<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

  [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                  For the quarterly period ended March 25, 2001

                                       OR

  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

                              EXCHANGE ACT OF 1934

                      For the transition from ____ to ____

                        Commission file number 001-13222

                           STATER BROS. HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

                      Delaware                              33-0350671
                      --------                              ----------
          (State or other jurisdiction of                (I.R.S. Employer
           incorporation or organization)               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
                                                           --------------

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report.)

        Indicate by check mark whether the registrant (1) has filed all reports
        required to be filed by Section 13 or 15(d) of the Securities Exchange
        Act of 1934 during the preceding 12 months (or for such shorter period
        that the registrant was required to file such reports), and (2) has been
        subject to such filing requirements for the past 90 days. YES X   NO.
                                                                     ---     ---

             As of April 26, 2001, there were issued and outstanding
             50,000 shares of the registrant's Class A Common Stock.

<PAGE>   2


                           STATER BROS. HOLDINGS INC.
                                 MARCH 25, 2001


                                      INDEX

<TABLE>
<CAPTION>
                                                                                   PAGE
                                                                                   ----
<S>      <C>                                                                       <C>
PART I   FINANCIAL INFORMATION (UNAUDITED)

ITEM 1.  FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEETS (UNAUDITED) AS OF SEPTEMBER 24, 2000
           AND MARCH 25, 2001                                                         3

         CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE 26 WEEKS ENDED
           MARCH 26, 2000 AND MARCH 25, 2001                                          5

         CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE 13 WEEKS ENDED
           MARCH 26, 2000 AND MARCH 25, 2001                                          6

         CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE 26 WEEKS ENDED
           MARCH 26, 2000 AND MARCH 25, 2001                                          7

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)                       8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS                                       10

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                   16

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                           17

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                                   17

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                             17

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                         17

ITEM 5.  OTHER INFORMATION                                                           17

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                            17

SIGNATURES                                                                           18
</TABLE>



                                       2
<PAGE>   3


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           STATER BROS. HOLDINGS INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                 (In thousands)

                                     ASSETS

<TABLE>
<CAPTION>
                                                       SEPT. 24,     MAR. 25,
                                                         2000          2001
                                                       ---------     --------
<S>                                                    <C>           <C>
Current assets
   Cash and cash equivalents .......................   $ 62,631      $ 66,119
   Lease guarantee escrow ..........................     13,180            --
   Receivables .....................................     28,181        31,288
   Income tax receivables ..........................        263            --
   Inventories .....................................    165,332       163,741
   Prepaid expenses ................................      5,337         8,982
   Deferred income taxes ...........................     10,776        10,776
   Properties held for sale ........................      3,863         3,852
                                                       --------      --------

Total current assets ...............................    289,563       284,758

Investment in unconsolidated affiliate .............     11,082        12,040

Property and equipment
   Land ............................................     47,574        47,574
   Buildings and improvements ......................    169,584       176,691
   Store fixtures and equipment ....................    172,465       181,801
   Property subject to capital leases ..............     25,261        24,424
                                                       --------      --------
                                                        414,884       430,490

   Less accumulated depreciation and amortization ..    144,370       156,040
                                                       --------      --------
                                                        270,514       274,450

Deferred income taxes ..............................      3,676         1,469
Deferred debt issuance costs, net ..................     14,569        13,329
Other assets .......................................      5,884         6,349
                                                       --------      --------
                                                         24,129        21,147

Total assets .......................................   $595,288      $592,395
                                                       ========      ========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


                                       3
<PAGE>   4


                           STATER BROS. HOLDINGS INC.
                     CONSOLIDATED BALANCE SHEETS (Continued)
                                   (Unaudited)
                      (In thousands, except share amounts)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                        SEPT. 24,       MAR. 25,
                                                                          2000            2001
                                                                        ---------       ---------
<S>                                                                     <C>             <C>
Current liabilities
   Accounts payable ..............................................      $ 100,777       $  96,511
   Accrued payroll and related expenses ..........................         35,385          39,000
   Other accrued liabilities .....................................         34,637          35,444
   Current portion of capital lease obligations and long-term debt          6,994           1,706
                                                                        ---------       ---------

Total current liabilities ........................................        177,793         172,661

Long-term debt, less current portion .............................        439,000         439,000
Capital lease obligations, less current portion ..................         13,679          12,771
Long-term portion of self-insurance and other reserves ...........          9,875           9,875
Other long-term liabilities ......................................          4,195           4,160
                                                                        ---------       ---------

Total liabilities ................................................        644,542         638,467

Stockholders' equity (deficit)
   Common Stock, $.01 par value:
      Authorized shares - 100,000
      Issued and outstanding shares - 0 ..........................             --              --
   Class A Common Stock, $.01 par value:
      Authorized shares - 100,000
      Issued and outstanding shares - 50,000 .....................              1               1
   Additional paid-in capital ....................................         12,715          12,715
   Retained earnings (deficit) ...................................        (61,970)        (58,788)
                                                                        ---------       ---------

Total stockholders' equity (deficit) .............................        (49,254)        (46,072)
                                                                        ---------       ---------

Total liabilities and stockholders' equity (deficit) .............      $ 595,288       $ 592,395
                                                                        =========       =========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>   5


                           STATER BROS. HOLDINGS INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
               (In thousands, except per share and share amounts)


<TABLE>
<CAPTION>
                                                             26 Weeks Ended
                                                      -----------------------------
                                                       MAR. 26,          MAR. 25,
                                                         2000              2001
                                                      -----------       -----------
<S>                                                   <C>               <C>
Sales .............................................   $ 1,204,454       $ 1,237,154
Cost of goods sold ................................       911,941           923,592
                                                      -----------       -----------
Gross profit ......................................       292,513           313,562

Operating expenses:
   Selling, general and administrative expenses ...       266,067           271,542
   Depreciation and amortization ..................        12,331            13,908
   Acquisition integration expenses ...............         4,594                --
                                                      -----------       -----------
Total operating expenses ..........................       282,992           285,450
                                                      -----------       -----------

Operating profit ..................................         9,521            28,112

Interest income ...................................         1,705             1,904
Interest expense ..................................       (27,130)          (25,659)
Equity in earnings from unconsolidated affiliate ..           480               958
Other income (loss) - net .........................            (1)               79
                                                      -----------       -----------

Income (loss) before income taxes (benefit) .......       (15,425)            5,394
Income taxes (benefit) ............................        (6,324)            2,212
                                                      -----------       -----------

Net income (loss) .................................   $    (9,101)      $     3,182
                                                      ===========       ===========

Earnings (loss) per share .........................   $   (182.02)      $     63.64
                                                      ===========       ===========

Average common shares outstanding .................        50,000            50,000
                                                      ===========       ===========

Shares outstanding at end of period ...............        50,000            50,000
                                                      ===========       ===========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


                                       5
<PAGE>   6


                           STATER BROS. HOLDINGS INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
               (In thousands, except per share and share amounts)


<TABLE>
<CAPTION>
                                                            13 Weeks Ended
                                                      -------------------------
                                                      MAR. 26,        MAR. 25,
                                                        2000            2001
                                                      ---------       ---------
<S>                                                   <C>             <C>
Sales .............................................   $ 607,286       $ 612,305
Cost of goods sold ................................     470,595         456,635
                                                      ---------       ---------
Gross profit ......................................     136,691         155,670

Operating expenses:
   Selling, general and administrative expenses ...     132,504         135,010
   Depreciation and amortization ..................       6,317           6,980
   Acquisition integration expenses ...............       3,926              --
                                                      ---------       ---------
Total operating expenses ..........................     142,747         141,990
                                                      ---------       ---------

Operating profit (loss) ...........................      (6,056)         13,680

Interest income ...................................         710             924
Interest expense ..................................     (13,559)        (12,771)
Equity in earnings from unconsolidated affiliate ..         341             476
Other income (loss) - net .........................          --              (4)
                                                      ---------       ---------

Income (loss) before income taxes (benefit) .......     (18,564)          2,305
Income taxes (benefit) ............................      (7,611)            945
                                                      ---------       ---------

Net income (loss) .................................   $ (10,953)      $   1,360
                                                      =========       =========

Earnings (loss) per share .........................   $ (219.06)      $   27.20
                                                      =========       =========

Average common shares outstanding .................      50,000          50,000
                                                      =========       =========

Shares outstanding at end of period ...............      50,000          50,000
                                                      =========       =========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


                                       6
<PAGE>   7


                           STATER BROS. HOLDINGS INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                             26 Weeks Ended
                                                                         --------       --------
                                                                         MAR. 26,       MAR. 25,
                                                                           2000           2001
                                                                         --------       --------
<S>                                                                      <C>            <C>
OPERATING ACTIVITIES:
Net income (loss) ....................................................   $ (9,101)      $  3,182
Adjustments to reconcile net income (loss) to net cash provided
 by (used in) operating activities:
   Depreciation and amortization .....................................     12,331         13,908
   Provision for deferred income taxes ...............................         --          2,207
   (Gain) loss on disposals of assets ................................          2            (79)
   Net undistributed gain in investment in unconsolidated affiliate ..       (480)          (958)
   Changes in operating assets and liabilities:
     Decrease in lease guarantee escrow ..............................         --         13,180
     Increase in receivables .........................................     (4,157)        (3,107)
     Decrease in income tax receivables ..............................         --            263
     (Increase) decrease in inventories ..............................    (16,014)         1,591
     Increase in prepaid expenses ....................................     (4,444)        (3,645)
     (Increase) decrease in other assets .............................     (1,616)           765
     Decrease in accounts payable ....................................     (4,880)        (4,266)
     Increase in accrued liabilities and long-term
       portion of self-insurance reserves ............................        394          4,387
                                                                         --------       --------

Net cash provided by (used in) operating activities ..................    (27,965)        27,428
                                                                         --------       --------

INVESTING ACTIVITIES:
Purchase of property and equipment ...................................    (28,729)       (17,967)
Proceeds from sale of property and equipment and properties
  held for sale ......................................................         --            223
                                                                         --------       --------

Net cash used in investing activities ................................    (28,729)       (17,744)
                                                                         --------       --------

FINANCING ACTIVITIES:
Principal payments on long-term debt .................................         --         (5,048)
Principal payments on capital lease obligations ......................       (963)        (1,148)
                                                                         --------       --------

Net cash used in financing activities ................................       (963)        (6,196)
                                                                         --------       --------

Net increase (decrease) in cash and cash equivalents .................    (57,657)         3,488
Cash and cash equivalents at beginning of period .....................     93,352         62,631
                                                                         --------       --------

Cash and cash equivalents at end of period ...........................   $ 35,695       $ 66,119
                                                                         ========       ========

Interest paid ........................................................   $ 27,055       $ 25,107
Income taxes paid ....................................................   $     --       $      5
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


                                       7
<PAGE>   8


                           STATER BROS. HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 MARCH 25, 2001


NOTE 1 - BASIS OF PRESENTATION

    In the opinion of management, the accompanying unaudited consolidated
financial statements contain all normal recurring adjustments necessary to
present fairly the financial position of Stater Bros. Holdings Inc. (the
"Company") and its subsidiaries as of September 24, 2000 and March 25, 2001 and
the results of its operations and cash flows for the twenty-six weeks ended
March 26, 2000 and March 25, 2001. These consolidated financial statements
should be read in conjunction with the audited financial statements and notes
thereto included in the Company's latest annual report filed on Form 10-K. The
operating results for the twenty-six weeks ended March 25, 2001 are not
necessarily indicative of the results of operations for a full year.

NOTE 2 - INCOME TAXES

     The provision for income taxes for the twenty-six weeks ended March 26,
2000 and March 25, 2001 consists of the following:

<TABLE>
<CAPTION>
                                                   26 Weeks Ended
                                           ------------------------------
                                           Mar. 26, 2000     Mar. 25, 2001
                                           -------------     -------------
                                                   (In thousands)
<S>                                           <C>               <C>
      Federal income taxes (benefit) ..       $(4,960)          $1,735
      State income taxes (benefit) ....        (1,364)             477
                                              -------           ------
                                              $(6,324)          $2,212
                                              =======           ======
</TABLE>

NOTE 3 - UNCONSOLIDATED AFFILIATE

    The Company owns 50% of Santee Dairies LLC. Through its wholly-owned
subsidiary, Santee Dairies, Inc. ("Santee"), it operates a fluid milk processing
plant located in City of Industry, California, and the Company is not the
controlling stockholder. Accordingly, the Company accounts for its investment in
Santee Dairies LLC using the equity method of accounting and recognized income
of $480,000 and $958,000 for the twenty-six weeks ended March 26, 2000 and March
25, 2001, respectively. The Company is a significant customer of Santee, which
supplies the Company with a substantial portion of its fluid milk and dairy
products.

Summary of unaudited financial information for Santee Dairies LLC is as follows:

<TABLE>
<CAPTION>
                                             26 Weeks Ended
                                     ------------------------------
                                     Mar. 26, 2000    Mar. 25, 2001
                                     -------------    -------------
                                             (In thousands)
<S>                                    <C>               <C>
      Current assets ...........       $ 14,614          $19,216
      Non-current assets .......        103,182           97,328
      Current liabilities ......         22,404           23,148
      Non-current liabilities ..         75,356           69,316
      Shareholder's equity .....         20,036           24,080

      Sales ....................         89,272           93,529
      Gross profit .............         13,976           14,556
      Net income ...............       $    838          $ 1,916
</TABLE>


                                       8
<PAGE>   9


                           STATER BROS. HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 MARCH 25, 2001


NOTE 4 - USE OF ESTIMATES

    The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that effect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.





                                       9
<PAGE>   10


                           STATER BROS. HOLDINGS INC.
                                 MARCH 25, 2001


PART I - FINANCIAL INFORMATION (CONTD.)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

        OWNERSHIP OF THE COMPANY

        La Cadena Investments is the sole shareholder of the Company and holds
        all of the shares of the Company's Class A Common Stock which are
        entitled to 1.1 votes per share. La Cadena Investments is a California
        General Partnership whose partners include Jack H. Brown, Chairman of
        the Board, President and Chief Executive Officer of the Company and two
        other members of senior management of the Company. Jack H. Brown has a
        majority interest in La Cadena and is the managing general partner with
        the power to vote the shares of the Company held by La Cadena.

        ACQUISITION

        On May 7, 1999, Stater Bros. entered into an agreement with Albertson's,
        Inc. ("Albertson's") to purchase 43 supermarkets and one future store
        site in Stater Bros.' existing and contiguous market areas. The stores
        were formerly operated by Albertson's or Lucky Stores and were divested
        in connection with the merger of Albertson's and American Store Company,
        the parent of Lucky Stores. The purchase price was $94.4 million for
        land, buildings and equipment, $39.6 million for inventories on hand at
        closing, and the assumption of $13.3 million of capitalized lease
        obligations. The supermarkets were acquired sequentially over a
        twenty-four day period, which began on August 9, 1999. Each acquired
        store was reopened under the Stater Bros. name within two days of its
        acquisition and was fully integrated into the Stater Bros. operating
        systems.

        LEASE GUARANTEE ESCROW

        As of September 24, 2000, a portion of the Company's lease obligations
        were guaranteed by Petrolane Incorporated ("Petrolane") or its
        successor. The leases guaranteed by Petrolane had initial terms of 20
        years and expired in 2003. Lease payments for the properties subject to
        the Petrolane guarantees were approximately $10.0 million per year.
        Under the terms of the agreement related to the Company's acquisition of
        Stater Bros. Markets from Petrolane in 1983, as amended in 1985, Stater
        Bros. Markets was required to make annual deposits into a lease
        guarantee escrow account. In addition, 10 shares of Stater Bros. Markets
        $11.00 Cumulative Redeemable Preferred Stock due 2003 were held by
        Petrolane in connection with the lease guarantees.

        During the first quarter of fiscal 2001, Stater Bros. Markets redeemed
        all 10 outstanding shares of its $11.00 Cumulative Redeemable Preferred
        Stock due 2003 from Texas Eastern Corporation, Petrolane's assignee of
        such preferred stock. The Petrolane lease guarantees were terminated in
        exchange for a $400,000 fee and a letter of credit was issued in favor
        of Texas Eastern to secure a portion of the remaining lease payments
        through 2003. As part of these transactions, the lease guarantee escrow
        account was terminated and the $13.2 million in such account was
        released to Stater Bros. Markets. All of the store leases that had been
        guaranteed by Petrolane were extended for an additional five years
        following expiration of their respective initial terms in 2003.


                                       10
<PAGE>   11

                           STATER BROS. HOLDINGS INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


        RESULTS OF OPERATIONS

        The following table sets forth certain income statement components
        expressed as a percent of sales for the thirteen and twenty-six weeks
        ended March 25, 2001 and March 26, 2000.

<TABLE>
<CAPTION>
                                                     Thirteen Weeks            Twenty-Six Weeks
                                                   -------------------       --------------------
                                                    2001         2000         2001         2000
                                                   ------       ------       ------       ------
<S>                                                <C>          <C>          <C>          <C>
        Sales                                      100.00%      100.00%      100.00%      100.00%
        Gross profit                                25.42        22.51        25.34        24.29
        Operating expenses:
           Selling, general and
               administrative expense               22.05        21.82        21.95        22.09
           Depreciation and amortization             1.14         1.04         1.12         1.02
           Acquisition integration expenses            --          .65           --          .39
        Operating profit (loss)                      2.23        (1.00)        2.27          .79
        Interest income                               .15          .12          .15          .14
        Interest expense                            (2.09)       (2.23)       (2.07)       (2.25)
        Equity in unconsolidated affiliate            .08          .06          .08          .04
        Other income (loss) - (net)                    --           --          .01           --
        Net income (loss) before
             income taxes (benefit)                   .37%       (3.05)%        .44%       (1.28)%
</TABLE>

        Total sales for the thirteen weeks ended March 25, 2001, the second
        quarter of fiscal 2001, increased 0.8% and amounted to $612.3 million
        compared to $607.3 million for the same period in the prior year. Total
        sales for the twenty-six weeks ended March 25, 2001, increased 2.7% and
        amounted to $1.237 billion compared to $1.204 billion for the same
        period in the prior year. The increase in total sales in the second
        quarter of fiscal 2001 and fiscal year to date of 2001 was due primarily
        to favorable customer response to the Company's marketing plan, which
        emphasizes high quality, large product selections and customer service.

        Like store sales increased 0.8% and 2.7% for the thirteen week and
        twenty-six week periods ended March 25, 2001, respectively. The timing
        of the Christmas holiday makes sales comparisons between quarters
        difficult. Christmas day, which is the only day the stores are closed,
        fell in the second quarter this year, but was in the first quarter last
        year. Therefore, the only valid comparison would be on a year to date
        basis. The Company operated 155 supermarkets at March 25, 2001 and March
        26, 2000.

        Gross profit for the thirteen weeks ended March 25, 2001, amounted to
        $155.7 million or 25.42% of sales compared to $136.7 million or 22.51%
        of sales in the same period of the prior year. The increase in gross
        profit, as a percentage of sales, in the second quarter of 2001 was due
        to a return to the normal operations after an aggressive marketing
        program was implemented, during the second quarter fiscal 2000, in
        conjunction with the Company's grand reopening of service meat and
        expanded produce departments in most of the newly acquired supermarkets.
        Gross profit for the twenty-six weeks ended March 25, 2001, amounted to
        $313.6 million or 25.34% of sales compared to $292.5 million or 24.29%
        of sales in the same period of the prior year. The increase in the
        fiscal year to date of 2001 gross profit, as a percent of sales, was due
        to several factors including the continued expanded selections of
        perishable products, an emphasis on private label brand products and the
        Company's general merchandise expansion program.


                                       11
<PAGE>   12
                           STATER BROS. HOLDINGS INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


        Operating expenses include selling, general and administrative expenses,
        depreciation and amortization, and acquisition integration expenses. For
        the thirteen weeks ended March 25, 2001, selling, general and
        administrative expenses amounted to $135.0 million or 22.05% of sales
        compared to $132.5 million or 21.82% of sales for the thirteen weeks
        ended March 26, 2000. For the twenty-six weeks ended March 25, 2001,
        selling, general and administrative expenses amounted to $271.5 million
        or 21.95% of sales compared to $266.1 million or 22.09% of sales for the
        twenty-six weeks ended March 26, 2000. The increase in selling, general
        and administrative expenses as a percentage of sales during the quarter
        reflects the effect of increased utility costs implemented within the
        state of California in January 2001. The Company believes it has taken
        actions to minimize the effects of these increases in the future;
        however, the full financial impact of current and future increases in
        utility costs cannot be determined and may be significant.

        Depreciation and amortization expenses amounted to $7.0 million and
        $13.9 million for the second quarter and year to date periods ended
        March 25, 2001, respectively. Depreciation and amortization expenses
        amounted to $6.3 million and $12.3 million for the quarter and year to
        date periods of the prior year. The increase in depreciation and
        amortization expense in fiscal 2001 was primarily due to the increase in
        fixed assets, much of which was related to the remodels of the newly
        acquired stores.

        Acquisition integration expenses amounted to $3.9 million and $4.6
        million for the quarter and fiscal year to date period ended March 26,
        2000 and were related to the acquisition of the 43 supermarkets. There
        were no acquisition integration expenses for the quarter or fiscal year
        to date period ended March 25, 2001. Acquisition integration expenses
        consisted of salaries and wages and non-recurring advertising expenses
        incurred during the integration of the supermarkets and the grand
        re-openings of service meat departments in most of the acquired
        supermarkets.

        Operating profit for the second quarter of 2001 amounted to $13.7
        million or 2.23% of sales compared to an operating loss of $6.1 million
        or 1.00% of sales for the second quarter of 2000. Operating profit for
        the fiscal year to date of 2001 amounted to $28.1 million or 2.27% of
        sales compared to an operating profit of $9.5 million or 0.79% of sales
        for the fiscal year to date of 2000.

        Interest expense amounted to $12.8 million for the second quarter of
        2001 compared to $13.6 million for the second quarter of 2000. For the
        fiscal year to date of 2001 and 2000, interest expense amounted to $25.7
        million and $27.1 million, respectively. The decrease in interest
        expense was primarily due to the redemption (in the third quarter of
        fiscal 2000) of $11 million of the 10.75% Senior Notes due 2006, the
        maturity and redemption of the remaining $5 million of the 11.00% Notes
        (in the second quarter of fiscal 2001) and the capitalization of
        interest expense attributed to the construction of a replacement store.

        The Company's equity in earnings from unconsolidated affiliate, amounted
        to $476,000 for the second quarter of fiscal 2001 compared to $341,000
        in the second quarter of the prior year. For the fiscal year to date
        periods of 2001 and 2000, the Company's equity in earnings from
        unconsolidated affiliate amounted to $958,000 and $480,000,
        respectively.

        Results before income taxes amounted to income of $2.3 million and a
        loss of $18.6 million for the second quarter of 2001 and 2000,
        respectively. Results before income taxes amounted to income of $5.4
        million and a loss of $15.4 million for the twenty-


                                       12
<PAGE>   13

                           STATER BROS. HOLDINGS INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


        six weeks year to date periods of 2001 and 2000, respectively.

        Net income for the second quarter amounted to $1.4 million and a net
        loss of $11.0 million for 2001 and 2000, respectively. Net income for
        the fiscal year to date periods amounted to $3.2 million and a net loss
        of $9.1 million for 2001 and 2000, respectively.

        LIQUIDITY AND CAPITAL RESOURCES

        The Company historically has funded its daily cash flow requirements
        through funds provided by operations and through borrowings from
        short-term revolving credit facilities. The Company's credit agreement
        became effective August 6, 1999 and expires in August 2002, and consists
        of a revolving loan facility for working capital of $50.0 million, all
        of which was available at March 25, 2001, and a letter of credit
        facility with a maximum availability of $25.0 million, of which $8.2
        million was available at March 25, 2001. The letter of credit facility
        is maintained pursuant to the Company's workers' compensation and
        general liability self-insurance requirements.

        Working capital amounted to $112.1 million at March 25, 2001 and $111.8
        million at September 24, 2000, and the Company's current ratios were
        1.65:1, and 1.63:1, respectively. Fluctuations in working capital and
        current ratios are not unusual in the industry.

        The net cash provided by operating activities in the twenty-six weeks
        ended March 25, 2001 amounted to $27.4 million compared to net cash used
        in operating activities of $28.0 million for the twenty-six weeks ended
        March 26, 2000. Fluctuations in net cash provided by or used in
        operating activities are not unusual in the industry. Cash provided by
        operating activities in fiscal 2001 of $27.4 million consisted of an
        increase in prepaid expenses of $3.6 million, an increase in accounts
        receivable of $3.1 million, a decrease in accounts payable of $4.3
        million, an increase in accrued liabilities and long-term portion of
        self-insurance reserves of $4.4 million and a decrease in lease
        guarantee escrow of $13.2 million.

        Net cash used in investing activities for the twenty-six weeks ended
        March 25, 2001, amounted to $17.7 million compared to $28.7 million for
        the twenty-six weeks ended March 26, 2000. The difference in net cash
        used in investing activities between the comparable periods is due to
        the Company's capital expenditures during such periods, net of proceeds
        from asset dispositions. Capital expenditures amounted to $18.0 million
        in the fiscal year to date of 2001 compared to $28.7 million in the
        fiscal year to date of 2000. The higher level of capital expenditures in
        the prior year was due primarily to additional remodeling expenditures
        in the 43 acquired supermarkets.

        Net cash used by financing activities amounted to $6.2 million and
        $963,000 for the twenty-six weeks ended March 25, 2001 and March 26,
        2000, respectively, and consisted of payments on the Company's
        capitalized lease obligations and principal payments on long-term debt.

        THE CREDIT FACILITIES

        Stater Bros.' principal operating subsidiary, Stater Bros. Markets,
        signed a credit facility with Bank of America N.A. on August 6, 1999.
        The credit facility provides for (i) a $50.0 million three-year
        revolving loan facility and (ii) a $25.0 million three-year letter of
        credit facility. Borrowings under the revolving loan facility are
        unsecured and expected to be used for certain working capital and
        corporate purposes. Letters of credit under the letter of credit
        facility are expected to be used to support the purchase


                                       13
<PAGE>   14

                           STATER BROS. HOLDINGS INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


        of inventory, obligations incurred in connection with the construction
        of stores, workmen's compensation insurance obligations and security for
        current rent obligations. The availability of the loans and letters of
        credit are subject to certain sub-limits and other borrowing
        restrictions.

        Indebtedness of Stater Bros. Markets under the credit facility is
        guaranteed by Stater Bros. Development, Inc., a subsidiary of the
        Company, and any subsidiaries that Stater Bros. Markets or Stater Bros.
        Development, Inc. acquires or forms after the date of the new credit
        facility.

        Loans under the credit facility bear interest at a rate based upon
        either (i) the "Base Rate" (defined as the higher of (a) the rate of
        interest publicly announced by Bank of America as its "reference rate"
        or (b) the federal funds effective rate from time to time plus 0.50%),
        plus 1.00%, or (ii) the "Offshore Rate" (defined as the rate (adjusted
        for statutory reserve requirements for eurocurrency liabilities) at
        which eurodollar deposits for one, two, three or six months (as selected
        by Stater Bros. Markets) are offered to Bank of America in the
        inter-bank eurodollar market), plus 2.25%. The revolving loan facility
        will cease to be available and will be payable in full on August 6,
        2002. Letters under the credit facility can be issued until August 6,
        2002 and all letters of credit must expire no later than August 6, 2003.
        The loans under the revolving loan facility must be repaid for a period
        of ten consecutive days semi-annually.

        Loans under the revolving loan facility may be repaid and re-borrowed.
        The loans under the revolving loan facility may be prepaid at any time
        without penalty, subject to certain minimums and payment of any breakage
        and re-deployment costs in the case of loans based on the offshore rate.
        The commitments under the credit facility may be reduced by Stater Bros.
        Markets. Stater Bros. Markets will be required to pay a commitment fee
        equal to 0.25% per annum on the actual daily unused portion of the
        revolving loan facility and the letter of credit facility, payable
        quarterly in arrears. For purposes of that fee, commercial letters of
        credit will not constitute outstanding standby letters of credit issued
        under the letter of credit facility equal to 1.25% per annum on the face
        amount of such letters of credit, and will be required to pay standard
        fees charged by Bank of America with respect to the issuance,
        negotiation, and amendment of commercial letter of credit issued under
        the letter of credit facility.

        Availability of the loans and letters of credit facility is subject to a
        monthly borrowing test based on inventory. The credit facility requires
        Stater Bros. Markets to meet certain financial tests, including minimum
        net worth and minimum EBITDA tests. The credit facility contains
        covenants which, among other things, will limit indebtedness, liens,
        guarantee obligations, mergers, consolidations, liquidations and
        dissolutions, asset sales, leases, investments, loans and advances,
        transactions with affiliates, sale and leasebacks, other matters
        customarily restricted in such agreements and modifications to the
        holding company status of Stater Bros.

        The credit facility also contains covenants that apply to Stater Bros.
        Holdings Inc., and Stater Bros. Holdings Inc. is a party to the credit
        facility for purposes of these covenants. These covenants, among other
        things, limit dividends and other payments in respect of Stater Bros.
        Holdings Inc.'s capital stock, prepayments and redemptions of the
        exchange notes and other debt, and limit indebtedness, investments,
        loans and advances by Stater Bros. Holdings Inc. The credit facility
        requires Stater Bros. Holdings Inc. and Stater Bros. Markets to comply
        with certain covenants intended to ensure that their legal identities
        remain separate.


                                       14
<PAGE>   15
                           STATER BROS. HOLDINGS INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


        The credit facility contains customary events of default, including
        payment defaults; material inaccuracies in representations and
        warranties; covenant defaults; cross-defaults to certain other
        indebtedness; certain bankruptcy events; certain ERISA events; judgment;
        defaults; invalidity of any guaranty; failure of Jack H. Brown to be
        Chairman of the Board and Chief Executive Officer of Stater Bros.
        Markets; and change of control.

        As of March 25, 2001, for purposes of the credit facility with Bank of
        America, Stater Bros. Markets was in compliance with all restrictive
        covenants and exceeded the minimum net worth covenant by approximately
        $95.9 million and exceeded minimum inventory coverage by approximately
        $56.8 million. The minimum EBITDA (as defined) covenant measurement
        period begins (as amended) in the quarter ending June 25, 2000, and
        requires an annualized minimum EBITDA of $75.0 million. As of March 25,
        2001, Stater Bros. Markets exceeded minimum annualized EBITDA by
        approximately $12.7 million.

        The Company was in compliance with all restrictive covenants for the
        purpose of the credit facility with Bank of America.

        LABOR RELATIONS

        The Company and other major supermarket employers in Southern California
        negotiated a four-year contract, beginning October 1999, with the United
        Food and Commercial Workers Union. The Company's collective bargaining
        agreement with the International Brotherhood of Teamsters was renewed in
        1998 and expires in September 2002. Management believes it has good
        relations with its employees.

        EFFECT OF INFLATION AND COMPETITION

        The Company's performance is affected by inflation. In recent years the
        impact of inflation on the operations of the Company has been moderate.
        As inflation has increased expenses, the Company has recovered, to the
        extent permitted by competition, the increase in expenses by increasing
        prices over time. However, the economic and competitive environment in
        Southern California continues to challenge the Company to become more
        cost efficient as its ability to recover increases in expenses through
        price increases is diminished. The future results of operations of the
        Company will depend upon the ability of the Company to adapt to the
        current economic environment as well as the current competitive
        conditions.

        The Company conducts business in one industry segment, the operation of
        retail food supermarkets, which offer for sale to the public most
        merchandise typically found in supermarkets. The supermarket industry is
        highly competitive and is characterized by low profit margins. The
        Company's primary competitors include Vons, Albertson's, Ralphs and a
        number of independent supermarket operators. Competitive factors
        typically include the price, quality and selection of products offered
        for sale, customer service, and the convenience and location of retail
        facilities. The Company monitors competitive activity and Senior
        Management regularly reviews the Company's marketing and business
        strategy and periodically adjusts them to adapt to changes in the
        Company's primary trading area.

        CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR PROVISIONS" OF THE
        PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

        The Private Securities Litigation Reform Act of 1995 provides a "safe
        harbor" for forward-looking statements. Certain information contained in
        the Company's filings


                                       15
<PAGE>   16

                           STATER BROS. HOLDINGS INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


        with the Securities and Exchange Commission (as well as information
        included in oral statements or other written statements made or to be
        made by the Company) includes statements that are forward-looking, such
        as statements relating to plans for future activities. Such
        forward-looking information involves important risks and uncertainties
        that could significantly affect results in the future and, accordingly,
        such results may differ from those expressed in any forward-looking
        statements made by or on behalf of the Company. These risks and
        uncertainties include, but are not limited to, those relating to
        domestic economic conditions, seasonal and weather fluctuations,
        expansion and other activities of competitors, changes in federal or
        state laws and the administration of such laws and the general condition
        of the economy.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        Not Applicable.





                                       16
<PAGE>   17
                           STATER BROS. HOLDINGS INC.
                                 MARCH 25, 2001

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        Various legal actions and claims are pending against the Company in the
        ordinary course of business. In the opinion of management and its
        general legal counsel, the ultimate resolution of such pending legal
        actions and claims will not have a material adverse effect on the
        Company's consolidated financial position or its results of
        operations.

        For a description of legal proceedings, please refer to the footnote
        entitled "Legal Proceedings" contained in the Notes to Consolidated
        Financial Statements section of the Company's Form 10-K for the fiscal
        year ended September 24, 2000.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None

ITEM 5. OTHER INFORMATION

        None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

        Exhibits are as follows:

<TABLE>
<CAPTION>
     EXHIBIT NO.      DESCRIPTION
     -----------      -----------
<S>                   <C>
         11           Calculation of Earnings Per Common Share.
</TABLE>

        Copies of Exhibits listed herein can be obtained by writing and
        requesting such Exhibits from: Corporate Secretary, P. O. Box 150,
        Colton, California 92324.

(b)     Reports on Form 8-K

        None




                                       17
<PAGE>   18


STATER BROS. HOLDINGS INC.

Signatures

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


           Date: May 1, 2001                 /s/  Jack H. Brown
                                             ----------------------------------
                                             Jack H. Brown
                                             Chairman of the Board, President,
                                             and Chief Executive Officer

           Date: May 1, 2001                 /s/  Phillip J. Smith
                                             ----------------------------------
                                             Phillip J. Smith
                                             Senior Vice President and Chief
                                             Financial Officer
                                             (Chief Accounting Officer)





                                       18