<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 December 24, 2000

                                       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)


<TABLE>
<S>                                                        <C>
                    Delaware                                   33-0350671
                    --------                                   ----------
(State or other jurisdiction of incorporation or            (I.R.S. Employer
                  organization)                            Identification No.)

                21700 Barton Road
                Colton, California                               92324
                ------------------                               -----
     (Address of principal executive offices)                  (Zip Code)
</TABLE>


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 January 29, 2001, there were issued and outstanding
            50,000 shares of the registrant's Class A Common Stock.


================================================================================


<PAGE>   2
                           STATER BROS. HOLDINGS INC.
                                DECEMBER 24, 2000


                                      INDEX


<TABLE>
<CAPTION>
PART I  FINANCIAL INFORMATION (UNAUDITED)                                         PAGE
------  ---------------------------------                                         ----
<S>                                                                               <C>
ITEM 1. FINANCIAL STATEMENTS

        CONSOLIDATED BALANCE SHEETS (UNAUDITED) AS OF SEPTEMBER 24, 2000
          AND DECEMBER 24, 2000                                                      3

        CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE 13 WEEKS ENDED
          DECEMBER 26, 1999 AND DECEMBER 24, 2000                                    5

        CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE 13 WEEKS ENDED
          DECEMBER 26, 1999 AND DECEMBER 24, 2000                                    6

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)                       7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                                        9

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                   15


PART II OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS                                                           15

ITEM 2. CHANGES IN SECURITIES                                                       15

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                             15

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                         15

ITEM 5. OTHER INFORMATION                                                           15

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                            16


SIGNATURES                                                                          17
</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,       DEC. 24,
                                                             2000            2000
                                                          ----------      ----------
<S>                                                      <C>             <C>
Current Assets
   Cash and cash equivalents .......................      $   62,631      $   72,977
   Lease guarantee escrow ..........................          13,180               -
   Receivables .....................................          28,181          34,363
   Income tax receivables ..........................             263               -
   Inventories .....................................         165,332         174,479
   Prepaid expenses ................................           5,337           7,771
   Deferred income taxes ...........................          10,776          10,776
   Properties held for sale ........................           3,863           3,858
                                                          ----------      ----------

Total current assets ...............................         289,563         304,224

Investment in unconsolidated affiliate .............          11,082          11,564


Property and equipment
   Land ............................................          47,574          47,574
   Buildings and improvements ......................         169,584         173,010
   Store fixtures and equipment ....................         172,465         176,143
   Property subject to capital leases ..............          25,261          24,424
                                                          ----------      ----------
                                                             414,884         421,151


   Less accumulated depreciation and amortization...         144,370         149,560
                                                          ----------      ----------
                                                             270,514         271,591


Deferred income taxes ..............................           3,676           2,411
Deferred debt issuance costs, net ..................          14,569          13,949
Other assets .......................................           5,884           6,473
                                                          ----------      ----------
                                                              24,129          22,833


Total assets .......................................      $  595,288      $  610,212
                                                          ==========      ==========
</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,        DEC. 24,
                                                                              2000             2000
                                                                           ----------       ----------
<S>                                                                        <C>              <C>
Current Liabilities
   Accounts payable .................................................      $  100,777       $  101,762
   Accrued payroll and related expenses .............................          35,385           37,020
   Other accrued liabilities ........................................          34,637           45,758
   Current portion of capital lease obligations and long-term debt...           6,994            6,886
                                                                           ----------       ----------

Total current liabilities ..........................................          177,793          191,426

Long-term debt, less current portion... .............................         439,000          439,000
Capital lease obligations, less current portion .....................          13,679           13,120
Long-term portion of self-insurance and other reserves ..............           9,875            9,875
Other long-term liabilities .........................................           4,195            4,223
                                                                           ----------       ----------

Total liabilities ...................................................         644,542          657,644

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)         (60,148)
                                                                           ----------       ----------

Total stockholders' equity (deficit) ................................         (49,254)         (47,432)
                                                                           ----------       ----------

Total liabilities and stockholders' equity (deficit) ................      $  595,288       $  610,212
                                                                           ==========       ==========
</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>
                                                               13 Weeks Ended
                                                         ---------------------------
                                                          DEC. 26,         DEC. 24,
                                                            1999             2000
                                                         ----------       ----------
<S>                                                      <C>              <C>
Sales .............................................      $  597,168       $  624,849
Cost of goods sold ................................         441,346          466,957
                                                         ----------       ----------
Gross profit ......................................         155,822          157,892

Operating expenses:
   Selling, general and administrative expenses ...         133,563          136,532
   Depreciation and amortization ..................           6,014            6,928
   Acquisition integration expenses ...............             668                -
                                                         ----------       ----------
Total operating expenses ..........................         140,245          143,460
                                                         ----------       ----------

Operating profit ..................................          15,577           14,432

Interest income ...................................             995              980
Interest expense ..................................         (13,571)         (12,888)
Equity in earnings from unconsolidated affiliate...             139              482
Other income (loss) - net .........................              (1)              83
                                                         ----------       ----------

Income before income taxes ........................           3,139            3,089
Income taxes ......................................           1,287            1,267
                                                         ----------       ----------

Net income ........................................      $    1,852       $    1,822
                                                         ==========       ==========

Earnings per share ................................      $    37.04       $    36.44
                                                         ==========       ==========

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 CASH FLOWS
                                   (Unaudited)
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                  13 Weeks Ended
                                                                            ---------------------------
                                                                             DEC. 26,         DEC. 24,
                                                                               1999             2000
                                                                            ----------       ----------
<S>                                                                         <C>              <C>
OPERATING ACTIVITIES:
Net income ...........................................................      $    1,852       $    1,822
Adjustments to reconcile net income to net cash provided by
 (used in) operating activities:
   Depreciation and amortization .....................................           6,014            6,928
   Provision for deferred income taxes ...............................               -            1,265
   (Gain) loss on disposals of assets ................................               2              (83)
   Net undistributed gain in investment in unconsolidated affiliate ..            (139)            (482)
   Changes in operating assets and liabilities:
    Decrease in lease guarantee escrow ...............................               -           13,180
    Increase in receivables ..........................................          (6,959)          (6,182)
    Decrease in income tax receivables ...............................           2,068              263
    Increase in inventories ..........................................         (16,874)          (9,147)
    Increase in prepaid expenses .....................................          (3,549)          (2,439)
    (Increase) decrease in other assets ..............................            (321)              31
    Increase (decrease) in accounts payable ..........................          (7,195)             985
    Increase in accrued liabilities and long-term
     portion of self-insurance reserves ..............................          12,188           12,784
                                                                            ----------       ----------

Net cash provided by (used in) operating activities ..................         (12,913)          18,925
                                                                            ----------       ----------

INVESTING ACTIVITIES:
Purchase of property and equipment ...................................         (13,714)          (8,118)
Proceeds from sale of property and equipment and properties
 held for sale .......................................................               -              206
                                                                            ----------       ----------

Net cash used in investing activities ................................         (13,714)          (7,912)
                                                                            ----------       ----------

FINANCING ACTIVITIES:
Principal payments on capital lease obligations ......................            (477)            (667)
                                                                            ----------       ----------

Net cash used in financing activities ................................            (477)            (667)
                                                                            ----------       ----------

Net increase (decrease) in cash and cash equivalents .................         (27,104)          10,346
Cash and cash equivalents at beginning of period .....................          93,352           62,631
                                                                            ----------       ----------

Cash and cash equivalents at end of period ...........................      $   66,248       $   72,977
                                                                            ==========       ==========

Interest paid ........................................................      $      698       $      626
Income taxes paid ....................................................      $        -       $        2
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


                                       6


<PAGE>   7
                           STATER BROS. HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                DECEMBER 24, 2000


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 December 24, 2000
and the results of its operations and cash flows for the thirteen weeks ended
December 26, 1999 and December 24, 2000. 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 thirteen weeks ended December 24, 2000 are not
necessarily indicative of the results of operations for a full year.

NOTE 2 - INCOME TAXES

        The provision for income taxes for the thirteen weeks ended December 26,
1999 and December 24, 2000 consists of the following:


<TABLE>
<CAPTION>
                               13 Weeks Ended
                        -------------------------------
                        Dec. 26, 1999     Dec. 24, 2000
                        -------------     -------------
                                (In thousands)
<S>                     <C>               <C>
Federal income taxes      $    1,009      $      994
State income taxes               278             273
                          ----------      ----------
                          $    1,287      $    1,267
                          ==========      ==========
</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 $139,000 and $482,000 for the thirteen weeks ended December 26, 1999 and
December 24, 2000, 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>
                                  13 Weeks Ended
                            -----------------------------
                            Dec. 26, 1999   Dec. 24, 2000
                            -------------   -------------
                                   (In thousands)
<S>                         <C>             <C>
Current assets               $   15,115      $   21,107
Non-current assets              105,067          98,848
Current liabilities              24,101          25,953
Non-current liabilities          76,604          70,733
Shareholder's equity             19,477          23,269

Sales                            46,954          47,143
Gross profit                      7,010           7,202
Net income                   $      721      $    1,106
</TABLE>


                                       7


<PAGE>   8
                           STATER BROS. HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                DECEMBER 24, 2000


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.

NOTE 5 - RECLASSIFICATIONS

        Certain amounts in the prior period have been reclassified to conform to
the current period financial statement presentation.


                                       8


<PAGE>   9
                           STATER BROS. HOLDINGS INC.
                                DECEMBER 24, 2000


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 the 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 in 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.


                                       9


<PAGE>   10
                           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 weeks ended December
        26, 1999 and December 24, 2000.


<TABLE>
<CAPTION>
                                                    13 Weeks Ended
                                            --------------------------------
                                            Dec. 26, 1999      Dec. 24, 2000
                                            -------------      -------------
<S>                                         <C>                <C>
Sales                                          100.00%           100.00%
Gross profit                                    26.09             25.27
Operating expenses:
  Selling, general and administrative
  expenses                                      22.36             21.85
  Depreciation and amortization                  1.01              1.11
  Acquisition integration expenses                .11                 -
Operating profit                                 2.61              2.31
Interest income                                   .17               .16
Interest expense                                (2.27)            (2.06)
Equity in unconsolidated affiliate                .02               .08
Other income (loss) - (net)                         -                 -
Income before income taxes                        .53%              .49%
</TABLE>


        Total sales for the thirteen weeks ended December 24, 2000, the first
        quarter of fiscal 2001, increased 4.6% and amounted to $624.8 million
        compared to $597.2 million for the same period in the prior year. The
        increase in total sales in the first quarter of fiscal 2001 was due
        primarily to continued favorable customer response to the Company's
        marketing plan which emphasizes high quality, large product selections
        and customer service, and to the timing of the store closures for the
        Christmas holiday in the current fiscal year. Like store sales increased
        4.6% for the thirteen week period ended December 24, 2000. The Company
        operated 155 supermarkets at December 24, 2000 and December 26, 1999.

        Gross profits for the thirteen weeks ended December 24, 2000, amounted
        to $157.9 million or 25.27% of sales compared to $155.8 million or
        26.09% of sales in the same period of the prior year. The decrease in
        the first quarter of fiscal 2001 gross profits, as a percent of sales,
        was due primarily to higher than normal gross profits in the thirteen
        weeks ended December 26, 1999 related to the accounting for
        pre-acquisition inventory in the newly acquired supermarkets.

        Operating expenses include selling, general and administrative expenses,
        depreciation and amortization, and acquisition integration expenses. For
        the thirteen weeks ended December 24, 2000, selling, general and
        administrative expenses amounted to $136.5 million or 21.85% of sales
        compared to $133.6 million or 22.36% of sales for the thirteen weeks
        ended December 26, 1999. The decrease in selling, general and
        administration expenses as a percentage of sales in the first quarter of
        fiscal 2001 was due primarily to the reduction in payroll related
        expenses as a percentage of sales compared to fiscal 2000.


                                       10


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

        RESULTS OF OPERATIONS (CONTD.)

        Depreciation and amortization expenses amounted to $6.9 million for the
        thirteen weeks ended December 24, 2000 and amounted to $6.0 million for
        the like period 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 $668,000 for the thirteen
        weeks ended December 26, 1999 and were related to the acquisition of the
        43 supermarkets. There were no acquisition integration expenses for the
        thirteen weeks ended December 24, 2000. Acquisition integration expenses
        consists of salaries and wages and non-recurring advertising expenses
        incurred during the integration of the supermarkets and the grand
        openings of service meat departments in fourteen of the acquired
        supermarkets.

        Operating profit for the thirteen weeks ended December 24, 2000 amounted
        to $14.4 million or 2.31% of sales compared to $15.6 million or 2.61% of
        sales for the thirteen weeks ended December 26, 1999.

        Interest expense amounted to $12.9 million for the thirteen weeks ended
        December 24, 2000 compared to $13.6 million for the thirteen weeks ended
        December 26, 1999. The decrease in interest expense was primarily due to
        the redemption (in the third quarter of fiscal 2000) of $11 million of
        the $450.0 million of 10.75% Senior Notes due 2006 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 $482,000 for the first quarter of fiscal 2001 compared to $139,000 in
        the first quarter of the prior year. The increase in earnings in the
        first quarter 2001 over the first quarter 2000, was due to increased
        volume and improved efficiencies by Santee Dairies, LLC.

        Income before income taxes amounted to approximately $3.1 million in
        both the thirteen weeks ended December 24, 2000 and December 26, 1999.

        Net income for the thirteen week first quarter ended December 24, 2000,
        amounted to $1.8 million compared to $1.9 million for the thirteen week
        first quarter of the prior year.

        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, which
        was available at December 24, 2000 and a letter of credit facility with
        a maximum availability of $25.0 million, of which $8.2 million was
        available at December 24, 2000. The letter of credit facility is
        maintained pursuant to the Company's workers' compensation and general
        liability self-insurance requirements.


                                       11


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

        LIQUIDITY AND CAPITAL RESOURCES (CONTD.)

        Working capital amounted to $112.8 million at December 24, 2000 and
        $111.8 million at September 24, 2000, and the Company's current ratios
        were 1.59:1, 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 thirteen weeks
        ended December 24, 2000 amounted to $18.9 million compared to net cash
        used in operating activities of $12.9 million for the thirteen weeks
        ended December 26, 1999. Fluctuations in net cash provided by or used in
        operating activities are not unusual in the industry. Cash provided by
        operating activities of $18.9 million in fiscal 2001 consisted of $13.2
        million reduction in lease guarantee escrow and increases in accrued
        liabilities and self-insurance reserves of $12.8 million, offset by
        increases in receivables of $6.2 million and increases in inventory of
        $9.1 million.

        Net cash used by investing activities for the thirteen weeks ended
        December 24, 2000, amounted to $7.9 million, compared to $13.7 million
        for the thirteen weeks ended December 26, 1999. The difference in net
        cash used by 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 $8.1
        million in the first quarter of fiscal 2001 compared to $13.7 million in
        the first quarter of fiscal 2000. The higher levels 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 $667,000 and $477,000
        for the thirteen weeks ended December 24, 2000, and December 26, 1999,
        respectively, and consisted of payments on the Company's capitalized
        lease obligations.

        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 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 credit
        facility.


                                       12


<PAGE>   13
                           STATER BROS. HOLDINGS INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        LIQUIDITY AND CAPITAL RESOURCES (CONTD.)

         THE CREDIT FACILITIES (CONTD.)

        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"
        and (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 under the credit
        facility is subject to a monthly borrowing base 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. Markets.

        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.


                                       13


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

         THE CREDIT FACILITIES (CONTD.)

        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;
        judgments; 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 December 24, 2000, 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
        $112.9 million and exceeded minimum inventory coverage by approximately
        $61.7 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 December
        24, 2000, Stater Bros. Markets exceeded minimum annualized EBITDA by
        approximately $12.5 million.

        As of December 24, 2000, for the purposes of the credit facility with
        Bank of America, Stater Bros. Holdings Inc. was in compliance with all
        restrictive covenants.

         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.


                                       14


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

        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 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.


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

        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


                                       15


<PAGE>   16
                           STATER BROS. HOLDINGS INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


                                       16


<PAGE>   17
                           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: February 5, 2001          /s/ Jack H. Brown
                                        ------------------------------------
                                        Jack H. Brown
                                        Chairman of the Board, President,
                                        and Chief Executive Officer



        Date: February 5, 2001          /s/ Phillip J. Smith
                                        ------------------------------------
                                        Phillip J. Smith
                                        Senior Vice President and
                                        Chief Financial Officer


                                       17