SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
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October 27, 1999
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GROVE WORLDWIDE LLC
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or other jurisdiction of incorporation)
333-57611 23-2955766
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(Commission File Number) (IRS Employer Identification Number)
1565 Buchanan Trail East, Shady Grove, PA 17256
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(Address of Principal Executive Offices)
(717) 597-8121
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events.
On October 27, 1999, Sections 1.1 (definitions of "Consolidated
EBITDA" and "Permitted Acquisition"), 4.16 (Use of Proceeds), 7.1 (b)
(Consolidated Fixed Charge Coverage Ratio), and Annex A of the Credit Agreement,
dated as of April 29, 1998, among Grove Worldwide LLC (the "Company") and Grove
Capital, Inc., as borrowers, and a syndicate of banks, as lenders, and Chase
Bank of Texas, National Association, as administrative agent, Donaldson, Lufkin
& Jenrette, as documentation agent, and BankBoston N.A., as syndication agent
(the "Credit Agreement"), were amended. A copy of the amendment to the Credit
Agreement is attached hereto as Exhibit 10.24 and incorporated herein by
reference.
Item 7. Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
10.24 First Amendment to Credit Agreement dated as of October 22,
1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 27, 1999
GROVE WORLDWIDE LLC
By: /s/ Jeffry D. Bust
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Jeffry D. Bust
Chairman and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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10.24 First Amendment to Credit Agreement dated as of October 22,
1999.
FIRST AMENDMENT, dated as of October 22, 1999 (this "Amendment"), to
the Credit Agreement, dated as of April 29, 1998, (the "Credit Agreement"),
among GROVE WORLDWIDE LLC, a Delaware limited liability company (the "Company"),
GROVE CAPITAL, INC., a Delaware corporation and a Wholly Owned Subsidiary of the
Company ("Grove Capital"; the Company and Grove Capital, individually, a
"Borrower" and collectively, the "Borrowers"), the several banks and other
financial institutions or entities from time to time parties to this Agreement
(collectively, the "Lenders"; individually, a "Lender"), CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, as Administrative Agent (as hereinafter defined) for the
Lenders hereunder, BANKBOSTON, N.A., as syndication agent (in such capacity, the
"Syndication Agent") for the Lenders hereunder, and DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION, as documentation agent (in such capacity, the
"Documentation Agent") for the Lenders hereunder.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain loans and other extensions of credit to the
Borrowers; and
WHEREAS, the Borrowers have requested, and, upon this Amendment
becoming effective, the Required Lenders have agreed, that certain provisions of
the Credit Agreement be amended in the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
2. Amendments to Section 1.1 of the Credit Agreement. (a) Section
1.1 of the Credit Agreement is hereby amended by deleting the definition of
"Consolidated EBITDA" and substituting in lieu thereof the following definition:
"Consolidated EBITDA": for any period, Consolidated Net Income
for such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period, the sum
of (a) income tax expense and distributions to the direct and indirect members
of Holdings in lieu of taxes, (b) Consolidated Interest Expense, non-cash
interest expense not included in Consolidated Interest Expense, amortization or
writeoff of debt discount and debt issuance costs and commissions, discounts and
other fees and charges associated with Indebtedness (including the Loans), (c)
depreciation and amortization expense and other non-cash charges, (d)
amortization of intangibles (including goodwill) and organization costs, (e) the
aggregate amount of up-front or one-time fees or expenses payable in respect of
Interest Rate Protection Agreements during such period (to the extent deducted
in determining Consolidated Net Income for such period), (f) for the periods of
four consecutive fiscal quarters of the Company ended September
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30, 1999, December 31, 1999, March 31, 2000, June 30, 2000 and September 30,
2000, the direct and indirect costs of implementing new management information
systems (including, without limitation, productivity losses and overtime and
systems support expenses) as reasonably estimated by the Company and reported to
the Administrative Agent, not to exceed the amount set forth below:
Four Quarters
Ended Amount
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September 30, 1999 $17,700,000
December 31, 1999 15,500,000
March 31, 2000 13,000,000
June 30, 2000 9,300,000
September 30, 2000 6,000,000
plus (g) for the periods of four consecutive fiscal quarters of the Company
ended September 30, 1999, December 31, 1999, March 31, 2000, June 30, 2000 and
September 30, 2000, severance charges (which severance charges shall not exceed,
for the four consecutive fiscal quarters ended September 30, 1999 only,
$600,000), plus (h) the amount of unrealized foreign exchange losses (net of any
gains) (or minus the amount of unrealized foreign exchange gains (net of any
losses)) minus, to the extent included in the statement of such Consolidated Net
Income for such period, other non-cash income.
(b) Section 1.1 of the Credit Agreement is hereby amended by
deleting the definition of "Permitted Acquisition" and substituting in lieu
thereof the following definition:
"Permitted Acquisition": any acquisition of a Person, division
or line of business in the same or related line of business by the Company or
any of its Subsidiaries for a purchase price (including any Indebtedness assumed
and continuing outstanding), together with the aggregate purchase price paid in
connection with other such acquisitions since the Closing Date, of up to an
amount of $50,000,000; provided that (i) the Company receives approval from
Required Lenders to any such acquisitions completed prior to the date which is
12 months after the Amendment Effective Date; (ii) at any time of such
acquisition, based upon the assumption that such acquisition and any additional
Indebtedness incurred to finance such acquisition had been consummated and
incurred at the beginning of the most recently completed four fiscal quarter
period, and taking into account the earnings (or loss) of the acquired Person,
division or business line during such period and, anticipated cost savings
resulting from such acquisition, the Company shall, based upon pro forma
financial statements reviewed (including as to the anticipated cost savings) by
the Company's independent public accountants, be in pro forma compliance with
the provisions of Section 7.1 and have a pro forma Consolidated Fixed Charge
Coverage Ratio of 1.10 to 1.0 and (iii) no Default or Event of Default shall
have occurred and be continuing.
3. Amendment to Section 4.16 of the Credit Agreement. Section 4.16
of the Credit Agreement is hereby amended and restated in its entirety as
follows:
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The proceeds of the Term Loans shall be used to finance a
portion of the Acquisition and to pay related fees and expenses. The proceeds of
the Revolving Credit Loans and/or the Swing Line Loans shall be used (a) to
finance a portion of the Acquisition and to pay related fees and expenses, (b)
to finance Permitted Acquisitions and (c) for general corporate purposes of the
Borrowers and their Subsidiaries; provided that no more than $60,000,000 of such
proceeds shall be used for purposes referred to in clause (c) until the delivery
of the first set of consolidated financial statements on or after December 31,
1999 showing that for the four fiscal quarters ending with the last fiscal
quarter covered by such consolidated financial statements, a Consolidated Fixed
Charge Coverage Ratio (but using as the definition of "Consolidated EBITDA" for
purposes of determining such Consolidated Fixed Charge Coverage Ratio the
definition thereof as in effect prior to the First Amendment dated as of October
22, 1999 to this Agreement) of 1.30 to 1.0.
4. Amendment to Section 7.1(b) of the Credit Agreement. Section
7.1(b) of the Credit Agreement is hereby amended by deleting the table and
substituting in lieu thereof the following table:
Consolidated Fixed
Period Charge Coverage Ratio
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Closing Date to 6/30/1999 1.05 to 1.0
9/30/1999 to 3/31/2000 1.00 to 1.0
6/30/2000 to 12/31/2001 1.10 to 1.0
3/31/2002 to 12/31/2002 1.15 to 1.0
3/31/2003 to 12/31/2003 1.25 to 1.0
3/31/2004 to 12/31/2004 1.50 to 1.0
3/31/2005 to 12/31/2005 1.75 to 1.0
thereafter 2.00 to 1.0
5. Amendment to Annex A of the Credit Agreement. Annex A of the
Credit Agreement is hereby amended by deleting the Pricing Grid therein and
substituting in lieu thereof the Pricing Grid attached hereto as Annex A.
6. Conditions to Effectiveness. This Amendment shall become
effective on the date (the "Amendment Effective Date") first set forth above
upon the Administrative Agent having received counterparts of this Amendment
duly executed and delivered by the Borrowers and the Required Lenders together
with a Consent to this Amendment duly executed and delivered by the Loan
Parties.
7. Representation and Warranties. To induce the Agents and the
Lenders parties hereto to enter into this Amendment, each Borrower hereby
represents and warrants to the Agents and all of the Lenders as of the Amendment
Effective Date that: the unaudited consolidated balance sheet of the Company and
its consolidated Subsidiaries as at June 30, 1999 and the related unaudited
consolidated statements of income and of cash flows for the nine-month period
ended on such date, certified by a Responsible Officer, copies of which have
heretofore been furnished to each Lender, are complete and correct and present
fairly the consolidated financial condition of the Company and its
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4
consolidated Subsidiaries as at such date, and the consolidated results of their
operations and their consolidated cash flows for the nine-month period then
ended (subject to normal year-end audit adjustments).
8. Affirmation. The Borrowers and Lenders agree that the amendments
herein to the definition of Consolidated EBITDA and Section 7.1(b) of the Credit
Agreement, shall be effective for purposes of calculating the Consolidated Fixed
Charge Coverage Ratio pursuant to and complying with Section 7.1(b) of the
Credit Agreement for the period ending October 2, 1999.
9. General. (a) Payment of Expenses. The Borrowers jointly and
severally agree to pay or reimburse the Administrative Agent for all of its
out-of-pocket costs and reasonable expenses incurred in connection with this
Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.
(b) No Other Amendments; Confirmation. Except as expressly amended,
modified and supplemented hereby, the provisions of the Credit Agreement and the
Notes are and shall remain in full force and effect.
(c) GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(d) Counterparts. This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with each Borrower and the Administrative Agent.
(e) Successors. The execution and delivery of this Amendment by any
Lender shall be binding upon each of its successors and assigns (including
Transferees of its commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its Revolving Credit
Commitment and Loans.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
GROVE WORLDWIDE LLC
By: /s/ Stephen L. Cripe
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Title: Senior Vice president and Chief
Financial Officer
GROVE CAPITAL, INC.
By: /s/ Stephen L. Cripe
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Title: Vice president and Chief Financial
Officer
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Administrative Agent, Swing
Line Lender, Issuing Lender and a Lender
By: /s/ B. B. Wuthrich
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Title: Vice President
BANKBOSTON, N.A., as Syndication Agent
and as a Lender
By: /s/ C. B. Moore
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Title: Vice President
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DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION, as
Documentation Agent and as a Lender
By:
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Name:
Title:
ARCHIMEDES FUNDING, L.L.C.
By:
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Name:
Title:
BALANCED HIGH-YIELD FUND I LTD.
By: BHF (VSA) Capital Corporation
Acting as attorney-in-fact
By: /s/ Dan Dobrjankyj
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Title: Assistant Vice President
By: /s/ Aurelio Almonte
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Title: Associate
THE BANK OF NEW YORK
By: /s/ Julie B. Follosco
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Title: Vice President
BHF (USA) CAPITAL CORPORATION
By: /s/ Dan Dobrjanskyj
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Title: Assistant Vice President
By: /s/ Aurelio Almonte
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Associate
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BHF-BANK AKTIENGESELLSCHAFT
By:
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Name:
Title:
CERES FINANCE, LTD.
By:
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Title:
COMERICA BANK
By: /s/ Dan Roman
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Title: Vice President
CONTINENTAL ASSURANCE COMPANY
By: TCW ASSET Management Company
As Attorney-in-Fact
By: /s/ Mark L. Gold
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Title: Managing Director
By: /s/ Justin L. Driscol
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Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By:
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Name:
Title:
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CYPRESSTREE INVESTMENT FUND, LLC
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., its Managing
Member
By: /s/ Timothy M. Barns
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Title: Managing Director
CYPRESSTREE INVESTMENT PARTNERS II, LTD.,
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as Portfolio
Manager
By: /s/ Timothy M. Barns
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Title: Managing Director
ELC (CAYMAN) LTD.
By:
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Name:
Title:
FLEET NATIONAL BANK
By: /s/ Howard J. Diamond
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Title: Vice President
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FLEET BUSINESS CREDIT CORPORATION
By: /s/ John W. Wattinger
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Title: Vice President
FREMONT INVESTMENT AND LOAN
By: /s/ Randolph M. Ross
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Title: Vice President - Senior Portfolio
Manager
GENERAL ELECTRIC CAPITAL CORP
By: /s/ James J. Russell
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Title: Vice President
KZH CRESCENT 2 LLC
By: /s/ Virginia Conway
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Title: Authorized Agent
KZH CRESCENT 3 LLC
By: /s/ Virginia Conway
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Title: Authorized Agent
KZH CRESCENT LLC
By: /s/ Virginia Conway
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Title: Authorized Agent
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KZH III LLC
By: /s/ Virginia Conway
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Title: Authorized Agent
KZH RIVERSIDE LLC
By: /s/ Virginia Conway
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Title: Authorized Agent
KZH CYPRESS TREE-1 LLC
By: /s/ Virginia Conway
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Title: Authorized Agent
MASSACHUSETTS MUTUAL LIFE INSURANCE
By: /s/ Lisa J. Yoerg
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Title: Managing Director
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities Genpar, LP
Its General Partner
By: Oak Hill Securities MLP Inc.
Its General Partner
By: /s/ Scott D. Krase
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Title: Vice President
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OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO
By:
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Name:
Title:
BANQUE PARIBAS
By: /s/ Larry Robinson
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Title: Vice President
By: /s/ Chuck Irwin
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Title: Vice President
SEQUILS I, LTD.
By: /s/ Justin L. Driscoll
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Title: Senior Vice President
By: /s/ Mark L. Gold
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Title: Managing Director
SOCIETE GENERALE
By:
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Name:
Title:
SOMERS CDO, LIMITED
By: /s/ Lisa J. Yoerg
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Title: Managing Director
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U.S. BANK NATIONAL ASSOCIATION
By:
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Name:
Title:
WELLS FARGO BANK, N.A.
By: /s/ Dana Cagle
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Title: Vice President
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Each of the undersigned hereby consents to the foregoing Amendment
and hereby confirms, reaffirms and restates that its obligations under or in
respect of the Credit Agreement and the documents related thereto to which it is
party are and shall remain in full force and effect after giving effect to the
foregoing Amendment and agrees and confirms, in the case of National Crane
Corporation, that it is a party to the Guarantee and Collateral Agreement as a
Grantor thereunder:
GROVE HOLDINGS LLC
By: /s/ Stephen L. Cripe
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Title: Vice President and Chief Financial
Officer
GROVE WORLDWIDE LLC
By: /s/ Stephen L. Cripe
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Title: Senior Vice President and Chief
Financial Officer
GROVE CAPITAL, INC.
By: /s/ Stephen L. Cripe
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Title: Vice President and Chief Financial
Officer
GROVE U.S. LLC
By: /s/ Stephen L. Cripe
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Title: Senior Vice President and Chief
Financial Officer
CRANE ACQUISITION CORPORATION
By: /s/ Stephen L. Cripe
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Title: Vice President and Chief Financial
Officer
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CRANE HOLDING INC.
By: /s/ Stephen L. Cripe
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Title: Vice President
GROVE FINANCE LLC
By: /s/ Stephen L. Cripe
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Title: Vice President and Chief Financial
Officer
NATIONAL CRANE CORPORATION
By: /s/ Stephen L. Cripe
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Title: Vice President
