<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(Mark One)
[x]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 

         For the quarterly period ended March 31, 1997

                                       or

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

         For the transition  period from  __________ to __________

                         Commission File Number 0-26742

                                GT BICYCLES, INC.
--------------------------------------------------------------------------------
           (Exact name of the registrant as specified in its charter)


           Delaware                                     04-3210830
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)


                2001 East Dyer Road, Santa Ana, California 92704
                    (Address of principal executive offices)

                                 (714) 481-7100
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                 Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, par value $0.001 per share

Indicate by check mark whether the 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__

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.


               Class                             Outstanding at May 5, 1997
               -----                             --------------------------
  Common Stock, $0.001 par value                          9,796,499


<PAGE>   2

                                GT BICYCLES, INC.

             INDEX TO FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997

<TABLE>
<CAPTION>
                                                                                 Page Number
                                                                                 -----------
<S>      <C>                                                                        <C>
Part I.  Financial Information

         Item 1.  Condensed Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets as of March 31, 1997
                         and December 31, 1996                                         3

                  Condensed Consolidated Statements of Operations for the three
                         months ended March 31, 1997 and 1996                          4

                  Condensed Consolidated Statements of Cash Flows for the
                         three months ended March 31, 1997 and 1996                    5

                  Notes to Condensed Consolidated Financial Statements                 6

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                            8

Part II. Other Information

         Item 6.  Exhibits and Reports on Form 8-K                                    12

Signatures                                                                            13
</TABLE>


                                       2


<PAGE>   3
                               GT BICYCLES, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           March 31,     December 31,
                                                                             1997            1996
                                                                           --------      ------------
                                                                                (in thousands)
<S>                                                                        <C>             <C>
ASSETS
Current assets:

      Trade accounts receivable, net                                       $ 60,703        $ 51,843
      Inventories (note 2)                                                   72,861          74,328
      Deferred income taxes                                                   1,915           1,915
      Prepaid expenses and other assets                                       1,888           1,980
                                                                           --------        --------
          Total current assets                                              137,367         130,066

Property, plant and equipment, net                                            6,715           5,023
Goodwill, net                                                                18,489          18,689
Covenants not to compete, net                                                   423             455
Other assets                                                                  2,070           1,948
                                                                           --------        --------
                                                                           $165,064        $156,181
                                                                           ========        ========



LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

      Current portion of long-term debt                                    $  4,250        $  4,250
      Current portion of capital lease obligations                              384             376
      Accounts payable                                                        9,548          12,468
      Accrued liabilities                                                     5,080           4,519
      Income taxes payable                                                    1,219           1,061
                                                                           --------        --------
          Total current liabilities                                          20,481          22,674
      Long-term debt, net of current portion                                 83,819          73,421
      Capital lease obligations, net of current portion                         574             629
      Deferred income taxes                                                      92              92
      Other liabilities                                                         153             212
                                                                           --------        --------
          Total liabilities                                                 105,119          97,028

Stockholders' equity:

      Preferred stock, $0.001 par value, 5,000,000 shares
          authorized, none issued                                                --              --
      Common stock, $0.001 par value, 20,000,000 shares authorized,
          9,790,532 and 9,781,097 shares issued and outstanding
          at March 31, 1997 and December 31, 1996, respectively                  10              10
      Additional paid-in-capital                                             47,007          46,916
      Retained earnings                                                      12,274          11,458
      Foreign currency translation adjustment                                   654             769
                                                                           --------        --------
          Total stockholders' equity                                         59,945          59,153
                                                                           --------        --------
                                                                           $165,064        $156,181
                                                                           ========        ========
</TABLE>



See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>   4
                               GT BICYCLES, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                           March 31,
                                                    ----------------------
                                                     1997           1996
                                                    -------        -------
                                                        (in thousands, 
                                                    except per share data)

<S>                                                 <C>            <C>
Net sales                                           $51,170        $48,850
Cost of sales                                        37,395         36,310
                                                    -------        -------
      Gross profit                                   13,775         12,540

Selling, general and administrative expenses         10,762          7,992
Amortization of intangibles                             233            135
                                                    -------        -------

Operating income                                      2,780          4,413

Interest expense                                      1,386            730
                                                    -------        -------
Income before taxes                                   1,394          3,683

Income tax expense                                      578          1,473
                                                    -------        -------
Net income                                          $   816        $ 2,210
                                                    =======        =======

Net income per common and common
   equivalent share                                 $  0.08        $  0.22
                                                    =======        =======

Weighted average common and
   common equivalent shares                           9,954          9,885
                                                    =======        =======
</TABLE>



See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>   5
                               GT BICYCLES, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                              March 31,
                                                                                     --------------------------
                                                                                       1997             1996
                                                                                     ---------        ---------
                                                                                           (in thousands)
<S>                                                                                  <C>              <C>
Cash flows from operating activities:

    Net income                                                                       $    816         $  2,210
    Adjustments to reconcile net income to net
       cash used in operating activities:

       Depreciation and amortization                                                      394              344
       Provisions for discounts and losses on
         accounts receivable                                                               60              118
       Foreign currency translation adjustment                                           (115)              --

    Changes in assets and liabilities:

       Trade accounts receivable                                                       (8,920)         (14,258)
       Inventories                                                                      1,467           (3,211)
       Prepaid expenses and other assets                                                   92             (324)
       Other assets                                                                      (122)              --
       Accounts payable                                                                (2,920)           1,268
       Accrued and other liabilities                                                      502             (153)
       Income taxes                                                                       158            1,464
                                                                                     --------         --------
           Net cash used in operating activities                                       (8,588)         (12,542)

Cash flows from investing activities:

    Purchases of property, plant and equipment                                         (1,854)            (270)
                                                                                     --------         --------

Cash flows from financing activities:

    Net borrowings under line of credit                                                11,461           12,840
    Principal payment on term loan                                                     (1,063)              --
    Principal payments on capital lease obligations                                       (47)             (28)
    Proceeds from issuance of common stock                                                 91               --
                                                                                     --------         --------
           Net cash provided by financing activities                                   10,442           12,812

Change in cash and cash equivalents                                                        --               --
Cash and cash equivalents at beginning of period                                           --               --
                                                                                     --------         --------
Cash and cash equivalents at end of period                                           $     --         $     --
                                                                                     ========         ========

Supplemental disclosure of cash flow information: 
    Cash paid during the period for:

       Interest                                                                      $  1,362         $    533
                                                                                     ========         ========
       Income taxes                                                                  $    427         $      8
                                                                                     ========         ========
</TABLE>



See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>   6
                                GT BICYCLES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements of GT Bicycles, Inc. (the
"Company") include the wholly-owned subsidiaries, GT Bicycles California, Inc.,
GT BMX Products, Inc., Riteway Distributors, Inc., Riteway Distributors Central,
Inc., Riteway Products East, Inc., Riteway Products North Central, Inc., Riteway
Products Japan K.K. ("Riteway Japan"), Riteway Products France S.A.R.L.
("Riteway France") and Caratti Sport Limited ("Caratti"). Riteway Products North
Central, Inc., Riteway France and Caratti were acquired in July 1995, April 1996
and July 1996, respectively, and have been accounted for under the purchase
method of accounting and, accordingly, the purchase price of each entity was
allocated to assets acquired based on their estimated fair values. The excess of
the purchase price over the fair market values net of assets acquired has been
recorded as goodwill. Riteway Products North Central, Inc., Riteway France and
Caratti have been included in the Company's consolidated results of operations
since the date of acquisition. Riteway Japan was formed in March 1996 as a
wholly-owned subsidiary of the Company. All significant intercompany balances
and transactions have been eliminated in consolidation.

Foreign Currency Translation

The Company uses the local currency as the functional currency for its overseas
operations. Accordingly, assets and liabilities outside the United States were
translated into dollars at the rate of exchange in effect at the balance sheet
date. Income and expense items were translated at the weighted average exchange
rates prevailing during the period. The cumulative translation gain or loss is
included as an adjustment to stockholders' equity. There were no significant
foreign currency transaction gains or losses in the periods presented.

Unaudited Condensed Consolidated Financial Statements

The unaudited condensed consolidated financial statements have been prepared in
conformity with generally accepted accounting principles and include all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the results for the interim periods presented. All such
adjustments are, in the opinion of management, of a normal recurring nature.
Results for the three month period ended March 31, 1997 are not necessarily
indicative of the operating results to be expected for the full year.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's annual report
on Form 10-K for the year ended December 31, 1996.

(2)  INVENTORIES

A summary of the components of inventories follows:

<TABLE>
<CAPTION>

                                          March 31,      December 31,
                                            1997             1996
                                           -------       -----------
                                               (in thousands)
<S>                                        <C>             <C> 
Raw materials                              $   107         $    95
Work in process                              3,104           3,659
Finished goods and component parts          69,650          70,574
                                           -------         -------
                                           $72,861         $74,328
                                           =======         =======
</TABLE>


                                       6



<PAGE>   7
                                GT BICYCLES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(3)  NET INCOME PER SHARE

The calculation of net income per share was determined by dividing net income by
the weighted average common and common equivalent shares outstanding when
dilutive. Primary earnings per share approximates fully diluted earnings per
share for all periods presented.

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" which,
when adopted, will replace the current methodology for calculating and
presenting earnings per share. Under SFAS No. 128, primary earnings per share
will be replaced with a presentation of basic earnings per share and fully
diluted earnings per share will be replaced with diluted earnings per share.
Basic earnings per share excludes dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share is computed similarly to
fully diluted earnings per share. The statement will be effective beginning in
the Company's fourth quarter ended December 31, 1997, and accordingly, the
financial statements for such quarter will include a restatement of historical
earnings per share to conform to the requirements of SFAS No. 128. Management
does not expect that the presentation required by SFAS No. 128 to materially
differ from the current presentation of earnings per share.


                                      7

<PAGE>   8

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

GENERAL

GT Bicycles, Inc. (the "Company") is a leading designer, manufacturer and
marketer of mid-to premium-priced mountain and juvenile BMX bicycles sold under
the Company's brand names. The Company's Riteway Products and Caratti
distribution network is a leading distributor of the Company's bicycles, parts
and accessories, as well as parts and accessories of other manufacturers, to
independent bicycle dealers.

RESULTS OF OPERATIONS

Net Sales. Net sales for the three months ended March 31, 1997 increased by
4.7%, or $2.3 million, to $51.2 million. The overall increase in net sales was
attributable to a decrease of $2.3 million and an increase of $2.5 million in
domestic and foreign sales of bicycles, respectively, and a $0.1 million and
$2.0 million increase in domestic and foreign sales of parts and accessories,
respectively. The overall decrease in domestic net sales of $2.2 million was
primarily attributable to a general decrease in demand for the Company's adult
bicycles which was partially offset by increased sales of juvenile bicycles and
parts and accessories. The overall increase in foreign net sales of $4.5 million
was primarily attributable to the inclusion of the Company's new distributors in
Japan, France and the United Kingdom in its results of operations as well as a
general increase in sales to independent international distributors.

Gross Profit. Gross profit for the three months ended March 31, 1997 increased
as a percentage of net sales from 25.7% to 26.9%. This increase as a percentage
of net sales was attributable to a change in product mix, which included an
increase in sales of higher margin juvenile bicycles and parts and accessories.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the three months ended March 31, 1997 increased by
$2.8 million to $10.8 million and increased as a percentage of net sales from
16.4% to 21.0%. This increase was primarily due to increased administrative
costs as a result of the addition of the new foreign distributors in Japan,
France and the United Kingdom, a new warehouse located in Florida, moving costs
incurred to relocate and consolidate the Company's California operations into
one facility and additional personnel costs and associated overhead required to
support the increased revenues of the Company.

Amortization of Intangibles. Amortization of intangibles increased by $0.1
million for the three months ended March 31, 1997 and increased as a percentage
of net sales from 0.3% to 0.5%. The increase was attributable to increased
amortization of goodwill resulting from the acquisition of Caratti in July 1996.

Operating Income. Operating income for the three months ended March 31, 1997
decreased by $1.6 million and decreased as a percentage of net sales from 9.0%
to 5.4% due to a decline in adult bicycle sales coupled with an increase in
selling, general and administrative expenses.

Interest Expense. Interest expense for the three months ended March 31, 1997
increased by $0.7 million and increased as a percentage of net sales from 1.5%
to 2.7%. The increase was attributable to additional borrowings which were
incurred to fund acquisitions and the expansion of the Company's domestic and
foreign operations.

Income Tax Expense. The Company's effective tax rate was 41.5% for the three
months ended March 31, 1997 as compared to 40.0% for the same period last year.
The Company's effective tax rate has been affected by the non-deductibility of
the amortization of goodwill.


                                       8

<PAGE>   9

LIQUIDITY AND CAPITAL RESOURCES

The Company finances its operating cash needs primarily from bank and vendor
credit and cash generated from operations. In November 1995, the Company entered
into a domestic credit facility, as amended in August 1996 and again in February
1997, with a bank that provides for a domestic revolving credit facility and a
domestic term loan. The Company also entered into separate credit agreements
with the same bank to provide separate revolving credit facilities to Riteway
Japan, Riteway France and Caratti.

The domestic credit facility requires the Company to maintain certain financial
ratios and other covenants, which, among other things, restrict other
indebtedness, capital expenditures and certain investments. As of March 31,
1997, the Company was in violation of the fixed charge coverage ratio for which
the bank issued the Company a waiver as of that date. Subsequent to March 31,
1997, the Company and the bank entered into an amended domestic credit facility
which provides for a revised covenant that the Company expects to comply with
on an ongoing basis in the future.

The Company's operating activities used cash of approximately $8.6 million in
the three months ended March 31, 1997 and $12.5 million in the three months
ended March 31, 1996. Inventories decreased by approximately $1.5 million in the
three months ended March 31, 1997 and increased by $3.2 million in the three
months ended March 31, 1996. Trade accounts receivable increased by
approximately $8.9 million in the three months ended March 31, 1997 and $14.3
million in the three months ended March 31, 1996. The Company's capital
expenditures totaled approximately $1.9 million in the three months ended March
31, 1997, which includes property and equipment purchased for the Company's new
facility, and totaled $0.3 million in the three months ended March 31, 1996.

The Company anticipates that it will continue to rely on bank and vendor credit
and cash generated from operations in order to finance anticipated higher
inventory and accounts receivable levels. The Company believes that cash from
operations, its bank and vendor credit and its existing working capital will be
sufficient to satisfy the Company's anticipated working capital and capital
expenditure requirements through at least the next 12 months. Nonetheless, the
Company may seek additional sources of capital as necessary or appropriate to
finance acquisitions or otherwise finance the Company's operations. There can be
no assurance, however, that such funds, if needed, will be available.

In January 1997, the Company entered into a new operating lease on a building in
Santa Ana, California to consolidate its California operations into one facility
which is scheduled to be completed by the end of May 1997. This new lease
terminates January 31, 2007 and based on 1996 monthly rent expense will result
in an incremental average annual increase in rent expense of approximately
$876,000. In the first quarter of 1997, the Company incurred moving costs of
approximately $300,000 and expects to incur an additional $500,000 in the second
quarter to complete the final phase of the move. Any new capital expenditures
related to the move and the new building are expected to be funded through 
additional financing.

CERTAIN FACTORS THAT MAY AFFECT THE COMPANY'S BUSINESS AND FUTURE RESULTS

Economic Conditions; Sustainability of Growth. The Company's business is subject
to economic cycles and changing consumer trends. Purchases of discretionary
sporting goods tend to decline in periods of economic uncertainty. Any
significant decline in general economic conditions or continued uncertainties
regarding future economic prospects that affect consumer spending could have a
material adverse effect on the Company's business, results of operations and
financial condition. In the past ten years, there has been a renewed public
interest in bicycling and fitness activities. In recent months, there has been a
decline in domestic adult bicycle sales. There can be no assurance that the
public interest in bicycling and fitness activities will continue, or that the
Company will continue to grow or be able to sustain the level of bicycle sales
that historically has been achieved. Any general decline in the size of the
bicycle market or in a segment of the bicycle market in which the Company
competes, whether from general


                                       9



<PAGE>   10

economic conditions, a decrease in the popularity of bicycling or otherwise,
could have a material adverse effect on the Company's business, results of
operations and financial condition.

Technological Advancements and New Product Introductions. The bicycle industry,
in recent years, has been characterized by significant technological advances
and frequent new product introductions. The Company believes that the frequent
introduction of new, innovative bicycles, parts and accessories that respond
timely to changing consumer demands and trends will be critical to its future
success. In the past, the Company generally has been successful in the
introduction of its bicycles, parts and accessories. No assurance can be given,
however, that the Company will be able to continue to design and manufacture
products that will achieve commercial success.

Quarterly Fluctuations and Seasonality. Operating results fluctuate on a
quarterly basis due to a variety of factors, including the cycles of dealer
orders, shipment of products from foreign suppliers, the number and timing of
new product introductions, the timing of operating and advertising expenditures
and changes in the mix of products ordered by dealers. Typically, the Company's
operating expenses are higher in the third quarter primarily due to annual
introductions of new bicycle models and participation in annual industry
tradeshows. In addition, the Company's business has seasonal elements based on
bicycle model years, weather, the year-end shopping season and other factors.
The Company believes that factors such as fluctuations in the quarterly
operating results could cause the price of the common stock to fluctuate
substantially.

Competition. The market for bicycles, parts and accessories, both in the United
States and internationally, is highly competitive. In all of its product
categories, the Company competes with other manufacturers and distributors, some
of which have well-recognized brand names and substantial financial,
technological, distribution, advertising and marketing resources. In addition,
there are several bicycle manufacturers and component suppliers with substantial
resources that do not currently compete directly with the Company, but which
could pose significant competition to the Company in the future. There can be no
assurance that the Company will be able to compete successfully in the future.

Dependence on Certain Suppliers. As is common in the industry, a substantial
majority of the Company's multi-speed bicycles contain componentry supplied on a
purchase order basis by one Japanese manufacturer. Although such supplier has
not indicated any intention to limit or reduce sales of parts to the Company, if
it were to do so, the Company's business, results of operations and financial
condition could be adversely affected. In addition, the Company purchases
substantially all of its bicycles that are manufactured overseas from a limited
group of manufacturers, which varies from year to year. The Company has no
long-term contracts with these suppliers and competes with other companies for
their production capacities. Although the Company has established relationships
with its principal suppliers and manufacturing sources, the Company's future
success will depend on its ability to maintain such relationships and to develop
relationships with new suppliers and manufacturing sources for the production
and sale of bicycles, parts and accessories. In the event of a delay or
disruption in the supply of bicycles, parts and accessories, the Company
believes that suitable alternative suppliers could be obtained, although the
transition to other suppliers could result in significant production delays. Any
significant delay or disruption in the supply of bicycles, parts and accessories
could have a material adverse effect on the Company's business, results of
operations and financial condition.

Product Liability. Because of the nature of the Company's business, the Company
at any particular time is a defendant in a number of product liability lawsuits
and expects that this will continue to be the case in the future. These lawsuits
generally seek damages, sometimes in substantial amounts, for personal injuries
allegedly sustained as a result of defects in the Company's products. Although
the Company maintains product liability insurance, due to the uncertainty as to
the nature and extent of manufacturers' and distributors' liability for personal
injuries, there is no assurance that the product liability insurance maintained
by the Company is or will be adequate to cover product liability claims or that
the applicable insurer will be solvent at the time of any covered loss. In
addition, due to deductibles, self-retention levels and aggregate coverage
amounts applicable under the Company's insurance policies, the Company 


                                       10



<PAGE>   11

will bear responsibility for a significant portion, if not all, of the defense
costs (which include attorneys' fees and expenses incurred in the defense of any
claim), and the related payments to satisfy any judgments associated with any
claim asserted against the Company in excess of any applicable coverage. The
successful assertion or settlement of an uninsured claim, the settlement of a
significant number of insured claims, or a claim exceeding the Company's
insurance coverage could have a material adverse effect on the Company's
business, results of operations and financial condition. In addition, there can
be no assurance that insurance will remain available, or if available, will not
be prohibitively expensive.

Currency Fluctuations. A portion of the Company's sales outside of North America
are denominated in local currencies. In addition, certain components purchased
by the Company are purchased in local currencies. Accordingly, the Company is
subject to the risks associated with fluctuations in currency rates. The Company
has not in the past experienced significant losses associated with currency
exchange fluctuations, but there can be no assurance that it will not experience
such losses in the future, particularly in light of the increasing portion of
net revenues resulting from sales outside North America and through its foreign
operating subsidiaries. From time to time, the Company has entered into forward
contracts against certain foreign currencies in an effort to minimize its
exposure on certain significant foreign currency receivables and component
purchases. Such hedging activities only partially address the Company's risks in
currency exchange transactions, and there can be no assurance that this strategy
will continue to be successful. Further there can be no assurance that the
Company's results of operations will not be adversely affected by currency
fluctuations.

FORWARD-LOOKING STATEMENTS. THIS QUARTERLY REPORT CONTAINS CERTAIN
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, THAT INVOLVE RISKS AND UNCERTAINTIES. IN ADDITION, THE COMPANY MAY
FROM TIME TO TIME MAKE ORAL FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS ARE
UNCERTAIN AND MAY BE IMPACTED BY THE FOLLOWING FACTORS. IN PARTICULAR, CERTAIN
RISKS AND UNCERTAINTIES THAT MAY IMPACT THE ACCURACY OF THE FORWARD-LOOKING
STATEMENTS WITH RESPECT TO REVENUES, EXPENSES AND OPERATING RESULTS INCLUDE,
WITHOUT LIMITATION, CYCLES OF DEALER ORDERS, GENERAL ECONOMIC AND COMPETITIVE
CONDITIONS AND CHANGING CONSUMER TRENDS, TECHNOLOGICAL ADVANCES AND THE NUMBER
AND TIMING OF NEW PRODUCT INTRODUCTIONS, SHIPMENTS OF PRODUCTS AND COMPONENTRY
FROM FOREIGN SUPPLIERS, THE TIMING OF OPERATING AND ADVERTISING EXPENDITURES AND
CHANGES IN THE MIX OF PRODUCTS ORDERED BY INDEPENDENT BICYCLE DEALERS. AS A
RESULT, THE ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE
FORWARD-LOOKING STATEMENTS.

BECAUSE OF THESE AND OTHER FACTORS THAT MAY AFFECT THE COMPANY'S OPERATING
RESULTS, PAST FINANCIAL PERFORMANCE SHOULD NOT BE CONSIDERED AN INDICATOR OF
FUTURE PERFORMANCE, AND INVESTORS SHOULD NOT USE HISTORICAL TRENDS TO ANTICIPATE
RESULTS OR TRENDS IN FUTURE PERIODS.


                                       11

<PAGE>   12

                           PART II. OTHER INFORMATION
                           --------------------------


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
-------    --------------------------------

(a)        Exhibits
           --------

<TABLE>
<CAPTION>
                                                                                            Sequentially
           Exhibit Number                                                                   Numbered Page
           --------------                                                                   -------------

           <S>               <C>                                                                  <C>  
           10.48             Fourth Amendment to Second Amended and Restated Credit
                             Agreement (Receivables and Inventory) among the Company, 
                             GT Bicycles California, Inc., Riteway Products East, Inc.,
                             Riteway Products North Central, Inc., Riteway Distributors
                             Central, Inc., Riteway Distributors, Inc. and Bank of
                             America, N.T. and S.A., dated February 13, 1997.                     14

           10.49             Lease agreement by and between Zeno Table Company and
                             GT Bicycles, Inc. for property located at 2001 East Dyer
                             Road, Santa Ana, California, dated January 3, 1997.                  18

           27                Financial Data Schedule                                             
</TABLE>

(b)        Reports on Form 8-K

           None.


                                       12

<PAGE>   13


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               GT BICYCLES, INC.


Date:    May 15, 1997                          By:   /s/ CHARLES CIMITILE
                                                     --------------------------
                                                     Charles Cimitile
                                                     Vice President Finance and
                                                     Chief Financial Officer
                                                     (Principal Financial and
                                                     Duly Authorized Officer)


                                       13