Last year, Marsh's board of directors created a special committee of independent director and hired Merrill Lynch & Co. to consider strategic alternatives. The committee approved entering into the letter of intent, but the final transaction will be left up to the company's shareholders. Under the agreement, Marsh has vowed not to solicit alternative transactions before May 11, 2006.

Gary Talarico, managing director of Sun Capital, implied in a released statement that Sun Partners would make little changes with Marsh's management structure. "We are enthusiastic about Marsh's dominance in its core markets and look forward to working with the management team and employees of the company to continue to deliver excellent value to customers and the communities that Marsh serves," he said.

This is the latest in a series of grocery-chain shakeups. Recently announced, Supervalu will be closing its $12.6-billion acquisition of Albertsons stores by mid June. At the end of March, Kings Supermarkets, a chain of 26 stores mostly in New Jersey, announced its sale to British retailer Marks & Spencer, for $61.5 million. And last year, Jacksonville, FL-based Winn-Dixie filed for bankruptcy and has since announced 326 store closings, leaving it with 587 units.