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): December 22, 2005

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)	(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))

Item 7.01 Regulation FD Disclosure

On December 20, 2005, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Announces Sales and Earnings”. 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 December 20, 2005, entitled “Stater Bros. Holdings Announces Sales and Earnings”.

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: December 22, 2005

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated December 20, 2005, entitled “Stater Bros. Holdings Announces Sales and Earnings”.

EX-99.1

Exhibit 99.1

Contact:
Phil Smith
Stater Bros. Holdings Inc.
(909)783-5287

PRESS RELEASE
For Immediate Release
Tuesday, December 20, 2005

STATER BROS. HOLDINGS ANNOUNCES SALES AND EARNINGS

Colton, California. December 20, 2005: Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced sales and earnings for the fifty-two week fiscal year ended September 25, 2005.

Prior year results were materially affected in a positive manner by the unprecedented Southern California Supermarket Industry labor dispute. The effect of this event needs to be considered when comparing the current year to the prior year results.

Sales for fiscal 2005 were $3.4 billion, a decrease of 9.0% when compared to sales of $3.7 billion for the 2004 fiscal year. Sales for the fourth quarter of fiscal 2005 ended September 25, 2005 were $849.9 million, an increase of 1.1% when compared to $840.9 million for the fiscal fourth quarter of 2004 ended September 26, 2004. Like store sales for fiscal 2005 decreased 12.1% compared to fiscal 2004. For the fourth quarter of fiscal 2005, like stores sales decreased 1.0% compared to the fourth quarter of fiscal 2004. A comparison of sales between fiscal 2005 and fiscal 2004 is difficult due to the effect of the labor dispute in fiscal 2004. Like store sales comparing fiscal 2005 with fiscal 2003, the fiscal year prior to the labor dispute, increased 15.2% or an average annual like store sales growth of 7.6% over the two year period.

The Company reported net income of $26.2 million for the fiscal year 2005 compared to $71.4 million in fiscal year 2004. The results for the fourth quarters of fiscal 2005 and fiscal 2004, reflected net income of $12.1 million and $12.6 million, respectively.

The results of operations for fiscal 2004 were favorably impacted by the Southern California Supermarket Industry labor dispute. The impact of the labor dispute on the Company was unprecedented and is not expected to be repeated in the future.

Brown said, “The Stater Bros. family members continue to provide a friendly and satisfying shopping experience to our “Valued Customers” at a reasonable price for the items they want and need. We are pleased with the results but will continue to focus on customer service and bring value to our customers, the core of the Stater Bros. concept.”

Stater Bros. Holdings Inc. is the largest privately held Supermarket Chain in Southern California and operates 162 supermarkets through its wholly-owned subsidiary, Stater Bros. Markets.

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 Balance Sheets
(In thousands)
Unaudited

	09/26/04			09/25/05
Assets
Current assets
Cash	$	301,947		$	263,397
Restricted cash		20,000			29,000
Receivables		39,258			45,006
Inventories		185,567			185,302
Other		34,263			31,122
Total current assets		581,035			553,827
Property and equipment, net		404,856			467,937
Deferred debt issuance costs, net		21,891			19,011
Other		6,339			14,594
Total assets	$	1,014,121		$	1,055,369
Liabilities and stockholder’s deficit
Current liabilities
Accounts payable	$	144,612		$	144,298
Accrued expenses and other liabilities		115,321			131,185
Current portion of capital lease obligations		1,247			1,190
Total current liabilities		261,180			276,673
Long-term debt		700,000			700,000
Capital lease obligations, less current portion		9,470			8,292
Other long-term liabilities		83,112			83,799
Common stockholder’s deficit		(39,641	)		(13,395	)
Total liabilities and stockholder’s deficit	$	1,014,121		$	1,055,369

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

	13 Weeks			13 Weeks			52 Weeks			52 Weeks
	Ended			Ended			Ended			Ended
	09/26/04			09/25/05			09/26/04			09/25/05
Sales	$	840,928		$	849,896		$	3,704,882		$	3,372,243
Gross profits		226,126			237,262			1,052,070			904,108
Operating expenses:
Selling, general and administrative expenses		189,310			198,009			820,329			772,885
Depreciation and amortization		9,364			10,388			33,284			39,575
Total operating expenses		198,674			208,397			853,613			812,460
Operating profit		27,452			28,865			198,457			91,648
Interest income		1,192			2,291			2,198			6,816
Interest expense		(14,534	)		(13,938	)		(53,951	)		(57,142	)
Interest expense related to debt purchase		(1,630	)		—			(35,647	)		—
Equity in income from unconsolidated affiliate		—			—			929			—
Other expenses, net		(326	)		(833	)		(1,343	)		(1,414	)
Income before income taxes (benefit)		12,154			16,385			110,643			39,908
Income taxes (benefit)		(412	)		4,278			39,202			13,662
Net income	$	12,566		$	12,107		$	71,441		$	26,246