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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 15, 1999
STATER BROS. HOLDINGS INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 001-13222 33-0350671
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
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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 or former address, if changed since last report)
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Item 5. Other Events.
On July 15, 1999, Stater Bros. Holdings Inc., a Delaware corporation
(the "Company"), issued a press release announcing that, pursuant to the terms
of the Company's Offer to Purchase and Consent Solicitation Statement dated July
1, 1999, it had received the requisite consents from registered holders
representing approximately 97% of the outstanding principal amount of its 11%
Senior Notes due 2001 (the "11% Notes") and 100% of the outstanding principal
amount of its 9% Senior Subordinated Notes due 2004 (the "9% Notes,"
collectively with the 11% Notes, the "Notes") to amend the indentures under
which the Notes were issued. The Company intends promptly to execute
supplemental indentures reflecting the proposed amendments to the indentures.
Pursuant to Securities and Exchange Commission Rule 135c, the Company
also disclosed in the press release that it intends to issue $440.0 million
aggregate principal amount of senior notes due 2006 (the "New Notes"). The
press release disclosed that a portion of the proceeds from the issuance of the
New Notes will be used to finance the tender offer and that the New Notes will
be governed by the terms of a new indenture. The press release also disclosed
that the New Notes will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
A copy of the press release is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibit No. Description
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<S> <C>
99.1 Company's press release, dated July 15, 1999, announcing its
receipt of the requisite consents to amend the indentures
under which its Notes were issued
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
STATER BROS. HOLDINGS INC.,
a Delaware corporation
By: /s/ Bruce D. Varner
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Name: Bruce D. Varner
Title: Secretary
July 16, 1999
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EXHIBIT 99.1
Stater Bros. Holdings Inc. Announces Achievement of Requisite Consents
And $440.0 million Senior Note Offering
Colton, California, July 16, 1999 -- Stater Bros. Holdings Inc. ("Stater Bros.")
announced that as of 5:00 p.m., New York City time, on July 15, 1999, it had
received consents and tenders from registered holders representing approximately
97% of the outstanding principal amount of its 11% Senior Notes due 2001 (the
"11% Notes") and 100% of the outstanding principal amount of its 9% Senior
Subordinated Notes due 2004 (the "9% Notes", collectively with the 11% Notes,
the "Notes"). The Notes are the subject of a concurrent cash tender offer and
consent solicitation, which commenced July 1, 1999.
As the Company has received the consent of the requisite aggregate principal
amounts of the Notes outstanding, the Company intends promptly to cause the
execution of the supplemental indentures reflecting the proposed amendments to
the indentures governing the Notes.
As previously announced, the tender offer will expire at 12:00 Midnight, New
York City time, on July 29, 1999, unless extended. Holders may tender their
Notes until such date. Noteholders must consent to the proposed amendments in
order to validly tender.
Stater Bros. intends to finance the tender offer with a portion of the net
proceeds from an offering of $440.0 million principal amount of senior notes due
2006 (the "New Senior Notes"). The New Senior Notes will be governed by the
terms of a new indenture. The New Senior Notes will not be registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consents with respect to the Notes. The offer and
consent solicitation are made solely by the Offer to Purchase and Consent
Solicitation Statement dated July 1, 1999.
Stater Bros. is the largest independently-owned supermarket chain in Southern
California. The first Stater Bros. market opened in 1936 in Yucaipa, California,
which is located in the Inland Empire region of Southern California. The
Company currently operates 112 supermarkets, 81 of which are located in the
Inland Empire counties of San Bernardino and Riverside, one of the fastest
growing areas in the United States. Stater Bros. is privately owned and is
headquartered in Colton, California.
On May 7, 1999, Stater Bros. entered into an agreement with Albertson's, Inc. to
purchase 43 supermarkets and one future store site. The purchase price for the
supermarkets and future store site is estimated to be $147 million, consisting
of $108 million for land, buildings and equipment plus the value of inventories
on hand at closing, estimated to be $39 million. The 43 supermarkets acquired
from Albertson's are located as follows: Orange County (14 supermarkets), Los
Angeles County (14 supermarkets), San Diego County (10 supermarkets) and
Riverside County (5 supermarkets).
