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EXHIBIT 99.6
PROXY
NOODLE KIDOODLE, INC.
Special Meeting of Stockholders
To Be Held on Tuesday, July 25, 2000
The undersigned stockholder of NOODLE KIDOODLE, INC. hereby appoints
STANLEY GREENMAN, STEWART KATZ and JOSEPH MADENBERG, or any of them, with full
power of substitution in each, attorneys and proxies for the undersigned, to
vote all the shares of Common Stock of Noodle Kidoodle, Inc. which the
undersigned could vote if personally present at the Special Meeting of
Stockholders thereof to be held at The Chase Manhattan Bank, 395 North Service
Road, Melville, New York on July 25, 2000 at 11:00 o'clock in the morning and at
any adjournment or adjournments thereof for the purposes of (1) approving and
adopting the Amended and Restated Agreement and Plan of Merger dated as of April
21, 2000 among Noodle Kidoodle, Inc., Zany Brainy, Inc., a Pennsylvania
corporation, and Night Owl Acquisition Inc., a Delaware corporation and a wholly
owned subsidiary of Zany Brainy, Inc., pursuant to which Noodle Kidoodle, Inc.,
will merge with Night Owl Acquisition Inc., and will become a wholly owned
subsidiary of Zany Brainy Inc., and (2) transacting such other business as may
properly come before the meeting.
(Continued and to be signed on the reverse side.)
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DIRECTIONS
TO
THE CHASE MANHATTAN BANK
395 NORTH SERVICE ROAD
MELVILLE, N.Y. 11747
TRAVELING EAST take the LIE to Exit 49 South. Stay on the service road for three
traffic lights; the third light is Pinelawn Road. Turn left onto Pinelawn; go
over the LIE and make a left turn at the stoplight. You are now on the North
Service Road, Turn into the first driveway on the right. #395 is the four story,
white, oval building.
TRAVELING WEST take the LIE to Exit 49 North. Stay on the service road, cross
Pinelawn Road (stoplight) and turn into the first driveway on your right, #395
is the four story, white, oval building.
TRAVELING NORTH ON ROUTE 110 make a right onto Pinelawn Road.
TRAVELING SOUTH ON ROUTE 110 make a left onto Pinelawn Road.
Take Pinelawn Road to next traffic light and make a right turn onto the Service
Road. Turn into third driveway. #395 is the four story, white, oval building.
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Please mark [X]
your vote as
indicated in
this example
FOR AGAINST ABSTAIN
1. Approval and adoption of the Amended and Restated [_] [_] [_]
Agreement and Plan of Merger dated as of April 21,
2000 among Noodle Kidoodle, Inc., Zany Brainy, Inc.,
and Night Owl Acquisition, Inc.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
If not otherwise specified, this Proxy will be voted FOR approval and adoption
of the Amended and Restated Agreement and Plan of Merger dated as of April 21,
2000 among Noodle Kidoodle Inc., Zany Brainy, Inc., and Night Owl Acquisition,
Inc.
Dated: , 2000
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Signature
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Signature
(Please sign exactly as your name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, EACH holder must sign. If a corporation, please sign in
full corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION.
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