SAFECO CORP
SC 13G/A, 2000-02-14
FIRE, MARINE & CASUALTY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                  SCHEDULE 13G



                    Under the Securities Exchange Act of 1934
                                 (Amendment 1)*


                                Schlotzsky's Inc.
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)


                                   806832101
                                 (CUSIP Number)

                     December 31, 1999 (Date of Event Which  Requires  Filing of
             this  Statement)  Check the  appropriate  box to designate the rule
             pursuant to which this schedule is filed:
                                (X) Rule 13d-1(b)
                                ( ) Rule 13d-1(c)
                                ( ) Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                        (Continued on following page(s))


<PAGE>


- ------------------------------------------------------------------------------
1)       Name of Reporting Person           SAFECO Common Stock Trust
         S.S. or I.R.S. Identification
         No. of Above Person
- ---------------------------------------------------------------
2)       Check the Appropriate Box          (a)
         if a Member of a Group             ___________________________
         (See Instructions)                 (b)
- ---------------------------------------------------------------
3)       SEC Use Only
- ---------------------------------------------------------------
4)       Citizenship or Place of             State of Delaware
         Organization
- ---------------------------------------------------------------
Number of       (5) Sole Voting
Shares Bene-         Power                  0
ficially
Owned by       ___________________________________________________
Reporting       (6) Shared Voting
Person With         Power                   298,600
                  ---------------------------------------------------
                  (7) Sole Dispositive
                                Power       0
                  ---------------------------------------------------
                  (8) Shared Dispositive
                       Power                298,600
- --------------------------------------------------------------
9)       Aggregate Amount Beneficially
         Owned by Reporting Person          298,600
- ---------------------------------------------------------------
10)      Check if the Aggregate
         Amount in Row (9) Excludes
         Certain Shares (See Instructions)
- ---------------------------------------------------------------
11)      Percent of Class
         Represented by Amount in Row 9     4.0%
- ---------------------------------------------------------------
12)      Type of Reporting Person           IV
         (See Instructions)


<PAGE>



- ---------------------------------------------------------------
 1)      Name of Reporting Person           SAFECO Asset Management
         S.S. or I.R.S. Identification               Company
         No. of Above Person
- ---------------------------------------------------------------
2)       Check the Appropriate Box          (a)
         if a Member of a Group              ___________________________
         (See Instructions)                 (b)
- ---------------------------------------------------------------
3)       SEC Use Only
- ---------------------------------------------------------------
4)       Citizenship or Place of             State of Washington
         Organization
- ---------------------------------------------------------------
Number of       (5) Sole Voting
Shares Bene-         Power                  0
ficially           ___________________________________________________
Owned by       (6) Shared Voting
Reporting              Power                395,000
Person With       ___________________________________________________
                  (7) Sole Dispositive
                                Power       0
                  ---------------------------------------------------
                  (8) Shared
                        Dispositive Power   395,000
- --------------------------------------------------------------
9)       Aggregate Amount Beneficially
         Owned by Reporting Person          395,000 (1)
- ---------------------------------------------------------------
10)      Check if the Aggregate
         Amount in Row (9) Excludes
         Certain Shares (See Instructions)
- ---------------------------------------------------------------
11)      Percent of Class Represented
         by Amount in Row 9                 5.3%
- ---------------------------------------------------------------
12)      Type of Reporting Person           IA
         (See Instructions)


- --------
     1            The Reporting Person disclaims any beneficial ownership of the
                  shares  reported on this joint 13G.  The  reported  shares are
                  owned  beneficially  by  registered  investment  companies for
                  which the  Reporting  Person  serves as an adviser and include
                  the shares  reported in this joint 13G by SAFECO  Common Stock
                  Trust.





<PAGE>

- ---------------------------------------------------------------
 1)      Name of Reporting Person           SAFECO Corporation
         S.S. or I.R.S. Identification
         No. of Above Person
- ---------------------------------------------------------------
2)       Check the Appropriate Box          (a)
         if a Member of a Group             ___________________________
         (See Instructions)                 (b)
- ---------------------------------------------------------------
3)       SEC Use Only
- ---------------------------------------------------------------
4)       Citizenship or Place of            State of Washington
         Organization
- ---------------------------------------------------------------
Number of       (5) Sole Voting
Shares Bene-         Power                  0
ficially           ___________________________________________________
Owned by       (6) Shared Voting
Reporting              Power                395,000
Person With       ___________________________________________________
                  (7) Sole Dispositive
                       Power                0
                  ---------------------------------------------------
                  (8) Shared
                        Dispositive Power   395,000
- ---------------------------------------------------------------
9)       Aggregate Amount Beneficially      395,000 (2)
         Owned by Reporting Person
- ---------------------------------------------------------------
10)      Check if the Aggregate
         Amount in Row (9) Excludes
         Certain Shares (See Instructions)
- ---------------------------------------------------------------
11)      Percent of Class Represented
         by Amount in Row 9                 5.3%
- ---------------------------------------------------------------
12)      Type of Reporting Person           HC
         (See Instructions)
- ----
2                 The Reporting Person disclaims any beneficial ownership of the
                  shares  reported on this joint 13G.  The  reported  shares are
                  owned  beneficially  by  registered  investment  companies for
                  which  a  subsidiary  of the  Reporting  Person  serves  as an
                  adviser and  include the shares  reported in this joint 13G by
                  SAFECO Common Stock Trust.
<PAGE>

Item 1(a).        Name of Issuer:  See front cover

Item 1(b).        Address of Issuer Principal Executive Offices:

                     203 Colorado Street, Austin, TX 78701

Item 2(a).        Name of Person(s) Filing:  See Item 1 on cover page (pp 2-4).

Item 2(b).        Address of Principal Business Office or, If None, Residence:

                  SAFECO Corporation:  SAFECO Plaza, Seattle, WA  98185

                  SAFECO Asset Management Company:  601 Union Street,
                                                    Suite 2500,
                                                    Seattle, WA  98101

                  SAFECO Common Stock Trust: 10865 Willows Rd. NE,
                                             Redmond, WA 98052

Item 2(c).        Citizenship:   See Item 4 on cover page (pp 2-4).

Item 2(d).        Title of Class of Securities:   See front cover page.

Item 2(e).        CUSIP Number:   See front cover page.

Item              3. If this  statement is filed  pursuant to Rules  13d-1(b) or
                  13d-2(b) or (c), check whether the persons filing are:

         (a)      ( )Broker or Dealer registered under Section 15 of the Act.
         (b)      ( )Bank as defined in Section 3(a)(6) of the Act.
         (c)      ( )Insurance Company as defined in Section 3(a)(19) of
                     the Act.
         (d)      ( )Investment  Company registered under Section 8 of the
                     Investment Company Act of 1940.
         (e)      (X)Investment Advisor registered under Section 203 of the
                     Investment  Advisers Act of 1940.
         (f)      ( )Employee  Benefit Plan,   Pension  Fund  which  is  subject
                     to  provisions  of Employee Retirement Income Security Act
                     of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).
         (g)      (X)Parent Holding Company in accordance with
                     Rule 13d-1(b)(ii)(G).
         (h)      ( ) Savings Association as defined in Section 3(b) of the
                      Federal Deposit Insurance Act.
         (i)      ( ) Church Plan that is excluded  from the  definition of
                       an  investment  company  under  Section  3(c)(14)  of the
                       Investment Company Act of 1940.
         (j)      ( )Group, in accordance with Rule 13d-1(b)(1)(ii)(H).


<PAGE>



Item 4.  Ownership:

                  Items (a) through (c): See items 1 and 5-11 of the cover pages
(pp 2-4).

                  SAFECO  Asset  Management   Company  and  SAFECO   Corporation
                  expressly  declare  that  the  filing  of  this  statement  on
                  Schedule 13G shall not be construed as an admission  that they
                  are,  for the  purposes  of  Section  13(d)  or  13(g)  of the
                  Securities and Exchange Act of 1934, the beneficial  owners of
                  any  securities  covered  by  this  statement.  Each  of  such
                  companies is filing this statement because it is considered an
                  indirect  beneficial  owner  of such  securities  based on its
                  ownership or control of one or more investment companies which
                  directly own such shares.

Item 5.  Ownership of 5% or Less of a Class:

                  As of December  31,  1999,  the SAFECO  Common Stock Trust has
                  ceased  to be the  beneficial  owner  of  more  than 5% of the
                  common stock of Schlotzsky's Inc.

Item 6.  Ownership of More than 5% on Behalf of Another Person:  Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
                  Security Being Reported on by the Parent Holding Company.

                  SAFECO Asset  Management  Company is the  subsidiary  on which
                  SAFECO Corporation is reporting as the parent holding company.
                  SAFECO Asset  Management  Company is an investment  adviser as
                  specified  in Item 12 on the cover page (p.  3), and  reported
                  shares  are  owned   beneficially  by  registered   investment
                  companies for which SAFECO Asset Management  Company serves as
                  investment adviser.

Item 8.  Identification and Classification of Members of the Group.
                  Not applicable.

Item 9.  Notice of Dissolution of Group.  Not applicable.

Item 10.Certification.

                  By signing  below I certify  that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  are  held in the  ordinary  course  of  business  and were not
                  acquired  and are not  held  for the  purpose  of or with  the
                  effect of changing or influencing the control of the issuer of
                  such  securities  and  were not  acquired  and are not held in
                  connection with or as a participant in any transaction  having
                  that purpose or effect.

<PAGE>


Exhibits.

                  The statement required by Rule 13d-1(f) is attached as Exhibit
A.


Signature.

                  After  reasonable  inquiry and to the best of my knowledge and
                  belief,  I  certify  that the  information  set  forth in this
                  statement is true, complete and correct.


Date: February 10, 2000                              SAFECO Corporation



                                                By       /s/ Ronald L. Spaulding
                                                  Ronald L. Spaulding, Treasurer


                                                     SAFECO Common Stock Trust



                                               By        /s/ Ronald L. Spaulding
                                                  Ronald L. Spaulding, Treasurer


                                                 SAFECO Asset Management Company



                                                     By      /s/  Neal A. Fuller
                                                       Neal A. Fuller, Secretary





<PAGE>



                                    EXHIBIT A



Agreement for filing Schedule 13-G.

Pursuant to the requirements of Regulation 13d-1(d),  SAFECO Common Stock Trust,
SAFECO  Corporation and SAFECO Asset Management Company each agree that Schedule
13-G filed by them with regard to  Schlotzsky's  Inc.'s common stock is filed on
behalf of each of them.


Date:  February 10, 2000                             SAFECO Corporation



                                                By       /s/ Ronald L. Spaulding
                                                  Ronald L. Spaulding, Treasurer


                                                     SAFECO Common Stock Trust



                                               By        /s/ Ronald L. Spaulding
                                                  Ronald L. Spaulding, Treasurer


                                                 SAFECO Asset Management Company



                                                     By      /s/  Neal A. Fuller
                                                       Neal A. Fuller, Secretary


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