<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1998
REGISTRATION NO. 333-57609
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 HOLDINGS LLC GROVE HOLDINGS 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)
52-2089467 52-2090024
(I.R.S. Employer Identification (I.R.S. Employer Identification
Number) Number)
201 MAIN STREET, SUITE 3200 1565 BUCHANAN TRAIL EAST
FORT WORTH, TEXAS 76102 SHADY GROVE, PENNSYLVANIA 17256
(817) 390-8500 (717) 597-8121
(Address, including zip code, and (Address, including zip code, and
telephone number, including area telephone number, including area
code, of registrant's principal code, of registrant's principal
executive offices) executive offices)
</TABLE>
SALVATORE J. BONANNO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GROVE HOLDINGS 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>
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 Holdings LLC ("Holdings") 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 Holdings, 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 Holdings or its affiliates is a
"Covered Person." No Covered Person shall be liable to Holdings 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
Holdings 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 Holdings and upon such information, opinions, reports or statements
presented to Holdings 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 Holdings,
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 Holdings Capital, Inc. ("Grove Holdings Capital")
certificate of incorporation and Article 8 of Grove Holdings Capital's by-laws
provide that Grove Holdings 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 Holdings
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 Holdings Capital, or, at the request of Grove
Holdings 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,
II-1
<PAGE>
amounts paid in settlement and costs, charges and expenses (including attorneys'
fees, disbursements and other charges). Persons who are not directors or
officers of Grove Holdings Capital (or otherwise entitled to indemnification
pursuant to the preceding sentence) may be similarly indemnified in respect of
service to Grove Holdings Capital or to an Other Entity at the request of Grove
Holdings Capital to the extent the board of directors of Grove Holdings 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 Holdings 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.
The Directors' and Officers' Liability and Reimbursement Insurance Policy
covering Holdings and Grove Holdings Capital is designed to reimburse Holdings
and Grove Holdings Capital 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 Holdings and
Grove Holdings Capital pursuant to the foregoing provisions, Holdings and Grove
Holdings Capital have 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 dated April 29,
1998 between the Holding, Grove Holdings Capital and Donaldson, Lufkin &
Jenrette Securities Corporation and Chase Securities Inc. (the "Initial
Purchasers") (the "Registration Rights Agreement"), the holders of the
Debentures have agreed to indemnify Holdings and Grove Holdings Capital and
their directors 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 Holdings and Grove Holdings
Capital.
The Purchase Agreement dated as of April 29, 1998, by and among Holdings,
Grove Holdings Capital and Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ") and Chase Securities Inc. ("Chase Securities," together with DLJ, the
"Initial Purchasers"), contains provisions by which the Initial Purchasers agree
to indemnify Holdings and Grove Holdings Capital 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 Holdings and Grove Holdings
Capital.
Section 10.07 of the Indenture dated as of April 29, 1998, by and among
Holdings, Grove Holdings Capital and the United States Trust Company of New York
provides that the holders of the Debentures have agreed to waive all liability
for any obligations incurred by Holdings and Grove Holdings Capital under the
Debentures or the Indenture or for any claim based on, in respect of, or by
reason of such obligations or their creation, against any incorporator, member,
director, officer, employee or stockholder, as such, of Holdings and Grove
Holdings Capital, and have agreed to the release of such persons from any such
liability.
II-2
<PAGE>
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 Holdings and Grove Holdings Capital and
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") and Chase Securities Inc. ("Chase
Securities," together with DLJ, the "Initial Purchasers").
3.1* Amended and Restated Limited Liability Company Agreement of Holdings.
3.2* Articles of Incorporation of Grove Holdings Capital.
3.3* By-laws of Grove Holdings Capital.
4.1* Indenture dated as of April 29, 1998, by and among Holdings and Grove Holdings Capital and the United
States Trust Company of New York (the "Indenture").
4.2* Form of 11 5/8% Senior Discount Debentures due 2009 (see Exhibit A of the Indenture).
4.3 Form of new 11 5/8% Senior Discount Debentures due 2009.
4.4* Registration Rights Agreement dated as of April 29, 1998, by and among Holdings and Grove Holdings
Capital and the Initial Purchasers.
4.5* Credit Agreement dated April 29, 1998, by and among Grove Worldwide LLC, Grove Capital, Inc. 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 Debentures.
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 Worldwide LLC 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 Grove Worldwide LLC and
the Sellers.
10.3* George Group Consulting Agreement dated as of April 29, 1998 by and between Grove Worldwide LLC and
George Group Inc.
10.4* Employment Agreement dated as of March 5, 1998 by and between Grove Worldwide LLC and Salvatore J.
Bonanno.
10.5* Change of Control Agreement dated July 24, 1997 by and between Grove Worldwide and James A. Kolinski.
10.6* Change of Control Agreement dated July 24, 1997 by and between Grove Worldwide and Joseph A. Shull.
10.7* Change of Control Agreement dated July 24, 1997 by and between Grove Worldwide and Robert J. Sliwa.
10.8* Change of Control Agreement dated July 24, 1997 by and between Grove Worldwide and Keith R. Simmons.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- -----------------------------------------------------------------------------------------------------
<C> <S>
10.9* Change of Control Agreement dated July 24, 1997 by and between Grove Worldwide and Theodore J.
Urbanek.
10.10* Change of Control Agreement dated July 24, 1997 by and between Grove Worldwide LLC 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 Worldwide LLC, 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., ans 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., ans amended by Addendum No. One, dated June 29, 1996.
10.16* Consent Letter, dated April 27, 1998 from Grove Worldwide LLC to Baan U.S.A. Inc.
12.1* Statement of Computation of Ratios of Earnings to Fixed Charges.
21.1* Subsidiaries of Holdings.
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).
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.
II-4
<PAGE>
(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 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 preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Securities Act of 1933 and is used in
II-5
<PAGE>
connection with an 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 purposes 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.
II-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, GROVE HOLDINGS 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 HOLDINGS 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.
SIGNATURES TITLE
- ------------------------------ ---------------------------
Chairman and Chief
Executive Officer and
/s/ SALVATORE J. BONANNO Member (Principal
- ------------------------------ Executive Officer,
Salvatore J. Bonanno Principal Financial
Officer and 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
* Member
- ------------------------------
Anthony P. Scotto
<TABLE>
<S> <C> <C> <C>
*By: /s/ SALVATORE J.
BONANNO
-------------------------
Salvatore J. Bonanno
Attorney-in-fact
</TABLE>
II-7
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, GROVE HOLDINGS 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 HOLDINGS 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
- ------------------------------ ---------------------------
Chairman and Chief
Executive Officer and
/s/ SALVATORE J. BONANNO Member (Principal
- ------------------------------ Executive Officer,
Salvatore J. Bonanno Principal Financial
Officer and and Principal
Accounting Officer)
* Director
- ------------------------------
Robert B. Henske
/s/ SALVATORE J. BONANNO Director
- ------------------------------
Salvatore J. Bonanno
* Director
- ------------------------------
Anthony P. Scotto
<TABLE>
<S> <C> <C> <C>
*By: /s/ SALVATORE J.
BONANNO
-------------------------
Salvatore J. Bonanno
Attorney-in-fact
</TABLE>
II-8
<PAGE>
Exhibit 4.3
EXHIBIT A-1
(Face of Debenture)
11 5/8% Senior Discount Debentures due 2009
No. _____ $_________________
CUSIP NO.
Grove Holdings LLC and Grove Holdings Capital, Inc. promise to
pay to_________________ or registered assigns, the principal sum of
________________ Dollars on______________, 2009.
Interest Payment Dates: May 1 and November 1
Record Dates: April 15 and October 15
GROVE HOLDINGS LLC
By:______________________________
Name:
Title:
GROVE HOLDINGS CAPITAL, INC.
By:______________________________
Name:
Title:
Dated: ___________
This is one of the [Global]
Debentures 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 Debenture)
11 5/8% Senior Discount Debentures due 2009
[Unless and until it is exchanged in whole or in part for
Debentures in definitive form, this Debenture 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)
"FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH
ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE
ISSUE PRICE IS $568.01, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $431.99, THE
ISSUE DATE IS APRIL 29, 1998 AND THE YIELD TO MATURITY IS 11 5/8% PER ANNUM."
Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.
1. INTEREST. Grove Holdings LLC, a Delaware limited liability
company ("Holdings") and Grove Holdings Capital, Inc., a Delaware corporation
("Grove Capital" and together with Holdings, the "Issuers"), promise to pay
interest on the principal amount of this Debenture at 11 5/8% per annum from
November 1, 2003 until maturity, shall pay the aggregate principal amount of
this Debenture on May 1, 2009 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, if any, semi-annually on
May 1 and November 1 (each an "Interest Payment Date") of each applicable year,
or if any such day is not a Business Day, on the next succeeding Business Day.
The Debentures will accrete at a rate of 11 5/8% per annum, compounded
semi-annually to an aggregate principal amount of $88,000,000 at May 1, 2003.
Thereafter, interest on the Debentures will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from May 1, 2003.
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
Debentures (except defaulted interest) and Liquidated Damages to the Persons who
are registered Holders of Debentures at the close of business on the April 15 or
October 15 next preceding the Interest Payment Date, even if such Debentures are
canceled after such record date and on or before such Interest Payment Date,
except as
- -----------------------------
(1) This paragraph should be included only if the Debenture is issued in global
form.
A-1-2
<PAGE>
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Debentures 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,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Debentures and all other Debentures the Holders of which
shall have provided wire transfer instructions to the Issuers or the Paying
Agent. Such payment shall be 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 Debentures under an
Indenture dated as of April 29, 1998 (the "Indenture") by and among the Issuers
and the Trustee. The terms of the Debentures 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 Section 77aaa-77bbbb). The
Debentures 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 Debenture conflicts with the express provisions of the
Indenture, the provisions of the indenture shall govern and be controlling. The
Debentures are general unsecured Obligations of the Issuers limited to $150.0
million in aggregate principal amount at maturity.
5. OPTIONAL REDEMPTION.
(a) The Issuers shall have the option to redeem the
Debentures, 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............................................... 105.813%
2004............................................... 103.875%
2005............................................... 101.938%
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 Debentures originally issued at a redemption price
equal to 111.625% of the Accreted Value (determined at the date of redemption)
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 Debentures originally issued remain outstanding immediately after the
occurrence of such redemption (excluding Debentures held by Holdings 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.
A-1-3
<PAGE>
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 Debentures.
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
Debentures at a purchase price equal to 101% of the Accreted Value thereof on
the date of purchase (if such date of purchase is prior to May 1, 2003) or 101%
of the aggregate principal amount thereof (if such date of purchase is on or
after May 1, 2003) plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date of purchase (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
Debentures (an "Asset Sale Offer") to purchase the maximum principal amount of
Debentures that may be purchased out of the Excess Proceeds, at an offer price
in cash in an amount equal to 100% of Accreted Value thereof on the date of
purchase (if such date of purchase is prior to May 1, 2003) or 101% of the
aggregate principal amount thereof (if such date of purchase is on or after May
1, 2003) 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, Holdings may use such Excess Proceeds for any purpose
not otherwise prohibited by the Indenture. If the aggregate principal amount of
Debentures tendered into such Asset Sale Offer surrendered by Holders thereof
exceeds the amount of Excess Proceeds, the Trustee shall select the Debentures
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 Debentures 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 Debentures
purchased by completing the form titled "Option of Holder to Elect Purchase"
appearing below.
8. NOTICE OF REDEMPTION. Notice of redemption will be mailed
by first-class mail, at least 30 days but not more than 60 days before the
redemption date to each Holder whose Debentures are to be redeemed at its
registered address. Debentures in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000, unless all of the
Debentures held by a Holder are to be redeemed. On and after the redemption date
interest ceases to accrue on Debentures or portions thereof called for
redemption.
9. DENOMINATIONS, TRANSFER, EXCHANGE. The Debentures are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Debentures may be registered and Debentures
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 Debenture or portion of a Debenture
selected for redemption, except for the unredeemed portion of any Debenture
being redeemed in part. Also, the Issuers need not exchange or register the
transfer of any Debentures for aperiod of 15 days before a selection of
Debentures to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.
A-1-4
<PAGE>
10. PERSONS DEEMED OWNERS. The registered Holder of a
Debenture may be treated as its owner for all purposes.
11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Debentures may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Debentures and Additional Debentures, if any, voting as a
single class, and any existing default or compliance with any provision of the
Indenture or the Debentures may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Debentures and Additional
Debentures, if any, voting as a single class. Without the consent of any Holder
of a Debenture, the Indenture or the Debentures may be amended or supplemented
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Debentures in addition to or in place of certificated Debentures, to provide for
the assumption of the Issuers' obligations to Holders of the Debentures in case
of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Debentures 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, or to provide
for the Issuance of Additional Debentures in accordance with the limitations set
forth in the Indenture.
12. DEFAULTS AND REMEDIES. Events of Default include: (i)
default for 30 days in the payment when due of interest on, or Liquidated
Damages with respect to the Debentures; (ii) default in payment when due of
principal of or premium, if any, on the Debentures; (iii) failure by Holdings or
any of its Restricted Subsidiaries for 30 days after receipt by the Issuers of
notice from the Trustee or by the Issuers and the Trustee of notice from the
Holders of at least 25% in principal amount of Debentures then outstanding to
comply with the provisions described under Sections 4.07, 4.09, 4.10 or 4.14
hereof; (iv) failure by Holdings or any of its Restricted Subsidiaries for 60
days after receipt by the Issuers of notice from the Trustee or by the Issuers
and the Trustee of notice from the Holders of at least 25% in principal amount
of Debentures then outstanding to comply with any of its other agreements in the
Indenture or this Debenture; (v) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by Holdings or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by Holdings or
any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the date of the Indenture, which default (a) is
caused by a failure to pay principal of or premium, if any, or interest on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a "Payment Default") or (b) results in
the acceleration of such Indebtedness prior to its stated maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $10.0
million or more and provided that in the case of any guarantees, a default shall
not be deemed to occur unless Holdings or such Restricted Subsidiary, as
applicable, defaults in its payment obligations under such guarantee after
demand has been made in accordance with the terms of such guarantee; (vi)
failure by Holdings or any of its Restricted Subsidiaries to pay final judgments
aggregating in excess of $10.0 million (net of any amount with respect to which
a reputable insurance company with assets over $100.0 million has acknowledged
liability in writing), which judgments are not paid, discharged or stayed for a
period of 60 days; (vii) failure by Grove Worldwide LLC or its subsidiaries to
apply the proceeds from the Offering as set forth under the caption "Use of
Proceeds" in the Offering Memorandum prior to the 10th Business Day after the
date hereof; and (vii) certain events of bankruptcy or insolvency with respect
to Holdings or any of its Significant Subsidiaries.
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 Debentures may declare all the Debentures to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising
from certain events of
A-1-5
<PAGE>
bankruptcy or insolvency, all outstanding Debentures will become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Debentures except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Debentures may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Debentures 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
Debentures then outstanding by notice to the Trustee may on behalf of the
Holders of all of the Debentures 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 Debentures. The
Issuers are required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, 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 Debentures 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 Debenture waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Debentures.
15. AUTHENTICATION. This Debenture 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
DEBENTURES AND RESTRICTED DEFINITIVE DEBENTURES. In addition to the rights
provided to Holders of Debentures under the Indenture, Holders of Restricted
Global Debentures and Restricted Definitive Debentures shall have all the rights
set forth in the Registration Rights Agreement dated as of April 29, 1998,
between the Issuers and the parties named on the signature pages thereof or, in
the case of Additional Debentures, Holders of Restricted Global Debentures and
Restricted Definitive Debentures shall have the rights set forth in one or more
registration rights agreements, if any, between the Issuers and the other
parties thereto, relating to rights given by the Issuers to the purchasers of
any additional Debentures (collectively, 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 Debentures 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
theDebentures or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.
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 Holdings LLC
201 Main Street
Fort Worth, Texas 76102
Attention: Keith Simmons, Esq.
A-1-7
<PAGE>
ASSIGNMENT FORM
To assign this Debenture, fill in the form below: (I) or (we)
assign and transfer this Debenture 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 Debenture 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 Debenture)
Signature Guarantee: ________________________
A-1-8
<PAGE>
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Debenture purchased by
Holdings 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 Debenture
purchased by Holdings pursuant to Section 41.0 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 Debenture)
Signature Guarantee: ________________________
A-1-9
<PAGE>
SCHEDULE OF TRANSFER OR EXCHANGES OF INTERESTS IN THE GLOBAL
DEBENTURE(2)
The following transfers or exchanges of a part of this Global
Debenture for an interest in another Global Debenture or for a Definitive
Debenture, or transfers or exchanges of a part of another Global Debenture or
Definitive Debenture for an interest in this Global Debenture, have been made:
<TABLE>
<CAPTION>
Principal Amount
Amount of Amount of Increase at maturity of
decrease in in Principal this Global Signature of
Principal Amount Amount Debenture authorized officer
at maturity of at maturity of following such of Trustee or
this Global this Global decrease (or Debenture
Date of Exchange Debenture Debenture increase) Custodian
- ---------------- ----------------- ------------------ ----------------- ------------------
<S> <C> <C> <C>
</TABLE>
- -----------------------------------
(2) This schedule should only be included if the Debentures are issued in global
form.
A-1-10
<PAGE>
Exhibit 5.1
PAUL, WEISS, RIFKIND, WHARTON, & GARRISON
July 9, 1998
Grove Holdings LLC
Grove Holdings Capital, Inc.
201 Main Street
Fort Worth, Texas 76102
Registration Statement on Form S-4 (File No. 333-57609)
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by Grove Holdings LLC, a Delaware limited
liability company (the "Company"), and Grove Holdings Capital, Inc., a
Delaware corporation ("Grove Holdings Capital" and together with the Company,
the "Issuers"), 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
<PAGE>
Grove Holdings LLC 2
under the Act of the Issuers' 11 5/8% Senior Discount Debentures due 2009
(the "Exchange Debentures"). The Exchange Debentures are to be offered in
exchange for the Issuers' outstanding 11 5/8% Senior Discount
Debentures due 2009 (the "Existing Debentures") issued and sold by the
Issuers on April 29, 1998 in an offering exempt from registration under the
Act. The Exchange Debentures 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 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);
(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 and Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") and
Chase Securities Inc. ("Chase Securities" and together with DLJ, the
"Initial Purchasers") included as Exhibit 1.1 to the Registration Statement;
(iv) the proposed form of the Exchange Debentures included as Exhibit
4.3 to the Registration Statement; and
<PAGE>
Grove Holdings LLC 3
(v) the Registration Rights Agreement, dated as of April 29, 1998,
among the Issuers and the Initial Purchasers (the "Registration Rights
Agreement"), included as Exhibit 4.4 to the Registration Statement.
In addition, we have examined: (i) corporate and limited liability
company records of the Issuers 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, (ii) the enforceability of
the Documents against each party to them (other than the Issuers), (iii) the
necessary power and authority of each of the Issuers 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 of
each of the Documents to which it is a party, (v) that the authorization,
execution and delivery by each of the Issuers of each Document to which it is
a party and the consummation by each of the Issuers 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 Debentures 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
<PAGE>
Grove Holdings LLC 4
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 opinions set forth below, we have relied upon the
factual matters contained in the representations and warranties of the
Issuers made in the Documents and upon certificates of public officials and
officers of the Issuers.
Based upon the above, and subject to the stated assumptions, exceptions
and qualifications, we are of the opinion that when issued, authenticated and
delivered in accordance with the terms of the Indenture and against exchange
for the Existing Debentures in accordance with the terms set forth in the
Registration Rights Agreement, the Exchange Debentures will be legal, valid
and binding obligations of the Issuers enforceable against the Issuers in
accordance with their terms.
The foregoing opinions are subject to the assumption and qualification
that the enforceability of the Indenture and the Exchange Debentures 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 Holdings LLC 5
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 the 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 HOLDINGS LLC
(Exact name of obligor as specified in its charter)
Delaware 52-2089467
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
201 Main Street
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
GROVE HOLDINGS CAPITAL, INC.
(Exact name of obligor as specified in its charter)
Delaware 52-2090024
(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)
11 5/8% Senior Discount Debentures due 2009
(Title of the indenture securities)
<PAGE>
-2-
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 29, 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 HOLDINGS LLC
GROVE HOLDINGS CAPITAL, INC.
OFFER TO EXCHANGE THEIR
11 5/8% SENIOR DISCOUNT DEBENTURES DUE 2009, WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1993, FOR ANY AND ALL OF THEIR OUTSTANDING 11 5/8%
SENIOR DISCOUNT
DEBENTURES DUE 2009
PURSUANT TO THE PROSPECTUS, DATED , 1998
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:OO 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.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated , 1998 (the "Prospectus"), of Grove Holdings LLC, a
Delaware limited liability company (the "Company" or "Grove"), and Grove
Holdings 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 $88,000,000 in aggregate
principal amount at maturity of their 11 5/8% Senior Discount
<PAGE>
Debentures due 2009 (the "Exchange Debentures"), for a like principal amount of
their outstanding 11 5/8% Senior Discount Debentures due 2009 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 Discount
Debentures").
For each Senior Discount Debenture accepted for exchange, the holder of such
Senior Discount Debenture will receive an Exchange Debenture having a principal
amount equal to that of the surrendered Senior Discount Debenture.
This Letter is to be completed by a holder of Senior Discount Debentures
either if certificates are to be forwarded herewith or if a tender of
certificates for Senior Discount Debentures, 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
Discount Debentures" section of the Prospectus and an Agent's Message (as
defined herein) is not delivered. Holders of Senior Discount Debentures whose
certificates are not immediately available, or who are unable to deliver their
certificates or confirmation of the book-entry tender of their Senior Discount
Debentures 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
Discount Debentures according to the guaranteed delivery procedures set forth in
"The Exchange Offer--Procedures for Tendering Senior Discount Debentures"
section of the Prospectus. See Instruction 1. Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.
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 Discount Debentures to which this Letter relates. If
the space provided below is inadequate, the certificate numbers and principal
amount of Senior Discount Debentures should be listed on a separate signed
schedule affixed hereto.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
DESCRIPTION OF SENIOR DISCOUNT DEBENTURES
---------------------------------------------------------------------------------------
(1) (2) (3)
AGGREGATE
PRINCIPAL
AMOUNT OF
NAME(S) AND ADDRESS(ES) OF REGISTERED SENIOR PRINCIPAL
HOLDER(S) CERTIFICATE DISCOUNT AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* DEBENTURE(S) TENDERED**
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
TOTAL
<CAPTION>
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
* NEED NOT BE COMPLETED IF SENIOR DISCOUNT DEBENTURES 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 DISCOUNT DEBENTURES REPRESENTED BY THE SENIOR DISCOUNT DEBENTURES
INDICATED IN COLUMN 2. SEE INSTRUCTION 2. SENIOR DISCOUNT DEBENTURES TENDERED HEREBY
MUST BE IN DENOMINATIONS OF PRINCIPAL AMOUNT OF $1,000 AND ANY INTEGRAL MULTIPLE
THEREOF. SEE INSTRUCTION 1.
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
/ / CHECK HERE IF TENDERED SENIOR DISCOUNT DEBENTURES 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 Discount Debentures to the Exchange Agent's Acczount 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 Discount Debentures 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 Discount Debentures 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.
/ / CHECK HERE IF TENDERED SENIOR DISCOUNT DEBENTURES 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 Debentures. If the undersigned is a broker-dealer that will receive
Exchange Debentures for its own account in exchange for Senior Discount
Debentures, it represents that the Senior Discount Debentures to be exchanged
for Exchange Debentures 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 Debentures; 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.
<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 Discount Debentures indicated above. Subject to, and effective upon, the
acceptance for exchange of the Senior Discount Debentures 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 Discount Debentures
as are being tendered hereby, and irrevocably constitutes and appoints the
Exchange Agent as agent and attorney-in-fact to cause the Senior Discount
Debentures 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 Discount
Debentures tendered hereby and to acquire Exchange Debentures issuable upon the
exchange of such tendered Senior Discount Debentures, 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 Debentures acquired pursuant to the Exchange Offer are
being acquired in the ordinary course of business of the person receiving such
Exchange Debentures, 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 Discount Debentures
or the Exchange Debentures; and (D) if such holder is a broker or dealer
registered under the Exchange Act, it will receive the Exchange Debentures for
its own account in exchange for Senior Discount Debenture 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 Debentures. The undersigned also warrants that acceptance of any
tendered Senior Discount Debentures by the Issuers and the issuance of Exchange
Debentures 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 Debentures issued in exchange for the Senior Discount
Debentures 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 Debentures 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 Debentures 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 Debentures and are not participating in , and
do not intend to participate in, the distribution of the Exchange Debentures.
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 Debentures 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 Debentures. If the
undersigned is a broker-dealer that will receive Exchange Debentures for its own
account in exchange for Senior Discount Debentures, it represents that the
Senior Discount Debentures to be exchanged for the Exchange Debentures were
acquired by it as a result of market-making or other trading activities and
acknowledges that it will deliver
<PAGE>
a prospectus in connection with any resale of such Exchange Debentures; 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 Discount
Debentures 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 Debentures for its own account for investment purposes
(or for the account of the beneficial owner of such Exchange Debentures 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 Discount Debentures 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 Debentures (and, if applicable,
substitute certificates representing Senior Discount Debentures for any Senior
Discount Debentures not exchanged) in the name of the undersigned or, in the
case of a book-entry delivery of Senior Discount Debentures, 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 Debentures (and, if applicable,
substitute certificates representing Senior Discount Debentures for any Senior
Discount Debentures not exchanged) to the undersigned at the address shown above
in the box entitled "Description of Senior Discount Debentures."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF SENIOR
DISCOUNT DEBENTURES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE SENIOR DISCOUNT DEBENTURES AS SET FORTH IN SUCH BOX ABOVE.
<PAGE>
- -------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Senior Discount Debentures not
exchanged and/or Exchange Debentures 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 Discount Debentures 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 Debentures and/or Senior Discount Debentures to:
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
__________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
(Complete Substitute Form W-9)
Credit unexchanged Senior Discount Debentures 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 Discount Debentures not
exchanged and/or Exchange Debentures 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 Discount Debentures" on this Letter above.
Mail: Exchange Debentures and/or Senior Discount Debentures 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 DISCOUNT DEBENTURES 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.
<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)
x
- -------------------------------------------
- -------------------------------, 1998
x
- -------------------------------------------
- -------------------------------, 1998
SIGNATURE(S) OF OWNER DATE
Area Code and Telephone Number
- --------------------------------------------------
If a holder is tendering any Senior Discount Debentures, this Letter must be
signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Senior Discount Debentures 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
- --------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE THEIR
11 5/8% SENIOR DISCOUNT DEBENTURES DUE 2009, WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT, FOR ANY AND ALL OUTSTANDING 9 1/4% SENIOR DISCOUNT
DEBENTURES DUE 2009 OF
GROVE HOLDINGS LLC AND GROVE HOLDINGS CAPITAL, INC.
1. DELIVERY OF THIS LETTER AND DEBENTURES; GUARANTEED DELIVERY PROCEDURES.
This letter is to be completed by note holders 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 Discount Debentures" section of the Prospectus
and an Agent's Message is not delivered. Certificates for all physically
tendered Senior Discount Debentures, 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 Discount Debentures 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 Discount Debentures 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 Discount Debentures 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 Discount Debentures pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer -- Procedures for Tendering Senior
Discount Debentures" 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 Discount Debentures and the amount of Senior Discount Debentures
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 Discount Debentures, 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 Discount Debentures, 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 Discount Debentures 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 Discount Debentures 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.
<PAGE>
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Senior Discount Debentures evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Senior Discount Debentures to be tendered in the
box above entitled "Description of Senior Discount Debentures -- Principal
Amount Tendered." A reissued certificate representing the balance of nontendered
Senior Discount Debentures 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 Discount Debentures 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 Discount
Debentures 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 Discount Debentures are owned of record by two or
more joint owners, all of such owners must sign this Letter.
If any tendered Senior Discount Debentures 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
Discount Debentures specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Debentures are to be issued, or any untendered Senior Discount Debentures 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 DISCOUNT DEBENTURES 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 DISCOUNT DEBENTURES ARE TENDERED: (I) BY A REGISTERED HOLDER
OF SENIOR DISCOUNT DEBENTURES (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 DISCOUNT
DEBENTURES) 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.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Senior Discount Debentures should indicate in the
applicable box the name and address to which New Debentures issued pursuant to
the Exchange Offer and/or substitute certificates evidencing Senior Discount
Debentures 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
<PAGE>
identification or social security number of the person named must also be
indicated. Holders tendering Senior Discount Debentures by book-entry transfer
may request that Senior Discount Debentures 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 Discount
Debentures 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 Discount Debentures 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 Debentures
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 Discount Debentures (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 Discount
Debentures 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 Discount Debentures 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
Discount Debentures 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.
Debenture: 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 Discount Debentures to it or its order pursuant to the Exchange Offer.
If, however, Exchange Debentures and/or substitute Senior Discount Debentures
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 Discount
Debentures tendered hereby, or if tendered Senior Discount Debentures 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
Discount Debentures 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 DISCOUNT DEBENTURES SPECIFIED IN
THIS LETTER.
<PAGE>
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 Discount Debentures, by execution of
this Letter, shall waive any right to receive notice of the acceptance of their
Senior Discount Debentures 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
Discount Debentures nor shall any of them incur any liability for failure to
give any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED SENIOR DISCOUNT DEBENTURES.
Any holder whose Senior Discount Debentures 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 Discount Debentures so tendered.
<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
<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>
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
OFFER TO EXCHANGE THEIR
11 5/8% SENIOR DISCOUNT DEBENTURES DUE 2009, WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1993, AS AMENDED, FOR ANY AND ALL OF THEIR
OUTSTANDING 11 5/8% SENIOR DISCOUNT DEBENTURES DUE 2009
OF
GROVE HOLDINGS LLC
GROVE HOLDINGS CAPITAL, INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Grove Holdings LLC, a Delaware limited liability company (the
"Company" or "Grove"), and Grove Holdings 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 11 5/8% Senior
Discount Debentures due 2009 of the Issuers (the "Senior Discount Debentures")
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 Discount
Debentures 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) 548-6565
Facsimile: (212) 780-0592
BY OVERNIGHT COURIER AND BY HAND AFTER 4:30 United States Trust Company of New York
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>
2
<PAGE>
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 Discount Debentures set forth below,
pursuant to the guaranteed delivery procedure described in "The Exchange
Offer--Procedures for Tendering Senior Discount Debentures" section of the
Prospectus.
<TABLE>
<S> <C>
Principal Amount of Senior Discount
Debentures Tendered:*
If Senior Discount Debentures will be
delivered by book-entry transfer to The
Depository Trust Company, provide account
Certificate Nos. (if available): number.
Account Number
Total Principal Amount Represented by Senior
Discount Debentures Certificate(s):
</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.
3
<PAGE>
PLEASE SIGN HERE
<TABLE>
<S> <C> <C>
X
X
Signature(s) of Owner(s) or Authorized Signatory Date
Area Code and Telephone Number:
</TABLE>
Must be signed by the holder(s) of Senior Discount Debentures as their
name(s) appear(s) on certificate(s) for Senior Discount Debentures 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>
4
<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
Discount Debentures tendered hereby in proper form for transfer, or timely
confirmation of the book-entry transfer of such Senior Discount Debentures 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
Discount Debentures" 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 DISCOUNT DEBENTURES WITH THIS FORM.
CERTIFICATES FOR SENIOR DISCOUNT DEBENTURES SHOULD ONLY BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
5
<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 TAXPAYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF-
- ---------------------------------------------------------------
<S> <C> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first
individual on the
account(1)
3. Husband and wife (joint The actual owner of the
account) account or, if joint
funds, either person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the minor(1)
6. Account in the name of The ward, minor, or
the guardian or committee incompetent person(3)
for a designated ward,
minor, or incompetent
person
7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also
trustee)
b. So-called trust
account that is not a The actual owner(1)
legal or valid trust
under State law
8. Sole proprietorship The owner(4)
account
- ---------------------------------------------------------------
<CAPTION>
GIVE THE TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF-
<S> <C> <C>
- ---------------------------------------------------------------
9. A valid trust, estate, or The legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated
in the account title).(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held The partnership
in the name of the
business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or nominee
nominee
15. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a State
or local government,
school 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 HOLDINGS LLC
GROVE HOLDINGS CAPITAL, INC.
OFFER TO EXCHANGE THEIR
11 5/8% SENIOR DISCOUNT DEBENTURES DUE 2009, WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1993, AS AMENDED, FOR ANY AND ALL OF THEIR
OUTSTANDING 11 5/8%
SENIOR DISCOUNT DEBENTURES DUE 2009
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 Holdings LLC, a Delaware limited liability
company (the "Company" or "Grove"), and Grove Holdings 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 $88,000,000 in
aggregate principal amount at maturity of their 11 5/8% Senior Discount
Debentures due 2009 (the "Exchange Debentures") for up to $88,000,000 in
aggregate principal amount at maturity of their outstanding 11 5/8% Senior
Discount Debentures due 2009 of the Issuers (the 'Senior Discount Debentures')
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 Discount
Debentures 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 Discount
Debentures 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. You will, however, be
reimbursed by the Issuers for customary mailing and handling expenses incurred
by you to forwarding any of the enclosed materials to your clients. The Issuers
will pay all transfer taxes, if any, applicable to the tender of Senior Discount
Debentures 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 Discount Debentures and for the information of your clients
(facsimile copies of the Letter of Transmittal may be used to exchange
Senior Discount Debentures);
3. a form of letter that may be sent to your clients for whose accounts
you hold Senior Discount Debentures 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 DISCOUNT DEBENTURES 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 Discount Debentures, certificates for Senior Discount
Debentures 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 Discount Debenture 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 HOLDINGS LLC and
GROVE HOLDINGS 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 HOLDINGS LLC
GROVE HOLDINGS CAPITAL, INC.
OFFER TO EXCHANGE THEIR
11 5/8% SENIOR DISCOUNT DEBENTURES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993,
AS AMENDED, FOR ANY AND ALL OF THEIR
OUTSTANDING 11 5/8% SENIOR DISCOUNT DEBENTURES DUE 2009
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
$88,000,000 in aggregate principal amount at maturity of their 11 5/8% Senior
Discount Debentures due 2009 (the "Exchange Debentures") for a like principal
amount at maturity of their outstanding 11 5/8% Senior Discount Debentures due
2009 of the Issuers (the "Senior Discount Debentures") that were issued and sold
in a transaction exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act").
The material is being forwarded to you as the beneficial owner of Senior
Discount Debentures carried by us for your account or benefit but not registered
in your name. A tender of any Senior Discount Debentures may be made only by us
as the registered holder and pursuant to your instructions. Therefore, the
Issuers urge beneficial owners of Senior Discount Debentures 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 Discount
Debentures in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender any
or all of the Senior Discount Debentures 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 Discount Debentures.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender Senior Discount Debentures 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 Discount Debentures 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:
l. The Exchange Offer is for the exchange of $1,000 principal amount at
maturity of the Exchange Debentures for each $1,000 principal amount at
maturity of the Senior Discount Debentures. $225,000,000 aggregate principal
amount of the Senior Discount Debentures was outstanding as of ,
1998. The terms of the Exchange Debentures are substantially identical
(including principal amount, interest rate, maturity and ranking) to the
terms of the Senior Discount Debentures, except that the Exchange Debentures
(i) are not subject to certain restrictions on transfer applicable to the
Senior Discount Debentures and (ii) are not entitled to certain registration
rights which are applicable to the Senior Discount Debentures under a
registration rights agreement (the "Registration Rights Agreement") among
the Issuers and Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ")
and Chase Securities Inc. ("Chase Securities" and together with DLJ, the
"Initial Purchasers").
<PAGE>
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS, SEE "THE
EXCHANGE OFFER -- CERTAIN 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 Discount
Debentures 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 Discount Debentures 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 Discount Debentures
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 DISCOUNT DEBENTURES
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 Discount Debentures, including the Prospectus and
the Letter of Transmittal.
This form will instruct you to exchange the aggregate principal amount of
Senior Discount Debentures indicated below (or, if no aggregate principal amount
is indicated below, all Senior Discount Debentures) 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 Discount
Debentures 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
Discount Debentures Signature(s) in the -------------------------------------------
space above, all Senior Discount Debentures Signature(s)
held by 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>
