10-Q
          1



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-Q/A


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

                  For the quarterly period ended April 3, 1999

                        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
incorporation or organization)                       Identification Number)


1565 Buchanan Trail East
Shady Grove, PA                                                17256
------------------------                             ----------------------
(Address of principal                                       (Zip Code)
executive offices)


Registrant's telephone number, including area code:  (717) 597-8121

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
                                      ---   ---

         APPLICABLE ONLY TO CORPORATE ISSURES:
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. None.


                                  Page 1 of 21
                          Exhibit List on Page 20 of 21
<PAGE>

                               GROVE WORLDWIDE LLC

                                      INDEX
<TABLE>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                           <C>
Part I.  Financial Information:

             Item 1.  Financial Statements

              Condensed Consolidated Statements of Operations and Comprehensive
                Income (Loss)-Thirteen Week and Twenty-Six Week Periods
                Ended April 3, 1999 and March 28,1998                                                           4

              Condensed Consolidated Balance Sheets as of April 3, 1999 and October 3, 1998                     5

              Condensed Consolidated Statements of Cash Flows - Twenty-Six Week Periods Ended
                April 3, 1999 and March 28, 1998                                                                6

              Notes to Condensed Consolidated Financial Statements                                              7

             Item 2.  Management's Discussion and Analysis of Financial Condition and Results
                      of Operations                                                                            14

             Item 3. Quantitative and Qualitative Disclosures About Market Risk                                18

Part II. Other Information                                                                                     20

         Exhibit List                                                                                          20

         Signatures                                                                                            21
</TABLE>


                                        2
<PAGE>

The results of operations for the three and six months ended April 3, 1999 have
been restated. See Note 7 to the condensed consolidated financial statements.

Unless otherwise noted, "Grove Worldwide LLC" refers to Grove Worldwide LLC and
its subsidiaries and includes the Acquired Business (as defined). Grove
Worldwide LLC's fiscal year ends on the Saturday closest to the last day of
September. Reference to the (i) second quarter 1999 means the period from
January 3, 1999 to April 3, 1999 and (ii) second quarter 1998 means the period
from December 28, 1997 to March 28, 1998. References to historical financial
information are to the historical combined and consolidated financial results of
the Acquired Business. See "Item 2. 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. Grove Worldwide LLC
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 Grove Worldwide LLC, supplemental financial
information, setting forth on a consolidated basis, balance sheets, statements
of operations and cash flow information for the Subsidiary Guarantors, the
subsidiaries of Grove Worldwide LLC that are not guarantors (the "Non-Guarantor
Subsidiaries") and Grove Worldwide LLC; 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

            With the exception of the historical information contained in this
report, the matters described herein contain forward looking information based
on Grove Worldwide LLC current expectations. Forward looking statements involve
a number of risks, uncertainties, or other factors which may cause the actual
results of Grove Worldwide LLC to be materially different from any future
results expressed or implied by such forward looking statements. The factors
include, but are not limited to: (i) substantial leverage and ability to service
debt, (ii) changing market trends in the mobile hydraulic crane, aerial work
platform, and truck mounted crane industries, (iii) general economic and
business conditions, including a prolonged and substantial recession, (iv) the
ability of Grove Worldwide LLC to implement its business strategy and maintain
and enhance its competitive strengths, (v) the ability of Grove Worldwide LLC to
implement its efficiency and cost-savings program, (vi) the ability of Grove
Worldwide LLC to obtain financing for general corporate purpose, (vii)
competition, (viii) availability of key personnel, (ix) industry over capacity,
(x) changes in or failure to comply with government regulations, and (xi) other
factors detailed in Grove Worldwide LLC's other reports filed with the
Securities and Exchange Commission. Readers are cautioned not to place undue
reliance on these forward looking statements, which speak only as of the date
hereof. Grove Worldwide LLC assumes no obligation to update such forward looking
statements to reflect events or circumstances after the date on which such
statements were made or to reflect the occurrences of unanticipated events.


                                        3
<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                               GROVE WORLDWIDE LLC
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
            COMPREHENSIVE INCOME (LOSS) (unaudited and in thousands)

<TABLE>
<CAPTION>
                                                            13 Week Periods Ended          26 Week Periods Ended
                                                           ------------------------      --------------------------
                                                                           Predecessor                  Predecessor
                                                                           -----------                  -----------
                                                             April 3,       March 28,      April 3,     March 28,
                                                               1999            1998          1999          1998
--------------------------------------------------------   -----------     -----------   -----------    -----------
                                                           (restated)                     (restated)
<S>                                                        <C>              <C>           <C>             <C>
NET SALES                                                  $186,044    |    $200,945      $350,369    |   $405,903
                                                                       |                              |
COST OF GOODS SOLD                                          147,653    |     159,951       284,895    |    321,337
                                                           --------    |    --------      --------    |   --------
                                                                       |                              |
GROSS PROFIT                                                 38,391    |      40,994        65,474    |     84,566
                                                                       |                              |
SELLING, ENGINEERING, GENERAL AND                                      |                              |
   ADMINISTRATIVE EXPENSES                                   31,531    |      32,400        63,049    |     66,677
                                                           --------    |    --------      --------    |   --------
                                                                       |                              |
INCOME FROM OPERATIONS                                        6,860    |       8,594         2,425    |     17,889
                                                                       |                              |
INTEREST AND DEBT ISSUANCE EXPENSE                           10,271    |       1,346        20,738    |      1,868
                                                                       |                              |
OTHER INCOME (EXPENSE), NET                                     927    |      (3,279)        2,339    |     (1,599)
                                                           --------    |   -----------------------    |  ----------
                                                                       |                              |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES              (2,484)   |       3,969       (15,974)   |     14,422
                                                                       |                              |
PROVISION FOR INCOME TAXES                                    1,888    |       6,128         2,821    |     11,174
                                                          ---------    |   ---------      --------    |   --------
                                                                       |                              |
                                                                       |                              |
NET INCOME (LOSS)                                            (4,372)   |      (2,159)      (18,795)   |      3,248
                                                                       |                              |
FOREIGN CURRENCY TRANSLATION                                 (7,151)   |         (65)       (9,860)   |      1,653
                                                          ---------    |   ---------      --------    |   --------
COMPREHENSIVE INCOME (LOSS)                                $(18,523)   |    $ (2,224)     $(28,655)   |   $  4,901
                                                           ========    |   =========      ========    |   ========
</TABLE>

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.


                                        4
<PAGE>

                               GROVE WORLDWIDE LLC
            COMPREHENSIVE INCOME (LOSS) (unaudited and in thousands)

<TABLE>
<CAPTION>
                                                                                April 3,          October 3,
                                                                                  1999                1998
---------------------------------------------------------------------------   -----------         ----------
                                                                              (restated)
<S>                                                                           <C>                 <C>
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                                   $   19,499         $   34,289
   Trade receivables, net                                                         118,033            129,833
   Due from Hanson PLC                                                                  -             10,500
   Notes receivable                                                                 4,258              5,887
   Inventories                                                                    218,901            207,248
   Other current assets                                                             6,580              8,893
                                                                               ----------         ----------
       Total current assets                                                       367,271            396,650

Property, plant and equipment, net                                                217,581            207,175
Goodwill, net                                                                     275,690            288,499
Other noncurrent assets                                                            17,165             18,024
                                                                               ----------         ----------

TOTAL ASSETS                                                                   $  877,707         $  910,348
                                                                               ==========         ==========

LIABILITIES AND  MEMBER'S EQUITY
CURRENT LIABILITIES:
   Short-term borrowings                                                          $23,214            $15,027
   Current maturities of long-term debt                                             2,000              7,000
   Trade accounts payable                                                          70,709             79,470
   Other payables and accrued liabilities                                         108,839            104,951
                                                                               ----------         ----------
       Total current liabilities                                                  204,762            206,448

Long-term debt, less current maturities                                           402,000            408,000
Deferred revenue                                                                   78,284             67,306
Other noncurrent  liabilities                                                      76,281             82,733
                                                                               ----------         ----------
       Total liabilities                                                          761,327            764,487
                                                                               ----------         ----------

Member's equity:
   Member's equity                                                                163,722            164,560
   Accumulated deficit                                                            (42,764)           (23,981)
   Accumulated other comprehensive income                                          (4,578)             5,282
                                                                               -----------        ----------
    Total member's equity                                                         116,380            145,861
                                                                               ----------         ----------
TOTAL LIABILITIES AND MEMBER'S EQUITY                                          $  877,707         $  910,348
                                                                               ==========         ==========
</TABLE>

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.


                                        5
<PAGE>

                               GROVE WORLDWIDE LLC
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)

<TABLE>
<CAPTION>
                                                                                 26 Week Periods Ended
                                                                              ------------------------------
                                                                                                 Predecessor
                                                                                                 -----------
                                                                              April 3,             March 28,
                                                                                1999                 1998
---------------------------------------------------------------------------   --------            ----------
                                                                             (restated)
<S>                                                                           <C>                  <C>
OPERATING ACTIVITIES:
   Net income (loss)                                                          ($18,795)     |      $  3,248
   Adjustments to reconcile net income (loss) to net cash provided                          |
       by (used for) operating activities:                                                  |
       Depreciation and amortization                                             9,600      |         9,384
       Depreciation of equipment held for rent                                   8,681      |         5,501
       Amortization of deferred financing cost                                   1,688      |             -
       Loss on sale of fixed assets                                                  -      |         4,719
       Other operating activities                                                    -      |         2,602
       Changes in operating assets and liabilities, net                           (323)     |        60,564
                                                                             ---------      |      --------
                                                                                            |
          Net cash provided by operating activities                                851      |        86,018
                                                                             ---------      |      --------
                                                                                            |
INVESTING ACTIVITIES:                                                                       |
   Capital expenditures                                                         (4,080)     |       (15,197)
   Investment in equipment held for rent                                       (19,189)     |       (16,380)
   Proceeds from sale of property, plant and equipment                             779      |         3,630
   Cash received from Hanson PLC                                                10,500      |             -
                                                                             ---------      |      --------
                                                                                            |
          Net cash used for investing activities                               (11,990)     |       (27,947)
                                                                             ---------      |      --------
                                                                                            |
FINANCING ACTIVITIES:                                                                       |
   Net proceeds from short-term borrowings                                       8,187      |         2,639
   Advances to Grove Holdings LLC                                                 (838)     |             -
   Repayment of long-term debt                                                 (11,000)     |             -
   Other financing activities                                                        -      |       (61,649)
                                                                             ---------      |      ---------
                                                                                            |
          Net cash used for financing activities                                (3,651)     |       (59,010)
                                                                             ---------      |      --------
                                                                                            |
NET DECREASE IN CASH AND CASH EQUIVALENTS                                      (14,790)     |          (939)
                                                                                            |
CASH AND CASH EQUIVALENTS                                                                   |
   AT BEGINNING OF PERIOD                                                       34,289      |         5,024
                                                                             ---------      |      --------
                                                                                            |
CASH AND CASH EQUIVALENTS                                                                   |
   AT END OF PERIOD                                                          $  19,499      |      $  4,085
                                                                             =========      |      ========
</TABLE>

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.


                                        6
<PAGE>

                               GROVE WORLDWIDE LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

      Grove Worldwide LLC's condensed consolidated balance sheet as of October
3, 1998 has been condensed from the audited consolidated balance sheet at that
date. The condensed consolidated balance sheet as of April 3, 1999, the
condensed consolidated statements of operations for the thirteen week and
twenty-six week periods ended April 3, 1999 and March 28, 1998 and the condensed
consolidated statements of cash flows for the twenty-six week periods ended
April 3, 1999 and March 28, 1998 have been prepared by Grove Worldwide LLC and
have not been audited by Grove Worldwide LLC's independent accountants.
Financial information for periods prior to April 29, 1998 (the "Predecessor")
relates to the businesses acquired in connection with the Acquisition (See note
2). Financial information subsequent to April 29, 1998 relates to Grove
Worldwide LLC and the Acquired Business. The Acquisition created a new basis of
accounting and a different capital structure; therefore, the operating results
and cash flows for 1999 and 1998 are not directly comparable. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair presentation of the financial position, results
of operations and cash flows have been included.

      Grove Worldwide LLC primarily manufactures and sells new mobile hydraulic
cranes, aerial work platforms and truck mounted cranes. In addition, Grove
Worldwide LLC has net sales from 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 distributors in France,
Germany, and the United Kingdom. Grove Worldwide LLC is a wholly owned
subsidiary of Grove Holdings LLC ("Holdings"), which is a wholly owned
subsidiary of Grove Investors LLC ("Investors").

      The separate financial statements of the Subsidiary Guarantors (as
defined) and Grove Capital, Inc. ("Grove Capital") are not included since Grove
Worldwide LLC considers that such financial statements would not be material.
The footnotes to the condensed consolidated financial statements include
supplemental information setting forth on a consolidated basis, balance sheets,
statements of operations and cash flow information for the Subsidiary
Guarantors, the subsidiaries of Grove Worldwide LLC that are not guarantors (the
"Non-Guarantor Subsidiaries") and Grove Worldwide LLC. Grove Worldwide LLC
believes that this report provides the information necessary.

      Interim results for the thirteen and twenty-six week periods ended April
3, 1999 are not necessarily indicative of the results that may be expected for a
full fiscal year.

      Certain information and note disclosures normally included in the
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in accordance with the rules and
regulations of the Securities and Exchange Commission. These condensed
consolidated financial statements should be read in conjunction with Grove
Worldwide LLC's consolidated financial statements and notes thereto as set forth
in Grove Worldwide LLC's Annual Report on Form 10-K for the fiscal year ended
October 3, 1998.

2. THE ACQUISITION

      On April 29, 1998, Grove Worldwide LLC acquired from Hanson PLC and
certain of its subsidiaries ("Hanson") substantially all of the net assets of
Hanson's United States mobile hydraulic crane and aerial work platform
operations, the capital stock of Hanson's United States truck-mounted crane
operation and the capital stock of Hanson's British, French, German, and
Australian crane and aerial work platform subsidiaries (the "Acquired Business")
for an aggregate purchase price of $583.0 million (the "Acquisition"). The
purchase price was subject to a post closing adjustment for which Grove
Worldwide has received $27.3 million from Hanson.

      The Acquisition was accounted for as a purchase and the operations of the
Acquisition are included in the consolidated statements of operations and cash
flows from the date of acquisition. The cost of the Acquisition has been
allocated on the basis of the fair value of the assets acquired and the
liabilities assumed. The excess of the purchase price over the estimated fair
value of the net assets acquired is being amortized using the straight-line
method over forty years. The allocation of the purchase price for the
Acquisition is based upon preliminary estimates and assumptions and is subject
to revision once appraisals, valuations and other studies of the fair value of
the acquired assets and liabilities have been completed.


                                        7
<PAGE>

                               GROVE WORLDWIDE LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. INVENTORIES

      Inventories consist of:


                                           April 3,                October 3,
                                             1999                     1998
                                           --------                ---------
                                                       (thousands)

   Raw materials and supplies              $ 68,204                 $ 61,910
   Work-in-process                           71,984                   72,299
   Finished goods                            78,713                   73,039
                                           --------                 --------

   Total                                   $218,901                 $207,248
                                           ========                 ========

4. INCOME TAXES

      Following the Acquisition, a significant portion of Grove Worldwide LLC's
business is operated as a Delaware limited liability company and is not subject
to federal and certain state income taxes. The taxable income of the limited
liability company in the United States is allocated to the equity holders of
Grove Worldwide LLC who are responsible for the applicable federal and state
income taxes. Grove Worldwide LLC expects to make cash distributions to the
equity holders for their tax obligations associated with Grove Worldwide LLC
taxable income. Foreign and certain domestic income taxes will continue to be
the responsibility of Grove Worldwide LLC.

      The primary difference between Grove Worldwide LLC's effective income tax
rate and the United States statutory rate is due to Grove Worldwide LLC's
structure as a limited liability company. Therefore, income taxes included on
the condensed consolidated statement of operations and comprehensive income
(loss) relate to foreign and certain domestic operations.

5. CLOSURE OF SUNDERLAND MANUFACTURING FACILITY

      As the result of recurring operating losses, Grove Worldwide LLC closed
its Sunderland, U.K. manufacturing facility on November 27, 1998. Management
believes closing the facility will eventually improve operating earnings as well
as provide the opportunity for additional cost reductions through product
rationalization, reduced selling, general and administrative expenses and
reduced manufacturing costs. Management estimates total closure costs to be
approximately $18.5 million, consisting of approximately $11.5 million of
employee severance and $7.0 million of plant shut-down costs (asset disposal and
plant clean-up costs), all of which are expected to be expended in the next
twelve months. During the twenty-six week period ended April 3, 1999, Grove
Worldwide LLC paid approximately $7.4 million in employee severance costs
related to the closure of its Sunderland, U.K. manufacturing facility.

6. SUPPLEMENTAL CONDENSED COMBINED FINANCIAL INFORMATION


      Grove Worldwide LLC's payment obligations under the Senior Subordinated
Notes are guaranteed by all of Grove Worldwide LLC's wholly-owned domestic
subsidiaries other than Grove Capital (the "Subsidiary Guarantors"). Such
guarantees are full, unconditional and joint and several. Separate financial
statements of the Subsidiary Guarantors are not presented because Grove
Worldwide LLC's management has determined that they would not be material to
investors. The ability of Grove Worldwide LLC's subsidiaries to make cash
distributions and loans to Grove Worldwide LLC and the Subsidiary Guarantors is
not significantly restricted under the terms of Grove Worldwide LLC's debt
obligations. The following supplemental financial information sets forth, on a
combined basis, balance sheets, statements of operations and cash flow
information for the Subsidiary Guarantors, Non-Guarantor Subsidiaries and Grove
Worldwide LLC.


                                        8
<PAGE>

                               GROVE WORLDWIDE LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(6)  Supplemental Condensed Combined Financial Information (continued)

       Condensed Consolidating Balance Sheets at April 3, 1999 (restated)

<TABLE>
<CAPTION>
                                          Grove
                                      Worldwide  Subsidiary          Other                  Consolidated
                                            LLC  Guarantors   subsidiaries   Eliminations         totals
----------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>           <C>           <C>             <C>
Assets
Current assets:
   Cash and cash equivalents           $ 6,504       $ 1,987       $ 11,008      $      --       $ 19,499
   Trade receivables, net                   --        55,977         62,056             --        118,033
   Notes receivable                         --         4,258             --             --          4,258
   Inventories                              --       144,272         74,629             --        218,901
   Other current assets                     --         4,197          2,383             --          6,580
----------------------------------------------------------------------------------------------------------

Total current assets                     6,504       210,691        150,076             --        367,271
Property, plant and
   equipment, net                           --       117,000        100,581             --        217,581
Goodwill, net                               --       256,286         19,404             --        275,690
Investment and due
   from subsidiaries                   668,223       159,977         26,854       (855,054)            --
Other noncurrent assets                 12,765         3,888            512             --         17,165
----------------------------------------------------------------------------------------------------------

                                      $687,492      $747,842       $297,427      $(855,054)     $ 877,707
----------------------------------------------------------------------------------------------------------

Liabilities and Member's Equity
Current liabilities:
   Short term borrowings              $     --       $ 9,974       $ 13,240      $      --       $ 23,214
   Current maturities                    2,000            --             --             --          2,000
    of long-term debt
   Accounts payable                         --        43,226         27,483             --         70,709
   Other payables and
    accrued liabilities                 10,739        41,630         56,470             --        108,839
----------------------------------------------------------------------------------------------------------

Total current liabilities               12,739        94,830         97,193             --        204,762
Long-term debt                         402,000            --             --             --        402,000
Deferred revenue                            --            --         78,284             --         78,284
Due to subsidiaries                    119,293       507,395        110,393       (737,081)            --
Other noncurrent liabilities               100        60,589         15,592             --         76,281
----------------------------------------------------------------------------------------------------------

Total liabilities                      534,132       662,814        301,462       (737,081)       762,252
----------------------------------------------------------------------------------------------------------

Member's equity:
   Holders' equity                     168,209        92,888         20,598       (117,973)       163,722
   Accumulated deficit                 (14,849)       (5,801)       (22,114)            --        (42,764)
   Accumulated other
    comprehensive income                    --        (2,059)        (2,519)            --         (4,578)
----------------------------------------------------------------------------------------------------------

Total member's equity                  153,360        85,028         (4,035)      (117,973)       115,455
----------------------------------------------------------------------------------------------------------

                                      $687,492      $747,842       $297,427      $(855,054)     $ 877,707
----------------------------------------------------------------------------------------------------------
</TABLE>


                                        9
<PAGE>

                               GROVE WORLDWIDE LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(6)  Supplemental Condensed Combined Financial Information (continued)

Condensed Consolidating Statement of Operations and Comprehensive Income for the
three months ended April 3, 1999 (restated)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                  Grove
                                              Worldwide    Subsidiary           Other                     Consolidated
                                                    LLC    Guarantors    subsidiaries    Eliminations           totals
-----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>             <C>            <C>              <C>
Net sales                                      $     --      $143,527        $ 72,437       $ (29,920)       $ 186,044
Cost of goods sold                                   --       117,347          60,226         (29,920)         147,653
-----------------------------------------------------------------------------------------------------------------------

Gross profit                                         --        26,180          12,211              --           38,391

Selling, engineering, general and
   administrative expenses                        4,515        17,072           9,944              --           31,531
-----------------------------------------------------------------------------------------------------------------------

Income (loss) from operations                    (4,515)        9,108           2,267              --            6,860

Interest expense                                  9,387        10,006           1,941         (11,063)          10,271
Other income (expense), net                      10,502         1,209             279         (11,063)             927
-----------------------------------------------------------------------------------------------------------------------

Income (loss) before income taxes                (3,400)          311             605              --           (2,484)

Income taxes                                         --           233           1,655              --            1,888
-----------------------------------------------------------------------------------------------------------------------

Net income (loss)                                (3,400)           78          (1,050)             --           (4,372)

Change in foreign currency
   translation adjustment                            --            --          (7,151)             --           (7,151)
-----------------------------------------------------------------------------------------------------------------------

Comprehensive income (loss)                    $ (3,400)       $   78        $ (8,201)      $      --        $ (11,523)
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

Condensed Combining Statement of Operations and Comprehensive Income of the
Predecessor for the three months ended March 28, 1998

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                             Subsidiary           Other                        Combined
                                             Guarantors    subsidiaries    Eliminations          totals
--------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>            <C>             <C>
Net sales                                      $149,117        $ 69,663       $ (17,835)      $ 200,945
Cost of goods sold                              113,634          64,233         (17,916)        159,951
--------------------------------------------------------------------------------------------------------

Gross profit                                     35,483           5,430              81          40,994

Selling, engineering, general and
   administrative expenses                       20,335          12,065              --          32,400
--------------------------------------------------------------------------------------------------------

Income (loss) from operations                    15,148          (6,635)             81           8,594

Interest expense                                  1,292              54              --           1,346
Other income (expense), net                       1,465          (4,744)             --          (3,279)
--------------------------------------------------------------------------------------------------------

Income (loss) before income taxes                15,321         (11,433)             81           3,969

Income taxes                                      6,128              --              --           6,128
--------------------------------------------------------------------------------------------------------

Net income (loss)                                 9,193         (11,433)             81          (2,159)

Change in foreign currency
   translation adjustment                            --             (65)             --             (65)
--------------------------------------------------------------------------------------------------------

Comprehensive income (loss)                     $ 9,193       $ (11,498)      $      81        $ (2,224)
--------------------------------------------------------------------------------------------------------
</TABLE>


                                       10
<PAGE>

                               GROVE WORLDWIDE LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(6)  Supplemental Condensed Combined Financial Information (continued)

Condensed Consolidating Statement of Operations and Comprehensive Income for the
six months ended April 3, 1999 (restated)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                  Grove
                                              Worldwide    Subsidiary           Other                     Consolidated
                                                    LLC    Guarantors    subsidiaries    Eliminations           totals
-----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>            <C>             <C>              <C>
Net sales                                      $     --      $253,030       $ 148,506       $ (51,167)       $ 350,369
Cost of goods sold                                   --       208,219         127,843         (51,167)         284,895
-----------------------------------------------------------------------------------------------------------------------

Gross profit                                         --        44,811          20,663              --           65,474

Selling, engineering, general and
   administrative expenses                        8,339        33,080          21,630              --           63,049
-----------------------------------------------------------------------------------------------------------------------

Income (loss) from operations                    (8,339)       11,731            (967)             --            2,425

Interest expense                                 19,054        19,902           3,960         (22,178)          20,738
Other income (expense), net                      21,481         2,433             603         (22,178)           2,339
-----------------------------------------------------------------------------------------------------------------------

Income (loss) before income taxes                (5,912)       (5,738)         (4,324)             --          (15,974)

Income taxes                                         --           310           2,511              --            2,821
-----------------------------------------------------------------------------------------------------------------------

Net income (loss)                                (5,912)       (6,048)         (6,835)             --          (18,795)

Change in foreign currency
   translation adjustment                            --            --          (9,860)             --           (9,860)
-----------------------------------------------------------------------------------------------------------------------

Comprehensive income (loss)                    $ (5,912)     $ (6,048)      $ (16,695)      $      --        $ (28,655)
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

Condensed Combining Statement of Operations and Comprehensive Income of the
Predecessor for the six months ended March 28, 1998

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                             Subsidiary           Other                        Combined
                                             Guarantors    subsidiaries    Eliminations          totals
--------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>             <C>             <C>
Net sales                                      $296,866       $ 144,505       $ (35,468)      $ 405,903
Cost of goods sold                              227,529         129,731         (35,923)        321,337
--------------------------------------------------------------------------------------------------------

Gross profit                                     69,337          14,774             455          84,566

Selling, engineering, general and
   administrative expenses                       42,588          24,089              --          66,677
--------------------------------------------------------------------------------------------------------

Income (loss) from operations                    26,749          (9,315)            455          17,889

Interest expense                                  1,772              96              --           1,868
Other income (expense), net                       3,145          (4,744)             --          (1,599)
--------------------------------------------------------------------------------------------------------

Income (loss) before income taxes                28,122         (14,155)            455          14,422

Income taxes                                     11,174              --              --          11,174
--------------------------------------------------------------------------------------------------------

Net income (loss)                                16,948         (14,155)            455           3,248

Change in foreign currency
   translation adjustment                            --           1,653              --           1,653
--------------------------------------------------------------------------------------------------------

Comprehensive income (loss)                    $ 16,948       $ (12,502)      $     455         $ 4,901
--------------------------------------------------------------------------------------------------------
</TABLE>


                                       11
<PAGE>

                               GROVE WORLDWIDE LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(6)  Supplemental Condensed Combined Financial Information (continued)

Condensed Consolidating Statement of Cash Flows for the six months ended
April 3, 1999

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                Grove
                                            Worldwide     Subsidiary          Other     Consolidated
                                                  LLC     Guarantors   subsidiaries           totals
-----------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>             <C>              <C>
Operating activities

Net cash provided by
   operating activities                       $ 1,966      $ (20,262)      $ 19,147         $    851
-----------------------------------------------------------------------------------------------------

Investing activities
Capital expenditures                               --         (3,270)          (810)          (4,080)
Investment in equipment
   held for rent                                   --             --        (19,189)         (19,189)
Proceeds from sales of equipment                   --            779             --              779
Cash received from Hanson PLC                      --         10,500             --           10,500
-----------------------------------------------------------------------------------------------------

Net cash used in
   investing activities                            --          8,009        (19,999)         (11,990)
-----------------------------------------------------------------------------------------------------

Financing activities
Net proceeds from
   short-term borrowings                           --          8,187             --            8,187
Principal payments
   on long-term debt                          (11,000)            --             --          (11,000)
Advances to Grove Holdings LLC                   (838)            --             --             (838)
-----------------------------------------------------------------------------------------------------

Net cash used in
   financing activities                       (11,838)         8,187             --           (3,651)
-----------------------------------------------------------------------------------------------------

Net increase in cash
   and cash equivalents                        (9,872)        (4,066)          (852)         (14,790)

Cash and cash equivalents,
   beginning of period                         16,376          6,052         11,861           34,289
-----------------------------------------------------------------------------------------------------

Cash and cash equivalents,
   end of period                              $ 6,504      $   1,986       $ 11,009         $ 19,499
-----------------------------------------------------------------------------------------------------
</TABLE>


                                       12
<PAGE>

                               GROVE WORLDWIDE LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(6)  Supplemental Condensed Combined Financial Information (continued)

Condensed Combining Statement of Cash Flows of the Predecessor for the six
months ended March 28, 1998

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
                                      Subsidiary           Other        Combined
                                      Guarantors    subsidiaries          totals
---------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>
Operating activities

Net cash provided by
   operating activities                 $ 56,290        $ 29,728        $ 86,018
---------------------------------------------------------------------------------

Investing activities
Capital expenditures                      (9,246)         (5,951)        (15,197)
Investment in equipment
   held for rent                              --         (16,380)        (16,380)
Other investing activities                   259           3,371           3,630
---------------------------------------------------------------------------------

Net cash used in
   investing activities                   (8,987)        (18,960)        (27,947)
---------------------------------------------------------------------------------

Financing activities
Net proceeds from
   short-term borrowings                      --           2,639           2,639
Other financing activities               (46,639)        (15,010)        (61,649)
---------------------------------------------------------------------------------

Net cash used in
   financing activities                  (46,639)        (12,371)        (59,010)
---------------------------------------------------------------------------------

Net increase in cash
   and cash equivalents                      664          (1,603)           (939)

Cash and cash equivalents,
   beginning of period                      (492)          5,516           5,024
---------------------------------------------------------------------------------

Cash and cash equivalents,
   end of period                        $    172         $ 3,913         $ 4,085
---------------------------------------------------------------------------------
</TABLE>

(7)   Restatement

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


                                       13
<PAGE>

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

      The following discussion should be read in conjunction with the condensed
consolidated financial statements and related notes thereto of Grove Worldwide
LLC included in this report.

Introduction

      Grove Worldwide LLC primarily manufactures and sells new mobile hydraulic
cranes, aerial work platforms and truck mounted cranes. In addition, Grove
Worldwide LLC has net sales from 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 distributors in France,
Germany, and the United Kingdom. Grove Worldwide LLC is a wholly owned
subsidiary of Grove Holdings LLC ("Holdings"), which is a wholly owned
subsidiary of Grove Investors LLC ("Investors").

      In April 1998, Grove Worldwide LLC acquired from Hanson PLC and certain of
its subsidiaries ("Hanson") all of the assets of Hanson's United States mobile
hydraulic crane and aerial work platform operations, the capital stock of
Hanson's United States truck-mounted crane operation and the capital stock of
Hanson's British, French, German and Australian crane and aerial work platform
subsidiaries (the "Acquisition") for an aggregate purchase price of
approximately $583.0 million. The purchase price was subject to a post closing
adjustment for which Grove Worldwide LLC received $27.3 million from Hanson.

      Operating results for fiscal 1999 are expected to be influenced by various
internal and external factors. These factors include, among other things, (i)
continued improvement in sales volume, (ii) implementation of operations
improvement programs designed to improve profitability, and (iii) fluctuations
in interest rates.

The results of operations for the three and six months ended April 3, 1999 have
been restated. See note 7 to the condensed consolidated financial statements.

13 Week Period Ended April 3, 1999 Compared to
13 Week Period Ended March 28, 1998

Results of Operations

      Net sales for the second quarter of 1999 were $186.0 million as compared
to $200.9 million for the second quarter of 1998, a decrease of $14.9 million or
7.4%. This reduction was primarily associated with reduced sales volume for
aerial work platform equipment. Although net sales decreased as compared to
1998, Grove Worldwide LLC's sales backlog at the end of the second quarter of
1999 was higher than at the close of the first quarter of 1999 by approximately
$41.0 million or 24%. This increased backlog is partially associated with new
customers resulting from Grove Worldwide LLC's participation in the CONEXPO
Trade Show and new product introductions.

      Gross profit as a percentage of net sales increased to 20.6% for the
second quarter of 1999 from 20.4% in the second quarter of 1998 primarily as a
result of cost saving programs initiated by Grove Worldwide LLC offset by
reduced sales volume of aerial work platform equipment. In addition, gross
profit as a percentage of net sales in the second quarter of 1999 was reduced by
the shifting of Sunderland, U.K. manufacturing production requirements to the
United States.

      Selling, engineering, general and administrative expenses for the second
quarter of 1999 were $31.5 million (restated) compared to $32.4 million for the
second quarter of 1998. Selling, engineering, general and administrative
expenses included approximately $1.8 million of consulting costs which were
offset by reductions from cost saving programs. Also, selling, engineering,
general and administrative expenses increased as a percentage of net sales to
16.9% (restated) in 1999 from 16.1% in 1998. This increase was primarily
associated with the reduced sales volume offset by cost saving programs
initiated by Grove Worldwide LLC.

      Income from operations decreased $1.7 million to $6.9 million (restated)
for the second quarter of 1999 from $8.6 million in the second quarter of 1998
primarily due to the reduction in sales volume discussed above.

      Interest and debt issuance expense increased to $10.3 million for the
second quarter of 1999 from $1.3 million for the second quarter of 1998
primarily due to the debt incurred to finance the Acquisition and the change in
Grove Worldwide LLC's capital structure. See notes 1 and 2 to the condensed
consolidated financial statements.

      Other income (expense), net increased to $0.9 million for the second
quarter of 1999 from an expense of $3.3 million for the second quarter of 1998
primarily due to a loss in 1998 on the sale of land and buildings by


                                       14
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (continued)

the Predecessor's U.K. subsidiary to Hanson. Immediately after the sale, Hanson
leased the property back to Grove Worldwide LLC.

       Income taxes were $1.9 million for the second quarter of 1999 as compared
to $6.1 million for the second quarter of 1998. This decrease was primarily
related to Grove Worldwide LLC's structure as a limited liability company
following the Acquisition.

26 Week Period Ended April 3, 1999 Compared to
26 Week Period Ended March 28, 1998

Results of Operations

      Net sales for the twenty-six week period ended April 3, 1999 were $350.4
million as compared to $405.9 million for the twenty-six week period ended March
28, 1998, a decrease of $55.5 million or 13.7%. This reduction primarily
resulted from reduced sales volume during the first half of fiscal year 1999 and
the repositioning of certain aerial work platform manufacturing operations
between Sunderland and the United States. However, as previously discussed,
Grove Worldwide LLC's sales backlog has increased at the end of the second
quarter of 1999 as compared to the first quarter of 1999 by approximately $41.0
million or 24%. This increased backlog is partially associated with new
customers resulting from Grove Worldwide LLC's participation in the CONEXPO
Trade Show and new product introductions.

      Gross profit as a percentage of net sales decreased to 18.7% for the
twenty-six week period ended April 3, 1999 from 20.8% in the twenty-six week
period ended March 28, 1998 primarily due to the reduced sales volume and
inefficiencies associated with implementation of the new business system
initiatives.

      Selling, engineering, general and administrative expenses for the
twenty-six week period ended April 3, 1999 were $63.0 million (restated)
compared to $66.7 million for the twenty-six week period ended March 28, 1998.
This decrease was primarily associated with reductions from cost saving programs
offset by increased consulting costs of approximately $3.8 million. Also,
selling, engineering, general and administrative expenses increased as a
percentage of net sales to 18.0% (restated) in 1999 from 16.4% in 1998. This
increase was primarily associated with the reduced sales volume offset by cost
saving programs initiated by Grove Worldwide LLC.

      Income from operations decreased to $2.4 million (restated) for the
twenty-six week period ended April 3, 1999 from $17.9 million in the twenty-six
week period ended March 28, 1998 primarily due to the reasons discussed above.

      Interest and debt issuance expense increased to $20.7 million for the
twenty-six week period ended April 3, 1999 from $1.9 million for the twenty-six
week period ended March 28, 1998 primarily due to the debt incurred to finance
the Acquisition and the change in Grove Worldwide LLC's capital structure. See
notes 1 and 2 to the condensed consolidated financial statements.

      Other income (expense), net increased to $2.3 million for 1999 from an
expense of $1.6 million for 1998 primarily due to a loss in 1998 on the sale of
land and buildings by the Predecessor's U.K. subsidiary to Hanson. Immediately
after the sale Hanson leased the property back to Grove Worldwide LLC.

      Income taxes were $2.8 million for 1999 as compared to $11.2 million for
1998. This decrease was primarily related to Grove Worldwide LLC's structure as
a limited liability company following the Acquisition.

Backlog

      Net sales backlog as of May 8, 1999 was $258.4 million as compared to
$278.5 million at May 16, 1998.

Liquidity and Capital Resources

      Grove Worldwide LLC is a holding company whose operations are conducted
through its domestic and foreign subsidiaries. The liquidity requirements of
Grove Worldwide LLC consist primarily of debt related payments and operating
cash requirements.

      The debt related payments consist principally of principal and interest on
outstanding indebtedness and the operating cash requirements principally relate
to working capital requirements and capital expenditures. Grove Worldwide LLC
believes that cash flow from operating activities, cash on hand and periodic
borrowings under its revolving credit facility, if necessary, will be adequate
to meet liquidity requirements. The ability to meet such liquidity requirements
could be impaired if Grove Worldwide LLC were to fail to comply with any
covenants contained in its credit agreements and such noncompliance was not


                                       15
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (continued)

cured or waived by the lenders or contained in its indentures. Grove Worldwide
LLC was in compliance with covenants set forth in its credit agreement as of
April 3, 1999 and expect to be in compliance with such covenants for the
foreseeable future.

      Cash and cash equivalents decreased $14.8 million during 1999 to $19.5
million at April 3, 1999 from $34.3 million at October 3, 1998 primarily due to
cash used for net operating assets, capital expenditures, and debt repayments.
Working capital decreased $27.7 million during 1999 to $162.5 million at April
3, 1999 from $190.2 million at October 3, 1998 primarily due to cash used for
capital expenditures, debt repayments and the decreased operating results as
compared to 1998. Net operating assets and liabilities (comprised of accounts
receivable, inventories and accounts payable) increased $8.6 million during 1999
to $266.2 million at April 3, 1999 from $257.6 million at October 3, 1998
primarily due to increases of inventories and decreases in accounts receivable
and accounts payable. The increase in inventories is primarily due to the
increased sales backlog at April 3, 1999. The decreases in accounts receivable
and accounts payable are primarily due to the timing of cash receipts and cash
payments.

      Cash flow provided by operating activities decreased to $0.9 million for
the twenty-six weeks ended April 3, 1999 as compared to $86.0 million for the
twenty-six weeks ended March 28, 1998 primarily due to the reduced 1999
operating results and the sale of notes receivable in 1998.

      During the twenty-six weeks ended April 3, 1999, Grove Worldwide LLC
received a payment from Hanson PLC of $10.5 million in final settlement of the
purchase price and made $11.0 million of payments on its bank loan and borrowed
$8.2 million in short-term borrowings. Capital expenditures were approximately
$4.1 million for the twenty-six weeks ended April 3, 1999 and are expected to be
approximately $15.7 million for fiscal 1999.

Certain Subsidiaries of Grove Worldwide LLC

      In connection with the Acquisition, Grove Worldwide LLC and its wholly
owned subsidiary, Grove Capital, a Delaware corporation, issued the Senior
Subordinated Notes. Grove Capital was organized as a direct wholly owned
subsidiary of Grove Worldwide LLC 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. 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 Grove Worldwide, 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 assets, no liabilities (other than the Senior Subordinated
Notes and as a borrower under the New Credit Facility) 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.

      The payment obligations of Grove Worldwide LLC and Grove Capital under the
Senior Subordinated Notes are fully and unconditionally guaranteed (the
"Subsidiary Guarantees") on a joint and several basis by the Subsidiary
Guarantors 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 Grove
Worldwide LLC's domestic operating subsidiaries and


                                       16
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (continued)

together hold substantially all of Grove Worldwide LLC's domestic assets. The
remaining subsidiaries of Grove Worldwide LLC, 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. Grove Worldwide LLC considers that such
financial statements would not be material to investors because: (i) this report
does include, in the notes to the condensed consolidated financial statements of
Grove Worldwide LLC, 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
Grove Worldwide LLC; 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 Grove Worldwide LLC's subsidiaries to make cash
distributions and loans to Grove Worldwide LLC and the Subsidiary Guarantors is
not significantly restricted under the terms of the Senior Subordinated Notes,
the Indenture governing the Senior Subordinated Notes, the Indenture governing
the Debentures or the New 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
Grove Worldwide LLC's Non-Guarantor Subsidiaries, see Note 6 of the Condensed
Consolidated Financial Statements of Grove Worldwide LLC.

Management Information Systems and the Impact of Year 2000

      Certain computer programs and microprocessors use two digits rather than
four to define the applicable year. Computer programs that have date-sensitive
software and microprocessors may recognize a date using "00" as the year 1900
rather than the year 2000. This phenomenon (the "Year-2000 issue") could cause a
disruption of operations, including, among other things, a temporary inability
to utilize manufacturing equipment, send invoices or engage in similar normal
business activities.

      In fiscal 1995, a Year-2000 assessment was conducted of all management
information systems used at its crane and aerial work platform facilities in the
United States, United Kingdom and Germany. Upon completing this review in
October 1995, a campaign was designed to replace all existing software and
hardware that was not Year-2000 compliant (the "Year-2000 Project"). In addition
to replacing all business application software and hardware, the Year-2000
Project was designed to provide improved business processes and procedures.

      Grove Worldwide LLC determined that the Year-2000 Project would not need
to be implemented at its National Crane facility in Waverly, Nebraska. National
Crane implemented upgrades to all of its existing hardware and software and
converted all of its data. Management believes the completion of this project
has rendered all of National Crane's major computer systems Year-2000 compliant.

      The Year-2000 Project is expected to be completed in September 1999 and
will have a total cost of approximately $38.0 million, of which approximately
$35.0 million had been expended as of April 3, 1999. If the Year-2000 Project is
delayed, Grove Worldwide LLC will be required to shorten its planning horizons
and replace certain computerized functions, such as inventory and
work-in-process tracking, billing and order processing, with manual systems. Any
such delay could result in parts shortages and slow the delivery of products to
Grove Worldwide LLC customers. Management believes that all of Grove Worldwide
LLC's major computer systems will be rendered Year-2000 compliant. If such
modifications and conversions are not completed in a timely manner, the
Year-2000 Issue could have a material impact on the operations of Grove
Worldwide LLC.

      Grove Worldwide LLC has also polled the manufacturers of its computerized
numerical control ("CNC") manufacturing/production equipment. Grove Worldwide
LLC has been informed by such manufacturers that there are no Year-2000 Issues
with respect to Grove Worldwide LLC's CNC equipment at its Shady Grove,
Pennsylvania and Waverly, Nebraska facilities. Grove Worldwide LLC is also
conducting an internal review of its CNC equipment to confirm its Year-2000
readiness. Although management believes that the Year-2000 Issue will not have a
material adverse impact on its CNC equipment, there can be no assurance that it
will not.


                                       17
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (continued)

      In addition, Grove Worldwide LLC has initiated communications with
suppliers and customers to determine the extent to which Grove Worldwide LLC may
be vulnerable to such parties' failure to remediate their own Year-2000 Issues.
There can be no guarantee that the systems of other companies on which Grove
Worldwide LLC's systems rely will be timely converted, or that a failure to
convert by another company, or a conversion that is incompatible with Grove
Worldwide LLC's systems, would not have material adverse impact on Grove
Worldwide LLC. However, based on its current assessment, management believes
that the Year-2000 Issue will not have a material adverse impact on Grove
Worldwide LLC's future results of operations or financial conditions, although
there can be no assurance that such will be the case.

New Accounting Standards

      Statement of Financial Accounting Standards No. 131 ("SFAS No. 131"),
"Disclosures about Segments of an Enterprise and Restated Information," was
issued by the Financial Accounting Standards Board in June 1997. This statement
establishes standards for reporting information about operating segments in
annual financial statements and requires reporting of selected financial
information about operating segments in interim financial reports issued to
stockholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers. Grove Worldwide
LLC will adopt SFAS No. 131 for the year ended 1999 reporting. Grove Worldwide
LLC is evaluating the impact, if any, the standard will have on its present
segment reporting.

      In February 1998 the Financial Accounting Standards Board issued SFAS No.
132, "Employers' Disclosures about Pension and Other Postretirement Benefits"
("SFAS No. 132"), which is effective for fiscal years beginning after December
15, 1997. SFAS No. 132 revised the required disclosures about pension and other
postretirement benefit plans. Grove Worldwide LLC will adopt SFAS No. 132 for
year ended 1999 reporting.

      In June 1998 the Financial Accounting Standards Board issued SFAS No. 133
("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 133 established new procedures for accounting for
derivatives and hedging activities and supersedes and amends a number of
existing standards. The statement is effective for fiscal years beginning after
June 15, 1999.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

      As of April 3, 1999, $179.0 million of Grove Worldwide LLC's long-term
debt, which is outstanding under its bank term facility, bears interest at LIBOR
plus 2.5% (7.25%). In addition Grove Worldwide LLC has $225.0 million of Senior
Subordinated Notes outstanding bearing interest at a fixed rate of 9.25%.

      Grove Worldwide LLC 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, Grove Worldwide LLC 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 Grove Worldwide
LLC's exposure on $100.0 million of its floating rate debt at 6.5% plus the
applicable margin.

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

      In order to manage currency risk, Grove Worldwide LLC's practice is to
contract for purchases and sales of goods and services in the functional
currency of Grove Worldwide LLC's subsidiary executing the transaction. To the
extent purchases or sales are in currencies other than the functional currency
of the subsidiary, Grove Worldwide LLC will generally purchase forward contracts
to hedge firm purchase and sales commitments. As of April 3, 1999, Grove
Worldwide LLC was party to 10 such contracts with an aggregate value of $15.1
million. These forward contracts generally have average maturities of less than
three months. Grove Worldwide LLC has not taken any action at this time to hedge
its net investment in foreign subsidiaries but may do so in the future. Grove
Worldwide LLC does not have any commodity contracts.


                                       18
<PAGE>

Part II - Other Information

Item 1.    Legal Proceedings

           Grove Worldwide LLC 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 Grove Worldwide
           LLC, is unlikely to have a material adverse effect to Grove Worldwide
           LLC. Grove Worldwide LLC is also subject to product liability claims
           for which it believes it has adequate insurance.

Item 2.    Changes in Securities

           None.

Item 3.    Defaults Upon Senior Securities

           None.

Item 4.    Submission of Matters to a Vote of Security Holders.

           None.

Item 5.    Other Information

           None.

Item 6.    Exhibits and Reports on Form 8-K

          (a) Exhibits

27            -  Financial Data Schedule for the quarter ended April 3, 1999.
                 (Filed herein).

----------------------------

          (b) The Company filed the following Current Reports on Form 8-K:

              None


                                       19
<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                 GROVE WORLDWIDE LLC

Date:   May 16, 2000
                                              By: /s/ Stephen L. Cripe
                                                 ---------------------------
                                                 Stephen L. Cripe
                                                 Senior Vice President and
                                                 Chief Financial Officer
                                                 (Principal Financial Officer)


                                       20