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): August 13, 2002

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 or organization)	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

TABLE OF CONTENTS

	Item 9. REGULATION FD DISCLOSURE
Signatures
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

Item 9. REGULATION FD DISCLOSURE

On August 13, 2002, the Company’s Principal Executive Officer, Jack H. Brown and Principal Financial Officer, Phillip J. Smith each submitted to the SEC sworn statements pursuant to Securities and Exchange Commission Order No. 4-460.

A copy of each of these statements is attached hereto as Exhibits 99.1 and 99.2.

On August 13, 2002, the Company’s Principal Executive Officer, Jack H. Brown and Principal Financial Officer, Phillip J. Smith submitted a certification to the SEC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oakley Act of 2002.

A copy of this certificate is attached hereto as Exhibit 99.3.

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: August 13, 2002

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Statement Under Oath of Principal Executive Officer dated August 13, 2002
Exhibit 99.2	Statement Under Oath of Principal Financial Officer dated August 13, 2002
Exhibit 99.3	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oakley Act of 2002

EX-99.1 3 a83649exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Jack H. Brown, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Stater Bros. Holdings Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the fiscal year ended September 30, 2001 of Stater Bros. Holdings Inc. - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Stater Bros. Holdings Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Jack H. Brown - ------------------------------ Jack H. Brown Chairman, President, and Chief Executive Officer (Principal Executive Officer) August 13, 2002 State of California Subscribed and sworn to County of San Bernardino before me this 13th day of August 2002. /s/ Marilyn Ryan ----------------------------------- Notary Public My commission expires: November 2, 2003 ----------------------------------- EX-99.2 4 a83649exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Phillip J. Smith, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Stater Bros. Holdings Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report Form 10-K for the fiscal year ended September 30, 2001 of Stater Bros. Holdings Inc. - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Stater Bros. Holdings Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Phillip J. Smith - --------------------------- Phillip J. Smith Senior Vice President, and Chief Financial Officer (Principal Financial Officer) August 13, 2002 State of California Subscribed and sworn to County of San Bernardino before me this 13th day of August 2002. /s/ Marilyn Ryan ----------------------------------- Notary Public My commission expires: November 2, 2003 ----------------------------------- EX-99.3 5 a83649exv99w3.txt EXHIBIT 99.3 EXHIBIT 99.3 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Each of the undersigned hereby certifies, in his capacity as an officer of Stater Bros. Holdings Inc. (the "Company"), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: - the Quarterly Report of the Company on Form 10-Q for the period ended June 30, 2002 fully complies with the requirements of Section 13(a) or 15(b) of the Securities Exchange Act of 1934; and - the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operation of the Company. Dated: August 13, 2002 /s/ Jack H. Brown - ----------------------------------- Jack H. Brown Chairman, President, and Chief Executive Officer (Principal Executive Officer) August 13, 2002 /s/ Phillip J. Smith - ----------------------------------- Phillip J. Smith Senior Vice President, and Chief Financial Officer (Principal Financial Officer) August 13, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1



               STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
                         AND PRINCIPAL FINANCIAL OFFICER
       REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS


I, Jack H. Brown, state and attest that:

    (1) To the best of my knowledge, based upon a review of the covered reports
        of Stater Bros. Holdings Inc., and, except as corrected or supplemented
        in a subsequent covered report:

        -      no covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report (or in
               the case of a report on Form 8-K or definitive proxy materials,
               as of the date on which it was filed); and

        -      no covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials, as of the date
               on which it was filed).

    (2) I have reviewed the contents of this statement with the Company's audit
        committee.

    (3) In this statement under oath, each of the following, if filed on or
        before the date of this statement, is a "covered report":

        -      Annual Report on Form 10-K for the fiscal year ended September
               30, 2001 of Stater Bros. Holdings Inc.

        -      all reports on Form 10-Q, all reports on Form 8-K and all
               definitive proxy materials of Stater Bros. Holdings Inc. filed
               with the Commission subsequent to the filing of the Form 10-K
               identified above; and

        -      any amendments to any of the foregoing.


/s/     Jack H. Brown
- ------------------------------
Jack H. Brown
Chairman, President, and
Chief Executive Officer
(Principal Executive Officer)
August 13, 2002


State of California                          Subscribed and sworn to
County of San Bernardino                     before me this 13th day of
                                             August 2002.

                                             /s/   Marilyn Ryan
                                             -----------------------------------
                                             Notary Public

                                             My commission expires:

                                             November 2, 2003
                                             -----------------------------------

EX-99.2

                                                                    EXHIBIT 99.2



               STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
                         AND PRINCIPAL FINANCIAL OFFICER
       REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS


I, Phillip J. Smith, state and attest that:

    (1) To the best of my knowledge, based upon a review of the covered reports
        of Stater Bros. Holdings Inc., and, except as corrected or supplemented
        in a subsequent covered report:

        -      no covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report (or in
               the case of a report on Form 8-K or definitive proxy materials,
               as of the date on which it was filed); and

        -      no covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials, as of the date
               on which it was filed).

    (2) I have reviewed the contents of this statement with the Company's audit
        committee.

    (3) In this statement under oath, each of the following, if filed on or
        before the date of this statement, is a "covered report":

        -      Annual Report Form 10-K for the fiscal year ended September 30,
               2001 of Stater Bros. Holdings Inc.

        -      all reports on Form 10-Q, all reports on Form 8-K and all
               definitive proxy materials of Stater Bros. Holdings Inc. filed
               with the Commission subsequent to the filing of the Form 10-K
               identified above; and

        -      any amendments to any of the foregoing.


/s/     Phillip J. Smith
- ---------------------------
Phillip J. Smith
Senior Vice President, and
Chief Financial Officer
(Principal Financial Officer)
August 13, 2002

State of California                          Subscribed and sworn to
County of San Bernardino                     before me this 13th day of
                                             August 2002.

                                             /s/   Marilyn Ryan
                                             -----------------------------------
                                             Notary Public

                                             My commission expires:

                                             November 2, 2003
                                             -----------------------------------

EX-99.3

                                                                    EXHIBIT 99.3



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Each of the undersigned hereby certifies, in his capacity as an officer of
Stater Bros. Holdings Inc. (the "Company"), for purposes of 18 U.S.C. Section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that
to his knowledge:

    -   the Quarterly Report of the Company on Form 10-Q for the period ended
        June 30, 2002 fully complies with the requirements of Section 13(a) or
        15(b) of the Securities Exchange Act of 1934; and

    -   the information contained in the Form 10-Q fairly presents, in all
        material respects, the financial condition and results of operation of
        the Company.



Dated:  August 13, 2002



/s/     Jack H. Brown
- -----------------------------------
Jack H. Brown
Chairman, President, and
Chief Executive Officer
(Principal Executive Officer)
August 13, 2002


/s/     Phillip J. Smith
- -----------------------------------
Phillip J. Smith
Senior Vice President, and
Chief Financial Officer
(Principal Financial Officer)
August 13, 2002