SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment # 2)*
Matria Healthcare, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
576817209
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(CUSIP Number)
December 31, 2001 (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))
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1) Name of Reporting Person SAFECO Common Stock Trust
S.S. or I.R.S. Identification
No. of Above Person
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2) Check the Appropriate Box (a)
if a Member of a Group ___________________________
(See Instructions) (b)
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3) SEC Use Only
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4) Citizenship or Place of State of Delaware
Organization
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Number of (5) Sole Voting
Shares Bene- Power 0
ficially
Owned by ___________________________________________________
Reporting (6) Shared Voting
Person With Power 657,575
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(7) Sole Dispositive
Power 0
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(8) Shared Dispositive
Power 657,575
______________________________________________________________
9) Aggregate Amount Beneficially
Owned by Reporting Person 657,575
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10) Check if the Aggregate
Amount in Row (9) Excludes
Certain Shares (See Instructions)
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11) Percent of Class
Represented by Amount in Row 9 7.5%
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12) Type of Reporting Person IV
(See Instructions)
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1) Name of Reporting Person SAFECO Asset Management
S.S. or I.R.S. Identifica- Company
tion No. of Above Person
---------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ___________________________
(See Instructions) (b)
---------------------------------------------------------------
3) SEC Use Only
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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 956,075
Person With ___________________________________________________
(7) Sole Dispositive
Power 0
---------------------------------------------------
(8) Shared
Dispositive Power 956,075
______________________________________________________________
9) Aggregate Amount Beneficially
Owned by Reporting Person 956,075(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 10.9%
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12) Type of Reporting Person IA
(See Instructions)
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1 The Reporting Person disclaims any beneficial ownership of 942,325 of the
shares reported on this joint 13G. Those 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.
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1) Name of Reporting Person SAFECO Corporation
S.S. or I.R.S. Identifica-
tion 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 Organization State of Washington
---------------------------------------------------------------
Number of (5) Sole Voting
Shares Bene- Power 0
ficially ___________________________________________________
Owned by (6) Shared Voting
Reporting Power 956,075
Person With ___________________________________________________
(7) Sole Disposi-
tive Power 0
---------------------------------------------------
(8) Shared
Dispositive Power 956,075
---------------------------------------------------------------
9) Aggregate Amount Beneficially 956,075(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 10.9%
---------------------------------------------------------------
12) Type of Reporting Person HC
(See Instructions)
_______________________________________________________________
2 The Reporting Person disclaims any beneficial ownership of 942,325 of the
shares reported on this joint 13G. Those reported shares are owned
beneficially by registered investment companies for which a subsidiary of
the Reporting Person serves as adviser, and include the shares reported in
this joint 13G by SAFECO Common Stock Trust.
Item 1(a). Name of Issuer: See front cover
Item 1(b). Address of Issuer Principal Executive Offices:
1850 Parkway Place, 12th Floor, Marietta, GA 30067
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 Common Stock Trust:
10865 Willows Road NE, Redmond, WA 98052
SAFECO Corporation: SAFECO Plaza, Seattle, WA 98185
SAFECO Asset Management Company:
601 Union Street, Suite 2500, Seattle, WA 98101
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) (X)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).
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
942,325 of the 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: Not applicable.
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.
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: January 11, 2002 SAFECO Corporation
By /s/ Ronald L. Spaulding
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Ronald L. Spaulding, Treasurer
SAFECO Common Stock Trust
By /s/ Ronald L. Spaulding
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Ronald L. Spaulding, Treasurer
SAFECO Asset Management Company
By /s/ David H. Longhurst
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David H. Longhurst, Secretary
EXHIBIT A
Agreement for filing Schedule 13-G.
Pursuant to the requirements of Regulation 13d-1(d), SAFECO Corporation, SAFECO
Asset Management Company, and SAFECO Common Stock Trust each agree that Schedule
13-G filed by them with regard to Matria Healthcare, Inc.'s common stock is
filed on behalf of each of them.
Date: January 11, 2002 SAFECO Corporation
By /s/ Ronald L. Spaulding
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Ronald L. Spaulding, Treasurer
SAFECO Common Stock Trust
By /s/ Ronald L. Spaulding
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Ronald L. Spaulding, Treasurer
SAFECO Asset Management Company
By /s/ David H. Longhurst
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David H. Longhurst, Secretary