<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(MARK ONE)

(X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended April 1, 2000

                                       OR

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                                      ----

                        Commission File Number 333-77103

                                      ----

                               GROVE INVESTORS LLC
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                    DELAWARE
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                                      ----

                                   52-2089466
                                (I.R.S. EMPLOYER
                             IDENTIFICATION NUMBER)

                                      ----

                            1565 BUCHANAN TRAIL EAST
                         SHADY GROVE, PENNSYLVANIA 17256
                                 (717) 597-8121
                   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
                  NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S
                          PRINCIPAL EXECUTIVE OFFICES)

                                      ----

Indicate by check mark whether the registrant (1) has filed all the reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days. Yes |X| No |_|

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |X| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. None.
<PAGE>

                               GROVE INVESTORS LLC
                     INDEX TO QUARTERLY REPORT ON FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED APRIL 1, 2000

                                                                            PAGE
                                                                            ----
                                     PART I

Item 1 Financial statements
           Condensed Consolidated Balance Sheets as of October 2, 1999 and
           April 1, 2000.......................................................1

           Condensed Consolidated Statements of Operations for the three and
           six months ended April 3, 1999 and April 1, 2000....................2

           Condensed Consolidated Statements of Comprehensive Loss for the
           three and six months ended April 3, 1999 and April 1, 2000..........3

           Condensed Consolidated Statements of Cash Flows for the six
           months ended April 3, 1999 and April 1, 2000........................4

           Notes to Condensed Consolidated Financial
           Statements..........................................................5

Item 2 Managements discussion and analysis of financial condition
       and results of operations...............................................9

Item 3 Quantitative and qualitative disclosures about market risk.............14

                                     PART II

Item 1 Legal proceedings......................................................15

Item 2 Changes in securities and use of proceeds..............................15

Item 3 Defaults upon senior notes.............................................15

Item 4 Submission of matters to a vote of security holders....................15

Item 5 Other information......................................................15

Item 6 Exhibits and reports on form 8-K.......................................15

       Signatures.............................................................16


                                       i
<PAGE>

The results of operations for the three and six months ended April 3, 1999 have
been restated. See note 1 to the Condensed Consolidated Financial Statements and
the Company's quarterly reports on form 10Q/A filed with the Securities and
Exchange Commission on May 16, 2000.

Unless otherwise noted, the "Company" or "Grove" refers to Grove Worldwide LLC
and its subsidiaries. Grove Investors LLC ("Investors") assets consist only of
membership interests of the Grove Holdings and capital stock of Grove Investors
Capital. Grove Holdings' assets consist solely of membership interests of the
Company and capital stock of Grove Holdings Captial. Investors and Holdings
conduct all of their business through the Company. The Company's fiscal year
ends on the Saturday closest to the last day of September. References to the (i)
three months ended April 3, 1999 means the period from January 3, 1999 to April
3, 1999; (ii) three months ended April 1, 2000 means the period from January 2,
2000 to April 1, 2000; (iii) six months ended April 3, 1999 means the period
from October 3, 1998 to April 3, 1999; and (iv) six months ended April 1, 2000
means the period from October 2, 1999 to April 1, 2000. References to historical
financial information are to the historical combined and consolidated financial
statements of Investors. See "Item 2, Management's Discussion and Analysis of
Financial Condition and Results of Operations."

No separate financial statements of Grove Investors Capital, Inc. ("Grove
Investors Capital") are included herein. The Company considers that such
financial statements would not be material to holders of the Senior Debentures.
As of April 1, 2000, Grove Investors Capital had nominal assets, no liabilities
(other than its co-obligation under the Senior Debentures) and no operations.


                                       ii
<PAGE>

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this report constitute "forward looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Any statements
that express, or involve discussions as to, expectations, beliefs, plans,
objectives, assumptions or future events or performance (often, but not always,
through the use of words or phrases such as "will likely result," "are expected
to," "will continue," "anticipates," "expects," "estimates," "intends," "plans,"
"projects," and "outlook") are not historical facts and may be forward-looking.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, levels of activity, cost
savings, performance or achievements of the Company, or industry results, to be
materially different from any future results, levels of activity, cost savings,
performance or achievements expressed or implied by such forward-looking
statements, and accordingly, such statements should be read in conjunction with
and are qualified in their entirety by reference to, such risks, uncertainties
and other factors, which are discussed throughout this report. Such factors
include, among others, the following: (i) substantial leverage, ability to
service debt, and compliance with financial covenants in the Company's Bank
Credit Agreement; (ii) changing market trends in the mobile hydraulic crane,
aerial work platform and truck-mounted crane industries; (iii) general economic
and business conditions including a prolonged or substantial recession; (iv) the
ability of the Company to implement its business strategy and maintain and
enhance its competitive strengths; (v) the ability of the Company to implement
operational improvements; (vi) the ability of the Company to obtain financing
for general corporate purposes; (vii) competition; (viii) availability of key
personnel; (ix) industry overcapacity; and (x) changes in, or the failure to
comply with, government regulations. As a result of the foregoing and other
factors, no assurance can be given as to future results, levels of activity and
achievements, and neither the Company nor any other person assumes
responsibility for the accuracy and completeness of these forward-looking
statements. Any forward-looking statements contained herein speak solely as of
the date on which such statements are made, and the Company undertakes no
obligation to update any forward-looking statements to reflect events or
circumstances after the date on which such statements were made or to reflect
the occurrence of unanticipated events.


                                      iii
<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS

GROVE INVESTORS LLC AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
As of October 2, 1999 and April 1, 2000
(Unaudited and in thousands)

<TABLE>
<CAPTION>
                                                         1999 *       2000
                                                       ---------    ---------
<S>                                                    <C>          <C>
Assets
Current assets:
     Cash and cash equivalents                         $  18,196    $  15,857
     Trade receivables, net                              142,271      124,558
     Notes receivable                                      5,425        4,625
     Inventories                                         193,123      208,355
     Prepaid expenses and other current assets             7,405       11,072
                                                       ---------    ---------

                Total current assets                     366,420      364,467

Property, plant and equipment, net                       213,731      205,622
Goodwill, net                                            269,556      264,513
Other assets                                              17,600       18,016
                                                       ---------    ---------

                                                       $ 867,307    $ 852,618
                                                       =========    =========

LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
     Current maturities of long-term debt              $  12,000    $  12,000
     Short-term borrowings                                19,108       20,945
     Accounts payable                                     75,370       85,335
     Accrued expenses and other current liabilities       87,686       88,802
                                                       ---------    ---------

                Total current liabilities                194,164      207,082

Deferred revenue                                          74,368       73,274
Long-term debt                                           516,544      524,042
Other liabilities                                         90,141       91,602
                                                       ---------    ---------

                Total liabilities                        875,217      896,000
                                                       ---------    ---------

Members' deficit:
     Invested capital                                     75,000       75,000
     Notes receivable from members                        (3,932)      (2,692)
     Accumulated deficit                                 (69,313)     (99,160)
     Accumulated other comprehensive loss                 (9,665)     (16,530)
                                                       ---------    ---------

                Total members' deficit                    (7,910)     (43,382)
                                                       ---------    ---------

                                                       $ 867,307    $ 852,618
                                                       =========    =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.
* Amounts have been derived from the Company's audited consolidated balance
  sheet


                                       1
<PAGE>

GROVE INVESTORS LLC AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
For the three and six months ended April 3, 1999 and April 1, 2000
(unaudited and in thousands)

<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED        SIX MONTHS ENDED
                                     1999         2000         1999         2000
                                   ---------    ---------    ---------    ---------
                                   (Restated)                (Restated)
<S>                                <C>          <C>          <C>          <C>
Net sales                          $ 186,044    $ 203,946    $ 350,369    $ 383,022
Cost of goods sold                   147,653      168,341      284,895      317,543
                                   ---------    ---------    ---------    ---------

     Gross profit                     38,391       35,605       65,474       65,479

Selling, engineering, general
     and administrative expenses      29,880       26,741       59,587       54,814
Amortization of goodwill               1,663        1,749        3,486        3,520
Restructuring charges                   --            917         --          5,895
                                   ---------    ---------    ---------    ---------

     Income from operations            6,848        6,198        2,401        1,250

Interest expense, net                (12,776)     (15,215)     (25,110)     (28,954)
Other expense, net                       (13)        (178)         (54)        (294)
                                   ---------    ---------    ---------    ---------
     Loss before
         income taxes                 (5,941)      (9,195)     (22,763)     (27,998)

Income taxes                           1,888        1,689        2,821        2,151
                                   ---------    ---------    ---------    ---------

     Loss before cumulative
         effect of change in
         accounting principle         (7,829)     (10,884)     (25,584)     (30,149)

Cumulative effect of
     a change in accounting
     principle (note 6)                 --           --           --            302
                                   ---------    ---------    ---------    ---------

            Net loss               $  (7,829)   $ (10,884)   $ (25,584)   $ (29,847)
                                   =========    =========    =========    =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>

GROVE INVESTORS LLC AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss
For the three and six months ended April 3, 1999 and April 1, 2000
(unaudited and in thousands)

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED       SIX MONTHS ENDED
                                           1999        2000        1999        2000
                                         --------    --------    --------    --------
                                        (Restated)              (Restated)
<S>                                      <C>         <C>         <C>         <C>
Net loss                                 $ (7,829)   $(10,884)   $(25,584)   $(29,847)

Unrealized net losses on cash
     flow hedges of forecasted foreign
     currency transactions                   --        (1,248)       --        (1,248)

Change in foreign currency translation
     adjustment                            (7,151)     (5,590)     (9,860)     (6,865)
                                         --------    --------    --------    --------

                Comprehensive loss       $(14,980)   $(17,722)   $(35,444)   $(37,960)
                                         ========    ========    ========    ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

GROVE INVESTORS LLC AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the six months ended April 3, 1999 and April 1, 2000
(unaudited and in thousands)

<TABLE>
<CAPTION>
                                                                 1999        2000
                                                               --------    --------
                                                              (Restated)
<S>                                                            <C>         <C>
Cash flows from operating activities:
   Net loss                                                    $(25,584)   $(29,847)
   Adjustments to reconcile to net loss to net
     cash provided by operating activities:
       Depreciation and amortization                              9,600       9,906
       Depreciation of equipment held for rent                    8,681       6,850
       Amortization of deferred financing costs                   1,083       1,273
       Accretion of interest on senior discount debentures        2,938       3,380
       Interest paid in kind on senior debentures                 3,805       4,183
       Loss on sales of property, plant
         and equipment                                             --            13
       Deferred income tax expense (benefit)                         53        (245)
       Changes in operating assets and liabilities:
         Trade receivables, net                                   6,473      10,609
         Notes receivable                                         1,628         719
         Inventories                                            (18,668)    (22,539)
         Trade accounts payable                                   3,710      16,044
         Other assets and liabilities, net                        8,543       7,494
                                                               --------    --------
         Net cash provided by operating activities                2,262       7,840
                                                               --------    --------

Cash flows from investing activities:
   Additions to property, plant and equipment                    (4,080)     (2,821)
   Investment in equipment held for rent                        (19,189)     (9,274)
   Proceeds from sale of property, plant and equipment              779        --
   Cash received from Hanson PLC                                 10,500        --
                                                               --------    --------
         Net cash used in investing activities                  (11,990)    (12,095)
                                                               --------    --------

Cash flows from financing activities:
   Net short-term borrowings                                      8,187       1,779
   Repayments of long-term debt, net                            (11,000)     (1,000)
   Other                                                           (838)      1,294
                                                               --------    --------
         Net cash (used in) provided by financing activities     (3,651)      2,073
                                                               --------    --------

Effect of exchange rate changes on cash                            (188)       (157)
                                                               --------    --------

         Net change in cash and cash equivalents                (13,567)     (2,339)

Cash and cash equivalents, beginning of period                   34,289      18,196
                                                               --------    --------
Cash and cash equivalents, end of period                       $ 20,722    $ 15,857
                                                               ========    ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

    (1)  BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information. Accordingly, these
         financial statements do not include all the information and notes
         required by generally accepted accounting principles for complete
         financial statements. In the opinion of management, the unaudited
         consolidated financial statements include all adjustments (consisting
         of normal recurring accruals) considered necessary for a fair
         presentation of the financial position and results of operations.

         Grove Investors LLC ("Investors") is a limited liability company formed
         pursuant to the provisions of the Delaware Limited Liability Company
         Act. Investors owns Grove Holdings LLC ("Holdings") which owns Grove
         Worldwide LLC. Investors and Holdings conduct all of their business
         through Grove Worldwide LLC (the "Company").

         Selling, engineering, general and administrative expenses for the three
         months ended April 3, 1999 have been restated for a non-recurring $925
         gain resulting from the remeasurement of the Company's pension
         obligation as a result of employee terminations during the second
         quarter of fiscal 1999. This gain was previously included in the
         Company's fourth quarter results for fiscal 1999. Management believes
         the gain is more appropriately recognized in the second quarter of
         fiscal 1999. The effect of the restatement was to decrease the net loss
         for the three and six months ended April 3, 1999 and increase the net
         loss for the three months ended October 2, 1999. The restatement has no
         effect on the audited results for fiscal 1999.

         Interim results for the six month period ended April 1, 2000 are not
         necessarily indicative of the results that may be expected for a full
         fiscal year. For further information, refer to the consolidated
         financial statements and notes for the year ended October 2, 1999.

    (2)  INVENTORY

         Inventories consist of the following as of October 2, 1999 and April 1,
         2000:

<TABLE>
<CAPTION>
                                               1999               2000
                                               ----               ----
<S>                                        <C>                <C>
         Raw materials                     $ 61,340           $ 53,137
         Work in process                     79,232             83,465
         Finished goods                      52,551             71,753
                                           --------           --------
                                           $193,123           $208,355
                                           ========           ========
</TABLE>

         Inventories are valued at the lower of cost or market, as determined
         primarily under the first-in, first-out method.

    (3)  INCOME TAXES

         A significant portion of the Company's business is operated as a
         limited liability company organized under the laws of Delaware.
         Accordingly, earnings of the Company's U.S. mobile hydraulic crane and
         aerial work platform businesses, as well as, earnings from its foreign
         subsidiaries will not be directly subject to U.S. income taxes. Such
         taxable income will be allocated to the equity holders of Investors and
         they will be responsible for U.S. income taxes on such taxable income.
         The Company intends to make distributions, in the


                                       5
<PAGE>

         form of dividends, to enable the equity holders of Investors to meet
         their tax obligations with respect to income allocated to them by the
         Company. No distributions were made for taxes in the year ended October
         2, 1999 or the six months ended April 1, 2000.

         The difference between the Company's reported tax provision for the six
         months ended April 1, 2000 and the tax provision computed based on U.S.
         statutory rates is primarily attributed to the Company's structure as a
         limited liability company.

    (4)  RESTRUCTURING

         During the six months ended April 1, 2000, the Company adopted and
         executed two restructuring plans that resulted in the termination of
         approximately 210 employees principally in its US operations. In
         connection with the terminations, the Company accrued severance costs
         of $5,895. As of April 1, 2000, the Company has paid $2,343, and
         expects to pay the remainder of the accrual through October 2001 in
         accordance with separation agreements.

    (5)  ACCUMULATED OTHER COMPREHENSIVE LOSS

         Accumulated other comprehensive loss as of October 2, 1999 and April 1,
         2000 consists of the following:

<TABLE>
<CAPTION>
                                                         1999        2000
                                                       --------    --------
<S>                                                    <C>         <C>
         Foreign currency translation adjustment       ($ 1,697)   ($ 7,314)
         Unrealized net losses on cash flow
             hedges of foreign currency transactions       --        (1,248)
         Minimum pension liability                       (7,968)     (7,968)
                                                       --------    --------
                                                       ($ 9,665)   ($16,530)
                                                       ========    ========
</TABLE>

    (6)  SEGMENT INFORMATION

         The Company is an international designer, manufacturer and marketer of
         a comprehensive line of mobile hydraulic cranes, aerial work platforms
         and truck-mounted cranes. The Company markets its products through
         three operating divisions; Grove Crane, Grove Manlift and National
         Crane. Grove Crane manufactures mobile hydraulic cranes in its Shady
         Grove, Pennsylvania and Wilhelmshaven, Germany manufacturing
         facilities. Grove Manlift manufactures aerial work platforms in its
         Shady Grove, Pennsylvania and Tonneins, France manufacturing
         facilities. National Crane manufactures truck-mounted cranes in its
         Waverly, Nebraska manufacturing facility. Information for each of the
         Company's operating division's follows:


                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                                                 Corporate,
                                           Grove         Grove     National    eliminations,
                                           Crane        Manlift      Crane       and Other       Total
                                           -----        -------      -----       ---------       -----
<S>                                      <C>           <C>          <C>           <C>          <C>
For the three months
   ended April 1, 2000
    Net sales                            $ 146,180     $ 33,462     $24,322       $    (18)    $203,946
    Depreciation and amortization            2,730          119         265          1,749        4,863
    Income (loss) from operations           10,650       (2,119)      2,720         (5,053)       6,198
    Capital expenditures                     1,142          183         175              -        1,500

For the three months
   ended April 3, 1999
    Net sales                            $ 131,893     $ 37,331    $ 16,844       $    (24)   $ 186,044
    Depreciation and amortization            2,444           79         232          1,664        4,419
    Income (loss) from operations           14,655         (338)      1,813         (9,282)       6,848
    Capital expenditures                     2,889           19         222              -        3,130

As of and for the six months
   ended April 1, 2000
    Net sales                             $272,002     $ 67,370     $43,642       $      8     $383,022
    Depreciation and amortization            5,655          201         530          3,520        9,906
    Income (loss) from operations           17,672       (4,191)      4,706        (16,937)       1,250
    Total assets                           440,518       85,186      38,967        287,947      852,618
    Capital expenditures                     2,186          271         364              -        2,821

As of and for the six months
   ended April 3, 1999
    Net sales                             $247,244     $ 70,973     $32,200       $    (48)    $350,369
    Depreciation and amortization            5,485          161         467          3,487        9,600
    Income (loss) from operations           18,863       (1,893)      3,154        (17,700)       2,424
    Total assets                           491,162       50,635      41,636        300,135      883,568
    Capital expenditures                     3,490          173         417              -        4,080
</TABLE>

         Corporate, eliminations and other consist principally of corporate
         expenses, including the restructuring charge, and assets, goodwill and
         intercompany eliminations. Depreciation and amortization excludes
         depreciation of equipment held for rent.


                                       7
<PAGE>

    (7)  ADOPTION OF NEW ACCOUNTING STANDARDS

         On October 3, 1999, the Company adopted SFAS No. 133, ACCOUNTING FOR
         DERIVATIVE INSTRUMENTS AND HEDGING Activities. This statement
         establishes accounting and reporting standards for derivative
         instruments and for hedging activities. It requires that an entity
         recognize all derivatives as either assets or liabilities measured at
         fair value. The net impact of adopting SFAS 133 of $302 was presented
         as the cumulative effect of a change in accounting principle in the
         condensed consolidated statements of operations. A summary of the
         Company's hedging strategies and outstanding derivative instruments are
         as follows:

         INTEREST RATE RISK

         The Company assesses interest rate cash flow risk by monitoring changes
         in interest rate exposure that may adversely impact expected future
         cash flows and by evaluating hedging opportunities. At April 1, 2000,
         the Company had approximately $177 million of variable rate borrowings
         under its bank credit facility. Management believes it prudent to limit
         the variability of its interest payments. To meet this objective, the
         Company has an interest rate collar arrangement with a multinational
         bank to limit its exposure to rising interest rates on $100 million of
         its variable rate bank borrowings. Under the agreement the Company will
         receive, on a $100 million notional amount, three-month LIBOR and pay
         6.5% anytime LIBOR exceeds 6.5%, and will receive three-month LIBOR and
         pay 5.19% anytime LIBOR is below 5.19%. The contract does not require
         collateral.

         The estimated fair value (unrecognized gain) of the interest rate
         collar at October 3, 1999 and April 1, 2000 was $302 and $731,
         respectively. Management has concluded that the interest rate collar
         did not qualify as an effective hedge for accounting purposes as of
         October 3, 1999 and throughout the period ended April 1, 2000, as LIBOR
         was below the ceiling rate in the collar of 6.5%. Accordingly, the
         Company has recognized $429 as other income and $302 as the cumulative
         effect of a change in accounting principle in the condensed
         consolidated statement of operations for the six months ended April 1,
         2000.

         FOREIGN CURRENCY RISK

         The Company has foreign operations in the U.K., France, Germany and
         Australia. Therefore its earnings, cash flows and financial position
         are exposed to foreign currency risk. In addition, the U.S. company
         regularly purchases mobile hydraulic cranes from its German factory to
         meet the demand of its U.S. customers. In order to protect profit
         margins the Company will purchase forward currency contracts and to
         hedge future Deutsche mark payment obligations.

         At April 1, 2000 the Company had $37.6 million in outstanding forward
         contracts to purchase Deutsche marks with gross unrealized losses of
         $1.2 million. The contracts will settle at various dates through
         October 2000 and have been accounted for as cash flow hedges of
         forecasted foreign currency transactions under FAS 133. The unrealized
         loss has been included in the determination of other comprehensive
         income for the six months ended April 1, 2000. Such amounts will be
         realized in earnings upon completion of the forecasted transaction and
         sale of the related inventory.

         Currently the Company is not hedging any other foreign currency
         exposures but it may do so in the future.


                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the more detailed
information and the historical consolidated financial statements included
elsewhere in this report.

OVERVIEW

Grove Investors LLC ("Investors") assets consist only of membership interests of
Grove Holdings LLC ("Holdings") and capital stock of Grove Investors Capital.
Grove Holdings LLC assets consist only of membership interests of Grove
Worldwide LLC and capital stock of Grove Holdings Capital. Investors and
Holdings conduct all of their business through Grove Worldwide LLC and its
subsidiaries (the "Company").

The Company generates most of its net sales from the manufacture and sale of new
mobile hydraulic cranes, aerial work platforms and truck-mounted cranes. The
Company markets its products through three operating divisions; Grove Crane,
Grove Manlift and National Crane. Grove Crane manufactures mobile hydraulic
cranes in its Shady Grove, Pennsylvania and Wilhelmshaven, Germany manufacturing
facilities. Grove Manlift manufactures aerial work platforms in its Shady Grove,
Pennsylvania and Tonneins, France manufacturing facilities. National Crane
manufactures truck-mounted cranes in its Waverly, Nebraska manufacturing
facility. The Company also generates a portion of its net sales from
after-market sales (parts and service) of the products it manufactures. Sales of
used equipment, included in other, are not material and are generally limited to
trade-ins on new equipment through Company-owned distributors in France,
Germany, and the United Kingdom.

Operating results for fiscal 1999 were below historical results. While the
Company has significant capital with which to operate, the Company needed to
negotiate an amendment to its bank credit facility to modify certain financial
covenants to make them less restrictive. Management of the Company has
undertaken a number of initiatives that it believes will improve operating
results during fiscal 2000. Management believes that the combination of these
initiatives, together with improved efficiencies at the Company's Shady Grove
manufacturing facilities, will enable the Company to improve operating results
and cash flows. However, there can be no assurance that the actions taken by the
Company will improve fiscal 2000 operating results. In the event that results do
not improve, the Company may need to seek further modifications of the financial
covenants contained in its bank credit facility.

The results of operations for the three and six months ended April 3, 1999 have
been restated. See note 1 to the Condensed Consolidated Financial Statements and
the Company's quarterly reports on form 10Q/A filed with the Securities and
Exchange Commission on May 16, 2000.

The following is a summary of net sales for the periods indicated (dollars in
millions).

<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED                      SIX MONTHS ENDED
                            April 3,            April 1,            April 3,          April 1,
                                1999                2000                1999              2000
                                ----                ----                ----              ----
<S>                           <C>                 <C>                 <C>               <C>
New equipment sold            $143.2              $150.2              $270.8            $293.3
After-market                    26.3                22.1                47.9              43.3
Other                           16.5                31.6                31.7              46.4
                                ----                ----                ----              ----
Net sales                     $186.0              $203.9              $350.4            $383.0
                              ======              ======              ======            ======
</TABLE>


                                       9
<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS ENDED APRIL 1, 2000 (THE "FISCAL 2000 THREE MONTHS") COMPARED TO
THE THREE MONTHS ENDED APRIL 3, 1999 (THE "FISCAL 1999 THREE MONTHS")

NET SALES. Net sales increased $17.9 million, or 9.6%, to $203.9 million for the
fiscal 2000 three months from $186.0 million for the fiscal 1999 three months.
The increase in net sales is principally the result of increased new equipment
unit sales.

Net sales for the Grove Crane division increased $14.3 million, or 10.8%, to
$146.2 million for the fiscal 2000 three months from $131.9 million for the
fiscal 1999 three months. The increase in net sales is the result of higher unit
sales. Net sales increased to both North American and European customers.

Net sales for the Grove Manlift division decreased $3.8 million, or 10.1%, to
$33.5 million for the fiscal 2000 three months from $37.3 million in the fiscal
1999 three months. The decrease was primarily a result of lower unit sales in
North America.

Net sales for the National Crane division increased $7.5 million, or 44.6%, to
$24.3 million for the fiscal 2000 three months from $16.8 million for the fiscal
1999 three months. Net sales increased as the result of higher unit sales and
increased demand for higher priced models.

After-market sales decreased $4.2 million, or 16.0%, to $22.1 million in the
fiscal 2000 three months from $26.3 million in the fiscal 1999 three months. Net
sales decreased in both the North American and European markets.

Other sales increased by $15.1 million to $31.6 million in the fiscal 2000 three
months from $16.5 million in the fiscal 1999 three months. The increase was
primarily due to higher government and used equipment sales volumes.

GROSS PROFIT. Gross profit decreased $2.8 million, or 7.3%, to $35.6 million in
the fiscal 2000 three months from $38.4 in the fiscal 1999 three months. The
decrease in gross profit was attributable primarily to a change in sales mix and
lower Manlift pricing. Gross profit as a percent of sales decreased to 17.5% in
the fiscal 2000 three months from 20.6% in the fiscal 1999 three months
primarily as the result of lower Manlift prices. The fiscal 1999 three months
operations were adversely impacted by costs associated with the start-up of the
Company's management information system in the US and inefficiencies at the
Company's Sunderland, U.K. manufacturing facility prior to its closure in
December, 1999.

SELLING, ENGINEERING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, engineering,
general and administrative expenses ("SG&A") decreased $3.2 million, or 10.7%,
to $26.7 million in the fiscal 2000 three months from $29.9 million (restated)
in the fiscal 1999 three months. Cost reductions in the US facility contributed
$0.8 million to the decline. The strength of the dollar against the German mark
resulted in a $0.6 million decline in reported SG&A for the fiscal 2000 three
months. SG&A for the fiscal 1999 three months includes approximately $1.8
million of consulting fees paid to the George Group in connection with the
Company's operational improvement program and a $0.9 million non-recurring gain
related to the remeasurement of the Company's pension obligations following a
restructuring of the US workforce in the second quarter of fiscal 1999. As a
percentage of net sales, SG&A was 13.1% in the fiscal 2000 three months and
16.1% (restated) in the fiscal 1999 three months.


                                       10
<PAGE>

RESTRUCTURING CHARGES. In March 2000, the Company adopted and executed a
restructuring plan that resulted in the termination of approximately 30
employees principally in its US operations. In connection with the terminations,
the Company accrued severance costs of $0.9 million. The terminations were
primarily general and administrative personnel.

INTEREST EXPENSE. Interest expense increased $2.4 million to $15.2 million for
the fiscal 2000 three months from $12.8 million in the fiscal 1999 three months
primarily as the result of higher borrowings on the Company's line of credit and
higher rates on those borrowings.

BACKLOG. The Company's backlog consists of firm orders for new equipment and
replacement parts. Total backlog as of as of April 1, 2000 was approximately
$227.1 million compared with total backlog as of April 3, 1999 of approximately
$212.9 million. Substantially all of the Company's backlog orders are expected
to be filled within one year, although there can be no assurance that all such
backlog orders will be filled within that time period. Parts orders are
generally filled on an as-ordered basis.

SIX MONTHS ENDED APRIL 1, 2000 (THE "FISCAL 2000 SIX MONTHS") COMPARED TO THE
SIX MONTHS ENDED APRIL 3, 1999 (THE "FISCAL 1999 SIX MONTHS")

NET SALES. Net sales increased $32.6 million, or 9.3%, to $383.0 million for the
fiscal 2000 six months from $350.4 million for the fiscal 1999 six months. The
increase in net sales is principally the result of increased new equipment unit
sales.

Net sales for the Grove Crane division increased $24.8 million, or 10.0%, to
$272.0 million for the fiscal 2000 six months from $247.2 million for the fiscal
1999 six months. The increase in net sales is the result of higher unit sales.

Net sales increased to both North American and European customers.

Net sales for the Grove Manlift division decreased $3.6 million, or 5.1%, to
$67.4 million for the fiscal 2000 six months from $71.0 million in the fiscal
1999 six months. The decrease was a result of lower units sales in North America
partially offset by higher unit sales in Europe.

Net sales for the National Crane division increased $11.4 million, or 35.4%, to
$43.6 million for the fiscal 2000 six months from $32.2 million for the fiscal
1999 six months. Net sales increased as the result of higher unit sales and
increased demand for higher priced models.

After-market sales decreased $4.6 million, or 9.6%, to $43.3 million in the
fiscal 2000 six months from $47.9 million in the fiscal 1999 six months
predominantly due to a decline in parts and service sales in Europe.

Other sales increased by $14.7 million to $46.4 million in the fiscal 2000 three
months from $31.7 million in the fiscal 1999 three months. The increase was
primarily due to higher government and used equipment sales volumes.


                                       11
<PAGE>

GROSS PROFIT. Gross profit in the fiscal 2000 three months remained unchanged
from $65.5 million in the fiscal 1999 six months. The increased unit volumes
were offset by lower Manlift prices. As a percent of sales, gross profit
decreased to 17.1% in the fiscal 2000 six months from 18.7% in the fiscal 1999
three months. The decrease was primarily due to lower Manlift prices. The fiscal
1999 six months operations were adversely impacted by costs associated with the
start-up of the Company's management information system in the US and
inefficiencies at the Company's Sunderland, U.K. manufacturing facility prior to
its closure in December, 1999.

SELLING, ENGINEERING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, engineering,
general and administrative expenses ("SG&A") decreased $4.9 million, or 8.2%, to
$54.7 million in the fiscal 2000 six months from $59.6 million (restated) in the
fiscal 1999 six months. The savings were primarily attributable to cost
reductions at the U.S. facility. The strength of the US dollar to the German
mark contributed $1.8 million to the decline in reported SG&A. Included in SG&A
are approximately $0.9 million and $3.8 million of consulting fees, for the
fiscal 2000 and fiscal 1999 six months, respectively, paid to the George Group
in connection with the Company's operational improvement program. In addition,
the fiscal 1999 six months includes a $0.9 million non-recurring gain related to
remeasurement of the Company's pension obligation following a restructuring of
the US workforce in the second quarter of fiscal 1999. As a percentage of net
sales, SG&A was 14.3% in the fiscal 2000 six months and 17.0% (restated) in the
fiscal 1999 six months.

RESTRUCTURING CHARGES. During the six months ended April 1, 2000, the Company
adopted and executed two restructuring plans that resulted in the termination of
approximately 210 employees principally in its US operations. In connection with
the terminations, the Company accrued severance costs of $5.9 million, of which
$2.3 million has been paid. The terminations were primarily general and
administrative personnel.

INTEREST EXPENSE. Interest expense increased $3.9 million to $29.0 million for
the fiscal 2000 three months from $25.1 million in the fiscal 1999 six months
primarily as the result of higher borrowings on the Company's line of credit and
higher rates on those borrowings.

LIQUIDITY AND CAPITAL RESOURCES

The Company's business is working capital-intensive, requiring significant
investments in receivables and inventory. In addition, the Company requires
capital for replacement and improvements of existing plant, equipment and
processes. During the six months ended April 1, 2000, the Company generated
approximately $8.6 million of cash in operating activities through a net
reduction of $4.8 million in working capital assets.

During the fiscal 2000 six months the Company made $1.0 million of payments on
its bank loan and obtained $1.8 million from short-term borrowings. Capital
expenditures were $2.8 million for the fiscal 2000 six months and are expected
to be approximately $13.0 million for fiscal 2000.

The Company expects that cash flows from foreign operations will be required to
meet its domestic debt service requirements. Such cash flows are expected to be
generated from intercompany interest expense on loans the Company made to
certain of its foreign subsidiaries to consummate the Acquisition. The loans
have been established with amounts and interest rates to allow for repatriation
without restriction or additional tax burden. However, there is no assurance
that the foreign subsidiaries will generate the cash flow required to service
the loans or that the laws in the foreign jurisdictions will not change to limit
repatriation or increase the tax burden of repatriation.


                                       12
<PAGE>

GROVE INVESTORS CAPITAL, INC.

Investors and its wholly owned subsidiary, Grove Investors Capital, a Delaware
corporation, issued the Senior Debentures. Grove Investors Capital was organized
as a direct wholly owned subsidiary of Investors for the purpose of acting as a
co-issuer of the Senior Debentures and was also a co-registrant of the
Registration Statement for the Senior Debentures. This was done so that certain
institutional investors to which the Senior Debentures were marketed that might
otherwise have been restricted in their ability to purchase debt securities
issued by a limited liability company, such as Investors, by reason of the legal
investment laws of their states of organization or their charter documents,
would be able to invest in the Senior Debentures. Grove Investors Capital has no
subsidiaries, nominal assets, no liabilities (other than the co-obligation under
the Senior Debentures) and no operations. Grove Investors Capital does not have
any revenues and is prohibited from engaging in any business activities. As a
result, holders of the Senior Debentures should not expect Grove Investors
Capital to participate in servicing the interest and principal obligations on
the Senior Debentures.

No separate financial statements of Grove Investors Capital are included in this
report. Investors believes that such financial statements would not be material
to holders of the Senior Debentures.

The ability of Investors' subsidiaries to make cash distributions and loans to
Investors is significantly restricted under the terms of the Senior Subordinated
Notes, the Senior Discount Debentures, the Indentures governing the Senior
Subordinated Notes, the Indenture governing the Senior Discount Debentures and
the bank credit facility.


                                       13
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
         MARKET RISK

The Company's principal market risk exposure is changing interest rates,
primarily changes in short-term interest rates. The Company does not enter into
financial instruments for trading or speculative purposes. The Company's policy
is to manage interest rates through use of a combination of fixed and floating
rate debt. The Company may also use derivative financial instruments to manage
its exposure to interest rate risk.

As of April 1, 2000, $177,000 of the Company's long-term debt, which is
outstanding under its bank term facility, bears interest at LIBOR plus 3.5%
(9.63%). In addition the Company has $225,000 of Senior Subordinated Notes
outstanding bearing interest at a fixed rate of 9.25%. Holdings has $88,000 face
value of Senior Discount Debentures outstanding accreting interest at a fixed
rate of 11.625%. Investors has $60,800 in Senior Debentures outstanding bearing
interest at a fixed rate of 14.5%.

The Company has an interest rate collar to manage exposure to fluctuations in
interest rates on $100.0 million of its floating rate long-term debt through
September 2001. Under the agreement, the Company will receive on a $100.0
million notational amount, three month LIBOR and pay 6.5% anytime LIBOR exceeds
6.5%, and will receive three month LIBOR and pay 5.19% anytime LIBOR is below
5.19%. The agreement effectively caps the Company's exposure on $100.0 million
of its floating rate debt at 6.5% plus an applicable margin as detailed in the
Company's bank credit facility.

Movement in foreign currency exchange rates creates risk to the Company's
operations to the extent of sales made and costs incurred in foreign currencies.
The major foreign currencies, among others, in which the Company does business,
are the British pound sterling, German mark and French franc. In addition,
changes in currency exchange rates can affect the competitiveness of the
Company's products and could result in management reconsidering pricing
strategies to maintain market share. Specifically, the Company is most sensitive
to changes in the German mark relative to the dollar. During the past three
fiscal years, currency fluctuations have not had a significant impact on the
Company's results of operations.

On October 3, 1999, the Company adopted SFAS No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. This statement establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities measured at fair value. The impact of adoption was accounted for as
the cumulative effect of a change in accounting principle. See note 7 to the
condensed consolidated financial statements.

In order to manage currency risk, the Company's practice is to contract for
purchases and sales of goods and services in the functional currency of the
Company's subsidiary executing the transaction. To the extent purchases or sales
are in currencies other than the functional currency of the subsidiary, the
Company will generally purchase forward contracts to hedge firm purchase and
sales commitments. As of April 1, 2000, the Company was party to fourteen such
contracts with an aggregate value of $37.6 million. These forward contracts
mature at various dates through October 2000. The Company has not taken any
action at this time to hedge its net investment in foreign subsidiaries but may
do so in the future.

The Company does not have any commodity contracts.


                                       14
<PAGE>

PART II

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in various legal proceedings that have arisen in the
normal course of its operations. The outcome of these legal proceedings, if
determined adversely to the Company, is unlikely to have a material adverse
effect on the Company. The Company is also subject to product liability claims
for which it believes it has adequate insurance.

ITEM 2. CHANGES IN SECURITIES

        Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Not applicable.

ITEM 5. OTHER INFORMATION

        Not applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits.

Exhibit No.                Description of Exhibit

27.1*                      Financial Data Schedule.

---------------
*       Filed Herewith.

(b)     Reports on Form 8-K

                           No reports on Form 8-K were filed during the quarter
                           ended April 1, 2000


                                       15
<PAGE>

SIGNATURES

                  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                             GROVE INVESTORS LLC

DATE: MAY 16, 2000                           BY /s/ STEPHEN L. CRIPE
                                               ---------------------------
                                             STEPHEN L. CRIPE
                                             CHIEF FINANCIAL OFFICER
                                             (PRINCIPAL FINANCIAL AND ACCOUNTING
                                             OFFICER)


                                       16