<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1998
REGISTRATION NO. 333-57611
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
GROVE WORLDWIDE LLC GROVE CAPITAL, INC.
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
6719 6799
(Primary Standard Industrial (Primary Standard Industrial
Classification Code Number) Classification Code Number)
23-2955766 25-1806448
(I.R.S. Employer Identification (I.R.S. Employer Identification
Number) Number)
1565 BUCHANAN TRAIL EAST 1565 BUCHANAN TRAIL EAST
SHADY GROVE, PENNSYLVANIA 17256 SHADY GROVE, PENNSYLVANIA 17256
(717) 597-8121 (717) 597-8121
(Address, including zip code, (Address, including zip code,
and telephone number, including and telephone number, including
area code, of registrant's area code, of registrant's
principal executive offices) principal executive offices)
</TABLE>
SALVATORE J. BONANNO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GROVE WORLDWIDE LLC
1565 BUCHANAN TRAIL EAST
SHADY GROVE, PENNSYLVANIA 17256
(717) 597-8121
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
WITH A COPY TO:
MARK S. BERGMAN, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 373-3000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------------
If the Securities registered on this Form are to be offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ______
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ______
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE>
TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
STATE OR OTHER
JURISDICTION PRIMARY STANDARD IRS EMPLOYER
OF INDUSTRIAL CLASSIFICATION IDENTIFICATION
NAME INCORPORATION CODE NUMBER NUMBER
- ---------------------------------------- -------------- ------------------------- --------------
<S> <C> <C> <C>
Grove U.S. LLC (a)...................... Delaware 3531 23-2955767
Grove Finance LLC (a)................... Delaware 6799 25-1806573
Crane Acquisition Corp. (a)............. Delaware 6719 52-2089451
Crane Holding Inc. (a).................. Delaware 6719 51-0305209
National Crane Corporation (a).......... Delaware 3531 22-2196756
<CAPTION>
ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANTS' PRINCIPAL
NAME EXECUTIVE OFFICES
- ---------------------------------------- --------------------------------------
<S> <C>
Grove U.S. LLC (a)...................... 1565 Buchanan Trail East
Shady Grove, Pennsylvania 17256
(717) 597-8121
Grove Finance LLC (a)................... 1565 Buchanan Trail East
Shady Grove, Pennsylvania 17256
(717) 597-8121
Crane Acquisition Corp. (a)............. 11200 Number 148
Waverly, Nebraska 68462
(402) 786-6300
Crane Holding Inc. (a).................. 11200 Number 148
Waverly, Nebraska 68462
(402) 786-6300
National Crane Corporation (a).......... 11200 Number 148
Waverly, Nebraska 68462
(402) 786-6300
</TABLE>
- --------------------------
(a) The Notes (as defined on page 1) are guaranteed fully and unconditionally,
on a joint and several basis, by each of the direct and indirect
wholly-owned domestic subsidiaries of Grove Worldwide LLC (other than Grove
Capital, Inc.) (the "Subsidiary Guarantors").
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 18-108 of the Delaware Limited Liability Company Act, as amended
(the "Act"), grants a Delaware limited liability company the power, subject to
such standards and restrictions, if any, as are set forth in its limited
liability company agreement to indemnify and hold harmless any member or manager
or other person from and against any and all claims and demands whatsoever.
Section 6.1 of the Grove Worldwide LLC ("Grove") Amended and Restated
Limited Liability Company Agreement (the "Operating Agreement") provides that a
member shall not be personally liable for any debt, obligation or other
liability of Grove, whether arising in contract, tort or otherwise, except that
a member shall remain personally liable for the payment of any capital
contributions required by Article III regarding distributions to the members,
and as otherwise provided in the Operating Agreement, the Act and any other
applicable law. Section 6.2 of the Operating Agreement provides that any
affiliate of a member, and any officer, director, shareholder, partner, member,
employee or agent of a member or any affiliate thereof, and any officer,
employee or expressly authorized agent of Grove or its affiliates is a "Covered
Person." No Covered Person shall be liable to Grove or any other Covered Person
for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Covered Person in good faith on behalf of Grove and
in a manner reasonably believed to be within the scope of authority conferred on
such Covered Person by the Operating Agreement, except that a Covered Person
shall be liable for any such loss, damage or claim incurred by reason of such
Covered Person's gross negligence or willful misconduct. A Covered Person shall
be fully protected in relying in good faith upon the records of Grove and upon
such information, opinions, reports or statements presented to Grove by any
person as to matters the Covered Person reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of Grove, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the existence and amount of
assets from which distributions to s might properly be paid.
Section 145 of the Delaware General Corporation Law (the "DGCL") grants a
Delaware corporation the power to indemnify any director, officer, employee or
agent against reasonable expenses (including attorneys' fees) incurred by him in
connection with any proceeding brought by or on behalf of the corporation and
against judgments, fines, settlements and reasonable expenses (including
attorneys' fees) incurred by him in connection with any other proceeding, if (a)
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and (b) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. Except as ordered by a court, however, no indemnification is to be
made in connection with any proceeding brought by or in the right of the
corporation where the person involved is adjudged to be liable to the
corporation.
Section 8 of the Grove Capital, Inc. ("Grove Capital") certificate of
incorporation and Article 8 of Grove Capital's by-laws provide that Grove
Capital shall to the extent not prohibited by law, indemnify any person who is
or was made, or threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding (a "Proceeding"), whether civil, criminal,
administrative or investigative, including, without limitation, an action by or
in the right of Grove Capital to procure a judgment in its favor, by reason of
the fact that such person, or a person of whom such person is the legal
representative, is or was a director or officer of Grove Capital, or, at the
request of Grove Capital, is or was serving as a director or officer of any
other corporation or in a capacity with comparable authority or responsibilities
for any partnership, joint venture, trust, employee benefit plan or other
enterprise (an "Other Entity"), against judgments, fines, penalties, excise
taxes, amounts paid in settlement and costs, charges and expenses (including
attorneys' fees, disbursements and other charges). Persons who are not directors
or
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<PAGE>
officers of Grove Capital (or otherwise entitled to indemnification pursuant to
the preceding sentence) may be similarly indemnified in respect of service to
Grove Capital or to an Other Entity at the request of Grove Capital to the
extent the board of directors of Grove Capital at any time specifies that such
persons are entitled to the benefits of this Article 8.
Section 102(b)(7) of the DGCL permits the elimination or limitation of
directors' personal liability to the corporation or its stockholders for
monetary damages for breach of fiduciary duties as a director except for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law, (iii) breaches under Section 174 of the DGCL,
which relate to unlawful payments of dividends or unlawful stock repurchase or
redemptions, and (iv) any transaction from which the director derived an
improper personal benefit.
Section 7 of Grove Capital's certificate of incorporation limits the
personal liability of directors of the company to the fullest extent permitted
by paragraph (7) of subsection (b) of Section 102 of the DGCL.
Each of Grove U.S. LLC and Grove Finance LLC, Crane Acquisition Corp., Crane
Holding Inc. and National Crane Corporation (collectively, the "Subsidiary
Guarantors") is a direct or indirect wholly owned subsidiary of Grove.
Grove U.S. LLC and Grove Finance LLC are Delaware limited liability
companies. Section 18-108 of the Act grants a Delaware limited liability company
the power, subject to such standards and restrictions, if any, as are set forth
in its limited liability company agreement, to indemnify and hold harmless any
member or manager or other person from and against any and all claims and
demands whatsoever.
Section 6.1 of each of the Grove U.S. LLC and Grove Finance LLC Amended and
Restated Limited Liability Company Agreements provides that a member shall not
be personally liable for any debt, obligation or other liability of such
company, whether arising in contract, tort or otherwise, except that a member
shall remain personally liable for the payment of any capital contributions
required by Article III regarding distributions to the members, and as otherwise
provided in the Amended and Restated Limited Liability Company Agreements, the
Act and any other applicable law. Section 6.2 of each of the Amended and
Restated Limited Liability Company Agreements provides that any affiliate of a
member, and any officer, director, shareholder, partner, member, employee or
agent of a member or any affiliate thereof, and any officer, employee or
expressly authorized agent of such company or its affiliates is a "Covered
Person." No Covered Person shall be liable to such company or any other Covered
Person for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Covered Person in good faith on behalf of such
company and in a manner reasonably believed to be within the scope of authority
conferred on such Covered Person by the Amended and Restated Limited Liability
Company Agreements , except that a Covered Person shall be liable for any such
loss, damage or claim incurred by reason of such Covered Person's gross
negligence or willful misconduct. A Covered Person shall be fully protected in
relying in good faith upon the records of such company and upon such
information, opinions, reports or statements presented to such company by any
person as to matters the Covered Person reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of such company, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which distributions to s might properly be paid.
Section 8 of the Crane Acquisition Corp. certificate of incorporation and
Article 8 of the Crane Acquisition Corp. by-laws provide that Crane Acquisition
Corp. shall to the extent not prohibited by law, indemnify any person who is or
was made, or threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding (a "Proceeding"), whether civil, criminal,
administrative or investigative, including, without limitation, an action by or
in the right of Crane Acquisition Corp. to procure a judgment in its favor, by
reason of the fact that such person, or a person of whom such person is the
legal representative, is or was a director or officer of Crane Acquisition
Corp., or, at the request of Crane
II-2
<PAGE>
Acquisition Corp., is or was serving as a director or officer of any other
corporation or in a capacity with comparable authority or responsibilities for
any partnership, joint venture, trust, employee benefit plan or other enterprise
(an "Other Entity"), against judgments, fines, penalties, excise taxes, amounts
paid in settlement and costs, charges and expenses (including attorneys' fees,
disbursements and other charges). Persons who are not directors or officers of
Crane Acquisition Corp. (or otherwise entitled to indemnification pursuant to
the preceding sentence) may be similarly indemnified in respect of service to
Crane Acquisition Corp. or to an Other Entity at the request of Crane
Acquisition Corp. to the extent the board of directors of Crane Acquisition
Corp. at any time specifies that such persons are entitled to the benefits of
each of their individual indemnification provisions.
Article 9 of each of the Crane Holding Inc. and National Crane Corporation
amended and restated by-laws provide that Crane Holding Inc. and National Crane
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such Company) by reason of the fact that such
person is or was a director, officer, employee or agent of such Company, or is
or was serving at the request of such Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' and other professionals'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of such Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order settlement, conviction, or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of such Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the conduct was unlawful.
Section 18-108 of the Act grants a Delaware limited liability company the
power, subject to such standards and restrictions, if any, as are set forth in
its limited liability company agreement to indemnify and hold harmless any
member or manager or other person from and against any and all claims and
demands whatsoever. Section 145 of the DGCL grants a Delaware corporation the
power to indemnify any director, officer, employee or agent against reasonable
expenses (including attorneys' fees) incurred by him in connection with any
proceeding brought by or on behalf of such company and against judgments, fines,
settlements and reasonable expenses (including attorneys' fees) incurred by him
in connection with any other proceeding, if (a) he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
such company, and (b) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. Except as ordered by a
court, however, no indemnification is to be made in connection with any
proceeding brought by or in the right of such company where the person involved
is adjudged to be liable to such company.
The Directors' and Officers' Liability and Reimbursement Insurance Policy
covering Grove, Grove Capital and the Subsidiary Guarantors is designed to
reimburse Grove, Grove Capital and the Subsidiary Guarantors for any payments
made by them pursuant to the foregoing indemnification. Such policy has
aggregate coverage of $10.0 million.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Grove, Grove
Capital and each of the Subsidiary Guarantors pursuant to the foregoing
provisions, Grove, Grove Capital and each of the Subsidiary Guarantors has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Pursuant to Section 8 of the Registration Rights Agreement, the holders of
the Notes have agreed to indemnify Grove, Grove Capital and each of the
Subsidiary Guarantors and their directors and controlling
II-3
<PAGE>
persons against any losses, claims, damages, liabilities or expenses that may
arise out of an untrue statement or alleged untrue statement of or omission to
state a material fact, contained in the registration statement or prospectus,
but only with reference to information relating to such holder furnished in
writing to Grove and Grove Capital.
The Purchase Agreement dated as of April 29, 1998, by and among Grove, Grove
Capital, the Subsidiary Guarantors and Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"), Chase Securities Inc. ("Chase Securities") and BancBoston
Securities Inc. ("BancBoston Securities" and, together with DLJ and Chase
Securities, the "Initial Purchasers"), contains provisions by which the Initial
Purchasers agree to indemnify Grove, Grove Capital and the Subsidiary Guarantors
and their respective directors, officers and controlling persons against any
losses, claims, damages, liabilities or expenses that may arise out of an untrue
statement or alleged untrue statement of or omission to state a material fact,
contained in the registration statement or prospectus, but only with reference
to information relating to such holder furnished in writing to Grove and Grove
Capital.
Section 12.07 of the Indenture dated as of April 29, 1998, by and among
Grove, Grove Capital, the Subsidiary Guarantors and the United States Trust
Company of New York provides that the holders of the Notes have agreed to waive
all liability for any obligations incurred by Grove or Grove Capital under the
Notes, the Indenture or the Subsidiary Guarantees or for any claim based on, in
repsect of, or by reason of such obligations or their creation, against any
incorporator, member, director, officer, employee or stockholder, as such, of
Grove or Grove Capital, and have agreed to the release of such persons from any
such liability.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ---------------------------------------------------------------------------------------------------------
<C> <S>
1.1* Purchase Agreement dated as of April 29, 1998, by and among Grove, Grove Capital, the Subsidiary
Guarantors and Donaldson, Lufkin & Jenrette Securities Corporation, Chase Securities Inc. and
BancBoston Securities Inc.
3.1* Amended and Restated Limited Liability Company Agreement of Grove.
3.2* Articles of Incorporation of Grove Capital.
3.3* By-laws of Grove Capital.
3.4* Amended and Restated Limited Liability Company Agreement of Grove U.S. LLC.
3.5* Amended and Restated Limited Liability Company Agreement of Grove Finance LLC.
3.6* Articles of Incorporation of Crane Acquisition Corp.
3.7* By-laws of Crane Acquisition Corp.
3.8* Articles of Incorporation of Crane Holding Inc.
3.9* By-laws of Crane Holding Inc.
3.10* Articles of Incorporation of National Crane Corporation.
3.11* By-laws of National Crane Corporation.
4.1* Indenture dated as of April 29, 1998, by and among Grove, Grove Capital, the Subsidiary Guarantors and
the United States Trust Company of New York (the "Indenture").
4.2* Form of 9 1/4% Senior Subordinated Notes due 2008 (see Exhibit A of the Indenture).
4.3 Form of new 9 1/4% Senior Subordinated Notes due 2008.
4.4* Registration Rights Agreement dated as of April 29, 1998, by and among Grove, Grove Capital, the
Subsidiary Guarantors and the Initial Purchasers.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ---------------------------------------------------------------------------------------------------------
<C> <S>
4.5* Credit Agreement dated April 29, 1998, by and among Grove, Grove Capital and Chase Bank of Texas,
National Association, as administrative agent, Donaldson, Lufkin & Jenrette Securities Corporation, as
documentation agent, and BankBoston, N.A., as syndication agent.
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to validity of the Notes.
8.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to certain federal income tax matters.
10.1* Stock and Asset Purchase Agreement, dated March 10, 1998 (the "Acquisition Agreement"), by and among
Grove and Hanson Funding (G) Limited, Deutsche Grove Corporation, Hanson America Holdings (4) Ltd.,
Grove France SA, Kidde Industries, Inc. and Hanson Finance PLC (collectively, the "Sellers").
10.2* Amendment to the Acquisition Agreement, dated April 29, 1998, by and among the Grove and the Sellers.
10.3* George Group Consulting Agreement dated as of April 29, 1998 by and between Grove and George Group Inc.
10.4* Employment Agreement dated as of March 5, 1998 by and between Grove and Salvatore J. Bonanno.
10.5* Change of Control Agreement dated July 24, 1997 by and between Grove and James A. Kolinski.
10.6* Change of Control Agreement dated July 24, 1997 by and between Grove and Joseph A. Shull.
10.7* Change of Control Agreement dated July 24, 1997 by and between Grove and Robert J. Sliwa.
10.8* Change of Control Agreement dated July 24, 1997 by and between Grove and Keith R. Simmons.
10.9* Change of Control Agreement dated July 24, 1997 by and between Grove and Theodore J. Urbanek.
10.10* Change of Control Agreement dated July 24, 1997 by and between Grove and G. Fred Heidinger.
10.11* Grove Investors LLC Management Option Plan.
10.12* Grove Worldwide LLC Short-Term Incentive Plan.
10.13* Guarantee and Collateral Agreement by Grove Holdings LLC, Grove, Grove Capital, Inc. and certain of their
subsidiaries in favor of Chase Bank of Texas, National Association, as administrative agent.
10.14* Software License and Support Agreement, dated June 29, 1996, between Baan U.S.A. Inc. and Grove North
America, Division of Kidde Industries, Inc., and amended by Addendum No. One, dated June 29, 1996.
10.15* Professional Services Agreement, dated June 26, 1996, between Baan U.S.A. Inc. and Grove North America,
Division of Kidde Industries, Inc., and amended by Addendum No. One, dated June 29, 1996.
10.16* Consent Letter, dated April 27, 1998 from Grove to Baan U.S.A. Inc.
12.1* Statement of Computation of Ratios of Earnings to Fixed Charges.
21.1* Subsidiaries of the Company.
23.1* Consent of Price Waterhouse LLP.
23.2* Consent of Ernst & Young LLP.
23.3* Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in the opinions filed as Exhibits 5.1 and
8.1 of this Registration Statement).
24.1* Powers of Attorney (contained on signature pages).
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ---------------------------------------------------------------------------------------------------------
<C> <S>
25.1 Form T-1 Statement of Eligibility of the United States Trust Company of New York to act as trustee under
the Indenture.
27.1* Financial Data Schedule.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9
99.4 Form of Securities Dealers, Commercial Banks, Trust Companies and Other Nominees Letter
99.5 Form of Client Letter
</TABLE>
- ------------------------
* Previously filed.
(B) FINANCIAL STATEMENTS SCHEDULE
S-1 VALUATION AND QUALIFYING ACCOUNTS
ITEM 22. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officers or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities
II-6
<PAGE>
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering;
(4) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the Issuers undertake that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form;
(5) That every prospectus (i) that is filed pursuant to paragraph (4)
immediately proceeding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933 and is used in connection
with a offering of securities subject to Rule 415, will be filed as part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(6) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of this Registration Statement through the date of responding
to the request; and
(7) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration Statement when
it became effective.
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, GROVE WORLDWIDE LLC HAS
DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, STATE OF NEW YORK, ON JULY 16TH, 1998.
<TABLE>
<S> <C> <C>
GROVE WORLDWIDE LLC
By /s/ SALVATORE J. BONANNO
-----------------------------------------
Salvatore J. Bonanno
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED, ON JULY 16TH, 1998.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ------------------------------ ---------------------------
<C> <S> <C>
Chairman and Chief
Executive Officer and
/s/ SALVATORE J. BONANNO Member (Principal
- ------------------------------ Executive Officer,
Salvatore J. Bonanno Principal Financial
Officer and Principal
Accounting Officer)
*
- ------------------------------ Member
J Taylor Crandall
*
- ------------------------------ Member
Michael L. George
*
- ------------------------------ Member
Gerard Grinstein
*
- ------------------------------ Member
Steven B. Gruber
*
- ------------------------------ Member
Robert B. Henske
*
- ------------------------------ Member
Gerard E. Holthaus
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ------------------------------ ---------------------------
<C> <S> <C>
*
- ------------------------------ Member
Anthony P. Scotto
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ SALVATORE J.
BONANNO
-------------------------
Salvatore J. Bonanno
ATTORNEY-IN-FACT
</TABLE>
II-9
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, GROVE CAPITAL, INC. HAS
DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, STATE OF NEW YORK, ON JULY 16TH, 1998.
GROVE CAPITAL, INC.
By /s/ SALVATORE J. BONANNO
-----------------------------------------
Salvatore J. Bonanno
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED, ON JULY 16TH, 1998.
SIGNATURES TITLE
- ------------------------------ ---------------------------
President and Chief
Executive Officer and
/s/ SALVATORE J. BONANNO Director (Principal
- ------------------------------ Executive Officer,
Salvatore J. Bonanno Principal Financial
Officer and Principal
Accounting Officer)
*
- ------------------------------ Director
Robert B. Henske
*
- ------------------------------ Director
Anthony P. Scotto
<TABLE>
<S> <C> <C> <C>
*By /s/ SALVATORE J.
BONANNO
-------------------------
Salvatore J. Bonanno
ATTORNEY-IN-FACT
</TABLE>
II-10
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, GROVE U.S. LLC HAS DULY
CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON JULY 16TH, 1998.
<TABLE>
<S> <C> <C>
GROVE U.S. LLC
By /s/ SALVATORE J. BONANNO
-----------------------------------------
Salvatore J. Bonanno
CHIEF EXECUTIVE OFFICER
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED, ON JULY 16TH, 1998.
SIGNATURES TITLE
- ------------------------------ ---------------------------
President and Chief
Executive Officer
/s/ SALVATORE J. BONANNO (Principal Executive
- ------------------------------ Officer, Principal
Salvatore J. Bonanno Financial Officer and
Principal Accounting
Officer)
/s/ SALVATORE J. BONANNO
- ------------------------------ Grove Worldwide LLC, Member
Salvatore J. Bonanno
II-11
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, GROVE FINANCE LLC HAS
DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, STATE OF NEW YORK, ON JULY 16TH, 1998.
<TABLE>
<S> <C> <C>
GROVE FINANCE LLC
BY /S/ SALVATORE J. BONANNO
-----------------------------------------
Salvatore J. Bonanno
CHIEF EXECUTIVE OFFICER AND MEMBER
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED, ON JULY 16TH, 1998.
SIGNATURES TITLE
- ------------------------------ ---------------------------
President and Chief
Executive Officer
/s/ SALVATORE J. BONANNO (Principal Executive
- ------------------------------ Officer, Principal
Salvatore J. Bonanno Financial Officer and
Principal Accounting
Officer)
/s/ SALVATORE J. BONANNO
- ------------------------------ Grove Worldwide LLC, Member
Salvatore J. Bonanno
II-12
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, CRANE ACQUISITION CORP.
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, STATE OF NEW YORK, ON JULY 16TH, 1998.
CRANE ACQUISITION CORP.
By /s/ SALVATORE J. BONANNO
-----------------------------------------
Salvatore J. Bonanno
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED, ON JULY 16TH, 1998.
SIGNATURES TITLE
- ------------------------------ ---------------------------
President and Chief
Executive Officer
/s/ SALVATORE J. BONANNO (Principal Executive
- ------------------------------ Officer, Principal
Salvatore J. Bonanno Financial Officer and
Principal Accounting
Officer)
/s/ SALVATORE J. BONANNO
- ------------------------------ Director
Salvatore J. Bonanno
II-13
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, CRANE HOLDING INC. HAS
DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, STATE OF NEW YORK, ON JULY 16TH, 1998.
CRANE HOLDING INC.
By /s/ SALVATORE J. BONANNO
-----------------------------------------
Salvatore J. Bonanno
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED, ON JULY 16TH, 1998.
SIGNATURES TITLE
- ------------------------------ ---------------------------
President and Chief
Executive Officer
/s/ SALVATORE J. BONANNO (Principal Executive
- ------------------------------ Officer, Principal
Salvatore J. Bonanno Financial Officer and
Principal Accounting
Officer)
/s/ SALVATORE J. BONANNO
- ------------------------------ Director
Salvatore J. Bonanno
II-14
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, NATIONAL CRANE
CORPORATION HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF NEW YORK, STATE OF NEW YORK, ON JULY 16TH, 1998.
NATIONAL CRANE CORPORATION
By /s/ SALVATORE J. BONANNO
-----------------------------------------
Salvatore J. Bonanno
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED, ON JULY 16TH, 1998.
SIGNATURES TITLE
- ------------------------------ ---------------------------
President and Chief
Executive Officer
/s/ SALVATORE J. BONANNO (Principal Executive
- ------------------------------ Officer, Principal
Salvatore J. Bonanno Financial Officer and
Principal Accounting
Officer)
/s/ THEODORE J. URBANEK
- ------------------------------ Director
Theodore J. Urbanek
/s/ SALVATORE J. BONANNO
- ------------------------------ Director
Salvatore J. Bonanno
II-15
<PAGE>
Exhibit 4.3
EXHIBIT A-1
(Face of Note)
9 1/4% Senior Subordinated Notes due 2008
No. $
---------- ------------------
CUSIP NO.
Grove Worldwide LLC and Grove Capital, Inc. promise to pay to
_____ or registered assigns, the principal sum of ________________ Dollars on
May 1, 2008.
Interest Payment Dates: May 1 and November 1
Record Dates: April 15 and October 15
GROVE WORLDWIDE LLC
By:
--------------------------
Name:
Title:
GROVE CAPITAL, INC.
By:
--------------------------
Name:
Title:
Dated:
----------------------
This is one of the [Global]
Notes referred to in the
within-mentioned Indenture:
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By:
--------------------------
Authorized Signatory
A-1-1
<PAGE>
(Back of Note)
9 1/4% Senior Subordinated Notes due 2008
[Unless and until it is exchanged in whole or in part for
Notes in definitive form, this Note may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner
hereof, Cede & Co., has an interest herein.](1)
Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.
1. INTEREST. Grove Worldwide LLC, a Delaware limited liability
company (the "Company") and Grove Capital, Inc. a Delaware corporation ("Grove
Capital" and together with the Company, the "Issuers"), promise to pay interest
on the principal amount of this Note at 9 1/4% per annum from November 1, 1998
until maturity and shall pay the Liquidated Damages payable pursuant to Section
5 of the Registration Rights Agreement referred to below. The Issuers will pay
interest and Liquidated Damages semi-annually on May 1 and November 1 of each
year (each an "Interest Payment Date"), or if any such day is not a Business
Day, on the next succeeding Business Day. Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided further, that the first Interest Payment Date shall be November 1,
1998. The Issuers shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.
2. METHOD OF PAYMENT. The Issuers will pay interest on the
Notes (except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the April 15 or October
15 next preceding the Interest Payment Date, even if such Notes are cancelled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Issuers maintained for such
purpose within or without the City and State of New York, or, at the option of
the Issuers, payment of interest and Liquidated Damages may be made by check
mailed to the Holders at their addresses set forth in the register of Holders;
provided that payment by wire transfer of immediately available funds will be
required with
- --------
(1) This paragraph should included only if the Note is issued in global form.
A-1-2
<PAGE>
respect to principal of and interest, premium and Liquidated Damages on, all
Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Issuers or the Paying Agent. Such payment shall be
made in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.
3. PAYING AGENT AND REGISTRAR. Initially, United States Trust
Company of New York, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Issuers may change any Paying Agent or Registrar without
notice to any Holder. The Issuers or any of their Subsidiaries may act in any
such capacity.
4. INDENTURE. The Issuers issued the Notes under an Indenture
dated as of April 29, 1998 ("Indenture") by and among the Issuers and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling. The Notes are general unsecured. Obligations of the Issuers limited
to $ 325.0 million in aggregate principal amount.
5. OPTIONAL REDEMPTION.
(a) The Issuers shall have the option to redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days' notice, in cash
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on May 1 of the years indicated below:
<TABLE>
<CAPTION>
Year Percentage
----- ----------
<S> <C>
2003...................................... 104.625%
2004...................................... 103.083%
2005...................................... 101.542%
2006 and thereafter....................... 100.000%
</TABLE>
(b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to May 1, 2001, the Issuers may (but will not
have the obligation to) on any one or more occasions redeem up to 35% of the
aggregate principal amount of Notes originally issued at a redemption price
equal to 109.250% of the principal amount thereof, plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the redemption date, with
the net cash proceeds of one or more Public Equity Offerings; provided that at
least 65% of the aggregate principal amount of Notes originally issued remain
outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Company and its Subsidiaries); and provided further, that such
redemption shall occur within 60 days of the date of the closing of such Public
Equity Offering.
6. MANDATORY REDEMPTION. Except as set forth in paragraph 7
below, the Issuers shall not be required to make mandatory redemption or sinking
fund payments with respect to the Notes.
A-1-3
<PAGE>
7. REPURCHASE AT OPTION OF HOLDER.
(a) If there is a Change of Control, the Issuers shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of (the "Change of Control Payment"). Within 30 days following any Change of
Control, the Issuers shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.
(b) When the aggregate amount of Excess Proceeds exceeds $10.0
million, the Issuers will be required to make an offer to all Holders of Notes
(an "Asset Sale Offer") to purchase the maximum principal amount of Notes that
may be purchased out of the Excess Proceeds, at an offer price in cash in an
amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest and Liquidated Damages thereon, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture. To the extent that
any Excess Proceeds remain after consummation of an Asset Sale Offer, the
Company may use such Excess Proceeds for any purpose not otherwise prohibited by
the Indenture. If the aggregate principal amount of Notes tendered into such
Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes to be purchased on a pro rata
basis. Upon completion of such offer to purchase, the amount of Excess Proceeds
shall be reset at zero.
(c) Holders of Notes that are the subject of an offer to
purchase will receive a Change of Control Offer or Asset Sale Offer from the
Issuers prior to any related purchase date and may elect to have such Notes
purchased by completing the form titled "Option of Holder to Elect Purchase"
appearing below.
8. NOTICE OF REDEMPTION. Notice of redemption will be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.
9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Issuers need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Issuers need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.
10. PERSONS DEEMED OWNERS. The registered Holder of a Note may
be treated as its owner for all purposes.
11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the then outstanding Notes and Additional Notes, if any,
voting as a single class, and any existing default or compliance with any
provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes and Additional Notes, if any, voting as a single class.
Without the consent of any Holder of a Note, the Indenture, the Subsidiary
Guarantees or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the Issuers' or
Subsidiary Guarantor's obligations to
A-1-4
<PAGE>
Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the Commission in order to
effect or maintain the qualification of the Indenture under the Trust Indenture
Act, to provide for the issuance of additional Notes in accordance with the
limitations set forth in the Indenture, or to allow any Subsidiary Guarantor to
execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee
with respect to the Notes.
12. DEFAULTS AND REMEDIES. Events of Default include: (i)
default for 30 days in the payment when due of interest or Liquidated Damages on
the Notes; (ii) default in payment when due of principal of or premium, if any,
on the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Issuers to comply with Section 4.07, 4.09 or 4.14 of the Indenture; (iv)
failure by the Issuers or any of their Restricted Subsidiaries for 30 days after
notice to the Issuers by the Trustee or the Holders of at least 25% in principal
amount of the Notes (including Additional Notes, if any) then outstanding voting
as a single class to comply with certain other agreements in the Indenture or
the Notes; (v) default under certain other agreements relating to Indebtedness
of the Company or any of its Restricted Subsidiaries which default results in
the acceleration of such Indebtedness prior to its express maturity; (vi)
certain final judgments for the payment of money that remain undischarged for a
period of 60 days; (vii) certain events of bankruptcy or insolvency with respect
to the Company or any of its Material Subsidiaries; (viii) failure by the
Company or its Subsidiaries to apply the proceeds from the Offering as set forth
under the caption "Use of Proceeds" in the Offering Memorandum relating to the
Notes prior to the 10th Business Day after the date of the Indenture; and (ix)
except as permitted by the Indenture, any Subsidiary Guarantee shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Subsidiary Guarantor or any Person
acting on its behalf shall deny or disaffirm its obligations under such
Subsidiary Guarantor's Subsidiary Guarantee. If any Event of Default occurs and
is continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable;
provided that so long as any Indebtedness permitted to be incurred pursuant to
the New Credit Agreement shall be outstanding, such acceleration shall not be
effective until the earlier of (i) an acceleration of any such Indebtedness
under the New Credit Agreement or (ii) five Business Days after receipt by the
Issuers of written notice of such acceleration. In the event of a declaration of
acceleration of the Notes because an Event of Default has occurred and is
continuing as a result of the acceleration of any Indebtedness described in
clause (v) above, the declaration of acceleration of the Notes shall be
automatically annulled if the holders of any Indebtedness described in clause
(v) above have rescinded the declaration of acceleration in respect of such
indebtedness within 30 days of the date of such declaration and if (a) the
annulment of the acceleration of Notes would not conflict with any judgment or
decree of a court of competent jurisdiction and (b) all existing Events of
Default, except nonpayment of principal or interest on the Notes that became due
solely because of the acceleration of the Notes, have been cured or waived.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Issuers are required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture,
A-1-5
<PAGE>
and the Issuers are required upon becoming aware of any Default or Event of
Default, to deliver to the Trustee a statement specifying such Default or Event
of Default.
13. TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Issuers or their Affiliates, and may otherwise deal
with the Issuers or their Affiliates, as if it were not the Trustee.
14. NO RECOURSE AGAINST OTHERS. A member, director, officer,
employee, incorporator or stockholder of the Issuers, as such, shall not have
any liability for any obligations of the Issuers under the Notes or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.
15. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.
16. ABBREVIATIONS. Customary abbreviations may be used
in the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).
17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES
AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of April 29, 1998 by and among the Issuers and the parties
named on the signature pages thereof (the "Registration Rights Agreement").
18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Issuers have
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
19. SUBORDINATION. The Notes are subordinated to Senior Debt,
which is (i) all Indebtedness outstanding under the New Credit Facility,
including any Guarantees thereof and all Hedging Obligations with respect
thereto, (ii) any other Indebtedness permitted to be incurred by the Company
under the terms of the Indenture, unless the instrument under which such
Indebtedness is incurred expressly provided that it is on a parity with or
subordinated in right of payment to the Notes and (iii) all Obligations with
respect to the foregoing. Notwithstanding anything to the contrary in the
foregoing, Senior Debt will not include (w) any liability for federal, state,
local or other taxes owed or owing by the Company, (x) any Indebtedness of the
Company to any of its Subsidiaries or other Affiliates, (y) any trade payables
or (z) any Indebtedness that is incurred in violation of this Indenture. To the
extent provided in the Indenture, Senior Debt must be paid before the Notes may
be paid. The Issuers agree and each Holder of Notes by accepting a Note consents
and agrees to the subordination provided in the Indenture and authorizes the
Trustee to give it effect.
A-1-6
<PAGE>
The Issuers will furnish to any Holder upon written request
and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to:
Grove Worldwide LLC
1565 Buchanan Trail East
Shady Grove, PA 17256
Attention: Keith Simmons, Esq.
A-1-7
<PAGE>
ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we)
assign and transfer this Note to (insert assignee's soc. sec. or tax I.D. no.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
and irrevocably appoint _______________________________________________________
to transfer this Note on the books of the Issuers. The agent may substitute
another to act for him.
Date: ________________________
Your Signature: ____________________________________
(Sign exactly as your name appears on the face of this Note)
Signature Guarantee: _______________________________
A-1-8
<PAGE>
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the
Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:
/ / Section 4.10 / / Section 4.14
If you want to elect to have only part of the Note purchased
by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state
the amount you elect to have purchased: $_____________
Date: ________________________
Your Signature: ____________________________________
(Sign exactly as your name appears on the face of this Note)
Signature Guarantee: _______________________________
A-1-9
<PAGE>
SCHEDULE OF TRANSFER OR EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(2)
The following transfers or exchanges of a part of the Global
Note for an interest in another Global Note or for Definitive Note, or transfers
or exchanges of a part of another Global Note or Definitive Note for an interest
in this Global Note, have been made:
<TABLE>
<CAPTION>
Principal Amount
Amount of Amount of increase of
decrease in in Principal this Global Note Signature of
Principal Amount Amount following such authorized Officer
of of decrease (or of Trustee or Note
Date of Exchange this Global Note this Global Note increase) Custodian
---------------- ------------------ ------------------ ---------------- ------------------
<S> <C> <C> <C> <C>
</TABLE>
- --------
(2) This schedule should only be included if the Notes are issued in global
form.
A-1-10
<PAGE>
Exhibit 5.1
[LETTERHEAD OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON]
July 9, 1998
Grove Worldwide LLC
Grove Capital, Inc.
Grove U.S. LLC
Grove Finance LLC
Crane Acquisition Corp.
Crane Holding Inc.
National Crane Corporation
1565 Buchanan Trail East
Shady Grove, Pennsylvania 17256
Registration Statement on Form S-4 (File No. 333-57611)
-------------------------------------------------------
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by Grove Worldwide LLC, a Delaware limited
liability company (the "Company"), Grove Capital, Inc., a Delaware
corporation ("Grove Capital" and, together with the Company, the "Issuers"),
Grove US LLC, a Delaware limited liability company, Grove Finance LLC, a
Delaware limited liability company, Crane Acquisition Corp., a Delaware
corporation, Crane Holding
<PAGE>
Grove Worldwide LLC 2
Inc., a Delaware corporation, and National Crane Corporation, a Delaware
corporation (collectively, the "Subsidiary Guarantors"), with the Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations under it, we have been
requested to render our opinion as to the legality of the securities being
registered under the Act. The Registration Statement relates to the
registration under the Act of the Issuers' 9 1/4% Senior Subordinates Notes
due 2008 (the "Exchange Notes") and the guarantees of the Exchange Notes by
the Subsidiary Guarantors (the "New Subsidiary Guarantees"). The Exchange
Notes are to be offered in exchange for the Issuers' outstanding 9 1/4%
Senior Subordinates Notes due 2008 (the "Existing Notes") issued and sold by
the Issuers on April 29, 1998 in an offering exempt from registration under
the Act. The Exchange Notes will be issued by the Issuers in accordance with
the terms of the Indenture (the "Indenture"), dated as of April 29, 1998,
among the Issuers, the Subsidiary Guarantors and United States Trust Company
of New York, as trustee (the "Trustee"). Capitalized terms used in this
opinion and not otherwise defined shall have the respective meanings ascribed
to them in the Registration Statement.
In connection with this opinion, we have examined originals, conformed
copies or photocopies, certified or otherwise identified to our satisfaction,
of the following documents (collectively, the "Documents"):
(i) the Registration Statement (including its exhibits);
<PAGE>
Grove Worldwide LLC 3
(ii) the Indenture included as Exhibit 4.1 to the Registration
Statement;
(iii) the Purchase Agreement, dated as of April 29, 1998, among the
Issuers, the Subsidiary Guarantors and Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ"), Chase Securities Inc. (Chase Securities") and
BancBoston Securities Inc. ("BancBoston Securities" and, together with DLJ
and Chase Securities, the "Initial Purchasers") included as Exhibit 1.1 to
the Registration Statement;
(iv) the proposed form of the Exchange Notes included as Exhibit
4.3 to the Registration Statement; and
(v) the Registration Rights Agreement, dated as of April 29, 1998,
among the Issuers, the Subsidiary Guarantors and the Initial Purchasers (the
"Registration Rights Agreement"), included as Exhibit 4.2 to the Registration
Statement.
In addition, we have examined: (i) corporate and limited liability
company records of the Issuers and the Subsidiary Guarantors as we have
considered appropriate; and (ii) other certificates, agreements and other
documents as we deemed relevant and necessary as a basis for the opinions
expressed below.
In our examination of the Documents and in rendering the opinions set
forth below, we have assumed without independent investigation (i) the due
organization and valid existence of the Issuers and the Subsidiary
Guarantors, (ii) the enforceability of the Documents against each party to
them (other than the Issuers and the Subsidiary Guarantors), (iii) the
necessary power and authority of each of the
<PAGE>
Grove Worldwide LLC 4
Issuers and the Subsidiary Guarantors to execute, deliver and perform its
obligations under each of the Documents to which it is a party, (iv) the due
authorization, execution and delivery by each of the Issuers and the
Subsidiary Guarantors of each of the Documents to which it is a party, (v)
that the authorization, execution and delivery by each of the Issuers and the
Subsidiary Guarantors of each Document to which it is a party and the
consummation by each of the Issuers and the Subsidiary Guarantors of the
transactions contemplated by them do not violate or result in a breach of or
default under the party's charter documents, operating agreements or other
organizational documents, as the case may be, (vi) that the Exchange Notes
will be issued as described in the Registration Statement and in the form
reviewed by us and that any information omitted from the form will be
properly added, (vii) the genuineness of all signatures, (viii) the legal
capacity of all individuals who have executed any of the documents which we
examined, (ix) the authenticity of all documents submitted to us as
originals, (x) the conformity to the original documents of all documents
submitted to us as certified, photostatic, reproduced or conformed copies of
validly existing agreements or other documents and (xi) the authenticity of
all the latter documents.
In expressing the opinion set forth below, we have relied upon the
factual matters contained in the representations and warranties of the
Issuers and the Subsidiary Guarantors made in the Documents and upon
certificates of public officials and officers of the Issuers and the
Subsidiary Guarantors.
<PAGE>
Grove Worldwide LLC 5
Based upon the above, and subject to the stated assumptions, exceptions
and qualifications, we are of the opinion that:
(a) When issued, authenticated and delivered in accordance with
the terms of the Indenture and against exchange for the Existing Notes in
accordance with the terms set forth in the Registration Rights Agreement, the
Exchange Notes will be legal, valid and binding obligations of the Issuers
enforceable against the Issuers in accordance with their terms; and
(b) When issued, authenticated and delivered in accordance with
the terms of the Indenture and against exchange for the Subsidiary Guarantees
in accordance with the terms set forth in the Registration Rights Agreement,
the New Subsidiary Guarantees will be legal, valid and binding obligations of
each of the Subsidiary Guarantors, enforceable against the Subsidiary
Guarantors in accordance with their terms.
The foregoing opinions are subject to the assumption and qualification
that the enforceability of the Indenture, the Exchange Notes and the New
Subsidiary Guarantees may be limited by (i) bankruptcy, insolvency,
fraudulent conveyance or transfer, reorganization, moratorium, and other
similar laws affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether enforcement is considered in a proceeding in
equity or at law).
<PAGE>
Grove Worldwide LLC 6
Our opinion expressed above is limited to the laws of the State of New
York, the Delaware General Corporation Law and the Limited Liability Company
Act of the State of Delaware. Our opinion is rendered only with respect to
the laws, and the rules, regulations and orders under them, that are currently
in effect.
We consent to the use of our name in the registration Statement and in
the prospectus contained in it as it appears in the caption "Legal Matters"
and to the use of this opinion as an exhibit to the Registration Statement.
In giving this consent, we do not admit that we come within the category of
persons whose consent is required by the Act or by the rules and regulations
promulgated under it.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
<PAGE>
FORM T-1
==============================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------------
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
------------------
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
114 West 47th Street 10036-1532
New York, NY (Zip Code)
(Address of principal
executive offices)
Grove Worldwide LLC
(Exact name of obligor as specified in its charter)
Delaware 23-2955766
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1565 Buchanan Trail East
Shady Grove, Pennsylvania 17256
(Address of principal executive offices) (Zip Code)
Grove Capital, Inc.
(Exact name of obligor as specified in its charter)
Delaware 25-1806448
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1565 Buchanan Trail East
Shady Grove, Pennsylvania 17256
(Address of principal executive offices) (Zip Code)
<PAGE>
GROVE U.S. LLC
(Exact name of obligor as specified in its charter)
Delaware 23-2955767
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1565 Buchanan Trail East
Shady Grove, Pennsylvania 17256
(Address of principal executive offices) (Zip Code)
GROVE FINANCE LLC
(Exact name of obligor as specified in its charter)
Delaware 25-1806573
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1565 Buchanan Trail East
Shady Grove, Pennsylvania 17256
(Address of principal executive offices) (Zip Code)
CRANE ACQUISITION CORP.
(Exact name of obligor as specified in its charter)
Delaware 52-2089451
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
11200 Number 148
Waverly, Nebraska 68462
(Address of principal executive offices) (Zip Code)
CRANE HOLDING INC.
(Exact name of obligor as specified in its charter)
Delaware 51-0305209
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
11200 Number 148
Waverly, Nebraska 68462
(Address of principal executive offices) (Zip Code)
2
<PAGE>
NATIONAL CRANE CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 22-2196756
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
11200 Number 148 68462
Waverly, Nebraska (Zip Code)
(Address of principal executive offices)
9 1/4% Senior Subordinated Notes due 2008
(Title of the indenture securities)
<PAGE>
GENERAL
1. General Information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:
The Obligor currently is not in default under any of its outstanding
securities for which United States Trust Company of New York is Trustee.
Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14
and 15 of Form T-1 are not required under General Instruction B.
16. List of Exhibits
T-1.1 -- Organization Certificate, as amended, issued by the State
of New York Banking Department to transact business as a
Trust Company, is incorporated by reference to Exhibit
T-1.1 to Form T-1 filed on September 15, 1995 with the
Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration No. 33-97056).
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
<PAGE>
- 3 -
16. List of Exhibits
(cont'd)
T-1.4 -- The By-Laws of United States Trust Company of New York,
as amended, is incorporated by reference to Exhibit T-1.4
to Form T-1 filed on September 15, 1995 with the
Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration No. 33-97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of
the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
As of June 8, 1998, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States Trust
Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
------------------
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 9th day
of June, 1998.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
/s/ John Guiliano
------------------------
By: John Guiliano
Vice President
<PAGE>
Exhibit T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
January 7, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
/s/ Gerard F. Ganey
------------------------
By: Gerard F. Ganey
Senior Vice President
<PAGE>
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
MARCH 31, 1998
($ IN THOUSANDS)
ASSETS
Cash and Due from Banks $ 303,692
Short-Term Investments 325,044
Securities, Available for Sale 650,954
Loans 1,717,101
Less: Allowance for Credit Losses 16,546
----------
Net Loans 1,700,555
Premises and Equipment 58,868
Other Assets 120,865
----------
Total Assets $3,159,978
==========
LIABILITIES
Deposits:
Non-Interest Bearing $ 602,769
Interest Bearing 1,955,571
----------
Total Deposits 2,558,340
Short-Term Credit Facilities 293,185
Accounts Payable and Accrued Liabilities 136,396
----------
Total Liabilities $2,987,921
==========
STOCKHOLDER'S EQUITY
Common Stock 14,995
Capital Surplus 49,541
Retained Earnings 105,214
Unrealized Gains on Securities
Available for Sale (Net of Taxes) 2,307
----------
Total Stockholder's Equity 172,057
----------
Total Liabilities and
Stockholder's Equity $3,159,978
==========
I, Richard E. Brinkmann, Senior Vice President & Comptroller of the named bank
do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory authority
and is true to the best of my knowledge and belief.
Richard E. Brinkmann, Senior Vice President & Comptroller
May 6, 1998
<PAGE>
EXHIBIT 99.1
LETTER OF TRANSMITTAL
GROVE WORLDWIDE LLC
GROVE CAPITAL, INC.
OFFER TO EXCHANGE THEIR
9 1/4% SENIOR SUBORDINATED NOTES DUE 2008, WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL OF THEIR OUTSTANDING 9 1/4%
SENIOR
SUBORDINATED NOTES DUE 2008
PURSUANT TO THE PROSPECTUS, DATED , 1998
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME,
ON , 1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
DELIVERY TO: United States Trust Company of New York, EXCHANGE AGENT
<TABLE>
<S> <C>
BY HAND UP TO 4:30 PM: United States Trust Company of New York
111 Broadway
Lower Level
New York, New York 10006
Attention: Corporate Trust Services
Telephone: 1(800) 548-6565
Facsimile: (212) 780-0592
BY OVERNIGHT COURIER AND BY HAND AFTER United States Trust Company of New York
4:30 PM ON THE EXPIRATION DATE ONLY: 770 Broadway, 13th Floor
New York, New York 10003
Attention: Corporate Trust Services
Telephone: 1(800) 548-6565
Facsimile: (212) 780-0592
BY REGISTERED OR CERTIFIED MAIL: United States Trust Company of New York
Post Office Box 844
New York, New York 10276-0844
Attention: Corporate Trust Services,
Cooper Station
Telephone: 1(800) 548-6565
Facsimile: (212) 780-0592
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated , 1998 (the "Prospectus"), of Grove Worldwide LLC,
a Delaware limited liability company (the "Company" or "Grove"), and Grove
Capital, Inc., a Delaware corporation and a wholly owned subsidiary of the
Company ("Grove Capital" and, together with the Company, the "Issuers"), and
this Letter of Transmittal (the "Letter"), which together constitute the Issuers
offer (the "Exchange Offer") to exchange up to $225,000,000 in aggregate
principal amount of their 9 1/4% Senior Subordinated Notes due 2008 (the
"Exchange Notes"), for a like principal amount of their outstanding 9 1/4%
Senior Subordinated Notes due 2008 that were issued and sold in reliance upon an
exemption from registration under the Securities Act of 1933, as amended (the
"Securities Act") (the "Senior Subordinated Notes").
For each Senior Subordinated Note accepted for exchange, the holder of such
Senior Subordinated Note will receive an Exchange Note having a principal amount
equal to that of the surrendered Senior Subordinated Note. The Exchange Notes
will bear interest from the most recent date to which interest has been paid on
the Senior Subordinated Notes or, if no interest has been paid on the Senior
Subordinated Notes, from April 29, 1998. Accordingly, if the relevant record
date for interest payment occurs after the consummation of the Exchange Offer
registered holders of Exchange Notes on such record date will receive interest
accruing from the most recent date to which interest has been paid or, if no
interest has been paid, from April 29, 1998. If, however, the relevant record
date for interest payment occurs prior to the consummation of the Exchange Offer
registered holders of Senior Subordinated Notes on such record date will receive
interest accruing from the most recent date to which interest has been paid or,
if no interest has been paid, from April 29, 1998. Senior Subordinated Notes
accepted for exchange will cease to accrue interest from and after the date of
consummation of the Exchange Offer, except as set forth in the immediately
preceding sentence. Holders of Senior Subordinated Notes whose Senior
Subordinated Notes are accepted for exchange will not receive any payment in
respect of interest on such Senior Subordinated Notes otherwise payable on any
interest payment date the record date for which occurs on or after consummation
of the Exchange Offer.
This Letter is to be completed by a holder of Senior Subordinated Notes
either if certificates are to be forwarded herewith or if a tender of
certificates for Senior Subordinated Notes, if available, is to be made by
book-entry transfer to the account maintained by the Exchange Agent at The
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in "The Exchange Offer--Procedures for Tendering Senior
Subordinated Notes" section of the Prospectus and an Agent's Message (as defined
herein) is not delivered. Holders of Senior Subordinated Notes whose
certificates are not immediately available, or who are unable to deliver their
certificates or confirmation of the book-entry tender of their Senior
Subordinated Notes into the Exchange Agent's account at the Book-Entry Transfer
Facility (a "Book-Entry Confirmation") and all other documents required by this
Letter to the Exchange Agent on or prior to the Expiration Date, must tender
their Senior Subordinated Notes according to the guaranteed delivery procedures
set forth in "The Exchange Offer--Procedures for Tendering Senior Subordinated
Notes" section of the Prospectus. See Instruction 1. Delivery of documents to
the Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
2
<PAGE>
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Senior Subordinated Notes to which this Letter relates. If
the space provided below is inadequate, the certificate numbers and principal
amount of Senior Subordinated Notes should be listed on a separate signed
schedule affixed hereto.
<TABLE>
<CAPTION>
DESCRIPTION OF SENIOR SUBORDINATED NOTES 1 2 3
AGGREGATE
PRINCIPAL
AMOUNT OF
SENIOR PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE SUBORDINATED AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* NOTE(S) TENDERED**
<S> <C> <C> <C>
TOTAL
</TABLE>
* Need not be completed if Senior Subordinated Notes are being tendered by
book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Senior Subordinated Notes represented by the Senior
Subordinated Notes indicated in column 2. See Instruction 2. Senior
Subordinated Notes tendered hereby must be in denominations of principal
amount of $1,000 and any integral multiple thereof. See Instruction 1.
/ / CHECK HERE IF TENDERED SENIOR SUBORDINATED NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution _____________________________________________
Account Number ________________ Transaction Code Number_________________
By crediting Senior Subordinated Notes to the Exchange Agent's Account at
the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting an Agent's Message to the Exchange Agent in which the Holder of
Senior Subordinated Notes acknowledges and agrees to be bound by the terms of
this Letter, the participant in ATOP confirms on behalf of itself and the
beneficial owners of such Senior Subordinated Notes all provisions of this
Letter applicable to it and such beneficial owners as if it had completed the
information required herein and executed and transmitted this Letter to the
Exchange Agent.
3
<PAGE>
/ / CHECK HERE IF TENDERED SENIOR SUBORDINATED NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ________________________________________________
Widow Ticket Number (if any) ___________________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________
Name of Eligible Institution that guaranteed delivery __________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number ________________ Transaction Code Number _____________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: __________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaging in, and does not intend to engage in, a distribution of the
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Senior Subordinated Notes, it
represents that the Senior Subordinated Notes to be exchanged for Exchange Notes
were acquired by it as a result of market-making or other trading activities and
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes; however, by
so acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
4
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers the aggregate principal amount of
Senior Subordinated Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Senior Subordinated Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Issuers all right, title and interest in and to such Senior Subordinated Notes
as are being tendered hereby, and irrevocably constitutes and appoints the
Exchange Agent as agent and attorney-in-fact to cause the Senior Subordinated
Notes to be assigned, transferred and exchanged.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Senior Subordinated
Notes tendered hereby and to acquire Exchange Notes issuable upon the exchange
of such tendered Senior Subordinated Notes, and that the Issuers will acquire
good and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim when the same are
accepted by the Issuers. The undersigned hereby further represents that (A) any
Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the
ordinary course of business of the person receiving such Exchange Notes, whether
or not such person is the holder; (B) it is not an "affiliate" of the Issuers as
defined in Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act"); (C) it is not participating in, and does not intend to
participate in, and has no arrangement or understanding with any Person to
participate in, a distribution of the Senior Subordinated Notes or the Exchange
Notes; and (D) if such holder is a broker or dealer registered under the
Exchange Act, it will receive the Exchange Notes for its own account in exchange
for Senior Subordinated Note that were acquired as a result of market-making
activities or other trading activities. Each broker-dealer referred to in clause
(D) of the preceding sentence must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Notes. The undersigned also
warrants that acceptance of any tendered Senior Subordinated Notes by the
Issuers and the issuance of Exchange Notes in exchange therefor shall constitute
performance in full by the Issuers of certain of its obligations under the
Registration Rights Agreement.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued in exchange for the Senior Subordinated
Notes pursuant to the Exchange Offer may be offered for resale, resold and
otherwise transferred by holders thereof (other than (i) any such holder that is
an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act and (ii) any broker-dealer that purchases Notes from the Issuers
to resell pursuant to Rule 144A under the Securities Act ("Rule 144A") or any
other available exemption), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Exchange Notes are acquired in the ordinary course of such holders' business and
such holders have no arrangement with any person to participate in the
distribution of such Exchange Notes and are not participating in , and do not
intend to participate in, the distribution of the Exchange Notes. However, the
Issuers do not intend to request the SEC to consider, and the SEC has not
considered the Exchange Offer in the context of a no-action letter and there can
be no assurance that the staff of the SEC would make a similar determination
with respect to the Exchange Offer as in other circumstances. The undersigned
acknowledges that any holder that is an affiliate of the Company, or is
participating in or intends to participate in or has any arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, (i) could not rely on the applicable
interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaging in, and does
not intend to engage in, a distribution of Exchange Notes. If the undersigned is
a broker-dealer that will receive Exchange Notes for its own account in exchange
for Senior Subordinated Notes, it represents that the Senior Subordinated Notes
to be
5
<PAGE>
exchanged for the Exchange Notes were acquired by it as a result of
market-making or other trading activities and acknowledges that it will deliver
a prospectus in connection with any resale of such Exchange Notes; however, by
so acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
The undersigned, if a California resident, hereby further represents and
warrants that the undersigned (or the beneficial owner of the Senior
Subordinated Notes tendered hereby, if not the undersigned) (i) is a bank,
savings and loan association, trust company, insurance company, investment
company registered under the Investment Company Act of 1940, pension or
profit-sharing trust (other than a pension or profit-sharing trust of the
Company, a self-employed individual retirement plan, or individual retirement
account), or a corporation which has a net worth on a consolidated basis
according to its most recent audited financial statement of not less than
$14,000,000, and (ii) is acquiring the Exchange Notes for its own account for
investment purposes (or for the account of the beneficial owner of such Exchange
Notes for investment purposes).
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers to be necessary or desirable to complete the
sale, assignment and transfer of the Senior Subordinated Notes tendered hereby.
All authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Senior Subordinated Notes for any Senior
Subordinated Notes not exchanged) in the name of the undersigned or, in the case
of a book-entry delivery of Senior Subordinated Notes, please credit the account
indicated above maintained at the Book Entry Transfer Facility. Similarly,
unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send the Exchange Notes (and, if applicable,
substitute certificates representing Senior Subordinated Notes for any Senior
Subordinated Notes not exchanged) to the undersigned at the address shown above
in the box entitled "Description of Senior Subordinated Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF SENIOR
SUBORDINATED NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE SENIOR SUBORDINATED NOTES AS SET FORTH IN SUCH BOX ABOVE.
6
<PAGE>
- --------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Senior Subordinated Notes not
exchanged and/ or Exchange Notes are to be issued in the name of and sent to
someone other than the person or persons whose signature(s) appear(s) on this
Letter above, or if Senior Subordinated Notes delivered by book-entry transfer
which are not accepted for exchange are to be returned by credit to an account
maintained at the Book-Entry Transfer Facility other than the account
indicated above.
Issue: Exchange Notes and/or Senior Subordinated Notes to:
Name(s) ______________________________________________________________________
(PLEASE TYPE OR PRINT)
______________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ______________________________________________________________________
______________________________________________________________________________
(ZIP CODE)
(Complete Substitute Form W-9)
/ / Credit unexchanged Senior Subordinated Notes delivered by book-entry
transfer to the Book-Entry Transfer Facility account set forth below.
______________________________________________________________________________
(BOOK-ENTRY TRANSFER FACILITY)
ACCOUNT NUMBER, IF APPLICABLE
- -------------------------------------------------------
- -------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Senior Subordinated Notes not
exchanged and/ or Exchange Notes are to be sent to someone other than the
person or persons whose signature(s) appear(s) on this Letter above or to such
person or persons at an address other than shown in the box entitled
"Description of Senior Subordinated Notes" on this Letter above.
Mail: Exchange Notes and/or Senior Subordinated Notes to:
Name(s) ______________________________________________________________________
(PLEASE TYPE OR PRINT)
______________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ______________________________________________________________________
______________________________________________________________________________
(ZIP CODE)
- -----------------------------------------------------
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
HEREOF (TOGETHER WITH THE CERTIFICATES FOR SENIOR SUBORDINATED NOTES OR A
BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF
GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
7
<PAGE>
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
<TABLE>
<S> <C>
x , 1998
x , 1998
SIGNATURE(S) OF OWNER DATE
Area Code and Telephone Number ------------------------
</TABLE>
f a holder is tendering any Senior Subordinated Notes, this Letter must be
signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Senior Subordinated Notes or by any person(s)
authorized to become registered holder(s) by endorsements and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, officer or other person acting in a fiduciary ir representative
capacity, please set forth full title. See Instruction 3.
Name(s): _____________________________________________________________________
______________________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity: ____________________________________________________________________
Address: _____________________________________________________________________
______________________________________________________________________________
(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution: _____________________________________________________
(AUTHORIZED SIGNATURE)
______________________________________________________________________________
(TITLE)
______________________________________________________________________________
(NAME AND FIRM)
Dated: ________________________________________ , 1998
8
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE THEIR
9 1/4% SENIOR SUBORDINATED NOTES DUE 2008, WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT, FOR ANY AND ALL OUTSTANDING 9 1/4% SENIOR SUBORDINATED
NOTES DUE 2008 OF
GROVE WORLDWIDE LLC AND GROVE CAPITAL, INC.
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This letter is to be completed by noteholders either if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedures
for delivery by book-entry transfer set forth in "The Exchange Offer--Procedures
for Tendering Senior Subordinated Notes" section of the Prospectus and an
Agent's Message is not delivered. Certificates for all physically tendered
Senior Subordinated Notes, or Book-Entry Confirmation, as the case may be, as
well as a properly completed and duly executed Letter (or manually signed
facsimile hereof) and any other documents required by this Letter, must be
received by the Exchange Agent at the address set forth herein on or prior to
the Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Senior Subordinated Notes tendered hereby
must be in denominations of principal amount of $1,000 and any integral multiple
thereof. The term "Agent's Message" means a message, transmitted by The
Depository Trust Company (the "Book-Entry Transfer Facility") and received by
the Exchange Agent and forming a part of the Book-Entry Confirmation, which
states that the Book-Entry Transfer Facility has received an express
acknowledgment from a participant tendering Senior Subordinated Notes which are
subject to the Book-Entry Confirmation and that such participant has received
and agrees to be bound by this Letter and that the Issuers may enforce this
Letter against such participant.
Noteholders whose certificates for Senior Subordinated Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date, or
who cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Senior Subordinated Notes pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer--Procedures for Tendering Senior
Subordinated Notes" section of the Prospectus. Pursuant to such procedures, (i)
such tender must be made through an Eligible Institution, (ii) prior to the
Expiration Date, the Exchange Agent must receive from such Eligible Institution
a properly completed and duly executed Letter (or a facsimile thereof or an
Agent's Message in lieu hereof) and Notice of Guaranteed Delivery, substantially
in the form provided by the Issuers (by telegram, telex, facsimile transmission,
mail or hand delivery), setting forth the name and address of the holder of
Senior Subordinated Notes and the amount of Senior Subordinated Notes tendered,
stating that the tender is being made thereby and guaranteeing that within three
New York Stock Exchange ("NYSE") trading days after the date of execution of the
Notice of Guaranteed Delivery, the certificates for all physically tendered
Senior Subordinated Notes, or a Book-Entry Confirmation, and any other documents
required by the Letter will be deposited by the Eligible Institution with the
Exchange Agent, and (iii) the certificates for all physically tendered Senior
Subordinated Notes, in proper form for transfer, or Book-Entry Confirmation, as
the case may be, and all other documents required by this Letter, are received
by the Exchange Agent within three NYSE trading days after the date of execution
of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Senior Subordinated Notes and all
other required documents is at the election and risk of the tendering holders,
but the delivery will be deemed made only when actually received or confirmed by
the Exchange Agent. If Senior Subordinated Notes are sent by mail, it is
suggested that the mailing be made sufficiently in advance of the Expiration
Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City
time, on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
9
<PAGE>
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Senior Subordinated Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Senior Subordinated Notes to be tendered in the
box above entitled "Description of Senior Subordinated Notes--Principal Amount
Tendered." A reissued certificate representing the balance of nontendered Senior
Subordinated Notes will be sent to such tendering holder, unless otherwise
provided in the appropriate box on this Letter, promptly after the Expiration
Date. ALL OF THE SENIOR SUBORDINATED NOTES DELIVERED TO THE EXCHANGE AGENT WILL
BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Senior Subordinated
Notes tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificates without any change whatsoever.
If any tendered Senior Subordinated Notes are owned of record by two or more
joint owners, all of such owners must sign this Letter.
If any tendered Senior Subordinated Notes are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the Senior
Subordinated Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Senior Subordinated Notes are to be
reissued, to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificate(s) must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Issuers,
proper evidence satisfactory to the Issuers of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR SENIOR SUBORDINATED NOTES OR SIGNATURES ON
BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS
A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., OR A CLEARING AGENCY, INSURED
CREDIT UNION, A SAVINGS ASSOCIATION OR A COMMERCIAL BANK OR TRUST COMPANY HAVING
AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (EACH AN "ELIGIBLE
INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION,
PROVIDED THE SENIOR SUBORDINATED NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER
OF SENIOR SUBORDINATED NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER,
INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME
APPEARS ON A SECURITY POSITION LISTING AS THE HOLDERS OF SUCH SENIOR
SUBORDINATED NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE
INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER, OR (II) FOR THE
ACCOUNT OF AN ELIGIBLE INSTITUTION.
10
<PAGE>
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Senior Subordinated Notes should indicate in the
applicable box the name and address to which Exchange Notes issued pursuant to
the Exchange Offer and/or substitute certificates evidencing Senior Subordinated
Notes not exchanged are to be issued or sent, if different from the name or
address of the person signing this Letter. In the case of issuance in a
different name, the employer identification or social security number of the
person named must also be indicated. Holders tendering Senior Subordinated Notes
by book-entry transfer may request that Senior Subordinated Notes not exchanged
be credited to such account maintained at the Book-Entry Transfer Facility as
such noteholder may designate hereon. If no such instructions are given, such
Senior Subordinated Notes not exchanged will be returned to the name or address
of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder whose
Senior Subordinated Notes are accepted for exchange must provide the Issuers (as
payor) with such holder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below, which in the case of a tendering holder who is an
individual, is his or her social security number. If the Issuers are not
provided with the current TIN or an adequate basis for an exemption, such
tendering holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, delivery to such tendering holder of Exchange Notes may be
subject to backup withholding in an amount equal to 31% of all reportable
payments made after the exchange. If withholding results in an overpayment of
taxes, a refund may be obtained.
Exempt holders of Senior Subordinated Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each tendering holder of Senior Subordinated
Notes must provide its correct TIN by completing the Substitute Form W-9 set
forth below, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding, or
(ii) the holder has not been notified by the Internal Revenue Service that such
holder is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding. If the
tendering holder of Senior Subordinated Notes is a nonresident alien or foreign
entity not subject to backup withholding, such holder must give the Issuers a
completed Form W-8, Certificate of Foreign Status. These forms may be obtained
from the Exchange Agent. If the Senior Subordinated Notes are in more than one
name or are not in the name of the actual owner, such holder should consult the
W-9 Guidelines for information on which TIN to report. If such holder does not
have a TIN, such holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write
"applied for" in lieu of its TIN. Note: Checking this box and writing "applied
for" on the form means that such holder has already applied for a TIN or that
such holder intends to apply for one in the near future. If such holder does not
provide its TIN to the Issuers within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Issuers.
6. TRANSFER TAXES.
The Issuers will pay all transfer taxes, if any, applicable to the transfer
of Senior Subordinated Notes to it or its order pursuant to the Exchange Offer.
If, however, Exchange Notes and/or substitute Senior Subordinated Notes not
exchanged are to be delivered to, or are to be registered or issued in the name
of, any person other than the registered holder of the Senior Subordinated Notes
tendered hereby, or if tendered Senior Subordinated Notes are registered in the
name of any person other than the person signing this Letter, or if a transfer
tax is imposed for any reason other than the transfer of Senior
11
<PAGE>
Subordinated Notes to the Issuers or its order pursuant to the Exchange Offer,
the amount of any such transfer taxes (whether imposed on the registered holder
or any other persons) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted
herewith, the amount of such transfer taxes will be billed directly to such
tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SENIOR SUBORDINATED NOTES SPECIFIED IN
THIS LETTER.
7. WAIVER OF CONDITIONS.
The Issuers reserve the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Senior Subordinated Notes, by execution of
this Letter, shall waive any right to receive notice of the acceptance of their
Senior Subordinated Notes for exchange.
Neither the Issuers, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Senior
Subordinated Notes nor shall any of them incur any liability for failure to give
any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED SENIOR SUBORDINATED NOTES.
Any holder whose Senior Subordinated Notes have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address indicated above
for further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
11. INCORPORATION OF LETTER OF TRANSMITTAL.
This Letter shall be deemed to be incorporated in and acknowledged and
accepted by any tender through the Book-Entry Transfer Facility's ATOP
procedures by any Participant on behalf of itself and the beneficial owners of
any Senior Subordinated Notes so tendered.
12
<PAGE>
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
<TABLE>
<S> <C> <C>
PAYOR'S NAME: UNITED STATES TRUST COMPANY OF NEW YORK
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT TIN:
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number or Employer
DEPARTMENT OF Identification Number
TREASURY
INTERNAL REVENUE
SERVICE
PART 2--TIN APPLIED FOR / /
CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
PAYOR'S REQUEST FOR (1) the number shown on this form is my correct Taxpayer Identification Number (or I am
TAXPAYER waiting for a number to be issued to me).
IDENTIFICATION NUMBER (2) I am not subject to backup withholding either because: (a) I am exempt from backup
("TIN") AND withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS")
CERTIFICATION that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer subject to
backup withholding, and
(3) any other information provided on this form is true and correct.
SIGNATURE DATE
You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject
to backup withholding because of underreporting of interest or dividends on your tax return and you have not been
notified by the IRS that you are no longer subject to backup withholding.
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
13
<PAGE>
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of the
exchange, 31 percent of all reportable payments made to me thereafter will be
withheld until I provide a number.
<TABLE>
<S> <C>
Signature Date
</TABLE>
14
<PAGE>
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
OFFER TO EXCHANGE THEIR
9 1/4% SENIOR SUBORDINATED NOTES DUE 2008, WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1993, AS AMENDED, FOR ANY AND
ALL OF THEIR OUTSTANDING 9 1/4% SENIOR SUBORDINATED NOTES DUE 2008
OF
GROVE WORLDWIDE LLC
GROVE CAPITAL, INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Grove Worldwide LLC, a Delaware limited liability company (the
"Company" or "Grove"), and Grove Capital, Inc., a Delaware corporation and a
wholly owned subsidiary of the Company ("Grove Capital" and, together with the
Company, the "Issuers"), made pursuant to the Prospectus dated , 1998
(the "Prospectus"), if certificates for the outstanding 9 1/4% Senior
Subordinated Notes due 2008 of the Issuers (the "Senior Subordinated Notes") are
not immediately available or if the procedure for book-entry transfer cannot be
completed on a timely basis or time will not permit all required documents to
reach the Issuers prior to 5:00 p.m., New York City time, on the Expiration Date
of the Exchange Offer. Such form may be delivered or transmitted by telegram,
telex, facsimile transmission, mail or hand delivery to United States Trust
Company of New York (the "Exchange Agent") as set forth below. In addition, in
order to utilize the guaranteed delivery procedure to tender Senior Subordinated
Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of
Transmittal (or facsimile thereof) must also be received by the Exchange Agent
prior to 5:00 p.m., New York City time, on the Expiration Date. Capitalized
terms not defined herein are defined in the Prospectus.
DELIVERY TO:
UNITED STATES TRUST COMPANY OF NEW YORK,
EXCHANGE AGENT
<TABLE>
<S> <C>
BY HAND UP TO 4:30 PM: United States Trust Company of New York
111 Broadway
Lower Level
New York, New York 10006
Attention: Corporate Trust Services
Telephone: 1(800) 548-6262
Facsimile: (212) 780-0592
BY OVERNIGHT COURIER AND BY HAND United States Trust Company of New York
AFTER 4:30 PM ON THE EXPIRATION DATE ONLY: 770 Broadway, 13th Floor
New York, New York 10003
Attention: Corporate Trust Services
Telephone: 1(800) 548-6262
Facsimile: (212) 780-0592
BY REGISTERED OR CERTIFIED MAIL: United States Trust Company of New York
Post Office Box 844
New York, New York 10276-0844
Attention: Corporate Trust Services, Cooper Station
Telephone: 1(800) 548-6262
Facsimile: (212) 780-0592
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Issuers the principal amount of Senior Subordinated Notes set forth below,
pursuant to the guaranteed delivery procedure described in "The Exchange
Offer--Procedures for Tendering Senior Subordinated Notes" section of the
Prospectus.
<PAGE>
<TABLE>
<S> <C>
Principal Amount of Senior Discount Debentures
Tendered:*
$
Certificate Nos. (if available):
If Senior Subordinated Notes will be delivered by
Total Principal Amount Represented by book-entry transfer to the Depository Trust
Senior Discount Debentures Certificate(s): Company, provide account number.
$ Account Number
</TABLE>
ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
- ------------------------
* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
<PAGE>
PLEASE SIGN HERE
<TABLE>
<S> <C>
X
--------------------------------------------------------------
------------------------
X
-------------------------------------------------------------- ------------------------
Signature(s) of Owner(s) or Authorized Signatory Date
</TABLE>
Area Code and Telephone Number:
- ----------------------------
Must be signed by the holder(s) of Senior Subordinated Notes as their
name(s) appear(s) on certificate(s) for Senior Subordinated Notes or on a
security position listing, or by person(s) authorized to become registered
holder(s) by endorsement and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
<TABLE>
<S> <C>
Name(s): ------------------------------------------------------------------------------
------------------------------------------------------------------------------
Capacity: ------------------------------------------------------------------------------
Address(es): ------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
GUARANTEE
The undersigned, a member of a registered national securities exchange, or a
member of the National Association of Securities Dealers, Inc., or a clearing
agency, insured credit union, a savings association or a commercial bank or
trust company having an office or correspondent in the United States, hereby
guarantees that the certificates representing the principal amount of Senior
Subordinated Notes tendered hereby in proper form for transfer, or timely
confirmation of the book-entry transfer of such Senior Subordinated Notes into
the Exchange Agent's account at The Depository Trust Company pursuant to the
procedures set forth in "The Exchange Offer--Procedures for Tendering Senior
Subordinated Notes" section of the Prospectus, together with a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) with any required signature guarantee and any other documents
required by the Letter of Transmittal, will be received by the Exchange Agent at
the address set forth above, no later than three New York Stock Exchange trading
days after the date of execution hereof.
<TABLE>
<S> <C>
Name of Firm Authorized Signature
Address Title
Name:
Zip Code (Please Type or Print)
Area Code and Tel. No. Dated:
</TABLE>
NOTE: DO NOT SEND CERTIFICATES FOR SENIOR SUBORDINATED NOTES WITH THIS FORM.
CERTIFICATES FOR SENIOR SUBORDINATED NOTES SHOULD ONLY BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: I.E.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: I.E., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
- -----------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- -----------------------------------------------------
<S> <C> <C>
1. An individual's The individual
account
2. Two or more The actual owner of
individuals (joint the account or, if
account) combined funds, the
first individual on
the account (1)
3. Husband and wife The actual owner of
(joint account) the account or, if
joint funds, either
person(1)
4. Custodian account of The minor (2)
a minor (Uniform
Gift to Minors Act)
5. Adult and minor The adult or, if the
(joint account) minor is the only
contributor, the
minor(1)
6. Account in the name The ward, minor, or
of the guardian or incompetent person
committee for a (3)
designated ward,
minor, or
incompetent person
7. a. The usual The
revocable savings grantor-trustee(1)
trust account
(grantor is also
trustee)
b. So-called trust The actual owner(1)
account that is
not a legal or
valid trust under
State law
8. Sole proprietorship The owner(4)
account
- -----------------------------------------------------
<CAPTION>
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
<S> <C> <C>
- -----------------------------------------------------
9. A valid trust, The legal entity (Do
estate, or pension not furnish the
trust identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated in
the account
title).(5) The
corporation
10. Corporate account The organization
11. Religious, The partnership
charitable, or
educational
organization account
12. Partnership account The organization
held in the name of
the business
13. Association, club, The broker or
or other tax-exempt nominee
organization
14. A broker or The public entity
registered nominee
15. Account with the
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government,
school(5) district,
or prison) that
receives
agricultural program
payments
</TABLE>
- ---------------------------------------------
- ---------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's, or incompetent person's name and furnish such
person's social security number.
(4) Show your individual name. You may also enter your business name. You may
use either your Social Security number or your Employer Identification
number.
(5) List first and circle the name of the legal trust, estate, or pension trust
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number, at
the local office of the Social Security Administration or the Internal Revenue
Service (the "IRS") and apply for a number.
PAYEE EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments including
the following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under Section 501(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), or an individual retirement plan or a
custodial account under Section 403(b)(7) of the Code, if the account
satisfies the requirements of Section 401(f)(2) of the Code.
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
- - An international organization or any agency or instrumentality thereof.
- - A registered dealer in securities or commodities registered in the U.S., the
District of Columbia or a possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under Section 584(a) of the Code.
- - An exempt charitable remainder trust, or a trust described in Section 4947 of
the Code.
- - An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- - A foreign central bank of issue.
Payment of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under Section 1441 of
the Code.
- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- - Payments of patronage dividends where the amount received is not paid in
money.
- - Payments made by certain foreign organizations.
- - Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
- - Payment of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
- - Payment of tax-exempt interest (including exempt interest dividends under
Section 852 of the Code).
- - Payment described in Section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under Section 1451 of the Code.
- - Payments made by certain foreign organizations.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE
FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN
ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH THE PAYER A COMPLETED
INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see Sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
and 6050A and 6050N of the Code and the regulations promulgated thereunder.
PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 31%
of taxable interest, dividends, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
<PAGE>
EXHIBIT 99.4
GROVE WORLDWIDE LLC
GROVE CAPITAL, INC.
OFFER TO EXCHANGE THEIR
9 1/4% SENIOR SUBORDINATED NOTES DUE 2008,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993,
AS AMENDED, FOR ANY AND ALL OF THEIR
OUTSTANDING 9 1/4% SENIOR SUBORDINATED NOTES DUE 2008
To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Enclosed for your consideration is a Prospectus dated , 1998 (as the
same may be amended or supplemented from time to time, the "Prospectus") and a
form of Letter of Transmittal (the "Letter of Transmittal") relating to the
offer (the "Exchange Offer") by Grove Worldwide LLC, a Delaware limited
liability company (the "Company" or "Grove"), and Grove Capital, Inc., a
Delaware corporation and a wholly owned subsidiary of the Company ("Grove
Capital" and, together with the Company, the "Issuers"), to exchange up to
$225,000,000 in aggregate principal amount of their 9 1/4% Senior Subordinated
Notes due 2008 (the "Exchange Notes") for a like principal amount of their
outstanding 9 1/4% Senior Subordinated Notes due 2008 of the Issuers (the
"Senior Subordinated Notes") that were issued and sold in a transaction exempt
from registration under the Securities Act of 1933, as amended.
We are asking you to contact your clients for whom you hold Senior
Subordinated Notes registered in your name or in the name of your nominee. In
addition, we ask you to contact your clients who, to your knowledge, hold Senior
Subordinated Notes registered in their old name. The Issuers will not pay any
fees or commissions to any broker, dealer or other person in connection with the
solicitation of tenders pursuant to the Exchange Offer. The Issuers will pay all
transfer taxes, if any, applicable to the tender of Senior Subordinated Notes to
it or its order, except as otherwise provided in the Prospectus and the Letter
of Transmittal.
Enclosed are copies of the following documents:
1. the Prospectus;
2. a Letter of Transmittal for your use in connection with the exchange
of Senior Subordinated Notes and for the information of your clients
(facsimile copies of the Letter of Transmittal may be used to exchange
Senior Subordinated Notes);
3. a form of letter that may be sent to your clients for whose accounts
you hold Senior Subordinated Notes registered in your name or the name of
your nominee, with space provided for obtaining the clients' instructions
with regard to the Exchange Offer;
4. a Notice of Guaranteed Delivery; and
5. guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.
NEW YORK CITY TIME ON , 1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). SENIOR
SUBORDINATED NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN,
SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS, AT ANY TIME PRIOR TO THE
EXPIRATION DATE.
To tender Senior Subordinated Notes, certificates for Senior Subordinated
Notes or a Book-Entry Confirmation (as defined in the Prospectus), a duly
executed and properly completed Letter of Transmittal
<PAGE>
or a facsimile thereof, and any other required documents, must be received by
the Exchange Agent as provided in the Prospectus and the Letter of Transmittal.
If a holder desires to accept the Exchange Offer and time will not permit a
Letter of Transmittal or Senior Subordinated Note to reach the Exchange Agent
before the Expiration Date or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected by delivery of a Notice of
Guaranteed Delivery by an Eligible Institution (as defined in the Prospectus).
Any inquiries you may have with respect to the Exchange Offer or requests
for additional copies of the enclosed material may be directed to the Exchange
Agent at its address or telephone number set forth in the Prospectus.
Very truly yours,
GROVE WORLDWIDE LLC and
GROVE CAPITAL, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF THE ISSUERS OR THE EXCHANGE AGENT, OR ANY AFFILIATE
THEREOF, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY
DOCUMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR
THE ENCLOSED DOCUMENTS AND THE STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS AND
THE LETTER OF TRANSMITTAL.
<PAGE>
EXHIBIT 99.5
GROVE WORLDWIDE LLC
GROVE CAPITAL, INC.
OFFER TO EXCHANGE THEIR
9 1/4% SENIOR SUBORDINATED NOTES DUE 2008,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993,
AS AMENDED, FOR ANY AND ALL OF THEIR
OUTSTANDING 9 1/4% SENIOR SUBORDINATED NOTES DUE 2008
To Our Clients:
Enclosed for your consideration is a Prospectus dated , 1998 (as
the same may be amended or supplemented from time to time, the "Prospectus") and
a form of Letter of Transmittal (the "Letter of Transmittal") relating to the
offer (the "Exchange Offer") by Grove Worldwide LLC, a Delaware limited
liability company (the "Company" or "Grove"), and Grove Capital, Inc., a
Delaware corporation and a wholly owned subsidiary of the Company ("Grove
Capital" and, together with the Company, the "Issuers") to exchange up to
$225,000,000 in aggregate principal amount of their 9 1/4% Senior Subordinated
Notes due 2008 (the "Exchange Notes") for up to $225,000,000 in aggregate
principal amount of their outstanding 9 1/4% Senior Subordinated Notes due 2008
of the Issuers (the "Senior Subordinated Notes") that were issued and sold in a
transaction exempt from registration under the Securities Act of 1933, as
amended.
The material is being forwarded to you as the beneficial owner of Senior
Subordinated Notes carried by us for your account or benefit but not registered
in your name. A tender of any Senior Subordinated Notes may be made only by us
as the registered holder and pursuant to your instructions. Therefore, the
Issuers urge beneficial owners of Senior Subordinated Notes registered in the
name of a broker, dealer, commercial bank, trust company or other nominee to
contact such registered holder promptly if they wish to tender Senior
Subordinated Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender any
or all of the Senior Subordinated Notes held by us for your account, pursuant to
the terms and conditions set forth in the Prospectus and Letter of Transmittal.
We urge you to read carefully the Prospectus and Letter of Transmittal before
instructing us to tender your Senior Subordinated Notes.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender Senior Subordinated Notes on your behalf in accordance
with the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON , 1998, UNLESS EXTENDED (THE
"EXPIRATION DATE"). Senior Subordinated Notes tendered pursuant to the Exchange
Offer may be withdrawn, subject to the procedures described in the Prospectus,
at any time prior to the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount at
maturity of the Exchange Notes for each $1,000 principal amount at maturity
of the Senior Subordinated Notes, of which $225,000,000 aggregate principal
amount of the Senior Subordinated Notes was outstanding as of April 29,
1998. The terms of the Exchange Notes are substantially identical (including
principal amount, interest rate, maturity, security and ranking) to the
terms of the Senior Subordinated Notes, except that the Exchange Notes (i)
are not subject to certain restrictions on transfer applicable to the Senior
Subordinated Notes and (ii) are not entitled to certain registration rights
which are applicable to the Senior Subordinated Notes under a registration
rights agreement (the "Registration Rights Agreement") among the Issuers,
Grove U.S. LLC, Grove Finance LLC, Crane Acquisition Corp., Crane Holding
Inc., National Crane Corporation and Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"), Chase Securities Inc. ("Chase Securities") and
BancBoston Securities Inc. ("BancBoston Securities" and, together with DLJ
and Chase Securities, the "Initial Purchasers").
<PAGE>
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS, SEE "THE
EXCHANGE OFFER--CONDITIONS TO THE EXCHANGE OFFER" IN THE PROSPECTUS.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, on , 1998, unless extended.
4. The Issuers have agreed to pay the expenses of the Exchange Offer
except as provided in the Prospectus and the Letter of Transmittal.
5. Any transfer taxes incident to the transfer of Senior Subordinated
Notes from the tendering Holder to the Issuers will be paid by the Issuers,
except as provided in the Prospectus and the Letter of Transmittal.
The Exchange Offer is not being made to nor will exchange be accepted from
or on behalf of holders of Senior Subordinated Notes in any jurisdiction in
which the making of the Exchange Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.
If you wish to have us tender any or all of your Senior Subordinated Notes
held by us for your account or benefit, please so instruct us by completing,
executing and returning to us the instruction form that appears below. THE
ACCOMPANYING LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL
PURPOSES ONLY AND MAY NOT BE USED BY YOU TO TENDER SENIOR SUBORDINATED NOTES
HELD BY US AND REGISTERED IN OUR NAME FOR YOUR ACCOUNT OR BENEFIT.
<PAGE>
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein in connection with the Exchange Offer of the
Issuers relating to the Senior Subordinated Notes, including the Prospectus and
the Letter of Transmittal.
This form will instruct you to exchange the aggregate principal amount of
Senior Subordinated Notes indicated below (or, if no aggregate principal amount
is indicated below, all Senior Subordinated Notes) held by you for the account
or benefit of the undersigned, pursuant to the terms and conditions set forth in
the Prospectus and Letter of Transmittal.
Aggregate Principal Amount of Senior Subordinated
Notes to be exchanged
$________________________*
<TABLE>
<S> <C>
*I (we) understand that if I (we) sign these
instruction forms without indicating an -------------------------------------------
aggregate principal amount of Senior
Subordinated Notes Signature(s) in the space -------------------------------------------
above, all Senior Subordinated Notes held by Signature(s)
you for my (our) account will be exchanged. -------------------------------------------
Capacity (full title), if signing in a
fiduciary or representative capacity
-------------------------------------------
-------------------------------------------
-------------------------------------------
Name(s) and address, including zip code
Date:
------------------------------------------
-------------------------------------------
Area Code and Telephone Number
-------------------------------------------
Taxpayer Identification or Social Security
Number
</TABLE>
