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 January 1, 2000

          [   ]  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  January 1, 2000  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 January 1, 2000

                                      INDEX

                                                                        Page No.
                                                                        --------

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

Item 1.   Financial Statements

          Condensed Balance Sheets - January 1, 2000 and April 3, 1999...     2

          Condensed Statements of Operations - Three Months Ended
              January 1, 2000 and January 2, 1999........................     3

          Condensed Statements of Operations - Nine Months Ended
              January 1, 2000 and January 2, 1999........................     4

          Condensed Statements of Cash Flows - Nine Months Ended
              January 1, 2000 and January 2, 1999........................     5

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

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations............................ 7 - 10

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

Item 6.   Exhibits and Reports on Form 8-K...............................     11






                                       1
<PAGE>

                                     PART I.

ITEM 1.       Financial Statements

                              SAFELITE GLASS CORP.
                            CONDENSED BALANCE SHEETS
                    (In thousands, except per share amounts)

                                                          January 1,    April 3,
                                                            2000          1999
                                                         -----------   ---------
                                                         (Unaudited)
ASSETS
CURRENT ASSETS:
 Cash ................................................    $    303     $  2,876
 Accounts receivable, net of allowance for uncollectible
  accounts of $4,464 and $5,100 ......................      54,421       70,296
 Inventories .........................................      55,336       50,451
 Prepaid expenses and other current assets ...........       4,473       10,700
 Deferred taxes ......................................      13,282        9,303
                                                          ---------    ---------
    Total current assets .............................     127,815      143,626
PROPERTY, PLANT AND EQUIPMENT - net of accumulated
   depreciation of $71,050 and $64,172 ...............      66,047       64,080
INTANGIBLE ASSETS - net of accumulated amortization
   of $28,454 and $21,039 ............................     273,398      280,814
OTHER ASSETS .........................................      91,936       85,307
                                                          ---------    ---------
TOTAL ASSETS .........................................    $559,196     $573,827
                                                          =========    =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
 Accounts payable ....................................    $ 60,883     $ 50,305
 Current portion - long term debt ....................       5,608        4,537
 Current portion - restructuring .....................      14,352        5,383
 Accrued expenses ....................................      26,778       24,074
 Accrued interest ....................................         777        6,589
                                                           ---------   ---------
    Total current liabilities ........................     108,398       90,888
LONG-TERM DEBT - LESS CURRENT PORTION ................     469,360      482,846
LONG-TERM LIABILITIES:
 Restructuring........................................      11,715        3,933
 Other ...............................................       1,880        2,694
                                                          ---------    ---------
    Total long-term liabilities ......................      13,595        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 .................................    (401,710)    (376,087)
 Other ...............................................      (5,468)      (5,468)
                                                          ---------    ---------
    Total stockholders' deficit ......................     (32,157)      (6,534)
                                                          ---------    ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ..........    $559,196     $573,827
                                                          =========    =========


                   See notes to condensed financial statements

                                       2
<PAGE>


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

                                                           Three Months Ended
                                                         -----------------------
                                                         January 1,   January 2,
                                                            2000         1999
                                                         ----------   ----------
SALES:
 Installation and related services ...................    $172,639     $175,179
 Wholesale ...........................................       9,723       10,858
                                                          ---------    ---------
     Total sales .....................................     182,362      186,037
                                                          ---------    ---------
COST OF SALES:
 Installation and related services ...................     137,302      136,757
 Wholesale ...........................................       8,758        9,510
                                                          ---------    ---------
     Total cost of sales .............................     146,060      146,267
                                                          ---------    ---------
GROSS PROFIT .........................................      36,302       39,770
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES .........      44,375       44,926
RESTRUCTURING EXPENSES ...............................      24,168         --
                                                          ---------    ---------
OPERATING LOSS .......................................     (32,241)      (5,156)
INTEREST EXPENSE  ....................................     (11,705)     (11,832)
INTEREST INCOME ......................................          63          172
                                                          ---------    ---------
LOSS BEFORE INCOME TAX BENEFIT .......................     (43,883)     (16,816)
INCOME TAX BENEFIT ...................................      16,415        5,610
                                                          ---------    ---------

NET LOSS .............................................    $(27,468)    $(11,206)
                                                          =========    =========



                  See notes to condensed financial statements.

                                       3
<PAGE>


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

                                                            Nine Months Ended
                                                          ----------------------
                                                          January 1,  January 2,
                                                             2000        1999
                                                          ----------  ----------
SALES:
 Installation and related services ...................    $630,710     $621,684
 Wholesale ...........................................      32,085       37,372
                                                          ---------    ---------
     Total sales .....................................     662,795      659,056
                                                          ---------    ---------
COST OF SALES:
 Installation and related services ...................     470,222      456,421
 Wholesale ...........................................      27,470       32,108
                                                          ---------    ---------
     Total cost of sales .............................     497,692      488,529
                                                          ---------    ---------
GROSS PROFIT .........................................     165,103      170,527
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES .........     144,281      140,725
RESTRUCTURING EXPENSES ...............................      24,168        4,222
OTHER OPERATING EXPENSES .............................        --          3,613
                                                          ---------    ---------
OPERATING INCOME (LOSS) ..............................      (3,346)      21,967
INTEREST EXPENSE  ....................................     (34,664)     (34,292)
INTEREST INCOME ......................................         220          384
                                                          ---------    ---------
LOSS BEFORE INCOME TAX BENEFIT .......................     (37,790)     (11,941)
INCOME TAX BENEFIT ...................................      12,167        1,852
                                                          ---------    ---------

NET LOSS .............................................    $(25,623)    $(10,089)
                                                          =========    =========





                  See notes to condensed financial statements.

                                       4

<PAGE>


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

                                                             Nine Months Ended
                                                          ----------------------
                                                          January 1,  January 2,
                                                             2000        1999
                                                          ----------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .............................................    $(25,623)    $(10,089)
Adjustments to reconcile net loss to net cash provided
 by (used in) operating activities:
 Depreciation and amortization .......................      17,399       17,152
 Deferred income taxes ...............................     (12,150)      (3,055)
 (Gain) loss on disposition of assets ................         203          (92)
 Changes in operating assets and liabilities:
  Accounts receivable ................................      15,875         (128)
  Inventories ........................................      (4,885)      (2,476)
  Accounts payable ...................................      10,578         (196)
  Accrued expenses ...................................       1,492       (3,037)
  Restructuring reserves .............................      16,751      (13,625)
  Accrued interest ...................................      (5,812)      (5,893)
  Prepaid expenses and other current assets ..........       6,227         (648)
  Other ..............................................       4,824          961
                                                          ---------    ---------
    Net cash flows provided by (used in) operating
       activities.....................................      24,879      (21,126)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures .................................     (15,000)     (17,142)
Proceeds from sale of fixed assets ...................         248          323
                                                          ---------    ---------
    Net cash flows used in investing activities ......     (14,752)     (16,819)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt ...........................      (3,880)      (4,176)
Proceeds from bond issuance ..........................        --         50,447
Bonds closed into escrow collateralized by restricted
  cash ...............................................        --        (46,400)
Capitalized debt issuance costs ......................        --         (2,122)
Borrowings (payments) on revolver, net ...............      (8,820)      37,750
                                                          ---------    ---------
   Net cash flows provided by (used in) financing
      activities......................................     (12,700)      35,499
                                                          ---------    ---------
NET DECREASE IN CASH .................................      (2,573)      (2,446)
CASH AT BEGINNING OF PERIOD ..........................       2,876       10,254
                                                          ---------    ---------
CASH AT END OF PERIOD ................................    $    303     $  7,808
                                                          =========    =========
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest ...............................    $ 39,058     $ 38,362
                                                          =========    =========
Cash paid for income taxes ...........................    $    254     $    438
                                                          =========    =========


                  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 January 1,  2000,  cumulative  unpaid
              preference dividends totaled $7.0 million.

              Comprehensive  Income (loss) - Comprehensive loss was equal to net
              loss for the three and nine month  periods  ended  January 1, 2000
              and January 2, 1999.

              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.

Note 2.       Restructuring Costs

              During the quarter  ended  January 1, 2000,  Safelite  recorded a
              pretax  charge  of $24.2  million  associated  with  closing  164
              service  centers,  closing one national call center and for costs
              related to  reductions  in field and  corporate  management.  The
              charge included $17.0 million for lease obligations, $4.3 million
              for  write-off of leasehold  improvements  and other fixed assets
              and $2.9 million for severance and other benefit costs related to
              the termination of associates. Safelite will continue to evaluate
              cost  savings   opportunities  which  may  result  in  additional
              restructuring charges.  Additional restructuring charges, if any,
              will  be  recorded   when  the  related   decision  is  made  and
              communicated.

              The following is a summary related  to the  restructuring  charges
              (in millions):

               Balance at April 3, 1999 (prior restructuring charges)    $ 9.3
               Charge recorded                                            24.2
               Used for intended purpose                                  (7.4)
                                                                         ------
               Balance at January 1, 2000                                $26.1
                                                                         ======

                                       6

<PAGE>


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

Results of Operations

Sales. Sales for the quarter ended January 1, 2000,  decreased $3.7 million,  or
2.0% to $182.3  million,  from  $186.0  million for the same period of the prior
year.  Installation  and related  services sales of $172.6 million for the third
quarter  decreased by 1.4%,  or $2.5  million  from $175.1  million for the same
period of the prior year.  Within  installation  and related  services,  service
center sales  declined  $6.9  million,  or 5.1% to $127.1  million while network
sales grew $4.3  million,  or 10.5% to $45.5  million.  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.  Safelite  service center  replacement unit volumes were 5.3%
lower  during the  quarter  than the same  period of the prior  year,  while the
successful rollout of Safelite's  Repair Medics(SM) repair only locations caused
windshield  repair volumes to nearly double.  Combined service center repair and
replacement  volumes  increased  3.5% over the  quarter  ended  January 2, 1999.
Despite  combined repair and replacement unit volumes  increasing 3.5%,  service
center  sales  declined  5.1% as a result of an  approximate  3.0%  decrease  in
pricing and the higher  rate of repairs,  which have a lower per unit price than
replacements.  The  increase  in  network  sales  was  primarily  due to a 10.0%
increase in repair and replacement unit volumes.

Wholesale  sales for the  quarter  ended  January  1,  2000,  fell 10.5% to $9.7
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 and away from lower  margin  truckload  sales.  Also,
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 nine months ended January 1, 2000,  total Company sales  increased  $3.7
million, or 0.6% to $662.8 million from $659.1 million. Installation and related
services  sales rose $9.0 million,  or 1.5% to $630.7  million.  The increase in
installation  and  related  services  sales  resulted  from a 3.3%  increase  in
replacement  unit sales and a 59.7%  increase in repair  unit  sales,  partially
offset by lower  pricing.  Wholesale  sales fell 14.2% to $32.1  million for the
reasons discussed above.

Gross Profit.  Gross profit for the quarter ended January 1, 2000 decreased 8.7%
to $36.3 million from $39.8 million for the same period of the prior year. Gross
profit margin decreased to 19.9% in the third quarter of fiscal 2000, from 21.4%
in the comparable period of fiscal year 1999. 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.  Partially  offsetting  the higher  proportion  of network sales was an
improved margin on network business.

For the nine months ended January 1, 2000,  gross profit was $165.1  million,  a
decrease  of $5.4  million,  or 3.2% over the  comparable  period in fiscal year
1999.  Gross  profit  rate  declined to 24.9% in the first nine months of fiscal
2000,  from 25.9% 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  and  third  quarters  of that  fiscal  year,  making
comparisons with the current nine month period  unfavorable.  Installation costs
per replacement  unit were  approximately  2% higher in the current year to date
period than for the comparable period last year.

                                       7
<PAGE>

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses decreased $0.5 million, or 1.2% in the third quarter to
$44.4  million from $44.9  million in the prior year period.  As a percentage of
sales for the quarter ended January 1, 2000, selling, general and administrative
expenses remained constant at approximately 24% compared with the same period in
the prior year.

For the nine months ended January 1, 2000,  selling,  general and administrative
expenses increased $3.6 million or 2.5% to $144.3 million from $140.7 million in
the  corresponding  nine  months of fiscal  1999.  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 nine months ended  January 1, 2000,  selling,
general  and   administrative   expenses   rose  to  21.8%  from  21.4%  in  the
corresponding prior year period.

Restructuring  Expenses.  During the quarter and nine  months  ended  January 1,
2000, Safelite recorded $24.2 million in restructuring expenses.  Items included
within the restructuring  provision are the closing of 164 service centers,  the
closing of one  national  call center and  reductions  in field  management  and
support   functions.   Management  is  continuing  to  evaluate  cost  reduction
opportunities  in light of current industry conditions and the announcement made
by Allstate  Insurance Company that it does not expect to renew its Best Efforts
Agreement  when that contract  expires in October 2000 (see  Safelite  Report on
Form 8-K  dated  October  28,  1999).  This  effort  may  result  in  additional
restructuring provisions in the fourth quarter of the current fiscal year.

Loss Before Income Taxes.  Loss before income taxes increased to a loss of $43.9
million in the quarter ended January 1, 2000 from a loss of $16.8 million in the
same  quarter  of  the  prior  year.  The  decline  was  primarily  due  to  the
restructuring  provision,  as well as to the decrease in gross  margin.  For the
nine months ended January 1, 2000, loss before income taxes increased to a $37.8
million loss from a $11.9 million loss in the nine months ended January 2, 1999,
primarily due to the third quarter restructuring provision.

Income  Taxes.  For the quarter and nine month periods ended January 1, 2000 and
January 2, 1999,  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 Loss. Net loss for the quarter ended January 1, 2000, was $27.5 million,  an
increase in net loss further  decline of $16.3  million  from the $11.2  million
loss  recorded in the quarter  ended  January 2, 1999.  This was  primarily  the
result of the restructuring  provision offset by the related reduction in income
taxes. Net loss for the nine months ended January 1, 2000 was $25.6 million,  an
increase in net loss of $15.5  million,  from the $10.1 million loss recorded in
the nine months ended January 2, 1999,  for the same primary  reasons  discussed
for the quarter.

Year 2000 Issues

The Year 2000 issue is the result of many computer  programs being written where
dates were abbreviated by using two digits to represent the year in date fields,
potentially  resulting in the inability to correctly  process data or to operate
properly.  Year 2000 issues could have affected: (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.

                                       8
<PAGE>

Safelite underwent a comprehensive evaluation and remediation to ensure that its
systems  and  that  of  its  business   partners   were  Year  2000   compliant.
Consequently,  Safelite successfully entered Year 2000 without disruption to its
services  from its internal  computer  systems and  software.  In addition,  the
Company has not experienced  any significant  Year 2000 problems with respect to
vendors,  customers,  and/or other third  parties.  The  monitoring of hardware,
software and third party  exchanges of  information  is ongoing and  contingency
plans are in place if any problems arise.

While no Year 2000 related  disruptions have been experienced to date, there are
some  remaining  Year  2000  risks.   However,   based  on  currently  available
information,  management  believes that Year 2000 related  disruptions would not
have a material adverse effect on the Company's  financial  condition or results
of operations.

The total  cost of  addressing  the Year 2000 issue was  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 January 1,  2000,  approximately  $2.1  million of  external  costs have been
incurred.  Management  believes  that any  remaining  Year  2000  costs  will be
insignificant.  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.

Liquidity and Capital Resources

Net cash  provided  by  operating  activities  for the nine month  period  ended
January 1, 2000 was $24.9 million,  an increase in operating cash flows of $46.0
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, as well as  significant  reductions in working  capital,  particularly  in
receivables.

Historically,  Safelite has utilized  internally  generated funds and borrowings
under credit facilities to meet ongoing working capital and capital  expenditure
requirements. As of January 1, 2000, Safelite had long-term borrowings of $475.0
million and $55.4 million of availability under its revolving credit facility.

Safelite's  credit  facilities  contain financial and other covenants that limit
the  ability of  Safelite  to,  among  other  things,  dispose of assets,  incur
additional indebtedness, incur guarantee obligations, prepay other indebtedness,
or amend other debt  instruments,  pay dividends,  create liens on assets,  make
investments, loans or advances, make acquisitions,  create subsidiaries,  engage
in mergers,  or engage in certain  transactions  with  affiliates  and otherwise
restrict  certain  corporate  activities.  In addition,  Safelite is required to
comply with certain financial  covenants,  including specified financial ratios,
minimum interest  coverage ratios and maximum leverage ratios. In the absence of
improved performance which is not now anticipated, Safelite will not comply with
certain covenants now contained in its senior credit facilities during the three
month period ended April 1, 2000 or the three month period ended July 1, 2000.

Safelite has  initiated  discussions  with its lenders  under the senior  credit
facilities  seeking  modifications  of certain  covenants  in the senior  credit
facilities  which would  facilitate  Safelite's  continued  compliance  with its
covenants.  There  can be no  assurance  that  Safelite  will be  successful  in
modifying its credit  facilities  or, if  successful,  be able to do so on terms
that will not impose other restrictions on the Company. If Safelite is unable to
obtain such a  modification  and is unable to remain in compliance  with certain
covenants, then, in the absence of a waiver by the lenders, Safelite would be in
default  under its senior  credit  facilities,  which in the  aggregate  totaled
$320.1 million as of January 1, 2000.

                                       9
<PAGE>

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  Safelite's  success in achievement  of cost  reductions in connection
with its restructuring  activities as well as factors 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  nine months ended January 1,
2000 borrowing levels.

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 guarantees
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

         The Company filed a  Current Report on Form 8-K, dated October 28, 1999
         which  reported   Allstate  Insurance  Company  (Allstate)  had advised
         Safelite  that it did not intend to renew  its Best  Efforts  Agreement
         with Safelite for  autoglass  repair,  replacement  and  administrative
         services when that contract expires in  October 2000.  Safelite planned
         actions  to reduce  its  overall  cost  structure  in  light of current
         industry conditions as well as this development.  The Company  expected
         to record  restructuring  charges in the quarter  ended January 1, 2000
         related to this effort.


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