                          

Proxy                                                                 
SKYLINE CORPORATION                                                   
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF                        
DIRECTORS                                                             

  The undersigned hereby appoints Ronald F. Kloska and Linda R. Philippsen
as proxies, each with the power to appoint their substitute, and      
hereby authorizes them, or either of them, to appear and to vote as   
designated below, all the shares of common stock held of record by the
undersigned on July 19, 1995 at the Annual Meeting of Shareholders of 
Skyline Corporation, to be held at the Shenandoah Room, in the Ramada 
Inn, 3011 Belvedere Road, Elkhart, Indiana, on Monday, September 18,  
1995, at 10:00 a.m., Eastern Standard Time, and at any adjournments   
thereof.                                                              

1.   ELECTION OF DIRECTORS                                            
 NOMINEES: Arthur J. Decio, Terrence M. Decio, Jerry Hammes,
   Ronald F. Kloska, William H. Lawson, David T. Link, Andrew J.
McKenna, William H. Murschel and Dale Swikert.            

Mark Only One Box:                                          

   _____  FOR all nominees listed above; except vote withheld with
respect to nominee/s listed below (if any)    
  ________________________________________________
  ________________________________________________

_____  WITHHOLD AUTHORITY to vote for ALL nominees listed   
above                                         

2.   AMENDMENT TO ARTICLES OF INCORPORATION                           

Mark Only One Box:                                          

_____  FOR amending the Articles of Incorporation to permit 
        the size of the Board of Directors, as determined from
      time to time by the Bylaws, to be no less than three
Directors and no more than ten Directors.     

   _____  AGAINST amending the Articles of Incorporation to permit
        the size of the Board of Directors, as determined from
      time to time by the Bylaws, to be no less than three
Directors and no more than ten Directors.     

            (Continued and to be signed on other side)

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(continued from other side)                                 

3.   In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.     

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN                  
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED                         
SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL                  
BE VOTED FOR THE ABOVE PROPOSALS.                                     

       The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and the Proxy Statement furnished therewith,  
both of which are dated August 1, 1995.                               

Dated _________________ , 1995  _____________________________         
                   Signature

Please print:                                                         

_________________________      _____________________________        
Name                          Signature           
_________________________                                           
Name                                              
_________________________                                           
Address                                           
_________________________                                           
City, State, Zip Code                                         

     Please sign exactly as name appears hereon.  Where shares are held by joint
tenants, both should sign.  When signing as attorney, executor,       
   administrator, trustee or guardian, please give full title as such.  If a
corporation, please sign in full corporate name by President or other 
   authorized officer.  If a partnership, please sign in partnership name by
authorized person.                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14A’ Filing		Date		First		Last			Other Filings
		4/5/96		12
		9/18/95		1		13
		8/1/95		1		14			10-K,  DEF 14A
Filed on:		7/21/95
		7/19/95		1		13
		7/1/95		3
For Period End:		5/31/95		5		11			10-K,  DEF 14A
		9/19/94		5
		9/21/92		7
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