<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STATER BROS. HOLDINGS INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0350671
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
21700 Barton Road
Colton, California 92324
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be
------------------- Registered
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9% Senior Subordinated Notes due 2004 American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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The information called for by this item is incorporated by reference to
the information set forth under the caption entitled "Description of the New
Notes" in the Prospectus included in the Registrant's Registration Statement on
Form S-4 (Registration No. 333-34113), as filed on August 21, 1997 with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and as amended by Amendment No. 1 to the Registration
Statement filed with the Commission on October 10, 1997 and Amendment No. 2 to
the Registration Statement filed with the Commission on October 17, 1997.
Item 2. Exhibits.
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Exhibit No. Description
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1(1) Specimen 9% Senior Subordinated Note due 2004
2(2) Indenture
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(1) Previously filed as Exhibit 4.3 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 (File No. 333-34113) and
incorporated herein by reference.
(2) Previously filed as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-4 (File No. 333-34113) and incorporated herein by
reference.
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
STATER BROS. HOLDINGS INC.
Date: December 18, 1997 By: /s/ Bruce D. Varner
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Bruce D. Varner
Secretary
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Sequentially Numbered
Page in Registration
EXHIBIT DESCRIPTION OF EXHIBIT Statement
- ------- ---------------------- --------------------
<C> <S> <C>
1(1) Specimen 9% Senior Subordinated Note
due 2004 N/A
2(2) Indenture N/A
</TABLE>
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(1) Previously filed as Exhibit 4.3 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 (File No. 333-34113) and incorporated
herein by reference.
(2) Previously filed as Exhibit 4.1 to the Registrant's Registration Statement
on Form S-4 (File No. 333-34113) and incorporated herein by reference.
4
