<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 June 25, 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 July 25, 2000, there were issued and outstanding 50,000 shares of the
registrant's Class A Common Stock.

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



<PAGE>   2

                           STATER BROS. HOLDINGS INC.
                                  JUNE 25, 2000


                                      INDEX

<TABLE>
<CAPTION>


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

            CONSOLIDATED BALANCE SHEETS (UNAUDITED) AS OF SEPTEMBER 26, 1999
               AND JUNE 25, 2000                                                                            3

            CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE 39 WEEKS ENDED
               JUNE 27, 1999 AND JUNE 25, 2000                                                              5

            CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE 13 WEEKS ENDED
               JUNE 27, 1999 AND JUNE 25, 2000                                                              6

            CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE 39 WEEKS ENDED
               JUNE 27, 1999 AND JUNE 25, 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,       JUNE 25,
                                                                 1999           2000
                                                              ---------      ---------
<S>                                                           <C>            <C>
Current assets
     Cash and cash equivalents .........................      $  93,352      $  51,612
     Receivables .......................................         28,296         28,736
     Income tax receivable .............................          5,942          2,945
     Inventories .......................................        155,361        159,569
     Prepaid expenses ..................................          5,926          8,315
     Deferred income taxes .............................          3,523          6,701
     Properties held for sale ..........................          3,886          3,869
                                                              ---------      ---------

Total current assets ...................................        296,286        261,747

Investment in unconsolidated affiliate .................          9,599         10,680


Property and equipment
     Land ..............................................         44,941         46,834
     Buildings and improvements ........................        160,406        170,105
     Store fixtures and equipment ......................        150,027        170,851
     Property subject to capital leases ................         25,261         25,261
                                                              ---------      ---------
                                                                380,635        413,051


     Less accumulated depreciation and amortization ....        120,906        139,654
                                                              ---------      ---------
                                                                259,729        273,397


Deferred income taxes ..................................          4,297          8,362
Deferred debt issuance costs, net ......................         16,774         15,191
Lease guarantee escrow .................................         11,280         12,911
Other assets ...........................................          5,952          6,352
                                                              ---------      ---------


Total assets ...........................................      $ 603,917      $ 588,640
                                                              =========      =========
</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,        JUNE 25,
                                                                                 1999            2000
                                                                               ---------       ---------
<S>                                                                            <C>             <C>
Current liabilities
     Accounts payable ...................................................      $  97,169       $  89,847
     Accrued payroll and related expenses ...............................         35,757          36,555
     Other accrued liabilities ..........................................         30,501          41,591
     Current portion of long-term debt and capital lease obligations ....          1,944           7,000
                                                                               ---------       ---------
Total current liabilities ...............................................        165,371         174,993

Long-term debt, less current portion ....................................        455,048         439,000
Capital lease obligations, less current portion .........................         15,625          14,161
Long-term portion of self-insurance and other reserves ..................          7,450           7,450
Other long-term liabilities .............................................          3,510           3,350
                                                                               ---------       ---------

Total liabilities .......................................................        647,004         638,954

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)        (63,030)
                                                                               ---------       ---------

Total stockholders' equity (deficit) ....................................        (43,087)        (50,314)
                                                                               ---------       ---------

Total liabilities and stockholders' equity (deficit) ....................      $ 603,917       $ 588,640
                                                                               =========       =========
</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>

                                                                                     39 Weeks Ended
                                                                                     --------------
                                                                                JUNE 27,          JUNE 25,
                                                                                  1999              2000
                                                                               -----------       -----------
<S>                                                                            <C>               <C>
Sales ...................................................................      $ 1,324,358       $ 1,811,754
Cost of goods sold ......................................................        1,011,542         1,366,738
                                                                               -----------       -----------
Gross profit ............................................................          312,816           445,016

Operating expenses:
     Selling, general and administrative expenses .......................          265,907           398,448
     Depreciation and amortization ......................................           11,813            18,887
     Acquisition integration expenses ...................................               --             4,594
                                                                               -----------       -----------
Total operating expenses ................................................          277,720           421,929
                                                                               -----------       -----------

Operating profit ........................................................           35,096            23,087

Interest income .........................................................            2,388             2,190
Interest expense ........................................................          (22,699)          (40,508)
Equity in earnings from unconsolidated affiliate ........................              924             1,081
Other income (loss) - net ...............................................             (319)               (3)
                                                                               -----------       -----------

Income (loss) before income taxes (benefit)  and extraordinary gain .....           15,390           (14,153)

Income taxes (benefit) ..................................................            6,156            (5,803)
                                                                               -----------       -----------

Net Income (loss) before extraordinary gain .............................            9,234            (8,350)

Extraordinary gain  from early retirement of bonds
     ($1,896 less tax effect of $773) ...................................               --             1,123
                                                                               -----------       -----------


Net income (loss) .......................................................      $     9,234       $    (7,227)
                                                                               ===========       ===========

Earnings (loss) per common share:
     Before extraordinary gain ..........................................      $    184.68       $   (167.00)
     Extraordinary gain .................................................               --             22.46
                                                                               -----------       -----------
Earnings (loss) per share ...............................................      $    184.68       $   (144.54)
                                                                               ===========       ===========

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
                                                                  --------------
                                                             JUNE 27,         JUNE 25,
                                                               1999            2000
                                                             ---------       ---------
<S>                                                          <C>             <C>
Sales .................................................      $ 441,134       $ 607,300
Cost of goods sold ....................................        335,530         454,797
                                                             ---------       ---------
Gross profit ..........................................        105,604         152,503

Operating expenses:
     Selling, general and administrative expenses .....         89,476         132,381
     Depreciation and amortization ....................          3,944           6,556
                                                             ---------       ---------
Total operating expenses ..............................         93,420         138,937
                                                             ---------       ---------

Operating profit ......................................         12,184          13,566

Interest income .......................................            734             485
Interest expense ......................................         (7,580)        (13,378)
Equity in earnings from unconsolidated affiliate ......             59             601
Other income (loss) - net .............................            (45)             (2)
                                                             ---------       ---------

Income before income taxes and extraordinary gain .....          5,352           1,272

Income taxes ..........................................          2,141             521
                                                             ---------       ---------

Net Income before extraordinary gain ..................          3,211             751

Extraordinary gain from early retirement of bonds
     ($1,896 less tax effect of $773) .................             --           1,123
                                                             ---------       ---------


Net income ............................................      $   3,211       $   1,874
                                                             =========       =========

Earnings per common share:
     Before extraordinary gain ........................      $   64.22       $   15.02
     Extraordinary gain ...............................             --           22.46
                                                             ---------       ---------
Earnings per share ....................................      $   64.22       $   37.48
                                                             =========       =========

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>

                                                                                      39 Weeks Ended
                                                                                      --------------
                                                                                  JUNE 27,         JUNE 25,
                                                                                    1999            2000
                                                                                  ---------       ---------
<S>                                                                               <C>             <C>
OPERATING ACTIVITIES:
Net income (loss) ..........................................................      $   9,234       $  (7,227)
Adjustments to reconcile net income (loss) to net cash provided
  by operating activities:
     Depreciation and amortization .........................................         11,813          18,887
     Provision for deferred income taxes ...................................              1          (7,243)
     Gain on repurchase of bonds ...........................................             --          (1,896)
     Loss on disposals of assets ...........................................            319               2
     Net undistributed (gain) in investment in unconsolidated affiliate ....           (924)         (1,081)
     Changes in operating assets and liabilities:
      (Increase) decrease in receivables ...................................         (1,185)          2,557
      (Increase) decrease in inventories ...................................          3,226          (4,208)
      (Increase) decrease in prepaid expenses ..............................         (1,412)         (2,409)
      (Increase) decrease in other assets ..................................           (162)           (832)
      Increase (decrease) in accounts payable ..............................            175          (7,322)
      Increase (decrease) in accrued liabilities and long-term
       portion of self-insurance reserves ..................................          9,497          11,728
                                                                                  ---------       ---------

Net cash provided by operating activities ..................................         30,582             956
                                                                                  ---------       ---------

INVESTING ACTIVITIES:
Purchase of property and equipment .........................................        (34,382)        (32,520)
Proceeds from sale of property and equipment and properties
  held for sale ............................................................          2,918              --
                                                                                  ---------       ---------

Net cash (used in) investing activities ....................................        (31,464)        (32,520)
                                                                                  ---------       ---------

FINANCING ACTIVITIES:
Purchase of bonds ..........................................................             --          (8,720)
Principal payments on capital lease obligations ............................           (972)         (1,456)
                                                                                  ---------       ---------

Net cash (used in) financing activities ....................................           (972)        (10,176)
                                                                                  ---------       ---------

Net decrease in cash and cash equivalents ..................................         (1,854)        (41,740)
Cash and cash equivalents at beginning of period ...........................         57,281          93,352
                                                                                  ---------       ---------

Cash and cash equivalents at end of period .................................      $  55,427       $  51,612
                                                                                  =========       =========

Interest paid ..............................................................      $  13,922       $  28,148
Income taxes paid ..........................................................      $   2,600       $    (704)
</TABLE>


See accompanying notes to unaudited consolidated financial statements.

                                       7


<PAGE>   8



                           STATER BROS. HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  JUNE 25, 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 June 25, 2000 and
the results of its operations and cash flows for the thirty-nine weeks ended
June 27, 1999 and June 25, 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 thirty-nine weeks ended June 25, 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 thirty-nine weeks ended June 27,
1999 and June 25, 2000 consists of the following:

<TABLE>
<CAPTION>

                                            39 Weeks Ended
                                            --------------
                                   June 27, 1999        June 25, 2000
                                   -------------        -------------
                                            (In thousands)

<S>                                <C>                 <C>
Federal income taxes (benefit)      $       5,233       $      (4,552)
State income taxes (benefit)                  923              (1,251)
                                    -------------       -------------
                                    $       6,156       $      (5,803)
                                    =============       =============
</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 $924,000 and $1,081,000 for the thirty-nine weeks ended June 27, 1999 and
June 25, 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>

                                      39 Weeks Ended
                                      --------------
                             June 27, 1999      June 25, 2000
                             -------------      -------------
                                      (In thousands)
<S>                          <C>                <C>
Current assets               $      15,633      $      15,013
Non-current assets                 106,971            102,066
Current liabilities                 24,631             22,070
Non-current liabilities             79,019             73,650
Shareholder's equity                18,954             21,359

Sales                              130,045            133,561
Gross profit                        13,868             21,562
Net income                   $       2,115      $       1,719
</TABLE>

                                       8
<PAGE>   9
                           STATER BROS. HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  JUNE 25, 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 from operations for the current
period exclude a non-recurring gain of approximately $1.1 million ($1.9 million
net of tax effect of $0.8 million) related to early retirement of bonds.

<TABLE>
<CAPTION>

                                     13 Weeks Ended                     39 Weeks Ended
                                     --------------                      --------------
                                June 27,          June 25,          June 27,         June 25,
                                  1999              2000              1999            2000
                                  ----              ----              ----             ----
                                         (In thousands, excepts per share amounts)

                              (Pro forma)        (Unaudited)       (Pro forma)      (Unaudited)
<S>                           <C>               <C>               <C>               <C>
Sales                         $    608,325      $    607,300      $  1,823,992      $  1,811,754

Net income (loss) before
    extraordinary gain        $      7,264      $        751      $      8,726      $     (8,350)

Earnings (loss) per
    common share before
    extraordinary gain        $     145.28      $      15.02      $     174.52      $    (167.00)
</TABLE>


NOTE 7 - EXTRAORDINARY GAIN FROM EARLY RETIREMENT OF DEBT

      In the third quarter of fiscal 2000, the Company retired $11 million of
10.75% Senior Notes due 2006. The Company realized an extraordinary gain of $1.1
million ($1.9 million less tax effect of $0.8 million) associated with the early
retirement of such bonds in the third quarter of fiscal 2000.


                                       9

<PAGE>   10


                           STATER BROS. HOLDINGS INC.
                                  JUNE 25, 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 third
            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 were


                                       10
<PAGE>   11

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

            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 thirty-nine
            weeks ended June 25, 2000 and June 27, 1999.
<TABLE>
<CAPTION>

                                               Thirteen Weeks               Thirty-nine Weeks
                                               --------------               -----------------
                                             2000           1999           2000           1999
                                           -------        -------        -------        -------
<S>                                        <C>            <C>            <C>            <C>
Sales                                       100.00%        100.00%        100.00%        100.00%
Gross profit                                 25.11          23.94          24.56          23.62
Operating expenses:
    Selling, general and
         administrative expense              21.80          20.28          21.99          20.08
    Depreciation and amortization             1.08           0.90           1.04           0.89
    Acquisition integration expenses             -              -           0.25              -
Operating profit                              2.23           2.76           1.28           2.65
Interest income                               0.08           0.17           0.12           0.18
Interest expense                             (2.20)         (1.72)         (2.24)         (1.72)
Equity in earnings from
    unconsolidated affiliate                  0.10             --           0.06            .07
Other income (loss) - (net)                     --             --             --           (.02)
Net income (loss) before income taxes
  (benefit) and extraordinary gain            0.21%          1.21%         (0.78%)         1.16%
</TABLE>

            Total sales for the thirteen weeks ended June 25, 2000, the third
            quarter of fiscal 2000, increased 37.7% and amounted to $607.3
            million compared to $441.1 million for the same period in the prior
            year. Total sales for the thirty-nine weeks ended June 25, 2000,
            increased 36.8% and amounted to $1.8 billion compared to $1.3
            billion for the same period in the prior year. The increase in total
            sales in the third 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 2.3% (before
            erosion of like store sales of 0.7% to newly acquired stores) for
            the thirteen-week period ended June 25, 2000. Like store sales
            increased 2.0% (before erosion of like store sales of 0.7% to newly
            acquired stores) for the thirty-nine week period ended June 25,
            2000. The like store sales increases for the third quarter and year


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

            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 June 25, 2000 and June 27, 1999, respectively.

            Gross profit for the thirteen weeks ended June 25, 2000, amounted to
            $152.5 million or 25.11% of sales compared to $105.6 million or
            23.94% of sales in the same period of the prior year. The increase
            in gross profit, as a percentage of sales, in the third quarter of
            2000 was due to several factors including the introduction of higher
            gross margin products achieved through the Company's general
            merchandise expansion program, expanded produce selection and
            service meat cases. Gross profit for the third 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 $2.4 million for the incremental price
            increases during the third quarter of 1999.

            Gross profit for the thirty-nine weeks ended June 25, 2000, amounted
            to $445.0 million or 24.56% of sales compared to $312.8 million or
            23.62% 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 $8.2
            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 June 25, 2000, selling,
            general and administrative expenses amounted to $132.4 million or
            21.80% of sales compared to $89.5 million or 20.28% of sales for the
            thirteen weeks ended June 27, 1999. For the thirty-nine weeks ended
            June 25, 2000, selling, general and administrative expenses amounted
            to $398.4 million or 21.99% of sales compared to $265.9 million or
            20.08% of sales for the thirty-nine weeks ended June 27, 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 has implemented
            corrective actions that have reduced both labor and advertising
            expenses.

            Depreciation and amortization expenses amounted to $6.6 million and
            $18.9 million for the third quarter and year to date periods ended
            June 25, 2000, respectively. Depreciation and amortization expenses
            amounted to $3.9 million and $11.8 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.

            Acquisition integration expenses amounted to $4.6 million for the
            fiscal year to date ended June 25, 2000 and were related to the
            acquisition of the 43 supermarkets. No additional acquisition
            integration expenses were incurred during the third quarter nor

                                       12
<PAGE>   13
                           STATER BROS. HOLDINGS INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


            are any anticipated in the future. 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 income for the third quarter of 2000 amounted to $13.6
            million or 2.23% of sales compared to $12.2 million or 2.76% of
            sales for the third quarter of 1999. Operating profit for the fiscal
            year to date of 2000 amounted to $23.1 million or 1.28% of sales
            compared to an operating profit of $35.1 million or 2.65% of sales
            for the fiscal year to date of 1999.

            Interest expense amounted to $13.4 million for the third quarter of
            2000 compared to $7.6 million for the third quarter of 1999. For the
            fiscal year to date of 2000 and 1999, interest expense amounted to
            $40.5 million and $22.7 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 $601,000 for the third quarter of fiscal 2000 compared
            to $59,000 in the third 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 $1,081,00 and
            $924,000, respectively. 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 $2.4 million and $8.2 million for the third quarter
            and fiscal year to date of 1999, respectively.

            Income before income taxes and extraordinary gain amounted to $1.3
            million and $5.4 million for the third quarter of 2000 and 1999,
            respectively. Income before income taxes and extraordinary gain
            amounted to a loss of $14.2 million and income of $15.4 million for
            the thirty-nine weeks year to date periods of 2000 and 1999,
            respectively.

            The Company realized an extraordinary gain of $1.1 million ($1.9
            million less tax effect of $0.8 million) in the third quarter of
            fiscal 2000 associated with the early retirement of $11 million of
            10.75% Senior Notes due 2006.

            Net income for the third quarter amounted to $1.9 million and $3.2
            million for 2000 and 1999, respectively. Net income for the fiscal
            year to date periods amounted to a loss of $7.2 million and income
            of $9.2 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 June 25, 2000 and a
            letter of credit facility with a maximum availability of $25.0
            million, of which $15.0 million was available at June 25, 2000. The
            letter of credit facility is maintained pursuant to the Company's

                                       13
<PAGE>   14

            workers' compensation and general liability self-insurance
            requirements.

            Working capital amounted to $86.8 million at June 25, 2000 and
            $130.9 million at September 26, 1999, and the Company's current
            ratios were 1.50:1, and 1.79:1, respectively. Fluctuations in
            working capital and current ratios are not unusual in the industry.

            The net cash provided by operating activities in the thirty-nine
            weeks ended June 25, 2000 amounted to $1.0 million compared to net
            cash provided by operating activities of $30.6 million for the
            thirty-nine weeks ended June 27, 1999. Fluctuations in net cash
            provided by or used in operating activities are not unusual in the
            industry. Cash provided by operating activities in fiscal 2000 of
            $1.0 million consisted of increases in inventories in both the
            warehouses and the supermarkets of $4.2 million, an increase in
            prepaid expenses of $2.4 million, a decrease in accounts receivable
            of $2.6 million, an increase in deferred taxes of $7.2 million, a
            decrease in accounts payable of $7.3 million and an increase in
            accrued liabilities of $11.7 million.

            Net cash used in investing activities for the thirty-nine weeks
            ended June 25, 2000, amounted to $32.5 million, compared to $31.5
            million for the thirty-nine weeks ended June 27, 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 $32.5 million in the fiscal year to
            date of 2000 compared to $34.4 million in the fiscal year to date of
            1999. During the fiscal year to date of 2000, capital expenditures
            of $21.8 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 $10.2 million and
            $1.0 million for the thirty-nine weeks ended June 25, 2000, and June
            27, 1999, respectively, and consisted of payments on the Company's
            capitalized lease obligations and repurchase of bonds for $8.7 in
            the third quarter of fiscal 2000.

            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

            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 June 25, 2000, for purposes of the credit facility with Bank
            of America, Stater Bros. Markets was in compliance with all of the
            restrictive covenants. Stater Bros. Markets exceeded the minimum net
            worth covenant by approximately $101.6 million and exceeded minimum
            inventory coverage by approximately $61.8 million. The minimum
            EBITDA (as defined) covenant measurement period begins (as amended)
            in the quarter ended June 25, 2000, and requires an annualized
            minimum EBITDA of $75.0 million. Stater Bros. Markets exceeded
            annualized minimum EBITDA by approximately $10.0 million.

            As of June 25, 2000, for purposes of the credit facility with Bank
            of America, Stater Bros. Holdings Inc. was in compliance with all
            restrictive covenants.

            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 June 25, 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

                                       15
<PAGE>   16
                           STATER BROS. HOLDINGS INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


            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.

            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.
                                  JUNE 25, 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 the third quarter ended June 25, 2000, the Company's
            operating entity Stater Bros. Markets entered into employment
            contracts with 48 members of Senior Management.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)         Exhibits

                          Exhibits are as follows:

            EXHIBIT NO.   DESCRIPTION
            -----------   -----------

            10.20  (1)    Employment contract dated June 1, 2000 by and between
                          Stater Bros. Markets and Jack H. Brown.

            10.21  (1)    Employment contract dated June 1, 2000 by and between
                          Stater Bros. Markets and Donald I. Baker.

            10.22  (1)    Employment contract dated June 1, 2000 by and between
                          Stater Bros. Markets and A. Gayle Paden.

            11            Calculation of Earnings Per Common Share

            27            Financial Data Schedule

                   (1)    Filed with the Security and Exchange
                          Commission as exhibits to the Registrant's
                          Quarterly Report on form 10Q dated June 25,
                          2000 and filed on August 9, 2000.

            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:  August 7, 2000    /s/  Jack H. Brown
                                              ----------------------------------
                                              Jack H. Brown
                                              Chairman of the Board, President,
                                              and Chief Executive Officer

                     Date: August 7, 2000     /s/        Phillip J. Smith
                                              ----------------------------------
                                              Phillip J. Smith
                                              Vice President and Controller
                                              (Chief Accounting Officer)

                                       19