SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment # 2)*
Atherogenics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
047439104
(CUSIP Number)
December 31, 2003 (Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
schedule is filed:
( )Rule 13d-1(b)
( ) Rule 13d-1(c)
(X) 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))
_____________________________________________________________
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 0
Person With ___________________________________________________
(7) Sole Dispositive
Power 0
___________________________________________________
(8) Shared
Dispositive Power 0
______________________________________________________________
9) Aggregate Amount Beneficially
Owned by Reporting Person 0
_______________________________________________________________
10) Check if the Aggregate
Amount in Row (9) Excludes
Certain Shares (See Instructions)
_______________________________________________________________
11) Percent of Class Represented
by Amount in Row 9 0%
_______________________________________________________________
12) Type of Reporting Person IA
(See Instructions)
_______________________________________________________________
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 Organization State of Washington
_______________________________________________________________
Number of (5) Sole Voting
Shares Bene- Power 0
ficially ___________________________________________________
Owned by (6) Shared Voting
Reporting Power 0
Person With ___________________________________________________
(7) Sole Dispositive
Power 0
___________________________________________________
(8) Shared
Dispositive Power 0
_______________________________________________________________
9) Aggregate Amount Beneficially 0
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 0%
_______________________________________________________________
12) Type of Reporting Person HC
(See Instructions)
_______________________________________________________________
Item 1(a). Name of Issuer: See front cover
Item 1(b). Address of Issuer Principal Executive Offices:
8995 Westside Parkway, Alpharetta, GA, 30004
Item 2(a). Name of Person(s) Filing: See Item 1 on cover page (pp 2-3).
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
Item 2(c). Citizenship: See Item 4 on cover page (pp 2-3).
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 Adviser 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
2-3).
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 were, 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 was considered an
indirect beneficial owner of such securities based on its ownership or
control of one or more investment companies which directly owned such
shares.
Item 5. Ownership of 5% or Less of a Class:
This statement is filed to report that as of December 31, 2003, the
reporting persons have ceased to be the beneficial owners of more than
5% of the common stock of Atherogenics, 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. 2), and reported shares were 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 were held
in the ordinary course of business and were not acquired and were 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
were 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(k) 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: July 20, 2004 Safeco Corporation
By /s/ Ronald L. Spaulding
------------------------
Ronald L. Spaulding
Vice President and Treasurer
Safeco Asset Management Company
By /s/ David H. Longhurst
-----------------------
David H. Longhurst
Vice President, Treasurer and Secretary
EXHIBIT A
Agreement for filing Schedule 13-G.
Pursuant to the requirements of Regulation 13d-1(k), Safeco Corporation and
Safeco Asset Management Company each agree that Schedule 13-G filed by them with
regard to Atherogenics, Inc.'s common stock is filed on behalf of each of them.
Date: July 20, 2004 Safeco Corporation
By /s/ Ronald L. Spaulding
------------------------
Ronald L. Spaulding
Vice President and Treasurer
Safeco Asset Management Company
By /s/ David H. Longhurst
-----------------------
David H. Longhurst
Vice President, Treasurer and Secretary