- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JULY 3, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 0-24884

CANNONDALE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 06-0871823
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
16 TROWBRIDGE DRIVE, 06801
BETHEL, CONNECTICUT (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 749-7000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------- -----------------------------------------

NONE N/A

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $.01
COMMON STOCK PURCHASE RIGHTS

Indicate by check mark whether registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

At December 10, 1999, the aggregate market value of the voting stock held
by non-affiliates of registrant was $37,015,040 based on the per share closing
price on such date, and registrant had 7,491,421 shares of common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE. None
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

In connection with Cannondale's adoption of Statement of Position 98-1,
"Accounting for Costs of Computer Software Developed or Obtained for Internal
Use," Cannondale hereby amends the related financial data schedules for the
nine-month, six-month and three-month periods ended March 27, 1999, December 26,
1998 and September 26, 1998, respectively.

(a)(3) EXHIBITS.

The following is a list of all exhibits filed as part of this report.

EXHIBIT NO. DESCRIPTION
- ----------- -----------

3.1(i) Form of Amended and Restated Certificate of Incorporation of
the Company. (Filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1, Registration No.
33-84566).+
3.1.1(i) Certificate of Amendment to Restated Certificate of
Incorporation, effective as of November 17, 1997. (Filed as
Exhibit 4.2 to the Registrant's Registration Statement on
Form S-8, Registration No. 333-40879).+
3.1(ii) Amended and Restated Bylaws of the Company. (Filed as
Exhibit 3.1(ii) to the Registrant's Form 10-Q for the
quarterly period ended March 27, 1999).+
4.1 Rights Agreement, dated December 22, 1997, between the
Company and BankBoston, N.A., as Rights Agent. (Filed with
the Registrants's Form 8-K filed on December 23, 1997).+
4.2 1994 Stock Option Plan, as amended as of February 5, 1998.
(Filed as Exhibit 4.2 to the Registrant's Form 10-K for the
fiscal year ended June 27, 1998).+
4.3 1994 Management Stock Option Plan, as amended as of February
5, 1998. (Filed as Exhibit 4.3 to the Registrant's Form 10-K
for the fiscal year ended June 27, 1998).+
4.4 1995 Stock Option Plan, as amended as of February 5, 1998.
(Filed as Exhibit 4.4 to the Registrant's Form 10-K for the
fiscal year ended June 27, 1998).+
4.5 1996 Stock Option Plan, as amended as of February 5, 1998.
(Filed as Exhibit 4.5 to the Registrant's Form 10-K for the
fiscal year ended June 27, 1998).+
4.6 1998 Stock Option Plan. (Filed as Exhibit 4.10 to the
Registrant's Registration Statement on Form S-8,
Registration No. 333-72121).+
10.1 First Amendment to Amended and Restated Credit Agreement,
dated as of May 1, 1999, among the Company and NationsBank
N.A., as Administrative Agent, Fronting Bank, Documentation
Agent and Swingline Bank and Fleet National Bank, The Chase
Manhattan Bank, State Street Bank and Trust Company and
BankBoston, N.A.(Filed as Exhibit 10.1 to the Registrant's
Form 10-K for the fiscal year ended July 3, 1999).+
10.2 Amended and Restated Credit Agreement, dated as of January
22, 1999, among the Company and NationsBank N.A., as
Administrative Agent, Fronting Bank, Documentation Agent and
Swingline Bank and Fleet National Bank, The Chase Manhattan
Bank, State Street Bank and Trust Company and BankBoston,
N.A. (Filed as Exhibit 10.1 to the Registrant's Form 10-Q
for the quarterly period ended March 27, 1999).+
10.3 Installment Sales Agreement, dated August 28, 1981, between
the Company and Bedford Development Council. Amendments to
Installment Sales Agreement, dated May 29, 1987, September
1, 1988 and October 26, 1993. Assignment of Fifth
Supplemental Installment Sale Agreement, dated October 26,
1993, from Bedford Development Council to The Pennsylvania
Industrial Development Authority. (Filed as Exhibit 10.7 to
the Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+

1
3

EXHIBIT NO. DESCRIPTION
- ----------- -----------

10.4 Consent, Subordination and Assumption Agreements, between
the Company and Bedford Development Council, in favor of The
Pennsylvania Industrial Development Authority, dated August
28, 1981, May 7, 1982, May 11, 1983, May 29, 1987, September
1, 1988, and October 26, 1993. (Filed as Exhibit 10.8 to the
Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.5 Installment Sale Agreement, dated April 27, 1994, between
the Company and Bedford Development Council. Assignment,
dated April 27. 1994, from Bedford Development Council to
Pennsylvania Industrial Development Authority. (Filed as
Exhibit 10.9 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.6 Consent, Subordination and Assumption Agreement, dated April
27, 1994, between the Company and Bedford Development
Council, in favor of The Pennsylvania Industrial Development
Authority. (Filed as Exhibit 10.10 to the Registrant's
Registration Statement on Form S-1, Registration No.
33-84566).+
10.7 Loan Agreement, dated November 10, 1989, between the Company
and Rush Township, Commonwealth of Pennsylvania. (Filed as
Exhibit 10.11 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.8 Promissory Note, dated November 10, 1989, from the Company
to Rush Township, Commonwealth of Pennsylvania. (Filed as
exhibit 10.12 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.9 Mortgage, dated November 10, 1989, from the Company to Rush
Township, Commonwealth of Pennsylvania. Assignment of Note
and Mortgage, dated June 30, 1989, from Rush Township,
Commonwealth of Pennsylvania to Pennsylvania Department of
Commerce. (Filed as Exhibit 10.13 to the Registrant's
Registration Statement on Form S-1, Registration No.
33-84566).+
10.10 Loan Agreement, dated July 24, 1990, between the Company and
Rush Township, Commonwealth of Pennsylvania. (Filed as
Exhibit 10.14 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.11 Promissory Note, dated July 24, 1990, from the Company to
Rush Township, Commonwealth of Pennsylvania. (Filed as
Exhibit 10.15 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.12 Mortgage, dated July 24, 1990, from the Company to Rush
Township Commonwealth of Pennsylvania. (Filed as Exhibit
10.16 to the Registrant's Registration Statement on Form
S-1, Registration No. 33-84566).+
10.13 Installment Sales Agreement, dated December 4, 1990, between
the Company and Moshannon Valley Economic Development
Partnership. Assignment, dated December 4, 1990, from
Moshannon Valley Economic Development Partnership to The
Pennsylvania Industrial Development Authority. (Filed as
Exhibit 10.17 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.14 Mortgage Subordination Agreement, dated December 4, 1990,
among the Company, Moshannon Valley Economic Development
Partnership, Rush Township, Commonwealth of Pennsylvania,
and The Pennsylvania Industrial Development Authority.
(Filed as Exhibit 10.18 to the Registrant's Registration
Statement on Form S-1, Registration No. 33-84566).+
10.15 Consent, Subordination and assumption Agreement, dated
December 4, 1990, between the Company and Moshannnon Valley
Economic Development Partnership, in favor of The
Pennsylvania Industrial Development Authority. (Filed as
Exhibit 10.19 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+

2
4

EXHIBIT NO. DESCRIPTION
- ----------- -----------

10.16 Loan Agreement, dated February 1, 1992, between the Company
and Moshannon Valley Economic Development Partnership.
(Filed as Exhibit 10.20 to the Registrant's Registration
Statement on Form S-1, Registration No. 33-84566).+
10.17 Installment Judgment Note, dated February 1, 1992, from the
Company to Moshannon Valley Economic Development
Partnership. (Filed as Exhibit 10.21 to the Registrant's
Registration Statement on Form S-1, Registration No.
33-84566).+
10.18 Chattel Mortgage Security Agreement, dated February 1, 1992,
between the Company and Moshannon Valley Economic
Development Partnership. (Filed as Exhibit 10.22 to the
Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.19 Business Infrastructure Development Loan Agreement, dated
June 30, 1989, among the Company, Pennsylvania Department of
Commerce and Rush Township, Commonwealth of Pennsylvania.
(Filed as Exhibit 10.23 to the Registrant's Registration
Statement on Form S-1, Registration No. 33-84566).+
10.20 Promissory Note, dated June 30, 1989, from the Company to
Pennsylvania Department of Commerce. Amendment to Promissory
Note, dated February 1, 1992, from the company to
Pennsylvania Department of Commerce. (Filed as Exhibit 10.24
to the Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.21 Escrow Agreement, dated June 30, 1989, among the Company,
Rush Township, Commonwealth of Pennsylvania, Pennsylvania
Department of Commerce and MidState Bank and Trust Company.
(Filed as Exhibit 10.25 to the Registrant's Registration
Statement on Form S-1, Registration No. 33-84566).+
10.22 Mortgage, dated July 23, 1991, from Cannondale Europe, B.V.
to Algemene-Bank Netherlands B.V. (In Dutch, with English
summary). (Filed as Exhibit 10.26 to the Registrant's
Registration Statement on Form S-1, Registration No.
33-84566).+
10.23 Financing Lease, dated May 31, 1991, between ABN Onroerend
Goed Lease B.V., as lessor, and Cannondale Europe B.V., as
lessee. (In Dutch, with English translation). (Filed as
Exhibit 10.27 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.24 Credit Agreement, dated February 5, 1998, between Cannondale
Europe B.V. and ABN AMRO Bank N.V. (Filed as Exhibit 10.1.11
to the Registrant's Form 10-Q for the quarterly period ended
March 28, 1998).+
10.25 Loan Agreement, dated September 1, 1992, between Cannondale
Japan KK and The Dai-Ichi Kangyo Bank, Ltd. (In Japanese,
with English translation). (Filed as Exhibit 10.30 to the
Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.26 Guarantee Agreement, dated August 7, 1992, from the Company
to The Dai-Ichi Kangyo Bank, Ltd. (Filed as Exhibit 10.30.1
to the Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.27 Master Lease Agreement, dated April 11, 1994, between United
States Leasing Corporation and the Company. (Filed as
Exhibit 10.32 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.28 Employment Agreement, dated January 3, 1994, between the
Company and William A. Luca. (Filed as Exhibit 10.48 to the
Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.29 Employee Patent and Confidential Information Agreement,
dated August 20, 1982, between the Company and Daniel C.
Alloway. (Filed as Exhibit 10.49 to the Registrant's
Registration Statement on Form S-1, Registration No.
33-84566).+

3
5

EXHIBIT NO. DESCRIPTION
- ----------- -----------

10.30 Employment Agreement, dated June 6, 1994, between the
Company and Leonard Konecny. (Filed as Exhibit 10.53 to the
Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.31 Cannondale Corporation 401(k) Profit Sharing Plan. (Filed as
Exhibit 10.54 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.32 Cannondale Corporation Employee Stock Purchase Plan. (Filed
as Exhibit 4.4 to the Registrant's Registration Statement on
Form S-8, Registration No. 333-40879).+
10.33 Form of Indemnification Agreement between the Company and
each of its directors and officers. (Filed as Exhibit 10.60
to the Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.34 Change of Control Employment Agreement, dated February 5,
1998, between Cannondale Corporation and William A. Luca.
(Filed as Exhibit 10.68 to the Registrant's Form 10-Q for
the quarterly period ended March 28, 1998).+
10.35 Change of Control Employment Agreement, dated February 5,
1998, between Cannondale Corporation and Joseph S.
Montgomery. (Filed as Exhibit 10.68.1 to the Registrant's
Form 10-Q for the quarterly period ended March 28, 1998).+
10.36 Change of Control Employment Agreement, dated February 5,
1998, between Cannondale Corporation and John Moriarty.
(Filed as Exhibit 10.68.2 to the Registrant's Form 10-Q for
the quarterly period ended March 28, 1998).+
10.37 Change of Control Employment Agreement, dated February 5,
1998, between Cannondale Corporation and Daniel C. Alloway.
(Filed as Exhibit 10.68.3 to the Registrant's Form 10-Q for
the quarterly period ended March 28, 1998).+
10.38 Cannondale Corporation Change of Control Separation Plan A.
(Filed as Exhibit 10.68.4 to the Registrant's Form 10-Q for
the quarterly period ended March 28, 1998).+
10.39 Cannondale Corporation Change of Control Separation Plan B.
(Filed as Exhibit 10.68.5 to the Registrant's Form 10-Q for
the quarterly period ended March 28, 1998).+
21 Subsidiaries of the Registrant. (Filed as Exhibit 21 to the
Registrant's Form 10-K for the fiscal year ended July 3,
1999).+
23 Consent of Independent Auditors. (Filed as Exhibit 23 to the
Registrant's Form 10-K for the fiscal year ended July 3,
1999).+
24 Power of Attorney (appears on signature page of the
Registrant's Form 10-K for the fiscal year ended July 3,
1999).+
27.1 Financial Data Schedule For Fiscal Year Ended July 3, 1999.
(Filed as Exhibit 27.1 to the Registrant's Form 10-K for the
fiscal year ended July 3, 1999).+
27.2 Restated Financial Data Schedules for the Nine-Month,
Six-Month and Three-Month Periods Ended March 27, 1999,
December 26, 1998 and September 26, 1998, respectively.*

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

+ Incorporated by reference.

* Filed herewith.

4
6

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

CANNONDALE CORPORATION

December 14, 1999 /s/ WILLIAM A. LUCA
--------------------------------------
William A. Luca
Vice President,
Treasurer and Chief Financial Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the fourteenth day of December,
1999.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ JOSEPH S. MONTGOMERY* Chairman, President, Chief December 14, 1999
- --------------------------------------------------- Executive Officer and
Joseph S. Montgomery Director (Principal
Executive Officer)

/s/ WILLIAM A. LUCA Vice President, Treasurer, December 14, 1999
- --------------------------------------------------- Chief Financial Officer, and
William A. Luca Director (Principal
Financial Officer)

/s/ DANIEL C. ALLOWAY* Vice President of Sales and December 14, 1999
- --------------------------------------------------- Director
Daniel C. Alloway

/s/ JOHN P. MORIARTY* Assistant Treasurer and December 14, 1999
- --------------------------------------------------- Assistant Secretary, Chief
John P. Moriarty Accounting Officer
(Principal Accounting
Officer)

/s/ JAMES S. MONTGOMERY* Director December 14, 1999
- ---------------------------------------------------
James S. Montgomery

/s/ GREGORY GRIFFIN* Director December 14, 1999
- ---------------------------------------------------
Gregory Griffin

/s/ JOHN SANDERS* Director December 14, 1999
- ---------------------------------------------------
John Sanders

/s/ MICHAEL J. STIMOLA* Director December 14, 1999
- ---------------------------------------------------
Michael J. Stimola

/s/ SALLY G. PALMER* Director December 14, 1999
- ---------------------------------------------------
Sally G. Palmer

*By: /s/ WILLIAM A. LUCA December 14, 1999
---------------------------------------------
William A. Luca
Attorney-in-fact

5
7

EXHIBIT INDEX

SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGES
- ----------- ----------- ------------

3.1(i) Form of Amended and Restated Certificate of Incorporation of
the Company. (Filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1, Registration No.
33-84566).+
3.1.1(i) Certificate of Amendment to Restated Certificate of
Incorporation, effective as of November 17, 1997. (Filed as
Exhibit 4.2 to the Registrant's Registration Statement on
Form S-8, Registration No. 333-40879).+
3.1(ii) Amended and Restated Bylaws of the Company. (Filed as
Exhibit 3.1(ii) to the Registrant's Form 10-Q for the
quarterly period ended March 27, 1999).+
4.1 Rights Agreement, dated December 22, 1997, between the
Company and BankBoston, N.A., as Rights Agent. (Filed with
the Registrants's Form 8-K filed on December 23, 1997).+
4.2 1994 Stock Option Plan, as amended as of February 5, 1998.
(Filed as Exhibit 4.2 to the Registrant's Form 10-K for the
fiscal year ended June 27, 1998).+
4.3 1994 Management Stock Option Plan, as amended as of February
5, 1998. (Filed as Exhibit 4.3 to the Registrant's Form 10-K
for the fiscal year ended June 27, 1998).+
4.4 1995 Stock Option Plan, as amended as of February 5, 1998.
(Filed as Exhibit 4.4 to the Registrant's Form 10-K for the
fiscal year ended June 27, 1998).+
4.5 1996 Stock Option Plan, as amended as of February 5, 1998.
(Filed as Exhibit 4.5 to the Registrant's Form 10-K for the
fiscal year ended June 27, 1998).+
4.6 1998 Stock Option Plan. (Filed as Exhibit 4.10 to the
Registrant's Registration Statement on Form S-8,
Registration No. 333-72121).+
10.1 First Amendment to Amended and Restated Credit Agreement,
dated as of May 1, 1999, among the Company and NationsBank
N.A., as Administrative Agent, Fronting Bank, Documentation
Agent and Swingline Bank and Fleet National Bank, The Chase
Manhattan Bank, State Street Bank and Trust Company and
BankBoston, N.A. (Filed as Exhibit 10.1 to the Registrant's
Form 10-K for the fiscal year ended July 3, 1999).+
10.2 Amended and Restated Credit Agreement, dated as of January
22, 1999, among the Company and NationsBank N.A., as
Administrative Agent, Fronting Bank, Documentation Agent and
Swingline Bank and Fleet National Bank, The Chase Manhattan
Bank, State Street Bank and Trust Company and BankBoston,
N.A. (Filed as Exhibit 10.1 to the Registrant's Form 10-Q
for the quarterly period ended March 27, 1999).+
10.3 Installment Sales Agreement, dated August 28, 1981, between
the Company and Bedford Development Council. Amendments to
Installment Sales Agreement, dated May 29, 1987, September
1, 1988 and October 26, 1993. Assignment of Fifth
Supplemental Installment Sale Agreement, dated October 26,
1993, from Bedford Development Council to The Pennsylvania
Industrial Development Authority. (Filed as Exhibit 10.7 to
the Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+

SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGES
- ----------- ----------- ------------

10.14 Mortgage Subordination Agreement, dated December 4, 1990,
among the Company, Moshannon Valley Economic Development
Partnership, Rush Township, Commonwealth of Pennsylvania,
and The Pennsylvania Industrial Development Authority.
(Filed as Exhibit 10.18 to the Registrant's Form S-1,
Registration No. 33-84566).+
10.15 Consent, Subordination and assumption Agreement, dated
December 4, 1990, between the Company and Moshannnon Valley
Economic Development Partnership, in favor of The
Pennsylvania Industrial Development Authority. (Filed as
Exhibit 10.19 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.16 Loan Agreement, dated February 1, 1992, between the Company
and Moshannon Valley Economic Development Partnership.
(Filed as Exhibit 10.20 to the Registrant's Registration
Statement on Form S-1, Registration No. 33-84566).+
10.17 Installment Judgment Note, dated February 1, 1992, from the
Company to Moshannon Valley Economic Development
Partnership. (Filed as Exhibit 10.21 to the Registrant's
Registration Statement on Form S-1, Registration No.
33-84566).+
10.18 Chattel Mortgage Security Agreement, dated February 1, 1992,
between the Company and Moshannon Valley Economic
Development Partnership. (Filed as Exhibit 10.22 to the
Registrant's Form S-1, Registration No. 33-84566).+
10.19 Business Infrastructure Development Loan Agreement, dated
June 30, 1989, among the Company, Pennsylvania Department of
Commerce and Rush Township, Commonwealth of Pennsylvania.
(Filed as Exhibit 10.23 to the Registrant's Registration
Statement on Form S-1, Registration No. 33-84566).+
10.20 Promissory Note, dated June 30, 1989, from the Company to
Pennsylvania Department of Commerce. Amendment to Promissory
Note, dated February 1, 1992, from the company to
Pennsylvania Department of Commerce. (Filed as Exhibit 10.24
to the Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.21 Escrow Agreement, dated June 30, 1989, among the Company,
Rush Township, Commonwealth of Pennsylvania, Pennsylvania
Department of Commerce and MidState Bank and Trust Company.
(Filed as Exhibit 10.25 to the Registrant's Registration
Statement on Form S-1, Registration No. 33-84566).+
10.22 Mortgage, dated July 23, 1991, from Cannondale Europe, B.V.
to Algemene-Bank Netherlands B.V. (In Dutch, with English
summary). (Filed as Exhibit 10.26 to the Registrant's
Registration Statement on Form S-1, Registration No.
33-84566).+
10.23 Financing Lease, dated May 31, 1991, between ABN Onroerend
Goed Lease B.V., as lessor, and Cannondale Europe B.V., as
lessee. (In Dutch, with English translation). (Filed as
Exhibit 10.27 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.24 Credit Agreement, dated February 5, 1998, between Cannondale
Europe B.V. and ABN AMRO Bank N.V. (Filed as Exhibit 10.1.11
to the Registrant's Form 10-Q for the quarterly period ended
March 28, 1998).+

SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGES
- ----------- ----------- ------------

10.25 Loan Agreement, dated September 1, 1992, between Cannondale
Japan KK and The Dai-Ichi Kangyo Bank, Ltd. (In Japanese,
with English translation). (Filed as Exhibit 10.30 to the
Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.26 Guarantee Agreement, dated August 7, 1992, from the Company
to The Dai-Ichi Kangyo Bank, Ltd. (Filed as Exhibit 10.30.1
to the Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.27 Master Lease Agreement, dated April 11, 1994, between United
States Leasing Corporation and the Company. (Filed as
Exhibit 10.32 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.28 Employment Agreement, dated January 3, 1994, between the
Company and William A. Luca. (Filed as Exhibit 10.48 to the
Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.29 Employee Patent and Confidential Information Agreement,
dated August 20, 1982, between the Company and Daniel C.
Alloway. (Filed as Exhibit 10.49 to the Registrant's
Registration Statement on Form S-1, Registration No.
33-84566).+
10.30 Employment Agreement, dated June 6, 1994, between the
Company and Leonard Konecny. (Filed as Exhibit 10.53 to the
Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.31 Cannondale Corporation 401(k) Profit Sharing Plan. (Filed as
Exhibit 10.54 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-84566).+
10.32 Cannondale Corporation Employee Stock Purchase Plan. (Filed
as Exhibit 4.4 to the Registrant's Registration Statement on
Form S-8, Registration No. 333-40879).+
10.33 Form of Indemnification Agreement between the Company and
each of its directors and officers. (Filed as Exhibit 10.60
to the Registrant's Registration Statement on Form S-1,
Registration No. 33-84566).+
10.34 Change of Control Employment Agreement, dated February 5,
1998, between Cannondale Corporation and William A. Luca.
(Filed as Exhibit 10.68 to the Registrant's Form 10-Q for
the quarterly period ended March 28, 1998).+
10.35 Change of Control Employment Agreement, dated February 5,
1998, between Cannondale Corporation and Joseph S.
Montgomery. (Filed as Exhibit 10.68.1 to the Registrant's
Form 10-Q for the quarterly period ended March 28, 1998).+
10.36 Change of Control Employment Agreement, dated February 5,
1998, between Cannondale Corporation and John Moriarty.
(Filed as Exhibit 10.68.2 to the Registrant's Form 10-Q for
the quarterly period ended March 28, 1998).+
10.37 Change of Control Employment Agreement, dated February 5,
1998, between Cannondale Corporation and Daniel C. Alloway.
(Filed as Exhibit 10.68.3 to the Registrant's Form 10-Q for
the quarterly period ended March 28, 1998).+
10.38 Cannondale Corporation Change of Control Separation Plan A.
(Filed as Exhibit 10.68.4 to the Registrant's Form 10-Q for
the quarterly period ended March 28, 1998).+

SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGES
- ----------- ----------- ------------

10.39 Cannondale Corporation Change of Control Separation Plan B.
(Filed as Exhibit 10.68.5 to the Registrant's Form 10-Q for
the quarterly period ended March 28, 1998).+
21 Subsidiaries of the Registrant. (Filed as Exhibit 21 to the
Registrant's Form 10-K for the fiscal year ended July 3,
1999).+
23 Consent of Independent Auditors. (Filed as Exhibit 23 to the
Registrant's Form 10-K for the fiscal year ended July 3,
1999)+
24 Power of Attorney (appears on signature page of the
Registrant's Form 10-K for the fiscal year ended July 3,
1999).+
27.1 Financial Data Schedule For Fiscal Year Ended July 3, 1999.
(Filed as Exhibit 27.1 to the Registrant's Form 10-K for the
fiscal year ended July 3, 1999).+
27.2 Restated Financial Data Schedules for the Nine-Month,
Six-Month and Three-Month Periods Ended March 27, 1999,
December 26, 1998 and September 26, 1998, respectively.*

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+ Incorporated by reference.

* Filed herewith.