Noodle Kidoodle Inc – ‘DEFA14A’ on 7/17/00

On:  Monday, 7/17/00, at 4:55pm ET   ·   Accession #:  922423-0-945   ·   File #:  1-06083

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Additional Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Definitive Additional Materials                        2     10K 

DEFA14A
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SCHEDULE 14A

(Rule 14a-101)
 INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
 Securities Exchange Act of 1934

Filed by the Registrant  |X|                                                    
Filed by a party other than the Registrant |_|                                  

Check the appropriate box:                                                      

|_|  Preliminary proxy statement                                                
|_|  Confidential, for Use of the Commission Only (as permitted by Rule         
14a-6(e)(2))                                                          
|_|  Definitive proxy statement                                                 
|X|  Definitive additional materials                                            
|_|  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12              

 NOODLE KIDOODLE, INC.
 ---------------------
(Name of Registrant as Specified in Its Charter)

----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):                              

|X|  No fee required.                                                 
 |_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.                                                       
        (1)  Title of each class of securities to which transaction applies:

     (2)  Aggregate number of securities to which transaction applies:

         (3)  Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule 0-11 (set forward the amount on
     which the filing fee is calculated and state how it was
determined):                                      

(4)  Proposed maximum aggregate value of transaction:       

(5)  Total fee paid:                                        

|_| Fee paid previously with preliminary materials.                   

     |_|  Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration
         statement number, or the form or schedule and the date of its filing.

(1)  Amount Previously Paid:                                

(2)  Form, Schedule or Registration Statement No.:          

(3)  Filing Party:                                          

(4)  Date Filed:                                            

DEFA14A
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[Noodle Kidoodle, Inc. letterhead]

Stanley Greenman                                                                
Chairman and Chief Executive Officer                                            

                                                                   July 17, 2000

Dear Noodle Kidoodle Stockholder:                                               

WE NEED YOUR HELP!

Proxy materials were recently mailed to you for the special meeting of
Noodle Kidoodle stockholders on July 25, 2000. This special meeting was called  
to allow our stockholders to vote on the proposed merger of Zany Brainy, Inc.   
and Noodle Kidoodle, Inc.                                                       

According to our records, your proxy has not yet been received. We    
recommend that you vote your Noodle Kidoodle shares FOR the merger as soon as   
possible.                                                                       

 Your vote is important!

Voting your shares can make a difference, regardless of the number of 
shares you own. For the merger to be approved, a majority of all outstanding    
Noodle Kidoodle shares must be voted FOR the merger. If you support the merger, 
you must actually vote your shares. Taking no action will be counted as a vote  
against the merger.                                                             

All shareholders may vote by mailing the enclosed proxy card in the   
postage-paid envelope provided. In addition, shareholders who hold accounts     
through a broker or brokerage firm may vote via a toll-free telephone number or 
the Internet. To vote by telephone, call the toll-free number that appears in   
the grey-shaded area on the upper left side of the enclosed voting card. You    
will need to enter the control number that appears directly below the toll-free 
phone number when you vote. To vote on the Internet, go to www.proxyvote.com and
follow the instructions. Telephone and Internet voting is fast, convenient and  
free, and your vote is immediately confirmed.                                   

Because time is of the essence, we encourage you to vote as soon as   
possible. If you vote by telephone or Internet, your vote must be received      
before midnight on Monday, July 24, 2000.                                       

     Please take a moment to help us reach the required vote. Thank you for your
cooperation and support.                                                        

                                    Sincerely,

                                              /s/ Stanley Greenman

Questions?
 Call our solicitor, Beacon Hill Partners, at 1-800-357-8212
 between 9 am and 5:30 pm Eastern Standard Time.
If you have already mailed your proxy, please accept our
thanks and disregard this request.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFA14A’ Filing		Date		First		Last			Other Filings
		7/25/00		2					DEF 14A
		7/24/00		2
Filed on:		7/17/00		2
									List all Filings