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): August 4, 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	92324
(Address of principal executive offices)	(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))

TABLE OF CONTENTS

	Item 7.01 Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits
Signatures
EXHIBIT INDEX
Exhibit 99.1

Item 7.01 Regulation FD Disclosure

On August 2, 2005, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Announces Third 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 August 2, 2005, entitled “Stater Bros. Holdings Announces Third 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.
Date: August 4, 2005	By:	/s/ Phillip J. Smith
		Phillip J. Smith
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.	Description
Exhibit 99.1	Text of press release, dated August 2, 2005, entitled “Stater Bros. Holdings Announces Third Quarter Results”.

EX-99.1

21700 Barton Road
P.O. Box 150
Colton, California 92324
Exhibit 99.1
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, August 2, 2005

STATER BROS. HOLDINGS ANNOUNCES THIRD QUARTER RESULTS

Colton, California. August 2, 2005; Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced financial results for the thirteen week third quarter and thirty-nine week year-to-date period ended on June 26, 2005.

The results for the prior year third quarter and thirty-nine 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. The third quarter of 2004 was also affected by the Company’s refinancing activity.

Sales for the thirteen week third quarter ended June 26, 2005, compared to the third quarter 2004 decreased 0.89% to $840.4 million compared to $848.0 million for the thirteen weeks ended June 27, 2004. The decrease was primarily due to higher post labor dispute volume in the third quarter of fiscal 2004 and the Easter Holiday occurring during the third quarter of fiscal 2004 and in the second quarter of fiscal 2005. Total sales for the thirty-nine weeks ended June 26, 2005, decreased 11.93% and amounted to $2.522 billion compared to $2.864 billion for the same period in the fiscal 2004 which was affected by the labor dispute. Like store sales for the thirteen week period ended June 26, 2005, after the effect of the timing of Easter Holiday, decreased 1.9% over the same period in the prior year. Like store sales for the thirty-nine week period ended June 26, 2005 declined 15.2% as compared to results during last year’s prolonged labor dispute.

The Company reported net income for the thirteen week third quarter ended June 26, 2005 of $7.3 million compared to a loss of $5.9 million for the thirteen weeks ended June 27, 2004. Net income for the fiscal year-to-date periods amounted to $14.1 million in 2005 and $58.9 million in 2004 which was affected by the labor dispute. The 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 remains difficult to compare any major category on our Operating Statements between Fiscal 2004 and Fiscal 2005 due to the effects of the unprecedented labor dispute in Fiscal 2004, which affected all of the Southern California Supermarket Industry. During the quarter we began to see a more normalized market place. All of our “Valued Customers” have our commitment that we will 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 California and operates 161 supermarkets through its wholly owned subsidiary, Stater Bros. Markets. Stater Bros. Markets also owns and operates Santee Dairies, provider of Knudsen Dairy products to Southern California.

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

STATER BROS. MARKETS...SERVING SOUTHERN CALIFORNIA FOR 69 GOLDEN YEARS
# # #

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

	13 Weeks Ended						39 Weeks Ended
	06/27/04			06/26/05			06/27/04			06/26/05
	(as restated)				(as restated)
Sales	$	847,984		$	840,430		$	2,863,955		$	2,522,347
Gross profit		224,723			231,595			825,944			666,846
Operating expenses
Selling, general and administrative expenses		188,323			196,380			631,018			574,876
Depreciation and amortization		8,339			10,090			23,921			29,187
Total operating expenses		196,662			206,470			654,939			604,063
Operating profit		28,061			25,125			171,005			62,783
Interest income		157			1,864			1,005			4,525
Interest expense		(13,103	)		(14,530	)		(39,416	)		(43,204	)
Interest expense related to debt purchase		(25,495	)		—			(34,017	)		—
Equity in earnings from unconsolidated affiliate		—			—			929			—
Other expenses — net		(308	)		(282	)		(1,017	)		(581	)
Income (loss) before income taxes (benefit)		(10,688	)		12,177			98,489			23,523
Income taxes (benefit)		(4,826	)		4,901			39,614			9,384
Net income (loss)	$	(5,862	)	$	7,276		$	58,875		$	14,139

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

	9/26/04			06/26/05
Assets
Current assets
Cash	$	301,947		$	253,501
Restricted cash		20,000			29,000
Receivables		39,258			37,015
Inventories		185,567			188,522
Other		34,263			32,591
Total current assets		581,035			540,629
Property and equipment, net		404,856			448,065
Deferred debt issuance costs, net		21,891			19,766
Other assets		6,339			11,087
Total assets	$	1,014,121		$	1,019,547
Liabilities and stockholder’s deficit
Current liabilities
Accounts payable	$	142,077		$	136,839
Accrued expenses and other liabilities		117,856			107,359
Current portion of capital lease obligations		1,247			1,165
Total current liabilities		261,180			245,363
Long-term debt		700,000			700,000
Capital lease obligations, less current portion		9,470			8,592
Other long-term liabilities		83,112			91,094
Total stockholder’s deficit		(39,641	)		(25,502	)
Total liabilities and stockholder’s deficit	$	1,014,121		$	1,019,547