ROCKSHOX, Inc.
Ticker: RSHX 401 Charcot Avenue
Exchange: NASDAQ-National Market San Jose, California 95131
Industry: Manufacturing (408) 435-7469

Type of Shares:Common Shares Filing Date:7/12/96
U.S. Shares:4,800,000 Offer Date:9/26/96
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:4,800,000 Offer Price:$15.00
Secondary Shares:0 Gross Spread:$1.05
Offering Amount: $67,200,000 Selling:$0.63
Expenses:$2,000,000 Reallowance:$0.10
Shares Out After:13,620,000

ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Jefferies & Company IncorporatedCo-manager (800) 933-6656
Robertson, Stephens & CompanyCo-manager (415) 989-8500

Auditor: Coopers & Lybrand
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/96 6/30/96 6/30/95 6/30/96
Revenue:$83.51$21.38$18.78Assets:$28.67
Net Income:$5.66$1.35$0.99Liabilities:$67.02
EPS:$0.57$0.14$0.10Equity:-$38.36

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is the worldwide leader in the design, manufacture and marketing of high performance of bicycle suspension products. The company developed the first widely accepted front suspension fork for the mountain bike industry, and, through a series of new product introductions, has continued to be at the forefront of the design and development of bicycle suspension. The company's suspension products enhance riding performance and comfort by mitigating the impact of rough terrain and providing better wheel contact with the riding surface. The company, which currently manufactures both front suspension forks and rear shocks for mountain bikes, has combined technical innovation with high quality products and creative marketing to establish one of the most widely recognized brand names in the bicycle industry. In a 1995 Bicycling Magazine readers' survey, 45% of the respondents who owned a suspension fork owned a ROCKSHOX manufactured product--more than twice the share of the next leading manufacturer--and more than 65% of the respondents who planned to purchase a suspension fork within the next two years planned to purchase a ROCKSHOX suspension fork.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness, to redeem all of the outstanding shares of Holdings Preferred Stock, to make a payment to terminate the Bonus Plan, and for working capital and general corporate purposes.

Last updated: 11/3/96

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