<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------

                                    FORM 10-K

[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934. For the fiscal year ended September 30, 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: 333-57611
                                                ---------

                             GROVE WORLDWIDE LLC
                             -------------------

            (Exact name of Registrant as specified in its charter)

            DELAWARE                                    23-2955766
            --------                                    ----------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

1565 BUCHANAN TRAIL EAST  SHADY GROVE, PENNSYLVANIA                17256
---------------------------------------------------                -----
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:       (717) 597-8121
                                                          --------------
Securities registered pursuant to Section 12(b) of the Act:         NONE

Securities registered pursuant to Section 12(g) of the Act:         NONE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 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 90 days. Yes X No __

Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant. NONE

Documents incorporated by reference:  NONE



<PAGE>



                               GROVE WORLDWIDE LLC
                       INDEX TO ANNUAL REPORT ON FORM 10-K
                 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000



<TABLE>
<CAPTION>
                                                                               PAGE


                                     PART I

<S>                                                                           <C>
Item 1.  Business.                                                              1
Item 2.  Properties.                                                            8
Item 3.  Legal Proceedings.                                                     9
Item 4.  Submission of Matters to a Vote of Security Holders.                   9

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters.                                                   9
Item 6.  Selected Financial Data.                                              10
Item 7.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations.                        11
Item 7A. Quantitative and Qualitative Disclosures about
         Market Risk.                                                          20
Item 8.  Financial Statements and Supplementary Data.                          21
Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure.                                  21

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.                   22
Item 11. Executive Compensation.                                               25
Item 12. Security Ownership of Certain Beneficial Owners and Management.       30
Item 13. Certain Relationships and Related Transactions.                       31

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.      33

</TABLE>


<PAGE>


The following report is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and combined financial
statements of The Grove Companies, the predecessor to the Company, and the
consolidated financial statements of Grove Worldwide LLC including the notes
thereto (the "financial statements"), included elsewhere in this report. Unless
otherwise noted, the "Company" or "Grove" refers to Grove Worldwide LLC and its
subsidiaries. The Company's fiscal year ends on the Saturday closest to the last
day of September. References to fiscal 1996, fiscal 1997, fiscal 1998, fiscal
1999 and fiscal 2000 refer to the fiscal years ended September 28, 1996,
September 27, 1997, October 3, 1998, October 2, 1999 and September 30, 2000,
respectively. Reference to the (i) seven months ended April 28, 1998 means the
period from September 27, 1997 to April 28, 1998 and (ii) five months ended
October 3, 1998 means the period from April 28, 1998 to October 3, 1998.
References to historical financial information are to the historical combined
and consolidated financial results of the acquired business. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations."

No separate financial statements of the subsidiary guarantors (as defined) and
Grove Capital, Inc. ("Grove Capital") are included herein. The Company considers
that such financial statements would not be material to investors because: (i)
this report does include, in the notes to the combined and consolidated
financial statements of the Company, supplemental financial information, setting
forth on a consolidated basis, balance sheets, statements of operations and cash
flows information for the subsidiary guarantors, the subsidiaries of the Company
that are not guarantors (the "non-guarantor subsidiaries") and the Company; and
(ii) the above-mentioned note provides sufficient detail to allow investors to
determine the nature of the assets held by, and the operations and cash flows of
the subsidiary guarantors and Grove Capital.

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:

o     substantial leverage, ability to service debt, and the ability of the
      Company to comply with financial and other covenants in the Company's
      credit agreement. In fiscal 1999 and fiscal 2000, the Company was required
      to obtain waivers and amendments to its credit agreement to remain in
      compliance with certain financial covenants. In connection with the most
      recent amendments, the credit agreement was modified to place significant
      restrictions on the amount of borrowings available to the Company for
      working capital purposes, particularly during the period though April 30,
      2001, a period during which the Company's need for working capital is
      projected to be the greatest. During a 14-day period ending April 16, 2001
      and a 5-day period ending April 23, 2001, borrowings under the revolving
      credit facility will be limited to $40 million and $35 million,
      respectively. The Company may require additional amendments in the future
      and, if required, there can be no assurance that such amendments will be
      obtained;
o     changing market trends in the mobile hydraulic crane, aerial work platform
      and truck-mounted crane industries;
o     general economic and business conditions including a prolonged or
      substantial recession;
o     the ability of the Company to implement its business strategy and maintain
      and enhance its competitive strengths;
o     the effectiveness of the Company's recent initiatives to improve operating
      results and cash flows by selling the Company's Manlift operations in
      France, reducing the remaining Manlift operations, restructuring the
      Company's main manufacturing operations and reducing the number of
      employees. If these initiatives are not successful, the Company may be
      unable to generate sufficient cash flows from operations and meet bank
      covenants.
o     the ability of the Company to obtain financing for general corporate
      purposes;
o     competition;
o     availability of key personnel;
o     industry overcapacity; and
o     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.


                                       i

<PAGE>


PART I

ITEM 1. BUSINESS

RECENT DEVELOPMENTS

During the years ended October 2, 1999 and September 30, 2000, the Company
incurred significant operating losses that would have resulted in non-compliance
with certain financial covenants included in the Company's Bank Credit Facility
(see note 11 of the Company's financial statements). The Company obtained
waivers of these financial covenants as well as certain covenant modifications
to help position the Company for future compliance. Nevertheless, future
compliance will depend on achieving significantly improved operating results
during fiscal 2001 and beyond. Furthermore, modifications of the Bank Credit
Facility place significant restrictions on the amount of borrowings available to
the Company for working capital purposes, particularly during the period through
April 30, 2001, a period during which the Company's need is projected to be the
greatest.

Management has undertaken a number of initiatives to help improve operating
results and cash flows including: (i) reduction of Manlift operations,
(ii) the planned sale of Delta Manlift operations in France, (iii) restructuring
Shady Grove, Pennsylvania manufacturing operations by improving product flow
and (iv) reducing the number of sales, marketing, engineering and
administrative employees, principally in Shady Grove and the UK.

The reduction of Manlift operations allows the Company to produce a product line
which management believes is complementary with the Company's Crane products and
strategy. Manlift will continue to provide full support for the installed base
of aerial work platforms through parts and service, including discontinued
models, and to manufacture six models of boom Manlifts. In order to take
advantage of synergies, the Company has merged Manlift's production, engineering
and sales and marketing functions with those of Grove Crane. Accordingly, the
Company's Manlift operations are discussed with Grove Crane.

GENERAL

The Company is an international designer, manufacturer and marketer of a
comprehensive line of mobile hydraulic cranes and truck-mounted cranes. The
Company's products are used in a wide variety of applications by commercial and
residential building contractors, as well as by industrial, municipal and
military end-users. The Company's products are marketed to independent equipment
rental companies and directly to end-users under three widely recognized brand
names -- GROVE CRANE, GROVE MANLIFT and NATIONAL CRANE.

The Company's products are sold in over 50 countries primarily through an
established, global network of approximately 210 independent distributors. The
Company's major markets are North America (approximately 65% of fiscal 1999 and
67% of fiscal 2000 new equipment sales), Europe (approximately 26% of fiscal
1999 and fiscal 2000 new equipment sales), Africa and the Middle East
(approximately 4% of fiscal 1999 and 2% of fiscal 2000 new equipment sales),
Asia (approximately 2% of fiscal 1999 and fiscal 2000 new equipment sales) and
Latin America (approximately 3% of fiscal 1999 and fiscal 2000 new equipment
sales).

GROVE CRANE designs and manufactures 24 models of mobile hydraulic cranes. The
Company's mobile hydraulic cranes, which are used primarily in industrial,
commercial and public works construction, are capable of reaching maximum
heights of 374 feet and lifting up to 350 tons.

GROVE MANLIFT, now manufactured, distributed and serviced by Grove Crane, has
six models of aerial work platforms, which are used primarily in industrial
applications. Aerial work platforms elevate workers and their materials more
safely, quickly and easily than alternative methods such as scaffolding and
ladders.

NATIONAL CRANE designs and manufactures 11 models of telescoping and 14 models
of articulating truck-mounted cranes. The Company's telescoping and articulating
cranes, which are used primarily in industrial, commercial, public works and
construction applications, are capable of reaching maximum heights of 175 feet
and lifting up to 40 tons. Telescoping and articulating cranes are mounted on a
standard truck chassis or on a pedestal at a fixed location.

                                       1

<PAGE>



Grove Worldwide was formed as a Delaware limited liability company in 1997. The
Company and its predecessors have been in business for over 50 years. The
principal executive offices of the Company are located at 1565 Buchanan Trail
East, Shady Grove, Pennsylvania 17256. The telephone number of the Company's
executive offices is (717) 597-8121.

THE INVESTOR GROUP

Grove Holdings LLC ("Grove Holdings") owns all of the limited liability
company interests of the Company. Grove Investors LLC ("Grove Investors")
owns all of the limited liability company interests of Grove Holdings. All of
Grove Investors' outstanding membership interests are owned by (i) FW Grove
Coinvestors, L.P., (ii) Oak Hill Strategic Partners, L.P., formerly known as
FW Strategic Partners, L.P., (iii) GGEP-Grove, L.P., (iv) Michael L. George,
(v) institutional investors and (vi) members of the Company's senior
management (collectively, the "investor group").

FW Grove Coinvestors is a limited partnership formed in order to acquire Grove
Investors' membership interests. Keystone, Inc. ("Keystone"), the principal
investment entity of Robert M. Bass, is a limited partner of FW Grove
Coinvestors. In addition, certain principals of Keystone and its related
entities are limited partners in a partnership which is a limited partner of FW
Grove Coinvestors.

Oak Hill Strategic Partners is a limited partnership that invests primarily in
public and private debt and equity securities. Oak Hill Strategic Partners was
formed by certain principals and employees of Keystone and its related entities.

GGEP-Grove is an entity that was formed by certain principals and employees of
the George Group Inc., an acquisition and management consulting firm that
applies its strategic and operations management expertise to manufacturing
businesses. The George Group is the general partner of GGEP-Grove. Michael L.
George is the Chief Executive Officer of the George Group and its majority
shareholder.

PRODUCTS

MOBILE HYDRAULIC CRANES (GROVE CRANE)

GROVE CRANE manufactures 24 models of mobile hydraulic cranes, which are used
primarily in the industrial, commercial and public works construction and in
maintenance applications to lift material at job sites. There are four main
types of mobile hydraulic cranes: (i) Rough-Terrain, (ii) All-Terrain, (iii)
Truck-Mounted and (iv) Industrial. In addition, Grove Crane produces three
models of specialty cranes for the U.S. Department of Defense.

ROUGH-TERRAIN CRANES are designed to lift materials and equipment on rough or
uneven terrain. These cranes cannot be driven on highways, and, accordingly,
must be transported by truck to a work site. Grove Crane produces nine models of
rough-terrain cranes, believed to be the broadest such line in the world,
capable of working heights of up to 208 feet and maximum load capacities of up
to 100 tons.

ALL-TERRAIN CRANES are versatile cranes designed to lift materials and equipment
on rough or uneven terrain and yet are highly maneuverable and capable of
highway speeds. Grove Crane produces eight models of all-terrain cranes capable
of working heights of up to 374 feet and maximum load capacities of up to 350
tons.


                                      2

<PAGE>



TRUCK-MOUNTED CRANES are designed to provide simple set-up, long reach high
capacity booms and the capability of traveling from site to site at highway
speeds. These cranes are suitable for urban and suburban uses. Grove Crane
produces three models of truck-mounted cranes, believed to be the broadest such
line in the world, capable of working heights of up to 202 feet and maximum load
capacities of up to 75 tons.

INDUSTRIAL CRANES are designed primarily for plant maintenance, storage yard and
material handling jobs. Grove Crane produces four models of industrial cranes
capable of working heights of up to 74 feet and maximum load capacities of up to
15 tons. Effective October 1, 2000, three telescoping and three articulating
boom aerial work platforms will be manufactured, sold and supported with
industrial cranes.

TRUCK-MOUNTED CRANES (NATIONAL CRANE)

NATIONAL CRANE manufactures 25 models of truck-mounted cranes used primarily by
contractors engaged in industrial, commercial, public works and residential
construction, railroad and oil field service industries. They are also used in
maintenance applications to lift materials or personnel at the same job site or
to move material to another job site or location. The Company manufactures two
types of truck-mounted cranes: telescoping and articulating, and also produces
four models of pedestal-mounted, fixed location cranes.

TELESCOPING CRANES are used primarily for lifting material and personnel on a
job site. National Crane produces 11 models of truck-mounted telescoping cranes
capable of working heights of up to 175 feet and maximum load capacities of up
to 36 tons.

ARTICULATING CRANES are used primarily to load and unload truck beds at a job
site. National Crane produces 14 models of truck-mounted articulating cranes
capable of working heights of up to 71 feet and maximum load capacities of up to
46 tons.

OTHER CRANES include five models of pedestal-mounted cranes designed for docks,
factories, yards, and other areas where fixed, stationary lifting is required.
These cranes are capable of working heights of up to 95 feet and maximum load
capacities of up to 28 tons.

MARKETING AND DISTRIBUTION

GENERAL

The Company benefits from an established base of approximately 210 independent
distributors located in 50 countries around the world. Over two thirds of Grove
Crane's North American distributors have been with the Company for over 10
years.

MOBILE HYDRAULIC CRANES

The Company distributes its mobile hydraulic cranes primarily through a global
network of independent distributors, except in Germany, France and the United
Kingdom, where the Company has its own distributors. In addition, the Company
sells directly to certain large corporate customers and the United States
Government.



                                       3
<PAGE>



In fiscal 2000, 72% of the Company's unit sales of mobile hydraulic cranes were
derived from units shipped to North American and Latin American distributors and
end users. The Company has longstanding relationships with its 45 North American
and 24 Latin American distributors. Shipments to Europe comprised approximately
23% of the Company's shipments in fiscal 2000 through three Company stores,
located in the U.K., Germany and France, and 42 third-party distributors. In
fiscal 2000, shipments to Asia, Africa and the Middle East comprised
approximately 2%, 1% and 2% of the Company's unit shipments, respectively.

TRUCK-MOUNTED CRANES (NATIONAL CRANE)

The Company's North American truck-mounted crane distribution network consists
of 60 distributors that carry multiple product lines, the majority of which
maintain rental fleets. In addition, the Company has eight distributors that
focus either on limited product lines and/or market niches. Certain of the
Company's "niche" distributors primarily sell to railroads and are a particular
strength of the Company's customer base.

END-USERS AND CUSTOMERS

Mobile hydraulic cranes are primarily used by contractors engaged in industrial,
commercial and public works construction, and for maintenance applications and
job site material handling. National Crane's truck-mounted cranes are primarily
used by contractors engaged in industrial, commercial, public works and
residential construction, railroad and oil field service industries, and in
maintenance applications to lift materials or personnel at the same job site or
to move material to another job site or location. In addition, U.S. railroad
companies and U.S. equipment rental companies use the Company's truck-mounted
cranes. Mobile hydraulic cranes are also sold to the U.S. Department of Defense
and other government agencies.

The Company's top five customers for the fiscal years ended October 3, 1998,
October 2, 1999 and September 30, 2000 accounted for approximately 24%, 20%
and 17%, respectively, of the Company's whole good revenues for such periods.
No one customer accounts for more than 10% of total revenue. Approximately
20% and 17% of the outstanding accounts and notes receivable balance as of
October 2, 1999 and September 30, 2000, respectively, were due from these
customers.

DEALER FINANCING PROGRAM

The Company offers certain of its customers terms of up to one year. Units sold
under this program generate secured notes receivable, which the Company sells,
from time to time, to third-party financial institutions. Generally, this
program is used by customers to finance equipment for their rental fleets.
However, the terms of the notes provide that if the customer sells the equipment
prior to the maturity of the notes, the notes must be repaid immediately along
with any interest accrued thereon.

The Company has agreements with three major international banks to sell up to
$135.0 million of notes receivable generated from sales of mobile hydraulic
cranes, aerial work platforms and truck-mounted cranes under the dealer
financing program, subject to certain conditions. However, the Company's Bank
Credit Facility limits the aggregate sold amount of receivables outstanding
under the arrangements to $110.0 million at all times. The banks purchase the
notes receivable at face value on a 90% non-recourse basis. The agreements
require the Company to purchase credit insurance on behalf of the third-party to
insure the 90% risk assumed by the bank. The Company retains 10% of the credit
risk.

ENGINEERING AND DESIGN

The Company's team of engineers focuses on developing innovative, high
performance, low maintenance products that create significant brand loyalty
among customers. Design engineers work closely with the Company's manufacturing
and marketing staff, enabling the Company to quickly identify changing end-user
requirements, implement new technologies and effectively introduce product
innovations. The Company spent approximately $14.1 million, $12.4 million and
$10.7 million in fiscal 1998, fiscal 1999 and fiscal 2000, respectively, on
Company-sponsored research and development activities.


                                       4
<PAGE>


COMPETITION

The markets in which the Company competes are highly competitive. To compete
successfully, the Company must remain competitive in areas of quality, value,
product line, ease of use, safety, comfort and customer service. The Company
faces competition in both of its operating divisions from a number of
manufacturers. Competition in each of the Company's markets generally is
based on product design, overall product quality, maintenance costs and
price. The following table sets forth the Company's primary competitors in
its major product groups:

<TABLE>
<CAPTION>


  OPERATING
  DIVISIONS         PRODUCTS                                PRIMARY COMPETITORS
--------------  -------------------------     -----------------------------------------------------------------------
<S>             <C>                           <C>
Grove Crane     Mobile Hydraulic Cranes       Liebherr Werk Nenzing, Link-Belt Construction Equipment Co.,
                                              Mannesman Dematic, Tadano Ltd. and Terex Corporation ("Terex")

National Crane  Truck-Mounted Cranes          Fassi Gru Idrauliche SpA, Hiab BV, Iowa Mold Tooling Co. Inc. (IMT),
                                              Palfinger GmbH, Terex and Manitowoc

</TABLE>

RAW MATERIALS

Principal materials used by the Company in its various manufacturing processes
include steel, castings, engines, tires, axles, transmissions, hydraulic
components and controls, hydraulic cylinders, electric controls, motors, and a
variety of other fabricated or manufactured items either purchased complete or
manufactured internally. Substantially all materials are normally available from
multiple suppliers but are designed and tested to meet specific requirements.
Current and potential suppliers are evaluated on a regular basis on their
ability to meet the Company's requirements and standards regarding quality,
delivery and value.

CYCLICALITY

The Company markets a large portion of its products in North America and
Europe, and historically, sales of products manufactured and sold by the
Company have been subject to cyclical variations caused by, among other
things, changes in general economic conditions and, in particular, in
conditions in the construction industry. During periods of expansion in
construction activity, the Company generally has benefited from increased
demand for its products. Conversely, during recessionary periods, the Company
has been adversely affected by reduced demand for such products. Downward
cycles may result in reduction of the Company's new unit sales and pricing,
which may materially and adversely impact the Company's results of operations.

BACKLOG

The Company's backlog consists of firm orders for new equipment and replacement
parts. Total backlog as of December 9, 2000 was approximately $130.6 million
compared to total backlog as of December 11, 1999 of $237.1 million.
Approximately $45.0 million of the decline in backlog is due to the reduction of
the manlift product line. 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.


                                       5

<PAGE>


EMPLOYEES

As of September 30, 2000, the Company had a total of approximately 3,626
employees, of which approximately 2,469 were employed in the United States.
Approximately 29% of the Company's employees are represented by labor unions. In
the United States, workers at the Company's Waverly, Nebraska facility are
organized and are subject to a collective bargaining agreement that expires on
June 9, 2002. Certain employees at the Company's Wilhelmshaven, Germany and
Tonneins, France facilities are also organized under the host country's labor
laws. The collective bargaining agreements covering the Wilhelmshaven, Germany
employees will not terminate unless due notice is given by either party pursuant
to special provisions within the collective bargaining agreements, but are
subject to renegotiation at various times. Throughout all facilities, the
Company considers its relations with its employees and union representatives to
be good.

ENVIRONMENTAL MATTERS

The Company generates hazardous and non-hazardous waste in the normal course of
its manufacturing operations. As a result, the Company is subject to a wide
range of Federal, state, local and foreign environmental laws, including the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
that (i) govern activities or operations that may have adverse environmental
effects, such as discharges to air and water, as well as handling and disposal
practices for hazardous and nonhazardous wastes, and (ii) impose liability for
the costs of cleaning up, and certain damages resulting from, sites of past
spills, disposals or other releases of hazardous substances. Compliance with
such laws has required, and will continue to require, expenditures by the
Company on a continuing basis. The Company does not expect that these
expenditures will have a material adverse effect on its financial condition or
results of operations.

In 1990, the Clean Air Act was amended and established a list of 189 toxic air
pollutants that must be controlled using maximum achievable control technology
("MACT") as prescribed by the EPA. The Company believes that by 2003 it will be
subject to MACT regulations with respect to its surface coating air omissions.
At this time, the Company does not expect the cost of compliance with these MACT
regulations to have a significant impact on the Company.

INTELLECTUAL PROPERTY

The Company's products are sold primarily under the logo "G-Registered
Trademark-", and the trademarks GROVE-Registered Trademark-, G GROVE
WORLDWIDE-Registered Trademark-, GROVE MANLIFT-Registered Trademark-,
MANLIFT-Registered Trademark-, G MANLIFT-Registered Trademark-, G MEGATRAK
-Registered Trademark-, MAXX-Registered Trademark-, SUPER-MAXX-Registered
Trademark-, TOUCAN-Registered Trademark-, and YARDBOSS-Registered Trademark-.
The Company owns a number of patents and trademarks relating to the products it
manufactures that have been obtained over a number of years.


                                       6
<PAGE>


ITEM 2. PROPERTIES

The Company maintains major manufacturing and engineering facilities in Shady
Grove, Pennsylvania and Wilhelmshaven, Germany, as well as plants in Tonneins,
France and Waverly, Nebraska. All such manufacturing facilities are ISO 9001
certified. The Company also maintains administrative and service facilities in
the United Kingdom, France, Germany, and Australia, and offices in Singapore,
the United Arab Emirates, and China. The Tonneins facility will be sold in
connection with the Company's sale of Delta Manlift.

The following table outlines the principal facilities owned or leased by the
Company:

<TABLE>
<CAPTION>

                                                                          APPROXIMATE
    FACILITY LOCATION                TYPE OF FACILITY                     SQUARE FOOTAGE     OWNED/LEASED
---------------------------     ----------------------------              --------------     ------------
<S>                             <C>                                       <C>               <C>
Shady Grove, Pennsylvania       Manufacturing/ Headquarters                1,165,600            owned
Quincy, Pennsylvania            Manufacturing                                 40,100            owned
Chambersburg, Pennsylvania      Office/Storage                                81,000            owned
Waverly, Nebraska               Manufacturing/ Headquarters                  303,800            owned
Antwerp, Belgium                Warehouse/Machine and Parts Storage          107,600           leased
Sunderland, U.K.(1)             Office/Storage                                14,000           leased
Wilhelmshaven, Germany(2)       Manufacturing/ Storage/Office                410,400         owned/leased
Langenfeld, Germany(3)          Storage/Office/ Field Testing                 80,300           leased
Tonneins, France(4)             Manufacturing/ Storage/Office                101,900         owned/leased
Osny, France                    Storage/Repair/Office                         43,000            owned

</TABLE>


(1) The lease for the Sunderland facilities runs 15 years from September 1, 1999
    with termination clauses at five-year intervals.

(2) The buildings are owned by the Company and the underlying land is leased
    from the Federal Republic of Germany and Friedrich Krupp AG Hoesch Krupp
    ("Krupp"). The lease with the Federal Republic of Germany expires December
    31, 2043 and the lease with Krupp expires December 31, 2042.

(3) The lease at Langenfeld, Germany runs year to year, through July 31, 2001.
    The Company has signed a commitment to lease new facilities upon completion
    of construction in the summer of 2001.

(4) Includes two facilities, one of which is leased. The lease expires on
    November 29, 2004.

To the extent any such properties are leased, the Company expects to be able to
renew such leases or lease comparable facilities on terms commercially
acceptable to the Company. Management believes that the Company's facilities are
suitable for its operations and provide sufficient capacity to meet the
Company's requirements for the foreseeable future.

The obligations of the Company under the Bank Credit Facility are secured by a
mortgage on certain of the Company's owned, domestic real properties.


                                       7
<PAGE>


ITEM 3. LEGAL PROCEEDINGS

The Company is involved in various legal proceedings which 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Grove Holdings, the sole holder of the Company's membership interests, approved
and ratified the following (i) an amendment dated as of October 22, 1999 to the
Credit Agreement, dated as of April 29, 1998; and (ii) on May 9, 2000, an
amendment to the Company's Indenture dated as of April 29, 1998.


PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

HOLDERS

There is no established trading market for the membership interests of the
Company. Grove Holdings owns all of the limited liability company interests of
the Company and Grove Investors owns all of the limited liability company
interests of Grove Holdings. For certain information concerning the ownership of
the limited liability company interests of Grove Investors, see "Item 12.
Security Ownership of Certain Beneficial Owners and Management."

MARKET INFORMATION

No dividends have been paid on the Company's membership interests. The
Company's borrowing arrangements limit the ability of the Company to pay
dividends. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."


                                       8
<PAGE>


ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected historical financial data of the Company
(i) as of and for each of the fiscal years ended September 28, 1996 and
September 27, 1997, for the seven months ended April 28, 1998 (the "Predecessor
Periods"), as of and for the five months ended October 3, 1998 and the fiscal
years ended October 2, 1999 and September 30, 2000 (the "Successor Period"). As
a result of the Acquisition, which was accounted for using the purchase method,
results of operations for the Successor Period are not comparable with those for
the Predecessor Periods. The selected historical financial data set forth below
should be read in conjunction with "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the historical financial
statements and the related notes thereto included elsewhere in this report.

<TABLE>
<CAPTION>

                                                         PREDECESSOR                        COMPANY
                                                 -----------------------------   ---------------------------------
                                                                     SEVEN         FIVE
                                                                    MONTHS       MONTHS
                                                                     ENDED        ENDED
                                                                    APRIL 28,    OCTOBER 3,
                                                  1996       1997     1998         1998       1999        2000
                                                 --------  --------   --------   --------    ---------   ---------
                                                                     (DOLLARS  IN THOUSANDS)
<S>                                           <C>        <C>        <C>         <C>         <C>         <C>

Statement of operations data:
   Net sales (1)                               $ 807,229  $ 870,858  $ 486,255   $ 401,008   $ 793,784   $ 850,562
   Gross profit (2)                              185,079    203,273     98,863      58,015     147,782     124,882
   Operating expenses                            134,459    135,382     79,041      61,189     131,584     123,444
   Goodwill impairment (3)                            --        --          --          --          --      53,351
   Income (loss) from
     operations                                   50,620     67,891     19,822      (3,174)     16,198     (51,913)
   Net income (loss) (4)                          25,448     42,220       (395)    (23,981)    (25,496)   (102,605)

Balance sheet data (at period end):
   Cash and cash equivalents                       8,184      5,024         --      34,289      15,498      16,102
   Total assets                                  730,158    881,496         --     910,348     861,501     726,135
   Total debt                                      7,443      7,265         --     430,027     432,108     456,967
   Total member's equity (deficit)               502,554    628,492         --     145,861     104,568     (11,711)

Other data:
   Depreciation and
     amortization (5)                             17,313     17,985     11,399       8,213      18,537      20,209
   Capital expenditures                           19,443     32,491     19,521       7,230       9,405       8,775
   Sales backlog at end
     of period                                   185,237    229,513    268,682     163,314     178,300     108,891
</TABLE>

(1) Net sales amounts have been restated to exclude freight costs which
    historically had been netted with freight revenues. The impact of the
    restatement was to increase net sales and cost of goods sold by $13,020,
    $14,046, $10,055, $7,229, $12,555 and $13,719 for the years ended
    September 28, 1996 and September 27, 1997, the seven months ended
    April 28, 1998, five months ended October 3, 1998 and years ended
    October 2, 1999 and September 30, 2000, respectively.

(2) Gross profit for the five months ended October 3, 1998 was adversely
    impacted by the write-off of $27.7 million of purchase accounting
    adjustments with respect to the amount assigned to inventory in excess of
    historical cost.

(3) During the fourth quarter of fiscal 2000, management of the Company adopted
    a plan, approved by the Management Committee, to reduce the size of
    Manlift operations. In connection with the plan, the Company recognized a
    goodwill impairment charge of $53,351.

(4) Includes losses by the Company's Sunderland U.K. facility of $14,085, $5,999
    and $3,554 for the seven months ended April 28, 1998, five months ended
    October 3, 1998 and year ended October 2, 1999, respectively. Effective
    December 1998, the Company ceased manufacturing operations at its
    Sunderland, United Kingdom facility due to recurring operating losses.

(5) Depreciation and amortization excludes depreciation on equipment held for
    rent.

                                       9
<PAGE>



ITEM 7. 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 combined and consolidated financial statements
included elsewhere in this report.

LIQUIDITY OVERVIEW

During the years ended October 2, 1999 and September 30, 2000, the Company
incurred significant operating losses that would have resulted in
non-compliance with certain financial covenants included in the Company's
Bank Credit Facility (see notes 11 and 24 of the Company's financial
statements). The Company obtained waivers of these financial covenants as
well as certain covenant modifications to help position the Company for
future compliance. Nevertheless, future compliance will depend on achieving
significantly improved operating results during fiscal 2001 and beyond.
Furthermore, modifications of the Bank Credit Facility place significant
restrictions on the amount of borrowings available to the Company for working
capital purposes, particularly during the period through April 30, 2001, a
period during which the Company's need is projected to be the greatest. In
addition, the modified covenants require the Company to achieve certain
earnings targets on a quarterly basis through fiscal 2001, including a
requirement to achieve adjusted earnings before interest, taxes, depreciation
and amortization ("Adjusted EBITDA"), as defined, of $20 million for the six
months ended March 31, 2001. Effective January 12, 2001, the Company obtained
further amendment of a covenant in its Bank Credit Facility, whereby the
minimum Adjusted EBITDA, as defined, required for the six-month period ended
March 31, 2001, was reduced to $16.5 million. The amendment will be null and
void in the event the Company receives an audit report on its consolidated
financial statements as of and for the year ended September 30, 2000 with a
qualification or explanatory paragraph related to its ability to continue as
a going concern.

Management has undertaken a number of initiatives to help improve operating
results and cash flows including: (i) reduction of Manlift operations, (ii)
the planned sale of Delta Manlift operations in France, (iii) restructuring
Shady Grove, Pennsylvania manufacturing operations by improving product flow
and (iv) reducing the number of sales, marketing, engineering and
administrative employees, principally in Shady Grove and the UK.

The reduction of Manlift operations allows the Company to produce a product line
which management believes is complementary with the Company's Crane products and
strategy. Manlift will continue to provide full support for the installed base
of aerial work platforms through parts and service, including discontinued
models, and to manufacture six models of boom Manlifts. In order to take
advantage of synergies, the Company has merged Manlift's production, engineering
and sales and marketing functions with those of Grove Crane.

Management believes the initiatives undertaken will enable the Company to
maintain compliance with bank financial covenants as well as provide
sufficient cash flow to meet the Company's obligations as they become due.
However, if the initiatives are not successful or if there are unforeseen
increases in working capital needs, the Company may be unable to meet bank
covenants and/or to generate sufficient cash flows from operations. In such
case, the Company will be required to obtain additional covenant
modifications and additional sources of funding. There is no assurance that
such covenant modifications will be obtained or that such funding, if needed,
will be available.

RESULTS OF OPERATIONS

For financial reporting purposes, the acquisition of the Company by Grove
Worldwide from Hanson Plc in April 1998 created a new basis of accounting and,
accordingly, the Company was required to report results prior to the acquisition
separate from results subsequent to the acquisition. For purposes of the
following discussion of the Company's results of operations, the Company has
compiled certain financial information for the fiscal year ended October 3, 1998
by combining results of operations for the seven months ended April 28, 1998
(prior to the acquisition) with those for the five months October 3, 1998
(subsequent to the acquisition). In connection with the acquisition, the Company
was formed as a limited liability company and its capital structure was changed
significantly.


                                       10
<PAGE>



The Company generates most of its net sales from the manufacture and sale of new
mobile hydraulic cranes and truck-mounted cranes. The Company also generates a
portion of its net sales from after-market sales (parts, service and used
equipment) of the products it manufactures. Sales of used equipment are not
material and are generally limited to trade-ins on new equipment through
Company-owned distributors in France, Germany and the United Kingdom.

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

<TABLE>
<CAPTION>

                                                                     FISCAL YEAR
                                                         ----------------------------------------
                                                          1998             1999            2000
                                                         --------         -------         -------
<S>                                                     <C>              <C>             <C>
New equipment sold                                      $  719.0         $ 624.1         $ 660.5
After-market                                               101.6            94.8            89.5
Other (1)                                                   66.7            74.9           100.6
                                                         --------         -------         -------
           Net sales                                    $  887.3         $ 793.8         $ 850.6
                                                         ========         =======         =======

</TABLE>


(1) Includes used equipment and specialty cranes and equipment sold to the U.S.
    government.

Consistent with industry practice, particularly in Germany, certain of the
Company's mobile hydraulic crane sales (generally less than 5% of units sold
annually) are made with residual value guarantees under which the full sales
price is collected in cash on normal commercial terms following delivery of the
cranes. However, these sales are accounted for in a manner similar to operating
leases. Upon collection, the sales price is deferred and accounted for as
deferred revenue (current and non-current) while the related inventory is
reclassified as "property, plant and equipment/equipment held for rent." Over
the term of the residual value guarantee, deferred revenue is recognized as
sales and the depreciation of the related equipment held for rent is classified
as cost of goods sold, the effect of which is to recognize sales, costs of goods
sold and gross profit over the residual value guarantee period, typically five
years, as opposed to at the time of delivery of the crane. Losses with respect
to residual value guarantees have been insignificant. See note 4 of Notes to
Combined and Consolidated Financial Statements.

Set forth below is certain information regarding the Company's results of
operations for fiscal 1998, fiscal 1999 and fiscal 2000 (dollars in thousands).


<TABLE>
<CAPTION>
                                                                                      FISCAL YEAR
                                                                ------------------------------------------------
                                                                  1998               1999                2000
                                                                ---------           --------           ---------
<S>                                                             <C>               <C>                  <C>
Net sales                                                       $887,263          $ 793,784            $850,562
Cost of goods sold                                               702,678            646,002             725,680
Write-off of amounts assigned to inventory in excess of
    historical costs resulting from purchase accounting
    adjustments                                                   27,707                 --                  --
                                                                ---------           --------           ---------
           Gross profit                                          156,878            147,782             124,882

Selling, engineering, general and administrative expenses        131,924            124,704             107,658
Amortization of goodwill                                           8,306              6,880               7,029
Restructuring charges                                                 --                 --               8,757
Goodwill impairment charge                                            --                 --              53,351
                                                                ---------           --------           ---------
           Income (loss) from operations                        $ 16,648          $  16,198            $(51,913)
                                                                =========           ========           =========
</TABLE>


Net sales have been restated to exclude freight costs which historically had
been netted with freight revenue. The impact of restatement was to increase net
sales and cost of goods sold by $17,284, $12,555 and $13,719 for fiscal 1998,
fiscal 1999 and fiscal 2000, respectively.

                                       11
<PAGE>

FISCAL 2000 COMPARED TO FISCAL 1999

NET SALES. Net sales increased $56.8 million, or 7.2%, from $793.8 million for
fiscal 1999 to $850.6 million for fiscal 2000. Net sales would have been
approximately 4% higher had foreign exchange rates been stable from fiscal 1999
to fiscal 2000 against the U.S. dollar. New equipment sales increased $36.4
million, or 5.8%, principally as the result of higher unit sales by the Grove
Crane operating division. After-market sales for the Company, including parts
and services, decreased from fiscal 1999 to fiscal 2000 due primarily to a
decline in parts and service sales in Europe. Other sales for the Company
increased 34.3% as a result of higher sales to the U.S. government and used
equipment sales.

Net sales for the Grove Crane division increased $51.7 million, or 9.5%, from
$545.1 million in fiscal 1999 to $596.8 million in fiscal 2000 on higher unit
sales. The increase was almost entirely related to sales of North American and
European customers.

Net sales for the Grove Manlift division decreased $9.2 million, or 5.5%, from
$167.8 million in fiscal 1999 to $158.6 million in fiscal 2000. The decrease was
the result of lower net sales in North America and decreased pricing partially
offset by higher unit sales in Europe.

Net sales the National Crane division increased $14.0 million, or 17.2%, from
$81.3 million in fiscal 1999 to $95.3 million in fiscal 2000. Net sales
increased as the result of higher unit sales and increased demand for higher
priced models.

GROSS PROFIT. Gross profit decreased $22.9 million, or 15.5%, from $147.8
million in fiscal 1999 to $124.9 million in fiscal 2000, as a result of a
decline in Manlift volumes and pricing, manufacturing inefficiencies in the
Company's US operation and the impact of the strengthening U.S. dollar against
European currencies. Gross profit would have been approximately 6% higher had
foreign exchange rates been stable from fiscal 1999 to fiscal 2000 against the
U.S. dollar. The manufacturing inefficiencies were caused, in part, by a failed
attempt by a labor union to organize U.S. employees. In connection with the
decision to cease manufacture of certain aerial work platform models, the
Company recorded inventory write-downs of $12.5 million in fiscal 2000. Gross
profit as a percent of sales decreased to 14.7% in fiscal 2000 from 18.6% in
fiscal 1999 primarily as the result of lower Manlift pricing.

SELLING, ENGINEERING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, engineering,
general and administrative expenses (SG&A) decreased $17.0 million, or 13.7%,
from $124.7 million in fiscal 1999 to $107.7 million in fiscal 2000. Cost
reductions at the Shady Grove facility contributed approximately $8.0 million to
the decline. The strength of the US dollar against European currencies
contributed $4.4 million to the decline. Included in SG&A are approximately $0.9
million and $5.4 million of consulting fees, for fiscal 2000 and fiscal 1999,
respectively, paid to the George Group in connection with the Company's
operational improvement program. As a percentage of net sales, SG&A was 12.7% in
fiscal 2000 and 15.7% in fiscal 1999.

RESTRUCTURING CHARGES. During the year ended September 30, 2000, the Company
adopted and executed restructuring plans that resulted in the termination of
approximately 470 employees principally in its US operations. In connection with
the terminations, the Company accrued severance costs of $8.8 million, of which
$4.7 million has been paid, with the balance being payable during fiscal 2001.
The terminations included manufacturing, general and administrative personnel.
During October and November 2000, the Company terminated approximately 220
employees resulting in severance expense of $1.6 million which will be
recognized in fiscal 2001.

GOODWILL IMPAIRMENT CHARGE. During the fourth quarter of fiscal 2000, management
of the Company adopted a plan, approved by the Management Committee, to reduce
the size of its Manlift operations. In connection with the decision to reduce
Manlift operations, the Company recognized a goodwill impairment charge of $53.4
million.

                                       12
<PAGE>

INCOME FROM OPERATIONS. Income from operations, excluding the goodwill
impairment charge of $53.4 million and restructuring charge of $8.8 million in
fiscal 2000, decreased $6.0 million from $16.2 million in fiscal 1999 to $10.2
million in fiscal 2000. The declines were principally related to lower operating
profits by the Grove Manlift division caused by the factors described above as
well as the strengthening of the U.S. dollar against European currencies.

INTEREST INCOME (EXPENSE), NET. Net interest expense increased $7.7 million in
fiscal 2000 as compared to fiscal 1999 as the result of higher borrowings on the
Company's line of credit and higher rates on these borrowings.

INCOME TAXES. The Company's business is operated as a limited liability
company organized under the laws of Delaware, as a result of which (i) Grove
Worldwide LLC is not itself subject to income tax, (ii) the taxable income of
the mobile hydraulic crane, aerial work platform and truck-mounted crane
businesses in the United States is allocated to the equity holders of Grove
Worldwide, and (iii) such equity holders are responsible for income taxes on
such taxable income. The Company intends to make distributions in the form of
dividends to equity holders to enable them to meet their tax obligations with
respect to income allocated to them by the Company. Income taxes expense for
fiscal 1999 and 2000 related principally to the Company's subsidiary in
Waverly, Nebraska, which is incorporated as a C-corporation, and the
Company's German subsidiary.

FISCAL 1999 COMPARED TO FISCAL 1998

NET SALES. Net sales decreased $93.5 million, or 10.5%, from $887.3 million for
fiscal 1998 to $793.8 million for fiscal 1999. New equipment sales decreased
$94.9 million, or 13.2%, principally as the result of lower unit sales by the
Grove Crane and Grove Manlift operating divisions. These declines are
principally related to (i) production delays at the Company's Shady Grove
manufacturing facilities, which impacted the Company's ability to take advantage
of market opportunities and (ii) softer demand for certain products resulting
from distributors and rental companies delaying purchasing decisions as the
result of uncertainty caused by mergers and acquisitions within the Company's
customer base. After-market sales for the Company, including parts and services,
decreased slightly from fiscal 1998 to fiscal 1999. This decrease was due
primarily to a decline in parts and service sales and used equipment sales.
Other sales for the Company increased 12.3% as a result of higher sales to the
U.S. government, offset to some extent by lower revenues from unit sales that
were accounted for as operating leases.

Net sales for the Grove Crane division declined $43.2 million, or 7.3%, from
$588.3 million in fiscal 1998 to $545.1 million in fiscal 1999 on lower unit
sales. The decline was almost entirely related to sales of North American
customers. The impact of lower unit sales was offset to some extent by a shift
in product mix to higher sales value units.

Net sales for the Grove Manlift division decreased $42.2 million, or 20.1%, from
$210.0 million in fiscal 1998 to $167.8 million in fiscal 1999. Unit sales of
aerial work platforms were down as a result of a weaker North American market,
partially offset by increases in sales to European customers.

Net sales the National Crane division decreased $7.9 million, or 8.9%, from
$89.2 million in fiscal 1998 to $81.3 million in fiscal 1999. Net sales to North
American customers declined but were slightly offset by an increase in sales to
Latin American customers.

GROSS PROFIT. Gross profit, excluding the write-off of amounts assigned to
inventory in excess of historical costs in fiscal 1998, decreased $36.8 million,
or 19.9%, from $184.6 million in fiscal 1998 to $147.8 million in fiscal 1999,
as a result of higher price concessions, lower volume, and inefficiencies caused
by the start-up


                                       13
<PAGE>


of the Company's new information systems in the United States. These factors
contributed to a lower gross margin for fiscal 1999 versus fiscal 1998. Gross
profit was also adversely impacted by the closure of the Sunderland U.K.
manufacturing facility which incurred losses of $3.6 million for the period
ending December 1998, the date of final closure.

SELLING, ENGINEERING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, engineering,
general and administrative expenses decreased $7.2 million, or 5.5%, from $131.9
million in fiscal 1998 to $124.7 million in fiscal 1999. As a percentage of net
sales, selling, engineering, general and administrative expenses were 14.9% in
fiscal 1998 and 15.7% in fiscal 1999. Although George Group expenses increased
$4.1 million in fiscal 1999, from $2.7 million in fiscal 1998 to $6.8 million in
fiscal 1999, the Company's operations improvement program as well as reducing
the Company's cost structure through workforce reduction, has more than offset
the increases. Fiscal 1999 includes a change for special one-time early
retirement benefits of $2.3 million and a pension and postretirement curtailment
gain of $3.3 million.

INCOME FROM OPERATIONS. Income from operations, excluding the write-off of
amounts assigned to inventory in excess of historical costs in fiscal 1998,
decreased $28.2 million. The declines were principally related to lower
operating profits by the Grove Crane division caused by the factors described
above.

INTEREST INCOME (EXPENSE), NET. Net interest expense increased $21.2 million in
fiscal 1999 as compared to fiscal 1998 as the result of a full year of interest
expense on borrowings under the Bank Credit Facility and the Senior Subordinated
Notes in fiscal 1999 as compared to only five months in fiscal 1998.

INCOME TAXES. The Company's business is operated as a limited liability company
organized under the laws of Delaware, as a result of which (i) Grove Worldwide
LLC is not itself subject to income tax, (ii) the taxable income of the mobile
hydraulic crane, aerial work platform and truck-mounted crane businesses in the
United States is allocated to the equity holders of Grove Worldwide, and (iii)
such equity holders are responsible for income taxes on such taxable income. The
Company intends to make distributions in the form of dividends to equity holders
of Grove Worldwide to enable them to meet their tax obligations with respect to
income allocated to them by the Company. Income taxes expense for the five
months ended October 3, 1998 and fiscal 1999 related principally to the
Company's subsidiary in Waverly, Nebraska, which is incorporated as a
C-corporation, and the Company's German subsidiary.

GEOGRAPHIC COMPARISONS DURING THE THREE YEARS ENDED SEPTEMBER 30, 2000.

Net sales to unaffiliated customers by the Company's domestic subsidiaries
contributed 65% of the Company's sales in fiscal 2000. Net sales to unaffiliated
customers by the Company's domestic subsidiaries increased by $13 million or 2%
in fiscal 2000 as compared to fiscal 1999. The increase in net sales by the
Company's domestic subsidiaries was a result of an increase in crane sales
offset by a decrease in aerial work platform sales. Net sales to unaffiliated
customers by the Company's foreign subsidiaries increased by $45.8 million or
18.3% in fiscal 2000 as compared to fiscal 1999. The increase in net sales by
the Company's foreign subsidiaries was primarily the result of higher crane
sales. Operating losses by the Company's U.K. operations of $5.7 million in
fiscal 2000 partially offset operating earnings of the Company's German and
French subsidiaries during the same period.

Net sales to unaffiliated customers by the Company's domestic subsidiaries
contributed 68% of the Company's sales in fiscal 1999 and virtually all of its
income from operations. Net sales to unaffiliated customers by the Company's
domestic subsidiaries decreased by $98.4 million or 15.6% in fiscal 1999 as
compared to fiscal 1998. The decline in net sales by the Company's domestic
subsidiaries occurred in each of the Company's product lines. Net sales to
unaffiliated customers by the Company's foreign subsidiaries increased by $9.6
million or 4.0% in fiscal 1999 as compared to fiscal 1998. The increase in net
sales by the Company's foreign subsidiaries was primarily the result of higher
aerial work platform sales. Operating losses by the Company's U.K. operations of
approximately $5.9 million in fiscal 1999 partially offset operating earnings of
the Company's German and French subsidiaries during the same period.


                                       14
<PAGE>



Net sales to unaffiliated customers by the Company's domestic subsidiaries
contributed in excess of 70% of the Company's sales in fiscal 1998 and virtually
all of its income from operations. Net sales to unaffiliated customers by the
Company's domestic subsidiaries increased by $23.8 million or 3.9% in fiscal
1998 as compared to fiscal 1997. The increase in net sales by the Company's
domestic subsidiaries occurred by strong sales of aerial work platforms and
truck-mounted cranes. Net sales of mobile hydraulic cranes by the Company's
domestic subsidiaries were virtually unchanged in fiscal 1998 as compared to
fiscal 1997. Net sales to unaffiliated customers by the Company's foreign
subsidiaries decreased by $10.6 million or 4.2% in fiscal 1998 as compared to
fiscal 1997. The decrease in net sales by the Company's foreign subsidiaries was
primarily the result of Sunderland's completion of the Ministry of Defense
contract in February 1998. Recurring operating losses by the Company's
manufacturing facility in Sunderland, U.K. of approximately $15.9 million in
fiscal 1998 exceeded all of the operating earnings of the Company's German and
French subsidiaries during the same period.

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 fiscal 2000, the Company's operating activities used approximately $8.3
million in operating cash flow. This amount resulted primarily from a loss from
operations before non-cash charges of $13.5 million offset by declines in the
investment in working capital of $5.2 million.

During fiscal 2000, the Company used $15.7 million in investing activities,
consisting of $8.8 million for capital expenditures and $6.9 million for
investment in equipment held for rent (due to the operating lease treatment
relating to certain sales which are accounted for as operating leases). The cash
flows used in investing activities were funded from cash resources.

The Company plans to sell its Delta Manlift subsidiary in Tonneins, France.
Net proceeds from the sale after payment of income taxes will be used to
retire amounts outstanding under the Bank Credit Facility. The sale, which is
expected to result in a gain, is expected to close during the second quarter
of fiscal 2001.

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 has made to
certain of its foreign subsidiaries. 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.

The Company has a bank credit facility (the "Bank Credit Facility"), which
consists of a $200 million term loan facility ("Term Loan Facility") and a
$66,250,000 revolving credit facility ("Revolving Credit Facility").
Subsequent to year end, in order to obtain modifications to certain financial
covenants, the Company negotiated an amendment to the credit agreement which
provided for (i) higher borrowing and facility fee rates, (ii) limitations in
the amount of the revolving credit facility available for general operating
purposes and (iii) a borrowing base. As amended, the Revolving Credit
Facility enables the Company to obtain revolving credit loans for working
capital and general corporate purposes of up to $66,250,000, subject to a
borrowing base consisting of eligible accounts receivable and inventory.
Effective April 1, 2001, the maximum borrowings available under the Revolving
Credit Facility declines to $60 million. However, during a 14-day period
ending April 16, 2001 and 5-day period ending April 23, 2001, borrowings
under the Revolving Credit

                                       15
<PAGE>


Facility will be limited to $40 million and $35 million, respectively. A
portion of the Revolving Credit Facility is available for borrowings by the
Company in the Eurocurrency markets of British pounds sterling, German marks,
French francs and certain other currencies. The Company also pays a 0.75% fee
on the unused portion of the Bank Credit Facility. Without the covenant
modifications, the Company would not have been in compliance with certain of
the financial covenants required by the Bank Credit Facility. Management has
undertaken a number of initiatives to improve the Company's operating
results. In the event that results do not improve, the Company may need to
seek further modifications to the covenants contained in the Bank Credit
Facility. There can be no assurances that the Company will be able to obtain
such modifications, if required.

At September 30, 2000, borrowings of $35 million were outstanding under the
Revolving Credit Facility. Based on the borrowing limitations imposed
following the amendment, the Company would have had available approximately
$26 million of additional borrowings at September 30, 2000.

The Company also has agreements with three third-party financial institutions
to sell up to $135.0 million of notes receivable obtained under the Company's
special North American Dealer Finance Program, subject to certain conditions.
However, the Company's Bank Credit Facility limits the aggregate sold amount
of receivables outstanding under the arrangements to $110.0 million at all
times. The third-party financial institutions purchase the notes at face
value on a 90% non-recourse basis. The Company retains 10% of the credit
risk. The sale of the notes qualifies as a sale under generally accepted
accounting principles and, accordingly, upon sale, the notes receivable are
removed from the Company's balance sheet. See note 5 of Notes to Combined and
Consolidated Financial Statements.

Management believes that the Company's income from operations and available
borrowings under the Revolving Credit Facility will be sufficient to meet its
debt service obligations, capital expenditure requirements and distributions
in the form of dividends to equity holders of Grove Holdings to enable them
to meet their tax obligations with respect to income allocated to them by the
Company for at least the next twelve months. Through April 29, 2004, the
Company's annual debt service obligations are limited to (i) principal
payments of $2 million plus 75% of excess cash flow as defined in the bank
credit agreement; (ii) periodic interest payments on borrowings under the
bank credit facility and (iii) semi-annual interest payments on the 9 1/4%
Senior Subordinated Notes. Effective November 2003, Grove Holdings is
required to make semi-annual cash interest payments on its $88 million of 11
5/8% senior discount debentures. The cash interest payments are expected to
be generated by distributions from the Company, to the extent permitted under
the Company's borrowing arrangements. However, based on the Company's
operating results and restrictions included in the Bank Credit Facility and
Senior Subordinated Note agreements, the Company currently would be unable to
meet any cash debt service requirements of Grove Holdings, if such were
required.

GROVE CAPITAL, INC.

Grove Capital, a Delaware corporation, was organized as a direct wholly owned
subsidiary of the Company for the purpose of acting as a co-issuer of the Senior
Subordinated Notes and was also a co-registrant of the Registration Statement
for the Senior Subordinated Notes relating to the acquisition of The Grove
Companies from Hanson Funding (G) PLC and certain of its subsidiaries in April
1998. This was done so that certain institutional investors to which the Senior
Subordinated Notes were marketed that might otherwise have been restricted in
their ability to purchase debt securities issued by a limited liability company,
such as the Company, by reason of the legal investment laws of their states of
organization or their charter documents, would be able to invest in the Senior
Subordinated Notes. Grove Capital has no subsidiaries, nominal assets, no
liabilities (other than the co-obligation under the Senior Subordinated Notes)
and no operations. Grove Capital does not have any revenues and is prohibited
from engaging in any business activities. As a result, holders of the Senior
Subordinated Notes should not expect Grove Capital to participate in servicing
the interest and principal obligations on the Senior Subordinated Notes.



                                       16
<PAGE>


The payment obligations of the Company and Grove Capital under the Senior
Subordinated Notes are fully and unconditionally guaranteed on a joint and
several basis by the Subsidiary Guarantors (the "Subsidiary Guarantees'), all of
which are wholly owned. The Subsidiary Guarantors are Grove U.S. LLC, a Delaware
limited liability company, Grove Finance LLC, a Delaware limited liability
company, Crane Acquisition Corp., a Delaware corporation, Crane Holding Inc., a
Delaware corporation, and National Crane Corporation, a Delaware corporation.
Grove U.S. LLC and National Crane Corporation are the Company's domestic
operating subsidiaries and together hold substantially all of the Company's
domestic assets. The remaining subsidiaries of the Company, which are foreign
subsidiaries, have not issued, and are not expected to issue, Subsidiary
Guarantees.

No separate financial statements of the Subsidiary Guarantors and Grove Capital
are included in this report. The Company considers that such financial
statements would not be material to investors because: (i) this report does
include, in the notes to the combined and consolidated financial statements of
the Company, supplemental financial information, setting forth on a consolidated
basis, balance sheets, statements of operations and cash flows information for
the Subsidiary Guarantors, the Non-Guarantor Subsidiaries and the Company; and
(ii) the above-mentioned note provides sufficient detail to allow investors to
determine the nature of the assets held by, and the operations and cash flows of
the Subsidiary Guarantors and Grove Capital.

The ability of the Company's subsidiaries to make cash distributions and loans
to the Company and the Subsidiary Guarantors is not significantly restricted
under the terms of the Senior Subordinated Notes, the Indenture governing the
Senior Subordinated Notes or the Bank Credit Facility. The obligations of each
Subsidiary Guarantor under its Subsidiary Guarantee are limited so as not to
constitute a fraudulent conveyance under applicable law. For more information
regarding the assets, liabilities, revenues and cash flows of the Subsidiary
Guarantors and the Company's non-guarantor subsidiaries, see note 23 of Notes to
the Combined and Consolidated Financial Statements of the Company.

BACKLOG

The Company's backlog consists of firm orders for new equipment and replacement
parts. Total backlog as of December 9, 2000 was approximately $130.5 million
compared to total backlog as of December 11, 1999 of $237.1 million.
Approximately $45.0 million of the decline in backlog is due to the reduction of
the manlift product line. 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.

CYCLICALITY

Historically, sales of products manufactured and sold by the Company have been
subject to cyclical variations based, among other things, on general economic
conditions and, in particular, on conditions in the construction industry.
During periods of expansion in construction activity, the Company generally has
benefited from increased demand for construction equipment. Conversely, during
recessionary times, the Company has been adversely affected by reduced demand
for such products. Downward cycles result in reductions in the Company's new
unit sales and prices, which adversely impact the Company's results of
operations. Significant deterioration of the U.S. or European economy or a
further strengthening of the U.S. dollar against European currencies could have
a material adverse impact upon the Company.


                                       17
<PAGE>



IMPACT OF CONVERSION BY THE EUROPEAN UNION TO A COMMON CURRENCY

On January 1, 1999, eleven of the fifteen member countries of the European Union
established fixed conversion rates between their existing currencies and the
euro, a new European currency, and adopted the euro as their common legal
currency. Either the euro or a participating country's present currency will be
accepted as legal tender until January 1, 2002, from which date forward only the
euro will be accepted. The euro currently is an additional currency both in
domestic and foreign markets for European businesses domiciled in the European
monetary zone. In fiscal 2000, approximately 27% of the Company's revenues were
derived from operations in member countries of the European monetary union.

The Company has initiated an assessment of euro-related issues and their impact
on information systems, currency exchange rate risk, employment and benefits,
taxation, contracts, competition, selling prices and costs, communications,
finance and administration. Initially the Company intends to continue to do
business in the national currency of the countries adopting the euro. Customers
and vendors who wish to do business in the euro are being accommodated by the
Company. During fiscal 2001, the Company intends to upgrade its information
systems in Germany and France to facilitate its ability to transact all business
using the euro by January 1, 2002. After this date all transactions involving
the Company with respect to countries participating in the euro conversion will
be based solely on the euro. The Company does not currently expect the cost of
such modifications to have a material effect on the Company's results of
operations or financial condition.

The Company has outstanding foreign exchange contracts involving the currencies
of countries participating in the euro conversion. The Company believes that
conversion to the euro may reduce the amount of the Company's exposure to
exchange rate risk, due to the netting effect of having assets and liabilities
denominated in a single currency as opposed to the various legacy currencies. As
a result, the Company's foreign exchange hedging costs could be reduced.
Conversely, because there will be less diversity in the Company's exposure to
foreign currencies, movements of the euro's value relative to the U.S. dollar
could have a more pronounced effect, whether positive or negative.

The largest European country which is not currently participating in the euro
conversion is the United Kingdom, which, in fiscal 2000, accounted for
approximately 8% of the Company's consolidated net sales. The Company is
considering the potential impact which the United Kingdom's nonparticipation
might have on trading activities with countries participating in the euro
conversion as well as on internal United Kingdom operations.

The Company does not expect the euro conversion, including the costs of
implementation, to have a material adverse effect upon the Company's results of
operations, financial condition or cash flow. However, the Company cannot
guarantee that, with respect to the euro conversion, all problems, including
long-term competitive implications of the conversion, will be foreseen and
corrected, that no material disruption of the Company's business will occur, or
that there will be no delays in the dates targeted by the Company for the euro
conversion process.

ENVIRONMENTAL MATTERS

The Company generates hazardous and non-hazardous waste in the normal course of
its manufacturing operations. As a result, the Company is subject to a wide
range of Federal, state, local and foreign environmental laws, including CERCLA,
that (i) govern activities or operations that may have adverse environmental
effects, such as discharges to air and water, as well as handling and disposal
practices for hazardous and nonhazardous wastes, and (ii) impose liability for
the costs of cleaning up, and certain damages resulting from, sites of past
spills, disposals or other releases of hazardous substances. Compliance with
such laws has required, and will continue to require, expenditures by the
Company on a continuing basis. The Company does not expect that these
expenditures will have a material adverse effect on its financial condition or
results of operations.


                                       18
<PAGE>


In 1990, the Clean Air Act was amended and established a list of 189 toxic air
pollutants that must be controlled using MACT as prescribed by the EPA. The
Company believes that by 2003 it will be subject to MACT regulations with
respect to its surface coating air omissions. At this time, the Company does not
expect the cost of compliance with these MACT regulations to have a significant
impact on the Company.

ITEM 7A. 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. A summary of the Company's principal financial
instruments which are subject to interest rate risk at September 30, 2000 is as
follows (dollars in thousands):

<TABLE>
<CAPTION>

                                     AMOUNT
                                 OUTSTANDING AT
                                  SEPTEMBER 30,     INTEREST             FAIR
DESCRIPTION                         2000              RATE              VALUE
                                  ---------         ---------          ---------
<S>                             <C>                 <C>              <C>

Revolving credit facility       $   35,000          Floating         $   35,000
Term loan facility                 176,000          Floating            176,000
Senior subordinated notes          225,000           9.25%               22,500
</TABLE>

At the Company's option, loans under the Bank Credit Facility bear interest (a)
in the case of loans in U.S. dollars, at the highest of (x) 1/2 of 1% in excess
of the Federal Funds Effective Rate (as defined in the Bank Credit Facility),
(y) 1.0% in excess of a certificate of deposit rate and (z) the bank's prime
rate, plus the applicable margin (as defined in the Bank Credit Facility), or
(b) in the case of all loans, the relevant Eurocurrency Rate (as defined in the
Bank Credit Facility) as determined by the Lender, plus the applicable margin.
At September 30, 2000, borrowings of $35 million were outstanding under the
Revolving Credit Facility, bearing interest based on LIBOR plus an applicable
margin of 3.0% (9.79% at September 30, 2000). The interest rate on borrowings
under the Term Loan Facility at September 30, 2000 was based on LIBOR plus an
applicable margin of 3.5% (10.29% at September 30, 2000). Following amendment of
the Bank Credit Facility, the applicable margin on Eurocurrency Rate borrowings
will be 4%, except for borrowings under the Revolving Credit Facility above $60
million where the applicable margin will be 5% and the applicable margin on all
other rate based borrowings will be 3%, except for borrowings under the
Revolving Credit Facility above $60 million where the applicable margin will be
4%. The average interest rate on borrowings under the Revolving Credit and Term
Loan Facilities were 7.71% and 9.71%, respectively, for the years ended October
2, 1999 and September 30, 2000.

The Revolving Credit Facility expires in fiscal 2005. The Term Loan Facility
matures in fiscal 2006 and must be repaid in semi-annual installments in October
and April of each fiscal year in an aggregate amount of (i) $2 million through
fiscal 2004, (ii) $88 million during fiscal 2005 and (iii) the balance in fiscal
2006. The Senior Subordinated Notes mature in fiscal 2008.

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 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 agreement effectively caps the Company's interest rate on $100.0
million of its floating rate debt at 6.5% plus the applicable margin.


                                       19
<PAGE>


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. For fiscal 2000, approximately 35% of the
Company's net sales were transacted in foreign currencies, of which
approximately 52% was transacted in German marks. Based on the Company's overall
currency rate exposure at September 30, 2000, a 10% change in currency rates
would not have had a material effect on the financial position, results of
operations or cash flows of the Company.

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 the 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 September 30, 2000, the Company was a party to six such
contracts with an aggregate obligation of $15.5 million. The Company's
obligation exceeded the estimated fair value of the contracts by $1.7 million.
These forward contracts generally have average maturities of less than three
months. The Company has not taken any actions 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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Combined and Consolidated Financial Statements of the Company, along with
the Report of Independent Accountants, are included on pages F-1 through F-46 of
this Form 10-K.

Supplementary data called for by this item is not presented, as it is not
applicable to the Company.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.



                                       20
<PAGE>



PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Grove Holdings, as Managing Member, sets the terms of office of the members of
the Management Committee of the Company (the "Company Management Committee").
The executive officers of the Company serve at the discretion of the Company
Management Committee. See "Item 11. Executive Compensation--Employment
Arrangements." The following table sets forth information concerning executive
officers of the Company and the members of the Company Management Committee,
each of whom (except James Patell, who is a member of the Management Committee
of the Company only) is also a member of the Management Committee of Grove
Holdings (the "Holdings Management Committee" and, together with the Company
Management Committee, the "Management Committees"):

<TABLE>
<CAPTION>

       Name              Age                               Position
-------------------      ----       --------------------------------------------------------
<S>                      <C>        <C>

Jeffry D. Bust           47         Chairman and Chief Executive Officer, Grove Worldwide and
                                    Member of each Management Committee

Stephen L. Cripe         44         Senior Vice President and Chief Financial Officer, Grove Worldwide

Keith R. Simmons         50         Senior Vice President, General Counsel and Human Resources,
                                    Grove Worldwide

Theodore J. Urbanek      66         President, National Crane Corporation

John Wheeler             54         President and Chief Operating Officer

J. Taylor Crandall       46         Member of each Management Committee

Michael L. George        60         Member of each Management Committee

Gerald Grinstein         68         Member of each Management Committee

Steven B. Gruber         42         Member of each Management Committee

Robert B. Henske         39         Member of each Management Committee

Gerard E. Holthaus       51         Member of each Management Committee

James M. Patell          52         Member of the Company Management Committee
</TABLE>


Mr. Bust serves as Chairman and Chief Executive Officer of the Company and
serves as a member of each Management Committee, positions he assumed in October
1999. From June 1998 to October 1999, he was President and Chief Operating
Officer of Grove Crane, where he was responsible for the business direction of
Grove Crane, including directly overseeing the manufacturing, quality,
marketing, sales, product support and engineering departments at Grove Crane's
Shady Grove, Pennsylvania facility, and indirectly at Wilhelmshaven, Germany and
Sunderland, United Kingdom facilities. From November 1994 to June 1998, he
served as President and General Manager for Manitowoc Cranes, Inc. and the
Lattice Crane Group. From January 1989 to November 1994, he held the positions
of Senior Vice President, Mining Equipment Division, and Vice President of
Operations for Harnischfeger Corporation. He also held various management
positions with FMC Corporation from June 1982 to January 1989.

                                       21
<PAGE>


Mr. Cripe serves as Senior Vice President and Chief Financial Officer of the
Company, a position in which he has served since August 1998. Mr. Cripe is
responsible for accounting and control, treasury functions, budgeting and
planning and information systems oversight for the Company and its operating
companies. From April 1996 to August 1998, he was Vice President -- Finance of
Tenneco Automotive, Lake Forest, Illinois. From 1993 to April 1996, he was
Controller for the Industrial Fibers Group of AlliedSignal.

Mr. Simmons serves as Senior Vice President, General Counsel and Human Resources
of the Company. He has served in this position since October 1999, and is
responsible for managing the legal affairs and personnel and employment matters
of Grove Worldwide and its operating companies. From May 1995 to October 1999,
he was Senior Vice President, General Counsel and Business Development,
responsible for managing the legal affairs of the Company, and in conjunction
with the operating companies, for developing and implementing external growth
initiatives. From April 1992 to May 1995, he was Senior Vice President and
General Counsel for Grove Worldwide.

Mr. Urbanek serves as President of National Crane, a position in which he has
served since 1975. Mr. Urbanek is responsible for the business direction of
National Crane, including overseeing the manufacturing, engineering, marketing,
sales, product support, quality, human resources, accounting and information
services departments at the Waverly, Nebraska facility. His past positions (all
while also serving as President of National Crane) include acting Vice President
and General Manager of Grove Manlift from 1981 to 1983 and Group Vice President
for Circle Steel Corp. and Cook Pump (a Grove Worldwide operation) from 1984 to
1987.

Mr. Wheeler serves as President and Chief Operating Officer, a position to which
he was appointed in August 2000. Mr. Wheeler is responsible for the Company's
day-to-day manufacturing operations and product support, as well as for
marketing, sales and finance activities in Europe, Africa, the Middle East and
Asia-Pacific. He served as President -- Europe, Africa and the Middle East from
December 1998 to August 2000. From 1995 to December 1998, he served as Senior
Vice President-Worldwide Operations for the Grove Crane operation of the
Company. From January 1985 to June 1995, Mr. Wheeler held various executive and
manufacturing management positions with Ingersoll Rand. Prior to that, he served
in various positions at Grove from 1974 to 1984.

Mr. Crandall serves as a member of each Management Committee. Mr. Crandall
has been a Managing Partner of Oak Hill Capital Management, Inc. since
November 1998, and the Chief Operating Officer of Keystone since October
1998. Between 1986 and October 1998, he served as Chief Financial Officer and
Vice President of Keystone. Since 1991, he has served as a President and a
director of Acadia MGP, Inc. Mr. Crandall is a director (or General Partner)
of Bell & Howell Company, Quaker State Corporation, Specialty Foods, Inc.,
Washington Mutual, Inc., Integrated Orthopedics, Inc., Physician Reliance
Network Inc. and Sunterra Corporation. Mr. Crandall also serves on the Board
of Advisors of Oak Hill Strategic Partners, L.P., on the Investment
Committees of Insurance Partners, L.P. and Brazos Fund L.P. and on the
Advisory Committees of Boston Ventures Limited Partnership V and B-K Capital
Partners, L.P.

Mr. George serves as a member of each Management Committee. Since 1987, Mr.
George has served as Chief Executive Officer and Chairman of the Board of
George Group, a management consulting firm based in Dallas, Texas.


                                       22
<PAGE>



Mr. Grinstein serves as a member of each Management Committee. Since October
1999, Mr. Grinstein has been the non-executive Chairman of the Board of
Agilent Technologies. He served as non-executive Chairman of Delta Air Lines,
Inc. from August 1977 to October 1999. He is also a principal of Madrona
Investment Group, a Seattle-based investment company. He served as Chairman
of Burlington Northern Santa Fe Corp., a railroad transportation company,
until his retirement in 1995. He was Chairman and Chief Executive Officer of
Burlington Northern Inc. from 1991 to 1995. Before joining Burlington
Northern in 1987, he was Chairman of Western Airlines from 1983 to 1987 and a
partner in the law firm of Preston, Thorgrimson, Ellis and Holman from 1969
to 1983. In addition to being a director of Agilent Technologies, Mr.
Grinstein also serves as a director of Delta Airlines, Inc., PACCAR Inc.,
Imperial Sugar Corp., The Pittston Company, Vans, Inc., and Expedia.com.

Mr. Gruber serves as a member of each Management Committee. Mr. Gruber has
been a Managing Partner of Oak Hill Capital Management, Inc. since November
1988, and has been a Managing Director of Oak Hill Partners, Inc. since March
1992. From May 1990 to March 1992, he was a Managing Director of Rosecliff,
Inc. Since February 1994, Mr. Gruber has also been an officer of Insurance
Partners Advisors, L.P., an investment adviser to Insurance Partners, L.P.
Since October 1992, he has been a Vice President of Keystone. From 1981 to
1990, Mr. Gruber was a Managing Director and co-head of High Yield Securities
and held various other positions at Lehman Brothers, Inc. Mr. Gruber serves
as a director of Superior National Insurance Group, Inc., MVE Holdings, Inc.,
Reliant Building Products, Inc. and several private companies related to
Keystone, Insurance Partners, L.P. and Oak Hill Partners, Inc.

Mr. Henske serves as a member of each Management Committee. In May 2000, Mr.
Henske joined Synopsys, Inc. and currently serves as Senior Vice President
and Chief Financial Officer. From January 1997 to April 2000, Mr. Henske was
a Managing Partner of Oak Hill Capital Management, Inc. From January 1996 to
December 1996, he was Executive Vice President, Chief Financial Officer and
Board Member of American Savings Bank, F.A., a federally chartered thrift.
From 1986 to December 1995, he was a business strategy and financial
consultant with Bain & Company, Inc., where he last held the position of Vice
President. Mr. Henske is a director of Reliant Building Products, Inc. and
Williams Scotsman, Inc.

Mr. Holthaus serves as a member of each Management Committee. In April 1999,
Mr. Holthaus became Chairman of the Board of Williams Scotsman, Inc., and he
has been its President and Chief Executive Officer since April 1997. From
September 1995 to April 1997, he was President and Chief Operating Officer of
Williams Scotsman, Inc. and was Executive Vice President and Chief Financial
Officer prior thereto. He has served as a director of Williams Scotsman, Inc.
since June 1994. Before joining Williams Scotsman, Inc., Mr. Holthaus served
as Senior Vice President of MNC Financial, Inc. from April 1988 to June 1994.
From 1971 to 1988, Mr. Holthaus was associated with the accounting firm of
Ernst & Young (Baltimore), where he served as a partner from 1982 to 1988. He
is a director of the Baltimore Life Companies and Avatech Solutions.

Mr. Patell serves as a member of the Management Committee of the Company.
Since September 1991, Mr. Patell has served as the Herbert Hoover Professor
of Public and Private Management at the Stanford Graduate School of Business.
He was named co-director of the Stanford Integrated Manufacturing Association
in June 1995. From 1975 to the present, he has held various other positions
with the Stanford Graduate School of Business, including Associate Dean for
Academic Affairs. Mr. Patell is a member of the editorial board of the
Journal of Accounting Research and the Journal of Management Accounting
Research. Mr. Patell is a Director of Reliant Building Products, Inc. He also
serves as a Director of the Center for Quality of Management - West, and as
an advisor to the Corporate Design Foundation, both non-profit institutions.


                                       23

<PAGE>


MANAGEMENT COMMITTEE SUBCOMMITTEES AND FEES

The Company Management Committee has an executive committee, compensation
committee, operating committee, finance committee, and audit/ethics committee.
Except for Mr. Patell, none of the members of the Company Management Committee
and the subcommittees are compensated for their services as such. Mr. Patell was
granted 1,333 Phantom Shares (under Grove Investors' Long-Term Incentive Plan)
for his Management Committee service in fiscal year 2000.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth all cash compensation paid during the last fiscal
year to Grove Worldwide's current and former Chief Executive Officers, those
officers who were, at September 30, 2000, the next four highest paid officers of
Grove Worldwide, and those additional individuals for whom disclosure would have
been provided but for the fact that such individuals were not serving as
executive officers of Grove Worldwide at the end of the last completed fiscal
year (collectively, together with the Chief Executive Officers, the "Named
Executive Officers"):

<TABLE>
<CAPTION>
                                                                                                 LONG TERM
                                                                                            COMPENSATION AWARDS
                                                                                     -------------------------
                                                   ANNUAL COMPENSATION (a)            SECURITIES                     ALL OTHER
                                               ------------------------------------   UNDERLYING        LTIP        COMPENSATION
NAME AND PRINCIPAL POSITION                     YEAR         SALARY         BONUS     OPTIONS (b)      PAYOUTS         (c)
-------------------------                      --------      -------        -------   --------         --------     --------
<S>                                            <C>          <C>             <C>       <C>              <C>        <C>

S. Bonanno, CEO,
    Grove Worldwide (d)                         2000        $   26,923           --         --              --    1,479,084(e)
                                                1999           500,004       37,292         --              --      199,604(f)
                                                1998           273,718           --      1,500              --       67,626(g)

J. Bust, CEO, Grove Worldwide (h)               2000           471,756           --        750              --       19,255(i)
                                                1999           270,000       43,380         --              --      117,166(j)
                                                1998            85,154           --        750              --      291,262(k)

S. Cripe, CFO, Grove Worldwide                  2000           251,777           --        325              --       21,423(l)
                                                1999           249,996           --        525              --      163,169(m)
                                                1998            31,410           --         --              --       30,428(n)

K. Simmons, General Counsel and
    Human Resources,                            2000           246,311           --        190              --       24,539(t)
    Grove Worldwide (s)                         1999           208,751       10,852        187              --       36,547(u)
                                                1998           192,759       45,540         --         161,238       14,120(v)

J. Wheeler, President and COO,
    Grove Worldwide (o)                         2000           219,458           --        300              --       31,410(p)
                                                1999           206,378       25,069         --              --       59,922(q)
                                                1998           185,205       69,882        300          98,580       13,190(r)

J. Danules, President,
    Grove Manlift (w)                           2000           208,686           --         --              --      146,610(x)
                                                1999            85,624           --         --              --       34,593(y)

</TABLE>

(a) The value of perquisites and benefits for each Named Executive Officer does
    not exceed the lesser of $50,000 or 10% of the total annual salary and bonus
    of such executive officer and, accordingly, is not reported herein.
(b) Certain of the Named Executive Officers have been granted options to
    purchase limited liability interests in Grove Investors denominated in Class
    A Units (as defined in the Option Plan).



                                       24
<PAGE>



(c) Represents the value of a vehicle allowance, employer-matching contributions
    under Grove Worldwide's 401(k) plan, excess group term life insurance value,
    supplemental health care insurance and long-term disability insurance
    premiums. Does not include benefits that are made available to all
    employees.
(d) Salvatore J. Bonanno served as CEO of Grove Worldwide until October 5, 1999.
(e) Includes payments of $1,470,180 to Mr. Bonanno under the terms of his
    severance agreement with Grove Worldwide.
(f) Includes a payment of $100,000 made to Mr. Bonanno under the terms of his
    employment agreement with Grove Worldwide, $64,042 for relocation costs
    incurred in connection with becoming Chairman and CEO of Grove Worldwide on
    April 29, 1998, a vehicle allowance in the amount of $12,000, employer
    matching contributions under the Grove Worldwide 401(k) plan of $10,000,
    excess group term life insurance valued at $8,500 and supplemental health
    insurance benefits in the amount of $3,877.
(g) Includes a payment of $63,462 to compensate Mr. Bonanno for compensation
    foregone under an employment arrangement with his former employer.
(h) Mr. Bust was employed by Grove Worldwide on June 8, 1998 in the
    position of President, Grove Crane. Mr. Bust became CEO effective October
    1999.
(i) Includes a vehicle allowance of $12,000, excess group term life insurance
    valued at $3,383, and $2,738 for relocation costs.
(j) Includes $98,870 for relocation costs incurred in connection with becoming
    President of Grove Crane, a vehicle allowance of $12,000, excess group term
    life insurance valued at $2,645 and supplemental health insurance benefits
    of $2,517.
(k) Includes $290,000 paid in accordance with the terms of his employment
    arrangement with Grove Worldwide as President, Grove Crane.
(l) Includes a vehicle allowance of $12,000, employer matching contributions
    under the Grove Worldwide 401(k) plan of $4,250, excess group term life
    insurance valued at $1,429 and supplemental health insurance benefits of
    $2,610.
(m) Includes a vehicle allowance of $12,000, payment of $101,000 in accordance
    with the terms of his employment arrangement with Grove Worldwide and
    $46,987 for relocation costs incurred in connection with becoming the Chief
    Financial Officer.
(n) Includes $30,000 paid in accordance with the terms of his employment
    arrangement with Grove Worldwide as Chief Financial Officer effective August
    17, 1998.
(o) Mr. Wheeler was named President and Chief Operating Officer on August 8,
    2000, having previously served as President - Europe, Africa, and the Middle
    East.
(p) Includes a vehicle allowance of $6,000, excess group term life insurance
    valued at $4,715, employer matching contributions under the Grove Worldwide
    401(k) of $4,250, and $15,019 under his employment arrangement with Grove
    Worldwide as President and Chief Operating Officer.
(q) Includes a vehicle allowance of $12,000, use of company vehicle valued at
    $3,144, excess group term life insurance valued at $3,341, supplemental
    health insurance benefits of $2,398, $33,016 paid in connection with Mr.
    Wheeler's transfer to Germany as an expatriate employee following his
    promotion to the position of President Grove Europe, Africa and Middle East
    on December 1, 1998, and $4,376 employer matching contributions under the
    Grove Worldwide 401(k) plan.
(r) Includes employer-matching contributions under Grove Worldwide's 401(k)
    plan of $5,000.
(s) As the Company's General Counsel, Mr. Simmons assumed additional
    responsibility for the Company's worldwide Human Resources function
    effective October 6, 1999.
(t) Includes a vehicle allowance of $12,000, excess group term life insurance
    valued at $5,625, employer matching contributions under the Grove Worldwide
    401(k) plan of $4,250 and supplemental health insurance benefits of $1,530.
(u) Includes a vehicle allowance in the amount of $12,000, use of company
    vehicle valued at $4,689, excess group term life insurance valued at $3,063,
    employer matching contributions under the Grove Worldwide 401(k) plan of
    $4,188 and $10,000 in accordance with his employment arrangement with Grove
    Worldwide.
(v) Includes the use of a company vehicle valued at $4,660 and employer matching
    contributions under Grove Worldwide's 401(k) plan of $5,000.
(w) Mr. Danules became President of Grove Manlift effective October 20, 1999,
    having previously served as Senior Vice President, Sales & Marketing of
    Grove Manlift.
(x) Includes a vehicle allowance of $12,000, $30,684 for relocation costs,
    excess group term life insurance valued at $2,792, and $100,000 under his
    employment arrangement with Grove Worldwide as President, Grove Manlift.
(y) Includes a vehicle allowance of $5,333, $2,906 for relocation costs, excess
    group term life insurance valued at $880, and $25,000 under his employment
    arrangement with Grove Worldwide as Senior Vice President, Sales &
    Marketing, Grove Manlift.


                                       25
<PAGE>



OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth individual grants of options pursuant to the
Grove Investors LLC Management Option Plan (the "Option Plan") for officers,
members and employees during the last fiscal year to the Named Executive
Officers:


<TABLE>
<CAPTION>
                      NUMBER OF
                      SECURITIES              PERCENT
                      UNDERLYING          OF TOTAL OPTIONS/
                      OPTIONS/SARS          SARS GRANTED             EXERCISE OR
                        GRANTED            TO EMPLOYEES IN            BASE PRICE             EXPIRATION
      NAME             (#) (1)              FISCAL YEAR             ($/SECURITY)             DATE (2)
--------------        -----------      ----------------------     -----------------     -------------------

<S>                  <C>                  <C>                       <C>                  <C>
J. Bust                  750                    48%                     $500             January 2, 2010

S. Cripe                 325                    21%                     $500             January 2, 2010

J. Wheeler               300                    19%                     $500             January 2, 2010

K. Simmons               190                    12%                     $500             January 2, 2010
--------------        -----------      ----------------------     -----------------     -------------------
</TABLE>


(1) Options to purchase limited liability interests in Grove Investors
    denominated in Class A Units (as defined in the Option Plan).
(2) The options may be exercised: (i) January 2, 2010; (ii) 30 days following
    termination of the Named Executive Officer concerned without cause (as
    described in the Option Plan); (iii) one year following the death or
    disability of the Named Executive Officer concerned; (iv) the effective date
    of termination for cause (as described in the Option Plan); or (v) the
    effective date of voluntary termination for any reason (as described in the
    Option Plan).

PENSION BENEFITS

The following table sets forth the standard annual benefits payable to
participants in the Company's pension plan and nonqualified supplemental benefit
plan:

                               PENSION PLAN TABLE

<TABLE>
<CAPTION>
                                                         YEARS OF SERVICE
                         -----------------------------------------------------------------------------
      RENUMERATION             15              20               25              30              35
---------------------    ------------    ------------    -------------   -------------    ------------

<S>                    <C>             <C>             <C>             <C>              <C>
   $     125,000       $      27,515   $      36,687   $       45,859  $       55,031   $      64,202
         150,000              33,703          44,937           56,171          67,406          78,640
         175,000              39,890          53,187           66,484          79,781          93,077
         200,000              46,078          61,437           76,796          92,156         107,515
         225,000              52,265          69,687           87,109         104,531         121,952
         300,000              60,928          81,237          101,546         121,856         142,165
         400,000              60,928          81,237          101,546         121,856         142,165
         450,000              60,928          81,237          101,546         121,856         142,165
         500,000              60,928          81,237          101,546         121,856         142,165
</TABLE>


Salaried employees of the Company are eligible to participate in the Company's
defined benefit pension plan, and each named Executive Officer participates in a
supplemental excess retirement plan. Under the aggregated plans, benefits are
determined based on years of service and average annual base salary (up to
$260,000 for years after 1996) for the highest three of the last 10 years of
service. Benefits under the plan equal 1% of final average pay up to Social
Security covered compensation plus 1.65% of final average pay in excess of
social security covered compensation, minus any benefits payable under the
Company's prior plan.

All of the Named Executive Officers are participants in the pension plan.



                                       26
<PAGE>



The following table sets forth the estimated credited years of service for each
of the Named Executive Officers as of the end of fiscal 2000:

ESTIMATED CREDITED YEARS OF SERVICE AS OF THE END OF FISCAL YEAR 2000

<TABLE>
<CAPTION>
                                 CREDITED YEARS
      NAME                         OF SERVICE
---------------------         -------------------

<S>                              <C>
S. Bonanno                              1.5
J. Bust                                 2.3
S. Cripe                                2.2
J. Wheeler                             15.8
K. Simmons                             15.1
J. Danules                              1.5
</TABLE>


DESCRIPTION OF MANAGEMENT OPTION PLAN

In April 1998, Grove Investors, the parent company of Grove Holdings, adopted
the Option Plan. The purpose of the Option Plan is to promote the interests of
Grove Investors and its members by (i) attracting and retaining exceptional
officers and other key employees of Grove Investors and its affiliates,
specifically the Company, and (ii) enabling such individuals to acquire an
equity interest in, and participate in the long-term growth and financial
success of Grove Investors.

Subject to a participant's continued employment with the Company or its
affiliates, options granted under the Option Plan will vest over a five-year
period as follows. For each of the first five fiscal years beginning after the
date the options are granted, the options will vest and become cumulatively
exercisable with respect to 20% of Grove Investors' membership interests subject
to such options on the last day of such fiscal year if the Company and its
subsidiaries meet the EBITDA target established for that fiscal year. If the
EBITDA actually achieved for a year is less than the EBITDA target for that
year, then the vesting schedule for that year will be proportionately reduced.
In addition, options will not vest in any year if the actual EBITDA for that
year is less than a minimum percentage of the EBITDA target. No options are
currently vested.

To the extent not previously canceled, any unvested portion of an option will,
as of the date of a Change in Control (as defined in the Option Plan), be deemed
vested and exercisable immediately prior to such Change in Control. In addition,
as a result of a termination of employment by any participant, Grove Investors
has the assignable right but not the obligation to purchase the participant's
membership interests in Grove Investors for an amount to be calculated based on
the participant's reason for termination of employment.

LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

During fiscal 1999, Grove Investors adopted a Phantom Share Appreciation Rights
(PSAR) Plan for the purpose of (i) attracting and retaining exceptional
employees and (ii) enabling such individuals to participate in the long-term
growth of the Company. Under this plan, key employees and management committee
members are granted equity appreciation rights (PSAR). Upon the occurrence of a
"realization event", generally a change of control, as defined, the holder of
the PSAR is paid an amount equal to the fair value of the PSAR over its initial
grant price, plus the cumulative dividends paid by the Company since the date of
grant. Rights cannot be assigned, sold or transferred and generally vest over a
five-year period assuming achievement of certain earnings targets. Rights vest
immediately if a realization event occurs. If the employee is terminated due to
death, disability, or without cause, the vested portion of the PSAR remains
effective and the non-vested portion is canceled. If the employee is terminated
for any other reason, the entire PSAR is canceled. The committee that
administers the plan has the right to equitably adjust the number of shares,
grant price or make cash payments if it determines that some event has affected
the value of the PSAR's


                                       27
<PAGE>


to the employees. The committee is currently authorized to grant up to 22,000
rights which is the equivalent of approximately a 1% equity interest in
Investors. The committee also has the ability to designate any other event or
time other than a change of control as a realization event. The plan expires
after ten years unless specifically amended. None of the Named Executives
participate in this plan.

During the year ended September 30, 2000, the Company granted 2,870 and 1,333
rights with exercise prices of 37.50 and 0.00 dollars per right,
respectively. For the year ended September 30, 2000, the Company did not
achieve the earnings targets. The Company has not recognized any compensation
with respect to the vesting since the estimated fair value of the underlying
equity interest is less than the exercise price. At September 30, 2000,
15,709 rights were outstanding of which 4,998 were vested.

SHORT-TERM INCENTIVE PLAN

The Company's short-term incentive plan (the "STIP") permits the Company to pay
officers and other key employees, including prospective officers and employees,
of the Company and its affiliates an annual bonus conditioned on the attainment
of certain pre-established financial performance criteria based on EBITDA and
inventory turn targets for the Company and/or designated business sub-units. The
STIP is administered by certain persons designated by the Compensation Committee
of the Company.

EMPLOYMENT ARRANGEMENTS

Mr. Bonanno's employment with the Company terminated on October 5, 1999.
Pursuant to the terms of an employment contract with the Company dated as of
April 28, 1998, Mr. Bonanno is entitled to the following severance: (i)
continued salary for twenty-four months based on an annual salary of $500,000;
(ii) bonus payable in twenty-four monthly payments equal to 1/12 of a target
bonus amount of $500,000; and (iii) a special bonus of $450,000 paid on March
31, 2000. There is no unpaid incentive compensation due with respect to any
prior completed fiscal year, nor is any amount due for incentive compensation
for the completed months of his employment during fiscal year 1999. The Company
exercised its termination call rights to purchase all of Mr. Bonanno's interests
in Grove Investors at fair market value. Effective November 15, 1999, this fair
market value of $1,000,000 was applied against the unpaid principal and interest
amounts due under a promissory note for $1,000,000 dated June 27, 1998. The
remaining unpaid interest accrued on the promissory note was withheld and offset
from the monthly bonus payments. All of Mr. Bonanno's options under the Option
Plan were unvested and, therefore, were automatically canceled upon termination.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In July 1998, a compensation committee, made up of members of the Company's
Management Committee (the "Compensation Committee"), was formed to approve
executive compensation policies. The chairman of the Compensation Committee is
Mr. Crandall. Messrs. Gruber and Bust are also members of the Compensation
Committee, which determines the compensation of the executive officers of the
Company. Traditionally, the Company's compensation practices had been based on a
modified "Hay" system. The Company has determined that a combination of its
traditional modified "Hay" system and a "market" value approach to executive
compensation provides appropriate compensation controls and meets the need for
competitive compensation to enable the Company to recruit, retain and reward its
executives.


                                       28
<PAGE>


MANAGEMENT OF GROVE CAPITAL

Messrs. Henske, Crandall and Bust are the directors of Grove Capital. They are
not compensated in any way for acting in their capacity as such. The board of
directors of Grove Capital does not have a compensation committee, audit
committee or nominating committee.

Mr. Bust is the Chief Executive Officer of Grove Capital. Mr. Simmons is the
Vice President and Secretary of Grove Capital. Mr. Cripe is the Vice
President and Chief Financial Officer of Grove Capital. None of the executive
officers of Grove Capital are compensated for their services as such. See
"Item 10. Directors and Executive Officers of the Registrant" for
biographical information on the members and executive officers of Grove
Capital.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

All of the issued and outstanding membership interests of the Company are
beneficially owned by Grove Holdings whose principal address is 1565 Buchanan
Trail East, Shady Grove, Pennsylvania 17256. All shares of the issued and
outstanding capital stock of Grove Capital are beneficially owned by the
Company, whose principal address is 1565 Buchanan Trail East, Shady Grove,
Pennsylvania 17256. All of the issued and outstanding membership interests of
Grove Holdings are beneficially owned by Grove Investors, whose principal
address is 201 Main Street, Fort Worth, Texas 76102.


                                       29
<PAGE>



The following table sets forth certain information regarding beneficial
ownership of the membership interests of Grove Investors, the managing member of
Grove Holdings, by (i) each person or entity who owns five percent or more
thereof, (ii) each member of the Company Management Committee individually who
holds membership interests, (iii) each Named Executive Officer who holds
membership interests and (iv) all executive officers and members of the Company
Management Committee as a group:


<TABLE>
<CAPTION>
                                                                        MEMBERSHIP
                    NAME OF BENEFICIAL OWNER                           INTERESTS (7)
           --------------------------------------------              ------------------
<S>                                                                  <C>
           Oak Hill Strategic Partners, L.P.(1) (2)
                201 Main Street, Suite 3200
                Forth Worth, Texas 76102                                  44.27%
           FW Grove Coinvestors, L.P. (2) (3)
                201 Main Street, Suite 3200
                Forth Worth, Texas 76102                                  44.27%
           GGEP-Grove, L.P. (2) (4)
                One Galleria Tower
                13355 Noel Road, Suite 1100
                Dallas, Texas 75240                                        2.71%
           D. Brown (3)                                                   44.27%
           J. Crandall (1)                                                44.27%
           M. George (2) (4)                                               1.92%
           J. Bust (5)                                                     1.50%
           S. Cripe (5)                                                    1.58%
           K. Simmons (5)                                                    *
           J. Wheeler (5)                                                    *
           All executive officers and members of the
                Company Management Committee as
                a group (8 persons) (6)                                   50.46%
</TABLE>

    *Indicates less than one percent.

(1)The general partner of Oak Hill Strategic Partners, L.P. is FW
   Strategic Asset Management, L.P., whose general partner is Strategic
   Genpar, Inc. J Taylor Crandall is the sole stockholder of Strategic
   Genpar, Inc. Accordingly, Mr. Crandall may be deemed to be the beneficial
   owner of the membership interests of Oak Hill Strategic Partners, L.P. Mr.
   Crandall disclaims beneficial ownership of these membership interests. In
   addition, Mr. Crandall is a member of the Company Management Committee.
(2)Represents Class B Membership Interests. The Class B Membership Interests
   and the Class A Membership Interests are substantially identical except that,
   under the terms of the Grove Investors LLC Operating Agreement, the issuance
   of additional Class B Membership Interests will not result in dilution to the
   holders of the Class A Membership Interests.
(3)The general partner of FW Grove Coinvestors, L.P. is FW Group Genpar,
   Inc. ("Group Genpar"). David G. Brown is the sole stockholder of Group
   Genpar. Accordingly, Mr. Brown may be deemed to be the beneficial owner of
   the membership interests of FW Grove Coinvestors, L.P. Mr. Brown disclaims
   beneficial ownership of these membership interests.
(4)GGEP-Grove, L.P., is an entity formed by certain employees of George
   Group. Mr. George is the Chief Executive Officer and Chairman of the Board
   and majority stockholder of George Group. Accordingly, he may be deemed to
   be the beneficial owner of the membership interests of GGEP-Grove, L.P. In
   addition, Mr. George is a member of the Company Management Committee.
(5)Represents Class A Membership Interests.
(6)Includes membership interests which may be deemed to be beneficially
   owned by Messrs. Crandall and George.
(7)Percentage of membership interests represents Class A and Class B membership
   interests combined into one group.


                                       30
<PAGE>



Certain members of senior management of the Company have purchased
approximately 4.3% of the membership interests of Grove Investors. The
purchase price of such interests was partially financed through approximately
$1,338,000 in loans from the Company. Certain members of the senior
management have also been granted options to purchase membership interests of
Investors under the Option Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

OPERATING AGREEMENTS

GROVE WORLDWIDE LLC OPERATING AGREEMENT

The Company is wholly owned by Grove Holdings, which is also the managing
member. As managing member, Grove Holdings has delegated the management of the
Company to the Company Management Committee. Subject to restrictions contained
in the New Credit Facility and the Indenture relating to the Senior Subordinated
Notes, all distributions in respect of membership interests of the Company will
be made to Grove Holdings.

GROVE HOLDINGS LLC OPERATING AGREEMENT

Grove Holdings is wholly owned by Grove Investors, which is also the managing
member of Grove Holdings. As managing member, Grove Investors has delegated the
management of the Company to the Holdings Management Committee, which has the
same composition as the Company Management Committee (except J. Patell, who is a
member only of the Company Management Committee). Subject to restrictions
contained in the Indenture relating to the Debentures, all distributions in
respect of membership interests of Grove Holdings will be made to Grove
Investors.

AGREEMENTS WITH GEORGE GROUP INC. FOR MANAGEMENT CONSULTING SERVICES

George Group provided consulting services to facilitate the Company's
development and achievement of its business plan, including services with
respect to an operations improvement program, strategic planning, operations and
financial matters. For such services, George Group was paid cash fees equivalent
to its costs and was reimbursed for its out-of-pocket expenses. The Company paid
George Group approximately $0.9 million in fiscal 2000. The consulting agreement
expired on December 31, 1999.

LOANS TO CERTAIN EXECUTIVE OFFICERS

The Company has provided loans to certain executive officers of the Company to
finance their investment in the membership interest of Grove Investors. These
loans are evidenced by promissory notes which bear interest at a rate per annum
equal to the prime rate of Wells Fargo Bank and are secured by a pledge of the
executive's membership interests in Grove Investors. All of the notes are due
ten years from their date of issuance. As of September 30, 2000, Messrs. Bust,
Wheeler, and Cripe were indebted to the Company in the amounts of approximately
$650,000, $179,000, and $677,000, including accrued interest, respectively.


                                       31
<PAGE>


PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) (1) List of Financial Statements.

The following Combined and Consolidated Financial Statements of the Company and
the Report of Independent Accountants set forth on pages F-1 through F-46
respectively, are incorporated by reference into this Item 14 of Form 10-K by
Item 8 hereof:

See Index to Combined and Consolidated Financial Statements and Financial
Statement Schedule on page F-1.

(a) (2) Financial Statement Schedules.

The following is a list of all financial statement schedules filed as part of
this Report:

See Index to Combined and Consolidated Financial Statements and Financial
Statement Schedule on page F-1.

Schedules other than those listed in the Index to Combined and Consolidated
Financial Statements and Financial Statement Schedule on page F-1 have been
omitted because they are not required or are not applicable, or the required
information has been included in the Combined and Consolidated Financial
Statements or the Notes thereto.

(a) (3) Exhibits.

<TABLE>
<CAPTION>
Exhibit No.                   DESCRIPTION OF EXHIBIT
-----------                   ----------------------

<S>          <C>
3.1*         Second Amended and Restated Limited Liability Company Agreement
             of Grove Worldwide LLC ("Grove")
4.1*         Indenture dated as of April 29, 1998, by and among Grove, Grove
             Capital, Inc. ("Grove Capital"), the Subsidiary Guarantors and
             the United States Trust Company of New York.
4.2*         Form of 9 1/4% Senior Subordinated Notes due 2008.
4.3*         Credit Agreement dated April 29, 1998, by and among Grove, Grove
             Capital and Chase Bank of Texas, National Association, as
             administrative agent, Donaldson, Lufkin & Jenrette Securities
             Corporation, as documentation agent, and BankBoston, N.A., as
             syndication agent.
4.4*         Registration Rights Agreement dated as of April 29, 1998, by and
             among Grove, Grove Capital, the Subsidiary Guarantors and Chase
             Securities Inc., Donaldson, Lufkin & Jenrette Securities
             Corporation and BankBoston Securities Inc.
10.3*        George Group Consulting Agreement dated as of April 29, 1998 by and
             between Grove and George Group Inc.
10.4*        Employment Agreement dated as of March 5, 1998 by and between
             Grove and Salvatore J. Bonanno


                                       32
<PAGE>




Exhibit No.                   Description of Exhibit
-----------                   ----------------------

10.5*        Change of Control Agreement dated July 24, 1997 by and between
             Grove and Keith R. Simmons.
10.6*        Change of Control Agreement dated July 24, 1997 by and between
             Grove and Theodore J. Urbanek.
10.7*        Grove Investors LLC Management Option Plan.
10.8*        Grove Worldwide LLC Short-Term Incentive Plan.
10.9*        Guarantee and Collateral Agreement by Grove Holdings LLC, Grove,
             Grove Capital and certain of their subsidiaries in favor of Chase
             Bank of Texas, National Association, as administrative agent.
10.10*       Form of Grove Investors LLC Option Agreement.
10.11*       First Amendment, dated June 23, 1998, to Employment Agreement of
             Salvatore J. Bonanno.
10.12*       Promissory Note dated June 27, 1998 by and between Grove and
             Salvatore J. Bonanno.
10.13*       Promissory Noted dated June 27, 1998 by and between Grove and
             Jeffry D. Bust.
10.14*       Promissory Note dated June 27, 1998 by and between Grove and
             John Wheeler.
10.15*       Promissory Note dated October 27, 1998 by and between Grove and
             Stephen L. Cripe.
10.16*       Promissory Note dated October 27, 1998 by and between Grove and
             Stephen L. Cripe.
10.17*       First Amendment, dated October 22, 1999, to the 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.
10.18*       Severance Agreement and General Release, dated October 6, 1999
             by and among Grove Investors LLC, Grove Worldwide LLC, and
             Salvatore J. Bonanno.
10.19*       Grove Investors LLC Realization Event Plan (PSAR)
10.20*       First Amendment to the Consulting Agreement dated April 29,
             1998, by and between Grove Worldwide LLC and George Group, Inc
10.22        Second Amendment and Waiver, dated as of October 20, 2000, to
             the Credit Agreement, dated as of April 29, 1998, as amended, among
             Grove Worldwide LLC, Grove Capital, Inc., the several banks and
             other financial institutions or entities from time to time parties
             to the Credit Agreement and The Chase Manhattan Bank, as
             administrative agent.
10.23        Amendment to indenture dated as of May 11, 2000 among Grove
             Worldwide LLC, a Delaware limited liability company, Grove
             Capital, Inc., a Delaware corporation, Crane Acquisition Corp.,
             a Delaware corporation, Crane Holding, Inc., a Delaware
             corporation, National Crane Corp., a Delaware corporation, Grove
             Finance LLC, a Delaware limited liability company and Grove U.S.
             LLC, a Delaware limited liability company and the United States
             Trust Company of New York, as trustee, to the Indenture dated as
             of April 29, 1998 among the issuers, the Subsidiary Guarantors
             and the Trustee
10.24        Third amendment and consent, dated as of January 11, 2001, to the
             Credit Agreement, dated as of April 29, 1998, as amended, among
             Grove Worldwide LLC, Grove Capital, Inc., the several banks and
             other financial institutions or entities from time to time parties
             to this Agreement (collectively, the "Lenders"; individually, a
             "Lender") and THE CHASE MANHATTAN BANK, as Administrative Agent (as
             hereinafter defined) for the Lenders hereunder.
21.1*        Subsidiaries of the Company.
27.1         Financial Data Schedule.
</TABLE>

*   Incorporated herein by reference from the Registration Statement on Form S-4
    filed by Grove Worldwide LLC, Grove Capital, Inc. and the Subsidiary
    Guarantors (Commission File Number 333-57611).

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended September 30, 2000.



                                       33
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on January 12, 2001.

                                                   GROVE WORLDWIDE LLC

                                                   /s/ Jeffry D. Bust
                                                   ------------------
                                                   Jeffry D. Bust
                                                   Chairman and Chief
                                                   Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on January 12, 2001.


<TABLE>
<CAPTION>

      Signatures                                            Title
      ----------                                            -----
<S>                                          <C>

/s/ Jeffry D. Bust                           Chairman and Chief Executive Officer and
----------------------                       Member (Principal Executive Officer)
Jeffry D. Bust

/s/ Stephen L. Cripe                         Chief Financial Officer (Principal Financial
----------------------                       and Accounting Officer)
Stephen L. Cripe

/s/ J Taylor Crandall                        Member
----------------------
J Taylor Crandall

/s/ Michael L. George                        Member
----------------------
Michael L. George

/s/ Gerald Grinstein                         Member
----------------------
Gerald Grinstein

/s/ Steven B. Gruber                         Member
----------------------
Steven B. Gruber

/s/ Robert B. Henske                         Member
----------------------
Robert B. Henske

/s/ Gerard E. Holthaus                       Member
----------------------
Gerard E. Holthaus

/s/ James Patell                             Member
----------------------
James Patell

</TABLE>


                                       34
<PAGE>



SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

The registrant has not sent the following to security holders: (i) any annual
report to security holders covering the registrant's last fiscal year; or (ii)
any proxy statement, form of proxy or other proxy soliciting material with
respect to any annual or other meeting of security holders.


                                       35
<PAGE>



                      GROVE WORLDWIDE LLC AND SUBSIDIARIES



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                            PAGE
<S>                                                                         <C>
FINANCIAL STATEMENTS

Independent Auditors' Report                                                 F-2

Consolidated Balance Sheets as of October 2, 1999 and September 30, 2000     F-3

Combined Statements of Operations for the seven months ended April 28,
   1998 and Consolidated Statements of Operations for the five months
   ended October 3, 1998 and years ended October 2, 1999 and
   September 30, 2000                                                        F-4

Combined Statements of Comprehensive Loss for the seven months ended
   April 28, 1998 and Consolidated Statements of Comprehensive Loss for
   the five months ended October 3, 1998 and years ended October 2,
   1999 and September 30, 2000                                               F-5

Combined Statements of Predecessor Capital for the seven months ended
   April 28, 1998 and Consolidated Statements of Members' Equity (Deficit)
   for the five months ended October 3, 1998 and years ended October 2,
   1999 and September 30, 2000                                               F-6

Combined Statements of Cash Flows for the seven months ended April 28,
   1998 and Consolidated Statements of Cash Flows for the five months
   ended October 3, 1998 and years ended October 2, 1999 and
   September 30, 2000                                                        F-7

Notes to Combined and Consolidated Financial Statements                      F-8


FINANCIAL STATEMENT SCHEDULE

Schedule II - Valuation and Qualifying Accounts                              S-1

</TABLE>


                                      F-1
<PAGE>




                            INDEPENDENT AUDITORS' REPORT


The Management Committee of
   Grove Worldwide LLC:


We have audited the accompanying consolidated balance sheets of Grove
Worldwide LLC and subsidiaries as of October 2, 1999 and September 30, 2000
and the related consolidated statements of operations, comprehensive loss,
member's equity (deficit) and cash flows for the five months ended October 3,
1998 and the years ended October 2, 1999 and September 30, 2000 (Successor
Periods) and the combined statements of operations, comprehensive loss,
predecessor capital and cash flows for the seven months ended April 28, 1998
(Predecessor Period). In connection with our audit of the combined and
consolidated financial statements, we have also audited the combined and
consolidated financial statement schedule listed under Item 14(a)(2). These
combined and consolidated financial statements and financial statement
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these combined and consolidated
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Grove Worldwide LLC
and subsidiaries as of October 2, 1999 and September 30, 2000, and the results
of their operations and their cash flows for the Successor Periods, in
conformity with accounting principles generally accepted in the United States of
America. Furthermore, in our opinion, the aforementioned combined financial
statements present fairly, in all material respects, the results of operations
and cash flows of The Grove Companies for the Predecessor Period, in conformity
with accounting principles generally accepted in the United States of America.
Also in our opinion, the related combined and consolidated financial statement
schedule, when considered in relation to the basic consolidated and combined
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.

As discussed in note 3 to the combined and consolidated financial statements, on
April 28, 1998, Grove Worldwide LLC acquired The Grove Companies in a business
combination accounted for as a purchase. As a result of the acquisition, the
consolidated information for periods following the acquisition is presented on a
different cost basis than that for the periods before the acquisition and,
therefore is not comparable.

                                              /s/ KPMG LLP

January 12, 2001


                                      F-2
<PAGE>




                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

                           Consolidated Balance Sheets

                     October 2, 1999 and September 30, 2000
                                 (in thousands)



<TABLE>
<CAPTION>
                                                                                  1999           2000
                                                                               ------------  -------------
                                                   ASSETS
<S>                                                                              <C>           <C>
Current assets:
     Cash and cash equivalents                                                   $  15,498     $   16,102
     Cash restricted as to its use (note 5)                                          1,366          1,688
     Trade receivables, net (note 5)                                               142,271        131,405
     Notes receivable (note 5)                                                       5,425          6,801
     Inventories (note 6)                                                          193,123        175,181
     Net assets of subsidiary held for sale (note 22)                                   --          3,308
     Prepaid expenses and other current assets                                       7,405         10,116
                                                                               ------------  -------------

                Total current assets                                               365,088        344,601

Property, plant and equipment, net (note 7)                                        213,731        168,696
Goodwill, net (note 8)                                                             269,556        199,861
Other assets                                                                        13,126         12,977
                                                                               ------------  -------------
                                                                                 $ 861,501   $    726,135
                                                                               ============  =============

                        LIABILITIES AND MEMBER'S EQUITY (DEFICIT)

Current liabilities:
     Current maturities of long-term debt (notes 2, 11 and 24)                  $   12,000     $   37,000
     Short-term borrowings (note 9)                                                 19,108         20,967
     Accounts payable                                                               75,370         75,780
     Accrued expenses and other current liabilities (note 10)                       84,946         83,064
                                                                               ------------  -------------
                Total current liabilities                                          191,424        216,811

Deferred revenue (note 4)                                                           74,368         37,170
Long-term debt (notes 2, 11 and 24)                                                401,000        399,000
Other liabilities (notes 12 and 13)                                                 90,141         84,865
                                                                               ------------  -------------
                Total liabilities                                                  756,933        737,846
                                                                               ------------  -------------

Member's equity (deficit):
     Invested capital                                                              163,710        164,289
     Accumulated deficit                                                          (49,477)      (152,082)
     Accumulated other comprehensive loss                                          (9,665)       (23,918)
                                                                               ------------  -------------
                Total member's equity (deficit)                                    104,568       (11,711)

Commitments and contingencies (notes 2, 17, 18 and 19)
                                                                               ------------  -------------
                                                                                $  861,501   $   726,135
                                                                               ============  =============
</TABLE>

See accompanying notes to combined and consolidated financial statements.


                                      F-3
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

           Combined Statement of Operations for the seven months ended
          April 28, 1998 and Consolidated Statements of Operations for
                    the five months ended October 3, 1998 and
               years ended October 2, 1999 and September 30, 2000
                                 (in thousands)



<TABLE>
<CAPTION>
                                                    PREDECESSOR                           COMPANY
                                                  ----------------  ---------------------------------------------------
                                                    APRIL 28,         OCTOBER 3,        OCTOBER 2,      SEPTEMBER 30,
                                                      1998               1998              1999             2000
                                                  --------------    ---------------   ---------------   -------------


<S>                                                 <C>                <C>              <C>             <C>
Net sales                                           $   486,255        $   401,008       $   793,784     $   850,562
Cost of goods sold (note 6)                             387,392            342,993           646,002         725,680
                                                  --------------    ---------------   ---------------   -------------
                Gross profit                             98,863             58,015           147,782         124,882

Selling, engineering, general
     and administrative expenses                         73,826             58,098           124,704         107,658
Amortization of goodwill                                  5,215              3,091             6,880           7,029
Restructuring charges (note 16)                             --                  --                --           8,757
Goodwill impairment charge (note 8)                         --                  --                --          53,351
                                                  --------------    ---------------   ---------------   -------------

                Income (loss) from
                    operations                           19,822             (3,174)           16,198         (51,913)

Interest income (expense), net (note 11)                  1,048            (15,916)          (36,020)        (43,703)
Other expense, net                                       (9,524)              (554)             (139)         (1,036)
                                                  --------------    ---------------   ---------------   -------------

                Income (loss) before
                    income taxes                         11,346            (19,644)          (19,961)        (96,652)

Income taxes (note 15)                                   11,741              4,337             5,535           6,255
                                                  --------------    ---------------   ---------------   -------------

                Net loss before cumulative
                    effect of change in
                    accounting principle                   (395)           (23,981)          (25,496)       (102,907)

Cumulative effect of change in
     accounting principle (note 18)                          --                 --                --             302
                                                  --------------    ---------------   ---------------   -------------
                    Net loss                        $      (395)       $   (23,981)      $   (25,496)    $  (102,605)
                                                  ==============    ===============   ===============   =============
</TABLE>


See accompanying notes to combined and consolidated financial statements.


                                      F-4
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

          Combined Statement of Comprehensive Loss for the seven months
        ended April 28, 1998 and Consolidated Statements of Comprehensive
               Loss for the five months ended October 3, 1998 and
               years ended October 2, 1999 and September 30, 2000
                                 (in thousands)

<TABLE>
<CAPTION>
                                                    PREDECESSOR                           COMPANY
                                                    ------------       ----------------------------------------------
                                                       APRIL 28,         OCTOBER 3,       OCTOBER 2,      SEPTEMBER 30,
                                                         1998              1998             1999             2000
                                                    ------------       -----------       -----------      -----------
<S>                                                 <C>                <C>               <C>              <C>
Net loss                                            $       (395)      $   (23,981)      $   (25,496)     $  (102,605)

Change in minimum pension liability
     (note 13)                                            (1,371)           (2,059)           (5,909)           7,708

Unrealized net losses on cash flow hedges
     of forecasted foreign currency
     transactions                                             --                --                --             (992)

Change in foreign currency translation
     adjustment                                           (5,764)            7,341            (9,038)         (20,969)
                                                    ------------       -----------       -----------      -----------
                Comprehensive loss                  $     (7,530)      $   (18,699)      $   (40,443)     $  (116,858)
                                                    ============       ===========       ===========      ===========
</TABLE>

See accompanying notes to combined and consolidated financial statements.


                                      F-5
<PAGE>

                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

         Combined Statement of Predecessor Capital for the seven months
       ended April 28, 1998 and Consolidated Statements of Member's Equity
             (Deficit) for the five months ended October 3, 1998 and
               years ended October 2, 1999 and September 30, 2000
                                 (in thousands)



<TABLE>
<CAPTION>
                                                                              COMPANY
                                                        -------------------------------------------------------
                                                                                   ACCUMULATED          TOTAL
                                                                                      OTHER            MEMBER'S
                                         PREDECESSOR    INVESTED     ACCUMULATED  COMPREHENSIVE        EQUITY
                                           CAPITAL       CAPITAL       DEFICIT    INCOME (LOSS)       (DEFICIT)
                                         -----------    ---------    -----------  -------------       ---------

<S>                                     <C>            <C>          <C>          <C>                 <C>
Balance, September 27, 1997              $  628,492     $      --    $       --   $         --        $      --

Net loss                                       (395)           --            --             --               --
Net transactions with affiliates           (111,216)           --            --             --               --
Other comprehensive loss                     (7,135)
                                         -----------    ---------    -----------  -------------       ---------

           Balance, April 28, 1998          509,746            --            --             --               --

Elimination of predecessor capital         (509,746)           --            --             --               --
Initial capitalization
Advances to Grove                                --       168,209            --             --          168,209
    Holdings LLC (note 20)                       --        (3,649)           --             --           (3,649)
Net loss                                         --            --       (23,981)            --          (23,981)
Other comprehensive income                       --            --            --          5,282            5,282
                                         ----------     ---------    -----------  -------------       ---------

           Balance, October 3, 1998              --       164,560       (23,981)         5,282          145,861

Advances to Grove
    Holdings LLC (note 20)                       --          (850)           --             --             (850)
Net loss                                         --            --       (25,496)            --          (25,496)
Other comprehensive loss                         --            --            --        (14,947)         (14,947)
                                         ----------     ---------    -----------  -------------       ---------

           Balance, October 2, 1999              --       163,710       (49,477)        (9,665)         104,568

Contribution from Grove
    Holdings LLC (note 20)                       --           579            --             --              579
Net loss                                         --            --      (102,605)            --         (102,605)
Other comprehensive loss                         --            --            --        (14,253)         (14,253)
                                         ----------     ---------    -----------  -------------       ---------
           Balance, September 30, 2000   $       --     $ 164,289    $ (152,082)  $    (23,918)       $ (11,711)
                                         ==========     =========    ===========  =============       =========
</TABLE>

See accompanying notes to combined and consolidated financial statements.


                                      F-6
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

           Combined Statement of Cash Flows for the seven months ended
          April 28, 1998 and Consolidated Statements of Cash Flows for
                    the five months ended October 3, 1998 and
               years ended October 2, 1999 and September 30, 2000
                                 (in thousands)

<TABLE>
<CAPTION>
                                                       PREDECESSOR                  COMPANY
                                                       ----------   -------------------------------------
                                                        APRIL 28,   OCTOBER 3,     OCTOBER 2,  SEPTEMBER 30,
                                                          1998         1998         1999           2000
                                                       ----------   ----------     ----------  ----------
<S>                                                    <C>          <C>            <C>         <C>
Cash flows from operating activities:
   Net loss                                            $     (395)  $  (23,981)    $  (25,496) $ (102,605)
   Adjustments to reconcile to net loss to net cash
     provided by (used in) operating activities:
       Depreciation and amortization                       11,399        8,213         18,537      20,209
       Depreciation of equipment held for rent              5,501        7,400         14,921      15,998
       Amortization of deferred financing costs                --          722          1,872       1,909
       Goodwill impairment charge                              --           --             --      53,351
       Write-off of amount assigned to inventory
         in purchase accounting                                --       27,707             --          --
       (Gain) loss on sales of property, plant
         and equipment                                      6,256           --           (255)         31
       Deferred income tax expense (benefit)                2,358        1,249          2,680        (304)
       Changes in operating assets and liabilities:
         Trade receivables, net                            32,096       (6,790)       (16,951)     (3,383)
         Notes receivable                                  28,409       (3,607)           462      (1,457)
         Inventories                                       (8,828)      17,936          6,907       1,593
         Accounts payable and accrued expenses              7,542        2,489        (14,854)      8,749
         Other assets and liabilities, net                  8,759       25,962         12,863      (2,421)
                                                       ----------   ----------     ----------  ----------

         Net cash provided by (used in)
           operating activities                            93,097       57,300            686      (8,330)
                                                       ----------   ----------     ----------  ----------

Cash flows from investing activities:
   Additions to property, plant and equipment             (19,521)      (7,230)        (9,405)     (8,775)
   Investment in equipment held for rent                  (16,380)     (20,751)       (23,793)     (6,876)
   Acquisition of businesses from Hanson, PLC
    including transaction costs of $5,783 net of cash
    acquired of $9,241 and post-closing adjustment
    received of $27,300                                        --     (562,742)        10,500          --
   Other investing activities                               2,071        1,321          3,408          --
                                                       ----------   ----------     ----------  ----------
         Net cash used in investing activities            (33,830)    (589,402)       (19,290)    (15,651)
                                                       ----------   ----------     ----------  ----------

Cash flows from financing activities:
   Net proceeds from short-term borrowings                  6,821          941          4,139       1,801
   Proceeds from issuance of long-term debt                    --      450,200         10,000      25,000
   Repayments of long-term debt                                --      (35,200)       (12,000)     (2,000)
   Equity investment from Grove Holdings LLC                   --      168,209             --          --
   Change in amount advanced to Grove Holdings LLC             --       (3,649)          (850)        579
   Deferred financing costs                                    --      (14,453)            --          --
   Other financing activities                             (62,087)          --         (1,366)       (322)
                                                       ----------   ----------     ----------  ----------
         Net cash provided by (used in)
           financing activities                           (55,266)     566,048            (77)     25,058
                                                       ----------   ----------     ----------  ----------
Effect of exchange rate changes on cash                       217          343           (110)       (473)
                                                       ----------   ----------     ----------  ----------

         Net change in cash and cash equivalents            4,218       34,289        (18,791)        604
Cash and cash equivalents, beginning of period              5,024           --         34,289      15,498
                                                       ----------   ----------     ----------  ----------
Cash and cash equivalents, end of period               $    9,242   $   34,289     $   15,498  $   16,102
                                                       ==========   ==========     ==========  ==========
</TABLE>

See accompanying notes to combined and consolidated financial statements.

                                      F-7
<PAGE>

                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


(1)  ORGANIZATION, DESCRIPTION OF BUSINESS, AND BASIS OF PRESENTATION

     Grove Worldwide LLC (the "Company") is primarily engaged in the design,
     production, sale, and after-sale support of mobile hydraulic cranes, aerial
     work platforms and truck-mounted cranes. The Company's domestic
     manufacturing plants and related facilities are located in Shady Grove and
     Chambersburg, Pennsylvania and Waverly, Nebraska. The Company's foreign
     facilities are located in Sunderland, United Kingdom; Wilhelmshaven and
     Langenfeld, Germany; and Tonneins and Cergy, France. The majority of the
     Company's sales are to independent distributors, rental companies, and end
     users which serve the heavy industrial and construction industries in the
     United States and Europe.

     The Company is a sole member limited liability company formed in December
     1997 pursuant to the provisions of the Delaware Limited Liability Company
     Act. The Company had no substantive operations prior to its initial
     capitalization and the acquisition of The Grove Companies (as defined
     below) on April 28, 1998 (see note 3). Grove Holdings LLC ("Holdings") is
     the sole member of the Company. All earnings of the Company are available
     for distribution to Holdings subject to restrictions contained in the
     Company's debt agreements (see note 11). Holdings is a sole member limited
     liability company that is owned by Grove Investors LLC ("Investors").

     The consolidated financial statements include the accounts of the Company
     and its wholly owned subsidiaries. All significant intercompany balances
     and transactions have been eliminated in consolidation.

     Combined financial statements for the seven month period ended April 28,
     1998 consist of the combined operations and substantially all of the
     assets and liabilities of Kidde Industries, Inc. and the following legal
     entities:  Grove Europe Ltd., Crane Holdings, Inc., Delta Manlift SAS,
     Grove France SAS, Deutsche Grove GmbH, and Grove Manlift Pty. Ltd.
     (together "The Grove Companies" or "Predecessor"). All of the Grove
     Companies were either directly or indirectly owned by Hanson PLC, a
     United Kingdom company.


(2)  LIQUIDITY

     During the years ended October 2, 1999 and September 30, 2000, the Company
     incurred significant operating losses that would have resulted in
     non-compliance with certain financial covenants included in the Company's
     Bank Credit Facility (see note 11). The Company has obtained waivers of
     these financial covenant defaults as well as certain covenant modifications
     to help position the Company for future compliance. Nevertheless, future
     compliance will depend upon achieving significantly improved operating
     results during fiscal 2001 and beyond. Furthermore, modifications to the
     Bank Credit Facility place significant restrictions on the amount of
     borrowings available to the Company for working capital purposes,
     particularly during the period through April 30, 2001, a period during
     which the Company's need is projected to be the greatest (see note 11).



                                      F-8
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

              Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     Management has undertaken a number of initiatives to help improve operating
     results and cash flows including (i) reduction in Manlift operations, (ii)
     sale of Delta Manlift operations in France, (iii) restructuring of Shady
     Grove, Pennsylvania manufacturing operations by improving product flow and
     (iv) reducing the number of sales, marketing, engineering and
     administrative employees, principally in Shady Grove and the UK.

     Management believes the initiatives undertaken will enable the Company to
     maintain compliance with bank financial covenants as well as provide
     sufficient cash flow to meet the Company's obligations as they become due.
     However, if the initiatives are not successful or if there are unforeseen
     increases in working capital needs, the Company may be unable to meet bank
     covenants and/or to generate sufficient cash flows from operations. In such
     case, the Company will be required to obtain additional covenant
     modifications and additional sources of funding. There is no assurance that
     such covenant modifications or funding, if needed, will be available.


(3)  ACQUISITION

     On April 29, 1998, the Company acquired (the "Acquisition") from Hanson PLC
     ("Hanson") and certain of its subsidiaries, substantially all of the assets
     of Hanson's U.S. mobile hydraulic crane and aerial work platform
     operations, the capital stock of Hanson's U.S. truck-mounted crane
     operation and the capital stock of Hanson's British, French, German, and
     Australian crane and aerial work platform subsidiaries for an aggregate
     purchase price of $583,000. The purchase price was subject to a post
     closing adjustment for which the Company received $16,800 during fiscal
     1998 and an additional $10,500 in November 1998. The Acquisition was
     accounted for as a purchase. Funds required by the Company to consummate
     the Acquisition, including the payment of related fees and expenses, were
     as follows:


<TABLE>

<S>                                                                  <C>
Sources:
     Issuance of the Senior Subordinated Notes                         $   225,000
     Borrowings under Revolving Credit Facility                             10,106
     Borrowings under Term Loan Facility                                   200,000
     Equity investment by Holdings                                         168,209
                                                                       ------------
                                                                       $   603,315
                                                                       ============

Uses:
     Acquisition price                                                 $   583,000
     Transaction costs                                                       5,783
                                                                       ------------
               Aggregate purchase price                                    588,783

     Debt financing costs                                                   14,532
                                                                       ------------
                                                                       $   603,315
                                                                       ============
</TABLE>


                                      F-9
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     Proceeds from the equity investment by Holdings of $168,209 were
     generated by Holdings through the issuance of 100% of its equity to
     Investors in exchange for $120,000, and net proceeds of $48,209 from its
     issuance of $88,000 of 11-5/8% Senior Discount Debentures due May 2009.
     Such debentures have no cash interest requirement prior to November,
     2003. On May 1, 2003, the debentures will have accreted to $88,000 and
     will require semi-annual payments of interest based on a per annum rate
     of 11 5/8%. The cash interest payments are expected to be generated by
     distributions from the Company. The equity investment by Investors in
     Holdings of $120,000 was generated by Investors through issuance of its
     equity to its members for $75,000, and net proceeds of $45,000 from its
     issuance of $47,375 of 14 1/2% Senior Debentures. Such debentures have no
     cash interest requirement prior to their maturity on May 1, 2010.

(4)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) CASH AND CASH EQUIVALENTS

         The Company defines cash equivalents as highly liquid investments with
         initial maturities of three months or less.

     (b) TRADE RECEIVABLES AND NOTES RECEIVABLE

         Trade receivables are net of allowance for doubtful accounts of $3,095
         and $5,057 as of October 2, 1999 and September 30, 2000, respectively.

         Notes receivable relate to sales of new equipment to North American
         customers on terms of up to one year. Payment of interest and
         principal are due at the maturity of the note unless the dealer sells
         the equipment prior to maturity in which case the notes must be repaid
         immediately along with any interest accrued thereon.

     (c) INVENTORIES

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



                                      F-10                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     (d) PROPERTY, PLANT AND EQUIPMENT

         Property, plant, and equipment are stated at cost. Maintenance and
         repairs are charged to operations when incurred, while expenditures
         having the effect of extending the useful life of an asset are
         capitalized. Depreciation is computed primarily using the straight-line
         method. The useful lives by asset category are as follows:

<TABLE>
<S>                                                          <C>
              Land improvements                              3-20 years
              Buildings and improvements                     10-30 years
              Machinery and equipment                        3-12 years
              Equipment held for rent                        Lease term
              Furniture and fixtures                         3-10 years
</TABLE>


     (e) GOODWILL

         The excess of the purchase price of the Company and its subsidiaries
         over the fair value of the net assets acquired was recorded as
         goodwill. Amortization expense is recorded on the straight-line method
         over 40 years. The Company assesses the recovery of goodwill by
         determining whether amortization of the goodwill over its remaining
         life can be recovered through undiscounted cash flows of the acquired
         operations. Goodwill impairment, if any, is measured by determining the
         amount by which the carrying value of the goodwill exceeds its fair
         value based upon discounting of future cash flows.

     (f) IMPAIRMENT OF LONG-LIVED ASSETS

         The Company reviews long-lived assets and certain identifiable
         intangibles for impairment whenever events or changes in circumstances
         indicate that the carrying amount of an asset may not be recoverable.
         Recoverability of assets to be held and used is measured by a
         comparison of the carrying amount of an asset to future undiscounted
         net cash flows expected to be generated by the asset. If such assets
         are considered to be impaired, the impairment to be recognized is
         measured by the amount by which the carrying amount of assets exceed
         the fair value of the assets. Assets to be disposed of are reported at
         the lower of the carrying amount or net realizable value.

     (g) REVENUE RECOGNITION

         Revenue is generally recognized as title transfers, usually as products
         are shipped to customers. However, for certain transactions, the
         Company provides guarantees of the residual value of the equipment to
         third party leasing companies. Such guarantees generally, given for
         periods of up to five years, take the form of end-of-term residual
         value guarantees or reducing residual value guarantees that decline
         with the passage of time. The Company records these transactions in
         accordance with the lease principles established by Statement of
         Financial Accounting Standards (SFAS) No. 13. If the transaction
         qualifies as an operating lease, the Company records deferred


                                      F-11                          (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


         revenue for the amount of the net proceeds received upon the
         equipment's initial transfer to the customer. The liability is then
         subsequently reduced on a pro rata basis over the period to the first
         exercise date of the guarantee, to the amount of the guaranteed
         residual value at that date, with corresponding credits to revenue in
         the Company's statement of operations. Any further reduction in the
         guaranteed residual value resulting from the purchaser's decision to
         continue to use the equipment is recognized in a similar manner.
         Depreciation of equipment held for rent is recognized in a similar
         manner over the term of the lease agreement. As of October 2, 1999 and
         September 30, 2000, the amount of deferred revenue relating to
         transactions involving residual value guarantees, which is classified
         as deferred revenue or other current liabilities, was $89,250 and
         $49,739, respectively.

     (h) PRODUCT WARRANTIES

         Product warranty expenses are provided for estimated normal warranty
         costs at the time of sale. Additional warranty expense is provided for
         specific performance issues when identified. Specific performance
         issues relate to situations in which the Company issues a part
         replacement notice for models that are experiencing a particular
         problem.

     (i) FOREIGN CURRENCY TRANSLATION

         The financial statements of subsidiaries located outside the United
         States are measured using the local currency as the functional
         currency. Assets, including goodwill, and liabilities are translated at
         the rates of exchange at the balance sheet date. The resulting
         translation gains and losses are included as a separate component of
         member's equity. Income and expense items are translated at average
         monthly rates of exchange. Gains and losses from foreign currency
         transactions of these subsidiaries are included in net income.
         Aggregate gains (losses) on foreign currency transactions are not
         material for the seven months ended April 28, 1998, the five months
         ended October 3, 1998 and the year ended October 2, 1999. For the year
         ended September 30, 2000, the Company had aggregate losses on foreign
         currency transactions of $2,256.

     (j) RESEARCH AND DEVELOPMENT

         Research and development expenditures are charged to operations as
         incurred. Research and development costs were $8,242, $5,878, $12,371
         and $10,749 for the seven months ended April 28, 1998, the five months
         ended October 3, 1998 and years ended October 2, 1999 and September 30,
         2000, respectively, and are included as part of selling, engineering,
         general and administrative expenses.


                                      F-12                           (Continued)
<PAGE>



                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     (k) ADVERTISING

         All costs associated with advertising and promoting products are
         expensed when incurred. Advertising expense amounted to $2,324, $1,568,
         $2,289 and $2,893 for the seven months ended April 28, 1998, the five
         months ended October 3, 1998 and years ended October 2, 1999 and
         September 30, 2000, respectively.

     (l) STOCK-BASED COMPENSATION

         The Company has elected to follow Accounting Principles Board Opinion
         No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related
         interpretations in accounting for its stock-based employee compensation
         arrangements.

     (m) FAIR VALUE OF FINANCIAL INSTRUMENTS

         The fair value of a financial instrument represents the amount at which
         the instrument could be exchanged in a current transaction between
         willing parties, other than a forced sale or liquidation. Significant
         differences can arise between the fair value and carrying amount of
         financial instruments that are recognized at historical cost amounts.

         The following methods and assumptions were used by the Company in
         estimating fair value disclosures for financial instruments:

            Cash, trade receivables, notes receivable, trade accounts payable
            and short-term borrowings: The amounts reported in the consolidated
            balance sheets approximate fair value.

            Foreign currency contracts: The fair value of forward exchange
            contracts is estimated using prices established by financial
            institutions for comparable instruments (see note 18).

            Long-term debt: For bank borrowings, the amount reported in the
            consolidated balance sheet approximates fair value. The fair value
            of the Senior Subordinated Notes is based on quoted market prices
            (see note 11).

     (n) ADOPTION OF NEW ACCOUNTING STANDARD

         In 2000, the FASB issued EITF 00-10, ACCOUNTING FOR SHIPPING AND
         HANDLING FEES AND COSTS. In accordance with the consensus, net sales
         amounts have been restated to exclude freight costs, which
         historically had been netted with freight revenues. The impact of the
         restatement was to increase net sales and cost of goods sold by
         $10,055, $7,229, $12,555 and $13,719 for the seven months ended
         April 28, 1998, five months ended October 3, 1998 and years ended
         October 2, 1999 and September 30, 2000, respectively.


                                      F-13                           (Continued)
<PAGE>

                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     (o) USE OF ESTIMATES

         Management of the Company has made a number of estimates and
         assumptions relating to the reporting of assets and liabilities and
         disclosure of contingent assets and liabilities at the date of the
         consolidated financial statements and the reported amounts of revenues
         and expenses during the reporting period to prepare these consolidated
         financial statements in conformity with accounting principles generally
         accepted in the United States of America. Actual results could differ
         significantly from those estimates.

     (p) RECLASSIFICATIONS

         Certain amounts for fiscal 1999 have been reclassified to conform to
         the presentation for fiscal 2000.


(5)  ACCOUNTS AND NOTES RECEIVABLE

     Trade receivables subject the Company to concentration of credit risk,
     because they are concentrated in distributors and rental companies that
     serve the heavy industrial and construction industries, which are subject
     to business cycle variations. For the seven months ended April 28, 1998 and
     the five months ended October 3, 1998, approximately 23% and 24%,
     respectively, of revenues were generated from five major customers, with no
     one customer accounting for more than 10% of net sales. For the years ended
     October 2, 1999 and September 30, 2000, approximately 20% and 17% of
     revenues were generated from five major customers with no one customer
     accounting for more than 10% of net sales. Approximately 20% and 17% of the
     outstanding trade and notes receivable balance as of October 2, 1999 and
     September 30, 2000 were due from these customers, respectively.

     The Company generally offers terms of up to 30 days to its customers and
     generally obtains a security interest in the underlying machinery sold. In
     addition, the Company offers a special financing program primarily to its
     U.S. customers which provides credit terms of periods up to one year in
     exchange for an interest-bearing note. The Company generally retains a
     security interest in the machinery sold.

     The Company has agreements with three major international banks to sell up
     to $135,000 of notes receivable obtained under the special financing
     program, subject to certain conditions. The bank purchases the notes
     receivable at face value on a 90% non-recourse basis. However, the
     Company's Bank Credit Facility limits the aggregate sold amount of
     receivables outstanding under the arrangements to $110.0 million at all
     times. The agreements provide that the Company purchase credit insurance on
     behalf of the bank to insure the 90% risk assumed by the bank. The Company
     retains 10% of the credit risk on a first loss basis. The Company is
     responsible for administrative and collection activities. The cost of
     administrative and collection activities is immaterial. Cash collections on
     the


                                      F-14                           (Continued)
<PAGE>



                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     notes are deposited directly into an account for the benefit of the major
     international banks. Amounts held by the Company at October 2, 1999 and
     September 30, 2000 are shown as restricted cash in the accompanying
     consolidated balance sheet. The bank has the power to sell or pledge the
     notes receivable purchased at any time and the Company has no rights or
     obligation to repurchase of the notes receivable.

     Notes receivable sold under this arrangement meet the criteria for sale
     under SFAS No. 125 and, accordingly, are removed from the Company's balance
     sheet upon sale. At September 30, 2000, the Company had credit risk of
     $8,005 with respect to notes receivable that had been sold under the
     arrangement.


(6)  INVENTORIES

     Inventories consist of the following as of October 2, 1999 and September
     30, 2000:

<TABLE>
<CAPTION>
                                                   1999           2000
                                              -------------    -------------

<S>                                         <C>              <C>
Raw materials and supplies                   $      61,340    $      60,367
Work in process                                     79,232           51,524
Finished goods                                      52,551           63,290
                                              -------------    -------------
                                             $     193,123    $     175,181
                                              =============    =============
</TABLE>

     In connection with the Acquisition, the Company assigned $27,700 of the
     purchase price to work in process and finished goods inventories in excess
     of their historical carrying value. Such amounts were charged to costs of
     goods sold in the five month period ended October 3, 1998.

     During the year ended September 30, 2000, management of the Company made
     the decision to reduce the number of aerial work platform models
     manufactured. The decision together with further rationalization of the
     Company U.S. crane products resulted in inventory write-downs of $12,500,
     which are included in cost of goods sold.


                                      F-15                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


(7)  PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consist of the following as of October 2,
     1999 and September 30, 2000:

<TABLE>
<CAPTION>
                                                            1999             2000
                                                        -------------    -------------
<S>                                                   <C>              <C>
Land and improvements                                 $        5,989   $        5,921
Buildings and improvements                                    68,690           68,586
Machinery and equipment                                       42,799           44,856
Equipment held for rent                                      105,099           55,258
Furniture and fixtures                                        30,149           30,236
Construction in progress                                         470            3,271
                                                        -------------    -------------
                                                             253,196          208,128

Less accumulated depreciation and amortization                39,465           39,432
                                                        -------------    -------------
                                                      $      213,731   $      168,696
                                                        =============    =============
</TABLE>



     Depreciation expense (including depreciation expense on equipment held for
     rent) for the seven months ended April 28, 1998, the five months ended
     October 3, 1998 and years ended October 2, 1999 and September 30, 2000 was
     $11,685, $12,522, $26,578 and $29,178, respectively.


(8)  GOODWILL

     Goodwill consists of the following as of October 2, 1999 and September 30,
     2000:

<TABLE>
<CAPTION>
                                                 1999             2000
                                              -------------    -------------

<S>                                         <C>              <C>
Goodwill                                    $      280,153   $      214,529
Less accumulated amortization                       10,597           14,668
                                              -------------    -------------
                                            $      269,556   $      199,861
                                              =============    =============
</TABLE>

     During the fourth quarter of fiscal 2000, management of the Company adopted
     a plan, approved by the Management Committee, to reduce the size of its
     Manlift operations. Under the plan, the Company plans to sell the Delta
     Manlift subsidiary in France (see note 22) and will discontinue all sales,
     marketing and production of 34 Manlift models elsewhere in the world
     including Shady Grove, PA on or about December 31, 2000. In connection with
     the decision to reduce Manlift operations, the Company recognized a
     goodwill impairment charge of $53,351.



                                      F-16                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

(9)  SHORT-TERM BORROWINGS

     The Company's German operation maintains a DM58,000 (approximately $28,000)
     credit facility available for discounting certain accounts receivable. As
     of October 2, 1999 and September 30, 2000, $19,108 and $20,967 were drawn
     against this facility. The interest rate charged on the outstanding
     borrowings was 3.75% and 7.20% at October 2, 1999 and September 30, 2000,
     respectively. This arrangement does not have a termination date and is
     reviewed periodically. No material commitment fees are required to be paid
     on the undrawn portion of the credit facility.


(10) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

     Accrued expenses and other current liabilities consist of the following as
     of October 2, 1999 and September 30, 2000:

<TABLE>
<CAPTION>
                                                                             1999            2000
                                                                         -------------   -------------
<S>                                                                    <C>                     <C>
Salaries, wages and benefits                                           $       23,023          15,174
Warranty                                                                       12,787          11,818
Deferred revenue associated with equipment held for rent, current              14,882          12,589
Interest                                                                        9,364           9,964
Sunderland, U.K. shut-down costs                                                  712              --
Other                                                                          24,178          33,697
                                                                         -------------   -------------
                                                                       $       84,946          83,242
                                                                         =============   =============
</TABLE>


(11) LONG-TERM DEBT

     Long-term debt consists of the following as of October 2, 1999 and
     September 30, 2000:

<TABLE>
<CAPTION>
                                                         1999             2000
                                                     -------------    -------------
<S>                                                <C>              <C>
Revolving credit facility                          $       10,000   $       35,000
Term loan facility                                        178,000          176,000
Senior subordinated notes                                 225,000          225,000
                                                     -------------    -------------
                                                          413,000          436,000

Less current maturities                                    12,000           37,000
                                                     -------------    -------------
                Long-term debt                     $      401,000   $      399,000
                                                     =============    =============
</TABLE>


                                      F-17                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     BANK CREDIT FACILITY -- The Company has a bank credit facility (the "Bank
     Credit Facility"), which consists of a $200,000 term loan facility ("Term
     Loan Facility") and a $66,250 revolving credit facility ("Revolving Credit
     Facility"). Subsequent to year end, in order to obtain modifications to
     certain financial covenants, the Company negotiated an amendment to the
     credit agreement which provides for (i) higher borrowing and facility fee
     rates, (ii) limitations on the amount of the revolving credit facility
     available for general operating purposes and (iii) a borrowing base. As
     amended, the Revolving Credit Facility enables the Company to obtain
     revolving credit loans for working capital and general corporate purposes
     of up to $66,250, subject to eligible amounts of receivables and inventory.
     Effective April 1, 2001, maximum borrowings under the Revolving Credit
     Facility will decline from $66,250 to $60,000. However, during a 14-day
     period ending April 16, 2001 and a 5-day period ending April 23, 2001
     borrowings under the Revolving Credit facility will be limited to $40,000
     and $35,000, respectively. A portion of the Revolving Credit Facility is
     available for borrowings by the Company in the Eurocurrency markets of
     British pounds sterling, German marks, French francs and certain other
     currencies. The Company also pays a 0.75% fee on the unused portion of the
     Bank Credit Facility. The Bank Credit Facility contains various covenants
     that restrict the Company from taking various actions and that require the
     Company to achieve and maintain certain financial ratios. In addition,
     the modified covenants require the Company to achieve certain earnings
     targets on a quarterly basis through fiscal 2001, including a
     requirement to achieve adjusted earnings before interest, taxes,
     depreciation and amortization, ("Adjusted EBITDA") as defined, of $20,000
     for the six months ended March 31, 2001. (see note 24)

     Without the covenant modifications, the Company would not have been in
     compliance with certain of the financial covenants required by the Bank
     Credit Facility at September 30, 2000. Management has undertaken a number
     of initiatives to improve the Company's operating results. In the event
     that results do not improve, the Company may need to seek further
     modifications to the covenants. There can be no assurance that the Company
     will obtain such modifications, if required.

     Furthermore, the credit agreement provides that at the Company's option,
     loans under the Bank Credit Facility bear interest (a) in the case of loans
     in U.S. dollars, at the highest of (x) 1/2 of 1% in excess of the Federal
     Funds Effective Rate (as defined in the Bank Credit Facility), (y) 1.0% in
     excess of a certificate of deposit rate and (z) the bank's prime rate, plus
     the applicable margin (as defined in the Bank Credit Facility), or (b) in
     the case of all loans, the relevant Eurocurrency Rate (as defined in the
     Bank Credit Facility) as determined by the Administrative Agent, plus the
     applicable margin. At September 30, 2000, borrowings of $35,000 were
     outstanding under the Revolving Credit Facility, bearing interest based on
     LIBOR plus an applicable margin of 3.0% (9.79% at September 30, 2000). The
     interest rate on borrowings under the Term Loan Facility at September 30,
     2000 was based on LIBOR plus an applicable margin of 3.5% (10.29% at
     September 30, 2000). Following amendment of the Bank Credit Facility, the
     applicable margin on Eurocurrency Rate borrowings will be 4%, except for
     borrowings under the Revolving Credit Facility above $60 million where the
     applicable margin will be 5% and the applicable margin on all other rate
     based borrowings will be 3%, except for borrowings under the Revolving
     Credit Facility above $60 million where the applicable margin will be 4%.
     The average interest rate on borrowings under the Revolving Credit and Term
     Loan Facilities were 7.71% and 9.71%, respectively, for the years ended
     October 2, 1999 and September 30, 2000.



                                      F-18                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     The Term Loan Facility has a term of eight years and must be repaid in
     semi-annual installments in October and April of each fiscal year in an
     aggregate amount of (i) $2,000 through fiscal 2004, (ii) $88,000 during
     fiscal 2005 and (iii) the balance during fiscal 2006. The Revolving Credit
     Facility expires in April 2005. In connection with the Amendment, if the
     amounts outstanding under the Revolving Credit Facility are not paid in
     full by September 30, 2001, the Company will be required to pay an exit fee
     of approximately $2.6 million upon final payment of amounts outstanding
     under the Revolving Credit Facility. The Company is required to make
     annual payments, in excess of the schedule principal payments, on the
     Term Loan Facility of up to 75% of the Company's "excess cash flow" as
     defined in the Bank Credit Facility. No payments were due with respect
     to this provision for the year ended September 30, 2000. In addition,
     the Bank Credit Facility requires mandatory prepayments upon the
     occurrence of certain events including the change of control of
     Holdings. At September 30, 2000, the Company had outstanding letters of
     credit of $5,300 and available borrowings under the Revolving Credit
     Facility, as amended, for general operating purposes of approximately
     $25,950.

     The obligations of the Company under the Bank Credit Facility are
     guaranteed by Holdings and each of the Company's domestic subsidiaries (the
     "Guarantors"). The obligations of the Company under the Bank Credit
     Facility are secured by a first priority lien (subject to permitted
     encumbrances) on substantially all of the Company's and each Guarantor's
     real, personal, and intellectual property and on the capital stock of the
     Company and all of the capital stock of the Company's domestic and certain
     of its foreign subsidiaries.

     SENIOR SUBORDINATED NOTES -- The Senior Subordinated Notes bear interest at
     a rate of 9 1/4% per annum payable semi-annually on May 1 and November 1 of
     each year. The Senior Subordinated Notes are general unsecured obligations
     of the Company and its co-issuer, Grove Capital, Inc., and are guaranteed
     by all of the Company's domestic subsidiaries (see note 23). The Senior
     Subordinated Notes are redeemable at the option of the Company, in whole or
     in part, at any time on or after, May 1, 2003, at a declining redemption
     price and mature on May 1, 2008.

     In addition, at any time prior to May 1, 2001, the Company may redeem up to
     35% of the originally issued aggregate principal amount of the Senior
     Subordinated Notes at 109.25% of the principal amount thereof, plus accrued
     and unpaid interest and liquidated damages, if any, with net proceeds of
     one or more public offerings of the Company's equity (or that of Investors
     or Holdings), provided at least 65% of the principal amount of the
     originally issued Senior Subordinated Notes remain outstanding. Upon the
     occurrence of a change of control, as defined in the Indenture governing
     the Senior Subordinated Notes (the "Indenture"), each holder of the Senior
     Subordinated Notes will have the right to require the Company to repurchase
     such holder's notes at an offer price in cash equal to 101% of the
     aggregate principal amount thereof plus accrued and unpaid interest and
     liquidated damages, if any, thereon to the date of purchase.


                                      F-19                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     The Indenture contains certain covenants that limit, among other things,
     the ability of the Company to (i) pay dividends, redeem capital stock or
     make certain other restricted payments, (ii) incur additional indebtedness
     or issue certain preferred equity interests, (iii) merge into or
     consolidate with certain other entities or sell all or substantially all of
     its assets, (iv) create liens on assets and (v) enter into certain
     transactions with affiliates or related persons.

     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 of Hanson's crane and aerial work platform subsidiaries in the
     U.K., Germany and France and for working capital requirements. 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.

     The estimated fair value of the Company's long-term debt at September 30,
     2000 was approximately $234,000.

     Aggregate annual scheduled maturities of long-term debt are as follows:
     $2,000 in 2001, $2,000 in 2002, $2,000 in 2003, $2,000 in 2004 and $88,000
     in 2005.

     INTEREST EXPENSE -- Interest income (expense), net consists of the
     following for the seven months ended April 28, 1998, the five months ended
     October 3, 1998 and yeas ended October 2, 1999 September 30, 2000.

<TABLE>
<CAPTION>
                                             PREDECESSOR                         COMPANY
                                             ------------      ---------------------------------------------
                                              APRIL 28,          OCTOBER 3,      OCTOBER 2,     SEPTEMBER 30,
                                                1998               1998            1999            2000
                                             ------------      -------------   -------------   -------------
<S>                                        <C>                <C>             <C>             <C>
Interest expense                           $       (263)      $     (17,410)  $     (38,711)  $     (48,401)
Interest expense paid to Hanson                  (2,174)                 --              --
Amortization of deferred financing
     costs                                           --                (722)         (1,872)         (1,909)
Interest income                                   3,485               2,216           4,563           6,607
                                             ------------      -------------   -------------   -------------
                                           $      1,048       $     (15,916)  $     (36,020)  $     (43,703)
                                             ============      =============   =============   =============
</TABLE>

     The Company paid interest of $7,503, $39,254 and $48,430 for the five
     months ended October 3, 1998 and for the years ended October 2, 1999 and
     September 30, 2000, respectively.



                                      F-20
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     The Company has entered into an interest rate agreement with a major
     commercial bank to collar the interest rate on approximately $100,000 of
     the Company's floating rate borrowings for the three years ended September
     2001. Under the agreement the Company will receive, on a $100,000 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 (see note 18).


(12) OTHER LIABILITIES

     Other liabilities consist of the following as of October 2, 1999 and
     September 30, 2000:

<TABLE>
<CAPTION>
                                                                   1999         2000
                                                                 ----------   ----------
<S>                                                            <C>           <C>
Accrued liability for defined benefit pension plans            $    31,198   $   18,096
Accrued liability for postretirement benefit plan                   31,696       33,023
Product liability                                                   18,000       22,513
Other                                                                9,247       11,233
                                                                 ----------   ----------
                                                               $    90,141   $   84,865
                                                                 ==========   ==========
</TABLE>

(13) EMPLOYEE BENEFIT PLANS

     The Company sponsors defined benefit pension plans which cover
     substantially all of its U.S. employees. Plans covering salaried employees
     provide pension benefits that are based on the participant's final average
     salary and credited service. Plans covering hourly employees provide
     benefits based on the participant's career earnings and service with the
     Company. The Company's funding policy for all plans is to make the minimum
     annual contributions required by applicable regulations, plus such
     additional amounts as the Company may determine to be appropriate from time
     to time.

     In addition to providing pension benefits, the Company provides certain
     health care and prescription drug benefits to certain retirees.
     Substantially all of the Company's domestic eligible employees may qualify
     for benefits if they reach normal retirement age while working for the
     Company. The Company funds benefits on a pay-as-you-go basis, while
     retirees pay monthly premiums. These benefits are subject to deductibles,
     co-payment provisions and other limitations.



                                      F-21                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     The following tables provide reconciliations of the changes in benefit
     obligations and plan assets for the years ended October 2, 1999 and
     September 30, 2000 and the funded status of the plans as of October 2, 1999
     and September 30, 2000.


<TABLE>
<CAPTION>
                                                                                        POST-RETIREMENT
                                                          PENSION BENEFITS                   BENEFITS
                                                     --------------------------    ---------------------------
                                                     OCTOBER 2,     SEPTEMBER 30,  OCTOBER 2,     SEPTEMBER 30,
                                                        1999           2000           1999            2000
                                                     -----------    -----------    -----------     -----------
<S>                                                 <C>              <C>             <C>            <C>
Change in benefit obligation:
     Benefit obligation at beginning of period       $    61,811    $    56,358    $    28,367     $    28,013
     Service cost                                          3,239          2,893          1,317             847
     Interest                                              4,191          4,294          1,820           1,572
     Special termination benefits                          1,347             71          1,002             827
     Participant contributions                                --             --             --             644
     Amendments                                              204          1,452             --              --
     Actuarial (gain) loss                                (9,811)        (5,018)        (3,757)         (8,557)
     Curtailment gain                                     (3,308)             --            --              --
     Benefits paid                                        (1,315)        (1,146)          (736)         (1,770)
                                                     ------------   ------------  -------------   -------------

                Benefit obligation at
                    end of period                    $    56,358    $    58,904    $     28,013    $     21,576
                                                     ============   ============  =============   =============

Change in plan assets:
     Fair value of plan assets at beginning
         of period                                   $    44,438    $    52,684    $        --     $        --
     Actual return on plan assets                          5,374          7,896             --              --
     Company contributions                                 4,187          4,934            736           1,126
     Participant contributions                                --             --             --             644
     Benefits paid                                        (1,315)        (1,146)          (736)         (1,770)
                                                     ------------   ------------  -------------   -------------

                Fair value of plan assets at
                    end of period                    $    52,684    $    64,368    $        --     $        --
                                                     ============   ============  =============   =============

Funded status                                        $    (3,674)   $     5,464    $   (28,013)    $   (21,576)
Unrecognized actuarial gain (loss)                        (6,605)       (14,153)        (3,683)        (11,447)
Unrecognized prior service cost                              204          1,482             --              --
                                                     ------------   ------------  -------------   -------------
                Net amount recognized                $   (10,075)   $    (7,207)   $   (31,696)    $   (33,023)
                                                     ============   ============  =============   =============

Amounts recognized in consolidated
  balance sheets consists of:
         Accrued benefit liability                   $   (10,075)   $    (7,207)   $   (31,696)    $   (33,023)
         Accumulated other comprehensive
            income                                            --             --             --              --
                                                     ------------   ------------  -------------   -------------
                Net amount recognized                $   (10,075)   $    (7,207)   $   (31,696)    $   (33,023)
                                                     ============   ============  =============   =============
Weighted average assumptions at balance
  sheet date:
         Discount rates                                    7.50%          8.00%          7.50%           8.00%
         Rate of return on assets                         10.00%         10.00%             --              --
         Rate of compensations increases                   4.25%          4.25%             --              --
</TABLE>


                                      F-22                           (Continued)
<PAGE>



                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     The assumed health care cost trend rate used in measuring the accumulated
     post retirement benefit obligation for 1999 was 7.5% decreasing gradually
     over 18 years to an ultimate trend rate of 5.0%. The assumed health care
     cost trend rate used in measuring the accumulated post retirement benefit
     obligation for 2000 was 8.25% decreasing gradually over 18 years to an
     ultimate trend rate of 5.0%. A one percentage point increase in the assumed
     health care cost rate for each year would increase the accumulated
     postretirement benefit obligation by approximately 13% as of September 30,
     2000 and the net postretirement benefit costs by approximately 14% for the
     year ended September 30, 2000. A one percentage point decrease in the
     assumed health care cost rate for each year would decrease the accumulated
     postretirement benefit obligation by approximately 11% as of September 30,
     2000 and the net postretirement benefit costs by approximately 12% for the
     year ended September 30, 2000.

     The components of the net periodic benefits costs for all U.S. defined
     benefit plans for the seven months ended April 28, 1998, for the five
     months ended October 3, 1998 and the years ended October 2, 1999 and
     September 30, 2000 are summarized below:


<TABLE>
<CAPTION>
                              PENSION BENEFITS                                   POSTRETIREMENT BENEFITS
                  ----------------------------------------------   -------------------------------------------------
                  PREDECESSOR               COMPANY                 PREDECESSOR                COMPANY
                  ----------------------------------------------   -------------------------------------------------

                   APR. 28     OCT. 3,    OCT. 2,     SEPT. 30,    APR. 28,    OCT. 3,     OCT. 2,       SEPT. 30,
                    1998        1998       1999         2000         1998       1998        1999           2000
                  ---------   --------   --------    ----------    ---------  ---------  -----------    ----------

<S>             <C>          <C>        <C>          <C>           <C>         <C>        <C>            <C>
Service costs   $    1,542   $  1,322   $  3,239     $  2,893      $    622    $   511    $   1,317      $    847
Interest costs       2,163      1,621      4,191        4,294         1,096        725        1,820         1,572
Gain on plan
    curtailment         --         --     (3,308)          --            --         --           --            --
Special termination
    benefits            --         --      1,347           --            --         --        1,002           827
Expected return on
    plan assets     (1,898)    (1,528)    (4,469)      (5,379)           --         --           --            --
Net amortization
    and deferral       465         --         --           99            74         --           --          (443)
                  ---------   --------   --------    ---------     ---------  ---------  -----------    ----------
                 $   2,272    $ 1,415   $  1,000      $ 1,907      $  1,792    $ 1,236    $   4,139     $   2,803
                  =========   ========   ========    =========     =========  =========  ===========    ==========
</TABLE>


     During the year ended October 2, 1999, in an effort to reduce operating
     costs at its Shady Grove Facility, the Company involuntarily terminated or
     offered special one-time early retirement benefits to approximately 220
     employees. These actions, together with other voluntary terminations,
     resulted in a curtailment gain of $3,300 which was recognized in net
     periodic pension costs for the year ended October 2, 1999. Special early
     retirement benefits resulted in net periodic benefit costs of $2,300 and
     $827 for the years ended October 2, 1999 and September 30, 2000,
     respectively.



                                      F-23                           (Continued)
<PAGE>



                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     The Company also sponsors defined benefit pension plans which cover
     substantially all of its foreign employees. The following tables provide
     reconciliations of the changes in benefit obligations and plan assets for
     the years ended October 2, 1999 and September 30, 2000 and the funded
     status of the plans as of October 2, 1999 and September 30, 2000.

<TABLE>
<CAPTION>

                                                                              OCTOBER 2,          SEPTEMBER 30,
                                                                                 1999                2000
                                                                             -------------        ------------
<S>                                                                        <C>                  <C>
Change in benefit obligation:
     Benefit obligation at beginning of period                             $       36,402       $      49,166
     Service cost                                                                   1,759               1,097
     Interest                                                                       2,315               2,475
     Actuarial (gain) loss                                                          7,959              (7,450)
     Benefits paid                                                                 (1,271)             (2,179)
     Impact of translation of foreign currency                                      2,002              (5,587)
                                                                             -------------        ------------
                Benefit obligation at end of period                        $       49,166        $     37,522
                                                                             =============        ============

Change in plan assets:
     Fair value of plan assets at beginning of period                      $       22,160        $     28,043
     Actual return on plan assets                                                   2,368               1,852
     Company contributions                                                          5,272               2,275
     Benefits paid                                                                 (1,271)             (2,179)
     Impact of translation of foreign currency                                       (486)             (3,358)
                                                                             -------------        ------------
                Fair value of plan assets at end of period                 $       28,043        $     26,633
                                                                             =============        ============

Funded status                                                              $      (21,123)       $    (10,889)
Unrecognized actuarial loss                                                         7,968                 260
                                                                             -------------        ------------
                Net amount recognized                                      $      (13,155)       $    (10,629)
                                                                             =============        ============

Amounts recognized in consolidated statements
   balance sheets consists of:
         Accrued benefit liability                                         $      (21,123)       $    (10,889)
         Accumulated other comprehensive income                                     7,968                 260
                                                                             -------------        ------------
                Net amount recognized                                      $      (13,155)       $    (10,629)
                                                                             =============        ============

Weighted average assumptions at balance sheet date:
         Discount rates                                                     5.00% to 6.50%      6.00% to 6.50%
         Rate of return on assets                                                    6.00%               7.00%
         Rate of compensation increases                                     2.25% to 3.75%      2.50% to 3.75%
</TABLE>


                                      F-24                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     The components of the net periodic pension costs for all foreign defined
     benefit plans for the seven months ended April 28, 1998, for the five
     months ended October 3, 1998 and years ended October 2, 1999 and September
     30, 2000 are summarized below:


<TABLE>
<CAPTION>
                                              PREDECESSOR                           COMPANY
                                            -----------------  -----------------------------------------------------
                                              APRIL 28,         OCTOBER 3,        OCTOBER 2,        SEPTEMBER 30,
                                                1998               1998              1999              2000
                                            --------------     --------------    --------------    --------------
<S>                                       <C>                 <C>               <C>               <C>
Service cost                               $        1,169     $          927    $        1,759    $        1,040
Interest cost                                       1,289                933             2,280             2,332
Actual return on assets                              (904)              (667)           (2,182)           (1,735)
Net amortization and deferral                         536                 --             1,626                --
                                            --------------     --------------    --------------    --------------
                                           $        2,090     $        1,193    $        3,483    $        1,637
                                            ==============     ==============    ==============    ==============
</TABLE>


     Assets of domestic and foreign defined benefit plans consist principally of
     investments in equity securities, debt securities, and cash equivalents.

     The Company also has a defined contribution plan covering substantially all
     of its U.S. employees. Eligible employees may contribute a portion of their
     base compensation to the plan and their contributions are matched by the
     Company at rates specified in the Plan documents. Contributions by the
     Company for the seven months ended April 28, 1998, the five months ended
     October 3, 1998 and years ended October 2, 1999 and September 30, 2000 were
     approximately $1,169, $835, $1,708 and $1,496, respectively.


(14) MANAGEMENT OPTION AND SHARE APPRECIATION PLANS

     Investors has a management option plan whereby the Investor Management
     Committee can grant options to purchase equity units of Investors to key
     employees and management committee members of the Company at fair value.
     The options generally vest over a five-year period only upon the
     achievement of certain earnings targets.. During the five months ended
     October 3, 1998 and the years ended October 2, 1999 and September 30, 2000,
     Investors granted options to employees and management committee members to
     purchase 2,700, 1,237.5 and 1,565 Class A units of Investors. Options
     granted in 1998 and 1999 had an exercise price or 1,000 dollars. Options
     granted in 2000 had an exercise price of 500 dollars. Options generally
     expire ten years from the date of grant. During the year ended September
     30, 2000 options totaling 2,025 were forfeited. At September 30, 2000
     options totaling 1,912.5, with an exercise price of 1,000 dollars, and
     options totaling 1,565, with an exercise price of 500 dollars, were
     outstanding. No options are currently vested. Assuming an option life of
     six years, a risk free rate of 5.5% and no dividend or volatility rates,
     the estimated fair value of the options would not exceed 275 dollars for
     options granted in 1998 and 1999 and 140 dollars for options granted in
     2000. Had the Company accounted for options in accordance with the
     provisions of SFAS No. 123, compensation expense with respect to options
     granted during the five months ended October 3, 1998 and the years ended
     October 2, 1999 and September 30, 2000 would have been immaterial.


                                      F-25                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     During fiscal 1999, Investors adopted a Phantom Share Appreciation Rights
     (PSAR) Plan for the purpose of (i) attracting and retaining exceptional
     employees and (ii) enabling such individuals to participate in the
     long-term growth of the Company. Under this plan, key employees are granted
     equity appreciation rights (PSAR). Upon the occurrence of a "realization
     event", generally a change of control, as defined, the holder of the PSAR
     is paid an amount equal to the fair value of the PSAR over its initial
     grant price, plus the cumulative dividends paid by the Company since the
     date of grant. Rights cannot be assigned, sold or transferred and generally
     vest over a five-year period assuming achievement of certain earnings
     targets. Rights vest immediately if a realization event occurs. If the
     employee is terminated due to death, disability, or without cause, the
     vested portion of the PSAR remains effective and the non-vested portion is
     canceled. If the employee is terminated for any other reason, the entire
     PSAR is canceled. The committee that administers the plan has the right to
     equitably adjust the number of shares, grant price or make cash payments if
     it determines that some event has affected the value of the PSAR's to the
     employees. The committee is currently authorized to grant up to 22,000
     rights which is the equivalent of approximately a 1% equity interest in
     Investors as a realization event. The plan expires after ten years unless
     specifically amended.

     During the years ended October 2, 1999 and September 30, 2000, the
     Company granted 15,640 and 2,403 rights, respectively, with an exercise
     price of 37.5 dollars per right (except for 1,333 rights which have an
     exercise price of zero). During the year ended September 30, 2000 rights
     totaling 2,334 were forfeited. Since inception of the plan the Company
     has not achieved earnings targets, however, in 1999 the committee
     authorized vesting of 20% of the then outstanding rights. At September
     30, 2000, rights totaling 15,709 were outstanding of which 4,998 rights,
     with an exercise price of 37.5 dollars, were vested. The Company has not
     recognized any compensation expense with respect to the vesting since
     the estimated fair value of the underlying equity interest is less than
     the exercise price.

(15) 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 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 years ended October 2, 1999 and September 30, 2000.

     The provision for income taxes following the Acquisition, will be limited
     to foreign taxes with respect to earnings of the Company's foreign
     subsidiaries and U.S. state and local taxes with respect to the earnings of
     the Company's truck-mounted crane business.



                                      F-26                           (Continued)
<PAGE>



                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     For periods prior to the Acquisition, each of the Grove Companies filed
     their own income tax returns or were part of a consolidated group return
     with other Hanson entities. Income tax expense for such periods was
     determined as if the Grove Companies were a stand-alone entity. In
     connection with the Acquisition, Hanson has indemnified the Company with
     respect to certain tax obligations arising from activities occurring prior
     to the Acquisition.

     Domestic and foreign income (loss) before income taxes were as follows for
     the seven months ended April 28, 1998, for the five months ended October 3,
     1998 and years ended October 2, 1999 and September 30, 2000:

<TABLE>
<CAPTION>
                                           PREDECESSOR                         COMPANY
                                         -----------------   ------------------------------------------------
                                           APRIL 28,          OCTOBER 3,      OCTOBER 2,      SEPTEMBER 30,
                                             1998               1998            1999              2000
                                         --------------      ------------   --------------    --------------

<S>                                   <C>                 <C>             <C>               <C>
United States                         $         30,446    $      (6,460)  $      (19,435)   $     (100,206)
Other countries                                (19,100)         (13,184)            (526)            3,554
                                         --------------      ------------   --------------    --------------
                                      $         11,346    $     (19,644)  $      (19,961)   $      (96,652)
                                         ==============      ============   ==============    ==============
</TABLE>

     The provision (benefit) for income taxes consisted of the following for the
     for the seven months ended April 28, 1998, for the five months ended
     October 3, 1998 and years ended October 2, 1999 and September 30, 2000:

<TABLE>
<CAPTION>
                                         PREDECESSOR                           COMPANY
                                       --------------     -----------------------------------------------------
                                         APRIL 28,           OCTOBER 3,        OCTOBER 2,      SEPTEMBER 30,
                                           1998                1998              1999              2000
                                       --------------     --------------    --------------    --------------
<S>                                  <C>                <C>               <C>               <C>
Current:
     United States, state
         and local                   $         9,383    $         2,958   $         1,110   $         2,064
     Other countries                               -                130             1,745             4,495
                                       --------------     --------------    --------------    --------------
                                               9,383              3,088             2,855             6,559
                                       --------------     --------------    --------------    --------------

Deferred:
     United States, state
         and local                             2,358             (1,551)            1,702               469
     Other countries                               -              2,800               978              (773)
                                       --------------     --------------    --------------    --------------
                                               2,358              1,249             2,680              (304)
                                       --------------     --------------    --------------    --------------
                                     $        11,741    $         4,337   $         5,535   $         6,255
                                       ==============     ==============    ==============    ==============
</TABLE>


     The Company paid income taxes of $272, $2,925 and $4,086 for the five
     months ended October 3, 1998 and for the years ended October 2, 1999 and
     September 30, 2000, respectively.


                                      F-27                           (Continued)
<PAGE>

                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     Significant components of the Company's deferred tax liability are as
     follows as of October 2, 1999 and September 30, 2000:

<TABLE>
<CAPTION>
                                                           1999           2000
                                                         ----------     ----------

<S>                                                   <C>            <C>
Allowance for doubtful accounts                       $        104   $        141
Inventory reserves                                             369            184
Accrued expenses                                             3,088          2,944
Accumulated depreciation                                    (4,000)        (3,370)
Other                                                           64             30
                                                         ----------     ----------
                Total deferred tax liability          $       (375)  $        (71)
                                                         ==========     ==========
</TABLE>


     Income taxes for the years ended October 2, 1999 and September 30, 2000
     relate principally to the Company's subsidiary in Waverly, Nebraska, which
     is incorporated as a C-corporation, and the Company's German subsidiary.


(16) RESTRUCTURING

     In fiscal 2000, the company adopted and executed restructuring plans that
     resulted in the termination of approximately 470 employees principally in
     its US operations. In connection with the terminations, the Company accrued
     severance costs of $8,757. As of September 30, 2000, the Company has paid
     $4,747 and expects to pay the remainder of the amount accrued through
     October 2001 in accordance with separation agreements.

     In October and November 2000, the Company terminated approximately 220
     employees pursuant to the restructuring plans. The terminations will result
     in an additional restructuring charge of $1.6 million in fiscal 2001.


                                      F-28                           (Continued)
<PAGE>



                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

(17) LEASES

     The Company and its subsidiaries lease office space, machinery and other
     equipment under noncancelable operating and capital leases with varying
     terms, some of which contain renewal and/or purchase options.

     The following is a schedule of future minimum lease payments required under
     operating and capital leases that have initial or remaining noncancelable
     lease terms in excess of one year:

<TABLE>
<CAPTION>
                                                                                      OPERATING      CAPITAL
                                                                                    -------------  ------------

<S>                                                                              <C>              <C>
2001                                                                             $        3,175   $         954
2002                                                                                      1,633             839
2003                                                                                        737             760
2004                                                                                        399             558
2005                                                                                         54             572
Thereafter                                                                                    -             157
                                                                                    ------------    ------------
                Future minimum lease payments                                    $        5,998           3,840
                                                                                    ============

Less portion representing interest                                                                          448

Less current portion of capital lease obligations                                                           784
                                                                                                    ------------
                Long-term portion of capital lease obligations                                    $       2,608
                                                                                                    ============
</TABLE>


     Rental expense associated with operating leases was approximately $2,496,
     $1,795, $4,977 and $5,905 for the seven months ended April 28, 1998, the
     five months ended October 3, 1998 and years ended October 2, 1999 and
     September 30, 2000, respectively. It is expected that, in the normal course
     of business, leases that expire will be renewed or replaced by leases on
     other property and equipment.


(18) DERIVATIVE FINANCIAL INSTRUMENTS

     On October 3, 1999 and July 2, 2000, the Company adopted SFAS No. 133,
     ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES and SFAS
     No. 138, ACCOUNTING FOR CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN
     HEDGING ACTIVITIES (AN AMENDMENT TO SFAS NO. 133), respectively. These
     statements establish accounting and reporting standards for derivative
     instruments and for hedging activities. They require that an entity
     recognize all derivatives as either assets or liabilities measured at
     fair value. The impact of adoption of SFAS No. 133 of $302 is presented
     as the cumulative effect of a change in accounting principle in the
     consolidated statement of operations. There was no impact from the
     adoption of SFAS No. 138.


                                      F-29                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     A summary of the Company's hedging strategies and outstanding derivative
     instruments are as follows:

     (a) 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 September 30,
         2000, the Company has approximately $211 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 September 30, 2000 was $302 and $203,
         respectively. Management has concluded that the interest rate collar
         was ineffective as of October 3, 1999 and throughout the period ended
         September 30, 2000. Accordingly, the Company has recognized $99 as
         other loss and $302 as the cumulative effect of a change in accounting
         principle in the consolidated statement of operations for the year
         ended September 30, 2000.

     (b) 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 maintain profit
         margins the Company will purchase forward currency contracts and
         options at date of commitment to hedge Deutsche mark payment
         obligations. At September 30, 2000, the Company had $15.5 million in
         outstanding forward contracts to purchase Deutsche marks with gross
         unrealized losses of approximately $1.7 million. Each of the contracts
         are expected to settle within 90 days and have been accounted for as
         hedges under SFAS 133. Of the unrealized losses at September 30, 2000,
         $992 has been included in the determination of other comprehensive loss
         for those forward contracts related to forecasted transactions or
         completed transactions whereby the cranes are still in inventory at
         September 30, 2000. The remaining unrealized losses at September 30,
         2000, which relates to hedges of Deutsche Mark payable obligations,
         were included in earnings for the period. The amount in other
         comprehensive loss will be realized in earnings upon completion of the
         sale of the related inventory.


                                      F-30                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


(19) OTHER COMMITMENTS AND CONTINGENCIES

     LEGAL -- The Company is involved in various lawsuits and administrative
     proceedings arising in the ordinary course of business. These matters
     primarily involve claims for damages arising out of the use of the
     Company's products as well as employment matters and commercial disputes.
     Some of these lawsuits include claims for punitive as well as compensatory
     damages. The Company is insured for product liability and workers'
     compensation claims for amounts in excess of established deductibles and
     accrues for the estimated liability up to the limits of the deductibles.
     The Company accrues for all other claims and lawsuits on a case-by-case
     basis. The Company's estimate of the undiscounted costs associated with
     legal and environmental exposures is accrued if, in management's judgment,
     the likelihood of a loss is probable. The Company's policy is to also
     accrue the probable legal costs to be incurred in defending the Company
     against such claims. The Company has followed this policy during each of
     the periods in the three-year period ended September 30, 2000, with respect
     to all investigations, claims and litigation. Insurance recoveries for
     environmental and certain general liability claims are not recognized until
     realized.

     In the opinion of management, while the ultimate results of lawsuits or
     other proceedings against the Company cannot be predicted with certainty,
     the amounts accrued for awards or assessments in connection with these
     matters are adequate and, accordingly, management believes that the
     ultimate resolution of these matters will not have a material effect on the
     Company. As of September 30, 2000, the Company had no known probable but
     inestimable exposures that could have a material effect on the Company.

     PRODUCT LIABILITY AND WORKERS' COMPENSATION -- Hanson, on behalf of the
     Company, purchased an insurance policy which effectively indemnifies the
     Company against North American product liability and workers' compensation
     claims arising prior to October 1, 1997 up to an aggregate loss limit of
     $85,000. Losses in excess of that amount, if any, are the responsibility of
     the Company. For product liability claims arising on or after October 1,
     1997, the Company is self-insured for losses up to $2,000 per occurrence,
     with a $15,000 annual aggregate loss limit. For workers' compensation
     claims arising on or after such date, the Company is self-insured for
     losses up to $250 per occurrence with a $1,000 annual aggregate loss limit.
     Losses over the loss limits are covered by umbrella insurance coverage up
     to $100,000. The Company accrues a reserve for the estimated amount of
     claims which will be self-insured. The estimates are provided by a third
     party actuary based upon historical trends. The reserve for claims includes
     estimates of legal and administrative costs to be incurred.


                                      F-31                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     ENVIRONMENTAL MATTERS -- The Company is also involved in lawsuits and
     administrative proceedings with respect to claims involving the discharge
     of hazardous substances into the environment. Certain of these claims
     assert damages and liability for remedial investigations and cleanup costs
     with respect to sites at which the Company has been identified as a
     potentially responsible party under federal and state environmental laws
     and regulations (off-site). Other matters involve sites that the Company
     currently owns and operates or has previously sold (on-site). For off-site
     claims, the Company makes an assessment of the costs involved based on
     environmental studies, prior experience at similar sites, and the
     experience of other named parties. The Company also considers the ability
     of other parties to share costs, the percentage of the Company's exposure
     relative to all other parties, and the effects of inflation on these
     estimated costs. For on-site matters associated with properties currently
     owned, the Company makes an assessment as to whether an investigation and
     remediation effort is necessary and estimates other potential costs
     associated with the site.

     OTHER -- The Company provides guarantees of residual value to third party
     financing companies in support of certain customers' financing
     arrangements. These guarantees generally are only exercisable should the
     Company's customer default on their financing agreements. The Company has
     not and does not expect to incur losses under these guarantees. Exercises
     of these guarantees have not been significant for the periods in the three
     years ended September 30, 2000. Aggregate residual value guarantees were
     approximately $63,200 at September 30, 2000.


(20) TRANSACTIONS WITH RELATED PARTIES

     The Company made advances to Holdings of $3,649 and $850, respectively,
     during the five months ended October 3, 1998 and year ended October 2,
     1999. Such amount included loans to the Company's executive officers to
     purchase certain equity interest in Investors and transactions costs
     incurred by Holdings and Investors to consummate the Acquisition and
     related financing. Such amounts have been accounted for as a reduction of
     member's equity. Repayments from Holdings to the Company were $579 for the
     year ended September 30, 2000.

     The Company engaged a consulting group controlled by one of Investor's
     minority owners, to help the Company develop and achieve its business
     plan. For the five months ended October 3, 1998 and the years ended
     October 2, 1999 and September 30, 2000, the consulting group was paid
     approximately $2,700, $6,800 and $900, respectively, for services
     rendered. The agreement expired on December 31, 2000.

(21) 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. Through fiscal 2000, the Company marketed 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.


                                      F-32                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     The Company plans to significantly reduce its Manlift operations through
     the sale of Delta Manlift and a significant reduction in the number of
     aerial work platforms manufactured. Manlift will continue to provide full
     support for the installed base through parts and service, including
     discontinued models, and to manufacture six models of boom Manlifts. In
     order to take advantage of synergies in fiscal 2001, the Company will merge
     Manlift's production, engineering and sales and marketing functions with
     those of Grove Crane.

     The accounting policies for the three operating business segments are the
     same as those described in the summary of significant accounting policies
     in note 4. Operating information for each of the three operating divisions
     is as follows:

<TABLE>
<CAPTION>
                                                                                           CORPORATE,
                                                GROVE          GROVE         NATIONAL     ELIMINATIONS
                                                CRANE         MANLIFT         CRANE        AND OTHER         TOTAL
                                             ------------   ------------   -----------    ------------    ------------
<S>                                       <C>             <C>            <C>            <C>             <C>
For the seven months ended
    April 28, 1998:
      Net sales                           $      316,844  $     119,376  $      50,048  $         (13)  $     486,255
      Depreciation and amortization                9,983            517            899              -          11,399
      Income (loss) from operations               12,868          3,943          7,680         (4,669)         19,822
      Capital expenditures                        16,740          1,513          1,268              -          19,521

As of and for the five months ended
    October 3, 1998:
      Net sales                           $      271,447  $      90,633  $      39,173  $        (245)  $     401,008
      Depreciation and amortization                4,623            127            372          3,091           8,213
      Income (loss) from operations                5,622          1,582          6,560        (16,938)         (3,174)
      Total assets                               490,278         62,910         45,428        311,732         910,348
      Capital expenditures                         6,376            351            503              -           7,230

As of and for the year ended
    October 2, 1999:
      Net sales                           $      545,062  $     167,812  $      81,299  $        (389)  $     793,784
      Depreciation and amortization               10,407            348            902          6,880          18,537
      Income (loss) from operations               44,381            679         11,694        (40,556)         16,198
      Total assets                               472,949         59,742         41,818        286,992         861,501
      Capital expenditures                         8,359            277            769              -           9,405

As of and for the year ended
    September 30, 2000:
      Net sales                           $      596,820  $     158,561  $      95,263  $         (82)  $     850,562
      Depreciation and amortization               11,742            437          1,001          7,029          20,209
      Goodwill impairment charge                       -              -              -         53,351          53,351
      Income (loss) from operations               43,880        (22,691)        12,936        (86,038)        (51,913)
      Total assets                               396,435         62,736         41,258        225,706         726,135
      Capital expenditures                         7,540            513            722              -           8,775

</TABLE>


                                      F-33                           (Continued)
<PAGE>



                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     Corporate, eliminations and other consist principally of corporate expenses
     and assets, goodwill and intercompany eliminations. Depreciation and
     amortization excludes depreciation of equipment held for rent. For fiscal
     1999 and 2000, the Company allocates certain assets and expenses between
     operating divisions differently than for prior periods. Accordingly, such
     information is not comparable.

     Information with respect to the Company's domestic and foreign operations
     is as follows for the seven months ended April 28, 1998, and as of and for
     the five months ended October 3, 1998 and the years ended October 2, 1999
     and September 30, 2000:

<TABLE>
<CAPTION>
                                        PREDECESSOR                               COMPANY
                                       ---------------     ------------------------------------------------------
                                         APRIL 28,          OCTOBER 3,         OCTOBER 2,        SEPTEMBER 30,
                                            1998               1998               1999               2000
                                       ---------------     --------------    ---------------    ---------------

<S>                                 <C>                  <C>               <C>                <C>
Net sales:
     Generated by domestic
         operations                 $         362,866    $       314,291   $        575,682   $        619,768
     Generated by foreign
         operations                           168,842            126,359            319,008            372,596
     Elimination of intercompany
         sales                                (45,453)           (39,642)          (100,906)          (141,802)
                                       ---------------     --------------    ---------------    ---------------
                                    $         486,255    $       401,008   $        793,784   $        850,562
                                       ===============     ==============    ===============    ===============

Property, plant and equipment:
     Held by domestic operations                         $       112,522   $        113,348   $        106,488
     Held by foreign operations                                   94,653            100,383             62,208
                                                           --------------    ---------------    ---------------
                                                         $       207,175   $        213,731   $        168,696
                                                           ==============    ===============    ===============
</TABLE>



(22) NET ASSETS OF SUBSIDIARY HELD FOR SALE

     The Company plans to sell its Delta Manlift subsidiary in Tonneins,
     France. Net proceeds from the sale after payment of income taxes will be
     used to retire amounts outstanding under the Bank Credit Facility. The
     sale, which is expected to result in a gain, is expected to be
     completed in the second quarter of fiscal 2001. The net assets of Delta
     Manlift are presented as net assets of subsidiary held for sale in the
     accompanying consolidated financial statements. The total assets and
     total liabilities of Delta Manlift at September 30, 2000, were $7,688
     and $4,380, respectively.

(23) SUPPLEMENTAL CONDENSED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION

     The Company formed Grove Capital, Inc. as a direct wholly owned
     subsidiary to act as a co-issuer of the Senior Subordinated Notes (see
     note 11). At September 30, 2000, Grove Capital, Inc. had one hundred
     dollars in cash and total assets, and no current or long-term
     liabilities other than is contingent co-obligation with respect to the
     Senior Subordinated Notes. For the years ended October 2, 1999 and
     September 30, 2000, Grove Capital, Inc. had no income or loss and no
     revenues. Grove Capital, Inc. has no subsidiaries, no operations and is
     prohibited from engaging in any business activities.


                                      F-34                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     The Company's payment obligations under the senior subordinated notes (see
     note 11) are guaranteed by all of the Company's domestic subsidiaries other
     than Grove Capital, Inc. (the "Subsidiary Guarantors"). Such guarantees are
     full, unconditional and joint and several. The Subsidiary Guarantors are
     wholly owned by the Company. Grove Capital, Inc. is a wholly owned
     subsidiary of the Company. Grove Capital, Inc. and the Company are
     co-obligors of the senior subordinated notes and are jointly and severally
     liable for such indebtedness. Separate financial statements of Grove
     Capital, Inc. and the Subsidiary Guarantors are not presented because the
     Company's management has determined that they would not be material to
     investors. The ability of the Company's subsidiaries to make cash
     distributions and loans to the Company and the Subsidiary Guarantors is not
     significantly restricted under the terms of the Company's debt obligations.
     The following supplemental financial information sets forth, on a combined
     and consolidated basis, balance sheets, statements of operations and
     comprehensive income (loss) and statements of cash flows information for
     the Subsidiary Guarantors, the Company's non-guarantor subsidiaries and the
     Company and its subsidiaries on a combined and consolidated basis. A
     separate column for Grove Capital, Inc. has not been provided because Grove
     Capital, Inc. has no assets or operations and accordingly, such information
     would not be meaningful.

     CONDENSED CONSOLIDATING BALANCE SHEETS AS OF OCTOBER 2, 1999

<TABLE>
<CAPTION>
                                                    SUBSIDIARY        OTHER                      CONSOLIDATED
                                         COMPANY    GUARANTORS      SUBSIDIARIES   ELIMINATIONS     TOTALS
                                       -----------  ------------   -------------  -------------  -------------

<S>                                  <C>          <C>            <C>             <C>            <C>
                Assets
Current assets:
     Cash and cash equivalents       $      8,667 $       2,843  $        3,988  $           -  $      15,498
     Cash restricted as to use                  -         1,366               -              -          1,366
     Trade receivables, net                     -        55,650          86,621              -        142,271
     Notes receivable                           -         5,425               -              -          5,425
     Inventories                                -       134,424          58,699              -        193,123
     Prepaid  expenses other
         current assets                         -         2,306           5,099                         7,405
                                       -----------  ------------   -------------  -------------  -------------
                Total current assets        8,667       202,014         154,407              -        365,088

Property, plant, and
     equipment, net                             -       113,348         100,383              -        213,731
Goodwill                                        -       249,328          20,228              -        269,556
Investment and due from
     subsidiaries                         679,312       188,338          32,747       (900,397)             -
Other assets                               11,900         2,197            (971)             -         13,126
                                       -----------  ------------   -------------  -------------  -------------
                Total assets         $    699,879 $     755,225  $      306,794  $    (900,397) $     861,501
                                       ===========  ============   =============  =============  =============
</TABLE>



                                      F-35                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     CONDENSED CONSOLIDATING BALANCE SHEETS AS OF OCTOBER 2, 1999, CONTINUED

<TABLE>
<CAPTION>
                                                     SUBSIDIARY           OTHER                              CONSOLIDATED
                                      COMPANY        GUARANTORS         SUBSIDIARIES       ELIMINATIONS         TOTALS
                                    ------------    --------------     -------------    ---------------    ---------------

<S>                               <C>             <C>               <C>                <C>                <C>
LIABILITIES AND MEMBER'S EQUITY (DEFICIT)
Current liabilities:
     Current maturities of
         long-term debt           $      12,000   $             -   $            -     $            -     $        12,000
     Short-term borrowings                    -                 -           19,108                  -              19,108
     Accounts payable                         -            41,706           33,664                  -              75,370
     Accrued expenses and other
         current liabilities              9,191            31,076           44,679                  -              84,946
                                    ------------    --------------     ------------       ------------       -------------

         Total current liabilities       21,191            72,782           97,451                  -             191,424

Deferred revenue                              -                 -           74,368                  -              74,368
Long-term debt                          401,000                 -                -                  -             401,000
Due to subsidiaries                     161,424           510,474          114,865           (786,763)                  -
Other liabilities                           101            64,171           25,869                  -              90,141
                                    ------------    --------------     ------------       ------------       -------------
         Total liabilities              583,716           647,427          312,553           (786,763)            756,933
                                    ------------    --------------     ------------       ------------       -------------

Member's equity (deficit):
     Invested capital                   163,710            92,892           20,742           (113,634)            163,710
     Accumulated deficit                (45,850)           14,906          (18,533)                 -             (49,477)
     Accumulated other
         comprehensive loss              (1,697)                -           (7,968)                 -              (9,665)
                                    ------------    --------------     ------------       ------------       -------------

         Total member's equity
            (deficit)                   116,163           107,798           (5,759)          (113,634)            104,568
                                    ------------    --------------     ------------       ------------       -------------

         Total liabilities and
            member's equity
            (deficit)             $     699,879   $       755,225   $      306,794     $     (900,397)    $       861,501
                                    ============    ==============     ============       ============       =============
</TABLE>



                                      F-36                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     CONDENSED CONSOLIDATING BALANCE SHEETS AS OF SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                      SUBSIDIARY        OTHER                        CONSOLIDATED
                                         COMPANY      GUARANTORS      SUBSIDIARIES    ELIMINATIONS      TOTALS
                                       -----------   ------------    -------------   -------------   -------------
<S>                                  <C>           <C>             <C>              <C>             <C>
             ASSETS
Current assets:
     Cash and cash equivalents       $     15,593  $      (4,598)  $        5,107   $           -   $      16,102
     Cash restricted as to its use              -          1,688                -               -           1,688
     Trade receivables, net                  (500)        50,862           81,043               -         131,405
     Notes receivable                           -          6,801                -               -           6,801
     Inventories                                -        108,008           67,173               -         175,181
     Assets held for sale                       -              -            3,308               -           3,308
     Prepaid expenses and other
         current assets                       203          3,497            6,416               -          10,116
                                       -----------   ------------    -------------   -------------   -------------
         Total current assets              15,296        166,258          163,047               -         344,601

Property, plant and equipment,
     net                                        -        106,489           62,207               -         168,696
Goodwill                                        -        189,916            9,945               -         199,861
Investment in and due from
     subsidiaries                         697,937        233,429           30,807        (962,173)              -
Other assets                               10,169          2,641              167               -          12,977
                                       -----------   ------------    -------------   -------------   -------------
         Total assets                $    723,402  $     698,733   $      266,173   $    (962,173)  $     726,135
                                       ===========   ============    =============   =============   =============
</TABLE>



                                      F-37                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     CONDENSED CONSOLIDATING BALANCE SHEETS AS OF SEPTEMBER 30, 2000,
     CONTINUED

<TABLE>
<CAPTION>
                                                        SUBSIDIARY         OTHER                          CONSOLIDATED
                                          COMPANY       GUARANTORS      SUBSIDIARIES      ELIMINATIONS       TOTALS
                                        ----------     -----------     --------------    ------------     -------------

<S>                                   <C>           <C>               <C>               <C>             <C>
   LIABILITIES AND MEMBER'S EQUITY
Current liabilities:
     Current maturities of
         long-term debt               $    37,000   $            -    $            -   $           -    $       37,000
     Short-term borrowings                      -                -            20,967               -            20,967
     Accounts payable                           -           37,848            37,932               -            75,780
     Accrued expenses and other
         current liabilities               10,516           28,716            43,832               -            83,064
                                        ----------     -----------     --------------    ------------     -------------
         Total current liabilities         47,516           66,564           102,731               -           216,811

Deferred revenue                                -                -            37,170               -            37,170
Long-term debt                            399,000                -                 -               -           399,000
Due to subsidiaries                       208,789          528,953           113,926        (851,668)                -
Other liabilities                             100           71,082            13,709             (26)           84,865
                                        ----------     -----------     --------------    ------------     -------------
         Total liabilities                655,405          666,599           267,536        (851,694)          737,846
                                        ----------     -----------     --------------    ------------     -------------

Member's equity (deficit):
     Invested capital                     164,289           92,892            17,587        (110,479)          164,289
     Accumulated deficit                  (73,626)         (59,766)          (18,690)              -          (152,082)
     Accumulated other
         comprehensive loss               (22,666)            (992)             (260)              -           (23,918)
                                        ----------     -----------     --------------    ------------     -------------
         Total member's equity
            (deficit)                      67,997           32,134            (1,363)       (110,479)          (11,711)
                                        ----------     -----------     --------------    ------------     -------------

         Total liabilities and
            member's equity
            (deficit)                 $   723,402   $      698,733    $      266,173   $    (962,173)   $      726,135
                                        ==========     ============    ==============    ============     =============
</TABLE>


                                      F-38                           (Continued)
<PAGE>

                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     CONDENSED COMBINING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
     (LOSS) FOR THE SEVEN MONTHS ENDED APRIL 28, 1998

<TABLE>
<CAPTION>
                                                      SUBSIDIARY         OTHER                           COMBINED
                                                      GUARANTORS       SUBSIDIARIES    ELIMINATIONS       TOTALS
                                                    -------------     -------------    ------------    --------------

<S>                                               <C>              <C>               <C>             <C>
Net sales                                         $      362,866   $       168,842   $     (45,453)  $       486,255
Cost of goods sold                                       281,447           151,398         (45,453)          387,392
                                                    -------------     -------------    ------------    --------------
     Gross profit                                         81,419            17,444               -            98,863

Selling, engineering, general, and
     administrative expenses                              49,748            29,293               -            79,041
                                                    -------------     -------------    ------------    --------------
     Income (loss) from operations                        31,671           (11,849)              -            19,822

Interest income, net                                         970                78               -             1,048
Other expense, net                                        (2,195)           (7,329)              -            (9,524)
                                                    -------------     -------------    ------------    --------------
     Income (loss) before income taxes                    30,446           (19,100)              -            11,346

Income taxes                                              11,741                 -               -            11,741
                                                    -------------     -------------    ------------    --------------
     Net income (loss)                                    18,705           (19,100)              -              (395)

Other comprehensive loss                                  (7,135)                -               -            (7,135)
                                                    -------------     -------------    ------------    --------------
     Comprehensive income (loss)                  $       11,570    $      (19,100)   $          -    $       (7,530)
                                                    =============     =============    ============    ==============
</TABLE>


                                      F-39                           (Continued)
<PAGE>

                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000



     CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
     FOR THE FIVE MONTHS ENDED OCTOBER 3, 1998

<TABLE>
<CAPTION>
                                                        SUBSIDIARY        OTHER                          CONSOLIDATED
                                         COMPANY        GUARANTORS      SUBSIDIARIES     ELIMINATIONS       TOTALS
                                        ----------     -----------     -------------     ------------    --------------

<S>                                  <C>            <C>              <C>              <C>              <C>
Net sales                            $          -   $      314,291   $      126,359   $      (39,642)  $       401,008
Cost of goods sold                              -          267,105          115,530          (39,642)          342,993
                                        ----------     -----------     -------------     ------------    --------------
     Gross profit                               -           47,186           10,829                -            58,015

Selling, engineering, general,
     and administrative expenses           10,318           30,246           20,625                -            61,189
                                        ----------     -----------     -------------     ------------    --------------

     Income (loss) from operations        (10,318)          16,940           (9,796)               -            (3,174)

Interest (expense) income, net              1,370          (14,832)          (2,454)               -           (15,916)
Other income (expense), net                    10              370             (934)               -              (554)
                                        ----------     -----------     -------------     ------------    --------------

     Income (loss) before income
         taxes                             (8,938)           2,478          (13,184)               -           (19,644)

Income taxes                                    -            1,407            2,930                -             4,337
                                        ----------     -----------     -------------     ------------    --------------
     Net income (loss)                     (8,938)           1,071          (16,114)               -           (23,981)

Other comprehensive income (loss)           7,341           (2,059)               -                -             5,282
                                        ----------     -----------     -------------     ------------    --------------
     Comprehensive loss              $     (1,597)  $         (988)   $     (16,114)   $           -    $      (18,699)
                                        ==========     ===========     =============     ============    ==============
</TABLE>



                                      F-40                           (Continued)
<PAGE>

                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
     INCOME (LOSS) FOR THE YEAR ENDED OCTOBER 2, 1999

<TABLE>
<CAPTION>
                                                        SUBSIDIARY         OTHER                         CONSOLIDATED
                                         COMPANY        GUARANTORS      SUBSIDIARIES     ELIMINATIONS       TOTALS
                                        ----------     ------------    -------------     ------------    --------------

<S>                                  <C>            <C>              <C>              <C>              <C>
Net sales                            $          -   $      575,682   $      319,008   $     (100,906)  $       793,784
Cost of goods sold                              -          475,850          271,058         (100,906)          646,002
                                        ----------     ------------    -------------     ------------    --------------
     Gross profit                               -           99,832           47,950                -           147,782

Selling, engineering, general,
     and administrative expenses           42,189           47,692           41,703                -           131,584
                                        ----------     ------------    -------------     ------------    --------------

     Income (loss) from operations        (42,189)          52,140            6,247                -            16,198

Interest (expense) income, net              5,278          (34,789)          (6,509)               -           (36,020)
Other income (expense), net                     -              125             (264)               -              (139)
                                        ----------     ------------    -------------     ------------    --------------

     Income (loss) before income
         taxes                            (36,911)          17,476             (526)               -           (19,961)

Income taxes                                    -            2,812            2,723                -             5,535
                                        ----------     ------------    -------------     ------------    --------------
     Net income (loss)                    (36,911)          14,664           (3,249)               -           (25,496)

Other comprehensive income (loss)          (9,038)           2,059           (7,968)               -           (14,947)
                                        ----------     ------------    -------------     ------------    --------------
     Comprehensive income (loss)     $    (45,949)  $       16,723    $     (11,217)   $           -    $      (40,443)
                                        ==========     ============    =============     ============    ==============
</TABLE>


                                      F-41                           (Continued)
<PAGE>

                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
     FOR THE YEAR ENDED SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                        SUBSIDIARY        OTHER                          CONSOLIDATED
                                         COMPANY        GUARANTORS     SUBSIDIARIES      ELIMINATIONS       TOTALS
                                        ----------     ------------    -------------     ------------    --------------

<S>                                  <C>            <C>              <C>              <C>              <C>
Net sales                            $          -   $      619,768   $      372,596   $     (141,802)  $       850,562
Cost of goods sold                              -          552,607          314,875         (141,802)          725,680
                                        ----------     ------------    -------------     ------------    --------------
     Gross profit                               -           67,161           57,721                -           124,882

Selling, engineering, general,
     and administrative expenses           23,666           48,330           42,691                -           114,687
Restructuring charges                       8,757                -                -                -             8,757
Goodwill impairment charge                      -           53,351                -                -            53,351
                                        ----------     ------------    -------------     ------------    --------------
     Income (loss) from operations        (32,423)         (34,520)          15,030                -           (51,913)

Interest (expense) income, net              5,492          (41,065)          (8,130)               -           (43,703)
Other income (expense), net                (1,134)           3,444           (3,346)               -            (1,036)
                                        ----------     ------------    -------------     ------------    --------------
     Loss before income taxes             (28,065)         (72,141)           3,554                -           (96,652)

Income taxes                                    -            2,533            3,722                -             6,255
                                        ----------     ------------    -------------     ------------    --------------

     Net loss before cumulative
         effect of change in
         accounting principle             (28,065)         (74,674)            (168)               -          (102,907)

Cumulative effect of change in
     accounting principle                       -              302                -                -               302
                                        ----------     ------------    -------------     ------------    --------------
     Net loss                             (28,065)         (74,372)            (168)               -          (102,605)

Other comprehensive loss                  (20,969)            (992)           7,708                -           (14,253)
                                        ----------     ------------    -------------     ------------    --------------
     Comprehensive loss              $    (49,034)  $      (75,364)   $       7,540    $           -    $     (116,858)
                                        ==========     ============    =============     ============    ==============
</TABLE>


                                      F-42                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     CONDENSED COMBINING STATEMENTS OF CASH FLOWS FOR THE SEVEN MONTHS ENDED
     APRIL 28, 1998



<TABLE>
<CAPTION>
                                                                    SUBSIDIARY         OTHER          COMBINED
                                                                    GUARANTORS      SUBSIDIARIES       TOTALS
                                                                   ------------     -------------    -------------

<S>                                                             <C>               <C>               <C>
OPERATING ACTIVITIES:
     Net cash  provided by operating activities                 $       44,125    $       48,972    $      93,097
                                                                   ------------     -------------    -------------

INVESTING ACTIVITIES:
     Capital expenditures                                               (9,918)           (9,603)         (19,521)
     Investment in equipment held for rent                                   -           (16,380)         (16,380)
     Other investing activities                                            242             1,829            2,071
                                                                   ------------     -------------    -------------
         Net cash used in investing activities                          (9,676)          (24,154)         (33,830)
                                                                   ------------     -------------    -------------

FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings                                 -             6,821            6,821
     Other financing activities                                        (29,944)          (32,143)         (62,087)
                                                                   ------------     -------------    -------------
         Net cash used in financing activities                         (29,944)          (25,322)         (55,266)
                                                                   ------------     -------------    -------------

Effect of exchange rate changes on cash                                      -               217              217
                                                                   ------------     -------------    -------------
         Net change in cash and cash equivalents                         4,505              (287)           4,218

Cash and cash equivalents at beginning of year                            (492)            5,516            5,024
                                                                   ------------     -------------    -------------
Cash and cash equivalents at end of period                      $        4,013    $        5,229    $       9,242
                                                                   ============     =============    =============
</TABLE>


                                      F-43                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000


     CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE FIVE MONTHS
     ENDED OCTOBER 3, 1998



<TABLE>
<CAPTION>
                                                             SUBSIDIARY          OTHER                            CONSOLIDATED
                                             COMPANY         GUARANTORS        SUBSIDIARIES     ELIMINATIONS         TOTALS
                                           ------------      ------------      ------------     ------------      -------------

<S>                                      <C>               <C>                <C>              <C>             <C>
OPERATING ACTIVITIES:
Net cash  provided by operating
     activities                          $       2,062     $      43,830      $    11,408      $         -     $        57,300
                                           ------------      ------------      -----------      -----------       -------------

INVESTING ACTIVITIES:
     Capital expenditures                            -            (5,665)          (1,565)               -              (7,230)
     Investment in equipment held for rent           -                 -          (20,751)               -             (20,751)
     Acquisition of businesses from Hanson PLC,
         including transaction costs of $5,783,
         net of cash acquired of $9,241 and
         post-closing adjustment of $27,300          -          (484,279)         (78,463)               -            (562,742)
     Other investing activities               (113,635)              103            1,218          113,635               1,321
                                           ------------      ------------      -----------      -----------       -------------

         Net cash used in investing
            activities                        (113,635)         (489,841)         (99,561)         113,635            (589,402)
                                           ------------      ------------      -----------      -----------       -------------

FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings         -                 -              941                -                 941
     Proceeds from issuance of long-term debt  450,200                 -                -                -             450,200
     Repayments of long-term debt              (35,200)                -                -                -             (35,200)
     Equity investment from Grove
         Holdings LLC                          168,209            92,892           20,743         (113,635)            168,209
     Advances to Grove Holdings LLC             (3,649)                -                -                -              (3,649)
     Deferred financing costs                  (14,453)                -                -                -             (14,453)
     Other financing activities               (437,158)          359,171           77,987                -                   -
                                           ------------      ------------      -----------      -----------       -------------

         Net cash provided by financing
            activities                         127,949           452,063           99,671         (113,635)            566,048
                                           ------------      ------------      -----------      -----------       -------------

Effect of exchange rate changes on cash              -                 -              343                -                 343
                                           ------------      ------------      -----------      -----------       -------------

         Net increase in cash and cash
            equivalents and cash
            equivalents at end of year   $      16,376     $       6,052      $    11,861      $         -     $        34,289
                                           ============      ============      ===========      ===========       =============
</TABLE>




                                      F-44                           (Continued)
<PAGE>


                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000

     CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED
     OCTOBER 2, 1999



<TABLE>
<CAPTION>
                                                                           SUBSIDIARY         OTHER          CONSOLIDATED
                                                          COMPANY          GUARANTORS      SUBSIDIARIES         TOTALS
                                                        ------------      -----------      ------------     --------------

<S>                                                   <C>               <C>               <C>             <C>
OPERATING ACTIVITIES:
     Net cash  provided by operating activities       $     (18,332)    $      3,500      $    15,518     $           686
                                                        ------------      -----------      -----------      --------------

INVESTING ACTIVITIES:
     Capital expenditures                                         -           (5,778)          (3,627)             (9,405)
     Investment in equipment held for rent                        -                -          (23,793)            (23,793)
     Acquisition of businesses from Hanson PLC,
         including transaction costs of $5,783,
         net of cash acquired of $9,241 and
         post-closing adjustment of $27,300                  10,500                -                -              10,500
     Other investing activities                               2,973              435                -               3,408
                                                        ------------      -----------      -----------      --------------
         Net cash used in investing activities               13,473           (5,343)         (27,420)            (19,290)
                                                        ------------      -----------      -----------      --------------

FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings                      -                -            4,139               4,139
     Proceeds from issuance of long-term debt                10,000                -                -              10,000
     Repayments of long-term debt                           (12,000)               -                -             (12,000)
     Advances to Grove Holdings LLC                            (850)               -                -                (850)
     Other financing activities                                   -           (1,366)               -              (1,366)
                                                        ------------      -----------      -----------      --------------
         Net cash provided by financing activities           (2,850)          (1,366)           4,139                 (77)
                                                        ------------      -----------      -----------      --------------

Effect of exchange rate changes on cash                           -                -             (110)               (110)
                                                        ------------      -----------      -----------      --------------

         Net decrease in cash and cash equivalents           (7,709)          (3,209)          (7,873)            (18,791)

Cash and cash equivalents at beginning of year               16,376            6,052           11,861              34,289
                                                        ------------      -----------      -----------      --------------
Cash and cash equivalents at end of year              $       8,667     $      2,843     $      3,988     $        15,498
                                                        ============      ===========      ===========      ==============
</TABLE>


                                      F-45                           (Continued)
<PAGE>

                      GROVE WORLDWIDE LLC AND SUBSIDIARIES

            Notes to Combined and Consolidated Financial Statements
                           (in thousands of dollars)

                    October 2, 1999 and September 30, 2000




     CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED
     SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                         SUBSIDIARY       OTHER        CONSOLIDATED
                                                          COMPANY        GUARANTORS    SUBSIDIARIES       TOTALS
                                                        ------------    -----------    ------------    --------------

<S>                                                   <C>             <C>             <C>            <C>
OPERATING ACTIVITIES:
     Net cash  provided by (used in ) operating
         activities                                   $     (16,653)  $     (1,692)   $    10,015    $        (8,330)
                                                        ------------    -----------    -----------     --------------

Investing activities:
     Capital expenditures                                         -         (5,427)        (3,348)            (8,775)
     Investment in equipment held for rent                        -              -         (6,876)            (6,876)
                                                        ------------    -----------    -----------     --------------
         Net cash used in investing activities                    -         (5,427)       (10,224)           (15,651)
                                                        ------------    -----------    -----------     --------------

Financing activities:
     Net proceeds from short-term borrowings                      -              -          1,801              1,801
     Proceeds from issuance of long-term debt                25,000              -              -             25,000
     Repayments of long-term debt                            (2,000)             -              -             (2,000)
     Advances to Grove Holdings LLC                             579              -              -                579
     Other financing activities                                   -           (322)             -               (322)
                                                        ------------    -----------    -----------     --------------
         Net cash provided by financing activities           23,579           (322)         1,801             25,058
                                                        ------------    -----------    -----------     --------------

Effect of exchange rate changes on cash                           -                          (473)              (473)
                                                        ------------    -----------    -----------     --------------
     Net increase (decrease) in cash and cash
         equivalents                                          6,926         (7,441)         1,119                604

Cash and cash equivalents at beginning of year                8,667          2,843          3,988             15,498
                                                        ------------    -----------    -----------     --------------
Cash and cash equivalents at end of year              $      15,593   $     (4,598)  $      5,107    $        16,102
                                                        ============    ===========    ===========     ==============
</TABLE>

(24) Subsequent Event

     Effective January 12, 2001, the Company obtained further amendment of a
     covenant in its Bank Credit Facility, whereby the minimum Adjusted EBITDA,
     as defined, required for the six-month period ended March 31, 2001, was
     reduced to $16,500 (see Note 11). The amendment will be null and void in
     the event the Company receives an audit report on its consolidated
     financial statements as of and for the year ended September 30, 2000 with a
     qualification or explanatory paragraph related to its ability to continue
     as a going concern.


                                      F-46
<PAGE>

                      GROVE WORLDWIDE LLC AND SUBSIDIARIES           SCHEDULE II

                        Valuation and Qualifying Accounts


<TABLE>
<CAPTION>

                                          BALANCE AT  CHARGED TO  CHARGED                        BALANCE
                                          BEGINNING   COSTS AND  TO OTHER       DEDUCTIONS        AT END
                                           OF YEAR    EXPENSES   ACCOUNTS (a)      (b)           OF YEAR
                                          ---------   ---------  ------------   ----------       -------
<S>                                         <C>           <C>        <C>            <C>          <C>
Allowance for doubtful accounts
  (in thousands):
     Seven months ended
        April 28, 1998                      $ 2,717         880      $  12            146        $ 3,463
     Five months ended
        October 3, 1998                       3,463         290        121            799          3,075
     Year ended October 2, 1999               3,075         552         31            563          3,095
     Year ended
        September 30, 2000                    3,095       5,519       (534)         3,023          5,057

   (a)  Impact of exchange rates
   (b)  Write-offs
</TABLE>



                                       S-1