EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
OFFER TO EXCHANGE THEIR
11 5/8% SENIOR DISCOUNT DEBENTURES DUE 2009, WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1993, AS AMENDED, FOR ANY AND ALL OF THEIR
OUTSTANDING 11 5/8% SENIOR DISCOUNT DEBENTURES DUE 2009
OF
GROVE HOLDINGS LLC
GROVE HOLDINGS CAPITAL, INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Grove Holdings LLC, a Delaware limited liability company (the
"Company" or "Grove"), and Grove Holdings Capital, Inc., a Delaware corporation
and a wholly owned subsidiary of the Company ("Grove Capital" and, together with
the Company, the "Issuers"), made pursuant to the Prospectus dated ,
1998 (the "Prospectus"), if certificates for the outstanding 11 5/8% Senior
Discount Debentures due 2009 of the Issuers (the "Senior Discount Debentures")
are not immediately available or if the procedure for book-entry transfer cannot
be completed on a timely basis or time will not permit all required documents to
reach the Issuers prior to 5:00 p.m., New York City time, on the Expiration Date
of the Exchange Offer. Such form may be delivered or transmitted by telegram,
telex, facsimile transmission, mail or hand delivery to United States Trust
Company of New York (the "Exchange Agent") as set forth below. In addition, in
order to utilize the guaranteed delivery procedure to tender Senior Discount
Debentures pursuant to the Exchange Offer, a completed, signed and dated Letter
of Transmittal (or facsimile thereof) must also be received by the Exchange
Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
Capitalized terms not defined herein are defined in the Prospectus.
DELIVERY TO:
UNITED STATES TRUST COMPANY OF NEW YORK,
EXCHANGE AGENT
BY HAND UP TO 4:30 PM: United States Trust Company of New York
111 Broadway
Lower Level
New York, New York 10006
Attention: Corporate Trust Services
Telephone: 1(800) 548-6565
Facsimile: (212) 780-0592
BY OVERNIGHT COURIER AND BY HAND AFTER 4:30 United States Trust Company of New York
PM ON THE EXPIRATION DATE ONLY: 770 Broadway, 13th Floor
New York, New York 10003
Attention: Corporate Trust Services
Telephone: 1(800) 548-6565
Facsimile: (212) 780-0592
BY REGISTERED OR CERTIFIED MAIL: United States Trust Company of New York
Post Office Box 844
New York, New York 10276-0844
Attention: Corporate Trust Services, Cooper
Station
Telephone: 1(800) 548-6565
Facsimile: (212) 780-0592
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Issuers the principal amount of Senior Discount Debentures set forth below,
pursuant to the guaranteed delivery procedure described in "The Exchange
Offer--Procedures for Tendering Senior Discount Debentures" section of the
Prospectus.
Principal Amount of Senior Discount
Debentures Tendered:*
If Senior Discount Debentures will be
delivered by book-entry transfer to The
Depository Trust Company, provide account
Certificate Nos. (if available): number.
Account Number
Total Principal Amount Represented by Senior
Discount Debentures Certificate(s):
ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.
- ---------------------
*/ Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
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PLEASE SIGN HERE
X
X
Signature(s) of Owner(s) or Authorized Signatory Date
Area Code and Telephone Number:
Must be signed by the holder(s) of Senior Discount Debentures as their
name(s) appear(s) on certificate(s) for Senior Discount Debentures or on a
security position listing, or by person(s) authorized to become registered
holder(s) by endorsement and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
Capacity:
Address(es):
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GUARANTEE
The undersigned, a member of a registered national securities exchange, or a
member of the National Association of Securities Dealers, Inc., or a clearing
agency, insured credit union, a savings association or a commercial bank or
trust company having an office or correspondent in the United States, hereby
guarantees that the certificates representing the principal amount of Senior
Discount Debentures tendered hereby in proper form for transfer, or timely
confirmation of the book-entry transfer of such Senior Discount Debentures into
the Exchange Agent's account at The Depository Trust Company pursuant to the
procedures set forth in "The Exchange Offer--Procedures for Tendering Senior
Discount Debentures" section of the Prospectus, together with a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) with any required signature guarantee and any other documents
required by the Letter of Transmittal, will be received by the Exchange Agent at
the address set forth above, no later than three New York Stock Exchange trading
days after the date of execution hereof.
Name of Firm Authorized Signature
Address Title
Name:
Zip Code (Please Type or Print)
Area Code and Tel. No. Dated:
NOTE: DO NOT SEND CERTIFICATES FOR SENIOR DISCOUNT DEBENTURES WITH THIS FORM.
CERTIFICATES FOR SENIOR DISCOUNT DEBENTURES SHOULD ONLY BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
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