SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q


          [ x ]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ended October 2, 1999

          [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 333-21949
                                ----------------

                              SAFELITE GLASS CORP.
             (Exact name of registrant as specified in its charter)


                   DELAWARE                                  13-3386709
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                  Identification No.)

                     1105 SCHROCK ROAD, COLUMBUS, OHIO 43229
          (Address, including zip code of principal executive offices)

                                 (614) 842-3000
                     (Telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or Section 15(d) of the Securities and Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [ ]

         As  of  October 2, 1999  there  were 3,414,345  shares  outstanding  of
Safelite's  Class  A  Common  Stock  ($.01  par  value)  and  10,412,638  shares
outstanding of Safelite's Class B Common Stock ($.01 par value).





<PAGE>
                              SAFELITE GLASS CORP.
                                    Form 10-Q
                      For the Quarter Ended October 2, 1999

                                      INDEX

                                                                        Page No.

Part I.   Financial Information
-------------------------------

Item 1.   Financial Statements

          Condensed Balance Sheets - October 2, 1999 and April 3, 1999...     2

          Condensed Statements of Operations - Three Months Ended
              October 2, 1999 and October 3, 1998........................     3

          Condensed Statements of Operations - Six Months Ended
              October 2, 1999 and October 3, 1998........................     4

          Condensed Statements of Cash Flows - Six Months Ended
              October 2, 1999 and October 3, 1998........................     5

          Notes to Condensed Financial Statements........................     6

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations............................ 6 - 11

Part II.  Other Information
---------------------------

Item 6.   Exhibits and Reports on Form 8-K...............................     12










<PAGE>



                                     PART I.
ITEM 1.   Financial Statements
                              SAFELITE GLASS CORP.
                            CONDENSED BALANCE SHEETS
                    (In thousands, except per share amounts)

                                                 October 2, 1999   April 3, 1999
                                                 ---------------   -------------
                                                   (Unaudited)
ASSETS
CURRENT ASSETS:
  Cash ........................................     $   3,091       $   2,876
  Accounts receivable, net of allowance for
    uncollectible accounts of $5,361 and $5,100        70,976          70,296
  Inventories .................................        55,650          50,451
  Prepaid expenses and other current assets ...         6,178          10,700
  Deferred taxes ..............................         8,295           9,303
                                                    ----------      ----------
    Total current assets ......................       144,190         143,626
PROPERTY, PLANT AND EQUIPMENT - net of accumulated
  depreciation of $70,425 and $64,172..........        66,491          64,080
INTANGIBLE ASSETS - net of accumulated
  amortization of $25,981 and $21,039 .........       275,859         280,814
OTHER ASSETS ..................................        81,515          85,307
                                                    ----------      ----------
TOTAL ASSETS ..................................     $ 568,055       $ 573,827
                                                    ==========      ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
  Accounts payable ............................     $  56,005       $  50,305
  Current portion - long term debt ............         2,668           4,537
  Accrued expenses ............................        29,319          29,457
  Accrued interest ............................         4,859           6,589
                                                    ----------      ----------
    Total current liabilities .................        92,851          90,888
LONG-TERM DEBT - LESS CURRENT PORTION .........       474,416         482,846
OTHER LONG-TERM LIABILITIES ...................         5,477           6,627
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
  Series A preferred stock issued, $0.01 par value          1               1
  8% Non-voting preferred stock issued, $0.01
     par value ................................             1               1
  Class A common stock issued, $0.01 par value             38              38
  Class B common stock issued, $0.01 par value            104             104
  Additional paid-in capital ..................       374,877         374,877
  Accumulated deficit .........................      (374,242)       (376,087)
  Other .......................................        (5,468)         (5,468)
                                                    ----------      ----------
    Total stockholders' deficit ...............        (4,689)         (6,534)
                                                    ----------      ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ...     $ 568,055       $ 573,827
                                                    ==========      ==========

                   See notes to condensed financial statements.

                                       2


<PAGE>


                              SAFELITE GLASS CORP.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                                 (In thousands)


                                                       Three Months Ended
                                               October 2, 1999   October 3, 1998
                                               ---------------   ---------------
SALES:
Installation and related services..............    $230,199          $219,447
Wholesale .....................................      11,139            12,405
                                                  ----------        ----------
    Total sales ...............................     241,338           231,852
                                                  ----------        ----------
COST OF SALES:
Installation and related services..............     169,581           160,210
Wholesale .....................................       9,360            11,320
                                                  ----------        ----------
    Total cost of sales .......................     178,941           171,530
                                                  ----------        ----------
GROSS PROFIT ..................................      62,397            60,322
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ..      50,674            48,307
RESTRUCTURING EXPENSES ........................           0               713
OTHER OPERATING EXPENSES ......................           0             2,628
                                                  ----------        ----------
OPERATING INCOME ..............................      11,723             8,674
INTEREST EXPENSE ..............................     (11,501)          (11,273)
INTEREST INCOME ...............................          69                57
                                                  ----------        ----------
INCOME (LOSS) BEFORE INCOME TAX PROVISION .....         291            (2,542)
INCOME TAX (PROVISION) BENEFIT ................        (815)              210
                                                  ----------        ----------

NET LOSS ......................................   $    (524)        $  (2,332)
                                                  ==========        ==========


                  See notes to condensed financial statements.

                                       3
<PAGE>


                              SAFELITE GLASS CORP.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                                 (In thousands)


                                                        Six Months Ended
                                               October 2, 1999   October 3, 1998
                                               ---------------   ---------------
SALES:
Installation and related services..............    $458,071          $446,505
Wholesale .....................................      22,362            26,514
                                                  ----------        ----------
    Total sales ...............................     480,433           473,019
                                                  ----------        ----------
COST OF SALES:
Installation and related services..............     332,920           319,664
Wholesale .....................................      18,712            22,598
                                                  ----------        ----------
    Total cost of sales .......................     351,632           342,262
                                                  ----------        ----------
GROSS PROFIT ..................................     128,801           130,757
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES...      99,906            95,799
RESTRUCTURING EXPENSES ........................           0             4,222
OTHER OPERATING EXPENSES ......................           0             3,613
                                                  ----------        ----------
OPERATING INCOME ..............................      28,895            27,123
INTEREST EXPENSE ..............................     (22,959)          (22,460)
INTEREST INCOME ...............................         157               212
                                                  ----------        ----------
INCOME BEFORE INCOME TAX PROVISION ............       6,093             4,875
INCOME TAX PROVISION ..........................      (4,248)           (3,758)
                                                  ----------        ----------
NET INCOME ....................................   $   1,845         $   1,117
                                                  ==========        ==========


                  See notes to condensed financial statements.

                                       4
<PAGE>


                              SAFELITE GLASS CORP.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (In thousands)

                                                       Six Months Ended
                                               October 2, 1999   October 3, 1998
                                               ---------------   ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.....................................   $   1,845         $   1,117
Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
  Depreciation and amortization................      11,649            11,611
  Deferred income taxes........................       4,248             2,872
  (Gain) loss on disposition of assets.........          33              (179)
  Changes in operating assets and liabilities:
    Accounts receivable........................        (680)           (3,793)
    Inventories................................      (5,199)           (2,393)
    Accounts payable...........................       5,700             9,458
    Accrued expenses...........................         661            (4,636)
    Restructuring reserves.....................      (1,543)          (14,274)
    Accrued interest...........................      (1,730)           (4,923)
    Other......................................       4,859             1,459
                                                  ----------        ----------
    Net cash flows provided by (used in)
     operating activities......................      19,843            (3,681)
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.........................      (9,562)           (9,338)
  Proceeds from sale of fixed assets...........           9               191
                                                  ----------        ----------
    Net cash flows used in investing activities      (9,553)           (9,147)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term borrowings.............      (2,315)           (2,995)
  Borrowings (payments) on revolver, net.......      (7,760)           11,850
                                                  ----------        ----------
    Net cash flows provided by (used in)
     financing activities......................     (10,075)            8,855
                                                  ----------        ----------
NET INCREASE (DECREASE) IN CASH................         215            (3,973)
CASH AT BEGINNING OF PERIOD....................       2,876            10,254
                                                  ----------        ----------
CASH AT END OF PERIOD..........................   $   3,091         $   6,281
                                                  ==========        ==========
SUPPLEMENTAL DISCLOSURES:
    Cash paid for interest.....................   $  23,760         $  26,174
                                                  ==========        ==========
    Cash paid for income taxes.................   $     293         $     431
                                                  ==========        ==========


                  See notes to condensed financial statements.

                                       5
<PAGE>


                              SAFELITE GLASS CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.       Significant Accounting Policies

              These  interim  financial  statements  are  unaudited  but, in the
              opinion of management, reflect all adjustments (consisting only of
              normal recurring adjustments) necessary to present fairly the data
              for these periods. The interim financial statements should be read
              in  conjunction  with the audited  financial  statements and notes
              thereto contained in Safelite's Report on Form 10-K for the fiscal
              year ended April 3, 1999.  Safelite's  results for interim periods
              are not  normally  indicative  of results to be  expected  for the
              fiscal year.  Safelite's  business is somewhat seasonal,  with the
              first and  fourth  calendar  quarters  of each year  traditionally
              being its slowest periods of activity. This reduced level of sales
              combined with the Company's  operating  leverage has  historically
              resulted in a disproportionate  decline in operating income during
              the first and fourth calendar  quarters of each year. The severity
              of weather also has an impact on  Safelite's  sales and  operating
              income, with severe winter weather generating  increased sales and
              income and mild winters generating lower sales and income.

              Preference  Dividends  - At  October 2,  1999,  cumulative  unpaid
              preference dividends totaled $6.0 million.

              Comprehensive  Income  -  Comprehensive  income  was  equal to net
              income for the  three and six month periods ended  October 2, 1999
              and  October 3, 1998.

              Segments  -  Safelite  has  determined  that  it  operates  in two
              industry   segments:   installation   and  related   services  and
              wholesale.  Safelite  does not  allocate  assets  or  overhead  by
              segment.

ITEM 2.       Management's  Discussion  and  Analysis of Financial Condition and
              Results of Operations

Results of Operations

Sales. Sales for the quarter ended October 2, 1999,  increased $9.5 million,  or
4.1% to $241.3  million,  from  $231.8  million for the same period of the prior
year.  Installation  and  related  services  sales  during the quarter of $230.2
million  increased by 4.9%,  or $10.8  million from $219.4  million for the same
period of the prior year.  The  increase in  installation  and related  services
sales was due to a 4.0% increase in replacement unit sales,  partially offset by
lower  pricing.  Substantially  all of the unit growth for the quarter came from
network sales. Network sales consist of sales derived from the Company's network
of  independent  auto glass  providers  which  replace or repair  auto glass for
Safelite under  subcontract  agreements.  Overall market  conditions in the auto
glass  replacement  industry  remained  soft during the quarter as both  pricing
levels and unit volumes were down from the prior year period.

                                       6
<PAGE>

Wholesale  sales for the  quarter  ended  October 2,  1999,  fell 10.2% to $11.1
million as a result of a decline in unit sales.  These results  reflect not only
the soft industry  conditions,  but also a strategic  shift by Safelite  towards
higher margin local sales from lower margin truckload sales.  Increasing  demand
for Safelite  manufactured product within Company owned service center locations
has limited the allocation of glass available for sale in the wholesale market.

For the six months ended October 2, 1999,  total Company  sales  increased  $7.4
million, or 1.6% to $480.4 million from $473.0 million. Installation and related
services sales rose $11.6 million,  or 2.6% to $458.1  million.  The increase in
installation  and related  services sales resulted from 5.9% higher  replacement
unit volumes,  partially offset by lower pricing.  Wholesale sales fell 15.7% to
$22.4 million for the reasons discussed above for the current quarter.

Gross Profit.  Gross profit for the quarter ended October 2, 1999 increased 3.4%
to $62.4 million from $60.3 million for the same period of the prior year. Gross
profit  margin  remained  constant at  approximately  26% for both  periods.  In
addition to lower  industry-wide  pricing,  the  proportion  of network sales to
total sales  increased  during the latest quarter as compared to the same period
in the prior year,  which  served to compress  gross  profit  margin.  The gross
profit margin on network  sales is  substantially  lower than on work  performed
through  Company  owned service  centers.  Offsetting  the higher  proportion of
network sales was an improved margin on network business.

For the six months ended  October 2, 1999,  gross profit was $128.8  million,  a
decrease  of $2.0  million,  or 1.5% over the  comparable  period in fiscal year
1999. Gross profit rate declined to 26.8% in the first half of fiscal 2000, from
27.6% in  the  comparable  period of the prior year. The first quarter of fiscal
1999 benefited from unusually high industry wide pricing levels which dissipated
in the second quarter of that fiscal year,  making  comparisons with the current
six month  period  unfavorable.  Installation  costs per  replacement  unit were
similar between both periods.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses increased $2.4 million, or 4.9% in the second quarter to
$50.7  million  from $48.3  million in the prior year  period.  Primary  factors
driving the increase were higher costs related to increased  call center volume,
national media advertising campaign expenses and costs relating to the Year 2000
issue. As a percentage of sales for the quarter ended October 2, 1999,  selling,
general and  administrative  expenses  remained  constant at  approximately  21%
compared  with the same  period in the prior  year,  primarily  for the  reasons
described above.

For the six months ended October 2, 1999,  selling,  general and  administrative
expenses  increased  $4.1 million or 4.3% to $99.9 million from $95.8 million in
the  corresponding  six  months of fiscal  1999 for the same  reasons  discussed
above.  As a  percentage  of sales for the six  months  ended  October  2, 1999,
selling,  general and  administrative  expenses  rose to 20.8% from 20.3% in the
corresponding prior year period.

                                       7
<PAGE>

Restructuring  Expenses.  During the  quarter  ended  October 3, 1998,  Safelite
recorded  $0.7  million in  restructuring  expenses and $2.6 million in one-time
integration  costs.  During the six  months  ended  October  3,  1998,  Safelite
recorded  $4.2  million in  restructuring  expenses and $3.6 million in one-time
integration  costs. These charges were a result of consolidation and integration
activities  associated  with the  December  19, 1997 merger with  Vistar.

Income Before Income Taxes. Income before income taxes increased to $0.3 million
in the  quarter  ended  October 2, 1999 from a loss of $2.5  million in the same
quarter of the prior  year.  For the six months  ended  October 2, 1999,  income
before  income  taxes  increased  to $6.1  million  from $4.9 million in the six
months  ended  October 3, 1998.  This  improvement  is due to the  restructuring
charges and one-time integration costs included in income before income taxes in
the quarter and six months  ended  October 3, 1998,  partially  offset by higher
selling, general and administrative expenses.

Income  Taxes.  For the quarter and six month  periods ended October 2, 1999 and
October 3, 1998,  Safelite's  provision for income taxes was significantly above
income taxes  computed using  statutory  rates  primarily due to  non-deductible
amortization of goodwill arising from the Vistar merger.

Net Income  (Loss).  Net loss for the quarter  ended  October 2, 1999,  was $0.5
million,  an  improvement of $1.8 million from the $2.3 million loss recorded in
the quarter ended October 3, 1998. For the six months ended October 2, 1999, net
income  increased  $0.7  million to $1.8  million,  from $1.1 million in the six
months ended October 3, 1998.

Year 2000 Issues

Many  computer  systems in use today may be unable to correctly  process data or
may not operate at all after  December 31, 1999 because those systems  recognize
the year within a date only by the last two digits.  Some computer  programs may
interpret  the  year  "00" as  1900,  instead  of as  2000,  causing  errors  in
calculations  or the  value  "00"  may be  considered  invalid  by the  computer
program, causing the system to fail. Year 2000 issues may affect (1) Information
Technology (IT) utilized in Safelite's widely diversified  business  information
systems,   including   mainframe  and  client   server   hardware  and  software
communications  and point of sale  equipment  (IT Systems);  (2) non-IT  systems
utilized  by  Safelite,  such  as  communications,  facilities  management,  and
manufacturing and service equipment  containing embedded computer chips; and (3)
IT and non-IT systems of third parties relied on by Safelite, such as customers,
suppliers, distributors, banks and utilities.

Safelite  could be  adversely  affected if Year 2000 issues are not  resolved by
Safelite  or  material  third  parties  before the Year 2000.  Possible  adverse
consequences  include,  but  are not  limited  to (1) the  inability  to  obtain
products or services used in business operations,  (2) the inability to transact
business with customers,  (3) the inability to execute  transactions through the
financial  markets,  and (4) the  inability to  manufacture  or deliver goods or
services sold to customers.  Safelite's  management  believes that at least some
minor  disruptions due to Year 2000 issues will occur. On a worst case basis, if
Safelite,  one or  more  of  its  significant  customers  or  suppliers,  or key
government bodies are unable to implement timely and effective  solutions to the
Year 2000 issues,  Safelite could suffer material adverse effects. The financial
impact of these effects cannot currently be estimated.


                                       8
<PAGE>

Safelite relies heavily on computer  technologies to operate its business.  As a
result,  Safelite continuously seeks to upgrade and improve its computer systems
in order to provide better service to its customers and to support the Company's
growth.  Safelite has  initiated a program to prepare its  computer  systems and
applications to accurately  process  date/time data from,  into, and between the
years 1999 and 2000. As part of this program, a team has been assigned to assess
the nature and extent of the work  required  to make  Safelite's  IT Systems and
non-IT Systems Year 2000 compliant.

The assessment and remediation  phases of the Year 2000 project are complete for
all  critical  systems.  Implementation  and testing of our various  systems was
completed in October 1999.  Remediation of systems and applications software has
been effected through outside consultants, "factory support", in-house staff and
in some cases by the  replacement  of software  packages.  Safelite has built an
isolated test  environment  where systems are being tested by resetting dates to
various  points  beyond  the year  2000.  All  point of sale  hardware  has been
upgraded to be compliant.  Management  expects that by the end of calendar 1999,
all of Safelite's  critical  systems that are not currently  Year 2000 compliant
will be corrected or replaced.

Surveys of critical customers and suppliers have been substantially completed to
assess the status of their Year 2000 compliance efforts.  However,  there can be
no assurance that the systems of other  companies on which Safelite  relies will
be  timely  converted.  There  can  be no  assurance  that  Year  2000  failures
experienced by Safelite or third parties will not have a material adverse effect
on  Safelite's  financial  condition  and  operations.  Safelite  has  completed
development of contingency plans to deal with Year 2000 issues in the event that
remediation  efforts were unsuccessful.  These plans will be communicated to the
appropriate parties before the end of November 1999 to address specific areas of
concern.

Based on Safelite's  latest  assessments,  the total cost of addressing the Year
2000 issue is estimated to be in the range of $2.0 million to $3.0 million, with
the majority of these costs representing  incremental  business costs to outside
vendors and consultants.  As of October 2, 1999,  approximately  $1.9 million of
external  costs  have been  incurred.  Safelite  does not  separately  track the
internal costs for the Year 2000 project, with these costs being principally the
related payroll costs for the management information systems staff.

                                       9
<PAGE>

Liquidity and Capital Resources

Net cash provided by operating activities for the six month period ended October
2, 1999 was $19.8 million,  an increase in operating cash flows of $23.5 million
from the same period of the prior year.  The  increase  in  operating  cash flow
resulted  primarily from  decreased  restructuring  requirements  in the current
year.

Safelite's  investing  activities consist primarily of capital  expenditures for
new and existing service center and warehouse locations, capacity and efficiency
upgrades  to  manufacturing   facilities,  as  well  as  information  technology
equipment.  Capital  expenditures  totaled $9.6 million and $9.3 million for the
six months ended October 2, 1999, and October 3, 1998, respectively.

Safelite relies on internally  generated funds and, to the extent necessary,  on
borrowings  under its revolving  credit facility to meet its liquidity needs. As
of October 2, 1999,  Safelite had  long-term  borrowings  of $477.1  million and
availability under the revolving credit facility of $56.6 million.

The  ability of  Safelite to operate  its  business,  service  its debt  service
obligations  and  reduce  its  total  debt  will  be  dependent  on  the  future
performance  of the  Company.  This  performance,  in turn,  will be  subject to
general  economic  conditions  and to financial,  business,  and other  factors,
including factors  Safelite's  success in achievement of the actions referred to
below in  "Subsequent  Event"  and  beyond  Safelite's  control.  A  portion  of
Safelite's  debt bears  interest at floating  rates;  therefore,  its  financial
condition is and will continue to be affected by changes in prevailing  interest
rates.  Safelite  uses interest  rate  exchange  agreements  to manage  exposure
associated with interest rate fluctuations.  An increase of 1% in interest rates
would have the effect of increasing  annual  interest  expense by  approximately
$1.7 million based upon  Safelite's  six months ended October 2, 1999  borrowing
levels.

Subsequent Event

Allstate Insurance Company (Allstate) has recently advised Safelite that it does
not intend to renew its Best  Efforts  Agreement  with  Safelite  for  autoglass
repair,  replacement,  and administrative services when that contract expires in
October  2000.  Allstate has further  advised  Safelite that it intends to enter
into negotiations with Lynx Services from PPG to provide these services when the
current contract expires.  During its fiscal year ended March 1999,  Safelite's
Allstate revenues totaled  approximately $120 million or 14% of Safelite's total
sales.  The actual impact of this action by Allstate on  Safelite's  prospective
sales will be dependent on several  factors,  including the definitive  contract
terms to be  negotiated  by Allstate  with Lynx  Services,  and is therefore not
presently  determinable.  Although the Company  currently  believes that it will
retain a portion of its sales to  Allstate,  the Company  expects that sales for
its fiscal year ended March 2001 will be reduced by a material amount.

Safelite is taking actions to reduce its overall cost structure in light of this
development with the Allstate business, which the Company obtained in connection
with the Vistar  merger,  as well as current  industry  and  Company  conditions
including soft pricing and lower unit volume levels. These actions include:

1.     A market level review of service  center  locations to identify and close
       those locations whose customers can be better serviced  directly from the
       Company's central  telephone  unit/dispatch  command  centers  (DCC/CTUs)
       in the market;

2.     A consolidation of field based administrative functions; and

3.     A reduction of corporate overhead spending.

The Company  expects  that it will record  restructuring  charges of between $25
million  and $30 million in the quarter  ended  January 1, 2000  related to this
effort.  These  charges will consist  primarily  of reserves for  severance  and
closed location future rental  payments.  In addition,  management  continues to
review  Safelite's cost structure to identify further potential cost savings for
which future restructuring  accruals may be required.  While management believes
that  these  actions  will  improve  operating  performance,  there  can  be  no
assurances  regarding  the timing  within which these actions may have impact or
that these efforts will ultimately be successful.

                                       10
<PAGE>


Forward-Looking Statements

Readers  are  cautioned  that there are  statements  contained  in this  report,
including but not limited to those under the caption Year 2000 Issues, which are
"forward-looking"  statements  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995 (the "Act").  Forward-looking  statements  include
statements which are predictive in nature,  which depend upon or refer to future
events or  conditions,  which include  words such as  "expects",  "anticipates",
"intends",   "plans",  "believes",   "estimates",  or  similar  expressions.  In
addition,  any statements  concerning  future financial  performance  (including
future  revenues,  earnings or growth  rates),  ongoing  business  strategies or
prospects,  and  possible  future  Company  actions,  which may be  provided  by
management  are  also   forward-looking   statements  as  defined  by  the  Act.
Forward-looking  statements are based on current  expectations  and  projections
about future  events and are subject to risks,  uncertainties,  and  assumptions
about the  Company,  economic  and market  factors and the  industries  in which
Safelite does business,  among other things. These statements are not guaranties
of future  performance  and Safelite  has no specific  intention to update these
statements.

These forward-looking statements,  like any forward-looking statements,  involve
risks and  uncertainties  that could cause actual  results to differ  materially
from those projected or anticipated. The risks and uncertainties include product
demand, regulatory uncertainties,  the effect of economic conditions, the impact
of competitive products and pricing, changes in customers' ordering patterns and
costs  and  expenses  associated  with  any Year  2000  issues  associated  with
Safelite,   including  updating  software  and  hardware  and  potential  system
interruptions. This list should not be construed as exhaustive.

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<PAGE>

                                    PART II.

Item 6.       Exhibits and Reports on Form 8-K

              1.   Exhibits

                   Exhibit 27 -- Financial Data Schedule

               2.  Reports on Form 8-K

                   There  were  no  reports  on  Form 8-K filed during the three
                   months ended October 2, 1999.


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