<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 26, 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)

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

               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 28, 2000, there were issued and outstanding 50,000
                shares of the registrant's Class A Common Stock.


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


<PAGE>   2

                           STATER BROS. HOLDINGS INC.
                                 MARCH 26, 2000


                                      INDEX


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


ITEM 1.           FINANCIAL STATEMENTS

                  CONSOLIDATED BALANCE SHEETS (UNAUDITED) AS OF SEPTEMBER 26, 1999
                     AND MARCH 26, 2000                                                             3

                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE 26 WEEKS ENDED
                     MARCH 28, 1999 AND MARCH 26, 2000                                              5

                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE 13 WEEKS ENDED
                     MARCH 28, 1999 AND MARCH 26, 2000                                              6

                  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE 26 WEEKS ENDED
                     MARCH 28, 1999 AND MARCH 26, 2000                                              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                        17



PART II           OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS                                                                18

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS                                        18

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES                                                  18

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                              18

ITEM 5.           OTHER INFORMATION                                                                18

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K                                                 18


SIGNATURES                                                                                         19
</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. 26,      MAR. 26,
                                                          1999           2000
                                                        --------       --------
<S>                                                     <C>            <C>
Current assets
   Cash and cash equivalents ........................   $ 93,352       $ 35,695
   Receivables ......................................     28,296         26,910
   Income tax receivable ............................      5,942         11,485
   Inventories ......................................    155,361        171,375
   Prepaid expenses .................................      5,926         10,357
   Deferred income taxes ............................      3,523          3,523
   Properties held for sale .........................      3,886          3,875
                                                        --------       --------

Total current assets ................................    296,286        263,220

Investment in unconsolidated affiliate ..............      9,599         10,079


Property and equipment
   Land .............................................     44,941         46,834
   Buildings and improvements .......................    160,406        168,418
   Store fixtures and equipment .....................    150,027        168,824
   Property subject to capital leases ...............     25,261         25,261
                                                        --------       --------
                                                         380,635        409,337


   Less accumulated depreciation and amortization ...    120,906        133,188
                                                        --------       --------
                                                         259,729        276,149


Deferred income taxes ...............................      4,297          4,297
Deferred debt issuance costs, net ...................     16,774         16,216
Lease guarantee escrow ..............................     11,280         12,661
Other assets ........................................      5,952          6,745
                                                        --------       --------


Total assets ........................................   $603,917       $589,367
                                                        ========       ========
</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. 26,        MAR. 26,
                                                       1999             2000
                                                     ---------        ---------
<S>                                                  <C>              <C>
Current liabilities
   Accounts payable ..............................   $  97,169        $  92,289
   Accrued payroll and related expenses ..........      35,757           35,384
   Other accrued liabilities .....................      30,501           31,375
   Current portion of capital lease obligations ..       1,944            1,954
                                                     ---------        ---------

Total current liabilities ........................     165,371          161,002

Long-term debt, less current portion .............     455,048          455,048
Capital lease obligations, less current portion ..      15,625           14,652
Long-term portion of self-insurance and other
  reserves .......................................       7,450            7,450
Other long-term liabilities ......................       3,510            3,403
                                                     ---------        ---------

Total liabilities ................................     647,004          641,555

Stockholders' equity (deficit)
    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) ...................     (55,803)         (64,904)
                                                     ---------        ---------

Total stockholders' equity (deficit) .............     (43,087)         (52,188)
                                                     ---------        ---------

Total liabilities and stockholders' equity
  (deficit) ......................................   $ 603,917        $ 589,367
                                                     =========        =========
</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. 28,           MAR. 26,
                                                           1999               2000
                                                       -----------        -----------
<S>                                                    <C>                <C>
Sales .............................................    $   883,224        $ 1,204,454
Cost of goods sold ................................        676,012            911,941
                                                       -----------        -----------
Gross profit ......................................        207,212            292,513

Operating expenses:
   Selling, general and administrative expenses ...        176,431            266,067
   Depreciation and amortization ..................          7,869             12,331
   Acquisition integration expenses ...............             --              4,594
                                                       -----------        -----------
Total operating expenses ..........................        184,300            282,992
                                                       -----------        -----------

Operating profit ..................................         22,912              9,521

Interest income ...................................          1,654              1,705
Interest expense ..................................        (15,119)           (27,130)
Equity in earnings from unconsolidated affiliate ..            865                480
Other income (loss) - net .........................           (274)                (1)
                                                       -----------        -----------

Income (loss) before income taxes (benefit) .......         10,038            (15,425)
Income taxes (benefit) ............................          4,015             (6,324)
                                                       -----------        -----------

Net income (loss) .................................    $     6,023        $    (9,101)
                                                       ===========        ===========

Earnings (loss) per share .........................    $    120.46        $   (182.02)
                                                       ===========        ===========

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. 28,          MAR. 26,
                                                         1999              2000
                                                       ---------        ---------
<S>                                                    <C>              <C>
Sales................................................. $ 441,802        $ 607,286
Cost of goods sold....................................   336,991          470,595
                                                       ---------        ---------
Gross profit..........................................   104,811          136,691

Operating expenses:
   Selling, general and administrative expenses.......    87,760          132,504
   Depreciation and amortization......................     3,966            6,317
   Acquisition integration expenses...................        --            3,926
                                                       ---------        ---------
Total operating expenses..............................    91,726          142,747
                                                       ---------        ---------

Operating profit (loss)...............................    13,085           (6,056)

Interest income.......................................       879              710
Interest expense......................................    (7,588)         (13,559)
Equity in earnings from unconsolidated affiliate......        67              341
Other income (loss) - net.............................      (216)              --
                                                       ---------        ---------

Income (loss) before income taxes (benefit)...........     6,227          (18,564)
Income taxes (benefit)................................     2,491           (7,611)
                                                       ---------        ---------

Net income (loss)..................................... $   3,736        $ (10,953)
                                                       =========        =========

Earnings (loss) per share............................. $   74.72        $ (219.06)
                                                       =========        =========

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. 28,        MAR. 26,
                                                                              1999            2000
                                                                            --------        --------
<S>                                                                         <C>             <C>
OPERATING ACTIVITIES:
Net income (loss).........................................................  $  6,023        $ (9,101)
Adjustments to reconcile net income (loss) to net cash provided
 by (used in) operating activities:
   Depreciation and amortization..........................................     7,869          12,331
   Provision for deferred income taxes....................................        (1)             --
   Loss on disposals of assets............................................       274               2
   Net undistributed (gain) in investment in unconsolidated affiliate.....      (865)           (480)
   Changes in operating assets and liabilities:
    (Increase) decrease in receivables....................................     1,151          (4,157)
    (Increase) decrease in inventories....................................     5,041         (16,014)
    (Increase) decrease in prepaid expenses...............................    (2,188)         (4,444)
    (Increase) decrease in other assets...................................      (737)         (1,616)
    Increase (decrease) in accounts payable...............................     3,280          (4,880)
    Increase (decrease) in accrued liabilities and long-term
     portion of self-insurance reserves...................................     4,187             394
                                                                            --------        --------

Net cash provided by (used in) operating activities.......................    24,034         (27,965)
                                                                            --------        --------

INVESTING ACTIVITIES:
Purchase of property and equipment........................................   (18,245)        (28,729)
Proceeds from sale of property and equipment and properties
 held for sale............................................................     2,918              --
                                                                            --------        --------

Net cash (used in) investing activities...................................   (15,327)        (28,729)
                                                                            --------        --------

FINANCING ACTIVITIES:
Principal payments on capital lease obligations...........................      (641)           (963)
                                                                            --------        --------

Net cash (used in) financing activities...................................      (641)           (963)
                                                                            --------        --------

Net increase (decrease) in cash and cash equivalents......................     8,066         (57,657)
Cash and cash equivalents at beginning of period..........................    57,281          93,352
                                                                            --------        --------

Cash and cash equivalents at end of period................................  $ 65,347        $ 35,695
                                                                            ========        ========

Interest paid.............................................................  $ 13,814        $ 27,055
Income taxes paid.........................................................  $  2,600        $     --
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.



                                       7
<PAGE>   8

                           STATER BROS. HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 MARCH 26, 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 26, 1999 and March 26, 2000 and
the results of its operations and cash flows for the twenty-six weeks ended
March 28, 1999 and March 26, 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 twenty-six weeks ended March 26, 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 twenty-six weeks ended March 28,
1999 and March 26, 2000 consists of the following:

<TABLE>
<CAPTION>
                                               26 Weeks Ended
                                       --------------------------------
                                       Mar. 28, 1999      Mar. 26, 2000
                                       -------------      -------------
                                                (In thousands)
<S>                                    <C>                <C>
Federal income taxes (benefit)            $ 3,413             $(4,960)
State income taxes (benefit)                  602              (1,364)
                                          -------             -------
                                          $ 4,015             $(6,324)
                                          =======             =======
</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 $865,000 and $480,000 for the twenty-six weeks ended March 28, 1999 and March
26, 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>
                                          26 Weeks Ended
                                 ---------------------------------
                                 Mar. 28, 1999       Mar. 26, 2000
                                 -------------       -------------
                                          (In thousands)
<S>                              <C>                 <C>
Current assets                     $ 17,639            $ 14,614
Non-current assets                  109,222             103,182
Current liabilities                  27,744              22,404
Non-current liabilities              80,244              75,356
Shareholder's equity                 18,873              20,036

Sales                                92,954              89,272
Gross profit                          7,872              13,976
Net income                         $  1,932            $    838
</TABLE>



                                       8
<PAGE>   9

                           STATER BROS. HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 MARCH 26, 2000

NOTE 4 - COVENANT NOT TO COMPETE

        On March 8, 1994, the Company entered into a $5.0 million prepaid five
year covenant not to compete which was included in a Consulting Agreement with
Craig Corporation (previously, a shareholder of the Company) and was amortized
to earnings over the five year term of the covenant not to compete. The covenant
not to compete terminated in March 1999.

NOTE 5 - USE OF ESTIMATES

        The preparation of financial statements in conformity with Generally
Accepted Accounting Principles 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 6 - PRO FORMA SUMMARY FINANCIAL INFORMATION

        On May 7, 1999, the Company entered into an agreement with Albertson's
to acquire 43 supermarkets and one future store site and the supermarkets were
acquired in August 1999. The stores were formerly operated by Albertson's or
Lucky Stores and were divested in connection with the merger of Albertson's and
American Stores Company, the parent of Lucky Stores.

        The following table provides unaudited pro forma financial data for the
Company reflecting the completion of the Acquisition as if it occurred September
28, 1998. These unaudited pro forma results have been prepared for comparative
purposes only and include certain pro forma adjustments. Such pro forma amounts
are not necessarily indicative of what actual results of operations might have
been or will be in the future. Pro forma results of operations for the prior
period exclude a non-recurring extraordinary loss of approximately $17.3 million
($28.5 million less tax effect of $11.2 million) related to the early
extinguishment of debt.

<TABLE>
<CAPTION>
                                         13 Weeks Ended                          26 Weeks Ended
                                  ------------------------------         ------------------------------
                                   Mar. 28,            Mar. 26,           Mar. 28,           Mar. 26,
                                     1999                2000               1999               2000
                                  -----------        -----------         -----------        -----------
                                                 (In thousands, excepts per share amounts)
                                  (Pro forma)        (Unaudited)         (Pro forma)        (Unaudited)
<S>                               <C>                <C>                 <C>                <C>

Sales                             $   610,853        $   607,286         $ 1,215,667        $ 1,204,454

Net income (loss) before
        extraordinary loss        $     2,058        $   (10,953)        $     1,461        $    (9,101)

Earnings (loss) per
        common share              $     41.16        $   (219.06)        $     29.22        $   (182.02)
</TABLE>



                                       9
<PAGE>   10

                           STATER BROS. HOLDINGS INC.
                                 MARCH 26, 2000


PART I - FINANCIAL INFORMATION (CONTD.)

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

        RECAPITALIZATION TRANSACTION

        In March 1994, the Company completed a Recapitalization Transaction (the
        "Recapitalization") which transferred effective voting control of the
        Company to La Cadena Investments ("La Cadena"), reclassified the
        Company's outstanding equity, provided for certain cash payments and
        distributions to Craig Corporation ("Craig"), previously a shareholder
        of the Company, and provided the Company with an option to acquire
        Craig's remaining equity in the Company. The Recapitalization was funded
        through an offering of $165.0 million of 11% Senior Notes due 2001 (the
        "11% Notes"). Substantially all of the 11% Notes ($160.0 million) were
        redeemed in August 1999.

        Effective March 8, 1996, pursuant to options available to the Company,
        the Company exercised its right to convert all of its outstanding shares
        of Common Stock (previously held by Craig) into 693,650 shares of its
        Series B Preferred Stock. The Series B Preferred Stock had a redemption
        value of approximately $69.4 million and paid dividends at the rate of
        10.5% per annum. In August 1997, the Company redeemed all of the
        outstanding shares of its Series B Preferred Stock for $69.4 million
        plus accrued and unpaid dividends. The Series B Preferred Stock
        redemption was funded through an offering of $100 million of 9% Senior
        Subordinated Notes due 2004 (the "9% Notes"). The 9% Notes were redeemed
        in August 1999.

        OWNERSHIP OF THE COMPANY

        Effective August 1997, La Cadena became 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

        Comparisons between fiscal 2000 and fiscal 1999 for the second quarter
        results and year to date results are difficult due to the acquisition of
        43 supermarkets and one future site in August 1999, expenses incurred to
        integrate the acquired supermarkets into the Company's retail operating
        and distribution systems and the issuance of $450.0 million of 10.75%
        Notes and related redemptions, together with early redemption premiums,
        on all of the 9% Notes and substantially all the 11% Notes in August
        1999. On May 7, 1999, the Company entered into an agreement with
        Albertson's to acquire 43 supermarkets and one future store site. The
        stores were formerly operated by Albertson's or Lucky Stores and were
        divested in connection with the merger of Albertson's and American
        Stores Company, the parent of Lucky Stores. The supermarkets were
        acquired sequentially beginning August 9, 1999, with 8 supermarkets
        acquired during the week ended August 15, 1999, 15 supermarkets



                                       10
<PAGE>   11

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

        were acquired during the week ended August 22, 1999, an additional 15
        supermarkets were acquired during the week ended August 29, 1999 and the
        remaining 5 supermarkets were acquired by September 1, 1999. The
        purchase price for the property, plant, equipment and inventories of 43
        supermarkets and one future store site was approximately $134.0 million
        plus capital lease obligations assumed of $13.3 million and
        approximately $2.2 million of capitalized costs related to the transfer
        of ownership of the supermarkets. The acquisition was accounted for
        using the purchase method of accounting and the results of operations of
        the 43 supermarkets are included in the Company's consolidated results
        of operations from the acquisition date of each supermarket.

        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 26, 2000 and March 28, 1999.

<TABLE>
<CAPTION>
                                                     Thirteen Weeks         Twenty-Six Weeks
                                                   ------------------      -------------------
                                                    2000        1999         2000        1999
                                                   ------      ------       ------      ------
<S>                                                <C>         <C>          <C>         <C>
        Sales                                      100.00%     100.00%      100.00%     100.00%
        Gross profit                                22.51       23.72        24.29       23.46
        Operating expenses:
           Selling, general and
               administrative expense               21.82       19.86        22.09       19.98
           Depreciation and amortization             1.04         .90         1.02         .89
           Acquisition integration expenses           .65          --          .39          --
        Operating profit (loss)                     (1.00)       2.96          .79        2.59
        Interest income                               .12         .20          .14         .19
        Interest expense                            (2.23)      (1.72)       (2.25)      (1.71)
        Equity in (loss) from
           unconsolidated affiliate                   .06         .02          .04         .10
        Other income (loss) - (net)                    --        (.05)          --        (.03)
        Net income (loss) before
             income taxes (benefit)                 (3.05)%      1.41%       (1.28)%      1.14%
</TABLE>

        Total sales for the thirteen weeks ended March 26, 2000, the second
        quarter of fiscal 2000, increased 37.5% and amounted to $607.3 million
        compared to $441.8 million for the same period in the prior year. Total
        sales for the twenty-six weeks ended March 26, 2000, increased 36.4% and
        amounted to $1.204 billion compared to $883.2 million for the same
        period in the prior year. The increase in total sales in the second
        quarter of fiscal 2000 and fiscal year to date of 2000 was due primarily
        to the acquisition of 43 supermarkets in August 1999, from Albertson's.
        The 43 acquired supermarkets were opened in less than two days after
        their respective acquisition dates as fully integrated Stater Bros.
        Markets. The Company acquired 8 supermarkets during the week ended
        August 15, 1999, 15 supermarkets during the week ended August 22, 1999,
        15 supermarkets during the week ended August 29, 1999 and acquired the
        remaining 5 supermarkets during the week ended September 5, 1999.
        Results of operations of the 43 supermarkets have been included in the
        Company's consolidated results of operations from the acquisition date
        of each supermarket. Like store sales increased 1.7% (before erosion of
        like store sales of 0.7% to newly acquired stores) for the thirteen week
        period ended March 26, 2000. Like store sales increased 1.8% (before
        erosion of like store sales of 0.7% to newly acquired stores) for the
        twenty-six week period ended March 26, 2000. The like store sales
        increases for the second quarter and



                                       11
<PAGE>   12

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

        year to date of fiscal 2000 were due to favorable customer responses to
        the Company's aggressive marketing plan emphasizing the Company's high
        quality and expanded product selections in the produce and other
        perishable departments. The Company operated 155 and 112 supermarkets at
        March 26, 2000 and March 28, 1999, respectively.

        Gross profit for the thirteen weeks ended March 26, 2000, amounted to
        $136.7 million or 22.51% of sales compared to $104.8 million or 23.72%
        of sales in the same period of the prior year. The decrease in gross
        profit, as a percentage of sales, in the second quarter of 2000 was due
        to aggressive marketing which was implemented in conjunction with the
        Company's grand reopening of service meat and expanded produce
        departments in most of the newly acquired supermarkets. By March 30,
        2000, service meat departments had been installed in all of the newly
        acquired supermarkets. As a result of aggressive grand reopenings, the
        Company experienced higher than anticipated product losses in the
        service meat, produce and service deli departments. Gross profit for the
        second quarter of fiscal 2000 did not include an incremental price
        increase in the cost of fluid dairy products purchased from Santee,
        however, gross profit were reduced by approximately $2.7 million for the
        incremental price increases during the second quarter of 1999.

        Gross profit for the twenty-six weeks ended March 26, 2000, amounted to
        $292.5 million or 24.29% of sales compared to $207.2 million or 23.46%
        of sales in the same period of the prior year. The increase in the
        fiscal year to date of 2000 gross profit, as a percent of sales, was due
        to several factors including the introduction of higher gross margin
        products achieved through the Company's general merchandise expansion
        program, which were partially offset by reductions in the second quarter
        in gross profits, as a percentage of sales, from the aggressive grand
        reopening of service meat and expanded produce departments in the newly
        acquired stores. Gross profit for the fiscal year to date of 2000
        included an incremental price increase in the cost of fluid dairy
        products purchased from Santee of approximately $48,000 compared to
        approximately $5.8 million for the fiscal year to date of 1999. Santee
        terminated the incremental pricing charge to the Company on October 1,
        1999.

        Operating expenses include selling, general and administrative expenses,
        depreciation and amortization, and acquisition integration expenses. For
        the thirteen weeks ended March 26, 2000, selling, general and
        administrative expenses amounted to $132.5 million or 21.82% of sales
        compared to $87.8 million or 19.86% of sales for the thirteen weeks
        ended March 28, 1999. For the twenty-six weeks ended March 26, 2000,
        selling, general and administrative expenses amounted to $266.1 million
        or 22.09% of sales compared to $176.4 million or 19.98% of sales for the
        twenty-six weeks ended March 28, 1999. The increase in selling, general
        and administrative expenses, as a percentage of sales, was due primarily
        to higher than anticipated labor and advertising expenses. The Company
        believes it has implemented corrective actions that should reduce both
        labor and advertising expenses in the near future.

        Depreciation and amortization expenses amounted to $6.3 million and
        $12.3 million for the second quarter and year to date periods ended
        March 26, 2000, respectively. Depreciation and amortization expenses
        amounted to $4.0 million and $7.9 million for the quarter and year to
        date periods of the prior year. Depreciation expense in fiscal 1999
        included amortization of $438,000 from a five-year prepaid covenant not
        to compete, which terminated in March 1999. The increase in depreciation
        and amortization expense in fiscal 2000 was primarily due to the
        acquisition of the 43 supermarkets in August 1999.



                                       12
<PAGE>   13

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

        Acquisition integration expenses amounted to $3.9 million and $4.6
        million for the quarter and fiscal year to date ended March 26, 2000 and
        were related to the acquisition of the 43 supermarkets. 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. All acquired stores had service meat departments
        installed by March 30, 2000.

        Operating loss for the second quarter of 2000 amounted to $6.1 million
        or 1.00% of sales compared to an operating profit of $13.1 million or
        2.96% of sales for the second quarter of 1999. Operating profit for the
        fiscal year to date of 2000 amounted to $9.5 million or 0.79% of sales
        compared to an operating profit of $22.9 million or 2.59% of sales for
        the fiscal year to date of 1999.

        Interest expense amounted to $13.6 million for the second quarter of
        2000 compared to $7.6 million for the second quarter of 1999. For the
        fiscal year to date of 2000 and 1999, interest expense amounted to $27.1
        million and $15.1 million, respectively. The increase in interest
        expense was due to the issuance of $450.0 million of 10.75% Senior Notes
        due 2006 in August 1999 related to the acquisition of the 43
        supermarkets and the redemption in August 1999 of all the 9% Notes and
        substantially all ($5.1 million remain outstanding) of the 11% Notes.

        The Company's equity in earnings from unconsolidated affiliate, amounted
        to $341,000 for the second quarter of fiscal 2000 compared $67,000 in
        the second quarter of the prior year. For the fiscal year to date
        periods of 2000 and 1999, the Company's equity in earnings from
        unconsolidated affiliate, amounted to $480,000 and $865,000,
        respectively. The decrease in earnings is primarily due to the
        termination of incremental prices paid by the two owners of Santee
        Dairies LLC (Hughes and Stater Bros. Markets) in the fiscal year to date
        of 2000 compared to incremental prices paid by the owners in the fiscal
        year to date of 1999 of approximately $8.1 million (pre-tax). The
        incremental prices paid to Santee by the owners terminated in October
        1999. The incremental prices in the cost of products purchased from
        Santee by the Company is included in the Company's cost of goods sold
        and amounted to approximately $48,000 in the fiscal year to date for
        2000 compared to approximately $2.7 million and $5.8 million for the
        second quarter and fiscal year to date of 1999, respectively.

        Results before income taxes amounted to a loss of $18.6 million and
        income of $6.2 million for the second quarter of 2000 and 1999,
        respectively. Results before income taxes amounted to a loss of $15.4
        million and income of $10.0 million for the twenty-six weeks year to
        date periods of 2000 and 1999, respectively.

        Net income for the second quarter amounted to a loss of $11.0 million
        and income of $3.7 million for 2000 and 1999, respectively. Net income
        for the fiscal year to date periods amounted to a loss of $9.1 million
        and income of $6.0 million for 2000 and 1999, 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 26, 2000 and a letter of credit

                                       13
<PAGE>   14

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

        facility with a maximum availability of $25.0 million, of which $15.0
        million was available at March 26, 2000. The letter of credit facility
        is maintained pursuant to the Company's workers' compensation and
        general liability self-insurance requirements.

        Working capital amounted to $102.2 million at March 26, 2000 and $130.9
        million at September 26, 1999, and the Company's current ratios were
        1.63:1, and 1.79:1, respectively. Fluctuations in working capital and
        current ratios are not unusual in the industry.

        The net cash used in operating activities in the twenty-six weeks ended
        March 26, 2000 amounted to $28.0 million compared to net cash provided
        by operating activities of $24.0 million for the twenty-six weeks ended
        March 28, 1999. Fluctuations in net cash provided by or used in
        operating activities are not unusual in the industry. Cash used in
        operating activities in fiscal 2000 of $28.0 million consisted of
        increases in inventories in both the warehouses and the supermarkets of
        $16.0 million, an increase in prepaid expenses of $4.4 million, an
        increase in accounts receivable of $4.2 million, and a decrease in
        accounts payable of $4.9 million.

        Net cash used in investing activities for the twenty-six weeks ended
        March 26, 2000, amounted to $28.7 million, compared to $15.3 million for
        the twenty-six weeks ended March 28, 1999. 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 $28.7 million
        in the fiscal year to date of 2000 compared to $18.2 million in the
        fiscal year to date of 1999. During the fiscal year to date of 2000,
        capital expenditures of $19.0 million were incurred to fund projects
        related to the acquisition of the 43 supermarkets and related warehouse
        expansions. Additional capital expenditures were used to acquire land
        for a store site, fund the remaining Year 2000 projects as well as to
        fund normal maintenance capital expenditures.

        Net cash used by financing activities amounted to $963,000 and $641,000
        for the twenty-six weeks ended March 26, 2000, and March 28, 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 new 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, and
        workmen's compensation insurance 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"
        and (b) the federal funds effective rate from time to

                                       14
<PAGE>   15

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

        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 loans
        under the revolving loan facility must be repaid for a period of ten
        consecutive days semi-annually.

        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 new
        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.

        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 26, 2000, for purposes of the credit facility with Bank of
        America, Stater Bros. Markets was not in compliance with all of the
        restrictive covenants. The Company exceeded the minimum net worth
        covenant by approximately $101.0 million, but did not meet the minimum
        EBITDA (as defined) covenant test on the first measurement period which
        began in the quarter ending March 26, 2000, and required an annualized
        minimum EBITDA of $75.0 million. The Company obtained a waiver from Bank
        of America for the minimum EBITDA covenant for the quarter ending March
        26, 2000.

        The Company is also subject to certain covenants associated with its 11%
        Senior Notes due 2001 and its 10.75% Senior Notes due 2006. As of March
        26, 2000, the Company was in compliance with all such covenants.
        However, there can be no assurance that the Company will be able to
        achieve the expected operating results or implement the capital
        expenditure strategy upon which future compliance with such covenants is
        based.

        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.

                                       15
<PAGE>   16

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

        YEAR 2000 COMPLIANCE

        The Company successfully achieved compliance with the Year 2000
        requirements and Year 2000 related issues had no material adverse effect
        on the Company's results of operations, liquidity or financial
        condition. However, no assurance can be given that unforeseen problems
        may not occur in the future that may have material adverse effect on the
        Company's results of operations, liquidity or financial condition.

        The Company's costs required to achieve Year 2000 compliance such as
        replace or modify Information Systems, including scheduled replacements
        of in-store Point of Sale equipment, was approximately $8.5 million, of
        which $7.0 million was capitalized and $1.5 million was expensed.

        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 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.

                                       16
<PAGE>   17

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


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        Not Applicable.



                                       17
<PAGE>   18

                           STATER BROS. HOLDINGS INC.
                                 MARCH 26, 2000

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 26, 1999.

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

        During May 2000, Stater Bros. Holdings Inc. purchased $10.0 million
        principal amount of its 10.75% Senior Notes due 2006 in the open market
        for the aggregate purchase price of $8.0 million plus accrued interest.
        The Company may, in the future, make additional purchases, although
        there can be no assurance that the Company will do so.

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.
          27                  Financial Data Schedule
</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



                                       18
<PAGE>   19

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 9, 2000   /s/    Jack H. Brown
                                       ------------------------------------
                                       Jack H. Brown
                                       Chairman of the Board, President,
                                       and Chief Executive Officer

                  Date:  May 9, 2000   /s/    Phillip J. Smith
                                       ------------------------------------
                                       Phillip J. Smith
                                       Vice President and Controller
                                       (Chief Accounting Officer)



                                       19