8-K

UNITED STATES
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): May 13, 2005

STATER BROS. HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-13222

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

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

N/A
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On May 10, 2005, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Announces Second Quarter Results”. A copy of this press release is attached hereto and incorporated by reference as exhibit 99.1. The information contained in this 8-K document, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated by reference in any filing pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this report, including the exhibit furnished herewith, is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.

Item 9.01 Financial Statements and Exhibits

The following material is being furnished as exhibits to this Current Report on Form 8-K.

(c)   Exhibits

99.1   Text of press release, dated May 10, 2005, entitled “Stater Bros. Holdings Announces Second Quarter Results”.

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
	Senior Vice President and Chief Financial Officer

Date: May 13, 2005

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated May 10, 2005, entitled “Stater Bros. Holdings Announces Second Quarter Results”.

EX-99.1

Exhibit 99.1

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
Tuesday, May 10, 2005

STATER BROS. HOLDINGS ANNOUNCES SECOND QUARTER RESULTS

Colton, California. May 10, 2005; Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced financial results for the thirteen week second quarter and twenty-six week year-to-date period ended on March 27, 2005.

The results for the prior year second quarter and twenty-six weeks were affected by the unprecedented Southern California Supermarket Industry labor dispute which had a significant impact on the Company’s results during fiscal 2004.

Sales for the thirteen week second quarter ended March 27, 2005, compared to the second quarter 2004 during which the labor dispute was in effect, decreased 14.8% to $842.9 million compared to $989.4 million for the thirteen weeks ended March 28, 2004. Total sales for the twenty-six weeks ended March 27, 2005, decreased 16.6% and amounted to $1.682 billion compared to $2.016 billion for the same period in the fiscal 2004 which was affected by the labor dispute. Like store sales decreased 18.4% and 20.3% for the thirteen week and twenty-six week periods ended March 27, 2005, respectively.

The Company reported net income for the thirteen week second quarter ended March 27, 2005 of $3.6 million compared to $30.2 million for the thirteen weeks second quarter ended March 28, 2004 during which the labor dispute was in effect. Net income for the fiscal year-to-date periods amounted to $6.9 million in 2005 and $64.7 million in 2004 which was affected by the labor dispute. The quarter and year-to-date results for 2004 include a $13.3 million after tax gain from litigation settlement. The settlement transferred the remaining 50% ownership interest in Santee Dairies, Inc. to the Company. Santee’s results have been consolidated in the Company’s results since the settlement date of February 6, 2004.

Brown said; “It is not possible to compare any major category on our Operating Statements between Fiscal 2004 and Fiscal 2005, due to the major effects of the unprecedented labor dispute in Fiscal 2004 that affected all of the Southern California Supermarket Industry. The Company is determined to maintain as much of the volume and as many of the new “Valued Customers” as possible. All of our “Valued Customers” have our commitment to provide a friendly and satisfying shopping experience on each and every one of their visits to our stores.”

Stater Bros. Holdings Inc. is the largest privately held Supermarket Chain in Southern California and operates 161 supermarkets through its wholly owned subsidiary, Stater Bros. Markets. Stater Bros. Markets also owns and operates Santee Dairies.

For information contact: Jack H. Brown, Chairman, President and Chief Executive Officer at (909) 783-5000.

STATER BROS. MARKETS...SERVING SOUTHERN CALIFORNIA FOR 68 GOLDEN YEARS
# # #

STATER BROS. HOLDINGS INC.
Condensed Consolidated Statements of Income
(In thousands)
Unaudited

	13 Weeks Ended						26 Weeks Ended
	03/28/04			03/27/05			03/28/04			03/27/05
	(as restated)						(as restated)
Sales	$	989,418		$	842,852		$	2,015,971		$	1,681,917
Gross profit		296,339			218,242			601,221			435,251
Operating expenses
Selling, general and administrative expenses		215,844			189,336			442,695			378,496
Depreciation and amortization		7,958			9,648			15,582			19,097
Total operating expenses		223,802			198,984			458,277			397,593
Operating profit		72,537			19,258			142,944			37,658
Interest income		464			1,469			848			2,661
Interest expense		(13,137	)		(14,578	)		(26,313	)		(28,674	)
Interest from debt redemption		(8,522	)		—			(8,522	)		—
Equity in earnings from unconsolidated affiliate		303			—			929			—
Other expenses — net		(256	)		(184	)		(709	)		(299	)
Income before income taxes		51,389			5,965			109,177			11,346
Income taxes		21,203			2,365			44,440			4,483
Net income	$	30,186		$	3,600		$	64,737		$	6,863

STATER BROS. HOLDINGS INC.
Condensed Consolidated Balance Sheets
(In thousands)
Unaudited

	9/26/04			03/27/05
Assets
Current assets
Cash	$	301,947		$	246,359
Restricted cash		20,000			29,000
Receivables		39,258			49,172
Inventories		185,567			188,738
Other		34,263			35,537
Total current assets		581,035			548,806
Property and equipment, net		404,856			434,812
Deferred debt issuance costs, net		21,891			20,532
Other assets		6,339			8,035
Total assets	$	1,014,121		$	1,012,185
Liabilities and stockholder’s deficit
Current liabilities
Accounts payable	$	142,077		$	131,444
Accrued expenses and other liabilities		117,856			117,145
Current portion of capital lease obligations		1,247			1,170
Total current liabilities		261,180			249,759
Long-term debt		700,000			700,000
Capital lease obligations, less current portion		9,470			8,894
Other long-term liabilities		83,112			86,310
Total stockholder’s deficit		(39,641	)		(32,778	)
Total liabilities and stockholder’s deficit	$	1,014,121		$	1,012,185