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As filed with the Securities and Exchange Commission on May 17, 2002

Registration No. 333-85938

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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THE MANITOWOC COMPANY, INC.
(Exact name of registrant as specified in its charter)

Wisconsin (State or other jurisdiction of incorporation or organization

3531 (Primary Standard Industrial Classification Code Number)

39 0448110 (I.R.S. Employer Identification Number)

500 South 16^th Street
Manitowoc, WI 54221-0066
(920) 684-4410
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

		MAURICE D. JONES, Esq. General Counsel and Secretary The Manitowoc Company, Inc. 500 South 16th Street Manitowoc, WI 54221-0066 (920) 684-4410
(Name, address, including zip code, and telephone number, including area code of agent for service)
		with copies to:
Fredrick G. Lautz, Esq. Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, WI 53202 Shady Grove, PA 17256-0021		Mark J. Klaiber, Esq. General Counsel and Secretary Grove Investors, Inc. 1565 Buchanan Trail East		Brian W. Duwe, Esq. Skadden, Arps, Slate, Meagher & Flom (Illinois) 333 West Wacker Drive Chicago, IL 60606

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

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        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Subject to completion, dated May     , 2002.

GROVE INVESTORS, INC.
1565 Buchanan Trail East
Shady Grove, Pennsylvania 17256

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Dear Stockholder:

        The board of directors of Grove Investors, Inc. has approved the merger of a wholly owned subsidiary of The Manitowoc Company, Inc. into Grove. As a result of the merger, Grove will become a wholly owned subsidiary of Manitowoc.

        I cordially invite you to attend a special meeting of Grove stockholders to be held on [    •    ], 2002 at [    •    ], local time, at [    •    ] to vote on a proposal to approve and adopt the merger agreement and the merger. We cannot complete the merger unless the holders of a majority of the outstanding shares of Grove common stock vote in favor of the proposal.

        I also ask that you consider becoming a party to the stock restriction and registration rights agreement which has been included with this proxy statement and prospectus. Becoming a party to that agreement will affect your ability to resell the shares of Manitowoc common stock you receive in the merger. Manitowoc will not be required to complete the merger unless holders of Grove common stock and options who together represent at least 70% of the aggregate of all outstanding Grove shares plus shares of Grove common stock issuable upon the exercise of stock options become parties to the stock restriction and registration rights agreement.

        If we complete the merger, each share of Grove common stock that you own will be converted into shares of Manitowoc common stock, unless you exercise appraisal rights under Delaware law. The number of shares of Manitowoc stock you receive will depend on the price of Manitowoc common stock during the ten trading days ending on the second trading day prior to the completion of the merger. If the average closing price of Manitowoc common stock during this period is between $31.20 and $42.21 per share, then the number of shares of Manitowoc common stock you receive in exchange for each of your shares of Grove stock will be determined by dividing $14.00 by the average closing price of Manitowoc stock during this period. If the average closing price of Manitowoc stock during this period is $31.20 or less, then you will receive 0.4487 shares of Manitowoc stock in exchange for each of your shares of Grove stock. If the average closing price of Manitowoc stock during this period is $42.21 or more, then you will receive 0.3317 shares of Manitowoc stock in exchange for each of your shares of Grove stock. There is no public trading market for Grove common stock. Manitowoc common stock is quoted on the New York Stock Exchange under the symbol "MTW."

        If the merger agreement is approved and all other conditions described in the merger agreement have been met or waived, the merger is expected to occur as soon as possible after the special meeting.

        After careful consideration, your board of directors has unanimously determined that the merger is advisable and in the best interests of Grove and its stockholders and unanimously recommends that Grove stockholders vote FOR approval and adoption of the merger agreement and the merger.

        Your response is very important.    The accompanying proxy statement and prospectus describes the terms and conditions of the merger agreement and the stock restriction and registration rights agreement and includes, as Annex A and Annex B, respectively, the complete text of each agreement. I urge you to read the enclosed materials carefully for a complete description of each agreement. In particular, you should read the "Risk Factors" section beginning on page [    •    ] for a description of various risks you should consider in evaluating the proposed transaction. Whether or not you plan to attend the special meeting in person and regardless of the number of shares you own, please promptly complete, sign, date and return the enclosed proxy card and, if you wish to become a party to the stock restriction and registration rights agreement, a signed copy of that agreement. I look forward to seeing you at the special meeting.

Sincerely,

Jeffry D. Bust
Chairman and Chief Executive Officer

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the shares of Manitowoc common stock to be issued under this proxy statement and prospectus or passed upon the adequacy or accuracy of this proxy statement and prospectus. Any representation to the contrary is a criminal offense.

        This proxy statement and prospectus does not cover any resale of the securities to be received by stockholders of Grove upon consummation of the merger, and no person is authorized to make any use of this proxy statement and prospectus in connection with any such resale.

        This proxy statement and prospectus is dated [    •    ], 2002, and is first being mailed to Grove stockholders on or about [    •    ], 2002.

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GROVE INVESTORS, INC.
1565 Buchanan Trail East
Shady Grove, Pennsylvania 17256

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [    •    ], 2002

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TO THE STOCKHOLDERS OF GROVE INVESTORS, INC.:

        A special meeting of stockholders of Grove Investors, Inc. will be held on [    •    ], 2002, at [    •    ], commencing at [    •    ], local time, for the following purposes:

        (1)  To consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of March 18, 2002 (a copy of which is attached as Annex A to the proxy statement and prospectus accompanying this notice), as it may be amended, among Grove, The Manitowoc Company, Inc., and Giraffe Acquisition, Inc., a direct wholly owned subsidiary of Manitowoc, and the merger provided for therein.

        (2)  To consider and transact such other business as may properly be brought before the special meeting or any adjournment thereof.

        After careful consideration, your board of directors has unanimously declared that the merger agreement and the merger are advisable and in the best interests of Grove and its stockholders. THE GROVE BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE MERGER. We urge you to read the accompanying proxy statement and prospectus carefully for a description of the proposed merger.

        Pursuant to the merger agreement, holders of Grove common stock are entitled to appraisal rights in connection with the merger, in accordance with Delaware law.

        The record date for determining the stockholders who will receive notice of and be entitled to vote at the special meeting is [    •    ], 2002. You may examine a list of the Grove stockholders who are entitled to vote at the special meeting during ordinary business hours at Grove's principal offices for the ten days prior to the special meeting.

By Order of the Board of Directors,

Mark J. Klaiber
Secretary

Shady Grove, Pennsylvania
[    •    ], 2002

YOUR RESPONSE IS VERY IMPORTANT

        Whether or not you plan to attend the special meeting, please promptly complete, sign and date the enclosed proxy card and, if you wish to become a party to the stock restriction and registration rights agreement, sign a copy of that agreement, and return them in the enclosed postage-paid envelope. Stockholders who attend the special meeting may revoke their proxies and vote in person if they desire. Stockholders may also deliver signed copies of the stock restriction and registration rights agreement at the special meeting. PLEASE DO NOT SEND YOUR STOCK CERTIFICATES WITH YOUR PROXY CARDS AT THIS TIME. Do not send in your stock certificates until you receive a letter of transmittal.

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TABLE OF CONTENTS

        

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE STOCK RESTRICTION AND REGISTRATION RIGHTS AGREEMENT			1
SUMMARY			5
	The Companies		5
	The Merger, the Merger Agreement and the Stock Restriction and Registration Rights Agreement		6
	Material United States Federal Income Tax Consequences of the Merger		6
	Interests of the Grove Directors and Officers in the Merger		6
	Appraisal Rights		7
	Special Meeting of Grove Stockholders		7
	Stockholder Vote Required		8
	Grove Board of Directors' Recommendation		8
	Opinion of Grove Financial Advisor		8
	Share Ownership of Management		8
	Ownership of Manitowoc After the Merger		8
	Regulatory Approvals		9
	Other Material Aspects of the Merger and the Merger Agreement		9
	Comparison of Shareholder Rights		10
	Comparative Per Share Market Price and Dividend Information		11
	Manitowoc Summary Financial Information		13
	Manitowoc Selected Historical Financial and Other Data		16
	Grove Selected Consolidated Financial Data		18
	Capitalization		19
	Comparative Per Share Data		20
FORWARD-LOOKING STATEMENTS			22
RISK FACTORS			23
THE SPECIAL MEETING OF GROVE STOCKHOLDERS			29
	Date, Time and Place		29
	Matters to be Considered at the Grove Special Meeting		29
	Record Date; Stock Entitled to Vote; Quorum		29
	Votes Required		29
	Share Ownership of Management		29
	Voting of Proxies		30
THE MERGER AND THE MERGER AGREEMENT			31
	General; Consideration for Grove Shares		31
	Background of the Merger		32
	Manitowoc's Reasons for the Merger		34
	Recommendations of the Grove Board of Directors; Reasons for the Merger		35
	Opinion of Salomon Smith Barney Inc.		36
	Analysis of the Exchange Ratio		38
	Interests of Certain Persons in the Merger		40
	Employee Plans		41
	Management and Operations of Grove After the Merger		42
	Conduct of Business Pending the Merger		42
	Representations, Warranties and Covenants		44
	Conditions to the Merger		45
	No Solicitation; Termination Fee		46
	Termination of the Merger Agreement		48

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	Amendments and Waiver		49
	Indemnification of Grove's Directors and Officers		50
	Merger Consideration		51
	Effective Time		51
	Conversion of Shares; Exchange of Grove Certificates; No Fractional Shares		51
	Regulatory Requirements and Approvals		52
	Accounting Treatment		53
	Resale of Manitowoc Common Stock		53
THE STOCK RESTRICTION AND REGISTRATION RIGHTS AGREEMENT			54
	General		54
	Shareholders Representative		54
	Restrictions on Resale		55
	Demand Underwritten Offering		56
	Suspension		57
	Piggyback Registration		57
	Expenses		58
	Other Terms and Conditions		58
	Procedure for Becoming a Party to the Stock Restriction and Registration Rights Agreement		59
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			60
MANITOWOC BUSINESS			62
GROVE BUSINESS			62
GROVE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			63
PRINCIPAL STOCKHOLDERS OF GROVE			73
DESCRIPTION OF MANITOWOC CAPITAL STOCK			76
	Common Stock		76
	Preferred Stock		76
	Common Stock Purchase Rights		77
	Certain Statutory Provisions		77
COMPARISON OF SHAREHOLDER RIGHTS			80
	Comparison of Manitowoc Articles and Bylaws to Grove Certificate and By-laws		80
	Comparison of Other Aspects of Delaware and Wisconsin Law		83
RIGHTS OF DISSENTING STOCKHOLDERS			85
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL STATEMENTS			88
	Unaudited Pro Forma Condensed Consolidated Combined Statement of Earnings		90
	Notes to Unaudited Pro Forma Condensed Consolidated Combined Statement of Earnings		91
	Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet		97
	Notes to Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet		98
LEGAL MATTERS			100
EXPERTS			100
FUTURE STOCKHOLDER PROPOSALS			100
AVAILABLE INFORMATION			101
INCORPORATION BY REFERENCE			101
TABLE OF CONTENTS FOR HISTORICAL FINANCIAL STATEMENTS			F-1

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ANNEX A: Merger Agreement			A-1
ANNEX B: Stock Restriction and Registration Rights Agreement			B-1
ANNEX C: Section 262 of Delaware General Corporation Law			C-1
ANNEX D: Opinion of Grove Financial Advisor			D-1

        You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of the document.

        This proxy statement and prospectus incorporates important business and financial information about Manitowoc that is not included in or delivered with this document. That information is available without charge to Grove stockholders by calling or writing to Manitowoc at the following address:

The Manitowoc Company, Inc.
500 South 16th Street
Manitowoc, WI 54221-0066
Tel.: (920) 684-4410
Attn: Maurice D. Jones

        To obtain timely delivery of this information from Manitowoc, you must request the information no later than five business days before the date of the special stockholders meeting. Therefore, you must request this information no later than [    •    ], 2002. The information is also available from the SEC through its web site at www.sec.gov and on Manitowoc's web site at www.manitowoc.com. See "Available Information" and "Incorporation by Reference."

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE STOCK RESTRICTION AND REGISTRATION RIGHTS AGREEMENT

Q:		What am I being asked to vote on?
A:		You are being asked to vote to approve and adopt the merger agreement entered into between Grove and Manitowoc and the merger contemplated by the merger agreement. In the merger, Giraffe Acquisition, Inc., a newly formed, wholly owned subsidiary of Manitowoc, will be merged with and into Grove. After the merger is completed, Grove, which will be the company surviving the merger, will be a wholly owned subsidiary of Manitowoc.
Q:		What will I receive in the merger?
A:		The consideration you receive if the merger is completed will depend on the average closing price of Manitowoc common stock during the 10-day trading period ending two trading days before the merger is completed.
		• You will receive a number of Manitowoc shares equal to $14.00 divided by the average Manitowoc closing price in exchange for each share of Grove common stock that you own if the average closing price of Manitowoc common stock during this period is between $31.20 and $42.21 per share.
		• You will receive 0.4487 Manitowoc shares per Grove share if the average closing price of Manitowoc common stock during this period is $31.20 or below.
		• You will receive 0.3317 Manitowoc shares per Grove share if the average closing price of Manitowoc common stock during this period is $42.21 or above.
		Manitowoc will not issue fractional shares. Instead, Grove stockholders will receive a cash payment for any fractional shares.
Q:		Does Grove's board support the merger?
A:		Yes. Grove's board of directors has unanimously determined that the merger is advisable and in the best interests of Grove and its stockholders and recommends that Grove stockholders vote for approval and adoption of the merger agreement and the merger.
Q:		When and where is the special stockholder meeting?
A:		The special meeting will take place on [ • ], 2002 at [ • ], local time, at [ • ].
Q:		Who can vote at the Grove special meeting of stockholders?
A:		You can vote at the special meeting if you owned shares of Grove common stock at the close of business on [ • ], 2002. As of the close of business on that day, [ • ] shares of Grove common stock were outstanding.
Q:		What stockholder vote is required to approve and adopt the merger agreement and the merger?
A:		Approval and adoption of the merger agreement and the merger requires the affirmative vote of the holders of a majority of the shares of Grove common stock outstanding on the record date. Stockholders will have one vote for each share of common stock owned by them. In addition, if holders of at least 70% of the aggregate of all outstanding shares of Grove common stock plus shares of Grove common stock issuable upon the exercise of Grove stock options do not sign and return the stock restriction and registration rights agreement, Manitowoc will not be required to complete the merger.

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Q:		What happens if I do not vote?
A:		Since the affirmative vote of the holders of a majority of the outstanding shares is required to approve the merger agreement and the merger, a failure to vote will have the same effect as a vote "against" the merger.
Q:		Is there any requirement that Grove stockholders sign and return the stock restriction and registration rights agreement?
A:		No. However, Manitowoc is not required to complete the merger if it does not receive executed agreements from holders of a number of shares of Grove common stock sufficient to meet the closing condition mentioned above.
Q:		May Grove stockholders vote on the merger without signing and returning the stock restriction and registration rights agreement?
A:		Yes. You may vote "for" or "against" the merger, or you may elect to abstain, without signing and returning the stock restriction and registration rights agreement.
Q:		Will Grove stockholders be bound in any way to the stock restriction and registration rights agreement if the merger does not occur?
A:		No. Your signed stock restriction and registration rights agreement will be delivered to Manitowoc, and the Manitowoc stock that is the subject of that agreement will be issued, only if and when the merger occurs. Accordingly, stockholders who sign the stock restriction and registration rights agreement will not be bound in any way if the merger does not occur.
Q:		What will happen if a sufficient number of Grove stockholders do not sign and return the stock restriction and registration rights agreement?
A:		Manitowoc will have the option not to complete the merger. If Manitowoc does not complete the merger, Grove stockholders will continue to hold unregistered shares of Grove common stock.
Q:		What would my rights and obligations be if I signed and returned the stock restriction and registration rights agreement?
A:		If you sign and return the stock restriction and registration rights agreement, you agree that:
		• you will not maintain any short position you have in any Manitowoc common stock which was entered into after March 18, 2002, the date the merger was announced (even if that requires you to terminate a short position you entered into prior to your signing the stock restriction and registration rights agreement);
		• you will not transfer or pledge the shares of Manitowoc common stock received in the merger for at least 90 days following the completion of the merger;
		• for up to one year after the 90th day following the completion of the merger, you will only make sales of Manitowoc common stock received in the merger through a specified brokerage firm; and
		• for up to one year after the 90th day following the completion of the merger, you and all other parties to the stock restriction and registration rights agreement will not be permitted to sell in the aggregate in any week a number of shares of Manitowoc common stock received in the merger in excess of 25% of Manitowoc's average weekly trading volume during the preceding eight weeks.
		Solely for purposes of illustration, if the merger had occurred on or before [•], 2002, Grove stockholders who became parties to the stock restriction and registration rights agreement and who wished to resell all or a portion of their Manitowoc stock during the week of [•] 2002 would have been limited, as a group, to reselling an aggregate of [•] Manitowoc shares received in the merger, which is 25% of the average weekly trading volume of Manitowoc's common stock during the eight-week period from [•], 2002 through [•], 2002. Note that, for purposes of calculating the average weekly trading volume of Manitowoc common stock, the number of Manitowoc shares sold pursuant to the stock restriction and registration rights agreement during any particular week would be excluded.

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		While these obligations are in effect, you will have the right to sell any shares of Manitowoc common stock received in the merger:
		• by participating in a Manitowoc registration of its common stock, if there is one; or
		• after the 90th day following the completion of the merger, if holders of a sufficient number of shares of Manitowoc common stock received in the merger have demanded that Manitowoc register their stock for resale in an underwritten offering and you participate in that underwritten offering.
Q:		How long would my shares be restricted under the stock restriction and registration rights agreement?
A:		Your shares would be restricted until the earlier of:
		• the date that is one year and 90 days after the date of the completion of the merger; or
		• the date on which parties to the stock restriction and registration rights agreement, as a group, own fewer than 500,000 shares of Manitowoc common stock issued in the merger.
Q:		How can the stock restriction and registration rights agreement be amended?
A:		If the merger is completed and the stock restriction and registration rights agreement signed and returned by Grove stockholders becomes effective, that agreement can be amended or the observance of one or more of its terms can be waived only with the written consent of Manitowoc and a representative of the Grove stockholders designated in the agreement acting with the written approval of the holders of two-thirds of the Manitowoc shares subject to the agreement at that time. However, no Grove stockholder will be bound by any amendment or waiver that purports to affect his or her rights with respect to a registration of Manitowoc stock under the agreement which became effective before the amendment or waiver, unless the Grove stockholder has consented in writing to that amendment or waiver.
Q:		Can some Grove stockholders who sign the stock restriction and registration rights agreement be relieved of their restrictions while other Grove stockholders continue to be bound?
A:		Yes, but only if that is expressly approved in accordance with the amendment and waiver procedure described above. Manitowoc presently does not intend to relieve any parties from their restrictions under the stock restriction and registration rights agreement, unless all parties to that agreement are similarly relieved.
Q:		Does the merger require the approval of Manitowoc's shareholders?
A:		No. Manitowoc shareholders are not required to approve the merger.
Q:		What will happen to outstanding Grove options?
A:		In the merger, outstanding options for the purchase of Grove common stock will be exchanged for immediately exercisable options to acquire Manitowoc common stock under Manitowoc's option plan, with comparable terms, based on the exchange ratio.
Q:		What will happen to outstanding Grove warrants?
A:		Holders of Grove warrants will not receive any consideration for these warrants in the merger. Pursuant to their terms, if not exercised, these warrants will expire upon the completion of the merger.

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Q:		What do I need to do now?
A:		Please complete, sign and mail your proxy in the enclosed envelope as soon as possible so that your shares will be represented at the special stockholders meeting. Please complete and sign your proxy even if you currently intend to attend the stockholders meeting and even if you decide not to become a party to the stock restriction and registration rights agreement. If you wish to become a party to the stock restriction and registration rights agreement, you also should sign a copy of that agreement and return it to Grove. You may want to make and keep a copy of the signed agreement for your records.
Q:		If my shares are held in the name of a bank, broker or other fiduciary, will the bank, broker or other fiduciary vote my shares for me?
A:		If your shares are held in the name of a bank, broker or other fiduciary, you should provide such person(s) with instructions on how to vote your shares or you should request a proxy from such person(s) to vote at the Grove special meeting. Your bank, broker or other fiduciary may not sign the stock restriction and registration rights agreement for you. If your shares are held by a bank, broker or other fiduciary, a copy of the stock restriction and registration rights agreement will be sent to you separately. If you wish to become a party to that agreement, you should sign and return a copy of the agreement to Grove.
Q:		What do I do if I later want to change my vote?
A:		Just send in another signed proxy with a date after your original proxy but before the special stockholders meeting, or attend the meeting in person and vote. You may also revoke your proxy by sending a written notice of revocation to the Grove corporate secretary prior to the special stockholders meeting. If your shares are held in the name of a bank, broker or other fiduciary and you have directed the record holder to vote your shares, you should instruct that person to change your vote.
Q:		Should I send in my Grove stock certificates now?
A:		No. If all of the conditions of the merger are satisfied and the merger occurs, we will send you written instructions for turning in your Grove stock certificates for Manitowoc stock certificates. Do not send in your Grove stock certificates now.
Q:		When do you expect the merger to be completed?
A:		We are working towards completing the merger as soon as possible. We hope to complete the merger as early as September 1, 2002. However, if all conditions to the merger are not satisfied at that time, the merger may be completed later.
Q:		How can I exercise appraisal rights?
A:		If you wish to exercise appraisal rights, you must carefully comply with the procedures for asserting those rights as described later in this proxy statement and prospectus and in the applicable Delaware statute, a copy of which is attached as Annex C.
Q:		Whom do I call if I have questions about the meeting or the merger?
A:		You should call [ • ], at [ • ] with any questions about the meeting or the merger.

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SUMMARY

        This summary highlights selected information in this proxy statement and prospectus. It may not contain all of the information that is important to you. To understand the merger fully and for a more complete description of the terms of the merger and the actions to be taken in connection with the merger, you should read this entire document carefully, together with the other documents to which we refer. See "Available Information" and "Incorporation by Reference" on page [    •    ]. Where appropriate, items in this summary include page references directing you to a more complete description of the matter. All references to the Manitowoc common stock include any associated common stock purchase rights.

The Companies

The Manitowoc Company, Inc.
500 South 16th Street
Manitowoc, WI 54221-0066
Tel.: (920) 684-4410

        The Manitowoc Company, Inc. is a diversified industrial manufacturer with leading positions in its three principal segments: cranes, foodservice equipment and marine services in the Great Lakes region. In its crane business, Manitowoc designs, manufactures and markets a comprehensive line of crawler cranes, tower cranes and boom trucks with capacities ranging from 10 tons to 1,433 tons. Manitowoc cranes are used in a wide variety of applications, including energy, petrochemical and industrial projects, infrastructure development such as road, bridge and airport construction, commercial and high-rise residential construction, mining and dredging. In its foodservice business, Manitowoc designs, manufactures and markets full product lines of ice making machines, walk-in and reach-in refrigerator/freezers, fountain beverage delivery systems and other foodservice refrigeration products for the restaurant, lodging, convenience store and institutional foodservice markets. In its marine service business, Manitowoc provides ship building, repair and maintenance services in the U.S. Great Lakes region. Manitowoc owns four shipyards and operates over 55% of the drydock capacity, based on footage, serving the U.S. Great Lakes commercial fleet.

        For more information about Manitowoc, you should see "Manitowoc Business" and its public filings that are incorporated by reference in this proxy statement and prospectus.

        Giraffe Acquisition, Inc. is a newly organized, wholly owned subsidiary of Manitowoc that was organized to complete the merger. It has no operations except those in connection with the merger.

Grove Investors, Inc.
1565 Buchanan Trail East
Shady Grove, PA 17256
Tel.: (717) 597-8121

        Grove Investors, Inc., a Delaware corporation, is an international designer, manufacturer and marketer of a comprehensive line of mobile hydraulic cranes and truck-mounted cranes. Grove's products are used in a wide variety of applications by commercial and residential building contractors, as well as by industrial, municipal and military end-users. Grove's products are marketed to independent equipment rental companies and directly to end-users.

        Grove is the successor corporation to SGPA, Inc. (formerly known as Grove Investors LLC). On May 7, 2001, SGPA filed a pre-negotiated plan of reorganization for SGPA and each of its domestic subsidiaries pursuant to Chapter 11 of the U.S. Bankruptcy Code. The plan of reorganization was confirmed on September 14, 2001 and consummated on September 25, 2001. In connection with the plan of reorganization, Grove was formed, and it acquired SGPA and its subsidiaries.

        For more information about Grove, you should see "Grove Business."

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The Merger, the Merger Agreement and the Stock Restriction and Registration Rights Agreement (pages [    •    ] and [    •    ])

        The merger agreement contemplates that Manitowoc will acquire Grove in a merger transaction in which Grove shares would be converted into Manitowoc shares based on an exchange ratio. The exchange ratio will be calculated by dividing the value of a share of Grove stock by the value of a share of Manitowoc stock. Manitowoc stock will be valued at the average of the closing prices on the New York Stock Exchange over the ten trading days ending two trading days prior to the date on which the merger is completed. If the average closing price of Manitowoc common stock during this period is between $31.20 and $42.21 per share, then the number of shares of Manitowoc common stock received in exchange for each share of Grove stock will be determined by dividing $14.00 by the average closing price of Manitowoc stock during that period. If the average closing price of Manitowoc common stock is $42.21 or more during this period, each share of Grove common stock will be converted into 0.3317 shares of Manitowoc common stock. If the average closing price of Manitowoc common stock is $31.20 or less during this period, each share of Grove common stock will be converted into 0.4487 shares of Manitowoc common stock. The chart on page [    •    ] shows a calculation of the exchange ratio at various average closing prices for Manitowoc stock, including prices above the maximum and below the minimum values set for Manitowoc stock. As a result of the merger, Grove will become a wholly-owned subsidiary of Manitowoc.

        Manitowoc will not be required to complete the merger unless holders of Grove common stock and options who together represent at least 70% of the aggregate of all outstanding Grove shares plus shares of Grove common stock issuable upon the exercise of stock options become parties to the stock restriction and registration rights agreement. Parties to that agreement will commit not to resell the Manitowoc stock they receive in the merger for a period of 90 days following the closing, and they will commit to certain volume limitations and other restrictions on resales thereafter, subject to certain demand and piggyback registration rights with respect to the Manitowoc common stock they receive in the merger.

        The merger agreement is attached as Annex A and the stock restriction and registration rights agreement is attached as Annex B to this proxy statement and prospectus. We encourage you to read the merger agreement and the stock restriction and registration rights agreement because they are the legal documents that govern the merger and, if you sign and return the stock restriction and registration rights agreement, your resale rights after the merger. If you become a party to the stock restriction and registration rights agreement, that agreement will govern your ability to resell shares of Manitowoc common stock for a period which may be as long as one year and 90 days from the completion of the merger.

Material United States Federal Income Tax Consequences of the Merger (page [    •    ])

        The merger has been structured to qualify as a reorganization for United States federal income tax purposes under the Internal Revenue Code, and Grove anticipates receiving the opinion of its special counsel regarding such qualification. Assuming the merger so qualifies, Grove stockholders generally will not recognize gain or loss for United States federal income tax purposes as a result of receiving Manitowoc common stock in exchange for their Grove common stock in the merger, except with respect to cash received instead of fractional shares of Manitowoc common stock.

        WE ENCOURAGE YOU TO CONSULT YOUR OWN TAX ADVISOR ABOUT THE EFFECT THE MERGER WILL HAVE ON YOU.

Interests of the Grove Directors and Officers in the Merger (page [    •    ])

        Some Grove directors and officers have interests in the merger that are different from, or in addition to, their interests as stockholders of Grove. These interests exist in part because of rights they

6

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may have under Grove employment agreements and compensation and benefit plans and in part because of the merger agreement.

        The merger agreement requires Manitowoc, after the completion of the merger, to indemnify the directors and officers of Grove for events occurring before the merger, including events that are related to the merger.

        At the time Grove's stockholders approve the merger, options granted to officers under Grove stock option plans will become fully vested and immediately exercisable. Those options will be converted into equivalent exercisable options to acquire Manitowoc common stock. Additionally, restrictions with respect to shares of restricted stock issued to officers of Grove under those plans will lapse at the time Grove's stockholders approve the merger.

        Two Grove directors are affiliated with entities which beneficially own shares of Grove common stock and also hold Grove indebtedness. As a result of the completion of the merger, that indebtedness may be prepaid at a premium.

Appraisal Rights (page [    •    ])

        IF YOU OBJECT TO THE MERGER, DELAWARE LAW PERMITS YOU TO SEEK RELIEF AS A DISSENTING STOCKHOLDER AND HAVE THE "FAIR VALUE" OF YOUR SHARES OF GROVE COMMON STOCK DETERMINED BY A COURT AND PAID TO YOU IN CASH.

        If you are a Grove stockholder and wish to dissent, you must deliver to Grove, prior to the taking of the vote on the merger at the special meeting, a written demand for appraisal of your shares. A proxy or vote against the merger is not sufficient to make this demand. You also must not vote in favor of the merger agreement. To not vote in favor of the merger agreement, you can do any of the following:

•

vote "no" at the special meeting, either in person or by proxy;



•

abstain from voting;



•

fail to vote; or



•

revoke a duly executed proxy.

        The provisions of Delaware law relating to the exercise of appraisal rights are complicated and failure to strictly adhere to such provisions may terminate or waive your appraisal rights. Therefore, if you decide to exercise your appraisal rights to obtain an appraisal of the fair value of your shares, you may wish to consult with a qualified attorney.

        A copy of Section 262 of the Delaware General Corporation Law, which governs this process, is attached as Annex C to this proxy statement and prospectus.

Special Meeting of Grove Stockholders (page [    •    ])

        The special meeting of Grove stockholders will be held on [    •    ], 2002 at [    •    ], local time, at [    •    ]. At the special meeting, you will be asked to vote to approve and adopt the merger agreement and the merger contemplated by the merger agreement.

7

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        You can vote, or submit a proxy to vote, at the special meeting if you were a holder of record of Grove common stock at the close of business on [    •    ], 2002. You can vote your shares by attending the meeting and voting in person. You can also vote your shares by marking the enclosed proxy card with your vote, signing it and mailing it in the enclosed return envelope. If your shares are held in the name of a bank, broker or other fiduciary, you must instruct the bank, broker or other fiduciary to vote on your behalf or obtain a proxy from the record holder to vote at the Grove special meeting. You may revoke your proxy at any time before it is exercised. A failure to vote will have the same effect as a vote "against" the merger.

        If you wish to become a party to the stock restriction and registration rights agreement, you may deliver a signed copy of that agreement to Grove at the special meeting. You may also sign and return a copy of the agreement with your proxy card. If your shares are held in the name of a bank, broker or other fiduciary, such person(s) may not sign the stock restriction and registration rights agreement for you. If your shares are held by a bank, broker or other fiduciary, a copy of the stock restriction and registration rights agreement will be sent to you separately. If you wish to become a party to that agreement, you should sign and return a copy of the agreement to Grove.

Stockholder Vote Required (page [    •    ])

        The holders of a majority of the shares of Grove common stock outstanding on the record date must vote for the approval and adoption of the merger agreement and the merger.

Grove Board of Directors' Recommendation (page [    •    ])

        The Grove board of directors unanimously determined that the merger is advisable and in the best interests of Grove and its stockholders, and recommends that you vote "for" the approval and adoption of the merger agreement and the merger.

Opinion of Grove Financial Advisor (page [    •    ])

        Salomon Smith Barney Inc., Grove's financial advisor, delivered an opinion to the Grove board of directors that, as of the date of the opinion, the exchange ratio was fair, from a financial point of view, to the stockholders of Grove. We have attached this opinion as Annex D to this proxy statement and prospectus.

Share Ownership of Management (page [    •    ])

        At the close of business on the record date, directors and executive officers of Grove and their affiliates beneficially owned and were entitled to vote approximately [    •    ] shares of Grove common stock, collectively representing approximately [    •    ]% of the shares of Grove common stock outstanding on that date. Each director and executive officer has indicated his present intention to vote, or cause to be voted, the shares of Grove common stock owned by him "for" the approval and adoption of the merger agreement and the merger, but has not indicated whether he intends to sign the stock restriction and registration rights agreement. Manitowoc's directors, executive officers and their affiliates do not beneficially own any Grove common stock.

Ownership of Manitowoc After the Merger

        Manitowoc will issue between 1.7 million and 2.2 million shares of its common stock to Grove stockholders in the merger. These shares will represent between 6.4% and 8.5% of the outstanding Manitowoc common stock after the merger. Manitowoc will also issue immediately exercisable options for the purchase of between 83,000 and 112,000 additional shares to replace outstanding Grove options. This information is based on the number of Manitowoc and Grove shares outstanding as of March 31, 2002. The actual number of Manitowoc shares and options to be issued will not be known until the merger occurs.

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Regulatory Approvals (page [    •    ])

        Completion of the merger is subject to several regulatory approvals, including, among others, satisfaction of the pre-merger notification requirements of the U.S. Hart-Scott-Rodino Antitrust Improvements Act and the requirements of the Law Against Restraints of Competition of the Federal Republic of Germany.

        Manitowoc and Grove submitted pre-merger notification and report forms to the Federal Trade Commission and the Anitrust Division of the United States Department of Justice on March 27, 2002. In April 2002 the U.S. Department of Justice made a request for additional information related to this filing. Manitowoc and Grove presently are working to respond to this request. We are not able to predict when or under what conditions the transaction may be approved.

        Manitowoc, on behalf of itself and Grove, filed the required information with the German Federal Cartel Office on April 8, 2002, and the transaction was approved on May 7, 2002.

Other Material Aspects of the Merger and the Merger Agreement

        Conditions to the Merger (page [    •    ]).    The merger will be completed only if various conditions are met. These conditions include, among others, that:

•

holders of a majority of the outstanding Grove common stock approve the merger;



•

Manitowoc receives executed stock restriction and registration rights agreements from Grove stockholders and holders of Grove options who together represent at least 70% of the aggregate of all outstanding Grove shares plus Grove shares issuable upon the exercise of stock options;



•

the parties perform, in all material requests, their obligations under the merger agreement;



•

the representations and warranties of the parties continue to be accurate, other than inaccuracies which would not be reasonably likely to have a material adverse effect;



•

all regulatory requirements are met;



•

Manitowoc receives, within sixty days of the date of the merger agreement, consents from the lenders under its senior credit facility which are necessary to permit Manitowoc to complete the merger (Manitowoc obtained these consents within the 60-day period and has irrevocably waived this condition); and



•

Grove receives an acceptable tax opinion from its legal counsel.

        The parties may waive conditions unless they are legally prohibited from doing so. Grove stockholder approval and regulatory approvals legally may not be waived.

        No Solicitation; Termination Fee (page [    •    ]).    Subject to exceptions, Grove has agreed not to initiate, encourage, solicit, facilitate, discuss or enter into any agreement relating to any other transaction or proposal that would compete with the merger agreement and the merger. However, if Grove receives an unsolicited proposal from a third party that it believes may lead to a competing transaction, then Grove may participate in discussions with the third party and furnish it with non-public information if certain conditions are met. If Grove determines to proceed with any such action, it must provide Manitowoc with certain information about the competing proposal and keep Manitowoc reasonably informed of the status of the matter. If the competing proposal meets specified requirements and if the Grove board of directors determines that it is more favorable to Grove's stockholders from a financial point of view than the merger, then Grove may terminate the merger agreement to pursue the superior competing proposal. If the merger is not completed because the Grove board of directors approves, recommends or endorses a superior competing transaction and terminates the merger agreement, then Grove must pay Manitowoc a termination fee in the amount of $7.0 million. Grove must also pay Manitowoc a $7.0 million termination fee if:

9

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•

the merger agreement is terminated by either party because Grove stockholders fail to approve the merger and, within nine months after the termination Grove enters into an agreement for a competing transaction which was proposed between March 18, 2002 and the date on which Grove stockholders failed to approve the merger; or



•

Grove terminates the merger agreement because the merger has not occurred on or before September 30, 2002, Grove special meeting has not yet occurred and, within nine months after the termination, Grove enters into an agreement for a competing transaction which was proposed between March 18, 2002 and the date of termination.

        Termination, Amendment or Waiver of the Merger Agreement (page [    •    ]).    Even if the Grove stockholders approve the merger agreement, Manitowoc and Grove can agree at any time to terminate the merger agreement without completing the merger. The merger agreement also can be terminated by either party under specified circumstances. Once the Grove stockholders approve the merger agreement, however, no amendment may be made to the merger agreement without further stockholder approval if the amendment would reduce the exchange ratio or otherwise materially adversely affect the rights of Grove stockholders. Either party may terminate the merger agreement if the merger has not been completed on or before September 30, 2002. If the merger agreement is terminated because Grove stockholders fail to approve the merger and all other conditions to the merger (other than the conditions relating to stockholder approval, regulatory approvals and the stock restriction and registration rights agreement) are met, Grove must reimburse Manitowoc for costs it has incurred in connection with the merger up to a maximum amount of $2.5 million, unless the average closing sales price of Manitowoc common stock over the ten consecutive trading days prior to the special meeting of Grove stockholders is less than $31.20.

Comparison of Shareholder Rights (page [    •    ])

        Manitowoc is incorporated in Wisconsin while Grove is incorporated in Delaware. Accordingly, Grove stockholders who become Manitowoc shareholders as a result of the merger will have rights governed by Wisconsin law rather than Delaware law. There are also differences in the rights of shareholders under the respective charters and other organizational documents relating to Manitowoc and Grove.

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Comparative Per Share Market Price and Dividend Information

        Manitowoc.    Manitowoc's common stock is traded on the New York Stock Exchange under the symbol "MTW." The following table sets forth the high and low prices of Manitowoc's common stock as reported by the NYSE Composite Tape for the stated calendar quarter.

        On [    •    ], 2002, the last reported sale price for Manitowoc common stock on the NYSE Composite Tape was $[    •    ].

        In 2000 and the first quarter of 2001, Manitowoc paid quarterly cash dividends of $0.075 per share of its common stock. In February 2001, Manitowoc's board of directors adopted a resolution to pay cash dividends annually rather than quarterly. Manitowoc paid a dividend of $0.075 per share in March 2001 and a dividend of $0.225 per share in December 2001, which equaled three historical quarterly dividends and brought the total dividends for 2001 to $0.30 per share. Manitowoc's board of directors will determine the amount and timing of future dividends on an annual basis at its Fall board meeting.

        The payment and amount of future dividends are at the discretion of Manitowoc's board of directors and will depend upon future earnings, capital requirements, its general financial condition, general business conditions and other factors. The agreements governing Manitowoc's senior subordinated notes and senior credit facility restrict its ability to pay dividends on its common stock. Manitowoc is prohibited from paying cash dividends if it is in default under these agreements, if the dividends would exceed $8.5 million in any fiscal year or the greater of $5.0 million and a formula based largely on 50% of Manitowoc's consolidated net income after May 9, 2001 or if Manitowoc's fixed charge coverage ratio falls below specified limits.

        Grove.    There is no established public trading market for Grove common stock. Grove and its predecessors have not paid any cash dividends in the past, and Grove does not anticipate that any dividends will be paid with respect to shares of Grove common stock in the future.

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        In the table below, we provide you with the closing price of Manitowoc common stock on March 18, 2002, which was the last closing price before Manitowoc and Grove announced that they signed the merger agreement, and on [    •    ], 2002, the most recent practicable trading day prior to the date of this proxy statement and prospectus. There is no established public trading market for Grove common stock, so no stock price information is available. The table also shows the equivalent pro forma prices of the Grove common stock on those dates. The equivalent pro forma prices were determined by multiplying the applicable closing price of Manitowoc common stock by the exchange ratio that would apply if the average price of Manitowoc common stock during the valuation period is the same as the applicable closing price. Because of the "fixed price" nature of the merger consideration, the Grove equivalent pro forma price per share is always $14.00 if the Manitowoc average price is between $31.20 and $42.21 per share.

		Manitowoc common stock price			Grove common stock price		Grove equivalent price per share
March 18, 2002		$	35.48		N.A.		$	14.00
[ • ], 2002

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Manitowoc Summary Financial Information

        We have derived the following summary historical financial information as of and for each of the five years ended December 31, 2001 from Manitowoc's audited consolidated financial statements. The summary historical financial data as of and for the three months ended March 31, 2001 and 2002 have been derived from Manitowoc's unaudited consolidated financial statements. The summary historical financial data below should be read in conjunction with "Manitowoc Selected Historical Financial and Other Data," and Manitowoc's consolidated financial statements and related notes included or incorporated by reference in this proxy statement and prospectus. We have derived the summary unaudited pro forma financial information below from the pro forma financial statements which include Manitowoc's historical financial statements and the historical financial statements of Grove and Potain SAS, a manufacturer of tower cranes that Manitowoc acquired in 2001. You should read this information in conjunction with "Unaudited Pro Forma Condensed Consolidated Combined Financial Statements" included elsewhere in this proxy statement and prospectus which include the detailed adjustments and assumptions used to prepare this information. While this pro forma information is based on adjustments we deem appropriate and which are factually supported based on currently available data, the pro forma information may not be indicative of what actual results would have been, nor does this information purport to present our financial results for future periods.

				For the Years Ended December 31,																		For the Three Months Ended March 31,
				1997			1998			1999			2000(1)			2001(2)			Pro Forma 2001(3)			2001			2002			Pro Forma 2002(4)
				(in thousands of dollars, except financial ratios)
Statement of Earnings Data:
Net sales:
Cranes and related products				$	268,416		$	339,051		$	389,510		$	376,250		$	523,266		$	1,301,896		$	84,258		$	147,695		$	281,243
Foodservice equipment					247,057			319,457			379,625			425,080			411,637			411,637			101,245			102,777			102,777
Marine					39,162			45,412			55,204			71,942			181,677			181,677			43,848			50,873			50,873
	Total net sales				554,635			703,920			824,339			873,272			1,116,580			1,895,210			229,351			301,345			434,893
Costs and expenses:
	Cost of sales				402,035			508,299			590,627			637,538			831,768			1,503,986			173,321			231,360			342,310
	Engineering, selling and administrative expenses				84,231			98,120			107,369			114,901			153,879			265,497			33,686			44,773			64,828
	Amortization of goodwill(5)				3,394			4,881			7,392			8,181			12,554			14,468			2,315			587			587
	Restructuring costs				—			—			—			—			—			3,331			—			3,900			4,580
	Reorganization costs				—			—			—			—			—			14,507			—			—			—
		Total costs and expenses			489,660			611,300			705,388			760,620			998,201			1,801,789			209,322			280,620			412,305
Earnings from operations					64,975			92,620			118,951			112,652			118,379			93,421			20,029			20,725			22,588
Interest expense					(6,230	)		(9,741	)		(10,790	)		(14,508	)		(37,478	)		(56,699	)		(4,096	)		(10,626	)		(13,363	)
Other income (expense)—net					(928	)		(1,467	)		(2,155	)		(2,024	)		(1,212	)		(4,981	)		(115	)		705			43
Earnings before taxes on income and extraordinary loss					57,817			81,412			106,006			96,120			79,689			31,741			15,818			10,804			9,268
Provision for taxes on income					21,394			30,032			39,222			35,852			30,817			12,379			5,948			4,214			3,615
Earnings before extraordinary loss					36,423			51,380			66,784			60,268			48,872		$	19,362			9,870			6,590		$	5,653
Extraordinary loss—net of income tax benefit					—			—			—			—			(3,324	)					—			—
Net earnings				$	36,423		$	51,380		$	66,784		$	60,268		$	45,548					$	9,870		$	6,590
Other Financial Data:
EBITDA(6)				$	76,687		$	107,230		$	135,664		$	130,705		$	151,738		$	158,607		$	25,237		$	27,854		$	33,518
Adjusted EBITDA(7)(8)																				193,641									38,098
Depreciation					8,318			9,729			9,321			9,872			20,471			50,239			2,893			6,542			10,343
Amortization					3,394			4,881			7,392			8,181			12,888			14,947			2,315			587			587
Cash flows from operations					43,587			56,814			103,371			63,047			106,615						11,077			(1,021	)
Cash flows from investing					(75,570	)		(58,618	)		(69,416	)		(109,037	)		(304,682	)					(5,341	)		(5,262	)
Cash flows from financing					29,520			496			(34,422	)		50,006			207,720						(11,451	)		10,267
Capital expenditures(9)					12,040			11,678			13,714			13,415			29,261			41,104			5,336			6,990			7,383
Ratio of total debt to EBITDA					1.7x			1.3x			0.8x			1.7x			3.2x			4.3x			8.3x			18.1x			21.0x
Ratio of total debt to Adjusted EBITDA																				3.5x									18.4x
Ratio of EBITDA to interest expense					12.3x			11.0x			12.6x			9.0x			4.0x			2.8x			6.2x			2.6x			2.5x
Ratio of Adjusted EBITDA to interest expense																				3.4x									2.9x

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		As of March 31, 2002
		Actual			Pro Forma (4)
Balance Sheet Data:
Cash and equivalents		$	27,418		$	27,418
Total assets			1,122,528			1,600,561
Total debt			503,378			702,679
Stockholders' equity			278,072			349,671

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(1)

Includes the results of Marinette Marine Corporation only from November 20, 2000, the date of its acquisition.

(2)

Includes the results of Potain SAS only from May 9, 2001, the date of its acquisition.

(3)

Pro forma for the acquisition of Grove and Potain and related financing transactions assuming the acquisitions of Grove and Potain and related financing transactions occurred on January 1, 2001 for the purpose of preparing the pro forma statements of earnings for the year ended December 31, 2001.

(4)

Pro forma for the acquisition of Grove and related financing transaction assuming the acquisition of Grove and related financing transaction occurred on January 1, 2001 for the purpose of preparing the pro forma statement of earnings for the three months ended March 31, 2002 and on March 31, 2002 for the purpose of preparing the pro forma balance sheet.

(5)

Effective January 1, 2002, Manitowoc adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142 "Goodwill and Other Intangible Assets" and discontinued amortization of goodwill and intangible assets deemed to have indefinite lives.

(6)

EBITDA consists of earnings from operations plus depreciation and amortization. We have presented EBITDA information solely as a supplemental disclosure because management believes that it is generally accepted as providing useful information regarding a company's ability to service and/or incur debt. EBITDA should not be construed as an alternative to earnings from operations as determined in accordance with generally accepted accounting principles as an indicator of our operating performance, or as an alternative to cash flows from operating activities as determined in accordance with generally accepted accounting principles as a measure of liquidity. We have significant uses of cash flows, including capital expenditures and debt principal repayments that are not reflected in EBITDA. It should also be noted that not all companies that report EBITDA information calculate EBITDA in the same manner as we do.

(7)

Pro forma December 31, 2001 Adjusted EBITDA is EBITDA plus the supplemental adjustments summarized in the table below. Adjusted EBITDA is furnished to provide additional information and is not a calculation prepared in accordance with generally accepted accounting principles. It should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles and is not indicative of operating profit or cash flow from operations as determined under generally accepted accounting principles.

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(a)

In connection with Grove's adoption of fresh start accounting in accordance with AICPA Statement of Position 90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code," certain fair value adjustments related to inventory and other assets were recorded at September 29, 2001. These amounts were subsequently amortized into earnings during the three month period ended December 29, 2001.



(b)

Grove's predecessor incurred costs in connection with the termination of employees relating primarily to the reorganization of its Manlift business.



(c)

Amounts relate primarily to professional fees incurred by Grove's predecessor for attorneys, accountants and other financial advisors in connection with the design and implementation of its plan of reorganization.



(d)

Includes amounts expensed in connection with special employment contracts for key management employees to incentivize those employees to stay with Grove's predecessor and implement the plan of reorganization.

(8)

Pro forma March 31, 2002 Adjusted EBITDA is EBITDA plus the supplemental adjustments summarized in the table below. Adjusted EBITDA is furnished to provide additional information and is not a calculation prepared in accordance with generally accepted accounting principles. It should not be considered in isolation or as a substitute for measures of

14

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performance prepared in accordance with generally accepted accounting principles and is not indicative of operating profit or cash flow from operations as determined under generally accepted accounting principles.

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(a)

Amounts related to costs associated with closing Manitowoc's Multiplex facility in St. Louis, Missouri, and moving its operations into other manufacturing facilities.



(b)

Severance costs incurred by Grove in connection with reorganization of its business.

(9)

The pro forma December 31, 2001 capital expenditure amount represents the combined amounts of Manitowoc, Grove and Potain of $29,261, $5,287 and $6,556, respectively. The pro forma March 31, 2002 capital expenditure amount represents the combined amounts of Manitowoc and Grove of $6,990 and $393, respectively.

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Manitowoc Selected Historical Financial and Other Data

        The selected historical consolidated financial and other data presented below as of and for each of the five years ended December 31, 2001 have been derived from Manitowoc's audited consolidated financial statements. The summary historical consolidated financial and other data presented below as of and for the three months ended March 31, 2001 and 2002 have been derived from Manitowoc's unaudited consolidated financial statements. The selected consolidated financial and other data set forth below should be read in conjunction with Manitowoc's consolidated financial statements and related notes incorporated by reference in this proxy statement and prospectus.

				For the Years Ended December 31,															For the Three Months Ended March 31,
				1997			1998			1999			2000(1)			2001(2)			2001			2002
				(In thousands of dollars, except per share data and financial ratios)
Statement of Earnings Data:
Net sales:
Cranes and related products				$	268,416		$	339,051		$	389,510		$	376,250		$	523,266		$	84,258		$	147,695
Foodservice equipment					247,057			319,457			379,625			425,080			411,637			101,245			102,777
Marine					39,162			45,412			55,204			71,942			181,677			43,848			50,873
	Total net sales				554,635			703,920			824,339			873,272			1,116,580			229,351			301,345
Costs and expenses:
	Cost of sales				402,035			508,299			590,627			637,538			831,768			173,321			231,360
	Engineering, selling and administrative expenses				84,231			98,120			107,369			114,901			153,879			33,686			44,773
	Amortization of goodwill(3)				3,394			4,881			7,392			8,181			12,554			2,315			587
	Restructuring costs				—			—			—			—			—			—			3,900
		Total costs and expenses			489,660			611,300			705,388			760,620			998,201			209,322			280,620
Earnings from operations					64,975			92,620			118,951			112,652			118,379			20,029			20,725
Interest expense					(6,230	)		(9,741	)		(10,790	)		(14,508	)		(37,478	)		(4,096	)		(10,626	)
Other income (expense)—net					(928	)		(1,467	)		(2,155	)		(2,024	)		(1,212	)		(115	)		705
Earnings before taxes on income and extraordinary loss					57,817			81,412			106,006			96,120			79,689			15,818			10,804
Provision for taxes on income					21,394			30,032			39,222			35,852			30,817			5,948			4,214
Earnings before extraordinary loss					36,423			51,380			66,784			60,268			48,872			9,870			6,590
Extraordinary loss—net of income tax benefit					—			—			—			—			(3,324	)		—			—
Net earnings				$	36,423		$	51,380		$	66,784		$	60,268		$	45,548		$	9,870		$	6,590
Per share data:
	Basic earnings per share:
		Basic earnings per share before extraordinary loss		$	1.41		$	1.98		$	2.57		$	2.42		$	2.01		$	0.41		$	0.27
		Extraordinary loss—net of income tax benefit			—			—			—			—			(0.14	)		—			—
		Basic earnings per share		$	1.41		$	1.98		$	2.57		$	2.42		$	1.87		$	0.41		$	0.27
	Diluted earnings per share:
		Diluted earnings per share before extraordinary loss		$	1.40		$	1.97		$	2.55		$	2.40		$	1.99		$	0.40		$	0.27
		Extraordinary loss—net of income tax benefit			—			—			—			—			(0.13	)		—			—
		Diluted earnings per share		$	1.40		$	1.97		$	2.55		$	2.40		$	1.86		$	0.40		$	0.27
Other Financial Data:
EBITDA(4)				$	76,687		$	107,230		$	135,664		$	130,705		$	151,738		$	25,237		$	27,854
Cash flows from operations					43,587			56,814			103,371			63,047			106,615			11,077			(1,021	)
Cash flows from investing					(75,570	)		(58,618	)		(69,416	)		(109,037	)		(304,682	)		(5,341	)		(5,262	)
Cash flows from financing					29,520			496			(34,422	)		50,006			207,720			(11,451	)		10,267
Capital expenditures					12,040			11,678			13,714			13,415			29,261			5,336			6,990
Ratio of total debt to EBITDA					1.7	x		1.3	x		0.8	x		1.7	x		3.2	x		8.3	x		18.1	x
Ratio of EBITDA to interest expense					12.3	x		11.0	x		12.6	x		9.0	x		4.0	x		6.2	x		2.6	x

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Balance Sheet Data (at end of period):
Cash and equivalents				$	11,888		$	10,582		$	10,097		$	13,983		$	23,581		$	8,186		$	27,418
Total assets					396,368			481,014			530,240			642,530			1,080,812			641,782			1,122,528
Total debt					130,859			139,302			112,012			218,938			488,570			209,278			503,378
Stockholders' equity					128,618			172,552			232,176			233,769			263,795			241,966			278,072

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(1)

Includes the results of Marinette Marine Corporation only from November 20, 2000, the date of its acquisition.

(2)

Includes the results of Potain SAS only from May 9, 2001, the date of its acquisition.

(3)

Effective January 1, 2002, Manitowoc adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142 "Goodwill and Other Intangible Assets" and discontinued amortization of goodwill and intangible assets deemed to have indefinite lives.

(4)

EBITDA consists of earnings from operations plus depreciation and amortization. We have presented EBITDA information solely as a supplemental disclosure because management believes that it is generally accepted as providing useful information regarding a company's ability to service and/or incur debt. EBITDA should not be construed as an alternative to earnings from operations as determined in accordance with generally accepted accounting principles as an indicator of our operating performance, or as an alternative to cash flows from operating activities as determined in accordance with generally accepted accounting principles as a measure of liquidity. We have significant uses of cash flows, including capital expenditures and debt principal repayments that are not reflected in EBITDA. It should also be noted that not all companies that report EBITDA information calculate EBITDA in the same manner as we do.

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Grove Selected Consolidated Financial Data

        The following table presents selected historical financial data (i) for the combined "Grove Companies" while owned and operated by Hanson Plc as of and for the fiscal year ended September 27, 1997 and for the seven months ended April 28, 1998; (ii) for Grove Investors LLC and SGPA, Inc. and subsidiaries (which we refer to as the Predecessor) as of and for the five months ended October 3, 1998, as of and for the fiscal years ended October 2, 1999 and September 30, 2000, as of and for the three and six months ended March 31, 2001 and for the fiscal year ended September 29, 2001; and (iii) for Grove as of September 29, 2001, and as of and for the three and six months ended March 30, 2002. The annual selected financial data for fiscal years 1997, 1998, 1999, 2000 and 2001 have been derived from Grove's and its predecessors' audited financial statements. The interim selected financial data presented below have been derived from Grove's unaudited financial statements. The selected historical financial data set forth below should be read in conjunction with Grove's consolidated financial statements and the related notes thereto included elsewhere in this proxy statement and prospectus.

		Grove Companies						Predecessor																		Grove
		Fiscal 1997(1)			Seven months ended April 28, 1998(1)			Five months ended October 3, 1998			Fiscal 1999			Fiscal 2000			Three months ended March 31, 2001			Six months ended March 31, 2001			Fiscal 2001(2)			September 29, 2001			Three months ended March 30, 2002			Six months ended March 30, 2002
		(Audited)			(Audited)			(Audited)			(Audited)			(Audited)			(Unaudited)			(Unaudited)			(Audited)			(Audited)			(Unaudited)			(Unaudited)
		(Dollars in Thousands)
Statement of operations data:
Net sales		$	870,858		$	486,255		$	401,008		$	788,893		$	845,950		$	198,807		$	372,191		$	717,584					$	133,548		$	263,269
Gross profit			203,273			98,863			58,015			147,782			124,882			26,707			50,887			101,349						22,598			28,733
Selling, general and administrative expenses			124,368			73,826			58,098			124,704			107,864			26,274			48,030			95,927						20,055			38,560
Amortization of goodwill(3)			9,054			5,215			3,091			6,880			7,029			1,415			2,814			5,537						—			—
Restructuring costs			1,960			—			—			—			8,757			808			2,439			4,963						680			680
Reorganization expenses			—			—			—			—			—			1,000			1,000			14,507						—			—
Goodwill impairment			—			—			—			—			53,351			—			—			—						—			—
Income (loss) from operations		$	67,891		$	19,822		$	(3,174	)	$	16,198		$	(52,119	)	$	(2,790	)	$	(3,396	)	$	(19,585	)				$	1,863		$	(10,507	)
Extraordinary gain on discharge of debt and accrued interest			—			—			—			—			—			—			—			334,432						—			—
Net income (loss)		$	42,220		$	(395	)	$	(29,664	)	$	(39,649	)	$	(118,979	)	$	(19,929	)	$	(38,693	)	$	268,455					$	(3,249	)	$	(17,837	)
Balance sheet data (at year end):
Cash and cash equivalents		$	5,024		$	—		$	34,289		$	16,830		$	17,933					$	5,330					$	13,551					$	11,822
Total assets			881,496			—			915,243			867,307			736,137						697,239						517,838						466,733
Total debt			7,265			—			531,692			547,652			588,184						605,278						190,601						188,378
Total predecessor equity (deficit)			628,492			—			47,835			(7,910	)		(138,748	)					(165,548	)					—						—
Total stockholders' equity			—			—			—			—			—						—						95,000						71,062

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(1)

Combined financial statements as of and for the fiscal year ended September 27, 1997 and for the seven month period ended April 28, 1998 consist of the combined operations and substantially all of the assets and liabilities of Kidde Industries, Inc. and the following legal entities: Grove Europe, Ltd., Crane Holdings, Inc., Delta Manlift SAS, Grove France SAS, Deutsche Grove GmbH, and Grove Manlift Pyt. Ltd. (together "The Grove Companies"). All of the Grove Companies were either directly or indirectly owned by Hanson Plc, a United Kingdom company. On April 29, 1998 the Predecessor acquired The Grove Companies in a transaction accounted for as a purchase. As a result of the acquisition of the Grove Companies from Hanson Plc using the purchase method, results of operations for the Grove Companies are not comparable with those for the Predecessor.

(2)

On May 7, 2001, the Predecessor filed a pre-negotiated plan of reorganization for Predecessor and each of its domestic subsidiaries pursuant to Chapter 11 of the U.S. Bankruptcy Code. The plan of reorganization was confirmed on September 14, 2001 and consummated on September 25, 2001. In connection with the plan of reorganization, Grove was formed, and it acquired SGPA and its subsidiaries. As a result of the reorganization, consummated in connection with the emergence from bankruptcy, Grove adopted "fresh-start" reporting in preparing its consolidated balance sheet as of September 29, 2001, pursuant to the guidance in AICPA Statement of Position 90-7 Financial Reporting by Entities in Reorganization under the Bankruptcy Code. As a result of the adoption of "fresh-start" reporting, balance sheet data as of September 29, 2001 is not comparable to data for prior periods.

(3)

Effective September 30, 2001, Grove adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142 "Goodwill and Other Intangible Assets" and discontinued the amortization of goodwill. For all periods prior to the three months ended December 29, 2001, goodwill was amortized over a 40 year life.

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Capitalization

        The following table sets forth Manitowoc's historical consolidated cash and equivalents and capitalization as of March 31, 2002 and its pro forma capitalization at such date after giving effect to the acquisition of Grove and related financing, in each case as if the acquisition and financing transactions occurred on March 31, 2002. This table should be read in conjunction with "Unaudited Pro Forma Condensed Consolidated Combined Financial Statements" and the Manitowoc and Grove historical financial statements.

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(1)

There has been no material change in Manitowoc capitalization since March 31, 2002, except as set forth in this proxy statement and prospectus.

(2)

After giving effect to the acquisition of Grove, Manitowoc would have $68.5 million of undrawn availability under its $125.0 million revolving credit facility, which is net of outstanding letters of credit of $25.9 million.

(3)

The final maturity date for the new term loan C will be November 9, 2007. Commencing on the last day of the second quarter following the closing date, the new term loan C will amortize through June 30, 2007, in equal quarterly installments equal to 0.25% of the initial aggregate principal amount of the new term loan C, and thereafter in two equal installments. The applicable interest rate will be equal to the corresponding term loan B rate plus 0.25%.

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Comparative Per Share Data

        We have set forth below information concerning earnings, cash dividends declared and book value per share data for Manitowoc and Grove on a historical and pro forma combined basis and on a per share equivalent pro forma basis for Grove. We have derived the pro forma combined earnings per share from the data provided in the "Manitowoc Summary Financial Information" and the "Unaudited Pro Forma Condensed Consolidated Combined Financial Statements." Book value per share for the pro forma combined presentation is based upon outstanding Manitowoc shares adjusted to include the estimated number of Manitowoc shares to be issued in the merger for outstanding Grove shares. The per share equivalent pro forma data for Grove shares is based on the assumed conversion of each share of Grove stock into 0.3946 of a Manitowoc share based on the Manitowoc stock closing price on March 18, 2002, the date of the merger agreement. The actual exchange ratio will depend upon the average closing price of Manitowoc common stock on the New York Stock Exchange during the 10 trading days ending on the second full trading day prior to completion of the merger. You should read the information set forth below in conjunction with the respective historical audited and unaudited financial statements of Manitowoc and Grove and the "Manitowoc Summary Financial Information" and the notes thereto.

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FORWARD-LOOKING STATEMENTS

        All statements other than statements of historical facts included or incorporated by reference in this proxy statement and prospectus, including statements regarding Manitowoc's future financial position, business strategy, budgets, projected costs and plans and objectives for future operations are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this proxy statement and prospectus. Forward-looking statements generally can be identified by the use of forward-looking words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," or "continue" or words of similar meaning. Some of the factors that could cause such a variance are disclosed in the section "Risk Factors" and elsewhere in this proxy statement and prospectus and documents incorporated by reference in this proxy statement and prospectus, and include the following for each of Manitowoc's business segments:

1.

Cranes—market acceptance of new and innovative products; cyclicality of the construction industry; the effects of government spending on construction-related projects within the United States and abroad; growth in world demand for our crane product offering; the replacement cycle of technologically obsolete cranes; and demand for used equipment.



2.

Foodservice—market acceptance of new and innovative products; demographic information affecting two-income families and general population growth; household income; weather; consolidations within restaurant and foodservice equipment industries; global expansion of customers; the ice-cube machine replacement cycle in the United States; specialty foodservice market growth; future strength of the beverage industry; new product introductions, and the demand for quick-service restaurants and kiosks.



3.

Marine—shipping volume fluctuations based on performance of the steel industry; weather and water levels on the Great Lakes; trends in government spending on new vessels; five-year survey schedule; the replacement cycle of older marine vessels; growth of existing marine fleets; consolidation of the Great Lakes marine industry; frequency of vessel casualties on the Great Lakes; and the level of construction and industrial maintenance.



4.

Corporate (including factors that may affect all three segments)—Changes in laws and regulations throughout the world; the ability to finance, complete and successfully integrate acquisitions, strategic alliances, and joint ventures; competitive pricing; changes in domestic and international economic and industry conditions; changes in the interest rate environment; risks associated with growth; foreign currency fluctuations; worldwide political risk; pressure of additional financial leverage resulting from the Potain acquisition and the proposed merger with Grove; and success in increasing manufacturing efficiencies.

        We urge you to consider these factors and to review carefully the section "Risk Factors" for a more complete discussion of the risks of an investment in Manitowoc's common stock. The forward-looking statements included in this proxy statement and prospectus or incorporated by reference herein are made only as of the date of this proxy statement and prospectus or the date of the incorporated document, and we undertake no obligation to publicly update these statements to reflect subsequent events or circumstances.

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RISK FACTORS

        You should carefully consider the risk factors set forth below and all other information contained in this proxy statement and prospectus, including the documents incorporated by reference, before making any decision regarding the proposed merger. If any of the events contemplated by the following risks actually occur, then the business, financial condition or results of operations of the Manitowoc/Grove combined entity could be materially adversely affected. As a result of these and other factors, the trading price of Manitowoc's common stock could decline, and you may lose all or part of your investment.

The number of Manitowoc shares that you will receive is variable.

        If the average closing price of Manitowoc common stock during the ten trading days ending on the second trading day prior to the completion of the merger is within a range of $31.20 to $42.21, then the number of shares of Manitowoc common stock you will receive in exchange for each of your shares of Grove common stock will be determined by dividing $14.00 by that average closing price. However, if the average closing price of Manitowoc common stock during that period is $42.21 or more, then you will receive 0.3317 shares of Manitowoc common stock for each of your shares of Grove stock. If the average closing price of Manitowoc common stock during that time is $31.20 or less, then you will receive 0.4487 shares of Manitowoc common stock in exchange for each of your shares of Grove stock. The chart on page [    •    ] demonstrates the effects of the exchange ratio at various average closing prices for Manitowoc common stock.

If you sign the stock restriction and registration rights agreement, you may not be able to sell or take other actions with respect to the Manitowoc common stock that you receive in the merger when you wish to do so.

        If you sign the stock restriction and registration rights agreement, you will be agreeing to various restrictions on your ability to sell, loan, pledge, or take other actions with respect to the Manitowoc common stock that you receive in the merger, including a restriction that will preclude you from selling any of your Manitowoc stock for a period of 90 days after the merger and another restriction that will limit the amount of your Manitowoc stock you may sell in secondary market transactions during prescribed periods thereafter. As a result, you may not be able to sell or take other specified actions with respect to your Manitowoc stock at the time or in the manner that might be best for you. Moreover, since the restrictions under the stock restriction and registration rights agreement apply on an aggregate basis to all parties to that agreement as a group, you will not be able to determine in advance the specific resale volume limitations that may apply to you.

Some of Manitowoc's segments are cyclical and a decline in any of these segments could have a material adverse effect on its operating performance.

        Historically, sales of products that Manitowoc manufactures and sells have been subject to cyclical variations caused by changes in general economic conditions. In particular, the demand for Manitowoc's (and Grove's) crane products is highly cyclical and is impacted by the strength of the economy generally, interest rates and other factors that may have an effect on the level of construction activity, on an international, national or regional basis. During periods of expansion in construction activity, Manitowoc generally has benefited from increased demand for its products. Conversely, during recessionary periods, Manitowoc has been adversely affected by reduced demand for its products. The U.S. construction industry, among others, is currently experiencing a downturn, which is adversely affecting suppliers to the construction industry, including Manitowoc's cranes segment. Manitowoc cannot assure you that this downturn will not continue or become more severe. In addition, the strength of economies generally may affect the rates of expansion, renovation and equipment replacement within the restaurant, lodging, convenience store and healthcare industries, which may affect the performance of Manitowoc's foodservice equipment segment. Furthermore, an economic recession may impact substantially leveraged companies, such as Manitowoc, more than competing

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companies with less leverage and may have a material adverse effect on Manitowoc's financial condition, results of operations and cash flows.

Covenant restrictions under Manitowoc's senior credit facility and the indenture governing its senior subordinated notes may limit Manitowoc's ability to operate its business.

        Manitowoc's senior credit facility and the indenture governing its senior subordinated notes contain covenants that may restrict Manitowoc's ability to finance future operations or capital needs or to take advantage of other business opportunities. These covenants restrict its ability to, among other things:

•

borrow money, pay dividends or make distributions;



•

repurchase stock;



•

make investments and extend credit;



•

engage in transactions with affiliates;



•

engage in sale-leaseback transactions;



•

complete some asset sales;



•

effect a consolidation or merger or sell, transfer, lease or otherwise dispose of all or substantially all of its assets; and



•

create liens on its assets.

        In addition, Manitowoc's senior credit facility requires it to maintain specified financial ratios and satisfy certain financial condition tests, which may require that Manitowoc take action to reduce its debt or to act in a manner contrary to its business objectives. Events beyond Manitowoc's control, including changes in general business and economic conditions, may affect its ability to meet those financial ratios and financial condition tests. Manitowoc cannot assure you that it will meet those tests or that the lenders will waive any failure to meet those tests. A breach of any of these covenants would result in a default under Manitowoc's senior credit facility and any resulting acceleration under the senior credit facility may result in a default under the indenture. If an event of default under Manitowoc's senior credit facility occurs, the lenders could elect to declare all amounts outstanding under the senior credit facility, together with accrued interest, to be immediately due and payable.

A substantial portion of Manitowoc's growth has come through acquisitions. Manitowoc may not be able to identify or complete future acquisitions, which could adversely affect its future growth.

        Manitowoc's historic growth strategy has been based in part upon acquisitions. Manitowoc's successful growth through acquisitions depends upon being able to identify and successfully negotiate suitable acquisitions, obtain financing for future acquisitions on satisfactory terms or otherwise complete acquisitions in the future. If Manitowoc completes any future acquisitions, it must successfully integrate the acquired businesses and operate them profitably in order to accomplish its strategic objectives in engaging in those acquisitions. Manitowoc's level of indebtedness will increase by approximately $200 million to finance its acquisition of Grove and to pay off substantially all of Grove's debt. The level of indebtedness may increase more in the future if Manitowoc finances other acquisitions with debt. This will cause Manitowoc to incur additional interest expense and could increase its vulnerability to general adverse economic and industry conditions and limit its ability to service its debt or obtain additional financing. Manitowoc cannot assure you that the Grove acquisition or other future acquisitions will not have a material adverse effect on Manitowoc's financial condition, results of operations and cash flows.

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Manitowoc's future success depends on its ability to effectively integrate acquired companies and manage growth.

        Manitowoc's growth has placed, and will continue to place, significant demands on its management and operational and financial resources. Manitowoc has completed nine acquisitions since January 1, 1999 (excluding the merger with Grove). Realization of the benefits of Manitowoc's acquisitions of Potain SAS, a European based manufacturer of tower cranes acquired in 2001, Grove and any future acquisitions will require integration of the acquired companies' sales and marketing, distribution, manufacturing, engineering, purchasing, finance and administrative organizations. The successful integration of recent and future acquisitions will require substantial attention from Manitowoc's senior management and the management of the acquired companies, which could decrease the time that they have to service and attract customers and develop new products and services. While Manitowoc management believes the company has made good progress toward completing the integration of Potain, Manitowoc cannot assure you as to when or if that process will be successfully completed, nor can Manitowoc assure you that it will be able to integrate Grove or any future acquisitions successfully, or that these acquired companies will operate profitably or that the beneficial effect from these acquisitions will be realized. Manitowoc's financial condition, results of operations and cash flows could be materially and adversely affected if it does not successfully integrate Potain, Grove or any future companies that it may acquire or if it does not manage its growth effectively.

Because Manitowoc (like Grove) participates in industries that are intensely competitive, its revenues and profits could decline as Manitowoc responds to competition.

        Manitowoc sells most of its products in highly competitive industries. Manitowoc competes in each of those industries based on product design, quality of products and services, product performance, maintenance costs and price. Several of its competitors have greater financial, marketing, manufacturing and distribution resources than Manitowoc. Manitowoc cannot assure you that its products and services will continue to compete successfully with those of its competitors or that Manitowoc will be able to retain its customer base or improve or maintain its profit margins on sales to its customers, all of which could materially and adversely affect Manitowoc's financial condition, results of operations and cash flows.

Price increases in some materials and sources of supply could affect Manitowoc's profitability.

Manitowoc uses large amounts of steel, stainless steel, aluminum, copper and electronic controls in the manufacture of its products. Recently, market prices of some of these materials have increased significantly. For example, the base price of stainless steel has increased on four occasions since July 1999. There have also been several changes in the surcharge base levels of nickel and chrome. These changes have the effect of increasing the overall market price for stainless steel, a significant raw material for Manitowoc's foodservice segment. If Manitowoc is not able to pass future raw material price increases on to its customers, Manitowoc's margins could be adversely affected.

Manitowoc increasingly manufactures and sells its products outside of the United States, which may present additional risks to its business. These risks will increase with the acquisition of Grove.

        For the years ended December 31, 2000 and 2001, approximately 9.1% and 22.9%, respectively, of Manitowoc's net sales were attributable to products sold outside of the United States, and expanding international sales is part of Manitowoc's growth strategy. Manitowoc has over 2,200 employees and thirteen manufacturing facilities located in Europe and Asia. Grove has over 1,000 employees outside of the United States and two manufacturing facilities located in Europe. International operations generally are subject to various risks, including political, military, religious and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade business, the impact of foreign government regulations and the effects of income and withholding tax, governmental

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expropriation and differences in business practices. Manitowoc may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international manufacturing and sales that could cause loss of revenue. Unfavorable changes in the political, regulatory and business climate and currency devaluations of various foreign jurisdictions could have a material adverse effect on Manitowoc's financial condition, results of operations and cash flows.

Manitowoc and Grove depend on their key personnel and the loss of these personnel could have an adverse affect on their businesses.

        Manitowoc's and Grove's success depends to a large extent upon the continued services of their key executives, managers and skilled personnel. Generally, their employees are not bound by employment or non-competition agreements, and Manitowoc cannot assure you that they will retain their key officers and employees. The combined entity could be seriously harmed by the loss of key personnel.

Manitowoc's failure to protect its intellectual property rights or maintain its rights to use licensed intellectual property could adversely affect its business.

        Manitowoc's patents, trademarks and licenses are important in the operation of its business. Although Manitowoc intends to protect its intellectual property rights vigorously, Manitowoc cannot assure you that Manitowoc will be successful in doing so. Third parties may assert or prosecute infringement claims against Manitowoc in connection with the services and products that it offers, and Manitowoc may or may not be able to successfully defend these claims. Litigation, either to enforce Manitowoc's intellectual property rights or to defend against claimed infringement of the rights of others, could result in substantial costs to Manitowoc and in a diversion of its resources. In addition, if a third party made a valid claim, then Manitowoc would likely need to obtain a license from the third party on commercial terms, which would likely increase its costs. Manitowoc's failure to maintain or obtain necessary licenses or an adverse outcome in any litigation relating to patent infringement or other intellectual property matters could have a material adverse effect on Manitowoc's financial condition, results of operations and cash flows.

Manitowoc's results of operations may be negatively impacted by product liability lawsuits.

        Manitowoc's businesses expose it to potential product liability risks that are inherent in the design, manufacture and sale of its products. While Manitowoc currently maintains what it believes to be suitable product liability insurance, Manitowoc cannot assure you that it will be able to maintain this insurance on acceptable terms or that this insurance will provide adequate protection against potential liabilities. In addition, Manitowoc self-insures a portion of product liability claims. A successful claim against Manitowoc could materially and adversely affect its reputation and its financial condition, results of operations and cash flows.

Environmental laws and regulations are constantly changing, as are the priorities of those who enforce them.

        Manitowoc has incurred, and will continue to incur, costs for compliance with, and liability under, environmental laws and regulations. Although Manitowoc believes that it currently is in substantial compliance with those laws and regulations, future regulatory changes, government enforcement initiatives, identification of currently unknown non-compliance, or new or modified projects could cause Manitowoc or its subsidiaries to incur additional liabilities, compliance costs or penalties, which could be material.

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        In addition to environmental laws and regulations that regulate its operations, Manitowoc is also subject to environmental laws and regulations that create liability and clean-up responsibility for spills, disposals or other releases of hazardous materials into the environment. Manitowoc uses and generates hazardous materials and wastes in its operations. At Manitowoc's facilities in the U.S., France and elsewhere, Manitowoc may be subject to substantial claims brought by regulators or private individuals. Environmental laws and regulations may impose liability, without regard to fault or legality of the original conduct, on classes of persons that are considered to have contributed to the release of hazardous materials into the environment. These persons can include the owner or operator of the disposal site or the site where the release occurred and companies that disposed of or arranged for the disposal of the hazardous materials at the site where the release occurred. Under these laws and regulations, including those in the U.S., these persons can be subject to joint and several liability for the costs of cleaning up the hazardous materials that have been released into the environment and for damages to natural resources, and it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous materials released into the environment. These laws and regulations, including those in the U.S., such as the U.S. Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, can impose the entire cost of site remediation upon a company that releases waste at a disposal site, regardless of fault. As a practical matter, however, costs generally are shared with other potentially responsible parties, based on each potentially responsible party's relative contribution to the problem. At certain of Manitowoc's facilities, it has identified potential contaminants in soil and ground water but, based on available information, Manitowoc does not expect the cost to address them to be substantial.

        Manitowoc has been identified as a potentially responsible party under CERCLA in connection with the Lemberger Landfill Superfund Site near Manitowoc, Wisconsin. Based on the relative size of its contribution to this site, the existence of other viable potentially responsible parties and current reserves, Manitowoc does not believe that any liability imposed in connection with this site will have a material adverse effect on Manitowoc's financial condition, results of operations or cash flows.

        Environmental laws and regulations also govern the presence, maintenance and removal of asbestos-containing building materials, or ACBM. Such laws may impose fines and penalties on building owners or operators for failure to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers. Some of Manitowoc's facilities and some of the products it made in the past may contain ACBM.

        Stricter enforcement of existing environmental laws and regulations, new environmental laws and regulations, discovery of previously unknown contamination or imposition of new or increased requirements could require Manitowoc to incur costs or could become the basis of new or increased liabilities that could have a material adverse effect on its financial condition, results of operations or cash flows.

The adoption of the euro may lower Manitowoc's profits.

        On January 1, 1999, eleven member countries of the European Union adopted the euro, fixing translation rates between those countries' existing national currencies and the euro. Beginning on January 1, 2002, only euro-denominated bills and coins can be issued, and national currencies are being withdrawn from circulation. The use of a common currency throughout Europe may permit the prices of Manitowoc's products to be more readily compared. This may lead to uniform pricing of its products in countries in the European Union. Uniform pricing may adversely affect Manitowoc's profits. To date, the adoption of the euro has not been a factor in any of Manitowoc's pricing practices and has not adversely affected its profits.

Manitowoc is exposed to the risk of foreign currency fluctuations and the acquisition of Grove's foreign operations increases this risk.

        Some of Manitowoc's operations are or will be conducted by subsidiaries in foreign countries. The results of the operations and the financial position of these subsidiaries will be reported in the relevant

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foreign currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in Manitowoc's consolidated financial statements which are stated in U.S. dollars. The exchange rates between many of these currencies and the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future. Such fluctuations may have a material effect on Manitowoc's results of operations and financial position and may significantly affect the comparability of its results between financial periods.

        In addition, Manitowoc will incur currency transaction risk whenever one of its operating subsidiaries enters into a transaction using a different currency than its functional currency. Manitowoc attempts to reduce currency transaction risk whenever one of its operating subsidiaries enters into a transaction using a different currency than its functional currency. Manitowoc attempts to reduce currency transaction risk by:

•

matching cash flows and payments in the same currency;



•

direct foreign currency borrowing; and



•

entering into foreign exchange contracts for hedging purposes.

        However, Manitowoc may not be able to hedge this risk completely or at an acceptable cost, which may adversely affect its results of operations and financial condition.

Manitowoc has implemented, and Wisconsin law contains, anti-takeover provisions that may adversely affect your rights as a holder of Manitowoc common stock.

        Manitowoc's articles of incorporation and bylaws contain provisions that could have the effect of discouraging or making it more difficult for someone to acquire Manitowoc through a tender offer, a proxy contest or otherwise, even though such an acquisition might be economically beneficial to Manitowoc shareholders. These provisions include dividing the Manitowoc board of directors into three classes and specifying advance notice procedures for shareholders to nominate candidates for election as members of its board of directors and for shareholders to submit proposals for consideration at shareholders' meetings. Manitowoc's ability to issue preferred stock, in one or more classes or series, with those powers and rights as may be determined by its board of directors, also could make such an acquisition more difficult. In addition, these provisions may make the removal of management more difficult, even in cases where removal would be favorable to the interests of Manitowoc shareholders.

        Each currently outstanding share of Manitowoc common stock includes, and each share of Manitowoc common stock issued in the merger will include, four-ninths of a common stock purchase right. The rights are attached to and trade with the shares of common stock and generally are not exercisable. The rights have some anti-takeover effects and generally will cause substantial dilution to a person or group that attempts to acquire control of Manitowoc without conditioning the offer on either redemption of the rights or amendment of the rights to prevent this dilution. The rights could have the effect of delaying, deferring or preventing a change of control. See "Description of Capital Stock—Common Stock Purchase Rights."

        Manitowoc is subject to the Wisconsin business corporation law, which contains several provisions that could have the effect of discouraging non-negotiated takeover proposals or impeding a business combination. These provisions include:

•

requiring a supermajority vote of shareholders, in addition to any vote otherwise required, to approve business combinations not meeting adequacy of price standards;



•

prohibiting some business combinations between Manitowoc and one of its major shareholders for a period of three years, unless the combination was approved by Manitowoc's board of directors prior to the time the major shareholder became a 10% or greater beneficial owner of shares or under some other circumstances; and



•

limiting actions that Manitowoc can take while a takeover offer for Manitowoc is being made or after a takeover offer has been publicly announced.

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THE SPECIAL MEETING OF GROVE STOCKHOLDERS

Date, Time and Place

        The Grove special meeting will be held on [    •    ], 2002 at [    •    ], local time, at [    •    ].

Matters to be Considered at the Grove Special Meeting

        At the Grove special meeting, stockholders will be asked to consider and vote upon a proposal to approve the merger agreement and the merger, and such other matters as may properly come before the Grove special meeting. It is currently contemplated that no other matters will be considered at the special meeting.

Record Date; Stock Entitled to Vote; Quorum

        Stockholders of record of shares of Grove common stock at the close of business on [    •    ], 2002, the record date for the Grove special meeting, are entitled to receive notice of, and have the right to vote at, the Grove special meeting. On the record date, approximately [•] shares of Grove common stock were issued and outstanding. Stockholders of record of shares of Grove common stock on the record date are each entitled to one vote per share on the approval and adoption of the merger agreement and the merger.

        A quorum of stockholders is necessary to have a valid meeting of stockholders. A majority of the shares of Grove common stock issued and outstanding and entitled to vote on the record date must be present in person or by proxy at the Grove special meeting in order for a quorum to be established.

        Abstentions and broker "non-votes" count as present for establishing a quorum. A broker "non-vote" occurs on an item when a broker is not permitted to vote on that item without instructions from the beneficial owner of the shares and no instructions are given. We expect, in the event that a quorum is not present at the Grove special meeting, that the meeting will be adjourned or postponed to solicit additional proxies.

Votes Required

        Approval and adoption of the merger agreement and the merger will require the affirmative vote of the holders of a majority of the shares of the Grove common stock outstanding on the record date. Under applicable Delaware law, in determining whether the proposal to approve and adopt the merger agreement and the merger has received the requisite number of affirmative votes, abstentions will be counted and have the same effect as a vote "against" the proposal. In addition, if holders of Grove's outstanding stock and options who together represent at least 70% of all outstanding Grove common stock and shares issuable upon the exercise of Grove options do not sign and return the stock restriction and registration rights agreement which has been included with this proxy statement and prospectus, Manitowoc will not be required to complete the merger.

Share Ownership of Management

        At the close of business on the record date, directors and executive officers of Grove and their affiliates beneficially owned, and were entitled to vote, approximately [•] shares of Grove common stock, collectively representing approximately [•]% of the shares of Grove common stock outstanding on that date. Each director and executive officer has indicated his present intention to vote, or cause to be voted, the shares of Grove common stock owned by him "for" the approval and adoption of the merger agreement and the merger, but has not indicated whether he intends to sign the stock restriction and registration rights agreement.

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Voting of Proxies

        Submitting Proxies.    Stockholders of record may vote their shares by attending the Grove special meeting and voting their shares in person at the meeting, or by completing the enclosed proxy card, signing and dating it and mailing it in the enclosed postage pre-paid envelope. If a proxy card is signed by a stockholder of record and returned without specific voting instructions, the shares represented by the proxy will be voted "for" the proposal presented at the Grove special meeting.

        Stockholders whose shares are held in the name of a bank, broker or other fiduciary must either direct the record holder of their shares as to how to vote their shares or obtain a proxy from the record holder to vote at the Grove special meeting. Please check the voting form used by your bank, broker or other fiduciary to see if you may vote via the internet or by telephone.

        Your bank, broker or other fiduciary may not sign the stock restriction and registration rights agreement for you. If your shares are held by a bank, broker or other fiduciary, a copy of the stock restriction and registration rights agreement will be sent to you separately. If you wish to become a party to that agreement, you should sign and return a copy of the agreement to Grove.

        Revoking Proxies.    Stockholders of record may revoke their proxies at any time prior to the time their proxies are voted at the Grove special meeting. Proxies may be revoked by written notice, including by telegram or telecopy, to the secretary of Grove, by a later-dated proxy signed and returned by mail, or by attending the Grove special meeting and voting in person. Any written notice of a revocation of a proxy must be sent so as to be delivered before the taking of the vote at the meeting to the following address:

Grove Investors, Inc.
1565 Buchanan Trail East
Shady Grove, Pennsylvania 17256
Attn: Secretary
Telecopier: (717)593-5001

        Other Business; Adjournments.    Grove is not aware of any other business to be acted upon at the Grove special meeting. If, however, other matters are properly brought before the Grove special meeting, or any adjourned meeting, your proxies will have discretion to act on those matters or to adjourn the meeting, according to their best judgment.

        Adjournment of the Grove special meeting may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made at any time by stockholders representing a majority of the votes present in person or by proxy at the Grove special meeting, whether or not a quorum exists, without further notice other than by an announcement made at the meeting.

        Proxy Solicitation.    Proxies are being solicited by and on behalf of the Grove board of directors. It is estimated that less than [•] will be spent in connection with the solicitation of Grove's stockholders. Grove will bear the cost of the solicitation of proxies from its stockholders. Manitowoc is responsible for all expenses related to printing and filing this proxy statement and prospectus and all the SEC and other regulatory filing fees incurred in connection with this proxy statement and prospectus. In addition to solicitation by mail, the directors, officers and employees of Grove, without receiving any additional compensation, may also solicit proxies from shareowners by telephone, telecopy, telegram or in person.

        Grove also has retained Innisfree M&A Incorporated, a proxy solicitation firm, to aid in the solicitation of proxies. Innisfree will receive customary fees as compensation for its services.

        Do not send in any stock certificates with your proxy cards. The exchange agent will send transmittal forms with instructions for the surrender of certificates presenting shares of Grove common stock to former Grove stockholders in the event that the merger is completed.

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THE MERGER AND THE MERGER AGREEMENT

        The discussion of the merger and the merger agreement contained in this proxy statement and prospectus includes the material terms of the merger agreement, but, because it is a summary, it may not contain all of the information that is important to you. You should refer to the merger agreement itself, a copy of which is attached as Annex A to this proxy statement and prospectus, for the complete terms of the merger.

General; Consideration for Grove Shares

        Grove, Manitowoc and Manitowoc's acquisition subsidiary have entered into the merger agreement, which provides that the acquisition subsidiary will be merged with and into Grove, and Grove will become a wholly owned subsidiary of Manitowoc. Each outstanding share of Grove common stock will be converted at the effective time of the merger into the right to receive a certain number of shares of Manitowoc common stock based on the "average closing price" of Manitowoc stock for the ten consecutive trading days ending on and including the trading day that is two trading days prior to the effective date of the merger. If the average closing price during this period is between $31.20 and $42.21 per share, Grove stockholders will receive a number of Manitowoc shares equal to $14.00 divided by the average Manitowoc closing price during this period in exchange for each share of Grove common stock they own. Grove stockholders will receive 0.4487 Manitowoc shares per Grove share if the average closing price of Manitowoc common stock during this period is $31.20 or less and 0.3317 Manitowoc shares per Grove share if the average closing price of Manitowoc common stock during this period is $42.21 or more.

        The following table presents equivalent numbers of shares and market values for one share of Grove common stock in shares of Manitowoc common stock which the Grove stockholders would receive assuming various average Manitowoc common stock closing prices during the applicable period prior to the effective time of the merger:

---

(1)

Determined by using the average closing price of Manitowoc common stock, as determined under the merger agreement. The trading price on the closing date, or any other given day, may be higher or lower than that average.

        As of [    •    ], the most recent practicable date before the date of this proxy statement and prospectus, the closing price of Manitowoc common stock was $[    •    ] per share. However, there can be no assurance the market price of Manitowoc common stock will be that amount as of the dates the exchange ratio is determined or that the price will not substantially change after the exchange ratio is computed.

        Cash will be paid in lieu of any fractions of a share of Manitowoc common stock that result from the application of the exchange ratio to any Grove stockholder's shares of Grove common stock based on the per share valuation of Manitowoc common stock without regard to the maximum and minimum described above.

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Background of the Merger

        From time to time since the spring of 1999, Manitowoc and Grove participated in discussions regarding possible business combinations or other joint ventures. Prior to the fall of 2001, however, these discussions never advanced to the stage of either party making any formal offers to the other.

        During October 2001, Grove management and the Grove board of directors began to consider alternatives available to Grove in light of various developments in the crane industry. In particular, Grove management and the Grove board of directors considered the impact that changing industry conditions might have on Grove's business prospects and its ability to access distribution channels. The Grove board of directors determined that it would be in the best interests of Grove stockholders for Grove to actively explore strategic alternatives.

        In this regard, in early November 2001, the Grove board of directors retained Salomon Smith Barney Inc. as its financial advisor to explore strategic alternatives, including to solicit the interest of potential partners in entering into a business combination with Grove.

        In late November and early December of 2001, Salomon Smith Barney contacted Manitowoc and other companies considered to be potential candidates to discuss a possible business combination with Grove. Salomon Smith Barney provided each interested party that executed a confidentiality agreement with a copy of a confidential offering memorandum concerning Grove which Salomon Smith Barney had prepared as well as other supplemental materials.

        Two prospective bidders, including Manitowoc, submitted preliminary indications of interest regarding an acquisition of Grove on December 14, 2001.

        On December 18, 2001, the Grove board of directors met and, among other things, reviewed Grove's strategic alternatives with Grove management and its financial advisors. At this meeting, Salomon Smith Barney presented its analysis of the preliminary indications of interest received by Grove. The Grove board of directors authorized management and Grove's advisors to proceed with the process of soliciting definitive offers from the prospective bidders.

        From late December 2001 through early January 2002, Grove management and its advisors made presentations to, and conducted site visits for, the prospective bidders, including Manitowoc, and provided the prospective bidders and their legal and financial advisors with access to Grove documents assembled for their due diligence review.

        On January 10, 2002, Salomon Smith Barney delivered to the prospective bidders an invitation to submit definitive proposals regarding a business combination with Grove, which set forth the procedures by which Grove would entertain proposals. The bid procedures letter was forwarded together with proposed merger agreements and asked that prospective bidders submit binding proposals to Salomon Smith Barney by January 25, 2002. Grove's proposed merger agreements contemplated either a transaction for cash or for registered equity securities with immediate resale rights.

        On January 25, 2002, Grove received offers from each of the prospective bidders, including Manitowoc, and reviewed the terms and conditions of the proposals received by the company with Grove's financial and legal advisors. Manitowoc's offer proposed a private placement of its common stock to Grove stockholders without any concurrent registration of the transaction under applicable securities laws, together with a grant of certain resale registration rights to the Grove stockholders. Under this proposal, the shares of Manitowoc stock received by Grove stockholders would not have been freely tradable following the merger.

        The Grove board of directors met with Grove management and its advisors on January 30, 2002 to review the evaluations of the proposals. At that meeting, the board of directors authorized Salomon Smith Barney to inform the prospective bidders that they should complete any remaining due diligence

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investigation of Grove that was necessary and then submit final proposals to the company following the completion of their due diligence.

        Throughout February 2002, Grove management and its advisors held discussions with the prospective bidders with respect to the terms and conditions of a potential business combination. In its discussions with Manitowoc, Grove management emphasized (among other things) its desire to provide maximum value and liquidity for Grove stockholders with respect to any Manitowoc stock received in the transaction. Manitowoc's management emphasized (among other things) its desire to ensure that the volume and manner of any resales of Manitowoc stock issued in the merger would not unduly disrupt the trading market for Manitowoc's common stock. During this period, Manitowoc also conducted its remaining due diligence review of Grove.

        On February 22, 2002, Manitowoc submitted a revised offer to Grove which included, among other things, a proposal that a subsidiary of Manitowoc would merge with Grove and that each share of Grove common stock would be exchanged in the merger for approximately $12.62 in shares of Manitowoc common stock.

        On February 25, 2002, senior management of Grove and Manitowoc met to further discuss the possible acquisition of Grove by Manitowoc and the terms of Manitowoc's revised offer.

        On March 1, 2002, senior management of Grove and Manitowoc and their respective financial and legal advisors met to further discuss the terms of a possible transaction. Because of the number and diverse nature of the Grove stockholders, Manitowoc determined that it would be necessary for it to register the issuance of its common stock in the merger. However, Manitowoc's management emphasized its continued concern over the possible adverse affect on the trading price of its common stock that could occur if all of the shares issued in the merger could immediately be resold in secondary market transactions. Manitowoc proposed a stock restriction and registration rights agreement as a means to assure an orderly flow of the Manitowoc stock into the market, and proposed as a condition to the merger that substantially all of the Grove stockholders agree to be bound by this agreement. Grove management emphasized the importance of liquidity to the Grove stockholders and suggested that any such provision should be conditioned on acceptance by Grove stockholders holding a majority of the outstanding Grove stock. In subsequent discussions, the parties agreed that the merger condition would require that holders of Grove common stock and options who together represent at least 70% of the aggregate of all outstanding Grove shares plus shares of Grove common stock issuable upon the exercise of stock options become parties to the stock restriction and registration rights agreement.

        On March 6, 2002, the Grove board of directors met with Grove management and its financial and legal advisors to review the status of the solicitation process. At this meeting, representatives of Salomon Smith Barney provided the board of directors with an analysis of the proposal which had been received by Grove. After a discussion of the various alternatives available to Grove, including remaining as an independent company, the Grove board authorized Grove management and its advisors to continue to negotiate with Manitowoc.

        On March 7, 2002, Salomon Smith Barney contacted Manitowoc's financial advisors to advise Manitowoc that Grove would continue to negotiate, but would only be willing to accept an offer which provided for a greater amount of consideration to be received by Grove's stockholders.

        On March 10, 2002, senior management of Grove and Manitowoc met with one another to further discuss the financial terms of Manitowoc's proposal. Following this meeting, on March 12, 2002, Manitowoc agreed to increase the exchange ratio offered to Grove stockholders so that each share of Grove common stock to be exchanged in the merger would be exchanged for $14.00 in shares of Manitowoc common stock if the price of Manitowoc stock at the time of the closing was within a specified range and would be subject to a fixed exchange ratio if it were outside that range. After

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receipt of Manitowoc's revised proposal, Grove management and its legal advisors began to negotiate a definitive merger agreement with Manitowoc.

        From March 13, 2002 through March 17, 2002, representatives of Grove and Manitowoc and their respective legal counsel negotiated specific terms and provisions of the proposed merger agreement, including the mechanics of determining the exchange ratio, conditions to the closing of the merger, interim covenants, non-solicitation provisions and circumstances under which the parties could terminate the merger agreement. Additionally, the parties and their respective legal counsel negotiated specific terms and conditions of the proposed stock restriction and registration rights agreement, including terms relating to the ability of Grove stockholders who execute the agreement to transfer their shares and to include the shares of Manitowoc common stock they would receive in the merger in a registered, secondary resale offering.

        On March 17, 2002, the Grove board of directors met to consider Manitowoc's revised offer. Grove's legal counsel reviewed in detail the principal terms of the proposed definitive merger agreement and the related agreements, including the proposed stock restriction and registration rights agreement, and responded to questions from the directors. Salomon Smith Barney reviewed with the board of directors its financial analysis of Manitowoc's revised offer and delivered its oral opinion, subsequently confirmed in writing, that, as of such date, the exchange ratio in the merger was fair from a financial point of view to Grove stockholders. Following discussion, the Grove board of directors unanimously determined that the merger was in the best interests of the Grove stockholders and unanimously approved the revised merger agreement.

        Following the Grove board meeting, representatives of Grove and Manitowoc and their advisors held discussions to finalize the transaction documentation. Subsequent to these discussions, on March 18, 2002, the merger agreement was executed by authorized officers of Grove and Manitowoc.

        The execution of the merger agreement was publicly announced on March 18, 2002 after the close of trading on the New York Stock Exchange.

Manitowoc's Reasons for the Merger

        Manitowoc views Grove as a good strategic fit with Manitowoc's crane business for a number of reasons. Grove is a global leader in the mobile hydraulic crane industry, specifically in all terrain and rough terrain mobile cranes. Manitowoc does not offer these types of cranes, so Grove fills this void in Manitowoc's product offerings. Coupled with Manitowoc's recent entrance into the tower crane product line with its acquisition of Potain, Grove will enable Manitowoc to offer its customers all three major crane categories, namely crawler cranes, tower cranes and mobile cranes. With the addition of Grove, Manitowoc will be able to offer its customers equipment and lifting solutions for virtually every construction application. Manitowoc also believes that the combination of the two companies will provide opportunities to capitalize on their respective strengths in systems, technologies and manufacturing expertise, and that this combination will create natural synergies in their worldwide distribution and service networks.

        In general, Grove meets Manitowoc's specific criteria for strategic acquisitions. Among other characteristics, Manitowoc looks for companies that are industry leaders in their product lines or which enhance Manitowoc's existing product lines, or both. Manitowoc also seeks acquisitions which will be accretive to earnings within two years and will be EVA positive within three years. EVA® (Economic Value Added) is a financial measure which is calculated by taking after-tax profits and subtracting a capital charge. Manitowoc uses this measure to evaluate its performance, drive its decision-making, incentivize management, and evaluate acquisition opportunities. Manitowoc believes Grove meets these criteria.

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Recommendations of the Grove Board of Directors; Reasons for the Merger

        At a meeting held on March 17, 2002, the board of directors of Grove unanimously:

•

determined that the merger is advisable and in the best interests of Grove and its stockholders;



•

approved the merger agreement; and



•

recommended that the Grove stockholders vote "for" approval and adoption of the merger agreement and the merger.

        In reaching its decision, the Grove board of directors consulted with Grove's management, as well as its financial and legal advisors, and considered the following material factors:

•

the presentations and views expressed by the management of Grove regarding, among other things: (1) the financial condition, results of operations, cash flows, business and prospects of Grove, including if Grove were to remain independent; (2) the conditions in the crane industry and risks and opportunities of operating as an independent company; (3) the fact that no other party had submitted to Grove a proposal as attractive as the transaction proposed by Manitowoc, either as to price or as to other terms and conditions; and (4) the recommendation of the merger by the management of Grove;



•

the fact that in view of the discussions held with various parties and the number and identity of parties contacted, Grove's financial advisor and the management of Grove believed it was unlikely that in the near term any other party would propose an acquisition or strategic business combination that would be more favorable to Grove and its stockholders than the merger;



•

a review of the strategic alternatives available to Grove, none of which the Grove board of directors or Grove management believed to be as favorable to Grove's stockholders as the merger;



•

the presentations of Salomon Smith Barney at the meetings of the Grove board of directors held on March 6 and 17, 2002, and the written opinion of Salomon Smith Barney, dated March 18, 2002, to the effect that, as of such date and based upon and subject to the qualifications and limitations set forth in the written opinion, the exchange ratio was fair from a financial point of view to the Grove stockholders (a copy of Salomon Smith Barney's written opinion is attached as Annex D to this proxy statement and prospectus);



•

valuations based on premiums paid in comparable acquisition transactions and a discounted cash flow analysis of Grove's business;



•

the extensive arms-length negotiations between Grove and its advisors and Manitowoc and its advisors leading to the belief of the Grove board of directors that the exchange ratio represented the highest price per Grove share that could be negotiated with Manitowoc;



•

the terms and conditions of the merger agreement, including:



•

the parties' representations, warranties and covenants and the conditions to their respective obligations; and



•

the provisions that permit Grove to terminate the merger agreement for a superior proposal subject to paying the termination fee;




•

the consents and approvals required to consummate the merger;



•

the ability to complete the merger as a reorganization for United States federal income tax purposes in which Grove stockholders generally will not recognize any gain or loss, except for any gain or loss recognized in connection with cash received for a fractional share of Manitowoc's common stock;

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•

the increased liquidity holding shares of Manitowoc common stock would offer to Grove stockholders as compared to holding shares of Grove common stock (for which no trading market currently exists), even for stockholders who become parties to the stock restriction and registration rights agreement, and the fact that the consummation of the merger would provide the opportunity for stockholders to participate in any future growth and profits of Grove through their ownership of Manitowoc common stock; and



•

the fact that Grove stockholders will have an opportunity to vote on the proposed merger.

        The Grove board of directors did not find it necessary to, and did not quantify or otherwise assign relative weights to, the foregoing factors or determine that any factor was of particular importance. Rather, the Grove board of directors views its recommendation as being based on the totality of the information presented to, and considered by, it. The Grove board of directors considered all these factors and determined that these factors, as a whole, supported the conclusions and recommendations described above.

        In considering the recommendation of the Grove board of directors to approve the merger agreement, Grove stockholders should be aware that certain officers and directors of Grove have certain interests in the proposed merger that are different from and in addition to the interests of Grove stockholders generally. The Grove board of directors was aware of these interests and considered them in approving the merger agreement and the merger. See "Interests of Certain Persons in the Merger" on page [    •    ].

        The Grove board of directors unanimously recommends that Grove stockholders vote FOR approval and adoption of the merger agreement and the merger.

Opinion of Salomon Smith Barney Inc.

        At the meeting of Grove's board of directors held on March 17, 2002, Salomon Smith Barney delivered its oral opinion, subsequently confirmed in writing on March 18, 2002, that, as of that date, the exchange ratio was fair, from a financial point of view, to Grove's stockholders.

        The full text of the written opinion of Salomon Smith Barney to the Grove board of directors is set forth as Annex D to this proxy statement and prospectus and sets forth the assumptions made, procedures followed and matters considered by Salomon Smith Barney. Salomon Smith Barney's opinion only addresses the fairness of the exchange ratio, and it does not address any other aspect of the merger. Salomon Smith Barney's opinion does not constitute a recommendation to stockholders to vote in favor of the merger, and stockholders should not rely upon Salomon Smith Barney's opinion as a recommendation. The following summary of the material provisions of Salomon Smith Barney's opinion is qualified by reference to such opinion. You are urged to read the opinion carefully and in its entirety.

        Although Salomon Smith Barney evaluated the fairness, from a financial point of view, of the exchange ratio to the stockholders of Grove, the exchange ratio itself was determined by Grove and Manitowoc through arms-length negotiations. Salomon Smith Barney provided advice to Grove during the course of such negotiations.

        In arriving at its opinion, Salomon Smith Barney, among other things:

•

reviewed a draft of each of the merger agreement and the stock restriction and registration rights agreement, in each case dated March 18, 2002;



•

held discussions with certain senior officers, directors and other representatives and advisors of Grove and certain senior officers and other representatives and advisors of Manitowoc, concerning the businesses, operations and prospects of Grove and Manitowoc;

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•

examined certain business and financial information relating to Grove and certain publicly available business and financial information relating to Manitowoc, as well as certain financial forecasts and other information and data for Grove which were provided to, or otherwise discussed with, Salomon Smith Barney by Grove's management;



•

reviewed the financial terms of the merger as set forth in the merger agreement in relation to, among other things, (1) current and historical market prices and trading volumes of Manitowoc's common stock, (2) the historical and projected earnings and other operating data of Grove and Manitowoc and (3) the capitalization and financial condition of Grove and Manitowoc;



•

considered, to the extent publicly available, the financial terms of certain other similar transactions recently effected that it considered relevant in evaluating the merger and analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations Salomon Smith Barney considered relevant in evaluating those of Grove and Manitowoc; and



•

evaluated the pro forma financial impact of the merger on Manitowoc.

        In connection with its engagement, Salomon Smith Barney was requested to approach, and it held discussions with, selected third parties to solicit indications of interest in the possible acquisition of all or a part of Grove. In addition to the foregoing, Salomon Smith Barney conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as it deemed appropriate in arriving at its opinion.

        In rendering its opinion, Salomon Smith Barney assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or furnished to or otherwise reviewed by or discussed with it. With respect to financial forecasts and other information and data provided to or otherwise reviewed by or discussed with it, Salomon Smith Barney was advised by Grove's management that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of Grove's management as to Grove's future financial performance. Salomon Smith Barney assumed, with Grove's consent, that the merger would be treated as a tax-free reorganization for federal income tax purposes.

        Salomon Smith Barney's opinion relates to the relative values of Grove and Manitowoc. Salomon Smith Barney is not expressing any opinion as to what the value of Manitowoc's common stock actually will be when issued pursuant to the merger or the price at which Manitowoc's common stock will trade subsequent to the merger. Salomon Smith Barney has not made or been provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Grove or Manitowoc, nor has it made any physical inspection of the properties or assets of Grove or Manitowoc. Grove's representatives advised Salomon Smith Barney, and in delivering its opinion Salomon Smith Barney assumed, that the final terms of each of the merger agreement and the stock restriction and registration rights agreement would not vary materially from those set forth in the drafts reviewed by it.

        Salomon Smith Barney expressed no view as to, and its opinion does not address, the relative merits of the merger as compared to any alternative business strategies that might exist for Grove or the effect of any other transaction in which Grove might engage. Salomon Smith Barney's opinion is necessarily based upon information available to it, and financial, stock market and other conditions and circumstances existing and disclosed to it, as of the date of its opinion.

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Analysis of the Exchange Ratio

Comparable Company Analysis

        Salomon Smith Barney reviewed and compared certain financial information for Grove to corresponding publicly available financial information for the following five companies in the capital goods industry:

•

Astec Industries, Inc.



•

JLG Industries, Inc.



•

Joy Global, Inc.



•

Manitowoc



•

Terex Corporation

        Salomon Smith Barney calculated and compared market values and various financial multiples, using the closing stock price of the selected companies on March 15, 2002. Salomon Smith Barney calculated firm values as a multiple of (1) revenues, (2) earnings before interest, taxes, depreciation and amortization (EBITDA) and (3) earnings before interest and taxes (EBIT), in each case for the latest 12 months. In each case, "firm value" equaled equity value plus debt less cash.

        Salomon Smith Barney used these comparable company multiples to calculate implied values for the shares based on a range of selected multiples derived from such companies. The per share value, based on a range of selected EBITDA multiples for the latest twelve months, ranged from $12.52 to $15.53.

Precedent Transaction Analysis

        Salomon Smith Barney reviewed publicly available financial information for transactions in the capital goods industry from May 14, 1999 through June 27, 2001, which comprised the following six transactions:

        For each transaction, Salomon Smith Barney calculated the acquired company's firm value as a multiple of its (1) revenues, (2) EBITDA and (3) EBIT, in each case for the latest twelve months. In each case, "firm value" equaled equity value plus debt less cash.

        Salomon Smith Barney used these precedent transaction multiples to calculate implied values for the shares based on a range of selected multiples derived from such transactions. The per share value, based on a range of selected EBITDA multiples for the latest twelve months, ranged from $10.22 to $14.78.

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Discounted Cash Flow Analysis

        Salomon Smith Barney also performed a discounted cash flow analysis of Grove's after-tax, unlevered free cash flow, based on Grove's projections for the years 2002 through 2006, to establish a theoretical price range for shares of Grove's common stock. Based on a variety of market, financial and economic considerations, Salomon Smith Barney selected terminal EBITDA multiples, ranging from 5.0x to 6.0x, and applied such multiples to Grove's average projected EBITDA for the years 2002 through 2005. The cash flows and terminal values were then discounted to present value, using discount rates ranging from 10.0% to 14.0%.

        Salomon Smith Barney applied these factors to Grove's financial projections and derived a range of firm values for Grove, from which Salomon Smith Barney then derived a range of per share values. The per share value, based on a range of discount rates and terminal EBITDA multiples, ranged from $10.80 to $16.59.

Summary

        No company used in the comparable company analysis described above is identical to Grove, and no transaction used in the precedent transaction analysis described above is identical to the merger. Accordingly, an examination of the results of the analyses described above necessarily involves complex considerations and judgments concerning differences in financial and operating characteristics of the businesses and other facts that could affect the public trading value of the companies to which they are being compared.

        The preparation of a fairness opinion is a complex process not susceptible to partial analysis or summary descriptions. The summary presented above is not a complete description of the analyses underlying Salomon Smith Barney's opinion or its presentation to the Grove board of directors. Salomon Smith Barney believes that its analyses and the summary presented above must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all such analyses and factors, could create an incomplete view of the processes underlying the analyses set forth in its opinion.

        In performing its analyses, Salomon Smith Barney made numerous assumptions with respect to industry performance, general business, financial, market and economic conditions and other matters, many of which are beyond Grove's control. The analyses that Salomon Smith Barney performed are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by the analyses. The analyses were prepared solely as part of Salomon Smith Barney's analysis of the fairness of the exchange ratio, from a financial point of view, to Grove's stockholders. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities may trade at the present time or at any time in the future.

        Pursuant to the terms of its engagement letter with Salomon Smith Barney, Grove has agreed to pay Salomon Smith Barney a total fee equal to 1% of the transaction value, $75,000 of which became payable upon Grove's execution of the engagement letter, $700,000 of which became payable upon Grove's signing the merger agreement and the remainder of which will become payable upon completion of the merger. In the ordinary course of its business, Salomon Smith Barney and its affiliates may actively trade or hold the securities of Manitowoc for its own account or for the account of its customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Salomon Smith Barney and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with Grove, Manitowoc and their respective affiliates.

        Salomon Smith Barney is an internationally recognized investment banking firm that provides financial services in connection with a wide range of business transactions. As part of its business, Salomon Smith Barney regularly engages in the valuation of companies and their securities in

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connection with mergers and acquisitions, equity investments, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other purposes. Grove retained Salomon Smith Barney based on Salomon Smith Barney's expertise in the valuation of companies as well as its experience in transactions similar to the merger.

Interests of Certain Persons in the Merger

        In considering the recommendation of the Grove board of directors with respect to the merger agreement and the merger, Grove stockholders should be aware that certain members of the management of Grove and the Grove board of directors have interests in the merger that may be different from, or in addition to, the interests of the other stockholders of Grove generally. The Grove board of directors was aware of these interests and considered them in approving the merger agreement and the merger. These interests are summarized below.

        Employment Continuation Agreements with Grove Executive Officers.    Grove has entered into employment agreements with Jeffry D. Bust, Stephen L. Cripe and John T. Wheeler. Under the terms of these agreements, if the employment of such individuals is terminated other than for cause, or is terminated by the executive officer for good reason within the two year period following the completion of the merger, such executive officer will be entitled to a lump sum payment of his full base salary through the date of termination, a severance payment equivalent to two times his base salary paid in equal monthly installments over the two years following the date of termination, a continuation of certain other benefits, such as welfare and fringe benefit plans, for a period of up to two years, outplacement assistance and an additional payment of an amount sufficient to make the executive officer whole in the event that he is subject to any excess parachute excise tax in connection with the merger and a subsequent termination of employment. In addition to the foregoing, Mr. Bust's severance payment will also include an amount equivalent to the incentive bonus payable to him in the year prior to his termination.

        Incentive Compensation and Stock Ownership Plans.    As of the record date, approximately [    •    ] shares of Grove common stock were subject to options granted to executive officers and directors under Grove's equity based compensation plans. All such stock options will become immediately exercisable upon approval of the merger by Grove stockholders. All outstanding options to purchase Grove common stock under such plans will be assumed by Manitowoc and will become options to purchase Manitowoc common stock with appropriate adjustments to be made to the number of shares and the exercise price under such options based on the exchange ratio.

        In addition, if the Grove stockholders approve the merger, restrictions with respect to an aggregate of [    •    ] restricted shares of Grove common stock held by Grove's executive officers will lapse and these restricted shares will be converted into shares of Manitowoc common stock. Under the terms of the merger agreement, any stock restriction and registration rights agreement between Manitowoc and a holder of restricted shares of Grove common stock (including an executive officer of Grove) will contain provisions allowing the holder to sell a sufficient number of shares of Manitowoc common stock to fully satisfy any tax liabilities arising from the lapse of restrictions on the restricted shares.

        Indemnification; Directors' and Officers' Insurance.    Manitowoc has agreed to indemnify each individual who is or was an officer or director of Grove or its subsidiaries for all actions taken by them in their capacities as such or for actions taken at the request of Grove or a Grove subsidiary prior to the consummation of the merger to the extent Grove or a Grove subsidiary would be obligated to indemnify such individuals as of the date of the merger agreement. Manitowoc has also agreed to honor all indemnification obligations of Grove to those persons, whether pursuant to Delaware law, Grove's certificate of incorporation or by-laws or an indemnification agreement, in each case as in effect as of the date of the merger agreement. For six years after the consummation of the merger, Manitowoc will also procure officers' and directors' liability insurance in respect of acts or omissions

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prior to the completion of the merger. Manitowoc will not be required to pay annual premium payments for the insurance described in this paragraph in excess of 175% of the current annual premium paid by Grove for its existing coverage prior to the merger. However, if the annual premiums of that insurance coverage exceed that amount, Manitowoc will be obligated to provide, or cause its subsidiaries to provide, coverage available for a cost equal to 175% of the current annual premium.

        Grove Directors.    Scott Krase, a Grove director, is affiliated with Oak Hill Securities Fund, L.P. and Oak Hill Securities Fund II, L.P., and James F. Wilson, another Grove director, is affiliated with Carl Marks Management Company, L.P., each of which beneficially owns shares of Grove common stock and also holds Grove senior secured notes and debentures. As of April 9, 2002, the amount of the indebtedness held by the Oak Hill entities and Carl Marks Management Company was as follows:

        As a result of the completion of the merger, each of the holders of senior secured notes and debentures, including the Oak Hill entities and Carl Marks Management Company, will have the right to require that Manitowoc prepay the senior secured notes for an amount equal to 103% of the principal of the notes plus accrued and unpaid interest and repurchase the debentures for an amount equal to 101% of the aggregate principal of the debentures plus accrued and unpaid interest.

        In addition, even if a holder of debentures does not require that Manitowoc repurchase the debentures, Manitowoc will have the right to redeem any of these debentures at any time after the completion of the merger. If Manitowoc redeems the debentures following the completion of the merger, it would be required to pay the debenture holders the principal amount of the debentures plus a "make whole" premium. The "make whole" premium for each debenture would equal the greater of (1) one percent of the principal amount of such debenture or (2) the amount by which the present value of the cost of redeeming the debentures on October 1, 2003 plus all required interest payments through that date exceeds the principal amount of the debenture on the date it is actually redeemed. On October 1, 2003, the cost of redeeming a debenture will equal 112% of the principal of the debenture plus accrued and unpaid interest.

        Oak Hill Securities Fund, L.P. has also committed to make $5.0 million available to Grove under Grove's $35.0 million revolving credit facility. Under the terms of the revolving credit facility, if the merger is completed before September 25, 2002, the lenders may require that Grove immediately repay amounts borrowed under the facility and pay them an amount equal to one percent of their commitment at that time.

Employee Plans

        In the merger agreement, Manitowoc has agreed to provide benefits to Grove employees who remain in employment with Manitowoc following the merger under either the employee benefit plans and policies that the employee participates in at Grove prior to the merger or, in the alternative, under Manitowoc's employee benefit plans and policies that are substantially similar to those provided by Manitowoc and its subsidiaries from time to time to their similarly situated employees. All eligible Manitowoc employee benefit plans will treat a person's prior service with Grove or its subsidiaries as service to Manitowoc or its subsidiaries for purposes of eligibility and vesting, but not necessarily for benefit accrual. Manitowoc will cause its medical and welfare benefit plans to waive limitations as to pre-existing conditions, exclusions and waiting periods or service requirements for the Grove employees (except for limitations, waiting periods and service requirements that are already in effect with respect to such persons and that have not been satisfied at the effective time of the merger), and to provide credit for co-payments and deductibles paid prior to the effective time of the merger.

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Management and Operations of Grove After the Merger

        After the merger, Grove will be the surviving corporation and will be a wholly owned subsidiary of Manitowoc. Grove's subsidiaries will become indirect subsidiaries of Manitowoc. Manitowoc will designate the directors of the surviving corporation. The certificate of incorporation and by-laws of Manitowoc's acquisition subsidiary as in effect immediately prior to the merger will be the certificate of incorporation and by-laws of the surviving corporation until amended in accordance with law.

Conduct of Business Pending the Merger

        Grove has agreed, pending completion of the merger, unless Manitowoc otherwise consents in writing, that, except as disclosed by Grove to Manitowoc in written disclosure schedules to the merger agreement and except as contemplated by the merger agreement, Grove and its subsidiaries will conduct business only in the ordinary course and that it and its subsidiaries will do certain things and not do other things in the conduct of their businesses. Specifically, Grove has promised that it and its subsidiaries:

•

will not amend their organizational documents;



•

will not:



•

split, combine or reclassify their capital stock;



•

declare or pay dividends (except dividends payable solely to Grove);



•

issue additional shares of capital stock or securities convertible into capital stock, except in satisfaction of outstanding stock options or warrants or grants of stock options or restricted stock awards in an amount not to exceed 55,000 shares; or



•

redeem or otherwise acquire, directly or indirectly, any shares of their capital stock;




•

will not adopt any new benefit plan or materially amend any existing benefit plan to increase benefits, except as required by law, or increase any compensation except in the ordinary course consistent with past practices or enter into or materially amend any employment, severance, termination or similar agreement with present or future officers or directors;



•

will not acquire, sell, lease or dispose of any assets which, in the aggregate, are material to Grove and its subsidiaries taken as a whole, except in the ordinary course of business;



•

will not:



•

incur or assume any debt or issue any debt securities except under existing, replacement or refinanced lines of credit up to prescribed limits and except for (1) trade financings under existing agreements or entered into in the ordinary course of business, (2) accrued interest not yet due and payable on indebtedness of Grove and its subsidiaries as of the day the merger agreement was signed or permitted under the merger agreement, and (3) costs related to the merger transaction up to $4 million;



•

assume, guarantee or otherwise become liable or responsible for the material obligations of any other person except in the ordinary course of business in an amount not material to Grove and its subsidiaries taken as a whole;



•

make any material loans, advances or capital contributions to, or investments in, any other person other than in the ordinary course of business; or



•

mortgage or pledge any of its material assets, or create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind with respect to any material asset;

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•

will not acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or any equity interest therein;



•

will not adopt a plan or agreement of merger, liquidation, dissolution, reorganization or other similar transaction;



•

will not authorize or enter into an agreement to do any of the foregoing;



•

will use commercially reasonable efforts to preserve the business of Grove and its subsidiaries intact, to retain the services of key management and preserve the goodwill of suppliers, customers, employees and others having business relationships with Grove and its subsidiaries;



•

will comply in all material respects with all applicable laws; and



•

will timely and properly file all tax returns which are required to be filed, and pay or make provision for payment of all taxes owed by Grove and its subsidiaries.

        Similarly, Manitowoc has agreed, pending completion of the merger, unless Grove otherwise consents in writing, that it and its subsidiaries will conduct business only in the ordinary course and that it and its subsidiaries will do certain things and not do other things in the conduct of their businesses. Specifically, Manitowoc has promised that:

•

it will not amend its organizational documents in a manner that adversely affects the rights of holders of Grove common stock;



•

it will not:



•

split, combine or reclassify its capital stock;



•

declare or pay dividends other than in the ordinary course;



•

file any registration statement to issue or sell in a registered offering any additional shares of capital stock or securities or rights convertible into, or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock, unless the offering is structured in a manner that allows Grove stockholders to participate in the offering to the same extent as though the merger had been completed and the stock restriction and registration rights agreement were effective; or



•

redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock, other than in connection with cashless exercises of options;




•

neither it nor any of its subsidiaries will acquire, sell, lease or dispose of (by means of merger or otherwise) any assets which, in the aggregate, are material to Manitowoc and its subsidiaries, taken as a whole, unless the transaction could not reasonably be expected to adversely affect the ability of the parties to consummate the merger or the economic benefits of the merger to be received by holders of Grove common stock;



•

neither it nor any of its subsidiaries will acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or a division of or equity interest in such an entity, unless the transaction could not reasonably be expected to adversely affect the ability of the parties to consummate the merger or the economic benefits of the merger to be received by holders of Grove common stock;



•

it will not adopt a plan or agreement of merger, liquidation, dissolution, reorganization or other similar transaction; and



•

it will not enter into an agreement to do any of the foregoing.

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Representations, Warranties and Covenants

        The merger agreement contains various representations and warranties by Manitowoc, its acquisition subsidiary and Grove that are customary for a transaction of this kind. The representations and warranties relate to:

•

the respective organization, existence, and corporate power and authority of each of Manitowoc and its subsidiaries and each of Grove and its subsidiaries, and similar corporate matters;



•

the authorization, execution, delivery and performance and the enforceability of the merger agreement;



•

the capitalization of each company;



•

required consents and approvals with respect to the merger agreement, and the absence of conflicts between the merger agreement and the charter documents, applicable legal requirements and certain contracts and agreements of each company;



•

the consolidated financial statements of Grove;



•

the periodic and current reports and statements of Manitowoc as filed with the Securities and Exchange Commission;



•

the absence of undisclosed liabilities for both companies, and the amount of borrowed money indebtedness for Grove;



•

the absence of certain changes for each company since its most recent financial statements;



•

the employee benefit plans of Grove and its subsidiaries;



•

pending or threatened litigation involving either company;



•

the absence of material violations of law and compliance with the charter documents by each company;



•

the filing of tax returns, payment of taxes and other tax matters with respect to Grove;



•

the absence of liens and other adverse claims regarding the personal property and intellectual property of Grove and its subsidiaries;



•

compliance with environmental laws, possession of material environmental, health and safety permits and other environmental issues of each company;



•

the validity, enforceability and absence of violations of material contracts and agreements of each company;



•

certain real property matters with respect to Grove and its subsidiaries;



•

the absence of collective bargaining agreements and proceedings alleging unfair labor practices involving Grove or its subsidiaries;



•

that the votes described in this proxy statement and prospectus are the only votes of the Grove stockholders required in connection with the merger agreement and related transactions, and that no vote is required by the shareholders of Manitowoc;



•

the accuracy and completeness of information supplied by each of Manitowoc and Grove for inclusion or incorporation in this proxy statement and prospectus and the registration statement of which it is a part;



•

the absence, to the knowledge of each company, of any action or failure to act that would prevent the merger from qualifying as a reorganization for federal income tax purposes;

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•

insurance coverage and claims involving Grove and its subsidiaries;



•

the absence of design defects and product recalls and the compliance with applicable laws of products of Grove and its subsidiaries;



•

the financing commitments obtained by Manitowoc in connection with the merger agreement; and



•

the financial advisors of Manitowoc and Grove.

        All of the representations, warranties and covenants of the parties other than covenants which relate to continuing matters terminate at the effective time of the merger.

Conditions to the Merger

        The respective obligations of Grove and Manitowoc to complete the merger are subject to the satisfaction or, to the extent legally permissible, the waiver of various conditions which include, in addition to other customary closing conditions, the following:

•

the SEC must have declared effective the registration statement relating to the issuance of the Manitowoc common stock to be issued in the merger, of which this proxy statement and prospectus is a part;



•

the shares of Manitowoc common stock issuable to Grove stockholders in the merger must have been approved for listing on the New York Stock Exchange, subject to official notice of issuance;



•

the merger agreement and the merger must have been approved and adopted by Grove stockholders in accordance with Delaware law;



•

no court or governmental entity having jurisdiction over Manitowoc or Grove can have enacted, issued, promulgated, enforced or entered any law, rule or regulation that has the effect of making the merger illegal or otherwise prohibiting consummation of the merger substantially on the terms described in the merger agreement;



•

all applicable waiting periods under the U.S. Hart-Scott-Rodino Antitrust Improvements Act must have expired or been terminated; and



•

all applicable approvals under the Act Against Restraints on Competition of the Republic of Germany must have been obtained from the German Federal Cartel Office (this approval was received on May 7, 2002).

        In addition to these mutual conditions, Manitowoc's obligation to complete the merger is subject to the satisfaction or, to the extent legally permissible, the waiver of the following additional conditions:

•

the representations and warranties of Grove contained in the merger agreement must have been true and correct on the date of the merger agreement and must be true on the closing date (unless they address matters only as of a particular date, in which case they need to be true and correct only as of that specific date), except where their failure to be true and correct would not have a material adverse effect on the business, financial condition or operations of Grove and its subsidiaries, taken as a whole;



•

Grove must have performed or complied in all material respects with all agreements required to be performed or complied with by it at or prior to the closing of the merger;



•

shares of Grove common stock with respect to which dissenter's rights have been perfected must represent less than 30% of all outstanding shares of Grove common stock as of the record date for the Grove special meeting;

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•

Manitowoc must have received executed stock restriction and registration rights agreements from Grove stockholders and holders of Grove options representing, in the aggregate, at least 70% of the aggregate of all shares of Grove common stock outstanding at the effective time of the merger plus shares of Grove common stock issuable pursuant to the exercise of Grove options outstanding at the effective time of the merger;



•

there must have been no material adverse change to the syndication market for credit facilities similar in nature to the facility described in the financing commitment provided to Manitowoc by Deutsche Bank Trust Company Americas with respect to the merger, and there must not have occurred and be continuing a disruption of or an adverse change in the financial, banking, or capital loan syndication markets that would have a material adverse effect on the syndication of that committed facility as a result of which Deutsche Bank Trust Company Americas determines not to provide the financing; and



•

Manitowoc must have obtained the consent from the lenders who are parties to Manitowoc's senior credit facility which are necessary for Manitowoc to acquire Grove pursuant to the merger agreement (Manitowoc obtained these consents and has irrevocably waived this condition).

        Grove's obligation to consummate the merger is subject to the satisfaction or, to the extent legally permissible, the waiver of the following additional conditions:

•

the representations and warranties of Manitowoc and its acquisition subsidiary contained in the merger agreement must be true and correct as of the date of the merger agreement and as of the closing date (unless they address matters as of a particular date, in which case they need be true and correct only as of that specific date), except where their failure to be true and correct would not have a material adverse effect on the business, financial condition or operations of Manitowoc and its subsidiaries, taken as a whole;



•

Manitowoc and its acquisition subsidiary must have performed and complied in all material respects with all agreements required to be performed or complied with by them at or prior to the closing of the merger; and



•

Grove must have received the opinion of its tax counsel, Skadden, Arps, Slate, Meagher & Flom (Illinois), to the effect that the merger will qualify as a reorganization within the meaning of section 368(a) of the Internal Revenue Code.

No Solicitation; Termination Fee

        Grove has agreed not to, and will cause its subsidiaries and use its reasonable best efforts to cause its officers, directors, employees, consultants, investment bankers, attorneys, accountants and other agents and representatives not to, directly or indirectly:

•

encourage, solicit, initiate or facilitate the making of, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes or may reasonable be expected to lead to a "competing transaction" of the type described below;



•

participate in any way in discussions or negotiations with, or furnish or disclose any nonpublic information to, any party other than Manitowoc in connection with any competing transaction; or



•

enter into any agreement, letter of intent or similar document contemplating or otherwise relating to any competing transaction.

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        A "competing transaction" is any proposal or offer from a third party which relates to any of the following:

•

any direct or indirect acquisition or purchase of 50% or more of the assets of Grove and the Grove subsidiaries, taken as a whole;



•

any tender offer or exchange offer which, if consummated, would result in a third party acquiring beneficial ownership of 50% or more of any class of equity security of Grove; or



•

any merger, consolidation, business combination, sale of substantially all of the assets, recapitalization, liquidation, dissolution or similar transaction involving Grove or any Grove subsidiary pursuant to which a third party would acquire beneficial ownership of more than 50% of the assets of Grove and the Grove subsidiaries, taken as a whole, or more than 50% of any class of equity security of Grove.

        This covenant of Grove does not preclude it from participating in discussions or negotiations with, or furnishing or disclosing nonpublic information to, a third party in response to an unsolicited, bona fide, written proposal that constitutes, or reasonably may be expected to lead to a competing transaction, but only if Grove's board of directors determines in good faith, after having taken into account the written advice of an independent nationally recognized financial adviser, that the competing transaction is reasonably likely to lead to a "superior competing transaction" of the type described below. At least two business days prior to participating in discussions or negotiations with, or furnishing or disclosing any nonpublic information to a third party with respect to a competing transaction, Grove must provide Manitowoc with written notice of the identity of the third party making the proposal and of Grove's intention to participate in discussions and negotiations with, or furnish or disclose nonpublic information to, the third party. Grove also must receive from the third party an executed confidentiality agreement before disclosing to it any nonpublic information, and also must furnish or disclose the same information to Manitowoc at least two business days prior to furnishing or disclosing it to the third party.

        Grove's nonsolicitation covenant also does not preclude it from approving, recommending and entering into a definitive agreement with respect to an unsolicited, bona fide, written proposal or offer for a competing transaction if Grove provides Manitowoc with at least two business days' advance written notice of any meeting of Grove's board of directors at which the board will consider whether a competing transaction constitutes a superior competing transaction and if, at that meeting, Grove's board of directors makes the determination necessary for the competing transaction to constitute a superior competing transaction. Grove may not enter into a definitive agreement with respect to the competing transaction at any time before the second business day after Manitowoc receives written notice from Grove stating that Grove's board of directors has determined that the competing transaction constitutes a superior competing transaction.

        A "superior competing transaction" is a bona fide, written, fully financed proposal made by a third party to acquire more than 80% of all of the issued and outstanding shares of Grove common stock, whether pursuant to a tender offer, merger, stock purchase or otherwise, or to acquire more than 80% of the properties and assets of Grove and the Grove subsidiaries, taken as a whole, in either case on terms and conditions that Grove's board of directors determines in good faith are more favorable to Grove's stockholders from a financial point of view than the merger. In making this determination, the Grove board of directors must take into account the written advice of an independent nationally recognized financial adviser, all of the terms and conditions of the proposal and the likelihood of such proposal being consummated.

        Grove has promised to advise Manitowoc of any request for information that Grove receives with respect to a competing transaction, and of any inquiry, proposal, discussions or negotiations with respect to a competing transaction. Grove has promised to inform Manitowoc of the terms and conditions of any request, inquiry, proposal, discussion or negotiation and, if a proposal for a competing transaction is made, the identity of the third party proposing the competing transaction. Grove must keep Manitowoc fully informed of the status and general progress (including amendments or proposed amendments) of any such request, inquiry, proposal, discussions or negotiations with

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respect to a proposal for a competing transaction. Grove also must promptly provide Manitowoc with any nonpublic information that Grove provides to any third party in connection with a competing transaction.

        The merger agreement provides that at any time prior to completion of the merger Grove's board of directors may either (1) withdraw, modify or change its recommendation regarding the merger agreement and the merger or (2) recommend and declare advisable any other offer or proposal, if, in either case, in the reasonable good faith judgment of Grove's board of directors, after having taken into account the advice of its legal counsel, the failure to so withdraw, modify or change its recommendation or its failure to recommend and declare advisable any other offer or proposal would be inconsistent with its fiduciary duties to Grove's stockholders under applicable law.

Termination of the Merger Agreement

        The merger agreement may be terminated and the merger abandoned at any time (whether before or after approval of the merger agreement by Grove's stockholders) by the mutual consent of Grove and Manitowoc.

        Grove may terminate the merger agreement if:

•

Manitowoc or its acquisition subsidiary fails to perform or comply in all material respects with all of the agreements and covenants required to be performed or complied with by them under the merger agreement, or



•

any representation or warranty made by Manitowoc or its acquisition subsidiary in the merger agreement fails to be true and correct,

and that failure would result in the failure to satisfy one or more conditions to the merger, unless the failure is curable by Manitowoc or its acquisition subsidiary through the exercise of reasonable efforts within 30 days, and Manitowoc or its acquisition subsidiary continues to use reasonable efforts and the matter is cured within that 30 day period.

        Likewise Manitowoc may terminate the merger agreement if:

•

Grove fails to perform or comply in any material respect with any agreement or covenant required by the merger agreement to be performed or complied with by it, or



•

any representation or warranty made by Grove in the merger agreement fails to be true and correct,

and that failure would result in the failure to satisfy one or more conditions to the merger unless the failure is curable by Grove through the exercise of reasonable efforts within 30 days, and Grove continues to exercise reasonable efforts and the matter is cured within that 30 day period.

        The merger agreement also may be terminated prior to the effective time of the merger by either Grove or Manitowoc if:

•

there is any order of a court or governmental entity having jurisdiction over a party to the merger agreement which is final and nonappealable and which permanently enjoins, restrains or prohibits the consummation of the merger unless the party relying on that order has failed to fulfill its obligations under the merger agreement;



•

the merger has not been completed on or before September 30, 2002, unless the failure of the party seeking to so terminate the merger agreement to fulfill any of its obligations is the cause of, or results in, the failure of the merger to occur before that date; or



•

the Grove stockholders fail to approve the merger agreement and the merger.

        Grove also may terminate the merger agreement if its board of directors approves, recommends or endorses a superior competing transaction or adopts a resolution to do so as described above under the caption "No Solicitation; Termination Fee."

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        As described above, it is a condition to Manitowoc's obligations to close the merger that it obtains consents required from its senior lenders to acquire Grove as described in the merger agreement. The merger agreement provides that Grove may terminate the merger agreement if Manitowoc fails, within 60 days after the date of the merger agreement, to obtain those consents and has not irrevocably waived this closing condition. Manitowoc obtained these consents within the 60-day period and has irrevocably waived this condition.

        Upon any such termination of the merger agreement, the parties will have no further duties or liabilities to one another except with respect to fees and expenses as described below, and except that the parties will remain subject to their duties of nondisclosure and confidentiality with respect to confidential information exchanged between them subject to written confidentiality agreements. However, no party is relieved from liability for any willful breach, prior to termination of the merger agreement in accordance with its terms, of any representation, warranty, covenant or agreement of such party contained in the merger agreement.

        If the merger agreement is terminated by either party because the Grove stockholders have failed to approve the merger agreement and the merger, and if all of the other conditions to closing have been satisfied as of that time (other than the conditions relating to stockholder approval, regulatory approvals and the delivery of the stock restriction and registration rights agreement), then Grove must reimburse Manitowoc for the reasonable costs, fees and expenses incurred by Manitowoc in connection with the transactions contemplated by the merger agreement up to a maximum amount of $2.5 million. However, if during the 10 trading days prior to the Grove stockholders failing to approve the merger agreement, the average closing sales price of a share of Manitowoc common stock is less than $31.20, then Grove will have no obligation to reimburse Manitowoc for any transaction expenses.

        Grove has agreed to pay Manitowoc a termination fee in the amount of $7.0 million, less the amount of any reimbursement payment previously paid by Grove to Manitowoc for transaction expenses as described above in the event that:

•

Grove terminates the merger agreement because the merger has not occurred on or before September 30, 2002, the Grove special stockholders meeting has not yet occurred and within nine months after Grove's termination of the merger agreement Grove enters into an agreement for a competing transaction which was proposed between March 18, 2002 and the date of termination;



•

either Grove or Manitowoc terminates the merger agreement after the Grove stockholders fail to approve the merger agreement and within nine months after the termination of the merger agreement Grove enters into an agreement for a competing transaction which was proposed between March 18, 2002 and the date on which Grove stockholders failed to approve the merger; or



•

Grove terminates the merger agreement because its board of directors has approved, recommended or endorsed any superior competing transaction or adopted a resolution to do so.

Amendments and Waiver

        The parties may amend the merger agreement at any time prior to completion of the merger. However, after approval of the merger agreement by the Grove stockholders, no amendment may alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for all or any of the Grove common stock; alter or change any term of the certificate of incorporation of the surviving corporation; or alter or change any terms or conditions of the merger agreement if such alteration or change would adversely affect any Grove stockholders.

        At any time prior to completion of the merger, any party to the merger agreement may do any of the following: extend the time for performance of any of the obligations or other acts of the other parties to the merger agreement; waive any inaccuracies in the representations and warranties of another party contained in the merger agreement or in any document delivered pursuant to it; and

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waive compliance by another party with any of the agreements or conditions contained in the merger agreement.

Indemnification of Grove's Directors and Officers

        Manitowoc has promised to, or to cause the surviving corporation of the merger to, indemnify and hold harmless persons who at or prior to the effective time of the merger were officers, directors, employees and agents of Grove or of any Grove subsidiary with respect to all acts or omissions by them in their official capacities or taken at the request of Grove or of any Grove subsidiary at any time prior to completion of the merger, but only to the extent that Grove or any Grove subsidiary would be obligated to indemnify and hold harmless such person under the terms of its certificate of incorporation, by-laws or similar organizational documents in effect on the date of the merger agreement and as permitted by applicable law. The indemnity includes reasonable fees, costs and expenses of defense and, under appropriate circumstances, advancement of defense costs. Manitowoc is also obligated to honor and not amend, repeal or otherwise modify in any manner that would adversely affect the rights of these persons to indemnification or exculpation provided under the Delaware General Corporation Law, the certificate of incorporation of Grove, the by-laws of Grove or any indemnification agreement as in effect on the date of the merger agreement.

        For six years after the merger, Manitowoc has promised to obtain and maintain in effect directors' and officers' liability insurance covering those persons who immediately prior to the merger were covered by Grove's and its subsidiaries' directors' and officers' liability insurance policies on terms no less favorable to the insureds than those provided under the directors' and officers' liability insurance policies presently maintained by Grove. However, Manitowoc will not be obligated to make annual premium payments for such insurance in excess of 175% of the annual premiums presently paid by Grove and the Grove subsidiaries for this insurance. If comparable insurance cannot be maintained within that cost limitation, Manitowoc will only be required to maintain or obtain as much of that insurance as can be so maintained or obtained within the cost limitation.

Merger Consideration

        At the effective time of the merger, each then outstanding share of Grove common stock, other than shares held in the treasury of Grove or shares owned by Manitowoc, automatically will be converted into the right to receive shares of Manitowoc common stock based upon the exchange ratio. Each share of Grove common stock held in the treasury of Grove and any shares owned by Manitowoc will be cancelled and extinguished without any conversion thereof or payment with respect thereto. No fractional shares will be issued to any Grove stockholder. In lieu of fractional shares of Manitowoc common stock, former holders of Grove common stock will receive a cash payment upon surrender of their certificates representing their Grove common stock. The shares of common stock of Manitowoc's acquisition subsidiary outstanding at the effective time, all of which will be owned by Manitowoc, will be converted on a one-for-one basis into shares of the surviving corporation and will be owned by Manitowoc.

        Upon approval of the merger, all rights with respect to Grove common stock pursuant to stock options granted by Grove automatically will become immediately exercisable. At the effective time of the merger, these stock options will be converted into and will become rights to acquire Manitowoc common stock subject to the terms of The Manitowoc Company, Inc. 1995 Stock Plan. The terms of the options will be adjusted to reflect the application of the exchange ratio to the underlying shares of Grove common stock.

        Holders of Grove warrants will not receive any consideration for these warrants at the effective time of the merger. Pursuant to their terms, if not exercised these warrants will expire upon the completion of the merger.

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Effective Time

        The effective time of the merger will occur upon the filing of a certificate of merger with the Delaware Secretary of State, which will occur as promptly as practicable after the satisfaction of, or if permissible, waiver of, all conditions to the merger agreement. A period of time may elapse between the Grove special meeting and the effective time while the parties seek to obtain required regulatory approvals.

Conversion of Shares; Exchange of Grove Certificates; No Fractional Shares

        At the effective time, each share of Grove common stock issued and outstanding immediately prior to the effective time will be converted into a number of shares of Manitowoc common stock equal to the exchange ratio. Shares of Grove common stock will no longer be outstanding and automatically will be cancelled and retired and will cease to exist. Any certificate previously representing shares of Grove common stock thereafter will represent the right to receive the shares of Manitowoc common stock into which the Grove common stock is converted. Grove certificates will be exchanged for Manitowoc stock certificates as provided below. No fractional shares of Manitowoc common stock will be issued; rather, a cash payment will be made as provided below.

        At the effective time, Manitowoc will deposit with the exchange agent certificates representing the shares of Manitowoc common stock issuable to former holders of Grove common stock. As soon as reasonably practicable, the exchange agent will then mail to each Grove stockholder of record a letter of transmittal and instructions for use in exchanging the Grove certificates for certificates representing shares of Manitowoc common stock. Upon surrender of a Grove certificate for cancellation to the exchange agent together with a properly executed letter of transmittal, the holder will receive a certificate representing that number of whole shares of Manitowoc common stock which the holder has the right to receive (after taking into account all shares held) and cash in lieu of any fractional shares, and the Grove certificates so surrendered will be cancelled.

        If a transfer of ownership of shares of Grove common stock occurs which is not registered in the transfer records of Grove, a certificate representing the proper number of shares of Manitowoc common stock may be issued to the transferee if the Grove certificate is presented to the exchange agent, accompanied by all documents required for the transfer and by evidence that any applicable stock transfer taxes have been paid. If any Grove certificate has been lost, stolen, or destroyed, the exchange agent will issue a certificate representing the shares of Manitowoc common stock to which such person is entitled upon receipt of an affidavit of that fact and the payment of a bond in such reasonable amount as Manitowoc may direct as indemnity against any claim that may be made against it or the exchange agent with respect to the Grove certificate.

        Until surrendered, after the effective time, each Grove certificate will represent only the right to receive upon surrender a certificate representing shares of Manitowoc common stock and cash in lieu of any fractional share.

        GROVE STOCKHOLDERS SHOULD NOT FORWARD THEIR STOCK CERTIFICATES TO THE EXCHANGE AGENT UNTIL THEY RECEIVE A LETTER OF TRANSMITTAL AND INSTRUCTIONS.

        No dividends or other distributions with respect to Manitowoc common stock that are declared, made or with a record date after the effective time of the merger will be paid to the holder of any unsurrendered Grove certificate with respect to the shares of Grove common stock represented thereby, and no cash payment in lieu of fractional shares will be paid to any such holder, until the holder surrenders the Grove certificate. Subject to the effect of applicable laws, following surrender of any Grove certificate, there will be paid to the holder of the certificates representing whole shares of Manitowoc common stock issued in exchange therefor, without interest, the amount of any cash

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payable with respect to a fractional share of Manitowoc common stock to which such holder is entitled and the amount of dividends and other distributions with a record date after the effective time previously paid with respect to such whole shares of Manitowoc common stock. No interest will be paid on these amounts.

        All shares of Manitowoc common stock issued upon conversion of shares of Grove common stock and any cash paid for fractional shares will be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Grove common stock.

        No fractional shares of Manitowoc common stock will be issued upon the surrender for exchange of Grove certificates. Each holder of a fractional share interest will be paid an amount in cash equal to the product of the fractional share interest multiplied by the per share valuation of the Manitowoc common stock calculated as described above. See "—General; Consideration for Grove Shares."

        Any shares of Manitowoc common stock which remain undistributed by the exchange agent to the former stockholders of Grove for two years after the effective time will be delivered to Manitowoc, upon demand, and any former stockholders of Grove who have not complied with the exchange procedures described above will thereafter look only to Manitowoc for payment of their claim for Manitowoc common stock, any cash in lieu of fractional shares of Manitowoc common stock and any dividends or distributions with respect to Manitowoc common stock.

        Neither Manitowoc nor Grove shall be liable to any former holder of shares of Grove common stock for any shares (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar law.

        Manitowoc is entitled to deduct and withhold from the consideration otherwise payable pursuant to the merger agreement to any former holder of shares of Grove common stock any amounts that Manitowoc is required to deduct and withhold with respect to the consideration under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are withheld by Manitowoc, the withheld amounts will be treated for purposes of the merger agreement as having been paid to the former holder of the shares of Grove common stock in respect of which the deduction and withholding was made by Manitowoc.

        At the effective time of the merger, the stock transfer books of Grove will be closed and there will be no further registration of transfers of shares of Grove common stock on the records of Grove. From and after the effective time, the holders of Grove certificates will cease to have any rights with respect to the Grove shares except as otherwise provided in the merger agreement or by applicable law. On and after the effective time of the merger, any Grove certificates presented to the exchange agent or Manitowoc for any reason will be converted into shares of Manitowoc common stock in accordance with the terms of the merger agreement as described above.

Regulatory Requirements and Approvals

        Completion of the merger is subject to the parties' compliance with requirements to make filings under the Hart-Scott-Rodino Antitrust Improvements Act and the expiration or early termination of all applicable waiting periods thereunder. Manitowoc and Grove submitted pre-merger and notification and report forms to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice on March 27, 2002. On April 26, 2002, the U.S. Department of Justice made a formal request for additional information needed for its assessment of the transaction. Manitowoc and Grove presently are working to respond to this request. We are not able to predict when or under what circumstances the transaction may be approved.

        Completion of the merger also is conditioned on completion of required filings with the German Federal Cartel Office under the Act Against Restraints on Competition and the obtaining of approval of the merger required from that office. Manitowoc, on behalf of itself and Grove, made the required

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filings with the German Federal Cartel Office on April 8, 2002, and the transaction was approved on May 7, 2002.

        Grove and Manitowoc have agreed to cooperate with each other and use, and cause their subsidiaries to use, their respective reasonable best efforts to promptly take all necessary actions to complete the merger and the other transactions contemplated by the merger agreement, including, without limitation, preparing and filing all documentation to effect all necessary filings, notices and other required documents, and obtaining all necessary approvals, consents and other confirmations required to be obtained from governmental authorities.

Accounting Treatment

        Manitowoc will account for the merger as a purchase. This means that the Grove assets, liabilities and results of operations will be reflected in Manitowoc's financial statements from and after the date on which the merger is completed.

Resale of Manitowoc Common Stock

        Because Manitowoc is registering its issuance of shares of Manitowoc common stock in the merger with the Securities and Exchange Commission, Grove stockholders generally will be able to resell the shares of Manitowoc common stock they receive in the merger in secondary market transactions without further registration. However, those persons who are considered affiliates of Grove within the meaning of Rule 145 of the rules and regulations of the Securities and Exchange Commission under the Securities Act will not be able to sell, transfer or otherwise dispose of the shares of Manitowoc common stock they receive in the merger unless the sale, transfer or other disposition is registered under the Securities Act, is made in conformity with the volume and other limitations of Rule 145, or, in the opinion of counsel reasonably acceptable to Manitowoc, the sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. Persons who Grove identifies as affiliates will be asked to sign an affiliate letter acknowledging their status as affiliates in the form attached as Exhibit A to the merger agreement.

        To facilitate a more orderly flow of the Manitowoc common stock into the marketplace, Manitowoc is asking stockholders of Grove voluntarily to enter into the stock restriction and registration rights agreement, whereby they commit to not to sell their Manitowoc common stock for a period of 90 days following the effective time, and thereafter, for a period of up to twelve months, to limit their secondary market sales of Manitowoc common stock to certain volume limitations. In exchange for agreeing to these transfer restrictions, Manitowoc commits, at the request of holders of a sufficient portion of the Manitowoc common stock to which the stock restriction and registration rights agreement then applies made at any time after sixty days following the effective time, to prepare and file a registration statement facilitating the sale of shares of Manitowoc common stock by those Grove stockholders in an underwritten offering. Additionally, if Manitowoc determines to sell shares of its common stock in a public offering following the effective time, the stock restriction and registration rights agreement provides that the Grove stockholders who are signatories thereto will be entitled to sell shares of their Manitowoc common stock in Manitowoc's public offering.

        It is a condition to Manitowoc's obligation to complete the merger that holders of Grove common stock and options who together represent at least 70% of the aggregate of all outstanding Grove common stock plus shares of Grove common stock issuable upon the exercise of Grove options become parties to the stock restriction and registration rights agreement.

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THE STOCK RESTRICTION AND REGISTRATION RIGHTS AGREEMENT

        The discussion of the stock restriction and registration rights agreement contained in this proxy statement and prospectus includes the material terms of the agreement, but, because it is a summary, it may not contain all information that is important to you. You should refer to the stock restriction and registration rights agreement itself, a copy of which is attached as Annex B to this proxy statement and prospectus.

General

        As noted above, Manitowoc is not required to complete the merger unless holders of Grove's outstanding stock and options who together represent at least 70% of all outstanding Grove common stock plus shares of Grove common stock issuable upon the exercise of stock options become parties to the stock restriction and registration rights agreement. Grove stockholders are not required to sign the stock restriction and registration rights agreement, and whether or not they sign that agreement is completely independent of whether and how they vote on the merger. The stock restriction and registration rights agreement will be delivered to Manitowoc, and the Manitowoc stock that is the subject of that agreement will be issued, only if and when the merger is completed. Therefore, the stock restriction and registration rights agreement will take effect only if and when the merger occurs.

        Grove stockholders who become parties to the agreement will be restricted from selling the shares of Manitowoc common stock received in the merger for a period of ninety days following the completion of the merger, and their ability to resell those shares will be subject to weekly volume limitations during the resale registration period. The resale registration period begins 90 days after the completion of the merger and ends on the earlier of the first anniversary of that date or the date on which holders hold fewer than 500,000 restricted Manitowoc shares. In exchange for agreeing to these transfer restrictions, Manitowoc will provide Grove stockholders who sign the stock restriction and registration rights agreement with the opportunity to sell their shares in an underwritten offering if sufficient numbers of holders demand such an offering during the resale registration period. The stock restriction and registration rights agreement also provides the Grove stockholders who are signatories thereto with the right to sell shares of Manitowoc common stock received in the merger in any public offering of common stock conducted by Manitowoc during the resale registration period.

        Manitowoc's management believes that the merger condition requiring that the prescribed minimum portion of Grove stockholders and option holders become parties to the stock restriction and registration rights agreement helps to prevent disruption of the trading market for Manitowoc stock. It does this by preventing the former Grove stockholders and option holders who become parties to the agreement from making market resales of the newly issued Manitowoc stock during the first 90 days after the completion of the merger and by limiting the weekly volumes of trading market resales (as distinguished from resales in an underwritten offering) of the Manitowoc stock issued in the merger during a period of up to one year beginning 90 days after the merger. The specific limits imposed by this condition were the result of negotiations and compromise between Manitowoc and Grove. They reflect the judgment of Manitowoc's management about the additional trading volume that could be permitted without anticipating a material disruption to the trading market for the Manitowoc stock. The requirement that sales be made through a specified brokerage firm is intended to facilitate fair application of the aggregate limit on weekly trading by all parties to the agreement as a group, without imposing a specific limit on any one party for each week (which, because some parties might not wish to sell any shares of Manitowoc stock during a particular week, would likely be unnecessarily burdensome on holders who wish to make sales).

Shareholders Representative

        By executing the stock restriction and registration rights agreement, a Grove stockholder will be appointing JPMorgan Chase Bank as the "shareholders representative" to act as the stockholder's

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attorney-in-fact in various ways under the agreement. As of [    •    ], 2002, JPMorgan Chase Bank and its affiliates beneficially owned [    •    ] shares of Grove common stock, held [$    •    ] in Grove senior secured notes and [$    •    ] in Grove debentures and had committed to make $6.0 million available to Grove under its revolving credit facility. JPMorgan Chase Bank also serves as the administrative agent for the lenders under Grove's senior credit agreement and revolving credit facility. Manitowoc has engaged J.P. Morgan Chase & Co. and/or its affiliates from time to time for investment banking and financial consulting services.

        The shareholders representative will be responsible for, among other things, notifying Manitowoc if a sufficient number of stockholders wish to demand the registration of their restricted Manitowoc shares and reviewing the underwriting agreement in any such demand registration. The shareholders representative will be provided with reasonable access to information about Grove, Manitowoc and their affiliates and the reasonable assistance of officers and employees of Manitowoc in order to perform its duties.

        The shareholders representative will not be liable for acts taken on behalf of holders of restricted Manitowoc stock so long as these acts were not taken in bad faith or with gross negligence. Holders of restricted Manitowoc stock will severally indemnify the shareholders representative and will hold it harmless against any losses, claims, damages, liabilities or expenses incurred without gross negligence or bad faith and relating to, arising out of or in connection with the acceptance or administration of its duties. Holders of restricted Manitowoc stock will also reimburse the shareholders representative for any reasonable expenses incurred in connection with services performed pursuant to the terms of the stock restriction and registration rights agreement. These expenses will be apportioned among the holders of shares covered by the stock restriction and registration rights agreement in proportion to the number of shares of Manitowoc stock each of them receives in the merger.

        The shareholders representative will have the right to resign from its position upon 15 days prior written notice to both Manitowoc and the holders of restricted Manitowoc shares. The shareholders representative may be removed by holders of a majority of the restricted Manitowoc shares upon 10 days prior written notice to Manitowoc if a substitute shareholders representative has been agreed upon.

Restrictions on Resale

        The stock restriction and registration rights agreement provides that, during the 90 days following the completion of the merger, no stockholder party to the agreement may:

•

sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any option for the purchase of the shares of Manitowoc common stock received in the merger; or



•

engage in any hedging transaction which would result in a disposition of any of these shares, including effecting any short sale or maintaining any short position in such shares which was entered into after March 18, 2002 (even if that requires that the party terminate short positions which may have been entered into prior to signing the stock restriction and registration rights agreement).

        During the period beginning on the ninetieth day after the completion of the merger and continuing for twelve months thereafter or, if sooner, the date on which the number of restricted Manitowoc shares falls below 500,000:

•

sales of restricted Manitowoc shares may only be made through a broker selected by Manitowoc from the list of pre-approved brokerage firms attached as Appendix A to the agreement; and

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•

during any calendar week, the holders of restricted Manitowoc shares (considered collectively as a group) may not sell in the aggregate a number of those shares which exceeds 25% of the average weekly trading volume of Manitowoc's common stock, calculated over the most recently completed eight calendar weeks (with any sales made pursuant to the stock restriction and registration rights agreement being subtracted from the aggregate trading volume when computing the average weekly trading volume during any eight-week period).

        Solely for purposes of illustration, if the merger had occurred on or before [    •    ], 2002, Grove stockholders who became parties to the stock restriction and registration rights agreement and who wished to resell all or a portion of their Manitowoc stock during the week of [    •    ] 2002 would have been limited, as a group, to reselling an aggregate of [    •    ] Manitowoc shares, which is 25% of the average weekly trading volume of Manitowoc's common stock during the eight-week period from [    •    ], 2002 through [    •    ], 2002.

        The pre-approved brokerage firm will attempt to fill orders it receives on or before the last trading day of any calendar week during the next following calendar week. Holders of restricted Manitowoc stock whose shares of Manitowoc common stock are sold in this manner will receive the average price of all sales of shares of restricted Manitowoc stock made by the pre-approved brokerage firm during the week their shares are sold. If the pre-approved brokerage firm receives sale orders for any week in excess of the weekly limitation described above, it will fill orders up to the maximum weekly limit on a pro rata basis (based on the orders it receives), and any orders which it does not fill during that week will be carried over to the following calendar week, unless withdrawn by the Grove stockholder. In calculating the sale orders to be filled during a subsequent calendar week, any orders which are carried over from the prior week will be treated as if they were new sale orders.

        At the end of this restricted period, all transfer restrictions under this agreement will lapse. Any restrictions applicable to affiliates under Rule 145 may continue. See "Resale of Manitowoc Common Stock."

Demand Underwritten Offering

        At any time from 60 days after the completion of the merger until the expiration of the resale registration period, the shareholders representative, on behalf of holders of at least 20% of all Manitowoc stock to which the stock restriction and registration rights agreement then applies, may request that Manitowoc register for resale under the Securities Act all or part of each holder's restricted shares and facilitate an underwritten public offering of the holders' restricted Manitowoc stock. In response, Manitowoc must:

•

notify all holders of restricted Manitowoc shares of the demand;



•

file a resale registration statement as soon thereafter as practicable, but not more than thirty days after its receipt of the demand; and



•

use its best efforts to cause the resale registration statement to become effective as soon as practicable after filing.

        The resale registration statement will register for offer and sale in an underwritten offering all shares of restricted Manitowoc stock requested by holders who submitted the demand and all other shares of restricted Manitowoc stock for holders who give written notice of the request for registration to Manitowoc within 20 days of Manitowoc's notice of the initial demand. However, Manitowoc is not required to proceed with the filing of a resale registration statement unless holders have requested to sell the lesser of:

•

at least 80% of all shares of restricted stock then covered by the stock restriction and registration rights agreement; or

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•

at least 500,000 shares of restricted Manitowoc stock.

        The managing underwriter for any such underwritten offering will be selected from the list of pre-approved underwriting firms attached as Appendix B to the stock restriction and registration rights agreement by the holders of a majority of the shares of Manitowoc common stock proposed to be sold in the offering. Any holder wishing to sell shares in the offering will be required to enter into an underwriting agreement in customary form with the selected underwriter. If the number of shares of Manitowoc common stock to be included in the offering exceeds the amount that the underwriter advises is compatible with the success of the offering, then the maximum number of shares that the underwriter advises should be included in the offering will be allocated for sale among the selling holders pro rata based on the number of shares each holder proposes to sell in the offering.

        Upon its receipt of a demand from the shareholders representative for an underwritten offering, Manitowoc has the right to convert the demand into a piggyback registration (as described below) and to sell newly issued or treasury shares of its common stock in the underwritten offering. If Manitowoc desires to do this, it must so notify the holders not later than ten business days following its receipt of the demand.

        Holders are collectively entitled to only one demand underwritten offering under the stock restriction and registration rights agreement. A request for registration will not constitute a demand if:

•

an underwritten offering is not completed in response thereto;



•

the registration constitutes a piggyback registration initiated by Manitowoc in response to the demand as provided in the preceding paragraph; or



•

any and all shares of restricted Manitowoc stock sought to be included by holders in the underwritten public offering are not so included as a result of cutbacks recommended by the underwriters.

Suspension

        Manitowoc has the right to defer the filing of a registration statement pursuant to a proper demand if it furnishes to the holders of restricted Manitowoc stock a certificate signed by Manitowoc's chief executive officer which states that:

•

an event has occurred and is continuing which causes publicly available information about Manitowoc to contain an untrue statement of a material fact or to omit a material fact required to be stated therein or necessary to make the statements therein not misleading and that the disclosure of this event would be materially detrimental to Manitowoc or its shareholders; or



•

Manitowoc is engaged in a material transaction which would be adversely affected in any material respect by the underwritten offering.

        Manitowoc may only exercise these suspension rights once during any twelve month period and any suspension may only be for a reasonable period of time which will be as short as practicable, but in any event not longer than 90 days.

        If Manitowoc acts to suspend a properly demanded offering, the demand for the underwritten offering may be withdrawn by the holders of a majority of the shares of Manitowoc common stock that were to be sold in the offering. If holders of restricted Manitowoc stock withdraw their demand in such a way, they may not make another demand until the suspension period expires.

Piggyback Registration

        If Manitowoc proposes to register any common stock for sale in a public offering (subject to exclusions for specified types of offerings) while the stock restriction and registration rights agreement

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is in force, Manitowoc must provide notice of its intention to do so to all holders of restricted stock no later than 30 days prior to its initial filing of the registration statement. Any holder who wishes to sell shares of its restricted stock in Manitowoc's offering must provide Manitowoc with notice of its desire to do so no later than ten business days after Manitowoc provides notice of its offering. Manitowoc will then include such holder's shares of restricted Manitowoc stock in its registration statement for resale in the offering.

        In such a piggyback registration, and in a demand registration that Manitowoc converts to a piggyback registration as described above, Manitowoc and the shareholders representative will confer and cooperate in selecting the managing underwriters, but if they are unable to agree, Manitowoc will have the final discretion to select the managing underwriter, subject to the reasonable satisfaction of the shareholders representative. If the number of shares proposed to be sold in the piggyback registration exceeds the number of shares that the managing underwriter determines is compatible with the success of the offering, then the maximum number of shares proposed by the managing underwriter to be included in the offering will be allocated for sale in the following order:

•

first, equally between Manitowoc and the selling holders of restricted Manitowoc stock as a group until the maximum number of shares recommended by the managing underwriter is reached or until either the number of shares proposed to be sold by Manitowoc or by all of the holders is reached;



•

next, any remaining shares will be allocated to Manitowoc or to the holders, as the case may be; and



•

then, among the holders pro rata based on the number of shares of restricted stock proposed to be sold in the offering by each holder.

Expenses

        The stock restriction and registration rights agreement provides that Manitowoc will pay all expenses incident to any demand and piggyback registrations and related underwritten offerings, except that holders of shares of restricted Manitowoc stock offered and sold in any such offering must pay the fees of their own counsel and one-half of the amount of any underwriting discounts or commissions associated with the offering.

Amendment and Waivers

        The stock restriction and registration rights agreement can be amended or the observance of one or more of its terms can be waived only with the written consent of Manitowoc and the shareholders representative acting with the written approval of the holders of two-thirds of the Manitowoc shares that are covered by the stock restriction and registration rights agreement. However, no Grove stockholder will be bound by any amendment or waiver that purports to affect his or her rights with respect to a registration of Manitowoc stock under the agreement which became effective before the amendment or waiver, unless the Grove stockholder has consented in writing to that amendment or waiver.

Other Terms and Conditions

        The stock restriction and registration rights agreement prohibits holders of shares of restricted Manitowoc stock from selling those shares in market transactions during the seven days prior to and the 60 days following the effective date of a Manitowoc registration statement, if: (1) those shareholders are entitled to participate in the registration and resell shares thereunder; (2) all Manitowoc officers, directors and 5% or greater shareholders are similarly restricted; and (3) Manitowoc or an underwriter requests that the restriction apply.

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        The stock restriction and registration rights agreement contains other terms and conditions which are customary for agreements of this type, including provisions governing the duties and obligations of Manitowoc in connection with demand and piggyback registrations, the duty and obligations of holders to provide information for registration statements, indemnification and contribution rights and the like.

Procedure for Becoming a Party to the Stock Restriction and Registration Rights Agreement

        If you wish to become a party to the stock restriction and registration rights agreement, you may deliver a signed copy of the agreement at the Grove special meeting. You may also sign and return a copy of the agreement with your proxy card. If your shares are held in the name of a bank, broker or other fiduciary, such person(s) may not sign the stock restriction and registration rights agreement for you. These person(s) will forward you a copy of the agreement. If you wish to become a party to the agreement, you must sign the agreement yourself and return it to Grove. You may sign and become a party to the stock restriction and registration rights agreement regardless of whether or how you vote on the merger.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

        The following discussion summarizes the material United States federal income tax consequences of the merger to Grove stockholders who exchange their Grove common stock for Manitowoc common stock pursuant to the merger. The following discussion is based on existing provisions of the Internal Revenue Code, existing Treasury regulations and current administrative rulings and court decisions, all of which are subject to change, possibly with retroactive effect, and to differing interpretations.

        We do not discuss all United States federal income tax considerations that may be relevant to a particular stockholder in light of his or her personal circumstances or to stockholders subject to special treatment under the United States federal income tax laws, including:

•

dealers in securities or foreign currencies;



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stockholders who are subject to the alternative minimum tax provisions of the Internal Revenue Code;



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tax-exempt organizations;



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non-United States persons or entities;



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financial institutions or insurance companies;



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stockholders who acquired Grove common stock in connection with stock option or stock purchase plans or in other compensatory transactions; or



•

stockholders who hold Grove common stock as part of an integrated investment, including a "straddle," composed of shares of Grove common stock and one or more other positions.

        The following discussion does not apply to Grove stockholders who are paid cash for their Grove common stock as a result of exercising dissenters' rights. In addition, the following discussion does not address any consequences arising under any state, local or foreign tax laws. Further, the following discussion is limited to United States persons who hold their shares of Grove common stock as capital assets within the meaning of Section 1221 of the Internal Revenue Code (generally, as property held for investment).

        ACCORDINGLY, WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR CONCERNING THE SPECIFIC TAX CONSEQUENCES, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES, TO YOU OF THE TRANSACTION BASED ON YOUR PARTICULAR CIRCUMSTANCES.

        Grove's obligation to complete the merger is conditioned on the receipt by Grove of an opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois), dated as of the closing date, to the effect that the merger will be treated for United States federal income tax purposes as a reorganization within the meaning of section 368(a) of the Internal Revenue Code. The receipt of such closing opinion may be waived solely at the discretion of Grove. If Grove waives the condition, Grove will re-circulate a revised version of this proxy statement and prospectus to disclose the waiver of the condition, the material risks, if any, to its stockholders as a result of the waiver and any related material effects and re-solicit the approval of its stockholders.

        The closing opinion, if issued, will be based upon United States federal income tax law in effect on the closing date and, among other things, certain assumptions and representations, including those contained in representation letters provided to Skadden, Arps, Slate, Meagher & Flom (Illinois), by Grove and Manitowoc and that the merger will be consummated in accordance with the terms of the merger agreement without waiver of any of the conditions of that agreement. If any of those assumptions or representations proves to be inaccurate, the conclusions contained in the closing opinion could be affected. There can be no assurance that (i) if Skadden, Arps, Slate, Meagher & Flom

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(Illinois) does deliver a closing opinion, the Internal Revenue Service will not challenge the conclusions reached in the opinion or (ii) a court will not sustain any such challenge by the Internal Revenue Service.

        Although a definitive opinion on the tax treatment of the merger can be delivered only as of the closing date, based on factual representations contained in letters provided by Grove and Manitowoc, and on customary factual assumptions, all of which must continue to be true and accurate as of the effective time of the merger, Skadden, Arps, Slate, Meagher & Flom (Illinois), counsel to Grove, has delivered its conditional opinion (attached as exhibit 8.1 to the registration statement of which this proxy statement and prospectus forms a part) that for United States federal income tax purposes:

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The merger will be treated as a reorganization within the meaning of section 368(a) of the Internal Revenue Code.



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You will not recognize any gain or loss when you exchange your Grove common stock for Manitowoc common stock pursuant to the merger agreement (except as discussed below with respect to cash received instead of fractional shares).



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Your aggregate tax basis in the Manitowoc common stock you receive as a result of the merger will be the same as your aggregate tax basis in the Grove common stock you surrender in the exchange, reduced by the tax basis of any shares of Grove common stock for which you receive cash instead of a fractional share of Manitowoc common stock.



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The holding period of the Manitowoc common stock you receive as a result of the exchange will include the period during which you held the Grove common stock you exchange in the merger.



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You will recognize gain or loss with respect to cash you receive instead of a fractional share interest in Manitowoc common stock. Your gain or loss will be measured by the difference between the amount of cash you receive and the portion of the tax basis of your shares of Grove common stock that is allocable to such fractional share interest. This gain or loss will be capital gain or loss and will be (1) a short-term capital gain or loss if your shares of Grove common stock have been held for one year or less at the time the merger is completed or (2) a long-term capital gain or loss if your shares of Grove common stock have been held for more than one year at the time the merger is completed.



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Grove, Manitowoc, and Manitowoc's acquisition subsidiary will not recognize gain or loss as a result of the merger.

        THE PRECEDING STATEMENTS DO NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT TO THE MERGER. THUS, YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE MERGER, INCLUDING TAX RETURN REPORTING REQUIREMENTS, THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL, FOREIGN AND OTHER APPLICABLE TAX LAWS AND THE EFFECT OF ANY PROPOSED CHANGES IN THE TAX LAWS.

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MANITOWOC BUSINESS

        The Manitowoc Company, Inc. is a diversified industrial manufacturer with leading positions in its three principal segments: cranes; foodservice equipment; and marine services in the Great Lakes region. Manitowoc's crane business designs, manufactures and markets a comprehensive line of crawler cranes, tower cranes and boom trucks with capacities ranging from 10 tons to 1,433 tons. Manitowoc's cranes are used in a wide variety of applications, including energy, petrochemical and industrial projects, infrastructure development such as road, bridge and airport construction, commercial and high-rise residential construction, mining and dredging. Manitowoc's foodservice business designs, manufactures and markets full product lines of ice making machines, walk-in and reach-in refrigerator/freezers, fountain beverage delivery systems and other foodservice refrigeration products for the restaurant, lodging, convenience store and institutional foodservice markets. Manitowoc's marine service business provides ship building, repair and maintenance services in the U.S. Great Lakes region. Manitowoc owns four shipyards and operates over 55% of the drydock capacity, based on footage, serving the U.S. Great Lakes commercial fleet. Its principal executive offices are located at 500 South 16th Street, Manitowoc, Wisconsin 54220.

GROVE BUSINESS

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

        Grove is the successor corporation to SGPA, Inc. (formerly known as Grove Investors LLC). On May 7, 2001, SGPA filed a pre-negotiated plan of reorganization for SGPA and each of its domestic subsidiaries pursuant to Chapter 11 of the U.S. Bankruptcy Code. The plan of reorganization was confirmed on September 14, 2001 and consummated on September 25, 2001. In connection with the plan of reorganization, Grove was formed, and it acquired SGPA and its subsidiaries.

        Grove's products are sold in over 50 countries primarily through an established, global network of independent distributors. Grove's major marketing regions are North America, Europe, Africa and the Middle East, Asia and Latin America.

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

        Grove Manlift, now manufactured, distributed and serviced by Grove Crane, has seven models of aerial work platforms, which are used primarily in industrial applications. Aerial work platforms are used to elevate workers and their materials as an alternative to methods such as scaffolding and ladders.

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

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GROVE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity Overview

        On May 7, 2001, a pre-negotiated plan of reorganization was filed for Grove's predecessor (which we refer to herein as the Predecessor or Grove's predecessor) and each of its domestic subsidiaries pursuant to Chapter 11 of U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the Middle District of Pennsylvania. The bankruptcy court confirmed the plan of reorganization on September 14, 2001 and it was consummated on September 25, 2001. For accounting purposes, the inception date for the reorganized company was as of the close of business on September 29, 2001.

        In connection with the plan of reorganization, Grove was formed under the laws of the State of Delaware, and in turn formed a wholly owned subsidiary, Grove Holdings, Inc., which in turn formed a wholly owned subsidiary, Grove Worldwide, Inc.

        On September 25, 2001, Grove acquired the Predecessor and executed, among other things, the following elements of the plan of reorganization:

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Holders of amounts outstanding under the Predecessor's bank credit facility of approximately $224 million, including accrued interest, were issued (1) $125.0 million in senior secured notes, (2) debentures, with a face value of $45.0 million and an estimated fair value of $35.8 million, (3) four million shares of Grove's common stock, and (4) the right to elect three members to Grove's board of directors.



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Holders of approximately $236 million of the Predecessor's 9.25% senior subordinated notes, including accrued interest, were issued (1) one million shares of Grove's common stock, (2) Series A warrants with a seven-year term giving the holder the right to acquire an aggregate of 277,778 shares of Grove's common stock at an exercise price of approximately $19.20 per share, (3) Series B warrants with a seven-year term giving the holder the right to acquire an aggregate of 277,778 shares of Grove's common stock at $24.20 per share, and (4) the right to elect one member to Grove's board of directors.



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Holders of approximately $70 million of the Predecessor's 11.625% senior discount debentures, including accrued interest, approximately $73 million of the Predecessor's 14.5% senior debentures, including accrued interest, and the equity holders of the Predecessor did not receive any consideration under the plan of reorganization and their claims were extinguished.



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Holders of all pre-petition unsecured trade obligations were paid in full.

In connection with the bankruptcy, the Predecessor's bank group provided $35.0 million of debtor-in-possession financing for use by the Predecessor during bankruptcy, which was converted into a revolving credit facility upon Grove's emergence from reorganization.

        The reorganization resulted in the elimination of approximately $440 million of the Predecessor's pre-petition long-term debt. Following the reorganization, Grove has a working capital ratio of better than two to one and a debt to equity ratio of under five to one.

Critical Accounting Policies

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts. The more significant estimates include: reserves for warranty, product liability and

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postemployment benefits. Grove uses the following methods and assumptions in determining the estimates:

        Warranty accrual—Determined by applying historical claim rate experience to the current population of units currently under Grove's warranty program. Generally, historical claim rates are developed using a 12-month rolling average of actual warranty expense. These rates are applied to the unit population to determine the accrual.

        Product liability accrual—Grove records an accrual for the estimated amount of claims which are self-insured. The estimates are provided by a third party actuary based upon the last ten years historical claims trend data. The accrual for claims includes estimates of legal and administrative costs to be incurred.

        Postretirement benefit reserve—Grove determines the accrual in accordance with SFAS 87 and SFAS 106 using the assumptions detailed in its consolidated financial statements.

Results of Operations

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

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

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(1)

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

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

Fiscal 2001 Compared To Fiscal 2000

        Net Sales.    Net sales decreased $128.4 million, or 15.2%, from $846.0 million for fiscal 2000 to $717.6 million for fiscal 2001. New equipment sales decreased $129.1 million, or 19.4%, as the result of lower unit sales by the Grove Crane operating division due to a worldwide decline in the construction

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equipment market and lower Manlift unit volumes as a result of the Predecessor's reduction of Manlift operations. After-market sales for the Predecessor, including parts and services, decreased from fiscal 2000 to fiscal 2001 due primarily to a decline in parts and service sales in Europe. Other sales for the Predecessor increased 2.0% as a result of higher sales to the U.S. government and used equipment sales.

        Gross Profit.    Gross profit decreased $23.6 million, or 18.9%, from $124.9 million in fiscal 2000 to $101.3 million in fiscal 2001. Gross margins as a percentage of net sales were 14.8% in fiscal 2000 compared with 14.1% in fiscal 2001. Margins were adversely impacted in both fiscal 2000 and 2001 by write-off of obsolete inventory of $12.5 million and $7.5 million, respectively, principally related to the reduction in Manlift production.

        Selling, Engineering, General and Administrative Expenses.    Selling, engineering, general and administrative expenses (SG&A) decreased $12.0 million, or 11.1%, from $107.9 million in fiscal 2000 to $95.9 million in fiscal 2001. The decrease in expenses was a result of cost reduction efforts at Grove's Shady Grove facility and in its European operations. As a percentage of net sales, SG&A was 13.4% in fiscal 2001 and 12.8% in fiscal 2000.

        Reorganization expenses.    During the year ended September 29, 2001, Grove's predecessor executed a Chapter 11 reorganization. As a result of the reorganization, Grove's predecessor incurred bank and professional fees associated with the reorganization of $14.5 million in fiscal 2001. Such costs will not recur in fiscal 2002.

        Restructuring charges.    During fiscal 2001, Grove's predecessor terminated approximately 190 employees resulting in severance costs of $5.0 million. During fiscal 2000, Grove's prececessor adopted and executed restructuring plans that resulted in the termination of approximately 470 employees principally in its U.S. operations resulting in severance costs of $8.8 million. The terminations included manufacturing, general and administrative personnel.

        Goodwill Impairment Charge.    During fiscal 2000, management adopted a plan to reduce the size of its Manlift operations. In connection with the decision to reduce Manlift operations, Grove's predecessor recognized a goodwill impairment charge of $53.4 million.

        Income (loss) from operations.    Income (loss) from operations, excluding the goodwill impairment charge of $53.4 million and the restructuring charge of $8.8 million in fiscal 2000 and excluding the reorganization expenses of $14.5 million and the restructuring charges of $5.0 million in fiscal 2001, decreased $10.1 million from $10.0 million in fiscal 2000 to ($0.1) million in fiscal 2001. The decline was primarily a result of lower sales due to a reduction in demand for new units by the construction equipment market.

        Extraordinary item—gain on discharge of debt and accrued interest.    In fiscal 2001, Grove's predecessor realized a $334.4 million gain on the discharge of debt and accrued interest as a result of the Chapter 11 reorganization.

Fiscal 2000 Compared to Fiscal 1999

        Net Sales.    Net sales increased $57.1 million, or 7.2%, from $788.9 million for fiscal 1999 to $846.0 million for fiscal 2000. Net sales would have been approximately 4% higher had foreign exchange rates been stable from fiscal 1999 to fiscal 2000 against the U.S. dollar. New equipment sales increased $39.3 million, or 6.3%, principally as the result of higher unit sales by the Grove Crane operating division. After-market sales for Grove's predecessor, including parts and services, decreased from fiscal 1999 to fiscal 2000 due primarily to a decline in parts and service sales in Europe. Other sales for Grove's predecessor increased 31.3% as a result of higher sales to the U.S. government and used equipment sales.

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        Gross Profit.    Gross profit decreased $22.9 million, or 15.5%, from $147.8 million in fiscal 1999 to $124.9 million in fiscal 2000, as a result of a decline in Manlift volumes and pricing, manufacturing inefficiencies in U.S. operation and the impact of the strengthening U.S. dollar against European currencies. Gross profit would have been approximately 6% higher had foreign exchange rates been stable from fiscal 1999 to fiscal 2000 against the U.S. dollar. The manufacturing inefficiencies were caused, in part, by a failed attempt by a labor union to organize U.S. employees. In connection with the decision to cease manufacturing of certain aerial work platform models, the Predecessor recorded inventory write-downs of $12.5 million in fiscal 2000. Gross profit as a percent of sales decreased to 14.8% in fiscal 2000 from 18.7% in fiscal 1999 primarily as the result of lower Manlift pricing.

        Selling, Engineering, General and Administrative Expenses.    Selling, engineering, general and administrative expenses (SG&A) decreased $16.8 million, or 13.5%, from $124.7 million in fiscal 1999 to $107.9 million in fiscal 2000. Cost reductions at the Shady Grove facility contributed approximately $8.0 million to the decline. The strength of the U.S. dollar against European currencies contributed $4.4 million to the decline. Included in SG&A are approximately $0.9 million and $5.4 million of consulting fees, for fiscal 2000 and fiscal 1999, respectively, paid to a consultant in connection with an operational improvement program. As a percentage of net sales, SG&A was 12.8% in fiscal 2000 and 15.8% in fiscal 1999.

        Restructuring charges.    During fiscal 2000, Grove's predecessor terminated approximately 470 employees principally in its U.S. operations resulting in severance costs of $8.8 million. The terminations included manufacturing, general and administrative personnel.

        Goodwill Impairment Charge.    During fiscal 2000, management adopted a plan to reduce the size of its Manlift operations. In connection with the decision to reduce Manlift operations, Grove's predecessor recognized a goodwill impairment charge of $53.4 million.

        Income from operations.    Income from operations, excluding the goodwill impairment charge of $53.4 million and restructuring charge of $8.8 million in fiscal 2000, decreased $6.2 million from $16.2 million in fiscal 1999 to $10.0 million in fiscal 2000. The declines were principally related to lower operating profits by the Grove Manlift division caused by the factors described above as well as the strengthening of the U.S. dollar against European currencies.

Second Fiscal Quarter 2002 Compared to Second Fiscal Quarter 2001

        Net Sales.    Net sales decreased $65.3 million, or 32.8%, to $133.5 million for the second fiscal quarter 2002 from $198.8 million for the second fiscal quarter 2001. The decrease in net sales is principally the result of decreased new equipment sales.

        New equipment sales decreased $49.2 million, or 33.8% to $96.4 million for the second fiscal quarter 2002 from $145.6 million for the second fiscal quarter 2001. The decrease in net sales is principally the result of decreased demand for new units. The decline in unit volume is the result of the discontinuation of various aerial work platform models during fiscal 2001 and overall market decline in the U.S. and European crane markets.

        After-market sales did not significantly change in the second fiscal quarter 2002 from the second fiscal quarter 2001. An increase in net sales in North American was offset by a decrease in Europe.

        Other sales decreased by $17.2 million to $13.8 million in the fiscal 2002 three months from $31.0 million in the fiscal 2001 three months. The decrease was primarily due to lower government and used equipment sales volumes.

        Gross Profit.    Gross profit decreased $4.1 million, or 15.4%, to $22.6 million in the second fiscal quarter 2002 from $26.7 million in the second fiscal quarter 2001. The decrease in gross profit was attributable primarily to a decline in Grove Crane and National Crane volumes offset by improved

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manufacturing efficiencies in Grove's U.S. operation. Gross profit as a percent of sales increased to 16.9% in the second fiscal quarter 2002 from 13.4% in the second fiscal quarter 2001 primarily as the result of mix of products sold and manufacturing efficiencies.

        Selling, Engineering, General and Administrative Expenses.    Selling, engineering, general and administrative expenses (SG&A) decreased $6.2 million, or 23.7%, to $20.1 million in the second fiscal quarter 2002 from $26.3 million in the second fiscal quarter 2001. The decrease is primarily due to the costs reductions implemented during fiscal 2001. As a percentage of net sales, SG&A was 15.0% in the second fiscal quarter 2002 and 13.2% in the second fiscal quarter 2001.

        Restructuring charges.    During the second fiscal quarter 2001, Grove's predecessor adopted and executed a restructuring plan that resulted in the termination of approximately 290 employees principally in its U.S. operations. In connection with the terminations, Grove's predecessor accrued severance costs of $0.8 million. During the second fiscal quarter 2002, Grove adopted and executed a restructuring plan that resulted in the termination of approximately 77 employees principally in its U.S. operations. In connection with the terminations, Grove accrued severance costs of $0.7 million.

        Interest expense.    Interest expense decreased $11.4 million to $4.4 million for the second fiscal quarter 2002 from $15.8 million in the second fiscal quarter 2001 as the result of the new capital structure following Grove's restructuring.

        Backlog.    Grove's backlog consists of firm orders for new equipment and replacement parts. Total backlog as of April 6, 2002 was approximately $120.3 million compared with total backlog as of April 6, 2001 of approximately $106.9 million. Substantially all of Grove'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.

First Six Months Fiscal 2002 Compared to First Six Months Fiscal 2001

        Net Sales.    Net sales decreased $108.9 million, or 29.3%, to $263.3 million for the first six months of fiscal 2002 from $372.2 million for the first six months of fiscal 2001. The decrease in net sales is principally the result of decreased new equipment sales.

        New equipment sales decreased $80.7 million, or 29.8% to $189.7 million for the first six months of fiscal 2002 from $270.4 million for the first six months of fiscal 2001. The decrease in net sales is principally the result of decreased demand for new units. The decline in unit volume is the result of the reduction of the Manlift business and overall market decline in the U.S. and European crane markets.

        After-market sales did not significantly change in the first six months of fiscal 2002 from the first six months of fiscal 2001. An increase in net sales in North American was offset by a decrease in Europe.

        Other sales decreased by $28.8 million to $28.5 million in the first six months of fiscal 2002 from $57.3 million in the first six months of fiscal 2001. The decrease was primarily due to lower government and used equipment sales volumes.

        Gross Profit.    Adjusted for a $14.5 million charge related to inventory and other asset write-ups recorded in "fresh start" reporting, gross profit decreased $7.7 million, or 15.1%, to $43.2 million in the first six months of fiscal 2002 from $50.9 million in the first six months of fiscal 2001. The decrease in gross profit was attributable primarily to a decline in Grove Crane and National Crane volumes offset by manufacturing efficiencies in Grove's U.S. operation. Gross profit as a percent of sales increased to 16.4% in the first six months of fiscal 2002 from 13.7% in the first six months of fiscal 2001 primarily as the result of mix of products sold and manufacturing efficiencies.

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        Selling, Engineering, General and Administrative Expenses.    Selling, engineering, general and administrative expenses (SG&A) decreased $9.4 million, or 19.7%, to $38.6 million in the first six months of fiscal 2002 from $48.0 million in the first six months of fiscal 2001. The decrease is primarily due to the cost reductions implemented during fiscal 2001. As a percentage of net sales, SG&A was 14.6% in the first six months of fiscal 2002 and 12.9% in the first six months of fiscal 2001.

        Restructuring charges.    During the first six months of fiscal 2001, Grove's predecessor adopted and executed restructuring plans that resulted in the termination of approximately 510 employees principally in its U.S. operations. In connection with the terminations, Grove's predecessor accrued severance costs of $2.4 million. During the first six months of fiscal 2002, Grove adopted and executed a restructuring plan that resulted in the termination of approximately 77 employees principally in its U.S. operations. In connection with the terminations, Grove accrued severance costs of $0.7 million.

        Interest expense.    Interest expense decreased $26.6 million to $7.3 million for the first six months of fiscal 2002 from $33.9 million in the first six months of fiscal 2001 as the result of the new capital structure following Grove's restructuring.

Geographic Comparisons During the Three Years Ended September 29, 2001

        Net sales to unaffiliated customers by Grove's domestic subsidiaries contributed 57% of the Predecessor's sales in fiscal 2001. Net sales to unaffiliated customers by the Predecessor's domestic subsidiaries decreased by $135 million or 25% in fiscal 2001 as compared to fiscal 2000. The decrease in net sales by the Predecessor's domestic subsidiaries was across all product lines as the result of a decline in the U.S. construction equipment market and lower Manlift unit volumes as a result of the Predecessor's reduction of Manlift operations. Net sales to unaffiliated customers by the Predecessor's foreign subsidiaries increased by $16 million or 5% in fiscal 2001 as compared to fiscal 2000. The increase in net sales by the Predecessor's foreign subsidiaries was primarily the result of higher crane sales.

        Net sales to unaffiliated customers by the Predecessor's domestic subsidiaries contributed 65% of the predecessor's sales in fiscal 2000. Net sales to unaffiliated customers by the Predecessor's domestic subsidiaries increased by $13 million or 2% in fiscal 2000 as compared to fiscal 1999. The increase in net sales by the Predecessor's domestic subsidiaries was a result of an increase in crane sales offset by a decrease in aerial work platform sales. Net sales to unaffiliated customers by the predecessor's foreign subsidiaries increased by $45.8 million or 18.3% in fiscal 2000 as compared to fiscal 1999. The increase in net sales by the predecessor's foreign subsidiaries was primarily the result of higher crane sales.

Geographic Comparisons During the Six Months Ended March 30, 2002.

        Net sales to unaffiliated customers by Grove's domestic subsidiaries contributed 57% of Grove's sales for the six months ended March 30, 2002. Net sales to unaffiliated customers by Grove's domestic subsidiaries decreased by $57.5 million or 27.5% for the six months ended March 30, 2002 as compared to the six months ended March 31, 2001. The decrease in net sales by Grove's domestic subsidiaries was across all product lines as the result of a decline in the U.S. construction equipment market. Net sales to unaffiliated customers by Grove's foreign subsidiaries decreased by $46.7 million or 29.0% in the six months ended March 30, 2002 as compared to the six months ended March 31, 2001. The decrease in net sales by Grove's foreign subsidiaries was primarily the result of lower unit crane sales due to a continued softening of the market in Europe.

Euro Conversion

        On January 1, 1999, certain members of the European Union established fixed conversion rates between their existing national currencies and a single new currency, the euro. For a three-year transition period, transactions were conducted in both the euro and national currencies. Effective

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January 1, 2001, the euro became the official currency of those member countries and their national currencies are being phased out over various periods during the first half of 2002. After June 30, 2002, the euro will be the sole legal tender of the participating countries. The adoption of the euro is affecting a multitude of financial systems and business applications within Grove and those of third parties with whom it does business.

        Grove has operations in certain of the countries participating in the euro conversion. Grove completed its plans to address the information system issues and the potential business implications of converting to a common currency in November 2001. As a part of this process, Grove converted to recent releases of system software, where necessary, that accommodate the euro conversion. Management of Grove believes that it has modified, or is in the process of appropriately modifying, its business activities to accommodate this conversion and transition to the euro. The costs to accommodate the euro conversion to date have not been material and management believes that future conversion costs will also not be significant.

        The use of a common currency throughout most of Europe should permit Grove, its suppliers, and its customers to more readily compare the prices of the products in the areas Grove serves. Management expects this will lead to more uniform pricing of products in countries within the European Union. The effects of these trends on its businesses will depend on the competitive situations that exist in the various areas in which it participates and potential actions that may or may not be taken by its competitors, customers, or suppliers. While these uncertainties make it difficult for us to predict the impact of the euro conversion on its overall operations, Grove doesn't expect that it will have a material impact on its operations, cash flows, or financial condition.

Environmental Matters

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

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

Liquidity and Capital Resources

        Grove's business is working capital intensive, requiring significant investments in receivables and inventory. In addition, Grove requires capital for replacement and improvements of existing plant, equipment and processes.

        During fiscal 2001, the Predecessor's operating activities used approximately $13.0 million in cash flow. This amount resulted primarily from a loss from operations before non-cash charges of $24.8 million.

        During fiscal 2001, the Predecessor used $9.4 million in investing activities, including $7.1 million for capital expenditures and $4.6 million for investment in equipment held for rent (due to the lease treatment relating to certain sales which are accounted for as operating leases). The cash flows used in investing activities were funded from additional borrowings and cash resources.

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        During fiscal 2000, the Predecessor's operating activities used approximately $9.8 million in cash flow. This amount resulted primarily from a loss from operations before non-cash charges of $13.5 million offset by declines in the investment in working capital of $5.2 million.

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

        During fiscal 1999, the Predecessor's operating activities generated approximately $0.7 million in operating cash flow. This amount resulted primarily from income from operations before non-cash charges of $49.7 million and declines in the investment in working capital of $5.7 million offset by payments for interest expense of $39.3 million and costs related to the closure of the Sunderland manufacturing facility of $17.3 million.

        During fiscal 1999, the Predecessor used $19.3 million in investing activities, consisting of $9.4 million for capital expenditures and $23.8 million for investment in equipment held for rent (due to the operating lease treatment relating to certain sales which are accounted for as operating leases). Such amounts were offset by proceeds from the sales of property and equipment of $3.4 million and the final payment from Hanson plc of $10.5 million related to the post closing purchase price adjustment. The cash flows used in investing activities were funded from cash resources.

        During the first six months of fiscal 2002, Grove's operating activities provided approximately $3.8 million in operating cash flow. This amount resulted from income from operations before non-cash charges of $5.5 million and a decrease in working capital of $7.9, net of other cash outflows of $9.6 million. During the six months ended March 30, 2002, Grove paid severance costs of $1.3 million related to termination agreements consummated in fiscal 2001. As of March 30, 2002, Grove has remaining severance obligations of $0.8 million, which it expects to pay through July 2003.

        During the first six months of fiscal 2002, Grove used $0.7 million in investing activities for capital expenditures.

        With $11.8 million of cash on hand and $16.5 million in additional available borrowings under Grove's revolving line of credit, total liquidity at March 30, 2002 is $28.3 million.

        Grove 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 Grove has made to certain of its foreign subsidiaries. The loans have been established with amounts and interest rates to allow for repatriation without restriction or additional tax burden. However, there is no assurance that the foreign subsidiaries will generate the cash flow required to service the loans or that the laws in the foreign jurisdictions will not change to limit repatriation or increase the tax burden of repatriation.

        Grove has no plans to pay dividends.

        Management believes that normal variations in foreign exchange rates are not material to Grove's operations or financial position.

        On September 25, 2001, Grove entered into a new three-year revolving credit facility. The maximum borrowing and/or outstanding letters of credit under the revolving credit facility may not exceed the lesser of $35 million or an amount determined by a borrowing base formula. The borrowing base formula is comprised of certain specified percentages of eligible accounts receivable and inventory. Borrowings under the revolving credit facility are secured by a security interest in, pledge of and lien on substantially all Grove's North American assets and properties and the proceeds thereof. Borrowings under the revolving credit facility are guaranteed by Grove and its subsidiaries. Borrowings may be used to fund working capital and other general corporate purposes. The revolving credit facility

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contains restrictive covenants, including, among other things, limitations on dividends, limitations on the creation of additional liens and indebtedness, limitations on capital expenditures, investments, the sale of assets and transactions with affiliates. Financial covenants include the maintenance of minimum earnings before interest, taxes, depreciation and amortization, maximum leverage, minimum interest coverage, maximum capital expenditures and net worth. The revolving credit facility requires that Grove have outstanding borrowings of $15 million at all times, subject to the borrowing base restrictions. The agreement was amended in March, 2002 to eliminate certain financial covenants during the quarters ended March 30, 2002 and June 30, 2002.

        The revolving credit facility provides that borrowings will bear interest at a rate of 2.5% in excess of the bank's base rate, or at its option, a rate of 3.5% in excess of the reserve adjusted Eurodollar rate for interest periods of one, two, three, six or twelve months. Grove also pays a 0.5% fee on the unused portion of the revolving credit facility, a letter of credit fee of 3.5% per annum and certain other fees. At March 30, 2002, Grove had available additional borrowings of approximately $16.5 million under the revolving credit facility.

        Grove's lenders have waived the financial covenants under the revolving credit facility and Grove's senior credit agreement until June 30, 2002.

Quantitative and Qualitative Disclosures About Market Risk

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

        Grove may also use derivative financial instruments to manage its exposure to interest rate risk. A summary of Grove's principal financial instruments which are subject to interest rate risk at September 29, 2001 is as follows (dollars in thousands):

        The revolving credit facility provides that borrowings will bear interest at a rate of 2.5% in excess of the banks base rate, or at Grove's option, a rate of 3.5% in excess of the reserve adjusted Eurodollar rate for interest periods of one, two, three, six or twelve months. Grove also pays a 0.5% fee on the unused portion of the revolving credit facility, a letter of credit fee of 3.5% per annum and certain other fees.

        Grove has also entered into a $125.0 million term loan facility which provides that borrowings will bear interest at a rate of 2.5% in excess of the banks base rate, or at Grove's option, a rate of 3.5% in excess of the reserve adjusted Eurodollar rate for interest periods of one, two, three, six or twelve months. The term loan facility requires mandatory prepayment with any proceeds from the issuance of any new debt or equity; certain asset sales; and 50% of excess cash flow, as defined in the agreement.

        Movement in foreign currency exchange rates creates risk to Grove's operations to the extent of sales made and costs incurred in foreign currencies. The major foreign currencies, among others, in which Grove does business are the British pound sterling, and the euro. In addition, changes in currency exchange rates can affect the competitiveness of Grove's products and could result in management reconsidering pricing strategies to maintain market share. Specifically, Grove is most sensitive to changes in the euro. For fiscal 2001, approximately 43% of Grove's net sales were

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transacted in foreign currencies, of which approximately 78% was transacted in euros. Based on Grove's overall currency rate exposure at September 29, 2001, a 10% change in currency rates would not have had a material effect on the financial position, results of operations or cash flows of Grove.

        In order to manage currency risk, Grove's practice is to contract for purchases and sales of goods and services in the functional currency of Grove's subsidiary executing the transaction. To the extent the purchases or sales are in currencies other than the functional currency of the subsidiary, Grove will generally purchase forward contracts to hedge firm purchase and sales commitments. As of March 30, 2002, Grove was a party to contracts with an aggregate obligation of $17 million. The contracts have an unrealized loss of eleven thousand dollars. These forward contracts generally have average maturities of less than six months. Grove has not taken any actions at this time to hedge its net investment in foreign subsidiaries but may do so in the future.

        Grove does not have any commodity contracts.

Committed funds

        Grove has committed cash outflow related to debt repayments and capital and operating lease agreements as follows as of September 29, 2001 (in thousands).

        Grove provides guarantees of residual value to third party financing companies in support of certain customers' financing arrangements. These guarantees generally are only exercisable should Grove's customer default on their financing agreements. Grove does not expect to incur losses under these guarantees. Exercises of these guarantees have not been significant for the periods in the three years ended September 29, 2001. Aggregate residual value guarantees were approximately $37 million at September 29, 2001.

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PRINCIPAL STOCKHOLDERS OF GROVE

        The following table sets forth information regarding the beneficial ownership of Grove capital stock as of [    •    ], 2002 by:

•

each person or entity known by Grove to beneficially own more than 5% of the outstanding shares of Grove common stock;



•

each executive officer and director of Grove; and



•

all executive officers and directors of Grove as a group.

        Unless otherwise indicated below, to Grove's knowledge, all persons named in the table have sole voting and investment power with respect to their shares of capital stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated, the address of each beneficial owner listed below is c/o Grove Investors, Inc., 1565 Buchanan Trail East, Shady Grove, Pennsylvania 17256. The table below reflects the shareholdings on an as-converted basis.

        Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.

        As of [    •    ], there were approximately [    •    ] record holders of Grove common stock.

		Grove Common Stock Owned Before Merger				Percentage of Manitowoc Shares Beneficially Owned After Merger(2)(3)
Name and address		Number of Shares		Percentage(1)
Jeffry D. Bust		80,000		1.6	%	*
John T. Wheeler		30,000		*		*
Stephen L. Cripe		30,000		*		*
Mark J. Klaiber		5,000		*		*
Scott Krase(4)		592,527		12.0	%	*
James F. Wilson(5)		435,612		8.8	%	*
Gerard E. Holthaus		—		—
Paul E. Suckow		—		—
Oak Hill Securities Fund, L.P.(6) 65 East 55th Street, 32nd Floor New York, New York 10022		429,868		8.7	%	*
Highland Capital Management(7) 1345 Noel Road Dallas, TX 75240		537,032		10.9	%	*
Sharp Hill Capital LLC c/o Special Investments Group 120 Long Ridge Road, 3rd Floor Stamford, CT 06927		469,363		9.5	%	*
Carl Marks Management Company, L.P.(8) 135 East 57th Street, 27th Floor New York, NY 10286		435,612		8.8	%	*
Limited Ark CLO 2001-1 c/o Patriarch Partners, LLC 112 South Tryon Street, Suite 70 Charlotte, NC 28284		355,269		7.2	%	*
All directors and executive officers as a group (8 people)		1,173,139		23.7	%	2.0	%

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*

Represents beneficial ownership of less than 1% of the outstanding shares of the specified class or series of stock.

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(1)

The number of shares of Grove common stock deemed outstanding includes:

•

4,945,000 shares of common stock outstanding as of April 9, 2002; and

•

the number of shares, if any, of Grove common stock that the respective persons named in the above table have the right to acquire presently or within 60 days of April 9, 2002 upon the exercise of stock options.

(2)

Represents the percentage of Manitowoc common stock outstanding after the merger based upon the number of shares of Grove common stock the holder owned on April 9, 2002 multiplied by 0.4417, the maximum number of shares which may be issued in the merger in exchange for each Grove share.

(3)

The number of shares of Manitowoc common stock deemed outstanding following the merger includes:

•

24,062,778 shares of Manitowoc common stock outstanding on March 31, 2002; and

•

2,184,206, the maximum number of shares which may be issued in the merger based on the number of shares held by holders of Grove common stock on April 9, 2002.

(4)

All shares indicated as owned by Mr. Krase are due to his affiliation with Oak Hill Securities Fund, L.P. and Oak Hill Securities Fund II, L.P. (which beneficially owns 162,659 shares of Grove common stock).

(5)

All shares indicated as owned by Mr. Wilson are due to his affiliation with Carl Marks Management Company, L.P.

(6)

All shares of Grove common stock are held by Hare & Co., as agent for Oak Hill Securities Fund, L.P.

(7)

Includes 36,997 shares of Grove common stock held by Highland Crusader Offshore Partners; 87,104 shares of Grove common stock held by KZH Pamco LLC; 117,055 shares of Grove common stock held by ML CBO IV (Cayman) Ltd.; 208,772 shares of Grove common stock held by PAM Capital Funding LP; and 87,104 shares of Grove common stock held by Pamco Cayman Ltd.

(8)

Includes 331,065 shares of Grove common stock held by held by Carl Marks Strategic Investments, L.P. and 104,546 shares of Grove common stock held by Carl Marks Strategic Investments II, L.P.

Executive Compensation Plan Information

        The following provides information with respect to Grove compensation plans as of the completion of fiscal year 2001:

			Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders			0			0		0
Equity compensation plans not approved by security holders			263,158		$	7.92		55,000
	Total		263,158		$	7.92		55,000

        The Grove board of directors has adopted the Grove Investors, Inc. 2001 Stock Incentive Plan, an equity compensation plan for the officers and employees of Grove and its subsidiaries. The plan allows for the grant of awards with respect to a maximum of 533,000 shares of Grove common stock, which awards may be made in the form of non-qualified stock options or restricted stock. The plan is

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administered by the Grove board of directors (or a committee of the Grove board), which has the authority to determine which officers and employees will receive awards under the plan, as well as the terms and conditions of those awards, including term, vesting schedule and option exercise price. The plan permits the terms of outstanding awards to be equitably adjusted to reflect corporate transactions affecting Grove's common stock and provides for the vesting schedule of all awards outstanding under the plan to be accelerated upon the occurrence of certain events, including stockholder approval of the merger.

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DESCRIPTION OF MANITOWOC CAPITAL STOCK

        Manitowoc's articles of incorporation provide that it has authority to issue 75 million shares of common stock and 3.5 million shares of preferred stock.

        The following summary of some provisions of Manitowoc's common stock and preferred stock is not complete. You should refer to Manitowoc's articles of incorporation, which are incorporated by reference as an exhibit to the registration statement of which this proxy statement and prospectus is a part, and applicable law for more information.

Common Stock

        As of March 31, 2002, Manitowoc had 24,062,778 shares of common stock issued and outstanding. Manitowoc will issue between 1.7 million and 2.2 million shares of its common stock to Grove stockholders in the merger and therefore will have approximately [    •    ] million shares of common stock issued and outstanding immediately after the merger is completed. All of the issued and outstanding shares are fully paid and nonassessable, and the shares of common stock being issued in the merger will, upon completion of the merger, be fully paid and nonassessable, except in each case for statutory liability under Section 180.0622(2)(b) of the Wisconsin Business Corporation Law for unpaid employee wages.

        After all cumulative dividends have been paid or declared and set apart for payment on any shares of preferred stock that are outstanding, Manitowoc common stock is entitled to such dividends as may be declared from time to time by its board of directors in accordance with applicable law. See "Price Range of Common Stock and Dividend Policy."

        Except as provided under Wisconsin law and except as may be determined by Manitowoc's board of directors with respect to any series of preferred stock, only the holders of common stock will be entitled to vote for the election of members to Manitowoc's board of directors and on all other matters. Holders of common stock are entitled to one vote per share of common stock held by them on all matters properly submitted to a vote of shareholders, subject to Section 180.1150 of the Wisconsin Business Corporation Law. Shareholders have no cumulative voting rights, which means that the holders of shares entitled to exercise more than 50% of the voting power are able to elect all of the directors to be elected.

        All shares of common stock are entitled to participate equally in distributions in liquidation, subject to the prior rights of any preferred stock that may be outstanding. Holders of common stock have no preemptive rights to subscribe for or purchase our shares. There are no conversion rights, sinking fund or redemption provisions applicable to Manitowoc common stock.

        The transfer agent for Manitowoc common stock is First Chicago Trust Company, a division of Equiserve.

Preferred Stock

        Under Manitowoc's articles of incorporation, its board of directors has the authority, without further action by the shareholders, to issue up to 3.5 million shares of preferred stock in one or more series and to fix the variations in the powers, preferences, rights, qualifications, limitations or restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the common stock. Manitowoc's board of directors, without shareholder approval, can issue preferred stock with voting, conversion or other rights that could adversely affect the voting power and other rights of the holders of common stock. As a result, preferred stock could be issued quickly with terms that will delay or prevent a change of control or make removal of management more difficult. In addition, the issuance of preferred stock may have the effect of decreasing the market price of common stock and

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may adversely affect the voting and other rights of common stock. At present, there are no shares of preferred stock outstanding and Manitowoc has no current plans to issue any shares of preferred stock.

Common Stock Purchase Rights

        Manitowoc has entered into a Rights Agreement, dated as of August 15, 1999, with First Chicago Trust Company, pursuant to which each outstanding share of Manitowoc common stock, including the shares to be issued in the merger, has attached four-ninths of a right to purchase shares of Manitowoc common stock. Each share of Manitowoc common stock subsequently issued prior to the expiration of the Rights Agreement will likewise have attached four-ninths of a right. Under circumstances described below, the rights will entitle the holder thereof to purchase additional shares of Manitowoc common stock. In this proxy statement and prospectus, unless the context requires otherwise, all references to Manitowoc common stock include the accompanying rights.

        Currently, the rights are not exercisable and trade with Manitowoc's common stock. If the rights become exercisable, each full right, unless held by a person or group that beneficially owns more than 20% of Manitowoc's outstanding common stock, will initially entitle the holder to purchase one share of Manitowoc common stock at a purchase price of $100, subject to adjustment. The rights will become exercisable only if a person or group has acquired, or announced an intention to acquire, 20% or more of Manitowoc's outstanding common stock. Under some circumstances, including the existence of a 20% acquiring party, each holder of a right, other than the acquiring party, will be entitled to purchase at the right's then-current exercise price, shares of Manitowoc common stock having a market value of two times the exercise price. If another corporation acquires Manitowoc after a party acquires 20% or more of its common stock, each holder of a right will be entitled to receive the acquiring corporation's common shares having a market value of two times the exercise price. The rights may be redeemed at a price of $0.01 until a party acquires 20% or more of Manitowoc's common stock and, after that time, may be exchanged for one share of Manitowoc common stock per right until a party acquires 50% or more of Manitowoc's common stock. The rights expire on September 18, 2006. Under the Rights Agreement, Manitowoc's board of directors may reduce the thresholds applicable to the rights from 20% to not less than 10%. The rights do not have voting or dividend rights and, until they become exercisable, have no dilutive effect on Manitowoc earnings.

Certain Statutory Provisions

        Business Combination Statute.    Sections 180.1140 to 180.1144 of the Wisconsin Business Corporation Law regulate a broad range of business combinations between a "resident domestic corporation" and an "interested shareholder." A business combination is defined to include any of the following transactions:

•

a merger or share exchange;



•

a sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets equal to 5% or more of the market value of the stock or consolidated assets of the resident domestic corporation or 10% of its consolidated earning power or income;



•

the issuance of stock or rights to purchase stock with a market value equal to 5% or more of the outstanding stock of the resident domestic corporation;



•

the adoption of a plan of liquidation or dissolution; or



•

certain other transactions involving an interested shareholder.

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        A "resident domestic corporation" is defined to mean a Wisconsin corporation that has a class of voting stock that is registered or traded on a national securities exchange or that is registered under Section 12(g) of the Exchange Act and that, as of the relevant date, satisfies any of the following:

•

its principal offices are located in Wisconsin;



•

it has significant business operations located in Wisconsin;



•

more than 10% of the holders of record of its shares are residents of Wisconsin; or



•

more than 10% of its shares are held of record by residents of Wisconsin.

        Manitowoc is a resident domestic corporation for purposes of these statutory provisions.

        An interested shareholder is defined to mean a person who beneficially owns, directly or indirectly, 10% of the voting power of the outstanding voting stock of a resident domestic corporation or who is an affiliate or associate of the resident domestic corporation and beneficially owned 10% of the voting power of its then outstanding voting stock within the last three years.

        Under this law, Manitowoc cannot engage in a business combination with an interested shareholder for a period of three years following the date such person becomes an interested shareholder, unless the board of directors approved the business combination or the acquisition of the stock that resulted in the person becoming an interested shareholder before such acquisition. Manitowoc may engage in a business combination with an interested shareholder after the three-year period with respect to that shareholder expires only if one or more of the following conditions is satisfied:

•

the board of directors approved the acquisition of the stock prior to such shareholder's acquisition date;



•

the business combination is approved by a majority of the outstanding voting stock not beneficially owned by the interested shareholder; or



•

the consideration to be received by shareholders meets certain fair price requirements of the statute with respect to form and amount.

        Fair Price Statute.    The Wisconsin Business Corporation Law also provides, in Sections 180.1130 to 180.1133, that certain mergers, share exchanges or sales, leases, exchanges or other dispositions of assets in a transaction involving a significant shareholder and a resident domestic corporation such as Manitowoc require a supermajority vote of shareholders in addition to any approval otherwise required, unless shareholders receive a fair price for their shares that satisfies a statutory formula. A "significant shareholder" for this purpose is defined as a person or group who beneficially owns, directly or indirectly, 10% or more of the voting stock of the resident domestic corporation, or is an affiliate of the resident domestic corporation and beneficially owned, directly or indirectly, 10% or more of the voting stock of the resident domestic corporation within the last two years. Any such business combination must be approved by 80% of the voting power of the resident domestic corporation's stock and at least two-thirds of the voting power of its stock not beneficially owned by the significant shareholder who is party to the relevant transaction or any of its affiliates or associates, in each case voting together as a single group, unless the following fair price standards have been met:

•

the aggregate value of the per share consideration is equal to the highest of:



—

the highest price paid for any common shares of the corporation by the significant shareholder in the transaction in which it became a significant shareholder or within two years before the date of the business combination;



—

the market value of the corporation's shares on the date of commencement of any tender offer by the significant shareholder, the date on which the person became a significant

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shareholder or the date of the first public announcement of the proposed business combination, whichever is higher; or

—

the highest preferential liquidation or dissolution distribution to which holders of the shares would be entitled; and




•

either cash, or the form of consideration used by the significant shareholder to acquire the largest number of shares, is offered.

        Control Share Voting Restrictions.    Under Section 180.1150 of the Wisconsin Business Corporation Law, unless otherwise provided in the articles of incorporation, the voting power of shares of a resident domestic corporation held by any person or group of persons acting together in excess of 20% of the voting power in the election of directors is limited (in voting on any matter) to 10% of the full voting power of those shares. This restriction does not apply to shares acquired directly from the resident domestic corporation, in certain specified transactions, or in a transaction in which the corporation's shareholders have approved restoration of the full voting power of the otherwise restricted shares.

        Defensive Action Restrictions.    Section 180.1134 of the Wisconsin Business Corporation Law provides that, in addition to the vote otherwise required by law or the articles of incorporation of a resident domestic corporation, the approval of the holders of a majority of the shares entitled to vote is required before such corporation can take certain action while a takeover offer is being made or after a takeover offer has been publicly announced and before it is concluded. This statute requires shareholder approval for the corporation to do either of the following:

•

acquire more than 5% of its outstanding voting shares at a price above the market price from any individual or organization that owns more than 3% of the outstanding voting shares and has held such shares for less than two years, unless a similar offer is made to acquire all voting shares and all securities which may be converted into voting shares; or



•

sell or option assets of the corporation which amount to 10% or more of the market value of the corporation, unless the corporation has at least three independent directors (directors who are not officers or employees) and a majority of the independent directors vote not to have this provision apply to the corporation.

        Manitowoc currently has more than three independent directors. The foregoing restrictions may have the effect of deterring a shareholder from acquiring Manitowoc's shares with the goal of seeking to have Manitowoc repurchase such shares at a premium over market price.

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COMPARISON OF SHAREHOLDER RIGHTS

        Manitowoc is incorporated in the State of Wisconsin while Grove is incorporated in the State of Delaware. Stockholders of Grove, whose rights are currently governed by Delaware law, the certificate of incorporation of Grove and by-laws of Grove will, upon completion of the merger, become shareholders of Manitowoc and their rights will be governed by Wisconsin law and the Manitowoc articles and bylaws.

        The Manitowoc articles and bylaws are different in certain respects from the Grove certificate of incorporation and the by-laws. In addition, certain differences exist between Wisconsin law and Delaware law with respect to shareholders' rights. While it is impracticable to compare all these differences, certain similarities and differences between the Manitowoc articles and the Manitowoc bylaws and related provisions of Wisconsin law, on the one hand, and the Grove certificate of incorporation and the Grove by-laws and related provisions of Delaware law, on the other hand, are summarized below under "—Comparison of Manitowoc Articles and Bylaws to Grove Certificate and By-laws," and certain similarities and differences between other aspects of Wisconsin law and Delaware law with respect to shareholders' rights are summarized below under "—Comparison of Other Aspects of Delaware and Wisconsin Law."

        The following discussion is not intended to be complete and is qualified in its entirety by reference to the Manitowoc articles and the Manitowoc bylaws, which are filed as exhibits to Manitowoc's SEC filings (see "Available Information" and "Incorporation by Reference"), the Grove certificate of incorporation and by-laws, and Wisconsin law and Delaware law.

Comparison of Manitowoc Articles and Bylaws to Grove Certificate and By-laws

Authorized Capital Stock

        The Manitowoc articles authorize the issuance of 75 million shares of Manitowoc common stock having a par value of $0.01 per share, of which [    •    ] shares were issued and outstanding as of [    •    ], 2002, and the issuance of 3.5 million shares of Manitowoc preferred stock having a par value of $0.01 per share, of which no shares were issued and outstanding. The Manitowoc board is authorized to divide the Manitowoc preferred stock into series, to issue shares of any such series and to fix and determine the relative rights and preferences of the shares of any series so established. See "Description of Manitowoc Capital Stock."

        The Grove certificate authorizes the issuance of 10 million shares of Grove common stock having a par value of $1.00 per share, of which [    •    ] were issued and outstanding as of [    •    ], 2002, the record date for the special stockholders meeting, and the issuance of 10 million shares of Grove preferred stock having a par value of $1.00 per share, none of which were issued and outstanding as of the record date.

Board Of Directors

        The Manitowoc articles provide that the number of directors shall be fixed by the bylaws, but shall not be less than five, and that the bylaws may provide for election of directors annually or in two or three classes, with one term expiring each year. Its bylaws provide that the number of directors shall be no less than seven and no more than nine, and that the directors shall be divided into three classes, as nearly equal in number as possible, the term of one class expiring each year. The Manitowoc board currently consists of nine directors. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a shareholders meeting at which a quorum is present.

        Under the Grove by-laws, until September 26, 2003 the Grove board of directors is to consist of 5 directors, with each director elected to a one year term. Following September 26, 2003, the Grove board of directors is to consist of no fewer than five, but no more than 15, directors and commencing at the annual meeting of stockholders to be held in 2003, the Grove board of directors is to be divided into two classes, with each director elected to a term expiring at the second succeeding annual meeting.

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Removal of Directors

        Wisconsin law provides for the removal of directors with or without cause unless the articles of incorporation or bylaws provide that the directors may be removed only for cause. The Manitowoc articles and bylaws do not provide that directors may be removed only for cause. The Manitowoc articles provide that a director may be removed from office by the affirmative vote of two-thirds of the outstanding shares entitled to vote for the election of such director, taken at a meeting of shareholders called for that purpose. If a director is elected by a voting group of shareholders, and any vacancy so created may be filled by such shareholders.

        Under Delaware law, a director may be removed with or without cause by the affirmative vote of the holders of a majority of this voting power of the outstanding capital stock of the company entitled to vote in the election of directors.

Vacancies on the Board of Directors

        Wisconsin law provides for the filling of any vacancy on the board of directors by the shareholders or by the affirmative vote of a majority of the directors then in office, even though less than a quorum, unless the articles of incorporation provide otherwise. The Manitowoc articles provide for the filling of any such vacancy by a majority of the directors then in office. The Manitowoc bylaws provide that vacancies on the Manitowoc board, including a vacancy created by an increase in the number of directors, may be filled only by the affirmative vote of a majority of the directors then in office, even if such majority is less than a quorum of the Board. Any director elected to fill a vacancy shall serve until the next election of the class for which such director shall have been chosen. The bylaws define a "vacancy" to include the disability of any director to the point where he cannot attend directors' meetings or effectively discharge his duties as a director.

        Under Delaware law, absent a provision to the contrary in a corporation's certificate, vacancies and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director. The Grove by-laws provide that a vacancy on the Grove board of directors resulting from an increase in the number of directors may be filled by a majority of the directors then in office, provided that a quorum is present. Any other vacancy occurring on the Grove board of directors may be filled by a majority of the directors then in office even if less than a quorum, or by a sole remaining director.

Amendments to Articles of Incorporation or Certificate of Incorporation

        The Wisconsin Business Corporation Law generally provides that amendments to a corporation's articles of incorporation must be approved by a majority of the votes cast by each voting group (class(es) or series of shares) entitled to vote thereon, if a quorum exists, unless a greater proportion is required by the Wisconsin law or the corporation's articles or bylaws. The Manitowoc articles provide that the Articles may be amended in the manner authorized by law at the time of the amendment.

        Unless a higher vote is required by a corporation's certificate of incorporation or by-laws, Delaware law requires that a proposed amendment to the certificate of incorporation be approved by a majority of the outstanding stock entitled to vote upon the amendment and, under certain circumstances, a majority of the outstanding stock of each class entitled to vote thereon. Under the Grove certificate of incorporation, the affirmative vote of the holders of 75% or more of the outstanding voting stock, voting together as a single class, is required to amend, or adopt any provisions inconsistent with, articles regarding the powers of the Grove board of directors, indemnification of directors and officers, location of stockholder meetings and books of Grove, or amendments to the certificate of incorporation, unless any such amendment has been approved by the affirmative vote of at least 75% of the entire Grove board of directors in which event such amendment may be approved

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by the affirmative vote of the holders of a majority of the outstanding voting stock, voting together as a single class.

Amendments to Bylaws

        The Manitowoc bylaws provide that the bylaws may be altered, amended or repealed and new bylaws may be adopted by the shareholders by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote at an annual or special meeting of the shareholders at which a quorum is in attendance, provided that no amendment of the sections relating to (a) special meetings of shareholders, (b) the number, tenure and qualifications of directors and (c) vacancies on the board of directors by the shareholders shall be effective unless it shall have been adopted by the vote of holders of not less than two-thirds of all outstanding shares entitled to vote. In addition, the Manitowoc bylaws may be amended or repealed and new bylaws may be adopted by the Manitowoc board by the affirmative vote of a majority of the entire board of directors, but no bylaw adopted by the shareholders shall be amended, repealed or readopted by the Manitowoc board if the bylaw so adopted so provides. Finally, any action taken or authorized by the shareholders or by the Manitowoc board, which would be inconsistent with the bylaws then in effect but is taken or authorized by a vote that would be sufficient to amend the bylaws so that the bylaws would be consistent with such action, shall be given the same effect as though the bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

        Grove's by-laws may be amended, supplemented or repealed by the board of directors of the company. Holders of a majority of the voting power of the Grove stock may also amend, supplement or repeal by-laws of the company, except that the affirmative vote of the holders of at least 75% of the voting power of the outstanding capital stock of the company is required (i) in the case of an amendment which has not received the previous approval of the Grove board of directors, or (ii) to amend the section of the Grove by-laws which relates to amending the Grove by-laws.

Special Meetings

        The Manitowoc bylaws provide that special meetings of shareholders of the corporation may be called by the president or by a majority of the Manitowoc board, and shall be called by the president at the request of the holders of not less than one half of all outstanding shares of Manitowoc entitled to vote at the meeting.

        The Grove by-laws provide that special meetings of the stockholders, for any purpose, may be called by the Chairman of the board, the president, the board, or 25% of the outstanding stockholders.

Shareholder Action by Written Consent Without a Meeting

        Under Wisconsin law, shareholder action may be taken without a meeting only by unanimous written consent of all shareholders entitled to vote on the action, unless the corporation's articles of incorporation permit such action to be taken by less than unanimous consent. The Manitowoc articles are silent as to shareholder action without a meeting, and its bylaws permit action to be taken without a meeting only upon written consent of all of the shareholders entitled to vote on the subject matter thereof. Accordingly, under Wisconsin law and Manitowoc's bylaws, shareholders may take action without a meeting only by unanimous written consent.

        Any action which may be taken at a meeting of stockholders of Grove may also be taken by the written consent of stockholders having at least the minimum number of votes needed to take such action at a meeting where all such shares entitled to vote were present.

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Notice of Shareholder Nominations

        The Manitowoc bylaws provide that, except with respect to nominations by the Manitowoc board or any nominating committee or person appointed by the board, shareholders entitled to vote for the election of directors at an annual meeting may nominate a person or persons for election as directors only if written notice of any shareholder nominations is delivered or mailed and received at Manitowoc's principal executive offices not less than fifty (50) days nor more than seventy-five (75) days prior to the meeting date set in the bylaws (which is the first Tuesday in May in each year); provided, however, that in the event that the meeting is not held within ten business days from such date and less than sixty-five (65) days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be received no later than the close of business on the fifteenth day following the day on which notice of the date of the meeting was mailed or public disclosure of the meeting date was made; whichever occurs first. The written notice must contain the information specified in the Manitowoc bylaws.

        The Grove by-laws provide that beginning with the annual meeting of the stockholders to be held in 2003, nominations of persons for election to the Grove board of directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, either by or at the direction of the Grove board of directors (or any duly authorized committee thereof) or by any stockholder of Grove who is a stockholder of record on the date of the giving of the notice and on the records date for the determination of stockholders entitled to vote at such meeting and who complies with the notice procedures.

Comparison of Other Aspects of Delaware and Wisconsin Law

        In general, as described below, Delaware law and Wisconsin law provide shareholders with similar rights and protections, subject to certain differences. See "—Comparison of Manitowoc Articles and Bylaws to Grove Certificate and By-laws" above for a description of certain provisions contained in such governing documents as permitted or required by Wisconsin law and Delaware law. A comparison of certain other provisions of Delaware law and Wisconsin law is set forth below.

Interested Director Transactions

        Under both Delaware law and Wisconsin law, contracts or transactions in which one or more of the corporation's directors has an interest are not void or voidable solely because of such interest or because such director was present at the directors' or shareholders' meeting where such contract or transaction was approved, if certain conditions are met. Under the laws of both Wisconsin and Delaware, if the director's interest is fully disclosed and a vote is taken in good faith, such contracts or transactions may be approved by a majority vote of the shareholders or of the disinterested directors. If the contracts or transactions are shown to be fair and reasonable as to the corporation at the time that they are authorized, approved or ratified by the corporation's board of directors, separate shareholder or disinterested director approval is not required. Under Delaware law, a quorum for a separate determination by the board is a majority of the total number of directors, with the interested director counted for purposes of determining whether a quorum exists. Under Wisconsin law, a quorum is deemed to exist if a majority of directors who have no interest in the transaction vote to authorize it; no separate quorum determination is made. Finally, under Wisconsin law, shares owned by or voted under the control of an interested director or an entity in which the interested director has a material financial interest or of which he or she is a general partner may not be counted for purposes of a shareholder vote respecting the transaction in which the director has an interest.

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Statutory Shareholder Liability

        Wisconsin law provides that shareholders of Wisconsin domestic corporations are personally liable for certain debts owed to employees for services performed. While Wisconsin law specifies that such liability is limited to the par value of the shares (which is $0.01 per share for Manitowoc common stock), this has been interpreted by a Wisconsin trial court to mean the consideration paid to a corporation for shares. Delaware law does not contain any comparable provision.

Dissenters' Rights

        Under both Delaware and Wisconsin law, a shareholder is entitled, under certain circumstances, to receive payment of the fair value of the shareholder's stock if the shareholder dissents from a proposed merger or consolidation. Under Delaware law, dissenters' rights are not available in the case of a sale of all or substantially all of the assets of a corporation unless made applicable by affirmative provision in the corporation's certificate. Dissenters' rights also are not available, unless affirmatively provided in the corporation's certificate, if the shares of the Delaware corporation that is party to a merger or consolidation are listed on a national securities exchange or designated as a national market security on an interdealer quotation system by the National Association of Securities Dealers, Inc., or are held of record by more than 2,000 persons (which is not the case for Grove), and in the merger or consolidation shareholders receive shares of stock of the corporation surviving or resulting from the merger or consolidation, and/or shares of stock of any other corporation, which are so listed or designated or held of record by more than 2,000 persons. The Grove certificate does not affirmatively grant any such dissenters' rights.

        In addition to being applicable generally in the case of a merger, under Wisconsin law, dissenters' rights are available in the case of a plan of share exchange or sale of all or substantially all of the assets of a Wisconsin corporation. Dissenters' rights may also be made applicable by affirmative provision in the articles of incorporation, bylaws or a board of directors' resolution in the case of certain amendments to the articles of incorporation, or other actions requiring a shareholder vote. However, under Wisconsin law, except in a business combination under Section 180.1130 (as described above under "Description of Manitowoc Capital Stock—Certain Statutory Provisions") or unless the articles of incorporation provide otherwise, dissenters' rights are not available to holders of shares registered on a national securities exchange or quoted on NASDAQ on the record date for a meeting of shareholders at which action on the proposed transaction otherwise subject to dissenters' rights is to be taken. As a result, assuming the continued listing of the Manitowoc common stock on the NYSE, under Wisconsin law, shareholders will not be entitled to dissenters' rights with respect to any future merger, plan of share exchange or sale of all or substantially all of the assets of Manitowoc which might occur (unless it constitutes a Section 180.1130 business combination).

Director and Officer Discretion

        Under certain provisions of Wisconsin law, in discharging his or her duties to the corporation and in determining what he or she believes to be in the best interests of the corporation, a director or officer may, in addition to considering the effects of any action on shareholders, consider the effects of the action on employees, suppliers, customers, the communities in which the corporation operates and any other factors that the director or officer considers pertinent. Delaware law does not contain a comparable provision and, under Delaware law, the consideration that a board may give to nonshareholder constituencies is less clear. In considering the best interests of a corporation, under Delaware law directors and officers can generally take into consideration the interests of nonshareholders. However, the Delaware Supreme Court has held that the consideration of nonshareholder constituencies is inappropriate when an active "auction" is in process to sell a company.

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Anti-Takeover Statutes

        Delaware.    Section 203 of the Delaware corporation statute applies to certain business combinations involving a public corporation and certain of its stockholders. Under Section 203, an interested stockholder (defined generally as a person owning 15% or more of a corporation's outstanding voting stock) is prevented from engaging in a business combination for three years following the time that person became an interested stockholder, unless:

•

the board, before the time the person became an interested stockholder, approved either the business combination or the transaction that resulted in the person becoming an interested stockholder;



•

the person became an interested stockholder and 85% owner of the voting stock of the corporation in the transaction, excluding shares owned by directors and officers and shares owned by some employee stock plans; or



•

the business combination transaction is approved by the board and authorized by the affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

        Grove, however, is not publicly held and accordingly is not subject to Section 203.

        Wisconsin.    Several provisions of Wisconsin law applicable to public corporations act to reduce the voting power of certain shares held by large shareholders, restrict specified business combinations, or impose special voting requirements on share repurchases during takeover offers. These provisions do apply to Manitowoc. See "Description of Manitowoc Capital Stock—Certain Statutory Provisions."

RIGHTS OF DISSENTING STOCKHOLDERS

        If the merger is consummated, a holder of record of Grove common stock on the date of making a demand for appraisal, as described below, will be entitled to have those shares appraised by the Delaware Court of Chancery under Section 262 of the Delaware corporation statute and to receive payment for the "fair value" of those shares instead of the consideration provided for in the merger agreement. In order to be eligible to receive this payment, however, a stockholder must (1) continue to hold its shares through the effective date of the merger; (2) strictly comply with the procedures discussed under Section 262; and (3) not vote in favor of the merger. Shares of Grove common stock outstanding immediately prior to the effective time of the merger, with respect to which appraisal shall have been properly demanded in accordance with Section 262, will not be converted into the right to receive shares of Manitowoc common stock in the merger at or after the effective time of the merger unless and until the holder of such shares withdraws its demand for an appraisal or becomes ineligible for an appraisal.

        Holders of Manitowoc common stock outstanding at the effective time of the merger are not entitled to appraisal rights in connection with the merger.

        This proxy statement and prospectus is being sent to all holders of record of Grove common stock on the record date for the Grove special meeting and constitutes notice of the appraisal rights available to those holders under Section 262. THE STATUTORY RIGHT OF APPRAISAL GRANTED BY SECTION 262 IS COMPLEX AND REQUIRES STRICT COMPLIANCE WITH THE PROCEDURES IN SECTION 262. FAILURE TO FOLLOW ANY OF THESE PROCEDURES MAY RESULT IN A TERMINATION OR WAIVER OF DISSENTERS' RIGHTS UNDER SECTION 262. THE FOLLOWING IS A SUMMARY OF THE PRINCIPAL PROVISIONS OF SECTION 262.

        The following summary is not a complete statement of Section 262 of the Delaware corporation statute, and is qualified in its entirety by reference to Section 262 which is incorporated herein by

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reference, together with any amendments to the laws that may be adopted after the date of this proxy statement and prospectus. A copy of Section 262 is attached as Annex C to this proxy statement and prospectus.

        A holder of Grove common stock who elects to exercise appraisal rights under Section 262 must deliver a written demand for appraisal of its shares of Grove common stock prior to the vote on the merger. The written demand must identify the stockholder of record and state the stockholder's intention to demand appraisal of its shares. Voting against approval of the merger, abstaining from voting or failing to vote with respect to approval of the merger will not constitute a demand for appraisal within the meaning of Section 262. All demands should be delivered to: General Counsel, Grove Investors, Inc., 1565 Buchanan Trail East, Shady Grove, Pennsylvania 17256.

        Only a holder of shares of Grove common stock on the date of making a written demand for appraisal who continuously holds those shares through the effective date of the merger is entitled to seek appraisal. Demand for appraisal must be executed by or for the holder of record, fully and correctly, as that holder's name appears on the holder's stock certificates representing shares of Grove common stock.

        BENEFICIAL OWNERS WHO ARE NOT RECORD OWNERS AND WHO INTEND TO EXERCISE APPRAISAL RIGHTS SHOULD INSTRUCT THE RECORD OWNER TO COMPLY WITH THE STATUTORY REQUIREMENTS WITH RESPECT TO THE EXERCISE OF APPRAISAL RIGHTS BEFORE THE DATE OF THE GROVE SPECIAL MEETING.

        Within 10 days after the merger, the surviving corporation in the merger is required to send notice of the effectiveness of the merger to each stockholder who prior to the time of the merger has complied with the requirements of Section 262.

        Within 120 days after the effective date of the merger, the surviving corporation in the merger or any stockholder who has complied with the requirements of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Grove common stock held by all stockholders seeking appraisal. A dissenting stockholder must serve a copy of the petition on Grove, as the surviving corporation in the merger. If no petition is filed by either Grove or any dissenting stockholder within the 120-day period, the rights of all dissenting stockholders to an appraisal will cease. Stockholders seeking to exercise appraisal rights should not assume that the surviving corporation will file a petition with respect to the appraisal of the fair value of their shares or that the surviving corporation will initiate any negotiations with respect to the fair value of those shares. The surviving corporation is under no obligation to and has no present intention to take any action in this regard. Accordingly, stockholders who wish to seek an appraisal of their shares should initiate all necessary action with respect to the perfection of their appraisal rights within the same periods and in the manner prescribed in Section 262. FAILURE TO FILE THE PETITION ON A TIMELY BASIS WILL CAUSE THE STOCKHOLDER'S RIGHT TO AN APPRAISAL TO CEASE.

        Within 120 days after the time of the merger, any stockholder who has complied with subsections (a) and (d) of Section 262 is entitled, upon written request, to receive from Grove a statement setting forth the total number of shares of Grove common stock not voted in favor of the merger with respect to which demands for appraisal have been received and the number of holders of those shares. The statement must be mailed within 10 days after Grove has received the written request or within 10 days after the time for delivery of demands for appraisal under subsections (d) of Section 262 has expired, whichever is later.

        If a petition for an appraisal is filed in a timely manner, at the hearing on that petition the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and will appraise the shares of Grove common stock owned by those stockholders. The court will determine the fair value of those shares, exclusive of any element of value arising from the accomplishment or

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expectation of the merger, together with a fair rate of interest, if any, to be paid upon the fair value. The Delaware Court of Chancery may require the stockholders who have demanded appraisal rights for their shares of Grove common stock and who hold certificates representing those shares to submit the certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. The Court of Chancery may dismiss the proceedings as to any stockholder who fails to comply with any such directions.

        Stockholders who consider appraisal should consider that the fair value of their shares under Section 262 could be more than, the same as, or less than, the value of the consideration provided for in the merger agreement without the exercise of appraisal rights. The Court of Chancery may determine the cost of the appraisal proceeding and assess it against the parties as the court deems equitable. Upon application of a dissenting stockholder, the Court may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding (including, without limitation, reasonable attorney's fees and the fees and expenses of experts) be charged pro rata against the value of all shares of Grove common stock entitled to appraisal. In the absence of a court determination or assessment each party bears its own expense.

        Any stockholder who has demanded appraisal in compliance with Section 262 will not, after the effective date of the merger, be entitled to vote such stock for any purpose or receive payment of dividends or other distributions, if any, on the Grove common stock, except for dividends or distributions, if any, payable to stockholders of record at a date prior to the effective date of the merger.

        A stockholder may withdraw a demand for appraisal and accept Manitowoc common stock at any time within 60 days after the effective date of merger, or thereafter may withdraw a demand for appraisal with the written approval of the surviving corporation in the merger. If an appraisal proceeding is properly instituted, it may not be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and any such approval may be conditioned on the Court of Chancery's deeming the terms to be just. If, after the merger, a holder of Grove common stock who had demanded appraisal for its shares fails to perfect or loses its right to appraisal, those shares will be treated under the merger agreement as if they were converted into Manitowoc common stock at the time of the merger.

        IN VIEW OF THE COMPLEXITY OF THESE PROVISIONS OF THE DELAWARE CORPORATION STATUTE, ANY GROVE STOCKHOLDER WHO IS CONSIDERING EXERCISING APPRAISAL RIGHTS SHOULD CONSULT A LEGAL ADVISOR.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED
FINANCIAL STATEMENTS

        The December 31, 2001 unaudited pro forma condensed consolidated combined financial statements give effect to the acquisitions of Grove and Potain and the related financing transactions and are based on the historical financial statements of Manitowoc for the year ended December 31, 2001, the unaudited financial information of Grove for the twelve months ended December 29, 2001 and the unaudited financial information of Potain for the period from January 1, 2001 through May 9, 2001. The historical financial statements of Manitowoc include the results of Potain for periods subsequent to May 9, 2001 (acquisition date). The unaudited pro forma condensed consolidated combined financial statements should be read in conjunction with the historical financial statements of Manitowoc, Grove and Potain that are included or incorporated by reference in this proxy statement and prospectus.

        For the purposes of preparing the unaudited pro forma condensed consolidated combined statement of earnings for the year ended December 31, 2001, we assume that the acquisition of Grove and Potain occurred on January 1, 2001.

        The December 31, 2001 pro forma financial statements reflect:

•

the acquisition of Grove;



•

Potain's results of operations in accordance with U.S. GAAP from January 1, 2001 through May 9, 2001 (acquisition date);



•

the borrowing of an additional $175.0 million under a new term loan facility and an additional $4.8 million from Manitowoc's existing revolving credit facility; and



•

the repayment of outstanding borrowings of Grove under its existing term loan, credit facility and 14% debentures, including prepayment premiums of approximately $10 million.

        The March 31, 2002 unaudited pro forma condensed consolidated combined financial statements give effect to the acquisition of Grove and the related financing transactions and are based on the historical unaudited financial statements of Manitowoc for the three months ended March 31, 2002 and the unaudited financial information of Grove for the three months ended March 30, 2002. The unaudited pro forma condensed consolidated combined financial statements should be read in conjunction with the historical financial statements of Manitowoc and Grove that are included or incorporated by reference in this proxy statement and prospectus.

        For the March 31, 2002 pro forma financial statements we assumed that the acquisition of Grove occurred on January 1, 2001 for the purposes of preparing the unaudited pro form condensed consolidated combined statement of earnings for the three months ended March 31, 2002, and that the acquisition of Grove occurred on March 31, 2002 for the purpose of preparing the unaudited pro forma condensed consolidated combined balance sheet.

        The March 31, 2002 pro forma financial statements reflect:

•

the acquisition of Grove;



•

the borrowing of an additional $175.0 million under a new term loan facility and an additional $10.6 million from Manitowoc's existing revolving credit facility; and



•

the repayment of outstanding borrowings of Grove under its existing term loan, credit facility and 14% debentures, including prepayment premiums of approximately $10 million.

        Pro forma adjustments to historical financial information include adjustments that Manitowoc deems reasonable and appropriate, reflecting items of recurring significance and which are factually supported based on currently available information. These unaudited pro forma financial statements are

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included for comparative purposes only and may not be indicative of what actual results would have been had Manitowoc acquired Grove and Potain on the dates described above. The pro forma financial statements also do not purport to present Manitowoc's condensed consolidated combined financial results for future periods.

        As more fully described in the notes to the Grove historical financial statements included elsewhere in this prospectus, on May 7, 2001, SPGA, Inc. (the "Predecessor"), the predecessor to Grove, filed a pre-negotiated plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code that was confirmed by the court on September 14, 2001 and consummated on September 25, 2001. For financial accounting purposes, the inception date for the reorganized Grove (the "Successor") was September 29, 2001. The Grove financial statements reflect accounting principles set forth by the American Institute of Certified Public Accountants Statement of Position 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code." As such, Grove adopted fresh-start reporting as of September 29, 2001 resulting in a revaluation of the company's assets, liabilities and capital structure. Accordingly, while operating results of the Predecessor and Successor have been combined to create a twelve month calendar year period for purposes of the December 31, 2001 unaudited pro forma presentation, the financial statements of the Successor are not comparable to the Predecessor for any prior periods.

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Unaudited Pro Forma Condensed Consolidated Combined Statement of Earnings
(In thousands, except per share data)

				Year Ended December 31, 2001
				Manitowoc Historical(1)			Potain Historical(2)			Pro Forma Adjustments			Pro Forma Manitowoc and Potain			Grove Combined Historical(7)			Pro Forma Adjustments			Pro Forma
Net sales				$	1,116,580		$	103,598		$	—		$	1,220,178		$	675,032		$	—		$	1,895,210
Costs and expenses:
	Cost of sales				831,768			80,490			—			912,258			591,728			—			1,503,986
	Engineering, selling and administrative expenses				153,879			18,941			—			172,820			92,677			—			265,497
	Amortization of goodwill				12,554			—			1,914	(3)		14,468			4,138			(4,138	)(8)		14,468
	Restructuring costs				—			—			—			—			3,331			—			3,331
	Reorganization costs				—			—			—			—			14,507			—			14,507
		Total costs and expenses			998,201			99,431			1,914			1,099,546			706,381			(4,138	)		1,801,789
Earnings from operations					118,379			4,167			(1,914	)		120,632			(31,349	)		4,138			93,421
Interest expense					(37,478	)		(328	)		(8,254	)(4)		(46,060	)		(26,888	)		16,249	(9)		(56,699	)
Other (expense) income—net					(1,212	)		261			(150	)(5)		(1,101	)		(3,904	)		24	(10)		(4,981	)
Earnings (loss) before taxes on income and extraordinary loss					79,689			4,100			(10,318	)		73,471			(62,141	)		20,411			31,741
Provision for taxes on income					30,817			1,459			(3,843	)(6)		28,433			(340	)		(15,714	)(11)		12,379
Earnings (loss) before extraordinary gain (loss)				$	48,872		$	2,641		$	(6,475	)	$	45,038		$	(61,801	)	$	36,125		$	19,362
Per Share Data:
Earnings per share before extraordinary loss—basic				$	2.01								$	1.86								$	0.74
Weighted average shares outstanding—basic					24,270									24,270						1,973	(12)		26,243
Earnings per share before extraordinary loss—diluted				$	1.99								$	1.84								$	0.73
Weighted average shares outstanding—diluted					24,548									24,548						2,018	(12)		26,566

The accompanying notes are an integral part of these unaudited pro forma
condensed consolidated combined financial statements.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED COMBINED STATEMENT OF EARNINGS

        The following adjustments have been made to the historical financial information of Manitowoc, Grove and Potain to compute the unaudited pro forma amounts.

        (1)  Manitowoc historical amounts include the results of Potain for the period subsequent to May 9, 2001.

        (2)  Manitowoc completed its acquisition of Potain on May 9, 2001. The table below sets out the adjustments necessary to convert the Potain historical statement of earnings for the period from January 1, 2001 to May 9, 2001 (date of acquisition) from French GAAP to U.S. GAAP. Amounts in U.S. dollars for Potain have been translated from the euro at the rate of 1.00 euro to $0.9138, the average daily rate during the period from January 1, 2001 through May 9, 2001.

				For the Period from January 1—May 9, 2001
(In thousands)				Potain French GAAP			U.S. GAAP Adjustments			Potain U.S. GAAP
Net sales				$	103,215		$	383		$	103,598
Costs and expenses:
	Cost of sales				80,122			368			80,490
	Engineering, selling and administrative expenses				18,932			9			18,941
		Total costs and expenses			99,054			377			99,431
Earnings from operations					4,161			6			4,167
Interest income (expense)					42			(370	)		(328	)
Other income—net					261			—			261
Earnings before taxes on income and extraordinary gain (loss)					4,464			(364	)		4,100
Income taxes					1,569			(110	)		1,459
Earnings before extraordinary gain (loss)				$	2,895		$	(254	)	$	2,641

        (3)  To adjust the amortization based upon increase in goodwill in connection with the Potain acquisition for the period from January 1, 2001 through May 9, 2001. The aggregate consideration paid for Potain was $425.2 million, which includes $307.1 million paid in cash, and includes direct acquisition costs of $4.1 million, assumed liabilities of $138.8 million, the payment of a post-closing adjustment of $3.6 million in February 2002, and is less cash acquired of $28.4 million. The preliminary estimate of the excess of cost over fair value of the net assets acquired is $207.3 million. This amount will be allocated to specific intangible assets during the first half of 2002. Goodwill during 2001 is amortized over 40 years.

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        (4)  To adjust interest expense to reflect the issuance of new debt in connection with the acquisition of Potain and the repayment of existing Manitowoc debt:

(Dollars in thousands)
									For the Year Ended December 31, 2001
Instrument				Amount			Interest Rate
Senior credit facility:
	Revolving credit facility			$	40,000		6.825	%	$	2,730
	Term loan A				175,000		6.825	%		11,944
	Term loan B				175,000		7.075	%		12,381
		Total			390,000					27,055
Senior subordinated notes					156,118		10.375	%		16,197
Miscellaneous					33,301		Various			1,615
Amortization of deferred financing costs					—					1,193
				$	579,419					46,060
Less—Manitowoc and Potain historical interest expense										(37,806	)
Net pro forma adjustment									$	8,254

        The revolving credit facility, which provides for maximum borrowings of $125.0 million, has a 0.500% commitment fee on the unused balance (see Note (5) below).

        The above interest amounts reflect the actual interest rates in effect at the time of the Potain acquisition. A 0.125% increase or decrease in the assumed average interest rate on the senior credit facility and the miscellaneous debt would change the pro forma Manitowoc and Potain interest expense by approximately $0.5 million for the year ended December 31, 2001.

        (5)  To adjust the commitment fee from January 1 to May 9, 2001 related to the assumed unused balance of the new revolving credit facility which provides for maximum borrowings of $125.0 million.

        (6)  To adjust the provision for taxes on income to an effective income tax rate of 38.7%.

        (7)  The historical financial information of Grove for the twelve months ended December 29, 2001 was derived by adding the unaudited historical results of operations of Grove for the three months ended December 29, 2001 to the audited financial statements of Grove for the year ended September 29, 2001 and deducting the unaudited historical results of operations of Grove for the three months ended December 30, 2000.

        (8)  The adjustment represents the elimination of Grove's historical goodwill amortization. In accordance with Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," which was adopted by Manitowoc on January 1, 2002, goodwill and indefinite lived intangible assets associated with Manitowoc's acquisition of Grove will not be amortized.

        The purchase consideration paid in excess of the fair values of the assets acquired and liabilities assumed will be allocated first to the identifiable intangible assets with any remaining excess accounted for as goodwill. No appraisals of assets have been performed and all of the excess of purchase consideration over the net assets to be acquired is being recorded as goodwill. A subsequent valuation analysis could potentially change the purchase price allocation to include adjustments to tangible assets and/or identification of definite lived intangible assets and therefore result in amortization expense.

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        (9)  To adjust interest expense to reflect the issuance of new debt in connection with the acquisition of Grove and the repayment of existing Grove debt:

        The revolving credit facility, which provides for maximum borrowings of $125.0 million, has a 0.500% commitment fee on the unused balance (see Note (10) below).

        The above interest amounts related to the revolving credit facility and new term loan C are the amounts in effect on March 18, 2002, the date of the signing of the merger agreement. Manitowoc has obtained a firm commitment from its lead agent to increase the size of its current senior credit facility. A 0.125% increase or decrease in the assumed average interest rate would change the pro forma interest expense by approximately $0.2 million for the year ended December 31, 2001.

        (10) To adjust the commitment fee related to the assumed unused balance of the revolving credit facility which provides for maximum borrowings of $125.0 million.

        (11) To adjust the provision for taxes on income to an effective income tax rate of 39%.

        (12) To reflect the increase in Manitowoc common stock outstanding as a result of the acquisition of Grove. Approximately 2.0 million additional shares of Manitowoc common stock are assumed to be issued based upon a stock price of $35.48 per share, which was the price at the close of trading on March 18, 2001, the date of signing of the merger agreement.

        According to the merger agreement, the actual number of shares to be issued at the close of the transaction is calculated as the average closing sales price for the ten consecutive trading days ending on and including the second day prior to the closing of the transaction (the "Determination Period"). The following table describes a range of possible Manitowoc share prices and the impact on the pro forma statement of earnings:

        Based on the merger agreement formula, an increase or decrease of $1.00 in the average price of Manitowoc shares during the Determination Period from the price used to derive the pro forma financial statements would have the impact of decreasing or increasing pro forma diluted earnings per share by $0.002.

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Unaudited Pro Forma Condensed Consolidated Combined Statement of Earnings
(Thousands of dollars, except per share data)

				Three Months Ended March 31, 2002
				Manitowoc Historical			Grove Historical			Pro Forma Adjustments			Pro Forma
Net sales				$	301,345		$	133,548		$	—		$	434,893
Cost and expenses:
	Cost of sales				231,360			110,950			—			342,310
	Engineering, selling and administrative expenses				44,773			20,055			—			64,828
	Amortization expense				587			—			—	(1)		587
	Restructuring costs				3,900			680			—			4,580
		Total costs and expenses			280,620			131,685			—			412,305
Earnings from operations					20,725			1,863			—			22,588
Interest expense					(10,626	)		(4,437	)		1,700	(2)		(13,363	)
Other income (expense), net					705			(675	)		13	(3)		43
Earnings (loss) before taxes on income					10,804			(3,249	)		1,713			9,268
Provision for taxes on income					4,214			—			(599	)(4)		3,615
Net earnings (loss)				$	6,590		$	(3,249	)	$	2,312			5,653
Per Share Data:
Basic earnings per share				$	0.27								$	0.22
Weighted average shares outstanding—basic					24,284						1,973	(5)		26,257
Diluted earnings per share				$	0.27								$	0.21
Weighted average shares outstanding—diluted					24,784						2,018	(5)		26,802

The accompanying notes are an integral part of these unaudited pro forma
condensed consolidated combined financial statements.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED COMBINED STATEMENT OF EARNINGS

        The following adjustments have been made to the historical financial information of Manitowoc and Grove to compute the unaudited pro forma amounts.

(1)

Both Manitowoc and Grove have adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." Goodwill and indefinite lived intangible assets associated with Manitowoc's acquisition of Grove will not be amortized.

The purchase consideration paid in excess of the fair values of the assets acquired and liabilities assumed will be allocated first to the identifiable intangible assets with any remaining excess accounted for as goodwill. No appraisals of assets have been performed and all of the excess of purchase consideration over the net assets to be acquired is being recorded as goodwill. A subsequent valuation analysis could potentially change the purchase price allocation to include adjustments to tangible assets and/or identification of definite lived intangible assets and therefore result in amortization expense.

(2)

To adjust interest expense to reflect the issuance of new debt in connection with the acquisition of Grove and the repayment of existing Grove debt:

Instrument			Amount			Interest Rate		For the Three Months Ended March 31, 2002
Senior credit facility:
	Revolving credit facility		$	10,610		4.526	%	$	120
	New term loan C			175,000		5.026	%		2,199
Miscellaneous				13,691		7.750	%		265
Amortization of deferred financing costs				—					153
			$	199,610				$	2,737
Less—Grove historical interest expense									4,437
Net pro forma adjustment								$	(1,700	)

The revolving credit facility, which provides for maximum borrowings of $125.0 million, has a 0.500% commitment fee on the unused balance (see Note (3) below).

The above interest amounts related to the revolving credit facility and new term C are the amounts in effect on March 18, 2002, the date of the signing of the merger agreement, Manitowoc has obtained a firm commitment from the lead agent to increase the size of its current senior credit facility. A 0.125% increase or decrease in the assumed average interest rate would change the pro forma interest expense by less than $0.1 million for the three months ended March 31, 2002.

(3)

To adjust the commitment fee related to the assumed unused balance of the revolving credit facility which provides for maximum borrowings of $125.0 million.

(4)

To adjust the provision for income taxes to an effective income tax rate of 39%.

(5)

To reflect the increase in Manitowc common stock outstanding as a result of the acquisition of Grove. Approximately 2.0 million additional shares of Manitowoc common stock are assumed to be issued based upon a stock price of $35.48 per share, which was the price at the close of trading on March 18, 2002, the date of signing of the merger agreement.

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According to the merger agreement, the actual number of shares to be issued at the close of the transaction is calculated as the average closing sales price for the ten consecutive trading days ending on and including the second day prior to the closing of the transaction ("the Determination Period"). The following table describes a range of possible Manitowoc share prices and the impact on the pro forma earnings:

		Weighted Average Shares Outstanding Pro Forma Adjustment
						Earnings per Share
Manitowoc Average Share Price during the Determination Period
		Basic		Diluted		Basic			Diluted
$31.20		2,244		2,295		$	0.21		$	0.21
$35.48		1,973		2,018		$	0.22		$	0.21
$42.21		1,658		1,696		$	0.22		$	0.21

Based on the merger agreement formula, an increase or decrease of $1.00 in the average price of Manitowoc shares during the Determination Period from the price used to derive the pro forma financial statements would have the impact of decreasing or increasing pro forma diluted earnings per share by $0.001.

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Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet
(Thousands of dollars)

		March 31, 2002
		Manitowoc Historical March 31, 2002			Grove Historical March 30, 2002			Pro Forma Adjustments			Pro Forma
Assets
Current assets:
Cash and equivalents		$	27,418		$	11,977		$	(11,977	)(4)	$	27,418
Accounts receivable—net			171,988			107,454			—			279,442
Notes receivable			—			11,966						11,966
Inventories—net			135,558			163,256			—			298,814
Deferred income taxes			27,671			—			—			27,671
Other			18,616			1,346			—			19,962
Total current assets			381,251			295,999			(11,977	)		665,273
Intangible assets—net			511,535			—			57,683	(2)		569,218
Reorganization value in excess of identifiable assets			—			37,256			(37,256	)(1)		—
Property, plant and equipment—net			170,559			127,999			—			298,558
Deferred tax assets			—			1,050			(1,050	)(1)		—
Other non-current assets			59,183			4,429			3,900	(3)		67,512
Total assets		$	1,122,528		$	466,733		$	11,300		$	1,600,561
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses		$	259,552		$	51,006		$	—		$	310,558
Current portion of long-term debt			27,600			15,000			(14,125	)(4)		28,475
Short-term borrowings			31,391			13,691			10,610	(4)		55,692
Product warranties			18,092			10,377			—			28,469
Deferred tax liabilities			—			160			(160	)(1)		—
Other current liabilities			—			45,865			—			45,865
Total current liabilities			336,635			136,099			(3,675	)		469,059
Non-current liabilities:
Long-term debt, less current portion			444,387			159,687			(159,687	)(4)		444,387
New term loan C			—			—			174,125	(4)		174,125
Postretirement health and other benefit obligations			23,479			55,618			—			79,097
Other non-current liabilities			39,955			44,267			—			84,222
Total non-current liabilities			507,821			259,572			14,438			781,831
Stockholders' equity:
Common stock			367			5,000			(5,000	)(1)		367
Additional paid-in capital			31,797			92,800			(92,800 50,914	)(1)   (5)		82,711
Accumulated other comprehensive loss			(3,462	)		(4,721	)		4,721	(1)		(3,462	)
Retained earnings (deficit)			379,214			(22,017	)		22,017	(1)		379,214
Treasury stock, at cost			(129,844	)		—			20,685	(5)		(109,159	)
Total stockholders' equity			278,072			71,062			537			349,671
Total liabilities and stockholders' equity		$	1,122,528		$	466,733		$	11,300		$	1,600,561

The accompanying notes are an integral part of these unaudited pro forma
condensed consolidated combined financial statements.

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NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED COMBINED BALANCE SHEET

        The following adjustments have been made to the condensed consolidated historical balance sheets of Manitowoc and Grove to compute the unaudited pro forma amounts.

(1)

Represents the elimination of Grove historical amounts related to reorganization value in excess of identifiable assets, deferred income taxes and stockholders' equity. Retained earnings (deficit) for Grove includes $4.2 million of unearned compensation at March 30, 2002, which will be earned upon consummation of the acquisition.

(2)

To record goodwill of $57.7 million in connection with the Grove acquisition. The purchase price of $282.9 million includes the amount to be paid to Grove stockholders of $71.6 million, the assumption and partial refinancing of Grove debt in the amount of $188.4 million, plus estimated direct acquisition costs and payment of Grove prepayment penalties of $22.9 million.

The purchase consideration paid in excess of the fair values of the assets acquired and liabilities assumed will be allocated first to the identifiable intangible assets with any remaining excess accounted for as goodwill. No appraisals of assets have been performed and all of the excess of purchase consideration over the net assets to be acquired is being preliminarily recorded as goodwill. Manitowoc plans to conduct a valuation of all the tangible and intangible assets acquired as a result of the acquisition of Grove subsequent to closing. This valuation analysis could potentially result in a different purchase price allocation.

In accordance with Statement of Financial Accounting Standards No. 142. "Goodwill and Other Intangible Assets," which was adopted by Manitowoc on January 1, 2002, goodwill and indefinite lived intangible assets associated with Manitowoc's acquisition of Grove will not be amortized.

(3)

Reflects new deferred financing costs of $3.9 million for the new term loan C that will be incurred as a result of the Grove acquisition and related debt financing. The deferred financing costs will be amortized over the term of the related debt.

(4)

The pro forma adjustments required to record the financing portion of the transaction are as follows (in thousands):

(5)

To reflect the increase in Manitowoc common stock outstanding as a result of the acquisition of Grove. Approximately 2.0 million additional shares of Manitowoc common stock are assumed to be issued based upon a stock price of $35.48 per share, which was the price at the close of trading on March 18, 2001, the date of signing of the merger agreement.

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According to the merger agreement, the actual number of shares to be issued at the close of the transaction is calculated as the average closing sales price for the ten consecutive trading days ending on and including the second day prior to the closing of the transaction (the "Determination Period"). The following table describes the range of possible Manitowoc share prices and the impact on the pro forma balance sheet (in thousands except price per share):

Based on the formula in the merger agreement, an increase or decrease of $1.00 in the average price of Manitowoc shares during the Determination Period from the price used to derive the pro forma financial statements would have the impact of decreasing or increasing the number of Manitowoc shares issued in relation to the acquisition by approximately 54,100 and 57,200 shares, respectively.

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LEGAL MATTERS

        The validity of the shares of Manitowoc common stock to be issued in the merger will be passed upon for Manitowoc by Quarles & Brady LLP, Milwaukee, Wisconsin.

        It is a condition to the completion of the merger that Skadden, Arps, Slate, Meager & Flom (Illinois), counsel to Grove, deliver an opinion concerning the federal income tax consequences of the merger.

EXPERTS

        The financial statements of Manitowoc as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001 incorporated in this proxy statement and prospectus by reference to the Annual Report on Form 10-K of Manitowoc for the year ended December 31, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants given on the authority of said firm as experts in auditing and accounting.

        The consolidated financial statements of Potain Group S.A. appearing in The Manitowoc Company, Inc.'s Current Report on Form 8-K dated May 9, 2001, have been audited by Ernst & Young Audit, independent auditors, as set forth in their report included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

        The consolidated financial statements of Grove as of September 29, 2001 (Successor Company) and September 30, 2000 (Predecessor Company) and for each of the years in the three-year period ended September 29, 2001 (Predecessor Company) have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent accountants, appearing elsewhere herein and upon the authority of said firm as experts in auditing and accounting. As stated in the report of KPMG LLP, effective September 29, 2001 Grove Investors, Inc. accounted for a change in ownership through "fresh-start" reporting. As a result, the consolidated information prior to September 29, 2001 is presented on a different cost basis than that as of September 29, 2001 and, therefore, is not comparable.

FUTURE STOCKHOLDER PROPOSALS

        Pursuant to Rule 14a-8 under the Exchange Act, Manitowoc shareholders may present proposals for inclusion in the Manitowoc proxy statement for consideration at the next annual meeting of its shareholders by submitting their proposals no later than October 30, 2002. Proposals should be submitted to the attention of the Secretary at Manitowoc's principal executive offices, P.O. Box 66, Manitowoc, Wisconsin 54221-0066. Grove stockholders who become shareholders of Manitowoc may present proposals for inclusion in the Manitowoc proxy statement for its 2003 annual meeting of shareholders. Any such proposal must comply with Rule 14a-8 of the Exchange Act.

        Under Manitowoc's bylaws, written notice of shareholder proposals for the 2003 annual meeting of Shareholders of Manitowoc which are not intended to be considered for inclusion in next year's annual meeting proxy material (shareholder proposals submitted outside the processes of Rule 14a-8) must be received not less than 50 nor more than 75 days prior to such annual meeting, directed to the attention of the Secretary, and such notice must contain the information specified in Manitowoc's bylaws.

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AVAILABLE INFORMATION

        Manitowoc is subject to the reporting requirements of the Securities Exchange Act of 1934 and files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Grove is not required to file annual, quarterly or other reports with the SEC. Manitowoc has also filed a registration statement on Form S-4, including exhibits and schedules, under the Securities Act of 1933 with respect to the common stock that will be issued in connection with the merger. This proxy statement and prospectus is a part of the registration statement, but does not contain all of the information included in the registration statement or the exhibits and schedules. You may read and copy the registration statement and any reports, statements or other information filed by Manitowoc with the SEC at the SEC's public reference facilities at:

        You can obtain copies of such materials, at prescribed rates, by writing to the SEC. You may obtain information by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. You may also obtain copies of these materials through Manitowoc's web site, www.manitowoc.com.

        Manitowoc's common stock is listed on the New York Stock Exchange and reports, proxy information and other information concerning it can be inspected at the New York Stock Exchange located at 20 Broad Street, New York, New York 10005.

INCORPORATION BY REFERENCE

        The SEC allows us to "incorporate by reference" into this proxy statement and prospectus information that Manitowoc files with the SEC. This means that:

•

we can disclose important information to you by referring to other documents that contain that information;



•

the information incorporated by reference is considered to be part of this proxy statement and prospectus; and



•

any information that Manitowoc files with the SEC in the future is automatically incorporated into this proxy statement and prospectus and updates and supersedes previously filed information, including information contained in this proxy statement and prospectus.

        Manitowoc has incorporated by reference the following documents and any future filings it makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after the date of this proxy statement and prospectus and before the closing date of the merger:

•

Manitowoc's Annual Report on Form 10-K for the year ended December 31, 2001;



•

Manitowoc's Quarterly Report on Form 10-Q for the three months ended March 31, 2002;



•

Manitowoc's Current Reports on Form 8-K dated May 9, 2001 (which includes, Potain's audited financial statements as of and for the years ended December 31, 2000 and 1999) and March 20, 2002;



•

Manitowoc's Proxy Statement for its 2002 Annual Meeting of Shareholders dated April 8, 2002;



•

the description of Manitowoc's common stock contained in its Registration Statement on Form 8-A dated October 24, 1972, and any amendment or report updating that description;

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•

the description of Manitowoc's common stock purchase rights contained in its Registration Statement on Form 8-A dated August 5, 1996, and any amendment or report updating that description.

        You may request a copy of any of these filings, at no cost, by writing to Maurice D. Jones, General Counsel and Secretary, The Manitowoc Company, Inc., P.O. Box 66, Manitowoc, Wisconsin 54221-0066, or by calling Mr. Jones at (920) 684-4410. If you would like to request documents from Manitowoc, please do so by [    •    ], 2002 to receive them before the special meeting.

        If we have incorporated by reference any statement or information in this proxy statement and prospectus and we subsequently modify that statement or information, the statement or information incorporated in this proxy statement and prospectus is also modified or superseded in the same manner. This proxy statement and prospectus incorporates by reference any subsequently filed document.

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TABLE OF CONTENTS FOR HISTORICAL FINANCIAL STATEMENTS

		Page
GROVE INVESTORS, INC. AND SUBSIDIARIES
Independent Auditors' Report		F-2
Consolidated Balance Sheets as of September 30, 2000 and September 29, 2001		F-3
Consolidated Statements of Operations for the years ended October 2, 1999, September 30, 2000 and September 29, 2001		F-4
Consolidated Statements of Comprehensive Income (Loss) for the years ended October 2, 1999, September 30, 2000 and September 29, 2001		F-5
Consolidated Statements of Predecessor Equity (Deficit) for the years ended October 2, 1999, September 30, 2000 and September 29, 2001		F-6
Consolidated Statements of Cash Flows for the years ended October 2, 1999, September 30, 2000 and September 29, 2001		F-7
Notes to Consolidated Financial Statements		F-8
Unaudited Condensed Consolidated Balance Sheets as of September 29, 2001 and March 30, 2002		F-35
Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2001 and March 30, 2002		F-36
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended March 31, 2001 and March 30, 2002		F-37
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2001 and March 30, 2002		F-38
Notes to Unaudited Condensed Consolidated Financial Statements		F-39

F-1

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Independent Auditors' Report

The Board of Directors of
Grove Investors, Inc.:

        We have audited the accompanying consolidated balance sheet of Grove Investors, Inc. and subsidiaries as of September 29, 2001 and the consolidated balance sheet of SGPA, Inc. (formerly Grove Investors LLC) and subsidiaries (the "Predecessor"), as of September 30, 2000 and the related consolidated statements of operations, comprehensive income (loss), predecessor equity (deficit) and cash flows for each of the years in the three-year period ended September 29, 2001. These consolidated financial statements are the responsibility of the companies' management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Grove Investors, Inc. and subsidiaries as of September 29, 2001 and the financial position of the Predecessor as of September 30, 2000, and the results of the Predecessor's operations and cash flows for each of the years in the three-year period ended September 29, 2001, in conformity with accounting principles generally accepted in the United States of America.

        As described in note 2 to the consolidated financial statements, on September 25, 2001 the Predecessor consummated a reorganization plan (the "Plan") which had been confirmed by the United States Bankruptcy Court for the Middle District of Pennsylvania. The Plan resulted in a change in ownership of the Predecessor and, accordingly, effective September 29, 2001 Grove Investors, Inc. accounted for the change in ownership through "fresh-start" reporting. As a result, the consolidated information prior to September 29, 2001 is presented on a different cost basis than that as of September 29, 2001 and, therefore, is not comparable.

/s/ KPMG LLP

Baltimore, Maryland
December 12, 2001

F-2

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GROVE INVESTORS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 2000 and September 29, 2001
(in thousands of dollars, except per share amounts)

				Predecessor 2000			Company 2001
Assets
Current assets:
	Cash and cash equivalents			$	17,933		$	13,551
	Cash restricted as to its use (note 5)				1,688			388
	Trade receivables, net (note 5)				132,305			132,201
	Notes receivable (note 5)				6,801			12,668
	Inventories (note 6)				176,965			168,451
	Prepaid expenses and other current assets				10,859			4,601
		Total current assets			346,551			331,860
Property, plant and equipment, net (note 7)					170,020			138,110
Reorganization value in excess of amounts allocated to identifiable asset (note 8)					—			36,576
Goodwill, net (note 8)					202,602			—
Other assets					16,964			11,292
				$	736,137		$	517,838
Liabilities and Stockholders' Equity/Predecessor Deficit
Current liabilities:
	Current maturities of long-term debt (notes 2 and 11)			$	37,000		$	15,000
	Short-term borrowings (note 9)				20,967			14,801
	Accounts payable				77,637			64,617
	Accrued expenses and other current liabilities (note 10)				83,051			68,402
		Total current liabilities			218,655			162,820
Deferred revenue (note 4)					37,170			21,201
Long-term debt (notes 2 and 11)					530,217			160,800
Other liabilities (note 12)					88,843			78,017
		Total liabilities			874,885			422,838
Stockholders' equity/predecessor deficit (note 2):
	Preferred stock, par value $1 per share; 10,000,000 shares authorized, none issued or outstanding				—			—
	Common stock, par value $1 per share; 10,000,000 shares authorized, 5,000,000 shares issued and outstanding				—			5,000
	Additional paid-in capital				—			90,000
	Invested capital				75,000			—
	Notes receivable from members				(1,538	)		—
	Accumulated deficit				(188,292	)		—
	Accumulated other comprehensive loss				(23,918	)		—
		Total stockholders' equity/predecssor deficit			(138,748	)		95,000
Commitments and contingencies (notes 2, 16, 17 and 18)
				$	736,137		$	517,838

See accompanying notes to consolidated financial statements.

F-3

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GROVE INVESTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
For the years ended October 2, 1999, September 30, 2000 and September 29, 2001
(in thousands)

			Predecessor
			1999			2000			2001
Net sales			$	788,893		$	845,950		$	717,584
Cost of goods sold (note 6)				641,111			721,068			616,235
	Gross profit			147,782			124,882			101,349
Selling, engineering, general and administrative expenses				124,704			107,864			95,927
Amortization of goodwill				6,880			7,029			5,537
Restructuring charges (note 13)				—			8,757			4,963
Reorganization costs (note 2)				—			—			14,507
Goodwill impairment charge (note 8)				—			53,351			—
	Income (loss) from operations			16,198			(52,119	)		(19,585	)
Interest expense, net (note 11)				(50,112	)		(59,911	)		(42,080	)
Other expense, net				(200	)		(996	)		(4,052	)
	Loss before income taxes, extraordinary gain and cumulative effect of a change in accounting principle			(34,114	)		(113,026	)		(65,717	)
Income taxes (note 15)				5,535			6,255			260
	Net loss before extraordinary gain and cumulative effect of change in accounting principle			(39,649	)		(119,281	)		(65,977	)
Extraordinary gain on discharge of debt and accrued interest (note 2)				—			—			334,432
	Net income (loss) before cumulative effect of change in accounting principle			(39,649	)		(119,281	)		268,455
Cumulative effect of change in accounting principle (note 4)				—			302			—
	Net income (loss)		$	(39,649	)	$	(118,979	)	$	268,455

See accompanying notes to consolidated financial statements.

F-4

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GROVE INVESTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
For the years ended October 2, 1999, September 30, 2000 and September 29, 2001
(in thousands)

			Predecessor
			1999			2000			2001
Net income (loss)			$	(39,649	)	$	(118,979	)	$	268,455
Change in minimum pension liability				(5,909	)		7,708			(9,629	)
Unrealized net income (loss) on cash flow hedges of forecasted foreign currency transactions				—			(992	)		992
Change in foreign currency translation adjustment				(9,038	)		(20,969	)		2,881
	Comprehensive income (loss)		$	(54,596	)	$	(133,232	)	$	262,699

See accompanying notes to consolidated financial statements.

F-5

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GROVE INVESTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Predecessor Equity (Deficit)
For the years ended October 2, 1999, September 30, 2000 and September 29, 2001
(in thousands)

		Invested capital			Notes receivable from members			Retained earnings (accumulated deficit)			Accumulated other comprehensive income (loss)			Total Predecessor equity (deficit)
Balance, October 3, 1998		$	75,000		$	(2,783	)	$	(29,664	)	$	5,282		$	47,835
Advances to members			—			(888	)		—			—			(888	)
Accrued interest on member notes			—			(261	)		—			—			(261	)
Net loss			—			—			(39,649	)		—			(39,649	)
Other comprehensive loss			—			—			—			(14,947	)		(14,947	)
Balance, October 2, 1999			75,000			(3,932	)		(69,313	)		(9,665	)		(7,910	)
Amounts received from members			—			2,847			—			—			2,847
Amounts advanced to members			—			(343	)		—			—			(343	)
Accrued interest on member notes			—			(110	)		—			—			(110	)
Net loss			—			—			(118,979	)		—			(118,979	)
Other comprehensive loss			—			—			—			(14,253	)		(14,253	)
Balance, September 30, 2000			75,000			(1,538	)		(188,292	)		(23,918	)		(138,748	)
Accrued interest on member notes			—			(187	)		—			—			(187	)
Repayment of notes			—			1,216			—			—			1,216
Reclass to other assets			—			509			—			—			509
Net income			—			—			268,455			—			268,455
Other comprehensive loss			—			—			—			(5,756	)		(5,756	)
Balance, September 29, 2001 prior to "fresh-start" adjustments (note 2)		$	75,000		$	—		$	80,163		$	(29,674	)	$	125,489

See accompanying notes to consolidated financial statements.

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GROVE INVESTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended October 29, 1999, September 30, 2000 and September 29, 2001
(in thousands)

					Predecessor
					1999			2000			2001
Cash flows from operating activities:
	Net income (loss)				$	(39,649	)	$	(118,979	)	$	268,455
	Adjustments to reconcile to net income (loss) to net cash provided by (used in) operating activities:
		Extraordinary gain on discharge of debt and accrued interest				—			—			(334,432	)
		Depreciation and amortization				18,537			20,209			20,494
		Depreciation of equipment held for rent				14,921			15,998			9,382
		Amortization of deferred financing costs				2,294			2,349			1,230
		Goodwill impairment charge				—			53,351			—
		Accretion of interest on senior discount debenture				6,357			6,998			4,263
		Interest on senior debentures				7,313			8,675			5,692
		(Gain) loss on sales of property, plant and equipment				(255	)		31			165
		Deferred income tax expense (benefit)				2,680			(304	)		—
		Changes in operating assets and liabilities:
			Trade receivables, net			(16,951	)		(3,383	)		2,399
			Notes receivable			462			(1,457	)		(5,839	)
			Inventories			6,907			1,593			(3,342	)
			Accounts payable and accrued expenses			(14,848	)		8,749			(3,899	)
			Other assets and liabilities, net			12,971			(3,586	)		22,479
			Net cash provided by (used in) operating activities			739			(9,756	)		(12,953	)
Cash flows from investing activities:
	Additions to property, plant and equipment					(9,405	)		(8,775	)		(7,072	)
	Investment in equipment held for rent					(23,793	)		(6,876	)		(4,643	)
	Post-closing adjustment related to acquisition of businesses from Hanson, PLC					10,500			—			—
	Other investing activities					3,408			—			2,291
			Net cash used in investing activities			(19,290	)		(15,651	)		(9,424	)
Cash flows from financing activities:
	Net proceeds from (repayments of) short-term borrowings					4,139			1,801			(6,510	)
	Proceeds from issuance of long-term debt					10,000			25,000			24,356
	Repayments of long-term debt					(12,000	)		(2,000	)		(1,000	)
	Other financing activities					(937	)		2,182			1,005
			Net cash provided by financing activities			1,202			26,983			17,851
Effect of exchange rate changes on cash and cash equivalents						(110	)		(473	)		144
			Net change in cash and cash equivalents			(17,459	)		1,103			(4,382	)
Cash and cash equivalents, beginning of year						34,289			16,830			17,933
Cash and cash equivalents, end of year					$	16,830		$	17,933		$	13,551

See accompanying notes to consolidated financial statements.

F-7

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GROVE INVESTORS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(in thousands of dollars)

September 30, 2000 and September 29, 2001

(1) Description of Business

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

(2) Plan of Reorganization and Basis of Presentation

        From its inception in 1998 through December 31, 2000, Grove Investors LLC was a limited liability company which owned all the member's interest of Grove Holdings LLC. Grove Holdings LLC was a single member limited liability company which owned all of the member's interests of Grove Worldwide LLC. Effective January 1, 2001, Grove Investors LLC ("Grove Investors") was converted from a limited liability company to a C-corporation. (See note 14)

        Prior to filing its petition for protection under United States Bankruptcy Code, Grove Investors changed its name to SGPA, Inc. ("SGPA" or the "Predecessor"). On May 7, 2001, SGPA filed a pre-negotiated Plan of Reorganization (the "Plan") for SGPA and each of its domestic subsidiaries pursuant to Chapter 11 of United States Bankruptcy Code with the United States Bankruptcy Court for the Middle District of Pennsylvania (the "Bankruptcy Court"). The Bankruptcy Court confirmed the Plan on September 14, 2001 and the Plan was consummated on September 25, 2001. For reporting purposes, the inception date for the reorganized company was as of the close of business on September 29, 2001.

        In connection with the Plan, Grove Investors, Inc. was formed under the laws of the State of Delaware, and in turn formed a wholly owned subsidiary, Grove Holdings, Inc. ("Holdings"), which in turn formed a wholly owned subsidiary, Grove Worldwide, Inc. ("Worldwide"). On September 25, 2001, Worldwide acquired SGPA, and Grove Holding LLC and Grove Worldwide LLC were merged into Worldwide. The Company executed, among other things, the following elements of the Plan:

•

Holders of amounts outstanding under the Predecessor's bank credit facility of approximately $224,000, including accrued interest, were issued (i) $125,000 in senior secured notes, (ii) debentures, with a face value of $45,000 and an estimated fair value of $35,800, and (iii) four million shares of the Company's common stock.



•

Holders of approximately $236,000 of the Predecessor's 9.25% senior subordinated notes, including accrued interest, were issued (i) one million shares of the Company's common stock, (ii) Series A warrants with a seven-year term giving the holder the right to acquire an aggregate of 277,778 shares of common stock at an exercise price of approximately $19.20 per share and (iii) Series B warrants with a seven-year term giving the holder the right to acquire an aggregate of 277,778 shares of common stock at $24.20 per share.



•

Holders of approximately $70,000 of the Predecessor's 11.625% senior discount debentures, including accrued interest, approximately $73,000 of 14.5% senior debentures, including accrued

F-8

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interest, and the equity holders of the Predecessor did not receive any consideration under the Plan and their claims were discharged.

•

Holders of all pre-petition unsecured trade obligations of the Predecessor were paid in full.

        The estimated fair value of the Series A and Series B warrants were approximately $2,000 and $1,800, respectively. Such amounts have been included in additional paid-in capital in the consolidated balance sheet as of September 29, 2001.

        In connection with the Bankruptcy filing, the Predecessor's bank group provided a $35 million Debtor-in-Possession facility for use by the Predecessor during Bankruptcy which was converted into a Revolving Credit Facility upon emergence from reorganization. (See note 11).

        The Plan contemplates that 250,000 shares of common stock which were distributed to holders of the Predecessor's bank credit facility will be given to management. In addition, the Company will establish a stock option plan providing for the issuance of up to 250,000 options to management to purchase the Company's common stock at the reorganization date fair market value.

        The reorganization value of the Company of approximately $286 million, ratified in the bankruptcy proceeding, was determined with the assistance of a financial advisor. The advisor (i) reviewed certain historical financial information for recent years and interim periods; (ii) reviewed certain internal financial and operating data, including five-year financial projections, prepared and provided by management; (iii) met with certain members of senior management to discuss the Company's operations and future prospects; (iv) reviewed publicly available financial data and considered the market value of public companies which the financial advisor deemed generally comparable to the operating business of the Company; (v) considered certain economic and industry information relevant to the operating businesses; and (vi) conducted such other studies, analyses, inquiries, and investigations as they deemed appropriate. Based upon the foregoing, the financial advisor developed a range of values for the Company. In addition to relying on management's projections, the reorganization valuation analysis made a number of assumptions including, but not limited to, a successful and timely reorganization of the Company's capital structure.

        The consolidated financial statements following the reorganization reflect accounting principles set forth in the American Institute of Certified Public Accountants Statement of Position ("SOP") 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code. This statement provides guidance for financial reporting by entities that have filed voluntary petitions for relief under and have reorganized in accordance with the United States Bankruptcy Code. As such, the Company has adopted "fresh-start" reporting as of September 29, 2001, in the preparation of the accompanying consolidated balance sheet because holders of the equity interest in SGPA immediately before filing and confirmation of the Plan hold less then 50% of the equity interest in Investors and because SGPA's reorganization value is less than its post-petition liabilities and allowed claims. SGPA's emergence from Chapter 11 proceedings resulted in a new reporting entity with no retained earnings or accumulated deficit as of September 29, 2001. As discussed further in note 2 to the consolidated financial statements, the assets and liabilities of the Company were restated as of September 29, 2001, in accordance with SOP 90-7. Thus, the Company's consolidated financial statements for periods prior to

F-9

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September 29, 2001 are not comparable to consolidated financial statements as of or subsequent to September 29, 2001. The consolidated statement of operations, comprehensive income (loss), predecessor equity (deficit), and cash flows reflect results of the Predecessor through September 29, 2001, including the impact of the Plan.

        The difference between the Company's reorganization value and the fair value of the Company's assets and liabilities resulted in the recording of a reorganization value in excess of amounts allocated to identifiable assets of $36,576 as of September 29, 2001.

        The Predecessor incurred certain costs related to the Plan, which are shown as Reorganization Costs in the consolidated statement of operations. The components of Reorganization Costs for the year ended September 29, 2001 are as follows:

        The consolidated statement of operations for the year ended September 29, 2001 reflects an extraordinary gain from the discharge of debt and accrued interest. Components of the extraordinary gain are as follows:

        The consolidated balance sheet prepared as of September 29, 2001, discussed below, illustrates the effect of the Plan and the impact of implementing "fresh-start" reporting. The adjustments present the (i) Company's reorganized capital structure, including its new credit agreement and debentures; (ii) effect of canceling the senior subordinated debentures, senior discount debentures and senior debentures and the related accrued interest and deferred financing costs; (iii) elimination of the accumulated deficit and comprehensive loss; (iv) write-up of inventory to approximate fair market value; (v) adjustment of the pension and post-retirement benefit liabilities to reflect fair market value; and (vi) certain other adjustments to adopt SOP 90-7.

        The Company's allocation of the reorganization value is preliminary. The Company is in the process of obtaining appraisals of certain of its tangible and intangible assets. Accordingly, adjustments may be necessary to property, plant, and equipment, other assets, deferred taxes and reorganization value in excess of amounts allocated to identifiable assets once such appraisals are complete.

F-10

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        The effects of the Plan on the Company's consolidated balance sheet, including debt extinguishments, refinancing and fresh-start adjustments are as follows:

				Predecessor September 29, 2001			Effect of Plan of Reorganization			Fresh Start Adjustments			Company September 29, 2001
Assets
Current assets:
	Cash and cash equivalents			$	13,551		$	—		$	—		$	13,551
	Cash restricted as to its use				388			—			—			388
	Trade receivables, net				132,201			—			—			132,201
	Notes recievable				12,668			—			—			12,668
	Inventories				157,416			—			11,035			168,451
	Prepaid expenses and other current assets				4,601			—			—			4,601
		Total current assets			320,825			—			11,035			331,860
Property, plant and equipment, net					138,110			—			—			138,110
Goodwill/reorganization value in excess of amounts allocated to identifiable assets					200,761			—			(164,185	)		36,576
Other assets					21,479			(12,223	)		2,036			11,292
				$	681,175		$	(12,223	)	$	(151,114	)	$	517,838
Liabilities and Stockholders' Equity
Current liabilities:
	Current maturities of long-term debt			$	15,000		$	—		$	—		$	15,000
	Short-term borrowings				14,801			—			—			14,801
	Accounts payable				64,617			—			—			64,617
	Accrued expenses and other current liabilities				68,402			—			—			68,402
		Total current liabilties			162,820			—			—			162,820
Pre-petition debt					602,964			(602,964	)		—			—
Deferred revenue					21,201			—			—			21,201
Long-term debt					—			160,800			—			160,800
Other liabilties					103,642			—			(25,625	)		78,017
		Total liabilities			890,627			(442,164	)		(25,625	)		422,838
Stockholders' equity:
	Common stock				—			5,000			—			5,000
	Additional paid-in capital				—			90,000			—			90,000
	Invested capital				75,000			—			(75,000	)		—
	Notes receivable from members				(509	)		509			—			—
	Accumulated deficit				(254,269	)		334,432			(80,163	)		—
	Accumulated other comprehensive—income (loss)				(29,674	)		—			29,674			—
		Total stockholders' equity			(209,452	)		429,941			(125,489	)		95,000
				$	681,175		$	(12,223	)	$	(151,114	)	$	517,838

F-11

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(3) Acquisition

      On April 29, 1998, the Predecessor acquired from Hanson PLC ("Hanson") and certain of its subsidiaries, substantially all of the assets of Hanson's U.S. mobile hydraulic crane and aerial work platform operations, the capital stock of Hanson's U.S. truck-mounted crane operation and the capital stock of Hanson's British, French, German, and Australian crane and aerial work platform subsidiaries. The purchase price was subject to a post-closing adjustment for which the Company received $10,500 in November 1998. The Acquisition was accounted for as a purchase.

(4) Summary of Significant Accounting Policies

(a)    Principles of Consolidation

        The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company's fiscal year ends on the Saturday closest to September 30.

(b)    Cash and Cash Equivalents

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

(c)    Trade Receivables and Notes Receivable

        Trade receivables are net of allowance for doubtful accounts of $5,057 as of September 30, 2000. Trade receivables are reported at estimated fair value at September 29, 2001.

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

(d)    Inventories

        Inventories are valued at the lower of cost or market, as determined primarily under the first-in, first-out method. Inventories are reported at estimated fair value at September 29, 2001.

(e)    Property, Plant and Equipment

        Property, plant, and equipment are stated at cost. See note 2 to the consolidated financial statements with respect to adoption of "fresh-start" reporting pursuant to SOP 90-7 at September 29, 2001.

F-12

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

(f)    Goodwill and Reorganization Value in Excess of Amounts Allocated to Identifiable Assets

        Predecessor goodwill is the excess of the purchase price over the fair value of the net assets acquired in 1998. Amortization expense is recorded on the straight-line method over 40 years. The Predecessor assessed the recovery of goodwill by determining whether amortization of the goodwill over its remaining life could be recovered through undiscounted cash flows of the acquired operations. Goodwill impairment, if any, was measured by determining the amount by which the carrying value of the goodwill exceeded its fair value based upon discounting of future cash flows. See note 2 to the consolidated financial statements for information related to the adjustment of goodwill and establishment of the reorganization value in excess of amount allocated to identifiable assets in connection with adoption of "fresh-start" reporting pursuant to SOP 90-7 at September 29, 2001.

        The reorganization value of the Company has been allocated to the Company's assets in conformity with the purchase method of accounting specified by Accounting Principle Board Opinion 16 and Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations. Because a portion of the reorganization value cannot be attributed to a specific tangible or identified intangible assets of the Company, this amount has been reported as "reorganization value in excess of amounts allocated to identifiable assets." This intangible asset will not be amortized, but will be tested annually for impairment in accordance with SFAS 142, Goodwill and Other Intangible Assets.

(g)    Impairment of Long-Lived Assets

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

(h)    Revenue Recognition

        Revenue is generally recognized as title transfers, usually as products are shipped to customers. However, for certain transactions, the Company provides guarantees of the residual value of the

F-13

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equipment to third party leasing companies. Such guarantees generally take the form of end-of-term residual value guarantees or reducing residual value guarantees that decline with the passage of time. The Company records these transactions in accordance with the lease principles established by SFAS No. 13, Accounting for Leases. If the transaction qualifies as an operating lease, the Company records deferred revenue for the amount of the net proceeds received upon the equipment's initial transfer to the customer. The liability is then subsequently reduced on a pro rata basis over the period to the first exercise date of the guarantee, to the amount of the guaranteed residual value at that date, with corresponding recognition of revenue in the Company's statement of operations. Any further reduction in the guaranteed residual value resulting from the purchaser's decision to continue to use the equipment is recognized in a similar manner. Depreciation of equipment held for rent is recognized in a similar manner over the term of the lease agreement. As of September 30, 2000 and September 29, 2001, the amount of deferred revenue relating to transactions involving residual value guarantees, which is classified as deferred revenue or accrued expenses and other current liabilities in the consolidated balance sheets, was $49,739 and $30,202, respectively.

(i)    Product Warranty

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

(j)    Foreign Currency Translation

        The financial statements of subsidiaries located outside the United States are measured using the local currency as the functional currency. Assets, including goodwill, and liabilities are translated at the rates of exchange at the balance sheet date. The resulting translation gains and losses are included as a separate component of other comprehensive income (loss) in Predecessor deficit. Income and expense items are translated at average monthly rates of exchange. Gains and losses from foreign currency transactions of these subsidiaries are included in net income (loss). Aggregate gains (losses) on foreign currency transactions were not material for the year ended October 2, 1999. For the years ended September 30, 2000 and September 29, 2001, aggregate losses on foreign currency transactions were $2,256 and $4,626, respectively.

(k)    Research and Development

        Research and development expenditures are charged to operations as incurred. Research and development costs were $12,371, $10,749 and $8,717 for the years ended October 2, 1999, September 30, 2000 and September 29, 2001, respectively, and are included as part of selling, engineering, general and administrative expenses.

F-14

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(l)    Advertising

        All costs associated with advertising and promoting products are expensed when incurred. Advertising expenses were $2,289, $2,893 and $3,591 for the years ended October 2, 1999, September 30, 2000 and September 29, 2001, respectively.

(m)    Stock-Based Compensation

        The Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for its stock-based employee compensation arrangements and will provide the disclosures required by SFAS No. 123, Accounting for Stock-Based Compensation.

(n)    Income Taxes

        Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(o)    Fair Value of Financial Instruments

        The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced sale or liquidation. Significant differences can arise between the fair value and carrying amount of financial instruments that are recognized at historical cost amounts. However, as a result of the Company's "fresh-start" reporting, all financial instruments included in the September 29, 2001 consolidated balance sheet are at estimated fair market value.

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

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

Foreign currency contracts: The fair value of forward exchange contracts is estimated using prices established by financial institutions for comparable instruments. (See note 17)

Long-term debt: For bank borrowings, the amount reported in the consolidated balance sheet approximates fair value. The fair value of the debentures is based on values determined with the assistance of the Company's financial advisor in determining the reorganization value. (See notes 2 and 11)

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(p)    Derivative Instruments and Hedging Activities

        During fiscal 2000, the Predecessor adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities (an amendment to SFAS No. 133), respectively. These statements establish accounting and reporting standards for derivative instruments and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities measured at fair value. The impact of adoption of SFAS No. 133 of $302 is presented as the cumulative effect of a change in accounting principle in the consolidated statement of operations in fiscal 2000. There was no impact from the adoption of SFAS No. 138.

        All derivatives are recognized on the balance sheet at their fair value. On the date the derivative contract is entered into, the Company designates the derivative as either a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment ("fair-value" hedge), a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability ("cash-flow" hedge), a foreign-currency fair-value or cash-flow hedge ("foreign-currency" hedge), or a hedge of a net investment in a foreign operation. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair-value, cash-flow, or foreign-currency hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively.

        Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a fair-value hedge, along with the loss or gain on the hedged asset or liability or unrecognized firm commitment of the hedged item that is attributable to the hedged risk are recorded in earnings. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash-flow hedge are recorded in other comprehensive income, until earnings are affected by the variability in cash flows of the designated hedged item. Changes in the fair value of derivatives that are highly effective as hedges and that are designated and qualify as foreign-currency hedges are recorded in either earnings or other comprehensive income, depending on whether the hedge transaction is a fair-value hedge or a cash-flow hedge. However, if a derivative is used as a hedge of a net investment in a foreign operation, its changes in fair value, to the extent effective as a hedge, are recorded in the cumulative translation adjustments account within other comprehensive income. Changes in the fair value of derivative trading instruments are reported in current-period earnings.

        The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised, the derivative is de-designated as a hedging instrument, because it is unlikely that a forecasted transaction will occur, a hedged firm commitment no

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longer meets the definition of a firm commitment, or management determines that designation of the derivative as a hedging instrument is no longer appropriate.

        When hedge accounting is discontinued because it is determined that the derivative no longer qualifies as an effective fair-value hedge, the Company continues to carry the derivative on the balance sheet at its fair value, and no longer adjusts the hedged asset or liability for changes in fair value. The adjustment of the carrying amount of the hedged asset or liability is accounted for in the same manner as other components of the carrying amount of that asset or liability. When hedge accounting is discontinued because the hedged item no longer meets the definition of a firm commitment, the Company continues to carry the derivative on the balance sheet at its fair value, removes any asset or liability that was recorded pursuant to recognition of the firm commitment from the balance sheet and recognizes any gain or loss in earnings. When hedge accounting is discontinued because it is probable that a forecasted transaction will not occur, the Company continues to carry the derivative on the balance sheet at its fair value, and gains and losses that were accumulated in other comprehensive income are recognized immediately in earnings. In all other situations in which hedge accounting is discontinued, the Company continues to carry the derivative at its fair value on the balance sheet, and recognizes any changes in its fair value in earnings.

(q)    Use of Estimates

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

(r)    Reclassifications

        Certain amounts in fiscal 1999 and fiscal 2000 have been reclassified to conform to the presentation for fiscal 2001.

(s)    Recently Issued Accounting Standards

        In August, 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS No. 144 requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the

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carrying amount or fair value less costs to sell. The Company is required to adopt SFAS No. 144 on October 1, 2003.

(5) Trade and Notes Receivable

        Trade receivables subject the Company to concentration of credit risk, because they are concentrated in distributors and rental companies that serve the heavy industrial and construction industries, which are subject to business cycle variations. For the years ended October 2, 1999, September 30, 2000 and September 29, 2001, approximately 20%, 17% and 15% of revenues were generated from five major customers with no one customer accounting for more than 10% of net sales. Approximately 17% of the outstanding trade and notes receivable balance as of September 30, 2000 and September 29, 2001 were due from these customers, respectively.

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

        The Company has agreements with two major international banks to sell up to $75,000 of notes receivable obtained under the special financing program, subject to certain conditions. The banks purchase the notes receivable at face value on a 90% non-recourse basis. The agreements provide that the Company purchase credit insurance on behalf of the banks to insure the 90% risk assumed by the banks. The Company retains 10% of the credit risk on a first loss basis. The Company is responsible for administrative and collection activities. The cost of administrative and collection activities is immaterial. Cash collections on the notes are deposited directly into an account for the benefit of the major international banks. Amounts held at September 30, 2000 and September 29, 2001 are shown as restricted cash in the accompanying consolidated balance sheet. The banks have the power to sell or pledge the notes receivable purchased at any time and the Company has no rights or obligation to repurchase of the notes receivable.

        Notes receivable sold under this arrangement meet the criteria for sale under SFAS No. 140, Accounting for Transfer and Servicing of Financial Assets and Extinguishment of Liabilities, and, accordingly, are removed from the consolidated balance sheet upon transfer. The Predecessor received proceeds from the sales of the trade accounts receivable of approximately $171,000 and $52,000 for the years ended September 30, 2000 and September 29, 2001, respectively.

        At September 29, 2001, the Company had credit risk of $2,747 with respect to notes receivable that had been sold under the arrangement.

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(6) Inventories

        Inventories consist of the following as of September 30, 2000 and September 29, 2001:

        In connection with "fresh-start" reporting, the Company assigned $11,035 of the reorganization value to work in process and finished goods inventories in excess of their historical carrying value. Such amounts will be charged to costs of goods sold in the first fiscal quarter of 2002.

        During the year ended September 30, 2000, management made the decision to reduce the number of aerial work platform models manufactured. The decision together with further rationalization of U.S. crane products resulted in an inventory write-down of $12,500, which is included in cost of goods sold. During the year ended September 29, 2001, an additional $7,500 of obsolete inventory was written-off, which is included in cost of goods sold.

(7) Property, Plant and Equipment

        Property, plant and equipment consist of the following as of September 30, 2000 and September 29, 2001:

        Depreciation expense (including depreciation expense on equipment held for rent) for the years ended October 2, 1999, September 30, 2000 and September 29, 2001 was $26,578, $29,178 and $29,876, respectively.

        As discussed in note 2 to the consolidated financial statements, property, plant and equipment have been adjusted to an estimated fair market value at September 29, 2001 in connection with "fresh-start" reporting. The Company's allocation of the reorganization value is preliminary. The Company is

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in the process of obtaining appraisals of certain of its tangible and intangible assets. Accordingly, adjustments may be necessary to property, plant and equipment.

(8) Goodwill and Reorganization Value in Excess of Amounts Allocated to Identifiable Assets

        Goodwill and reorganization value in excess of amount allocated to identifiable assets consists of the following as of September 30, 2000 and September 29, 2001: