8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 18, 2004

STATER BROS. HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-13222

Delaware	33-0350671
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
21700 Barton Road Colton, California	92324
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (909) 783-5000

Item 5. Other Events and Required FD Disclosure.

On June 17, 2004, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Inc. Announces Final Results of Tender Offer”. A copy of this press release is attached hereto and incorporate by reference as exhibit 99.5.

On June 17, 2004, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Inc. $700 Million Senior Note Offering”. A copy of this press release is attached hereto and incorporate by reference as exhibit 99.6.

On June 17, 2004, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Inc. Announces New Credit Facility”. A copy of this press release is attached hereto and incorporate by reference as exhibit 99.7.

Item 7. Financial Statements and Exhibits.

     (c) Exhibits

99.5	Text of press release, dated June 17, 2004, entitled “Stater Bros. Holdings Inc. Announces Final Results of Tender Offer”.
99.6	Text of press release, dated June 17, 2004, entitled “Stater Bros. Holdings Inc. $700 Million Senior Note Offering”.
99.7	Text of press release, dated June 17, 2004, entitled “Stater Bros. Holdings Inc. Announces New Credit Facility”.

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Stater Bros. Holdings Inc.
	/s/ Phillip J. Smith
	By: Phillip J. Smith
Date: June 18, 2004	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.5	Text of press release, dated June 17, 2004, entitled “Stater Bros. Holdings Inc. Announces Final Results of Tender Offer”.
Exhibit 99.6	Text of press release, dated June 17, 2004, entitled “Stater Bros. Holdings Inc. $700 Million Senior Note Offering”.
Exhibit 99.7	Text of press release, dated June 17, 2004, entitled “Stater Bros. Holdings Inc. Announces New Credit Facility”.

EX-99.5

Exhibit 99.5

21700 Barton Road
P.O. Box 150
Colton, California 92324
  Contact:
Phil Smith
Stater Bros. Holdings Inc.
(909) 783-5287

P R E S S  R E L E A S E
For Immediate Release
Thursday, June 17, 2004

STATER BROS. HOLDINGS INC. ANNOUNCES
FINAL RESULTS OF TENDER OFFER

COLTON, California (June 17, 2004) — Stater Bros. Holdings Inc. (“Stater Bros.” or the “Company”) announced today the expiration of its previously announced tender offer and consent solicitation (the “Offer”) for any and all of its outstanding $449,750,000 million aggregate principal amount of 10-3/4% Senior Notes due 2006, CUSIP No. 857555AH9 (the “Notes”).

A total of approximately $397.8 million, or approximately 88.5%, aggregate principal amount of the outstanding Notes were tendered prior to the expiration date. The Company has accepted and paid for all Notes tendered pursuant to the Offer. The proposed amendments to the indenture governing the Notes, which eliminated substantially all of the restrictive covenants contained in such indenture, became operative today.

Stater Bros. engaged Banc of America Securities LLC to act as the exclusive dealer manager and solicitation agent in connection with the Offer.

Company Information

Stater Bros. Holdings Inc., located in Colton, California, is a leading supermarket chain in Southern California and operates 158 supermarkets under the name of Stater Bros. Markets, its wholly owned subsidiary (“Markets”). Markets also owns and operates Santee Dairies. Stater Bros. has grown primarily by constructing supermarkets in its primary trading areas, as well as through the enlargement of existing supermarkets and through a strategic acquisition in August 1999 of 43 supermarkets in Southern California. Stater Bros.’ supermarkets offer its customers a high level of customer service and broad selections of grocery, meat, produce and general merchandise. All of the Stater Bros.’ supermarkets have expanded selections of produce and full service meat departments. Nearly all of the supermarkets have hot service delicatessens and many have bakery departments and fresh seafood counters. Stater Bros. utilizes centralized warehouse and distribution facilities that provide its supermarkets with approximately 77% of the volume of the merchandise they offer for sale. For more information on Stater Bros. Holdings Inc., please visit Stater Bros’ website at http://www.staterbros.com.

STATER BROS. MARKETS...SERVING SOUTHERN CALIFORNIA FOR 67 YEARS

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EX-99.6

Exhibit 99.6

21700 Barton Road
P.O. Box 150
Colton, California 92324
  Contact:
Phil Smith
Stater Bros. Holdings Inc.
(909) 783-5287

P R E S S  R E L E A S E
For Immediate Release
Thursday, June 17, 2004

STATER BROS. HOLDINGS INC. $700 MILLION SENIOR NOTE OFFERING

COLTON, California (June 17, 2004) —Stater Bros. Holdings Inc. (“Stater Bros.” or the “Company”) today announced the sale of $525,000,000 of 8 1/8% Senior Notes due June 15, 2012 and $175,000,000 of Floating Rate Senior Notes due June 15, 2010 (collectively, the “New Senior Notes”). Proceeds from this offering will be used, together with cash on hand, to purchase or redeem all of Stater Bros.’ outstanding 10 3/4% senior notes due in 2006 (the “Existing Notes”), pay costs associated with the acquisition and construction of a proposed new distribution center, pay a dividend, repay a subordinated promissory note and pay fees and expenses associated with the offering and the purchase or redemption of the Existing Notes.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the New Senior Notes. The New Senior Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act.

STATER BROS. MARKETS...SERVING SOUTHERN CALIFORNIA FOR 67 YEARS

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EX-99.7

Exhibit 99.7

21700 Barton Road
P.O. Box 150
Colton, California 92324
  Contact:
Phil Smith
Stater Bros. Holdings Inc.
(909) 783-5287

P R E S S  R E L E A S E
For Immediate Release
Thursday, June 17, 2004

STATER BROS. HOLDINGS INC. ANNOUNCES NEW CREDIT FACILITY

COLTON, California (June 17, 2004)—Stater Bros. Holdings Inc. (“Stater Bros.” or the “Company”) announced that its subsidiary Stater Bros. Markets (“Markets”) has entered into an amended and restated credit facility (the “New Credit Facility”) with Bank of America, N.A., as sole and exclusive administrative agent and sole initial lender. The New Facility amends and restates Markets’ existing credit facility in its entirety. The new facility consists of a three-year revolving credit facility in a principal amount of up to $75 million, with the right to increase, under certain circumstances, the size of the New Credit Facility to an aggregate principal amount of $100 million. Subject to certain restrictions, the entire amount of the New Credit Facility may be used for loans, letters of credit, or a combination thereof. The New Credit Facility is guaranteed by the Company and all of its existing and future material subsidiaries, and contains customary representations and warranties, covenants and events of default.

STATER BROS. MARKETS...SERVING SOUTHERN CALIFORNIA FOR 67 YEARS

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