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FORM 8-K
CURRENT REPORT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
OCTOBER 20, 2000
Date of Report (Date of earliest event reported)
GROVE WORLDWIDE LLC
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or other jurisdiction of incorporation)
333-57611 23-2955766
(Commission File Number) (IRS Employer Identification Number)
1565 BUCHANAN TRAIL EAST, SHADY GROVE, PA 17256
(Address of Principal Executive Offices)
(717) 597-8121
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
A Second Amendment and Waiver ("Second Amendment") to the Credit Agreement,
dated as of April 29, 1998, as amended, has been approved by Grove Worldwide LLC
(the "Company"), Grove Capital, Inc, certain banks and other financial
institutions party to the Credit Agreement and The Chase Manhattan Bank, as
Administrative Agent, effective as of October 20, 2000.
At September 30, 2000 the Company had a bank credit facility (the "Bank Credit
Facility") consisting of a $200.0 million term loan facility ("Term Loan
Facility") and a $125.0 million revolving credit facility ("Revolving Credit
Facility"). The Second Amendment provides for (i) a permanent reduction in the
amount of the revolving credit facility to $66.25 million effective with the
Second Amendment and to $60.0 million effective March 31, 2001 and (ii) higher
borrowing and commitment fee rates. As amended, the Revolving Credit Facility
enables the Company to obtain revolving credit loans for working capital and
general corporate purposes. Borrowings outstanding under the Revolving Credit
Facility cannot exceed a borrowing base determined by the Company's eligible US
and German receivables and inventory. The Company also pays a 0.75% fee on the
unused portion of the Bank Credit Facility. Without the Second Amendment, the
Company would not have been in compliance with two of the financial covenants
required by the Bank Credit Facility.
At September 30, 2000 total borrowings under the Revolving Credit facility were
$35.0 million. Average month-end borrowings for the previous twelve months were
$22.5 million. Following the effectiveness of the Second Amendment, total
availability under the Revolving Credit Facility was $29.0 million.
Furthermore, the Second Amendment waives the Consolidated Fixed Charges Coverage
ratio and amends the Senior Leverage Ratio to be less restrictive to the Company
though December 31, 2001. The Second Amendment also requires minimum earnings
for the Company through December 31, 2001 as measured by Earnings Before
Interest, Taxes, Depreciation and Amortization (EBITDA) and limits the Company's
capital expenditures to $14.0 million for the next twelve months.
Loans under the Bank Credit Facility bear interest (a) in the case of loans
in U.S. dollars, at the highest of (x) 1/2 of 1% in excess of the Federal
Funds Effective Rate (as defined in the Bank Credit Facility), (y) 1.0% in
excess of a certificate of deposit rate, and (z) the Administrative Agent's
prime rate, plus the applicable margin (as defined in the Bank Credit
Facility); or (b) in the case of all loans, the relevant Eurocurrency Rate
(as defined in the Bank Credit Facility) as determined by the Administrative
Agent, plus the applicable margin. For the year ended September 30, 2000 the
applicable margin for borrowings under the Revolving Credit and Term Loan
Facilities was 3.0% and 3.5%, respectively. Following the effectiveness of
the Second Amendment, the applicable margin is 4% on borrowings currently
outstanding under the Bank Credit Facility.
ITEM 7. EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
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Exhibit No. Description of Exhibit
10.22* Second Amendment and Waiver, dated as of October 20, 2000, to
the Credit Agreement, dated as of April 29, 1998, as
amended, among Grove Worldwide LLC, Grove Capital, Inc., the
several banks and other financial institutions or entities
from time to time parties to the Credit Agreement and The
Chase Manhattan Bank, as Administrative Agent.
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* Filed Herewith.
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 THEREUNTO DULY AUTHORIZED.
GROVE WORLDWIDE LLC
BY /s/ Stephen L. Cripe
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STEPHEN L. CRIPE
CHIEF FINANCIAL OFFICER
DATE: OCTOBER 31, 2000 (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
