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Noodle Kidoodle to Merge With Zany Brainy.



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KING OF PRUSSIA King of Prussia, industrialized suburban area (1990 pop. 18,406), Montgomery co., SE Pa. It has glass and steel fabricating, food processing, printing and publishing, and varied manufacturing (textiles, liquified petroleum gas, water-treatment and electrical , Pa.--(BUSINESS WIRE)--April 24, 2000

Zany Brainy brain·y  
adj. brain·i·er, brain·i·est Informal
Intelligent; smart.



braini·ly adv.
 to Add 59 Stores and Over $130 Million in Revenues

Zany Brainy, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: ZANY), a leading specialty retailer of high quality toys, games, books and multimedia products, and Noodle Kidoodle, Inc. (NASDAQ: NKID), another retailer of children's specialty toys, today announced that they have entered into a definitive merger agreement.

The merger is expected to be accounted for as a pooling of interests Pooling of Interests

An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together.

Notes:
The opposite of pooling of interests is the purchase acquisition method.
 and will call for 1.233 Zany Brainy shares to be exchanged for every 1 Noodle Kidoodle share. The deal is expected to be completed by the end of the second quarter and is subject to shareholder and regulatory approval.

For the fiscal year ended January 29, 2000, Zany Brainy reported $241 million in revenues and Noodle Kidoodle reported $135 million in revenues. As a result of the merger, Zany Brainy will have a store base of 163 stores. Given the new store opening plans for Zany Brainy and Noodle Kidoodle, the combined store count is expected to expand to over 190 stores by calendar year's end. Excluding costs related to the merger, the merger is expected to be accretive to Zany Brainy's earnings.

Companies Have Similar Mission

Keith C. Spurgeon, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Zany Brainy, Inc., said, "Because both companies champion similar values, this partnership is a natural fit. We consider this a great opportunity for our customers, employees, and shareholders. This merger instantly increases our 1999 revenue base of $241 million by over 50 percent and our store base by a similar amount, strengthening our presence in large markets like New York, Texas New York is a hamlet in Henderson County, Texas, USA, about 11 miles east of Athens. Geography
New York lies at the intersection of FM 804 and FM 607 in a stereotypically flat portion of East Texas, surrounded mostly by farm land.
, Florida, and Michigan Michigan (mĭsh`ĭgən), upper midwestern state of the United States. It consists of two peninsulas thrusting into the Great Lakes and has borders with Ohio and Indiana (S), Wisconsin (W), and the Canadian province of Ontario (N,E). . Moreover, we will seek to achieve operating and administrative synergies as we integrate the businesses."

Noodle Kidoodle's CEO Stanley Stanley, town (1991 pop. 1,557), capital of the Falkland Islands, S Atlantic Ocean, on East Falkland island. It is the main port and trading center of the islands. The name is sometimes written as Port Stanley.  Greenman said, "We are very excited by the opportunities for both growth and profitability enhancement presented by the joining of these two industry leaders. The merger definitely benefits both companies."

Zany Brainy CEO Spurgeon will continue in his role of CEO in the new company. Noodle Kidoodle CEO Greenman will be extensively involved with the integration of the two companies and will join the Zany Brainy Board of Directors.

First Quarter Earnings

Based on a review of preliminary quarterly information, Zany Brainy also announced today that it anticipates its first quarter loss to be greater than last year's first quarter loss. Commenting on the outlook for the quarter, Mr. Spurgeon said, "As we mentioned in delivering our fourth quarter 1999 results, sales of hot products such as Beanie Babies Sources:

A Beanie Baby is a stuffed animal made by Ty Inc. Ty was founded by Ty Warner who promoted the line in specialty stores and gift shops. The Ty company's famous special "posable lining" is understuffed with plastic pellets (or "beans") rather than stuffing
 and Crazy Bones Crazy Bones are small, plastic figurines that became a popular fad during the 1990s and 2000s.

Crazy Bones were inspired by a game played in Ancient Greece called astragals, where children played with sheep's knucklebones. This ancient pastime is also known as Tabas.
 in the first half of fiscal year 1999 will impact year over year comparisons."

During the first quarter of 1999, Beanie Babies and Crazy Bones accounted for approximately 18 percent of Zany Brainy's sales. During February and March of the current quarter, these products accounted for approximately 2 percent of retail sales.

Zany Brainy plans on announcing its financial results for the first quarter of fiscal 2000 on May 22.

Stanley Greenman also stated that Noodle Kidoodle's first quarter losses are expected to exceed last year's first quarter losses. He attributed the increased loss principally to a stark reduction in the sale of Beanie Babies resulting from their reduced shipments in the quarter.

Noodle Kidoodle plans on announcing its sales results for the current first quarter in early May.

About Zany Brainy, Inc.

Zany Brainy, Inc. is a leading and rapidly growing specialty retailer of high quality toys, games, books and multimedia products for kids. The Company is a different kind of toy store A toy store, or toy shop, is a retail business specializing in the services of selling toys. No longer held to the limitations of the brick and mortar outlet, the toy store has successfully created a presence within the e-commerce industry.  with a unique product mission and a passionate commitment to its customers. Zany Brainy believes learning should be fun. Its products entertain, educate and spark spark, in electricity: see arc.

(language) SPARK - An annotated subset of Ada supported by tools supplied by Praxis Critical Systems (originally by PVL).

http://sparkada.com.
 the imaginations of children up to 12 years of age. The Company combines this distinctive merchandise offering with superior customer service and daily in-store events to create an interactive, kid-friendly and exciting shopping experience for children and adults. The Company presently operates 104 stores in 26 states.

About Noodle Kidoodle

Noodle Kidoodle is an innovative specialty retailer of children's edu-tainment products, which focus on stimulating, educational and non-violent merchandise. The Company's stores typically include more than 16,000 items featured throughout 20 in-store departments. Weekly events like sing-a-longs and storytelling Storytelling
Aesop

semi-legendary fabulist of ancient Greece. [Gk. Lit.: Harvey, 10]

Münchäusen

Baron traveler grossly embellishes his experiences. [Ger. Lit.
, and fun and interactive play areas like the Kidoodle Corner, and Computer and Electronic Learning Centers make visiting Noodle Kidoodle fun for the whole family. Noodle Kidoodle believes that kids learn best when they're having fun, and is dedicated to expanding children's minds and helping their imaginations grow. The Company opened its first Noodle Kidoodle store in 1993 and currently operates 59 stores in 15 states.

Certain statements in this report, including statements regarding the timing of the merger and its impact on revenue, growth and earnings, the accounting treatment for the merger, first quarter results and new store openings are forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and . Actual results may differ materially from those indicated in such statements due to a number of factors, including the ability to obtain all necessary consents and approvals for the merger; unanticipated operational challenges in connection with combining operations; delays in opening new stores; the ability to retain key personnel; the availability of capital to fund continuing operations continuing operations

Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the
 of both companies and their affiliates; changes in consumer spending Consumer demand or consumption is also known as personal consumption expenditure. It is the largest part of aggregate demand or effective demand at the macroeconomic level.  patterns and in demand for popular products; the ability to open and operate new stores on a profitable basis; and prevailing economic conditions. Additional information on factors that may affect the business and financial results of Zany Brainy or Noodle Kidoodle can be found in their filings with the Securities and Exchange Commission.

The foregoing may be deemed to be offering materials of Zany Brainy, Inc. in connection with the proposed merger of Zany Brainy, Inc. and Noodle Kidoodle, Inc. on the terms and subject to the conditions in the Agreement and Plan of Merger, dated as of April 21, 2000, among Zany Brainy, Inc., Noodle Kidoodle, Inc. and Night Owl Acquisition, Inc.

SHAREHOLDERS OF ZANY BRAINY AND NOODLE KIDOODLE AND OTHER INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4 WHICH ZANY BRAINY WILL FILE WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT ZANY BRAINY, NOODLE KIDOODLE, THE MERGER, THE PERSONS SOLICITING PROXIES IN THE MERGER AND THEIR INTERESTS IN THE MERGER AND RELATED MATTERS. After it is filed with the SEC, the joint proxy statement/prospectus will be available for free, on the SEC's web site (http://www.sec.gov), or by directing a written or oral request for copies to either Daniel Kaufman, Vice President - Legal, Zany Brainy, Inc., 2520 Renaissance Boulevard, King of Prussia, PA 19406 (the telephone number is 610-278-7800), or Stewart Katz, President, Noodle Kidoodle, Inc., 6801 Jericho Turnpike turnpike, road paid for partly or wholly by fees collected from travelers at tollgates. It derives its name from the hinged bar that prevented passage through such a gate until the toll was paid. See also road. , Syosset, N.Y. 11791-4428 (the telephone number is 516-677-0500).

In addition to the proposed registration statement and joint proxy statement/prospectus, Zany Brainy and Noodle Kidoodle file annual, quarterly and special reports, proxy statements Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 and other information with the SEC. You may read and copy any reports, statements or other information filed by either company at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, DC 20549 or at the SEC's other public reference rooms in New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Zany Brainy's and Noodle Kidoodle's filings with the SEC are also available to the public from commercial document-retrieval services and on the SEC's web site at http://www.sec.gov.
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Publication:Business Wire
Geographic Code:1USA
Date:Apr 24, 2000
Words:1271
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