<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(MARK ONE)

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

                  For the quarterly period ended April 1, 2000

                                       OR

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

               For the transition period from ________ to ________

                                   ----

                       Commission File Number 333-57609

                                   ----

                              GROVE HOLDINGS LLC
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                   ----

                                   DELAWARE
           (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
                                   ----
                                  52-2089667
                               (I.R.S. EMPLOYER
                             IDENTIFICATION NUMBER)

                                   ----

                            1565 BUCHANAN TRAIL EAST
                       SHADY GROVE, PENNSYLVANIA 17256
                                (717) 597-8121
          (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
                 AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                                    ----
Indicate by check mark whether the registrant (1) has filed all the reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past ninety days. Yes /X/  No / /


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

<PAGE>


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

                                                                PAGE
                                     PART I

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

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

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

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

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


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

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


                                     PART II

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

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

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

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

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

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


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


                                       i


<PAGE>


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

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

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


                                       ii

<PAGE>


SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

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


                                       iii
<PAGE>

                                     PART I



ITEM 1.       FINANCIAL STATEMENTS


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


                                                            1999 *     2000
                                                            ------     ----

ASSETS
Current assets:
    Cash and cash equivalents                             $  16,864  $ 14,075
    Trade receivables, net                                  142,271   124,558
    Notes receivable                                          5,425     4,625
    Inventories                                             193,123   208,355
    Prepaid expenses and other current assets                 7,405    11,072
                                                         ----------  --------
              Total current assets                          365,088   362,685


Property, plant and equipment, net                          213,731   205,622
Goodwill, net                                               269,556   264,513
Other assets                                                 14,998    15,773
                                                         ----------  --------
                                                          $ 863,373  $848,593
                                                         ==========  =========


LIABILITIES AND MEMBER'S EQUITY
Current liabilities:
    Current maturities of long-term debt                  $  12,000  $ 12,000
    Short-term borrowings                                    19,108    20,945
    Accounts payable                                         75,370    85,335
    Accrued expenses and other current liabilities           84,946    86,371
                                                         ----------  --------
              Total current liabilities                     191,424   204,651



Deferred revenue                                             74,368    73,274
Long-term debt                                              459,892   463,207
Other liabilities                                            90,127    91,660
                                                         ----------  --------
              Total liabilities                             815,811   832,792
                                                         ----------  --------


Member's equity:
    Invested capital                                        115,886   116,412
    Accumulated deficit                                     (58,659)  (84,081)
    Accumulated other comprehensive loss                     (9,665)  (16,530)
                                                         ----------  --------
              Total member's equity                          47,562    15,801
                                                         ----------  --------

                                                          $ 863,373  $848,593
                                                         ==========  =========




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


                                       1

<PAGE>


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





                                    THREE MONTHS ENDED     SIX MONTHS ENDED
                                     1999       2000       1999        2000
                                   ---------   -------    -------    ------
                                  (Restated)            (Restated)



Net sales                        $  186,044 $   203,946   $350,369 $  383,022
Cost of goods sold                  147,653     168,341    284,895    317,543
                                  --------- -----------   -------- ----------
    Gross profit                     38,391      35,605     65,474     65,479

Selling, engineering, general
    and administrative expenses      29,868      26,741     59,564     54,651
Amortization of goodwill              1,663       1,749      3,486      3,520
Restructuring charges                    --         917         --      5,895
                                  --------- -----------   -------- ----------
    Income from operations            6,860       6,198      2,424      1,413

Interest expense, net               (10,849)    (13,050)   (21,381)   (24,692)
Other expense, net                      (13)       (178)       (54)      (294)
                                  --------- -----------   -------- ----------

    Loss before
      income taxes                   (4,002)     (7,030)   (19,011)   (23,573)
Income taxes                          1,888       1,689      2,821      2,151
                                  --------- -----------   -------- ----------

    Loss before cumulative
      effect of change in
      accounting principle           (5,890)     (8,719)   (21,832)   (25,724)

Cumulative effect of
    a change in accounting
    principle (note 6)                   --          --         --        302
                                  --------- -----------   -------- ----------
         Net loss                $   (5,890)$    (8,719)  $(21,832)$  (25,422)
                                 ========== ===========   ======== ==========






See accompanying notes to condensed consolidated financial statements.

                                       2


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



<TABLE>
<CAPTION>


                                         THREE MONTHS ENDED     SIX MONTHS ENDED
                                           1999       2000       1999       2000
                                         ---------  --------    -------- ----------
                                         (Restated)            (Restated)

<S>                                    <C>         <C>        <C>        <C>

Net loss                               $   (5,890) $  (8,719) $ (21,832) $ (25,422)

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

Change in foreign currency translation
    adjustment                             (7,151)    (5,590)    (9,860)    (6,865)
                                       ----------- ---------  ---------- ---------
           Comprehensive loss          $  (13,041) $ (15,557) $ (31,692) $ (33,535)
                                       =========== =========  ========== =========

</TABLE>



See accompanying notes to condensed consolidated financial statements.


                                       3

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



<TABLE>

<CAPTION>

                                                                  1999      2000
                                                              --------- ---------
                                                             (Restated)

<S>                                                        <C>           <C>

Cash flows from operating activities:
   Net loss                                                 $  (21,832) $(25,422)
   Adjustments to reconcile to net loss to net
    cash provided by operating activities:
     Depreciation and amortization                               9,600     9,906
     Depreciation of equipment held for rent                     8,681     6,850
     Amortization of deferred financing costs                      962     1,151
     Accretion of interest on senior discount debentures         2,938     3,380
     Loss on sales of property, plant
       and equipment                                                --        13
     Deferred income tax expense (benefit)                          53      (245)
     Changes in operating assets and liabilities:
       Trade receivables, net                                    6,473    10,609
       Notes receivable                                          1,628       719
       Inventories                                             (18,668)  (22,539)
       Trade accounts payable                                    3,710    16,044
       Other assets and liabilities, net                         7,494     8,165
                                                              --------- ---------
       Net cash provided by operating activities                 1,039     8,631
                                                              --------- ---------

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

Cash flows from financing activities:
   Net short-term borrowings                                     8,187     1,779
   Repayments of long-term debt, net                           (11,000)   (1,000)
   Other                                                          (838)       53
                                                              --------- ---------
       Net cash (used in) provided by financing activities      (3,651)      832
                                                              --------- ---------
Effect of exchange rate changes on cash                           (188)     (157)
                                                              --------- ---------
       Net change in cash and cash equivalents                 (14,790)   (2,789)
Cash and cash equivalents, beginning of period                  34,289    16,864
                                                              ========= =========
Cash and cash equivalents, end of period                    $   19,499  $ 14,075
                                                              ========= =========

</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>



  (1) BASIS OF PRESENTATION

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

      Grove Holdings LLC ("Holdings") is a sole member limited liability company
      formed pursuant to the provisions of the Delaware Limited Liability
      Company Act. Holdings is a sole member limited liability company that is
      owned by Grove Investors LLC ("Investors"). Holdings conducts all of its
      business through Grove Worldwide LLC (the "Company"). All earnings of
      Holdings are available for distribution to Investors subject to
      restrictions contained in Holdings' debt agreements.

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

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

  (2) INVENTORY

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

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

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




                                       5

<PAGE>



  (3) INCOME TAXES

      A significant portion of the Company's business is operated as a limited
      liability company organized under the laws of Delaware. Accordingly,
      earnings of the Company's U.S. mobile hydraulic crane and aerial work
      platform businesses, as well as, earnings from its foreign subsidiaries
      will not be directly subject to U.S. income taxes. Such taxable income
      will be allocated to the equity holders of Investors and they will be
      responsible for U.S. income taxes on such taxable income. The Company
      intends to make distributions, in the form of dividends, to enable the
      equity holders of Investors to meet their tax obligations with respect to
      income allocated to them by the Company. No distributions were made for
      taxes in the year ended October 2, 1999 or the six months ended April 1,
      2000.

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


  (4) RESTRUCTURING

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


  (5) ACCUMULATED OTHER COMPREHENSIVE LOSS

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

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


  (6) SEGMENT INFORMATION

      The Company is an international designer, manufacturer and marketer of a
      comprehensive line of mobile hydraulic cranes, aerial work platforms and
      truck-mounted cranes. The Company markets its products through three
      operating divisions; Grove Crane, Grove Manlift and National Crane. Grove
      Crane manufactures mobile hydraulic cranes in its Shady Grove,
      Pennsylvania and Wilhelmshaven, Germany manufacturing facilities. Grove
      Manlift manufactures aerial work platforms in its Shady Grove,
      Pennsylvania and Tonneins, France manufacturing facilities. National Crane

                                       6

<PAGE>



      manufactures truck-mounted cranes in its Waverly, Nebraska manufacturing
      facility. Information for each of the Company's operating division's
      follows:

<TABLE>
<CAPTION>



                                                                       Corporate,
                                         Grove      Grove    National Eliminations,
                                         Crane     Manlift     Crane   and other     Total
                                       --------- ---------- ---------- -----------   -----

<S>                                     <C>        <C>       <C>        <C>         <C>

For the three months
  ended April 1, 2000
   Net sales                            $146,180    $33,462   $ 24,322  $    (18)    $203,946
   Depreciation and amortization           2,730        119        265     1,749        4,863
   Income (loss) from operations          10,650     (2,119)     2,720    (5,053)       6,198
   Capital expenditures                    1,142        183        175        --        1,500

For the three months
  ended April 3,1999
   Net sales                            $131,893    $37,331   $ 16,844  $    (24)    $186,044
   Depreciation and amortization           2,444         79        232     1,664        4,419
   Income (loss) from operations          14,655       (338)     1,813    (9,270)       6,860
   Capital expenditures                    2,889         19        222        --        3,130

As of and for the six months
  ended April 1, 2000
   Net sales                            $272,002    $67,370   $ 43,642  $      8     $383,022
   Depreciation and amortization           5,655        201        530     3,520        9,906
   Income (loss) from operations          17,672     (4,191)     4,706   (16,774)       1,413
   Total assets                          440,518     85,186     38,967   283,922      848,593
   Capital expenditures                    2,186        271        364        --        2,821

As of and for six months
  ended April 3, 2000
   Net sales                            $247,244    $70,973   $ 32,200  $    (48)    $350,369
   Depreciation and amortization           5,485        161        467     3,487        9,600
   Income (loss) from operations          18,863     (1,893)     3,154   (17,700)       2,424
   Total assets                          491,162     50,635     41,636   279,940      863,373
   Capital expenditures                    3,490        173        417        --        4,080

</TABLE>




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


<PAGE>


  (7) ADOPTION OF NEW ACCOUNTING STANDARDS

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

      INTEREST RATE RISK

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

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

      FOREIGN CURRENCY RISK

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

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

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


                                       8

<PAGE>


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

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


OVERVIEW

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

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

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

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

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

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


                                       9

<PAGE>


RESULTS OF OPERATIONS

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

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

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

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

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

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

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

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

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

                                       10


<PAGE>


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

INTEREST EXPENSE. Interest expense increased $2.3 million to $13.1 million for
the fiscal 2000 three months from $10.9 million in the fiscal 1999 three months
primarily as the result of higher borrowings on the Company's line of credit and
higher rates on those borrowings.

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

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

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

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

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

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

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

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


                                       11

<PAGE>


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

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

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

INTEREST EXPENSE. Interest expense increased $3.3 million to $24.7 million for
the fiscal 2000 three months from $21.4 million in the fiscal 1999 three months
primarily as the result of higher borrowings on the Company's line of credit and
higher rates on those borrowings.

LIQUIDITY AND CAPITAL RESOURCES

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

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

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


                                       12

<PAGE>


GROVE HOLDINGS CAPITAL, INC.

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

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

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


                                       13

<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
        MARKET RISK

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

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

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

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

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

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

The Company does not have any commodity contracts.


                                       14


<PAGE>


                                     PART II

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES

        Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

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

        Not applicable.

ITEM 5. OTHER INFORMATION

        Not applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits.

Exhibit No.    Description of Exhibit
27.1*          Financial Data Schedule.

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

(b) Reports on Form 8-K


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


                                       15



<PAGE>


SIGNATURES

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



                               GROVE HOLDINGS LLC

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


                                       16