<PAGE>
 
     As filed with the Securities and Exchange Commission on March 19, 1999
                                                      Registration No. 333-
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
 
                               ----------------
 
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
 
                               ----------------
 
                               ZANY BRAINY, INC.
             (Exact name of registrant as specified in its charter)
 
                               ----------------
 
<TABLE>
<CAPTION>
<S>                                <C>                              <C> 
          Pennsylvania                         5945                 23-2663337
  (State or other jurisdiction     (Primary Standard Industrial    (IRS Employer
of incorporation or organization)    Classification Code No.)   Identification No.)
</TABLE>
 
                               ----------------
 
                           308 East Lancaster Avenue
                              Wynnewood, PA 19096
                                 (610) 896-1500
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
 
                               ----------------
 
                               Keith C. Spurgeon
                            Chief Executive Officer
                           308 East Lancaster Avenue
                              Wynnewood, PA 19096
                                 (610) 896-1500
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                        Copies of all communications to:
 
             ALAN SINGER                            THOMAS C. SADLER
     Morgan, Lewis & Bockius LLP                    Latham & Watkins
         1701 Market Street                  633 West 5th Street, Suite 4000
     Philadelphia, PA 19103-2921                  Los Angeles, CA 90071
           (215) 963-5000                            (213) 485-1234
 
                               ----------------
 
   Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
 
   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
 
   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
 
   If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
 
                        CALCULATION OF REGISTRATION FEE
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                          Proposed
                                      maximum aggregate
    Title of each class of                offering                     Amount of
  securities to be registered            price(1)(2)                registration fee
------------------------------------------------------------------------------------
<S>                                   <C>                           <C>
Common Stock, $.01 par value...          $97,750,000                   $27,174.50
------------------------------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
(1) Includes shares which the underwriters will have the option to purchase to
    cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(o) under the Securities Act of 1933, as amended.
 
                               ----------------
 
   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to such
Section 8(a), may determine.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+We will amend and complete the information in this prospectus. Although we    +
+are permitted by US federal securities law to offer these securities using    +
+this prospectus, we may not sell them or accept your offer to buy them until  +
+the documentation filed with the SEC relating to these securities has been    +
+declared effective by the SEC. This prospectus is not an offer to sell these  +
+securities or our solicitation of your offer to buy these securities in any   +
+jurisdiction where that would not be permitted or legal.                      +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                     SUBJECT TO COMPLETION--March 19, 1999
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Prospectus
        , 1999
 
                                      Logo
 
                               Zany Brainy, Inc.
 
                               Shares of Common Stock
 
--------------------------------------------------------------------------------
  Zany Brainy:                    The Offering:
 
 
  .We are a leading              .We are offering
   specialty retailer of                   of the
   high quality toys,             shares and existing
   games, books and               shareholders are
   multimedia products            offering        of
   for children.                  the shares.
 
  .Zany Brainy, Inc.             .The underwriters    
   308 East Lancaster Avenue      have an option to  
   Wynnewood, PA 19096            purchase an        
   (610) 896-1500                 additional         
                                  shares from Zany   
                                  Brainy and   from 
                                  the selling        
                                  shareholders.       
                                
 
  Proposed Symbol and            .This is our initial  
    Market:                       public offering,   
                                  and no public      
                                  market currently   
                                  exists for our     
                                  shares.             
  
   .ZANY/Nasdaq National         .We plan to use the   
    Market                        proceeds from this  
                                  offering to repay   
                                  bank debt, open new 
                                  stores, implement   
                                  new enterprise      
                                  software and for    
                                  other working       
                                  capital and general 
                                  corporate purposes. 
                                  We will not receive 
                                  any proceeds from   
                                  the shares sold by  
                                  the selling         
                                  shareholders.        
                               
 
                                . Closing:      , 1999
 
  ---------------------------------------------------
<TABLE>
<S>                                     <C>         <C>
                                        Per Share   Total
  -------------------------------------------------------
  Public offering price:                $           $
  Underwriting fees:
  Proceeds to Zany Brainy:
  Proceeds to the selling shareholders:
</TABLE>
 
  ---------------------------------------------------
 
    This investment involves risks. See "Risk Factors" beginning on page 5.
 
--------------------------------------------------------------------------------
 
Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
 
--------------------------------------------------------------------------------
 
Donaldson, Lufkin & Jenrette
                  BT Alex. Brown
                           William Blair & Company
                                                      U.S. Bancorp Piper Jaffray
 
              The undersigned is facilitating Internet distribution.
 
                                 DLJdirect Inc.
<PAGE>
 
 [Depicted in the inside front cover page are photographs of Zany Brainy stores
        and grand opening events and a graphic of the mission statement]
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                      Page                                                            Page 
                                      ----                                                            ---- 
<S>                                   <C>                  <C>                                        <C>  
Prospectus Summary..................    1                  Our Business.............................. 26  
Risk Factors........................    5                  Management................................ 35  
Forward-Looking Statements..........   13                  Certain Transactions...................... 40  
Use of Proceeds.....................   14                  Principal and Selling Shareholders........ 42  
Dividend Policy.....................   14                  Description of Capital Stock.............. 44  
Capitalization......................   15                  Shares Eligible for Future Sale........... 47  
Dilution............................   16                  Underwriting.............................. 48  
Selected Consolidated Historical                           Experts................................... 51 
  Financial and Operating Data......   17                  Legal Matters............................. 51 
Management's Discussion and Analysis                       Additional Information.................... 51 
 of Financial Condition and Results                        Index to Our Financial Statements......... F-1
 of Operations......................   19                     
</TABLE>
<PAGE>
 
                               PROSPECTUS SUMMARY
 
   The following summarizes information in other sections of our prospectus,
including our consolidated financial statements and the notes to these
statements. This summary is not complete and does not contain all of the
information that you should consider before investing in our common stock. You
should read the entire prospectus carefully. Generally, references to "Zany
Brainy," "the Company," "we," "us" and "our" mean Zany Brainy, Inc. and our
subsidiaries. Our fiscal year ends on the Saturday nearest to January 31 and is
named for the calendar year ending closest to that date. For example, our
fiscal year ended January 30, 1999 is called "1998."
 
                                  The Company
 
   Zany Brainy is a leading and rapidly growing specialty retailer of high
quality toys, games, books and multimedia products for kids. We are a different
kind of toy store with a unique product mission and a passionate commitment to
our customers. We believe that learning should be fun. We sell over 15,000
products that entertain, educate and spark the imaginations of children up to
12 years of age. Zany Brainy 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. We opened our first store in Pennsylvania in 1991 and, as of March 15,
1999, we operated 77 stores in 19 states. We opened 23 new stores last year and
plan to add approximately 25 stores in 1999, two of which we have already
opened, and 25 stores in 2000. Our sales grew 36.6% in 1998 to $168.5 million
and we experienced comparable store sales growth of 9.1% in 1997 and 9.9% in
1998.
 
 Our Unique Product Mission
 
   We believe that our customers trust us to provide high quality merchandise
for kids at the right price. We carefully select products that encourage
children's educational, emotional or physical development. Zany Brainy does not
sell products that are inconsistent with our mission, such as toys that may
reinforce gender stereotypes or encourage violence. In addition, we generally
do not offer TV-promoted, mass marketed items. We believe that our
merchandising philosophy has enabled us to earn the confidence, loyalty and
trust of our customers. We purchase our selection of over 15,000 stock keeping
units from more than 400 suppliers in 20 different countries. Our extensive
selection of merchandise includes:
 
  . Toys, games and puzzles                 . Infant development toys
 
 
  . Books, audio cassettes and videotapes   . Arts and crafts
 
 
                                            . Building toys and trains
  . Computer software and electronic learning aids
 
 
  . Plush and dolls                         . Sport-theme toys
 
   Many manufacturers of the specialty products we offer currently do not sell
their products through discounters or mass market retailers. Excluding books
and multimedia, we believe that generally less than 30% of the stock keeping
units that we carry are available at Toys "R" Us. To further differentiate our
merchandise selection, we work closely with several specialty suppliers to
secure exclusive product or licensing arrangements.
 
 Our Inviting and Interactive Stores
 
   Our prototype 10,600 square foot stores are bright, colorful and inviting
and present our product offering in 11 major categories. Large banners with
unique graphics identify each of these categories
 
                                       1
<PAGE>
 
to help customers find specific items quickly. Our stores are fully-carpeted
and have low shelving to encourage children to see, touch and play with our
products. Children can read books in our reading area, try software products
and play with electronic learning aids at one of our interactive demonstration
stations or watch movies in our Zany Showtime Theater. Our stores also feature
free fun every day, offering scheduled events such as creative arts and crafts
activities, character and author appearances and mini-concerts by well-known
children's performers. We believe these elements make our stores an attractive
destination for children and adults.
 
 Our Knowledgeable and Highly-Trained Associates
 
   Our highly-trained sales associates provide knowledgeable and enthusiastic
service that we believe helps us maintain the confidence, loyalty and trust of
our customers. Zany Brainy seeks employees that have a passion for addressing
the needs of our customers, enjoy working with children and appreciate how kids
learn through play. Accordingly, we actively recruit educators, child care
providers and back-to-work parents as sales associates. We train our sales
associates to proactively advise customers on product features, benefits and
age-appropriateness. In addition, we staff our stores with book, multimedia and
other specialists who have an in-depth knowledge of their product categories.
 
 Principal Executive Offices:
 
   Zany Brainy, Inc.
   308 East Lancaster Avenue
   Wynnewood, PA 19096
   Phone: 610-896-1500
 
 Incorporation:
 
   We were incorporated in 1991 in Pennsylvania under the name Children's
Concept, Inc. and, in March 1999, we changed our name to Zany Brainy, Inc.
 
                                       2
<PAGE>
 
                                  The Offering
 
<TABLE>
<S>                           <C>
Common stock offered by:
  Zany Brainy................     shares
  Selling shareholders.......     shares
                                  ----------------
    Total....................     shares
Common stock to be
 outstanding
 after this offering.........     shares (a)
Use of proceeds.............. We plan to use the proceeds from this offering
                              to repay bank debt, open new stores, implement
                              new enterprise software and for other working
                              capital and general corporate purposes. We will
                              not receive any proceeds from the shares sold by
                              the selling shareholders.
Proposed Nasdaq National
 Market symbol............... ZANY
</TABLE>
--------------
(a)  Based on shares outstanding at March 15, 1999, excluding:
 
  . 2,953,429 shares of common stock issuable upon the exercise of options
    and warrants outstanding as of March 15, 1999 at a weighted average
    exercise price of $3.89 per share; and
 
  . 942,826 shares reserved for future grants under our 1993 stock incentive
    plan and our 1998 equity compensation plan.
 
   Generally, the information in this prospectus: (1) assumes there is no
exercise of the underwriters' over-allotment option; and (2) gives effect to
the conversion of all outstanding shares of preferred stock into 11,250,273
shares of common stock.
 
                                       3
<PAGE>
 
                      Summary Consolidated Financial Data
 
   The following table sets forth certain of our financial data. You should
read this information together with our "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and our consolidated
financial statements and related notes included elsewhere in this prospectus.
<TABLE>
<CAPTION>
                                            Fiscal Year (a)
                               ---------------------------------------------
                                1994     1995     1996      1997      1998
                                   (in thousands, except per share,
                                 number of stores and sales per square
                                              foot data)
<S>                            <C>      <C>      <C>      <C>       <C>
Statement of Operations Data:
  Net sales................... $23,471  $54,372  $92,563  $123,345  $168,471
  Gross profit (b)............   6,446   13,400   23,358    33,893    50,318
  Selling, general and
   administrative expenses....  13,310   21,110   28,732    33,581    46,376
  Operating income (loss).....  (6,864)  (7,710)  (5,374)      312     3,942
  Net income (loss)...........  (6,658)  (7,828)  (6,023)     (153)    8,999(c)
  Net income (loss) per common
   share:
   Basic...................... $ (1.35) $ (1.55) $ (1.19) $  (0.03) $   1.67(c)
   Diluted (d)................   (1.35)   (1.55)   (1.19)    (0.03)     0.51(c)
  Weighted average shares
   outstanding:
   Basic......................   4,930    5,065    5,068     5,085     5,373
   Diluted (d)................   4,930    5,065    5,068     5,085    17,776
Store Data:
  Number of stores at end of
   fiscal year................      16       31       43        52        75
  Total square feet at end of
   fiscal year................     189      387      538       630       868
  Comparable store sales
   increase (e)...............    17.3%     0.3%     4.3%      9.1%      9.9%
  Sales per square foot (f)... $   245  $   202  $   183  $    203  $    227
  Average sales per store
   (f)........................   2,502    2,382    2,286     2,523     2,746
Operating Data:
  Gross profit margin.........    27.5%    24.6%    25.2%     27.5%     29.9%
  Operating margin (loss).....   (29.2)   (14.2)    (5.8)      0.3       2.3
  Capital expenditures........ $ 5,432  $ 7,377  $ 6,276  $  6,420  $  7,309
  Depreciation and
   amortization...............     730    2,115    3,713     5,017     6,859
</TABLE>
<TABLE>
<CAPTION>
                                                        As of January 30, 1999
                                                        -----------------------
                                                                  Pro Forma,
                                                        Actual  As Adjusted (g)
                                                        (dollars in thousands)
<S>                                                     <C>     <C>
Balance Sheet Data:
  Inventories.......................................... $43,252     $43,252
  Working capital......................................  25,542
  Total assets.........................................  82,141
  Short-term borrowings................................       0           0
  Capitalized lease obligations, including current
   portion.............................................   4,542       4,542
  Total shareholders' equity...........................  48,291
</TABLE>
--------
(a)  Our fiscal year consists of 52 or 53 weeks, ends on the Saturday nearest
     January 31 and is named for the calendar year ending closest to that date.
     All fiscal years presented include 52 weeks of operations, except 1995
     which includes 53 weeks.
(b)  Gross profit represents net sales less cost of goods sold, which includes
     buying, distribution and store occupancy costs.
(c)  Net income for 1998 includes a net income tax benefit of $6,187 due to the
     $7,166 benefit recorded for our net operating loss carryforward, partially
     offset by the current year's income tax expense of $979.
(d)  Stock options, warrants and preferred stock convertible into common stock
     were excluded from the calculation of diluted net loss per common share
     for 1994 through 1997 as they were anti-dilutive due to the losses in each
     of those years.
(e)  A store becomes comparable in the 14th full month of store operations.
(f)  Based on stores opened for the entire period.
(g)  Represents actual data, as adjusted, to give effect to (1) the conversion
     of all preferred stock into 11,250,273 shares of common stock and (2) the
     sale of      shares of common stock offered by us at an assumed initial
     public offering price of $    after deducting underwriting discounts and
     commissions and estimated offering expenses and the application of the
     estimated net proceeds.
 
                                       4
<PAGE>
 
                                  RISK FACTORS
 
   You should carefully consider the following factors and other information in
this prospectus before deciding to invest in shares of our common stock.
 
We have a history of net losses and limited experience with the performance of
our prototype stores
 
   Since our inception in 1991, we have reported net losses for each year
except for 1998, when we reported net income for the first time. At March 15,
1999, we operated 77 stores, nine of which were opened in 1997, 23 in 1998 and
two in 1999. The results achieved to date by our store base may not be
indicative of the results that may be achieved from a larger number of stores.
We have limited experience with the performance of our current 10,600 square
foot prototype store. Most of the stores we opened in 1997 and 1998, as well as
most of the 25 stores to be opened in 1999, are based on this prototype store,
which is smaller than many of our older stores. Our actual experience with
these newer stores is generally limited to one full year or less. Not all of
our new stores have performed up to our expectations. If our new stores fail to
generate income at a level that meets expectations, or if we report net losses
in future years, the price of our common stock will be adversely affected.
 
Our business is highly seasonal and our quarterly results may fluctuate which
may adversely affect our stock price
 
   Seasonal shopping patterns affect our business. A significant portion of our
sales occur in the fourth quarter, coinciding with the Christmas holiday
shopping season. Therefore, our results of operations for the entire year
depend largely on our fourth quarter results. Factors that could negatively
affect us during the fourth quarter include:
 
  . adverse weather conditions;
 
  . unfavorable economic conditions;
 
  . inability to hire adequate temporary personnel;
 
  . inability to maintain appropriate inventory levels; and
 
  . a late Thanksgiving, which reduces the number of days between
    Thanksgiving and Christmas.
 
   Since inception, we have never been profitable in any quarter other than the
fourth quarter of any fiscal year. We expect to continue to incur losses in
every quarter other than the fourth quarter. We believe that the seasonality of
our business is consistent with the seasonality experienced by other retailers
of toys and games.
 
   Our quarterly results of operations may also fluctuate as a result of a
variety of other factors, including:
 
  . the timing and number of new store openings;
 
  . the amount of store pre-opening expenses;
 
  . the impact of new store openings on the results of existing stores;
 
  . the introduction of new products and changes in the mix of products sold
    in our stores; and
 
 
                                       5
<PAGE>
 
  . the availability of and customer demand for particular products.
 
We may not succeed in implementing our store expansion program
 
   Our success depends in large part on our ability to open and profitably
operate new stores in both existing and new geographic markets. We plan to open
25 stores during 1999, two of which we have already opened, and 25 stores in
2000. We may not be able to achieve our planned expansion. We will open
approximately 14 stores in 1999 in markets where we do not currently have a
presence. The opening of stores in new geographic markets could present
competitive and operational challenges different from those we currently face
or previously faced in entering our existing geographic markets. For example,
we may incur higher costs related to advertising, administration and
distribution as we enter these new markets. Because our continued growth is
dependent, in part, on our ability to increase sales in our existing stores, we
will be adversely affected if the opening of new stores in existing markets
draws business from our existing stores. We generally prefer to open new stores
in the first three quarters of the year. Our failure to open stores on schedule
may have particularly adverse effects because of our dependence on the
Christmas holiday shopping season.
 
   Our success in opening and profitably operating new stores will depend on a
number of factors, including our ability to:
 
  . identify suitable sites;
 
  . negotiate acceptable leases at attractive rents;
 
  . access adequate capital to fund store expansion;
 
  . construct and open stores on schedule;
 
  . obtain acceptance in markets in which we currently have limited or no
    presence; and
 
  . locate, hire, train and retain competent managers.
 
   We may not have sufficient management, operational, distribution, financial
and information systems resources to accommodate our planned growth. Our
expansion strategy also presents some cultural risks, including our ability to
maintain our product mission, customer service commitment and quality control
as we become larger in size. In addition, if our new stores do not perform as
expected, we may curtail our store expansion. If our planned expansion is not
successful, our business will be adversely affected.
 
Changes in comparable store sales may affect our stock price
 
   Changes in our comparable store sales results could cause the price of our
common stock to fluctuate substantially. A number of factors have historically
affected, and will continue to affect, our comparable store sales results,
including:
 
  . competition;
 
  . our new store openings;
 
  . general regional and national economic conditions;
 
  . consumer trends and preferences;
 
                                       6
<PAGE>
 
  . changes in our co-tenants;
 
  . new product introductions and changes in our product mix;
 
  . timing and effectiveness of promotional events; and
 
  . weather.
 
   Comparable store sales may not increase at the rates achieved in 1997 and
1998.
 
We face intense competition from other retail companies
 
   Our industry is highly competitive. Many of our competitors have much
greater brand recognition and greater financial, marketing and other resources
than ours. We could be at a disadvantage in responding to our competitors'
merchandising and pricing strategies, advertising campaigns and other
initiatives.
 
   We believe that many mass market and traditional toy retailers, such as Toys
"R" Us, Wal-Mart and Target, are expanding the number of products that overlap
with our stores' products. An increased focus on the specialty retail market by
these retailers could materially adversely affect our business.
 
   Our direct competitors are smaller format, specialty educational and
creative toy and game retailers, including Noodle Kidoodle and LearningSmith.
These retailers are continuing to expand. Non-toy specialty retailers, such as
Barnes & Noble and CompUSA, are competing with our children's book and software
businesses.
 
   We also face growing competition from internet-based retailers, such as
eToys and Amazon.com. Because internet-based retailers do not operate retail
stores, they may enjoy an overall operating cost advantage. In addition, due to
the nature of electronic commerce, they may reach a broader market.
 
   Our business could be materially adversely affected if:
 
  . new competitors enter markets in which we are currently operating;
 
  . our competitors implement aggressive pricing strategies;
 
  . our competitors expand their operations;
 
  . our suppliers sell their products directly or enter into exclusive
    arrangements with our competitors; or
 
  . our competitors adopt innovative store formats, retail sales methods or
    merchandising strategies that are similar to ours.
 
   We believe that some of our competitors have exclusivity restrictions in
their leases that restrict co-tenants from selling similar products. Such
restrictions could adversely affect our expansion strategy by preventing us
from opening stores in particular sites or limiting our ability to sell some
products or product categories at those sites.
 
The relocation of our distribution centers and corporate headquarters could
disrupt our operations
 
   In 1999, we intend to close our two distribution centers in Delaware and
relocate to a larger facility in New Jersey. Approximately 80% of our products
are distributed through these facilities.
 
                                       7
<PAGE>
 
This transition to a new distribution center could disrupt the receipt and
distribution of our merchandise, particularly if there are any unforseen delays
or interruptions in the transition process. Any disruption in distribution
could materially adversely affect our business operations. If we are unable to
generate increased sales and profit sufficient to absorb increased overhead and
other costs associated with our relocation, we would likely experience lower
operating profit margins which could materially adversely affect our business.
 
   We also plan to relocate our corporate headquarters to a larger facility in
Pennsylvania. Any delay in relocating our headquarters or disruption to our
operations as a result of the move could materially adversely affect our
business.
 
We are dependent on our suppliers and distributors
 
   We are dependent on our suppliers to provide us with sufficient quantities
of our products at competitive prices. Products supplied to us by our top ten
suppliers represented approximately 40% of purchases in 1998. Our dependence on
our principal suppliers involves risk, and if there is a disruption in supply
from a principal supplier or distributor, our business could be adversely
affected. While no one supplier represented greater than 10% of purchases in
1998, a disruption in the operations of any of our key suppliers could
adversely affect our business.
 
   Our business could also be adversely affected if key specialty suppliers
sell more products through mass market retailers.
 
   Many of our suppliers currently provide us with certain incentives,
including return privileges, volume purchasing allowances and cooperative
advertising. A reduction or discontinuation of these incentives could have a
material adverse effect on our business.
 
   In mid-1998, we entered into a relationship with a subsidiary of Ingram
Industries Inc. (Ingram Books) to be our principal book distributor. We
previously purchased books from numerous publishers and distributors, including
Ingram Books. In 1998, our purchases from book suppliers accounted for
approximately 12% of all our purchases. Barnes & Noble recently announced that
it will acquire Ingram Books. We are unable to predict whether this acquisition
will affect the distribution of books to our stores.
 
We may be unable to predict or react to changes in consumer demand and
preferences
 
   Our success depends on our ability to anticipate and respond in a timely
manner to changing consumer demand and preferences regarding toys, games, books
and multimedia products for children. Our products must appeal to a broad range
of consumers whose preferences cannot be predicted with certainty and are
subject to change. If we misjudge the market for our merchandise, our business
could be materially adversely affected. It is also common in the toy industry
for some popular products, such as Beanie Babies and yoyos, to achieve high
sales, but for unpredictable periods of time. In 1998, Beanie Babies
represented over 5% of our sales. Consumer demand for these products or others
could decrease significantly and without warning. If we are unable to identify
new products that will enjoy strong consumer demand, our business could be
materially adversely affected. In addition, the introduction of new products
may depress sales of existing products. Moreover, because we sell only those
products that conform to our corporate mission, we may choose not to sell some
products that our customers desire and lose potential sales.
 
                                       8
<PAGE>
 
We are increasingly dependent on imports
 
   We do not own or operate any manufacturing facilities. Instead, we buy all
of our products from manufacturers and distributors. In 1998, we imported
approximately 9% of our purchases, including most of our private label
products, directly from foreign manufacturers. In addition, we believe that a
significant portion of the products that we purchase from domestic suppliers
are manufactured abroad. We anticipate that our dependence on foreign-sourced
merchandise will increase. We are subject to the following risks inherent in
relying on foreign manufacturers:
 
  . the inability to return products;
 
  . fluctuations in currency exchange rates;
 
  . economic and political instability;
 
  . transportation delays;
 
  . restrictive actions by foreign governments;
 
  . the laws and policies of the United States affecting importation of
    goods, including duties, quotas and taxes;
 
  . foreign trade and tax laws;
 
  . foreign labor practices;
 
  . trade infringement claims; and
 
  . increased liability as importer of record.
 
   Interruptions or delays in our imports could materially adversely affect our
business unless we secure alternative supply arrangements. Even if we could
locate alternative sources, their products may be of lesser quality or more
expensive than those we currently purchase. We could also be affected if our
suppliers experience similar problems with foreign manufacturers.
 
We are dependent on executive management and other personnel
 
   We believe that our success depends on the continued employment of our
management team. If one or more members of our executive management team were
unable or unwilling to continue in their present positions, our business could
be materially adversely affected. We do not carry key person life insurance on
any member of our executive management team.
 
   Our success also depends on hiring and retaining quality managers and sales
associates in our stores. We plan to expand our employee base to manage our
anticipated growth. Competition for personnel, particularly for employees with
retail expertise, is intense. Additionally, our ability to maintain consistency
in the quality of customer service in our stores is critical to our success. If
we are unable to hire and retain sales associates capable of providing a high
level of customer service, our business could be materially adversely affected.
 
We may not successfully develop our own private label products
 
   We have been expanding our selection of private label products. If consumers
do not perceive our private label products to be of high quality, our efforts
to increase private label sales may not succeed. Moreover, if we are unable to
execute our private label program, our profit margins could be adversely
affected.
 
                                       9
<PAGE>
 
Our intellectual property may not be protected
 
   Our success depends in part on our ability to protect our intellectual
property. To protect our proprietary rights, we rely generally on copyright,
trademark and trade secret laws, confidentiality agreements with employees and
third parties and license agreements with consultants and suppliers. However, a
third party could, without authorization, copy or otherwise appropriate
information from us. Employees, consultants and others who participate in
development activities could breach their confidentiality agreements, and we
may not have adequate remedies for any such breach. Our failure or inability to
protect our proprietary rights could materially adversely affect us.
 
Our business could be materially adversely affected if our information systems
fail
 
   Our business depends on the efficient and uninterrupted operation of our
computer and communications software and hardware systems. We regularly make
investments to upgrade, enhance and replace our systems. We must appropriately
expand the capacity of our information systems to accommodate our anticipated
growth. If we do not appropriately upgrade our systems and infrastructure, our
business will be materially adversely affected.
 
   The current provider of our enterprise software system, Systems for
Retailers (SFR), is no longer in business. Although we have the source code and
support of former SFR employees, we intend to replace SFR with a new software
system from JDA Software, Inc. (JDA) early in the year 2000. Any disruptions
affecting our information systems or any delays or difficulties in
transitioning to JDA or other new systems could materially adversely affect our
business.
 
   We have no formal disaster recovery plan to prevent delays or other
complications arising from information systems failure. Our business
interruption insurance may not adequately compensate us for losses that may
occur. If we experience an information systems failure, our business may be
materially adversely affected.
 
We may be adversely affected by Year 2000 issues
 
   Many existing computer systems and software products do not properly
recognize dates after December 31, 1999. This Year 2000 issue could result in
system failures or miscalculations causing disruptions of operations,
including, among others, a temporary inability to receive shipments, process
financial information or credit card transactions, deliver products or engage
in similar normal business activities.
 
   We may realize exposure and risk if the systems on which we depend to
conduct our operations are not Year 2000 compliant. We have assessed whether
our critical systems are Year 2000 compliant. We expect to resolve Year 2000
compliance issues primarily through upgrades of our software or by replacing
existing software with Year 2000 compliant applications at costs that we
currently do not expect to be material. However, such upgrades and replacements
may not be completed on schedule, may involve unanticipated material costs or
may not successfully address our Year 2000 compliance issues.
 
   In addition, we are currently analyzing the extent to which our significant
suppliers have Year 2000 issues. If they are not yet Year 2000 compliant, we
are asking them to provide a description of their plan to become compliant. If
our efforts to address the Year 2000 compliance issues are not successful, or
if suppliers and other third parties with which we conduct business do not
successfully address such issues, our business could be materially adversely
affected.
 
                                       10
<PAGE>
 
   The magnitude of our Year 2000 problem, the costs to complete our Year 2000
plan and the dates on which we believe we will complete our plan are based on
our best estimates. We derived these estimates using numerous assumptions,
including continued availability of resources and third party compliance plans.
However, we cannot assure that these estimates will be achieved, and actual
results could differ materially from those anticipated. Specific factors that
might cause such material differences include our ability to identify and
correct all Year 2000 affected areas and the cost of Year 2000 remediation.
 
We are subject to inventory shrinkage
 
   As is the case in our industry generally, we are subject to loss resulting
from theft of our products. Although we have implemented loss prevention
procedures, we remain susceptible to inventory shrinkage, which could
materially adversely affect our business.
 
We may be exposed to product liability lawsuits and are subject to government
regulation
 
   Children can sustain injuries from toys. We may be subject to claims or
lawsuits resulting from such injuries. We maintain liability insurance in an
amount we believe to be adequate. However, there is a risk that claims or
liabilities may exceed our insurance coverage. Moreover, we may be unable to
retain adequate liability insurance in the future. We are subject to regulation
by the Consumer Product Safety Commission and similar state regulatory
agencies. If we fail to comply with government and toy industry safety
standards, our business may be adversely affected.
 
Future sales by our current shareholders may affect the market
 
   The market price of our common stock could decline as a result of sales of a
large number of shares in the market after this offering or the perception that
such sales could occur. These factors also could make it more difficult for us
to raise funds through future offerings of common stock.
 
   There will be        shares of common stock outstanding immediately after
this offering. Of these shares, the shares sold in this offering and
additional shares will be freely transferable without restriction or further
registration under the Securities Act of 1933, except for any shares purchased
by our affiliates. The remaining         shares will be restricted and may be
sold in the future only pursuant to an exemption under the Securities Act. The
holders of         shares of common stock have agreed not to sell any such
securities for 180 days after this offering without the prior written consent
of Donaldson, Lufkin and Jenrette Securities Corporation (DLJ). DLJ may,
however, in its sole discretion, release all or any portion of the securities
subject to such lock-up agreements.
 
   The holders of approximately          shares of common stock,    of which
are subject to the lock-up agreements described above, have demand and piggy-
back registration rights. If they exercise such rights, shares covered by a
registration statement can be sold in the public market. We also intend to
register approximately            shares of common stock that we have issued or
may issue under our benefit plans or pursuant to option agreements. After such
registration statement is effective, shares issued upon exercise of stock
options to persons other than affiliates will be eligible for resale in the
public market without restriction, which could adversely affect our stock
price. Absent such registration, such shares could nevertheless be sold,
subject to limitations on the manner of sale. Sales by affiliates could also
occur, subject to certain limitations, under Rule 144 of the Securities Act.
 
                                       11
<PAGE>
 
Investors will be subject to market risks typically associated with initial
public offerings
 
   There has not been a public market for our common stock. We cannot predict
the extent to which a trading market will develop or how liquid that market
might become. If you purchase shares of common stock in this offering, you will
pay a price that was not established in the public trading markets. The initial
public offering price will be determined by negotiations among the
underwriters, the selling shareholders and us. You may not be able to resell
your shares at or above the initial public offering price and may suffer a loss
on your investment.
 
   The market price of our common stock is likely to be highly volatile as the
stock market in general has been highly volatile. Factors that could cause
fluctuation in the stock price may include, among other things:
 
  . actual or anticipated variations in quarterly operating results;
 
  . changes in financial estimates by securities analysts;
 
  . conditions or trends in our industry;
 
  . changes in the market valuations of other retail companies;
 
  . announcements by us or our competitors of significant acquisitions,
    strategic partnerships, divestitures, joint ventures or other strategic
    initiatives;
 
  . capital commitments;
 
  . additions or departures of key personnel; and
 
  . sales of common stock.
 
   Many of these factors are beyond our control. These factors may materially
adversely affect the market price of our common stock, regardless of our
operating performance.
 
Benefits of this offering to current shareholders
 
   This offering will benefit our existing shareholders. The selling
shareholders will receive $         in net proceeds, or $         if the
underwriters exercise the over-allotment option in full. In addition, the
current shareholders, including members of management, will benefit from the
creation of a public market for our common stock and any increase in the market
value of any shares they hold. Upon consummation of this offering, the
unrealized appreciation in the value of the common stock held by existing
shareholders will be $       million, or $       million if the underwriters
exercise the over-allotment option in full.
 
                                       12
<PAGE>
 
                           FORWARD-LOOKING STATEMENTS
 
   We have made statements under the captions "Prospectus Summary," "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business" and elsewhere in this prospectus that are
forward-looking statements. You can identify these statements by forward-
looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate," and "continue" or similar words. Forward-looking statements may
also use different phrases. Forward-looking statements address, among other
things, : (1) our future expectations; (2) projections of our future results of
operations or of our financial condition; or (3) other "forward looking"
information.
 
   We believe it is important to communicate our expectations to our investors.
However, there may be events in the future that we are not able to accurately
predict or which we do not fully control that could cause actual results to
differ materially from those expressed or implied by our forward-looking
statements, including:
 
  . our inability to manage our growth and successfully expand in new and
    existing markets;
 
  . changes in general economic and business conditions and in the specialty
    retail or toy industry in particular;
 
  . actions by our competitors;
 
  . the level of demand for our products;
 
  . changes in our business strategies; and
 
  . other factors discussed under "Risk Factors."
 
                                       13
<PAGE>
 
                                USE OF PROCEEDS
 
   The net proceeds we will receive from the sale of          shares in this
offering will be approximately $      million. This is based upon an assumed
initial public offering price of $        per share and after deducting
estimated underwriting discounts and commissions and expenses payable by us
estimated at $        . We will receive additional net proceeds of up to
$        million if the underwriters exercise the option granted to them in
connection with this offering to purchase additional shares of our stock to
cover over-allotments. We will not receive any proceeds from the sale of shares
by the selling shareholders.
 
   We plan to use $       of the proceeds from this offering to repay bank
debt, $        to open new stores, $       to implement new enterprise software
and the balance for other working capital and general corporate purposes. Our
bank debt consists of a $35 million revolving credit facility. At March 15,
1999, the outstanding balance under our credit facility was $11.8 million.
Borrowings under the credit facility bear interest at variable rates, and the
weighted average interest rate at March 15, 1999 was 7.75%. The initial term of
the credit facility expires on October 8, 2000, but the loan agreement provides
for automatic annual renewals.
 
   Pending uses of the net proceeds, we intend to invest the net proceeds in
short-term investment grade securities.
 
                                DIVIDEND POLICY
 
   We have never declared or paid any cash dividends on our common stock and do
not anticipate paying any cash dividends in the foreseeable future. We
currently intend to retain future earnings, if any, to finance operations and
the expansion of our business. Our credit facility currently prohibits payment
of any dividends.
 
                                       14
<PAGE>
 
                                 CAPITALIZATION
 
   The following table sets forth our actual cash position, short term debt and
total capitalization as of January 30, 1999 and our pro forma, as adjusted,
capitalization as of the same date. Our pro forma, as adjusted, capitalization
gives effect to:
 
  . the conversion of all outstanding shares of preferred stock into
    11,250,273 shares of common stock upon the consummation of this offering;
 
  . the issuance and sale of the       shares of common stock offered by us
    in this offering; and
 
  . the application of the estimated net proceeds from the sale of our common
    stock based on an assumed initial public offering price of $      per
    share and after deducting underwriting discounts and commissions and
    estimated offering expenses payable by us.
 
   You should read this table in conjunction with the consolidated financial
statements and the notes to those statements and the other financial
information included in this prospectus.
 
<TABLE>
<CAPTION>
                                                           As of January 30,
                                                                 1999
                                                          --------------------
                                                                   Pro Forma,
                                                          Actual   As Adjusted
                                                            (in thousands)
<S>                                                       <C>      <C>
Cash..................................................... $ 1,695    $
                                                          =======    =======
Short term debt and current portion of capitalized lease
 obligations (a)......................................... $ 1,682    $ 1,682
                                                          =======    =======
Capitalized lease obligations, net of current portion.... $ 2,860    $ 2,860
                                                          -------    -------
Shareholders' equity:
 Preferred stock.........................................      24         --
 Common stock (b)........................................      54
 Additional paid-in capital..............................  60,826
 Accumulated deficit..................................... (12,613)   (12,613)
                                                          -------    -------
  Total shareholders' equity.............................  48,291
                                                          -------    -------
    Total capitalization................................. $51,151    $
                                                          =======    =======
</TABLE>
--------
 
(a)  We had no outstanding borrowings under our credit facility at January 30,
     1999. At March 15, 1999 the outstanding borrowings under our credit
     facility were $11.8 million.
(b)  The table above excludes an aggregate of 2,956,485 shares issuable upon
     exercise of stock options and warrants outstanding at January 30, 1999,
     plus an additional 939,820 shares reserved for issuance in connection with
     future stock options and other awards under our 1993 stock incentive plan
     and 1998 equity compensation plan.
 
                                       15
<PAGE>
 
                                    DILUTION
 
   Our pro forma net tangible book value as of January 30, 1999 was
$       million or $       per share. Our pro forma net tangible book value per
share is determined by subtracting the total amount of our liabilities from the
total amount of our tangible assets and dividing the remainder by the number of
shares of our common stock outstanding after giving effect to the conversion of
preferred stock into 11,250,273 shares of common stock. The pro forma net
tangible book value per share after this offering will be $   less than the
price per share to the public in this offering, based on an assumed initial
public offering price of $    per share. Therefore, purchasers of shares of
common stock in this offering will realize immediate dilution of $    per
share. The following table illustrates this dilution.
 
<TABLE>
<S>                                                                 <C>   <C>
Assumed initial public offering price per share....................       $
  Pro forma net tangible book value per share as of January 30,
   1999............................................................ $
  Increase in net tangible book value per share attributable to new
   investors.......................................................
                                                                    -----
Pro forma net tangible book value per share after this offering....
                                                                          -----
Dilution per share purchased in this offering......................       $
                                                                          =====
</TABLE>
 
   The following table presents, on a pro forma basis, as described above, as
of January 30, 1999 and assuming an initial public offering price of       per
share, for our existing shareholders and our new investors:
 
  . the number of shares of our common stock purchased from us;
 
  . the total cash consideration paid; and
 
  . the average price per share paid before deducting estimated underwriting
    discounts and commissions and our estimated offering expenses.
 
<TABLE>
<CAPTION>
                         Shares Purchased       Total Consideration       Average
                         -------------------    ----------------------     Price
                         Number     Percent      Amount      Percent     Per Share
                         --------   --------    ---------   ----------   ---------
<S>                      <C>        <C>         <C>         <C>          <C>
Existing shareholders..                       %  $                     %    $
New investors..........
                          --------    --------   ---------    ---------
  Total................                    100%  $                  100%
                          ========    ========   =========    =========
</TABLE>
 
   The tables on this page exclude all outstanding options and warrants. See
"Management--Stock Option Plan" and note 9 to our consolidated financial
statements. The exercise of outstanding options and warrants having an exercise
price less than the initial public offering price would increase the dilution
effect to new investors that is shown on the tables. Also, the second table on
this page does not give effect to sales of shares by the selling shareholders.
Sales by the selling shareholders in this offering will reduce the number of
shares held by existing shareholders to         shares, or         % of the
shares outstanding, and will increase the number of shares held by new
investors to         shares, or           % of the shares outstanding.
 
                                       16
<PAGE>
 
         SELECTED CONSOLIDATED HISTORICAL FINANCIAL AND OPERATING DATA
 
   Our statement of operations data for 1996, 1997 and 1998 and the balance
sheet data as of January 31, 1998 and January 30, 1999 have been derived from
the consolidated financial statements, which have been audited by Arthur
Andersen LLP, independent public accountants, and are included in this
prospectus. Our statement of operations data for fiscal 1994 and 1995 and the
selected balance sheet data as of January 28, 1995, February 3, 1996 and
February 1, 1997 have been derived from our audited consolidated financial
statements which are not included in this prospectus. You should read the data
set forth below together with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the consolidated financial
statements and the notes relating to those statements appearing in the
prospectus.
 
<TABLE>
<CAPTION>
                                          Fiscal Year (a)
                             ----------------------------------------------
                              1994     1995      1996      1997      1998
                                  (in thousands, except per share,
                             number of stores and sales per square foot
                                               data)
<S>                          <C>      <C>      <C>       <C>       <C>
Statement of Operations
 Data:
  Net sales................. $23,471  $54,372  $ 92,563  $123,345  $168,471
  Cost of goods sold,
   including occupancy
   costs....................  17,025   40,972    69,205    89,452   118,153
                             -------  -------  --------  --------  --------
   Gross profit.............   6,446   13,400    23,358    33,893    50,318
  Selling, general and
   administrative expenses..  13,310   21,110    28,732    33,581    46,376
                             -------  -------  --------  --------  --------
   Operating income (loss)..  (6,864)  (7,710)   (5,374)      312     3,942
  Interest income (expense),
   net......................     206     (118)     (649)     (465)   (1,130)
                             -------  -------  --------  --------  --------
   Income (loss) before
    income tax benefit......  (6,658)  (7,828)   (6,023)     (153)    2,812
  Income tax benefit........      --       --        --        --    (6,187)
                             -------  -------  --------  --------  --------
   Net income (loss)........ $(6,658) $(7,828) $ (6,023) $   (153) $  8,999 (b)
                             =======  =======  ========  ========  ========
  Net income (loss) per
   common share:
   Basic.................... $ (1.35) $ (1.55) $  (1.19) $  (0.03) $   1.67 (b)
   Diluted (c)..............   (1.35)   (1.55)    (1.19)    (0.03)     0.51 (b)
  Weighted average shares
   outstanding:
   Basic....................   4,930    5,065     5,068     5,085     5,373
   Diluted (c)..............   4,930    5,065     5,068     5,085    17,776
Store Data:
  Number of stores at end of
   fiscal year..............      16       31        43        52        75
  Total square feet at end
   of fiscal year...........     189      387       538       630       868
  Comparable store sales
   increase (d).............    17.3%     0.3%      4.3%      9.1%      9.9%
  Sales per square foot
   (e)...................... $   245  $   202  $    183  $    203  $    227
  Average sales per store
   (e)......................   2,502    2,382     2,286     2,523     2,746
Operating Data:
  Gross profit margin.......    27.5%    24.6%     25.2%     27.5%     29.9%
  Operating margin (loss)...   (29.2)   (14.2)     (5.8)      0.3       2.3
  Capital expenditures...... $ 5,432  $ 7,377  $  6,276  $  6,420  $  7,309
  Depreciation and
   amortization.............     730    2,115     3,713     5,017     6,859
Balance Sheet Data:
  Inventories............... $11,097  $20,538  $ 24,278  $ 29,822  $ 43,252
  Working capital...........   9,509   15,220    21,599    20,085    25,542
  Total assets..............  25,238   41,393    56,376    59,552    82,141
  Capitalized lease
   obligations, less current
   portion..................     422    2,231     2,620     1,407     2,860
  Total shareholders'
   equity...................  16,535   28,372    38,547    39,219    48,291
</TABLE>
 
                                       17
<PAGE>
 
--------
(a) Our fiscal year consists of 52 or 53 weeks, ends on the Saturday nearest
    January 31 and is named for the calendar year ending closest to that date.
    All fiscal years presented include 52 weeks of operations, except 1995
    which includes 53 weeks.
(b) Net income for 1998 includes a net income tax benefit of $6,187 due to the
    $7,166 benefit recorded for our net operating loss carryforward, partially
    offset by the current year's income tax expense of $979.
(c) Stock options, warrants and preferred stock convertible into common stock
    were excluded from the calculation of diluted net loss per common share for
    1994 through 1997 as they were anti-dilutive due to the losses in each of
    those years.
(d) A store becomes comparable in the 14th full month of store operations.
(e) Based on stores opened for the entire period.
 
                                       18
<PAGE>
 
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
 
   You should read the following discussion and analysis in conjunction with
the "Selected Consolidated Financial Data" and our consolidated financial
statements and the related notes which are included in this prospectus.
 
Overview
 
   Zany Brainy is a rapidly growing specialty retailer of high quality toys,
games, books and multimedia products for children, with 75 stores operating in
19 states as of January 30, 1999. From 1995 to 1998, our net sales grew at a
compound annual growth rate of 45.8%, while our operating income increased from
a loss of $7.7 million to income of $3.9 million. These increases were
principally due to the opening of new stores and comparable store sales growth.
We achieved comparable store net sales growth of 4.3%, 9.1% and 9.9% in 1996,
1997 and 1998 respectively.
 
   We opened our first store in 1991 and embarked on an aggressive store
opening strategy in 1994. We opened 11 stores in 1994, 15 stores in 1995 and 12
stores in 1996; however, our operating results in 1995 and 1996 were
disappointing. At this time we hired our current management team, which
evaluated Zany Brainy's business strategies and reached the following
conclusions:
 
 . sales per store did not materially differ based on store size, but our larger
      stores had higher expenses;
 
 . the clustering of stores in the same markets led, in some instances, to
      significant sales cannibalization;
 
 . our merchandise selection did not include several key product categories and
      was not updated frequently enough;
 
 . we had a poor price image; and
 
 . our marketing efforts did not effectively reach our target customers.
 
   To address these problems, our new management reduced the size of our
prototype store to 10,600 square feet and modified our expansion strategy to
emphasize entering new markets and opening fewer stores in any single market.
We began to update the merchandise in our stores more frequently to attract
repeat customers and added new product categories. We also took steps to
improve our price image by focusing our advertising and in-store communications
on competitive pricing and overall value. Finally, we revised our marketing
strategy by developing an enhanced and enlarged customer database. With the
information provided by this database, we used direct mail to more effectively
target our marketing efforts and expand our customer base. These strategies
have resulted in improved operating results.
 
   With our new prototype store in place, we opened nine stores in 1997 and 23
in 1998, increasing our store base from 43 stores at the end of 1996 to 75
stores at the end of 1998. We plan to open 25 new stores in 1999, two of which
we have already opened, and 25 new stores in 2000.
 
   Over the last three years, we have decreased the average size of the new
stores we have opened from 12,476 square feet for those opened during 1996 to
10,447 square feet for those opened during 1998. As a result, our chain-wide
average store size has decreased. During the same period, our average sales per
store increased from $2.3 million to $2.7 million, and our sales per square
foot increased from $183 to $227. In addition, because smaller stores typically
have lower occupancy costs, our new stores have contributed to improved gross
margins.
 
                                       19
<PAGE>
 
   Our fiscal year includes 52 or 53 weeks, ends on the Saturday closest to
January 31 and is named for the calendar year ending closest to that date. The
fiscal years ended February 1, 1997, January 31, 1998 and January 30, 1999
include 52 weeks. A store becomes comparable in its 14th full month of
operations in order to eliminate grand opening sales distortions.
 
Results of Operations
 
   The following table presents our financial data expressed as a percentage of
net sales and store data for the periods indicated:
 
<TABLE>
<CAPTION>
                                     Fiscal Year
                                  ---------------------
                                  1996    1997    1998
      <S>                         <C>     <C>     <C>
      Net sales.................  100.0 % 100.0 % 100.0 %
      Cost of goods sold(a).....   74.8    72.5    70.1
                                  -----   -----   -----
        Gross profit............   25.2    27.5    29.9
      Selling, general and
       administrative expenses..   31.0    27.2    27.6
                                  -----   -----   -----
        Operating income
         (loss).................   (5.8)    0.3     2.3
      Interest expense, net.....   (0.7)   (0.4)   (0.6)
                                  -----   -----   -----
        Income (loss) before
         income taxes...........   (6.5)%  (0.1)%   1.7 %
                                  =====   =====   =====
      Comparable store sales
       increase (b).............    4.3 %   9.1 %   9.9 %
                                  =====   =====   =====
</TABLE>
--------
(a) Cost of goods sold includes buying, distribution and store occupancy costs.
(b) A store becomes comparable in the 14th full month of store operations.
 
1998 Compared to 1997
 
   Net Sales. Net sales increased by $45.2 million, or 36.6%, to $168.5 million
in 1998 from $123.3 million in 1997. Sales for the 23 stores opened in 1998
contributed $25.7 million of the increase in net sales. Comparable store net
sales increased 9.9% over the prior year and contributed $11.7 million of the
increase in net sales. The growth in comparable store sales was due primarily
to an increase in the number of customer transactions. Stores open prior to
February 1, 1998 but not qualifying as comparable stores contributed $7.8
million of the increase in net sales.
 
   Gross Profit. Gross profit increased by $16.4 million to $50.3 million in
1998 from $33.9 million in 1997. As a percentage of net sales, gross profit
increased to 29.9% in 1998 from 27.5% in 1997. The increase in the gross profit
percentage was primarily attributable to leveraging store occupancy, buying and
distribution costs over a higher revenue base and improved product margins.
 
   Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $12.8 million to $46.4 million in 1998
from $33.6 million in 1997. The dollar increase in such expenses was primarily
attributable to store payroll and corporate expenses associated with the
expansion of our store base and infrastructure in 1998. As a percentage of net
sales, selling, general and administrative expenses increased by 0.4% to 27.6%
of net sales in 1998 from 27.2% of net sales in 1997. This increase was
primarily due to an increase in marketing and promotion and incremental
preopening costs associated with opening 23 stores in 1998 versus nine stores
in 1997, and expenditures for training, loss prevention and internal computer
systems, partially offset by a decrease in store payroll and other selling
costs as a percentage of net sales.
 
                                       20
<PAGE>
 
   Interest Expense, Net. Net interest expense, principally attributable to
borrowings under our credit facility, increased by $665,000 to $1.1 million in
1998 from $465,000 in 1997, due to an increase in the average outstanding loan
balance to $6.4 million in 1998 from $1.5 million in 1997. The increase in
average borrowings in 1998 reflected the opening of 23 new stores and
additional working capital requirements to support those stores.
 
   Income Tax Benefit. In 1998, we recorded a net income tax benefit of $6.2
million due to the $7.2 million benefit recorded for our net operating loss
carryforward, partially offset by the 1998 income tax expense of $979,000. In
previous years, no benefit was recorded with respect to the net operating loss
carry forward because we established a valuation allowance. We reversed the
valuation allowance based on management's assessment that it is more likely
than not that our net deferred tax assets will be realized through future
taxable earnings.
 
1997 Compared to 1996
 
   Net Sales. Net sales increased by $30.7 million, or 33.3%, to $123.3 million
in 1997 from $92.6 million in 1996. Sales for the nine stores opened in 1997
contributed $14.8 million of the increase in net sales. Comparable store net
sales increased 9.1% over the prior year and contributed $7.9 million of the
increase in net sales. We believe the increase in comparable store sales in
1997 was primarily the result of an increase in the size of our average
customer transaction. Stores open prior to 1997 but not qualifying as a
comparable store contributed $8.0 million of the increase in net sales.
 
   Gross Profit. Gross profit increased by $10.5 million to $33.9 million in
1997 from $23.4 million in 1996. As a percentage of net sales, gross profit
increased to 27.5% in 1997 from 25.2% in 1996. This increase was primarily due
to increases achieved in product margins, as well as a reduction in store
occupancy and buying costs as a percentage of net sales.
 
   Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $4.9 million to $33.6 million in 1997 from
$28.7 million in 1996. The dollar increase in such expenses was primarily
attributable to store payroll and other selling expenses associated with the
opening of nine stores in 1997. As a percentage of net sales, selling, general
and administrative expenses decreased by 3.8% to 27.2% of net sales in 1997
from 31.0% of net sales in 1996. This decrease was primarily due to lower store
payroll and corporate expenses as a percentage of sales.
 
   Interest Expense, Net. Net interest expense, principally attributable to our
credit facility, decreased by $184,000 to $465,000 in 1997 from $649,000 in
1996.
 
Quarterly Results of Operation and Seasonality
 
   The following table presents certain unaudited results of operations for our
eight fiscal quarters ending January 30, 1999. The unaudited quarterly
information includes all normal recurring adjustments which we consider
necessary for a fair presentation of the information shown. We do not believe
that these quarterly results are necessarily indicative of future results.
 
 
                                       21
<PAGE>
 
<TABLE>
<CAPTION>
                                       1997                                   1998
                          -------------------------------------  -------------------------------------
                           First    Second     Third    Fourth    First    Second     Third    Fourth
                          Quarter   Quarter   Quarter   Quarter  Quarter   Quarter   Quarter   Quarter
                          -------   -------   -------   -------  -------   -------   -------   -------
                                              (dollars in thousands)
<S>                       <C>       <C>       <C>       <C>      <C>       <C>       <C>       <C>
Net sales...............  $22,382   $21,943   $23,446   $55,574  $27,452   $29,654   $30,661   $80,704
 As a % of full year....     18.1 %    17.8 %    19.0 %    45.1%    16.3 %    17.6 %    18.2 %    47.9%
Gross profit............  $ 5,252   $ 4,992   $ 6,331   $17,318  $ 7,315   $ 7,544   $ 8,590   $26,869
 As a % of full year....     15.5 %    14.7 %    18.7 %    51.1%    14.5 %    15.0 %    17.1 %    53.4%
 As a % of net sales....     23.5      22.8      27.0      31.2     26.6      25.4      28.0      33.3
Operating income
 (loss).................  $(2,420)  $(2,677)  $(1,916)  $ 7,325  $(2,344)  $(4,048)  $(3,485)  $13,819
 As a % of net sales....    (10.8)%   (12.2)%    (8.2)%    13.2%    (8.5)%   (13.7)%   (11.4)%    17.1%
Number of stores:
 Opened during period...        2         1         5         1        1         4         8        10
 Open at end of period..       45        46        51        52       53        57        65        75
Comparable store sales
 increase...............      9.5 %     8.2 %     7.0 %    10.4%     6.8 %    13.4 %     9.1 %    10.0%
</TABLE>
 
   We have experienced, and we expect to continue to experience, substantial
seasonal fluctuations in our sales and operating results, which is typical of
many retailers. This is primarily due to the Christmas holiday shopping season
as well as the contribution of new stores opened during the year. We have
historically experienced net operating losses in the first three quarters of
each year, which we expect to continue. In addition, the timing of new store
openings and related preopening expenses and the revenue contributions of new
and existing stores may cause our quarterly results to fluctuate.
 
Liquidity and Capital Resources
 
   Our main sources of liquidity have been cash flows from operations,
borrowing under our credit facilities and proceeds from equity financings. We
require cash principally to finance capital investment in new stores, new store
inventories and seasonal working capital. We opened 12 stores in 1996, nine
stores in 1997 and 23 stores in 1998.
 
   Cash flows provided by our operating activities were $5.4 million in 1998,
compared to $3.5 million in 1997. Cash flows provided by operating activities
in 1998 were primarily from net income, adjusted for depreciation and
amortization and the deferred portion of the income tax benefit, and an
increase in accounts payable partially offset by an increase in inventories.
Cash provided by operating activities in 1997 reflects increases in payables,
accrued liabilities and depreciation and amortization partially offset by an
increase in inventories. Cash flows used in operating activities were $2.7
million in fiscal 1996 primarily due to a loss of $6.0 million offset by the
impact of depreciation and amortization.
 
   Cash used in investing activities in 1998 was $7.3 million, compared to $6.4
million in 1997 and $6.3 million in 1996. Our cash used in investing activities
primarily represents our capital expenditures in opening new stores and
continued infrastructure development.
 
   Cash used in financing activities in 1998 was $1.4 million and $782,000 in
1997. Cash provided by financing activities was $15.2 million in 1996. Over the
last three years our primary financing activities have involved borrowings and
repayments under our credit agreement and sales of equity securities. Cash used
in financing in 1997 and 1998 was primarily from the repayment of capital
leases partially offset in 1997 by proceeds from the exercise of warrants. Our
cash provided by financing activities in 1996 was from the sale of $16.2
million of preferred stock.
 
   Our principal use of operating cash is to purchase inventory for our stores.
Our need for working capital to purchase inventory is reduced by supplier
credit terms that allow us to finance a portion of our purchases.
 
                                       22
<PAGE>
 
   Our primary long-term capital requirement is for the opening of new stores.
We lease all of our stores. We currently expect to open 25 stores in 1999, two
of which we have already opened, and an additional 25 stores in 2000. The
average net cost of opening a store in 1998 was approximately $780,000. This
amount included approximately $310,000 of inventory, net of accounts payable,
$360,000 for leasehold improvements and fixtures, net of landlord allowances,
and $110,000 for pre-opening expenses. We expense our pre-opening expenses as
they are incurred. Our actual cost to open new stores varies widely and depends
on factors such as the extent and expense of required construction, changes in
store format and any landlord allowances.
 
   We estimate that capital expenditures for 1999 will be approximately $17
million. We intend to use these funds primarily to develop new stores, enhance
our management information systems and purchase fixtures and equipment for our
new distribution facility.
 
   We currently have a credit facility that provides for revolving loans in an
aggregate outstanding principal amount of up to $35 million, including up to
$7.5 million in the form of letters of credit, with an option to increase the
total available to $60 million under certain conditions. The actual
availability under our credit facility is limited to a seasonally-based
calculation of 55% to 65% of our eligible inventory, less any letters of credit
outstanding. At January 30, 1999, the total borrowing limit, including letters
of credit, was $22.1 million. At March 15, 1999, $11.8 million of borrowings
and $830,000 of letters of credit were outstanding. Interest on outstanding
indebtedness under the revolving credit facility accrues at the lender's prime
commercial lending rate or, if we elect, at LIBOR plus 2.5%. Our obligations
under the loan agreement are secured by interests in substantially all of our
personal property, including, our accounts receivable, inventories, equipment,
machinery, contract rights and chattels. The credit facility matures on October
8, 2000. We use our credit facility to meet our seasonal working capital
requirements.
 
   The credit facility contains a tangible net worth covenant and other
restrictions regarding our ability to merge, consolidate or acquire non-
subsidiary entities, make loans, incur debts or liens, pay cash dividends, or
engage in substantial asset sales. As of January 30, 1999, we were in
compliance with the terms of the credit facility.
 
   At January 30, 1999, we had a deferred tax asset of $5.7 million for net
operating loss carryforwards which is available for use in future periods.
 
   We believe that cash flow from operations, funds available under our credit
facilities and the net proceeds from this offering will be sufficient to
satisfy our capital requirements for at least the next 12 months.
 
Year 2000 Compliance
 
   Zany Brainy is conducting a comprehensive review of its computer systems and
other microprocessor -based equipment to identify how we may be affected by the
Year 2000 issue. The Year 2000 issue results from the writing of computer
programs using two digits, rather than four, to define the applicable year. As
a result, commencing in 2000, date-sensitive software may recognize a date
using "00" as 1900 rather than 2000. This could result in a systems failure or
miscalculations causing disruptions of operations, including a temporary
inability to receive shipments, process financial information, process credit
card transactions, deliver products or engage in other normal business
activities.
 
                                       23
<PAGE>
 
 Our Year 2000 Readiness
 
   Information Technology Systems. Our core business is run on an enterprise
software system, Software For Retailers (SFR). The functions supported by SFR
include buying, replenishment, physical distribution, general ledger and
payables. SFR is a product from Creative Data Systems (CDS), a subsidiary of
Sterling Software. CDS has recently discontinued operations. We currently run
our systems on version 6.5, which is not Year 2000 compliant, but we anticipate
completing our upgrade to version 7.0, which is Year 2000 compliant, by the end
of the first quarter of 1999. We have completed the plans for testing and
implementing version 7.0 and have engaged consultants who are former employees
of CDS and experienced in version 7.0 upgrades, to assist with our upgrade. We
are currently testing version 7.0.
 
   Late in 1998, we agreed to purchase new enterprise software from JDA
Software. This software will replace SFR for all of the functional areas
currently served by SFR. This software has been certified Year 2000 compliant
by the Information Technology Association of America and runs on IBM AS400
hardware which has been certified by IBM to be Year 2000 compliant. We intend
to have the conversion process completed and ready for implementation by the
third quarter of 1999. However, given the increased business volume during the
Christmas season, we have decided to defer implementation until after the
Christmas selling season. In the event the SFR system fails to operate on
January 1, 2000, we believe we will be positioned to implement the Year 2000
compliant JDA software.
 
   Our in-store systems consist of two application suites and a common
Microsoft NT server network which is Intel based. The application suites are
supplied by ICL Retail, Inc., and provide point-of-sale (POS) and store
inventory systems (SIS) support for store management functions. The POS and SIS
software are not Year 2000 compliant. We are engaged in a project with ICL that
is designed to achieve Year 2000 compliance by the third quarter of 1999.
 
   Due to potential compatibility issues, we plan to upgrade the Microsoft NT
operating systems in all stores. The new operating system has been certified by
Microsoft to be Year 2000 compliant. Our store register hardware is not Year
2000 compliant. We are engaged in a project with ICL that is designed to
achieve Year 2000 compliance by the third quarter of 1999.
 
   We have developed a project plan and resources to fully assess the ICL
application suites, register, server, SIS workstation hardware, our email
applications, our software demonstration stations and certain Microsoft tools
used with some of the applications. We plan to have our store systems achieve
Year 2000 compliance for both software and hardware in the third quarter of
1999.
 
   Non-Information Technology Systems. Non-information technology systems
include the security systems in our stores, headquarters and distribution
centers, faxes and voicemail. Based on our assessment of these systems, we have
determined that these systems do not raise Year 2000 issues.
 
   Significant Third Party Relationships. We have initiated formal
communications with our significant suppliers to determine our vulnerability if
these third parties fail to remedy their own Year 2000 problems. We believe
that Year 2000 issues faced by our key suppliers, credit card processors and
telecommunications providers, if not effectively remediated, could adversely
affect our business. We are not currently able to assess the scope of such
issues as they may affect these suppliers and providers or the effect of such
issues on us.
 
                                       24
<PAGE>
 
 Possible Consequences of Year 2000 Issue
 
   If store systems should cease to operate on January 1, 2000, we have several
options available to continue to process sales and receipts in our stores. In a
worst case scenario, the existing disaster procedure to hand-write receipts
would be put into place. The receipt of purchase orders and transfers would
also be recorded manually. If the situation were a result of the registers' and
servers' failure to recognize the new year, the capability exists to set the
system dates back to 1999 and continue to process sales transactions. Sales
receipts would need to be date stamped by hand. Additional effort would be
required to ensure sales and receipt data is subsequently processed correctly.
This would require incremental manual intervention. While the cost of manual
intervention would not be material, our store operations would be materially
adversely affected.
 
   In addition, the failure to successfully upgrade to SFR version 7.0 or to
implement the new JDA system could disrupt the movement of inventory into and
out of our distribution center and our ability to transfer inventory to our
stores. This could adversely affect our ability to supply merchandise on a
timely basis, and therefore our revenues.
 
   If our telecommunications and credit card processing service providers are
not Year 2000 compliant on a timely basis, our operations could be materially
adversely affected. If our telecommunications providers are not compliant, we
would be required to migrate our service to a compliant vendor. If our credit
card processor is not compliant, we would be required to approve and settle
credit requests manually.
 
 Anticipated Costs of Year 2000 Compliance
 
   We have incurred approximately $15,000 in costs associated with Year 2000
issues. The total cost associated with modifications, upgrades and/or
replacements to become Year 2000 compliant is not expected to be material to
our financial position. We currently estimate that we will incur costs of
approximately $215,000 relating to Year 2000 compliance.
 
 Lack of Contingency Plans
 
   We have not developed a formal contingency plan. If Year 2000 problems are
discovered, we will address these issues as they occur.
 
Inflation
 
   We do not believe that inflation has had a material effect on our financial
position or results of operations during the past three years. However, we
cannot predict the future effects of inflation.
 
                                       25
<PAGE>
 
                                 OUR BUSINESS
 
   Zany Brainy is a leading and rapidly growing specialty retailer of high
quality toys, games, books and multimedia products for kids. We are a
different kind of toy store with a unique product mission and a passionate
commitment to our customers. We believe that learning should be fun. We sell
over 15,000 products that entertain, educate and spark the imaginations of
children up to 12 years of age. Zany Brainy 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.
 
   We opened our first store in Wynnewood, Pennsylvania in 1991. The current
management team assumed leadership during 1995 and 1996. This team refined our
store model and operating strategies and, starting in 1997, accelerated our
store growth. We opened 23 new stores last year and, as of March 15, 1999,
Zany Brainy operated 77 stores in 19 states. We plan to add 25 stores in 1999,
two of which we have already opened, and 25 stores in 2000. Our sales grew
36.6% in 1998 to $168.5 million and we experienced comparable store sales
growth of 9.1% in 1997 and 9.9% in 1998.
 
Our Strategies
 
   Our goals are to establish Zany Brainy as the leading specialty retailer of
high quality toys, games, books and multimedia products for kids and to build
Zany Brainy into a national brand that represents the "best stuff for kids."
The key elements of our growth and operating strategies to achieve these goals
include:
 
 Pursue Store Expansion Program
 
   We believe that Zany Brainy has nationwide appeal and significant new store
expansion opportunities over the next several years. We anticipate opening 25
stores in 1999, two of which we have already opened, and 25 stores in 2000.
Our expansion strategy is to continue to open new stores in markets where we
believe we can become the dominant retailer of high quality toys, games, books
and multimedia products for children as well as to open more stores in our
existing markets. In 1999, we plan to open 14 stores in new markets and to
open 11 stores in existing markets.
 
 Increase Sales Productivity of Existing Store Base
 
   We are committed to increasing productivity in existing stores through the
following initiatives:
 
  . frequently updating our merchandise presentation and selection to attract
    repeat customers;
 
  . utilizing advertising to attract and retain customers and expand consumer
    awareness of our brand;
 
  . continuing to invest in the training of sales associates; and
 
  . further improving our in stock position and speed-to-market with new
    products by upgrading our distribution and management information systems
    infrastructure.
 
 Offer a Unique Merchandise Mix
 
   We strive to carry a product selection that addresses the needs of our
customers and which meaningfully differs from that of our competitors. We
believe that our selection represents a comprehensive offering for customers
seeking products that enable their children to have fun while
 
                                      26
<PAGE>
 
learning. We do not sell products that we believe are inconsistent with our
mission, such as toys that may reinforce gender stereotypes or encourage
violence. In addition, we generally do not offer TV-promoted, mass marketed
items. Excluding books and multimedia, we believe that less than 30% of the
stock keeping units that we carry are available at Toys "R" Us. We seek to keep
our merchandise selection new and exciting, and to satisfy our customers'
changing preferences. Accordingly, we seek to update at least 20% of our
merchandise each year. To further differentiate our merchandise selection, we
work closely with several specialty suppliers to secure exclusive product or
licensing arrangements.
 
 Provide Exceptional Customer Service
 
   We believe that our high level of service differentiates the shopping
experience at our stores, enables us to attract customers and creates customer
loyalty and trust. We actively recruit educators, child care providers and
back-to-work parents as sales associates because we believe they have a respect
and affection for children and an appreciation of how children learn through
play. Our employees participate in an extensive training program and learn to
proactively assist our customers in selecting products. In addition, we staff
our stores with book, multimedia and other specialists who have an in-depth
knowledge of their specific areas. We also provide convenient services, such as
free gift wrapping and shipping at cost.
 
 Provide a Destination Store Environment
 
   We design our stores to be a destination for both children and adults to
enjoy free fun every day. We offer daily, in-store events such as mini-
concerts, story time, face-painting, character appearances and a summer reading
club. We provide a hands-on shopping experience and encourage children to play
with our products in the store. Our "kid-friendly" stores are colorful,
welcoming and exciting with attractive carpeting and designated play areas
located throughout the store.
 
Industry and Competition
 
   We believe that the market for our product categories was approximately $14
billion in 1998. However, we do not sell some of the products included in these
categories because they are inconsistent with our product mission or
inappropriate for children 12 years and under.
 
   The toy retailing market is comprised of:
 
  . mass market retailers, including superstores such as Toys "R" Us and
    discounters such as Wal-mart and Target;
 
  . smaller format specialty educational and creative toy and game retailers
    such as Noodle Kidoodle and LearningSmith;
 
  . non-toy specialty retailers, such as traditional book, music, video and
    software retailers;
 
  . internet-only retailers; and
 
  . a variety of other retailers offering a subset of our products including
    card and gift shops, craft stores and department stores.
 
   The mass market retailers have traditionally offered a broad range of
products with a particular focus on TV-promoted products. We believe that mass
market retailers' emphasis on these products, combined with the impersonal
environment and reduced service levels typical of a large format superstore,
limits their ability to meet the needs of our customers.
 
                                       27
<PAGE>
 
   Some of the smaller format specialty educational and creative toy and game
retailers offer products similar to ours. However, we generally operate larger
stores, which enables us to carry a wider product assortment. In addition, some
of these competitors supplement their product offering with items that we
believe are inconsistent with our mission to sell the "best stuff for kids."
Moreover, we provide a broader program of special events than these
competitors.
 
   Many non-toy speciality retailers, such as traditional book and software
retailers, offer an extensive selection of products in specific categories.
However, we believe our comprehensive merchandise offering of toys, games,
books and multimedia products for kids satisfies our customers' need for a
variety and selection of products. Internet-only retailers provide customers
with an on-line shopping forum. We believe we differentiate ourselves from
internet competitors by providing a high level of customer service and a "kid
friendly" environment in which children are encouraged to see, touch and play
with our products.
 
Our Merchandising Approach
 
   We believe that our customers trust us to provide high quality merchandise
for kids at the right price. We carefully select products that encourage
children's educational, emotional or physical development. We do not sell
products that we believe are inconsistent with our mission, such as toys that
reinforce gender stereotypes or encourage violence. In addition, we generally
do not offer TV-promoted, mass marketed items. We believe that this
merchandising philosophy has enabled us to earn the confidence, loyalty and
trust of our customers.
 
 Our Distinctive Merchandise Selection
 
   We purchase over 15,000 stock keeping units from more than 400 suppliers in
20 different countries. While our products generally range in price from less
than one dollar up to $200, the average price paid for a single product is less
than $10. We present our merchandise across 11 product categories to satisfy a
broad spectrum of customer needs. Our extensive selection of merchandise
includes:
 
<TABLE>
<CAPTION>
Category                               Description
--------                               -----------
<S>                                    <C>
Toys and Games
  Brainy Games and Puzzles.........    Board games and puzzles.
  Bright Start.....................    Toys for ages up to three.
  Creativity.......................    Arts and crafts supplies and kits.
  Good Sports......................    Indoor and outdoor sport-theme toys.
  Kidtronics.......................    Electronic learning aids and musical
                                       instruments.
  Let's Pretend....................    Pretend play, dress up and doll houses.
  Our Planet.......................    Science-related toys.
  Plush and Dolls..................    Stuffed animals and dolls.
  Young Builders...................    Building toys and trains.
Books..............................    Extensive selection of over 7,000 titles.
Multimedia.........................    Software, audio and video.
</TABLE>
 
   We regularly offer numerous limited distribution, innovative products. In
many cases, we have worked with suppliers to first introduce their products in
our stores. We believe many manufacturers of specialty products do not sell
their products through discounters or mass market retailers. To further
differentiate our merchandise offering, we also work closely with several
specialty suppliers to secure exclusive product or licensing arrangements. We
also supplement our merchandise offering
 
                                       28
<PAGE>
 
with our own product development efforts. We sell our private label products
under such brand names as "Ready, Set, Grow!" and "Kidstruments."
 
 Our Competitive Pricing
 
   We generally position ourselves to be competitive in price, but we do not
attempt to be the discount leader in a given market. We do, however, maintain a
policy of matching our competitors' advertised prices.
 
Store Operations
 
 Our Store Design
 
   We design our stores to be bright, colorful and inviting for children and
adults. Our current store prototype is 10,600 square feet and contains 11 major
categories of products. Large banners with unique graphics identify each of
these categories to enable customers to find specific items quickly. Our stores
are fully carpeted and have low shelving to encourage children to see, touch
and play with our products. Departments are located around the perimeter of the
store in a "racetrack" style to promote browsing and impulse sales. We have a
play center in the middle of our stores that is surrounded with large red
pillars so children can locate it easily. We also provide seating in the play
center so adults can comfortably play with their children. We typically locate
our Zany Showtime Theater, which is used to show the latest video releases,
adjacent to the play center so we can combine the two spaces to accommodate
larger special events. A reading area is situated next to our book department,
and software demonstration stations are placed near our multimedia department
to encourage sampling of these items.
 
                             [Store layout graphic]
 
 Our Store Associates
 
   We strive to complement our innovative store design with superior customer
service to provide an enjoyable shopping experience. We believe our prompt,
knowledgeable and enthusiastic service fosters the confidence and loyalty of
our customers and differentiates us from our competitors. We actively recruit
educators, child care providers and back-to-work parents as store employees
because we believe that these people are most likely to have a respect and
affection for children, and an appreciation of how children learn through play.
Because we consider customer relations and product
 
                                       29
<PAGE>
 
knowledge to be critical components of our merchandising strategy, we emphasize
product and customer service training. Our sales associates receive
approximately 25 hours of training within their first month of employment and
are tested before they are designated a "Certified Kidsultant." We train our
sales associates to proactively advise customers on product features, benefits
and age-appropriateness.
 
   In addition, some of our sales associates receive supplemental training to
become specialists in various areas including books, multimedia and events. We
also provide an abbreviated form of training for seasonal employees. Once a
year, all store managers attend a "Play Day" where they are introduced to and
trained in the features and benefits of various new products. The store
managers then train our sales associates in these products.
 
   Our stores are typically staffed with a general manager, three assistant
managers, four specialists, and a varying number of part-time sales associates,
depending on store volume and time of year. A general manager and three
assistant managers, who may be specialists, typically manage each store, and
are responsible for building relationships within the community. The operations
of each store are supervised by one of 11 district managers who each in turn
report to one of three regional managers. Each regional manager reports to the
vice president of stores.
 
   Zany Brainy stores are open seven days a week, generally from 10:00 a.m. to
9:00 p.m. Monday through Saturday and 11:00 a.m. to 6:00 p.m. on Sunday.
 
Store Locations
 
   We select geographic markets and store sites on the basis of demographic
information, quality and nature of co-tenants store visibility and
accessibility. Key demographics include population density, household income,
the number of households with children and education level. We locate our
stores primarily in suburban strip or power centers as well as in selected
free-standing locations. We typically seek sites with co-tenants that are
strong, destination and lifestyle-oriented retailers such as Borders, Old Navy,
PETsMART, Bed, Bath & Beyond or upscale supermarkets.
 
                                       30
<PAGE>
 
   The map and store list below present the stores we operate as of March 15,
1999:
 
                 [Map of United States showing store locations]
 
 
     Pre-1995 Openings
--------------------------
                      Sq.
    City, State     Footage
------------------- -------
Wilmington, DE       8,400
Marietta, GA        12,500
Sandy Springs, GA   13,500
Annapolis, MD       12,045
Columbia, MD        12,000
Rockville, MD       12,368
East Brunswick, NJ  12,000
Mount Laurel, NJ    10,208
Wayne, NJ           13,500
Jenkintown, PA      12,460
Lancaster, PA       12,150
Newtown, PA         10,846
Strafford, PA        8,500
Wynnewood, PA       10,875
Fairfax, VA         13,801
Sterling, VA        12,421

1996 Openings
---------------------------
                      Sq.
City, State         Footage
------------------  -------
Naperville, IL      12,481
Oak Brook, IL       12,996
Orland Park, IL     13,614
Durham, NC          13,010
Raleigh, NC         12,701
Marlton, NJ         15,520
Edison, NJ          14,000
Springfield, NJ     12,530
Akron, OH           10,052
Columbus, OH        12,015
Mayfield Heights,
 OH                  9,556
Fairless Hills, PA  11,236*


      1998 Openings
---------------------------
                      Sq.
   City, State      Footage
------------------  -------
Brea, CA            10,350
Concord, CA         10,500
Mission Viejo, CA   11,116
Montclair, CA       10,816
Newport Beach, CA   10,876
Orange, CA          10,644
Pasadena, CA        10,600
San Mateo, CA       10,687
Valencia, CA        10,081
Overland Park, KS   10,600
Lexington, KY       12,850
Gaithersburg, MD    10,500
Ballwin, MO         10,600
Brentwood, MO       10,418
Scarsdale, NY        9,207
Winston-Salem, NC    8,249
Columbus, OH        10,600
Cool Springs, TN    10,650
Brentwood, TN       10,088
Fredericksburg, VA   8,039
Redmond, WA         10,479
Tukwila, WA         11,200
Brookfield, WI      11,122
-----------------------------------------
Average Sq.
Footage...........  12,476

      1997 Openings
---------------------------
                      Sq.
   City, State      Footage
------------------  -------
Birmingham, AL      10,000
San Diego, CA       10,500
Thousand Oaks, CA   10,440
Torrance, CA        10,500
Indianapolis, IN    10,016
Louisville, KY      11,841
Charlotte, NC       12,500
Madison, WI         10,000
Milwaukee, WI        9,885
-----------------------------------------
Average Sq.
 Footage........... 11,723
       1995 Openings
--------------------------

                      Sq.
    City, State     Footage  
------------------- -------
Alpharetta, GA      13,582
Marietta, GA        11,100*
Norcross, GA        15,001
Northbrook, IL      15,058
Schaumburg, IL      15,000
Wheaton, IL         12,499     
Eatontown, NJ       13,044     
Princeton, NJ       11,372     
Warrington, PA      12,500     
Huntingdon Valley,             
 PA                 12,500     
Bailey's                       
 Crossroads, VA     13,329     
Woodbridge, VA      12,593     
Fairfax, VA         12,814     
Reston, VA          12,716     
Springfield, VA     12,000     
-----------------------------------------
Average Sq.
 Footage..........  10,631

-----------------------------------------
Average Sq.
 Footage........... 13,007

 Average Sq.                 
  Footage..........  10,447 
       1999 Openings        
 ---------------------------

                       Sq.  
    City, State      Footage
 ------------------  -------
 Dublin, CA          10,500 
 Huntington Beach,          
  CA                 10,625  
--------                                           
*Excludes square footage licensed to a third party.
                                                   
                                       31           
<PAGE>
 
Marketing
 
 Advertising
 
   We use direct mail and newspaper advertising to promote Zany Brainy products
and increase awareness of our stores and brand. We primarily rely on direct
mail advertising, which allows us to capitalize on our growing, internally-
generated database. A variety of direct mail pieces, including our large, color
"Zany Zone" catalog, are mailed throughout the year to both current and
prospective customers. We also use full color newspaper inserts for broader
consumer reach during our peak selling periods. We advertise most heavily
during the Christmas holiday and back-to-school seasons. Our suppliers
contribute to some of our advertising costs through co-op advertising.
 
   We use grand opening events to create traffic in new stores and to introduce
Zany Brainy to the community. Through a combination of advertising promotions,
public relations efforts and community outreach activities, we seek to generate
strong opening weekend sales, significant media exposure and community
involvement with Zany Brainy. For example, we design our grand opening events
to enable our store employees to initiate relationships with children-focused
organizations such as schools, museums, zoos and daycare centers.
 
 Free Fun Every Day
 
   The Zany Brainy store environment and special events program are integral
parts of our marketing strategy. We believe they provide an exciting shopping
and learning experience for kids and adults. Our stores always feature several
interactive areas, including play centers and software demonstration stations.
In addition, we show movies throughout the day at our Zany Showtime Theater. We
publish a monthly calendar of free events for our stores. Each of our stores
hosts regular daily activities for kids, including creative arts and crafts
activities, character and author appearances and mini-concerts by nationally
known children's performers. In order to enhance customer loyalty, we
established a summer reading club in 1993. In 1998, the summer reading club had
approximately 26,000 members. The National Geographic Society and America
Online are among the organizations that have sponsored our summer reading club.
We believe that these activities create an enjoyable shopping experience and
strengthen our position as a family-oriented destination store.
 
Purchasing and Suppliers
 
   We purchase merchandise from over 400 suppliers in 20 different countries.
We believe that our buying power and ability to make centralized purchases
enable us to acquire products on favorable terms.
 
   In mid-1998, we entered into a relationship with Ingram Books to be our
principal book distributor. We believe that this arrangement provides a
comprehensive, cost-effective alternative to purchasing books from multiple
publishers and distributors. In addition, Ingram ships directly to each of our
stores, improving our in-stock position and ensuring that we carry current,
popular titles.
 
   Additionally, we host vendor-supported in-store programs to increase
customer product knowledge in a friendly, hands-on environment. For example, we
periodically schedule "Young Builders Days," when representatives from
suppliers provide children with the opportunity to play with and learn about
their products.
 
 
                                       32
<PAGE>
 
   Our central buying staff is comprised of one vice president, two divisional
merchandise managers and seven buyers, each of whom is responsible for
purchasing selected categories of our products. Our buyers generally have
extensive purchasing experience with major toy or other speciality retailers.
We also maintain an in-house private label product development team that
develops products which are unique to Zany Brainy and offer higher profit
margins. In addition, we have a merchandise planning team that manages
inventory levels and the flow of merchandise through our stores. This team
works closely with our buying staff to react quickly to sales trends and
improve in stock levels at our stores.
 
Distribution
 
   We currently operate two distribution centers in Delaware that contain in
the aggregate approximately 180,000 square feet. Approximately 80% of our
products are distributed through these facilities and the balance is shipped to
the stores directly by the manufacturer or supplier. Our automated inventory
replenishment system optimizes the inventory levels at each of our stores. This
computerized system retrieves sales information from our stores, enabling us to
pick, price and ship products to each of our stores on a weekly basis. This
method of allocation and distribution improves our operating performance by
reducing overall inventory costs while maintaining high in stock percentages.
 
   After analyzing our distribution facilities and systems in light of our
anticipated growth, we decided to close our two existing distribution centers
and consolidate distribution center operations in a new 250,000 square foot
facility in Swedesboro, New Jersey. This transition is scheduled to occur in
the summer of 1999. The new distribution center will be automated to reduce
labor expenses. We also plan to implement a new warehouse management system as
part of the JDA software installation that we anticipate completing in early
2000. This more sophisticated system should enable us to accept smaller but
more frequent deliveries from suppliers, reducing inventory in the distribution
center and stockouts at our stores.
 
Management Information Systems
 
   Our management information systems include a business-wide software package,
Systems for Retailers (SFR), that supports our major back-office functions,
including buying, replenishment, physical distribution, general ledger and
payables. In late 1998, we agreed to purchase a more sophisticated software
package from JDA Software, Inc. (JDA) to replace SFR. JDA will support the same
business functions as SFR, but it also includes forecasting capabilities and
more advanced replenishment and trend algorithms. We believe the implementation
of JDA, which we anticipate completing in the second quarter of 2000, will
further increase our operating efficiencies.
 
   At the store level, we utilize a point-of-sale system to capture sales
transactions that includes a price look-up, UPC scanning, check and credit
authorization and zip code capture. Our store systems interface with our
business-wide software system to automatically replenish inventory, by stock
keeping unit, to each store. We also analyze this information to tailor our
merchandise assortment, determine markdowns, generate forecasts and evaluate
product and supplier performance.
 
Proprietary Rights
 
   To protect our proprietary rights, we generally rely on copyright, trademark
and trade secret laws, confidentiality agreements with employees and third
parties and license agreements with
 
                                       33
<PAGE>
 
consultants and suppliers. Each of "Zany Brainy," "A Zillion Neat Things for
Kids," "Zany Zone" and "Price Chomper" has been registered as a service mark
and/or trademark with the United States Patent and Trademark Office. In
addition, we have numerous pending applications for trademarks.
"ZanyBrainy.com" has also been registered as an internet domain name.
 
Employees
 
   As of January 30, 1999, we employed over 2,000 employees, 729 of whom were
employed full-time. We also employ additional personnel during peak selling
periods. We consider our relationships with our employees to be good. None of
our employees are covered by collective bargaining agreements.
 
Properties
 
   Our corporate headquarters are located at 308 East Lancaster Avenue in
Wynnewood, Pennsylvania, where we lease approximately 36,000 square feet. Our
lease expires June 30, 1999. We plan on relocating our corporate headquarters
to King of Prussia, Pennsylvania in June 1999 to increase our office space to
approximately 52,000 square feet. We have an option to lease another 10,000
square feet in the new location. The lease has an initial term of ten years
with two five-year renewal options.
 
   We also currently lease two distribution centers: one in New Castle,
Delaware consisting of approximately 120,000 square feet, and one in Newark,
Delaware consisting of approximately 60,000 square feet. These leases will
expire in April 1999 and March 2000. We plan on closing our two distribution
centers and consolidating into one facility in Swedesboro, New Jersey in June
1999. The lease for the distribution center in New Castle will be assumed by
our new landlord following our occupancy of the new facility in Swedesboro. The
new distribution center consists of approximately 250,000 square feet, and we
have an option to expand the distribution center by a minimum of 100,000 and up
to 250,000 square feet. The new distribution center lease has an initial term
of five years with two five-year renewal options.
 
   We lease all of our stores. Initial lease terms are generally for ten years,
and most leases contain multiple five-year renewal options. We generally select
a new store site 6-18 months before its opening. Our stores are primarily in
suburban strip or power shopping centers as well as in selected free-standing
locations. As of March 15, 1999, we had 21 signed leases for planned stores in
1999, two of which we have already opened, and two signed leases for planned
stores in 2000.
 
Legal Proceedings
 
   We are from time to time involved in litigation that we believe ordinarily
accompanies a retail business. We do not believe that any of our pending or
threatened litigation will result in an outcome that would materially affect
our business.
 
                                       34
<PAGE>
 
                                  MANAGEMENT
 
Executive Officers and Directors
 
   Our executive officers and directors are:
 
<TABLE>
<CAPTION>
Name                       Age                     Position
----                       ---                     --------
<S>                        <C> <C>
Keith C. Spurgeon.........  44 Chairman of the Board and Chief Executive Officer
Thomas G. Vellios.........  44 President
Robert A. Helpert.........  55 Chief Financial Officer, Secretary and Treasurer
Phillip Cohen.............  56 Director
C. Donald Dorsey..........  57 Director
Robert A. Fox.............  69 Director
Gerald R. Gallagher.......  57 Director
Henry Nasella.............  52 Director
Yves B. Sisteron..........  43 Director
David V. Wachs............  72 Director
</TABLE>
 
   The current executive officers and directors, along with their backgrounds,
are set forth below:
 
   Keith C. Spurgeon has served as our Chairman of the Board and Chief
Executive Officer since January 1998. He served as our President and Chief
Executive Officer from June 1996 to January 1998. Prior to joining us, Mr.
Spurgeon was at Toys "R" Us for over ten years where he served in various
capacities, most recently as Vice President for Asia and Australia.
 
   Thomas G. Vellios has served as our President since January 1998. He joined
Zany Brainy in November 1995 as Executive Vice President of Merchandising and
Marketing. Prior to joining us, Mr. Vellios was at Caldor, Inc. for nine
years, where he served in various capacities, most recently as Senior Vice
President and General Merchandise Manager.
 
   Robert A. Helpert has served as our Chief Financial Officer, Secretary and
Treasurer since May 1995. Prior to joining us, from February 1994 to May 1995,
Mr. Helpert was the Executive Vice President and Chief Financial Officer for
Trans World Entertainment Corporation. Prior to joining Trans World, from 1988
to 1994, he was President and Chief Operating Officer of W.H. Smith, Inc.
 
   Phillip Cohen has served as one of our directors since January 1993. Mr.
Cohen is currently the Chairman of Chelsea House Publishing Company and The
Main Line Book Company, positions he has held for more than five years.
 
   C. Donald Dorsey has served as one of our directors since June 1994. Mr.
Dorsey has served as Executive Vice President of PETsMART, Inc. since 1994.
From 1989 to February 1997 and November 1997 to March 1998, Mr. Dorsey also
served as PETsMART's Chief Financial Officer.
 
   Robert A. Fox has served as one of our directors since January 1993. Mr.
Fox is the President of R.A.F. Industries, Inc. and affiliates, diversified
manufacturing, distribution and service companies, which he founded in 1979.
Mr. Fox also currently serves as a director of Safeguard Scientifics, Inc. and
Prime Bancorp, Inc.
 
   Gerald R. Gallagher has served as one of our directors since June 1994. Mr.
Gallagher has been a general partner of Oak Investment Partners, a venture
capital firm, since 1987. Before joining Oak Investment Partners, he was Vice
Chairman of Dayton Hudson Corporation. Currently, Mr. Gallagher serves as a
director of P.F. Chang's China Bistro, Inc.
 
                                      35
<PAGE>
 
   Henry Nasella has served as one of our directors since October 1993. Mr.
Nasella has been the Chairman, Chief Executive Officer and President of Star
Markets Company, Inc., a Boston-based grocery retailer since September 1994.
From January 1994 to September 1994, he was a principal of Phillips-Smith
Specialty Venture Capital. Mr. Nasella formerly served as President and Chief
Operating Officer of Staples Inc. He currently serves as a director of Au Bon
Pain Co., Inc.
 
   Yves B. Sisteron has served as one of our directors since June 1994. Mr.
Sisteron has been a principal of Global Retail Partners, L.P., an investment
fund, since January 1996 and a manager of U.S. investments for Carrefour S.A.
since 1993. Mr. Sisteron currently serves as a director of P.F. Chang's China
Bistro, Inc.
 
   David V. Wachs has served as one of our directors since October 1993. Mr.
Wachs currently serves as a consultant to Charming Shoppes, Inc., a retail
company he co-founded.
 
   Messrs. Cohen and Nasella were elected to our board pursuant to the
provisions of our shareholders agreement that entitle David Schlessinger, the
founder and former chairman of Zany Brainy, to designate two directors to our
board. In August 1998, Mr. Schlessinger waived his right to designate directors
in the future. Messrs. Fox and Wachs were elected to our board pursuant to the
provisions of our shareholders agreement that entitle Mr. Fox to designate one
director, in addition to himself, to our board. Messrs. Gallagher and Sisteron
were elected to our board pursuant to the provisions of our shareholders
agreement that entitle Oak Investment Partners V Limited Partnership and
Fourcar B.V., respectively, to designate directors to our board. The
shareholders agreement terminates upon consummation of this offering.
 
Committees of the Board of Directors
 
   The board of directors has established an audit committee, a compensation
committee and a nominating committee.
 
   Messrs. Dorsey, Fox and Wachs comprise the audit committee. The audit
committee reviews with management our internal financial controls, accounting
procedures and reports. The audit committee also reviews the engagement of our
independent auditors, makes recommendations to the board of directors regarding
the selection of independent auditors and reviews the scope, fees and results
of any audit.
 
   Messrs. Gallagher, Nasella and Sisteron comprise the compensation committee.
The compensation committee administers all of our salary and incentive
compensation policies. The compensation committee also administers our stock
option plans and establishes the terms and conditions of all stock option
grants.
 
   Messrs. Nasella and Spurgeon comprise the nominating committee. The
nominating committee evaluates board performance and recommends nominees to the
board of directors.
 
Director Compensation
 
   Directors do not receive any cash compensation for service as directors,
however, they are reimbursed for the expenses they incur in attending meetings
of the board or board committees. All directors are eligible to participate in
our stock option plans.
 
                                       36
<PAGE>
 
Executive Compensation
 
   The following table sets forth information concerning the compensation
earned by our chief executive officer and our two other executive officers for
services rendered in all capacities to us in the year ended January 30, 1999.
 
                           Summary Compensation Table
 
<TABLE>
<CAPTION>
                                                  Annual
                                               Compensation
                                             -----------------    All Other
Name and Principal Position             Year  Salary   Bonus   Compensation(a)
---------------------------             ----  ------  -------- ---------------
<S>                                     <C>  <C>      <C>      <C>
Keith C. Spurgeon, Chairman and Chief
 Executive Officer..................... 1998 $300,000 $135,000     $2,335
Thomas G. Vellios, President........... 1998  275,000  110,000      2,466
Robert A. Helpert, Chief Financial
 Officer, Secretary and Treasurer...... 1998  262,500   91,875      6,666
</TABLE>
--------
(a) Represents premiums paid by us with respect to term life insurance for the
    benefit of the named executive officer.
 
Stock Option Information
 
   There were no stock option grants to any of the executive officers named in
the Summary Compensation Table during fiscal year 1998.
 
   The following table sets forth information with respect to the number and
value of outstanding options held by executive officers named in the Summary
Compensation Table at the end of 1998.
 
                         Fiscal Year-End Option Values
 
<TABLE>
<CAPTION>
                               Number of Securities      Value of Unexercised
                              Underlying Unexercised     In-the-Money Options
                              Options at Year End(#)      at Year End ($)(a)
                             ------------------------- -------------------------
            Name             Exercisable Unexercisable Exercisable Unexercisable
            ----             ----------- ------------- ----------- -------------
<S>                          <C>         <C>           <C>         <C>
Keith C. Spurgeon...........   237,500      462,500         --           --
Thomas G. Vellios...........   175,000      275,000         --           --
Robert A. Helpert...........   113,750      161,250         --           --
</TABLE>
--------
(a) Based on an assumed initial public offering price of $      per share,
    minus the exercise price, multiplied by the number of shares underlying the
    option.
 
Stock Option Plans
 
 1993 Stock Incentive Plan
 
   We have a 1993 stock incentive plan, under which we have reserved for
issuance 2,500,000 shares of common stock. The 1993 plan provides for grants of
incentive stock options, nonqualified stock options, stock appreciation rights
and stock awards to our key employees and non-employee directors. The
compensation committee of the board of directors administers and interprets the
plan.
 
   The exercise price of common stock underlying an option may be greater, less
than or equal to fair market value. However, the exercise price of an incentive
stock option must be equal to or
 
                                       37
<PAGE>
 
greater than the fair market value of a share of common stock on the date such
incentive stock option is granted, and the exercise price of an incentive stock
option granted to an employee who owns more than 10% of the common stock may
not be less than 110% of the fair market value of the underlying shares of
common stock on the date of grant.
 
   The maximum term of an option is ten years from the date of grant except
that the term of an incentive stock option granted to an employee who owns more
than 10% of the common stock may not exceed five years from the date of grant.
The compensation committee may accelerate the exercisability of any or all
outstanding options in the event of a dissolution, liquidation or change in
control.
 
   As of March 15, 1999, 2,494,106 options were outstanding under the 1993
plan. Zany Brainy does not anticipate that any additional stock options will be
granted under the 1993 plan after the date of the offering.
 
 1998 Equity Compensation Plan
 
   We have a 1998 equity compensation plan under which, as of March 17, 1998,
we have reserved for issuance 3,000,000 shares of common stock. The 1998 plan
provides for grants of incentive stock options, nonqualified stock options,
stock appreciation rights, restricted stock and performance units to our
designated employees, advisors and consultants, and to non-employee directors.
The 1998 plan provides that no more than 500,000 shares in the aggregate may be
granted to any individual in any calendar year. The compensation committee of
the board of directors administers and interprets the plan.
 
   The exercise price of common stock underlying an option may be greater, less
than or equal to fair market value. However, the exercise price of an incentive
stock option must be equal to or greater than the fair market value of a share
of common stock on the date such incentive stock option is granted, and the
exercise price of an incentive stock option granted to an employee who owns
more than 10% of the common stock may not be less than 110% of the fair market
value of the underlying shares of common stock on the date of grant.
 
   The maximum term of an option is ten years from the date of grant except
that the term of an incentive stock option granted to an employee who owns more
than 10% of the common stock may not exceed five years from the date of grant.
The compensation committee may accelerate the exercisability of any or all
outstanding options at any time for any reason.
 
   Upon a change of control, the compensation committee may determine that:
 
  . 50% of all outstanding options shall immediately vest;
 
  . the restrictions and conditions on all outstanding restricted stock shall
    immediately lapse; and
 
  . holders of performance units shall receive a payment in settlement of
    such units, in an amount determined by the compensation committee in its
    sole discretion.
 
   As of March 15, 1999, 225,700 options were outstanding under the 1998 plan.
 
   Section 162(m). Under Section 162(m) of the Internal Revenue Code, we may be
precluded from claiming a federal income tax deduction for total remuneration
in excess of $1,000,000 paid to the chief executive officer or to any of the
other four most highly compensated officers in any one year. Total remuneration
would include amounts received upon the exercise of stock options granted under
 
                                       38
<PAGE>
 
the plan and the value of shares received when the shares of restricted stock
became transferable or such other time when income is recognized. An exception
does exist, however, for "performance-based compensation," including amounts
received upon the exercise of stock options pursuant to a plan approved by
shareholders that meets certain requirements. The 1998 plan has been approved
by shareholders and is intended to make grants of options thereunder meet the
requirements of "performance-based compensation." Awards of restricted stock
generally will not qualify as "performance-based compensation."
 
 Nonqualified Stock Options
 
   Prior to the adoption of the 1993 stock incentive plan and subsequent to the
1993 plan's adoption with respect to certain persons or entities unable to
receive grants under the 1993 plan, we granted to certain employees, directors,
consultants and advisors non-qualified stock options under individual
agreements with the grantees. As of March 15, 1999, 130,000 options were
outstanding under these separate agreements. All of these options expire ten
years after the date of grant.
 
Employment Agreements
 
   In 1996, we entered into employment agreements with each of Keith C.
Spurgeon, Thomas G. Vellios and Robert A. Helpert. Under these employment
agreements, Messrs. Spurgeon, Vellios and Helpert are entitled to receive a
base salary, which may be increased from time to time, and such additional
compensation as may be awarded to them. In addition, Messrs. Spurgeon, Vellios
and Helpert received stock option grants under these employment agreements for
400,000 shares, 200,000 shares and 140,000 shares, respectively, at an exercise
price of $4.00 per share. These stock option grants were subsequently repriced
to $3.33 per share and are governed by the terms of our 1993 stock incentive
plan. During 1998, the base salaries for Messrs. Spurgeon, Vellios and Helpert
were $300,000, $275,000 and $262,500, respectively.
 
   Each of the employment agreements contains the following principal terms:
 
  . severance payment equal to six months of the employee's base salary if
    the employee is terminated for any reason other than for cause or a
    change of control.
 
  . severance payment equal to one year of the employee's base salary, if the
    employee is terminated or the employee's responsibilities are
    significantly reduced after a change in control.
 
  . the option to resign and still receive a severance payment equal to one
    year of the employee's base salary within one year after a change of
    control if, after the change in control, the successor organization does
    not offer to extend the employee's employment agreement for two years on
    substantially the same terms.
 
Each of the employment agreements may be terminated at will by either party.
 
                                       39
<PAGE>
 
                              CERTAIN TRANSACTIONS
 
Issuance of Capital Stock
 
   In September and November 1996, we issued 525,025 shares and 224,959 shares,
respectively, of series C convertible preferred stock for an aggregate of
$16,874,640. In order to encourage our existing shareholders to participate in
the series C financing, we also offered them the opportunity, in some
circumstances, to exchange their shares of series B preferred stock for an
equal number of shares of series BB preferred stock, which has a more favorable
conversion rate to common stock. As a result, in September 1996, we issued
748,334 shares of series BB convertible preferred stock in exchange for an
equal number of shares of series B convertible preferred stock. In addition, as
set forth below, one of our former shareholders also sold all of its shares of
common stock on a pro rata basis to the investors in the series C financing.
All of the shares of convertible preferred stock will convert to common stock
at the closing of this offering.
 
   Specifically, in connection with the series C preferred stock sale, we
issued:
 
  . 8,940 shares of common stock to the C. Donald Dorsey and Lydia Dorsey
    Family Trust dated August 5, 1993, for which C. Donald Dorsey, one of our
    directors, serves as trustee;
 
  . an aggregate of 164,590 shares of common stock to Robert A. Fox, one of
    our directors, for himself and for a voting trust in his name;
 
  . 121,755 shares and 2,740 shares of common stock to Oak Investment
    Partners V, L.P. and Oak V Affiliates Fund, L.P., respectively,
    partnerships in which Gerald R. Gallagher, one of our directors, is a
    general partner;
 
  . 810,805 shares, 131,530 shares and 51,050 shares of common stock to
    Fourcar, B.V., Lacomble Retailing, SA and Fondation Consuelo,
    respectively, each of which is an entity affiliated with Carrefour S.A.,
    for which Yves Sisteron, one of our directors, serves as the manager of
    U.S. investments;
 
  . 70,620 shares of common stock to Frontenac VI Limited Partnership, one of
    our greater than 5% shareholders;
 
  . 1,015,455 shares and 5,040 shares of common stock to Nassau Capital
    Partners II L.P., one of our greater than 5% shareholders, and NAS
    Partners I L.L.C., respectively;
 
  . 993,375 shares of common stock to Vulcan Ventures, Inc., one of our
    greater than 5% shareholders; and
 
  . an aggregate of 5,605 shares of common stock to employees of DLJ.
 
   In connection with the exchange of series B convertible preferred stock for
series BB convertible preferred stock, we issued:
 
  . 4,571 shares of common stock to the C. Donald Dorsey Trust; and
 
  . an aggregate of 448,388 shares of common stock to Mr. Fox, for himself
    and for a voting trust in his name;
 
  . 372,571 shares and 8,379 shares of common stock to Oak Investment
    Partners V, L.P. and Oak V Affiliates Fund, L.P., respectively;
 
  . 321,152 shares, 71,195 shares, 35,597 shares, 35,597 shares, 28,571
    shares, 13,714 shares and 28,571 shares of common stock to Fourcar, B.V.,
    Lacomble Retailing, SA, Fidas
 
                                       40
<PAGE>
 
    Business S.A., SG Cowen, Fundacion Juan March, Fundacion Appomatox and
    Daniel Bernard, respectively, each of which is an entity affiliated with
    Mr. Sisteron and which Fourcar, B.V. and Lacomble Retailing, SA are
    entities affiliated with Carrefour S.A.;
 
  . 761,911 shares of common stock to Frontenac VI Limited Partnership;
 
  . 257,526 shares of common stock to Vulcan Ventures, Inc; and
 
  . an aggregate of 2,550 shares of common stock to employees of DLJ.
 
Recent Sales of Securities by Shareholders
 
   In September and November 1996, one of our former shareholders sold an
aggregate of 600,000 shares of common stock to certain of our shareholders for
an aggregate purchase price of $2.0 million, or $3.33 per share, including:
 
  . 1,430 shares of common stock to the C. Donald Dorsey Trust;
 
  . an aggregate of 26,334 shares of common stock to Mr. Fox, for himself and
    for a voting trust in his name;
 
  . 19,481 shares and 438 shares of common stock to Oak Investment Partners
    V, L.P. and Oak V Affiliates Fund, L.P., respectively;
 
  . 129,729 shares, 21,045 shares and 8,168 shares of common stock to
    Fourcar, B.V., Lacomble Retailing, SA and Fondation Consuelo,
    respectively;
 
  . 11,300 shares of common stock to Frontenac VI Limited Partnership;
 
  . 162,474 shares and 807 shares of common stock to Nassau Capital Partners
    II L.P. and NAS Partners I L.L.C., respectively;
 
  . 158,940 shares of common stock to Vulcan Ventures, Inc.; and
 
  . an aggregate of 898 shares of common stock to employees of DLJ.
 
   In July and August 1998, Mr. Schlessinger sold an aggregate of 410,000
shares of common stock to certain of our shareholders for an aggregate purchase
price of $2,460,000, or $6.00 per share, including:
 
  . an aggregate of 40,261 shares of common stock to Mr. Fox, for himself and
    for a voting trust in his name;
 
  . 28,149 shares and 633 shares of common stock to Oak Investment Partners
    V, L.P. and Oak V Affiliates Fund, L.P., respectively; and
 
  . 1,081 shares of common stock to Henry Nasella, one of our directors.
 
  . 36,783 shares and 229 shares of common stock to Nassau Capital Partners
    II L.P. and NAS Partners I L.L.C., respectively;
 
  . 65,247 shares of common stock to Vulcan Ventures, Inc.;
 
  . 105,549 shares of common stock to DLJ and 1,071 shares of common stock to
    an employee of DLJ;
 
   In December 1998, DLJ transferred the 105,549 shares of common stock it
purchased from Mr. Schlessinger to Global Retail Partners, L.P., an investment
partnership of which Mr. Sisteron, one of our directors, is a principal, and to
its affiliates.
 
                                       41
<PAGE>
 
                       PRINCIPAL AND SELLING SHAREHOLDERS
 
   The following table sets forth information regarding the beneficial
ownership of our common stock by:
 
  . our chief executive officer, other executive officers and directors;
 
  . each selling shareholder;
 
  . all directors and executive officers as a group; and
 
  . each person known to us to own beneficially more than 5% of our
    outstanding shares.
 
   A person has beneficial ownership of shares if he has the power to vote or
dispose of the shares. This power can be exclusive or shared, direct or
indirect. In addition, a person is considered by SEC rules to beneficially own
shares underlying options that are presently exercisable or will become
exercisable within 60 days of the date of this prospectus.
 
   As of March 15, 1999, there were 16,633,894 shares of our common stock
outstanding, after giving effect to the conversion of all shares of preferred
stock into common stock. To calculate a shareholder's percentage of beneficial
ownership, we must include in the numerator and denominator those shares
underlying options that the shareholder is considered to beneficially own.
Shares underlying options held by other shareholders, however, are disregarded
in this calculation. Therefore, the denominator used in calculating beneficial
ownership among our shareholders may differ.
 
<TABLE>
<CAPTION>
                                       Shares                        Shares
                                    Beneficially     Number of    Beneficially
                                   Owned Prior to    Shares of    Owned After
                                      Offering      Common Stock    Offering
                                  -----------------  to be Sold  --------------
    Name of Beneficial Owner       Number   Percent in Offering  Number Percent
    ------------------------       ------   ------- ------------ ------ -------
<S>                               <C>       <C>     <C>          <C>    <C>
Executive Officers and Directors
Keith C. Spurgeon (a)...........    237,500   1.4%
Thomas G. Vellios (b)...........    175,000   1.0
Robert A. Helpert (c)...........    113,750     *
Phillip Cohen (d)...............     72,088     *
C. Donald Dorsey (e)............     53,512     *
Robert A. Fox (f)...............  1,844,912  11.1
Gerald R. Gallagher (g).........  1,400,047   8.4
Henry Nasella (h)...............     88,417     *
Yves B. Sisteron (i)............  3,224,836  19.4
David V. Wachs (j)..............    251,558   1.5
All executive officers and
 directors as a group
 (10 persons) (k)...............  7,461,600  42.9
Five Percent Holders
Frontenac VI Limited Partnership
 (l)............................    843,831   5.1
Fourcar, B.V. (m)...............  2,442,154  14.7
Nassau Capital Partners II L.P.
 (n)............................  1,220,788   7.3
David Schlessinger (o)..........  2,054,550  12.4
Vulcan Ventures (p).............  2,141,757  12.9
Selling Shareholders
</TABLE>
--------
  * Percentage of shares of common stock beneficially owned does not exceed one
    percent.
 (a) Represents 237,500 shares of common stock underlying presently exercisable
     options.
 
                                       42
<PAGE>
 
(b) Represents 175,000 shares of common stock underlying presently exercisable
    options.
(c) Represents 113,750 shares of common stock underlying presently exercisable
    options.
(d) Includes (i) 34,000 shares of common stock underlying presently exercisable
    options and (ii) 38,088 shares of common stock held by Mr. Cohen's
    children.
(e) Represents (i) 34,000 shares of common stock underlying presently
    exercisable options and (ii) 19,512 shares of common stock held by the C.
    Donald Dorsey and Lydia Dorsey Family Trust Dated August 5, 1993.
(f) Includes (i) 4,000 shares of common stock underlying presently exercisable
    options and (ii) 594,416 shares held by Robert A. Fox, as Voting Trustee
    pursuant to a Voting Trust Agreement Dated January 20, 1993. Mr. Fox's
    address is One Pitcairn Place, Suite 2100, 165 Township Line Road,
    Jenkintown, PA 19046.
(g) Includes (i) 1,287,099 shares owned by Oak Investment Partners V, Limited
    Partnership, (ii) 82,152 shares of common stock underlying presently
    exercisable options held by Oak Investment Partners V, Limited Partnership,
    (iii) 28,948 shares owned by Oak V Affiliates Fund, Limited Partnership and
    (iv) 1,848 shares of common stock underlying presently exercisable options
    held by Oak V Affiliates Fund, Limited Partnership. The address for Oak
    Investment Partners V, Limited Partnership is 4550 Norwest Center,
    Minneapolis, MN 55401. Mr. Gallagher is a partner of Oak Investment
    Partners with certain voting and investment power over such shares.
    Although Mr. Gallagher may be deemed to be a beneficial owner of such
    shares, he disclaims all such beneficial ownership, except to the extent of
    any pecuniary interest therein which he may have.
(h) Represents (i) 39,000 shares of common stock underlying presently
    exercisable options and (ii) 49,417 shares of common stock held jointly
    with his wife.
(i) Includes (i) 4,000 shares of common stock underlying presently exercisable
    options, (ii) 2,023,085, 414,119, 130,774, 130,769, 154,390, 104,708,
    51,784 and 104,708 shares of common stock held by Fourcar, B.V., Lacomble
    Retailing, SA, Fidas Business S.A., SG Cowen, Fondation Consuelo, Fundacion
    Juan March, Fundation Appomatox and Daniel Bernard, respectively
    (collectively, the "Sisteron Affiliates") and (iii) 67,672, 4,399, 4,659,
    20,165, 7,489 and 1,165 shares of common stock held by Global Retail
    Partners, L.P., GRP Partners, L.P., Global Retail Partners Funding, Inc.,
    DLJ Diversified Partners, L.P., DLJ Diversified Partners-A, L.P. and DLJ
    ESC II, L.P., respectively (collectively, the "GRP Affiliates"). Mr.
    Sisteron is a manager of U.S. investments of Carrefour S.A. and has certain
    voting rights with respect to the shares owned by each of the Sisteron
    Affiliates. Although Mr. Sisteron may be deemed to be a beneficial owner of
    the shares owned by the Sisteron Affiliates, he disclaims all such
    beneficial ownership, except to the extent of any pecuniary interest
    therein which he may have. Mr. Sisteron is also a principal of Global
    Retail Partners, L.P. Global Retail Partners, L.P. and the other GRP
    Affiliates are affiliated with DLJ. Although Mr. Sisteron may be deemed a
    beneficial owner of the shares owned by the GRP Affiliates, he disclaims
    all such beneficial ownership, except to the extent of any pecuniary
    interest therein which he may have.
(j) Includes (i) 34,000 shares of common stock underlying presently exercisable
    options and (ii) 142,558 shares of common stock held by Wachs Partners. Mr.
    Wachs is the general partner of Wachs Partners.
(k) Includes 759,250 shares of common stock underlying presently exercisable
    options.
(l) Frontenac's address is 135 S. LaSalle Street, Suite 3800, Chicago, Illinois
    60603.
(m) Includes (i) 414,119 shares of common stock held by Lacomble Retailing and
    (ii) 4,000 shares of common stock underlying presently exercisable options
    and 950 shares of common stock held by Yves Sisteron. The address for
    Fourcar B.V. is Gebouw Autumn, Overschiestraate No. 184P, 1062XK Amsterdam
    Netherlands.
(n) Includes 6,076 shares of common stock held by NAS Partners I L.L.C. The
    address of Nassau Capital Partners II L.P. is 22 Chamber Street, Princeton,
    NJ 08542.
(o) Mr. Schlessinger resigned as one of our directors in August 1998. His
    address is 125 Lincoln Avenue, Suite 400, Santa Fe, NM 87501.
(p) Vulcan Ventures' address is 110--110th Avenue, N.E., Suite 550, Bellevue,
    WA 98004.
 
                                       43
<PAGE>
 
                          DESCRIPTION OF CAPITAL STOCK
 
   Our authorized capital stock consists of      shares of common stock, par
value $.01 per share, and      shares of preferred stock, par value $.01 per
share.
 
Common Stock
 
   As of March 15, 1999, our outstanding common stock consisted of 16,633,894
shares of common stock, after giving effect to the conversion of all shares of
preferred stock into common stock upon the closing of this offering, held by
        shareholders of record. Holders of common stock are entitled to one
vote for each share held of record on all matters on which shareholders may
vote, and do not have cumulative voting rights in the election of directors.
Holders of common stock are entitled to receive, as, when and if declared by
the board of directors from time to time, such dividends and other
distributions in cash, stock or property from our assets or funds legally
available for such purposes subject to any dividend preferences that may be
attributable to our outstanding preferred stock.
 
   No preemptive, conversion, redemption or sinking fund provisions apply to
the common stock. All outstanding shares of common stock are fully paid and
non-assessable. In the event of our liquidation, dissolution or winding up,
holders of common stock are entitled to share ratably in the assets available
for distribution.
 
Preferred Stock
 
   Upon the closing of this offering, we will have no outstanding shares of
preferred stock. Our board of directors, without further action by the
shareholders, is authorized to issue an aggregate of      shares of preferred
stock. We have no plans to issue a new series of preferred stock. Our board of
directors may issue preferred stock with dividend rates, redemption prices,
preferences on liquidation or dissolution, conversion rights, voting rights and
any other preferences, which rights and preferences could adversely affect the
voting power of the holders of common stock. Issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions or
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire, or could discourage or delay a third party from
acquiring control.
 
Common Stock Warrants
 
   We have issued warrants which entitle the holders to purchase an aggregate
of 103,623 shares of common stock at exercise prices ranging from $4.00 to
$6.00 per share. These warrants expire between June 1999 and January 2003. Some
of these warrants will be exercised in connection with this offering.
 
   The exercise price and number of shares of common stock issuable upon the
exercise of each of the warrants may be adjusted upon the occurrence of certain
events, including stock splits, stock dividends, reorganization,
recapitalization, merger, or sale of all or substantially all of our assets. In
addition, some of the warrants and shares of stock issuable upon exercise of
those warrants have registration rights as described under "Registration
Rights" below.
 
Indemnification of Directors and Officers
 
   Section 1741 of the Pennsylvania Business Corporation Law, as amended (the
"BCL"), provides us with the power to indemnify any officer or director acting
in his or her capacity as a representative
 
                                       44
<PAGE>
 
of Zany Brainy who was, is or is threatened to be made a party to any action or
proceeding for expenses, judgments, penalties, fines and amounts paid in
settlement in connection with such action or proceeding. The indemnity
provisions apply whether the action was instituted by a third party or arose by
or in our right. Generally, the only limitation on our ability to indemnify our
officers and directors is if the act violates a criminal statute or if the act
or failure to act is finally determined by a court to have constituted willful
misconduct or recklessness.
 
   Our bylaws provide a right to indemnification to the full extent permitted
by law for expenses, attorney's fees, damages, punitive damages, judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred by any director or officer whether or not the indemnified liability
arises or arose from any threatened, pending or completed proceeding by or in
our right by reason of the fact that such director or officer is or was serving
as our director, officer or employee or, at our request, as a director,
officer, partner, fiduciary or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, unless the act
or failure to act giving rise to the claim for indemnification is finally
determined by a court to have constituted willful misconduct or recklessness.
Our bylaws provide for the advancement of expenses to an indemnified party upon
receipt of an undertaking by the party to repay those amounts if it is finally
determined that the indemnified party is not entitled to indemnification.
 
   Our bylaws authorize us to take steps to ensure that all persons entitled to
the indemnification are properly indemnified, including, if the board so
determines, purchasing and maintaining insurance.
 
Limitation of Liability
 
   Our bylaws provide that none of our directors shall be personally liable to
us or our shareholders for monetary damages for any action taken or failure to
take any action, unless:
 
  . such director has breached or failed to perform such person's duties
    under the Pennsylvania corporate laws; and
 
  . the breach or failure to perform constitutes self-dealing, willful
    misconduct or recklessness.
 
   We maintain directors and officers' liability insurance to provide directors
and officers with insurance coverage for losses arising from claims based on
breaches of duty, negligence, error and other wrongful acts. At present, there
is no pending litigation or proceeding, and we are not aware of any threatened
litigation or proceeding, involving any director, officer, employee or agent
where indemnification will be required or permitted under our bylaws.
 
Pennsylvania Takeover Laws
 
   The BCL contains provisions applicable to publicly held Pennsylvania
corporations that may be deemed to have an anti-takeover effect. We have
specifically opted out of all but Section 1715 of the BCL, which remains
applicable to us.
 
   Under Section 1715 of the BCL, our directors are not required to regard the
interests of the shareholders as being dominant or controlling in considering
the best interests of Zany Brainy. The directors may consider, to the extent
they deem appropriate, such factors as:
 
  . the effects of any action upon any group affected by such action
    (including our shareholders, employees, suppliers, customers and
    creditors and upon communities in which we have stores, offices or other
    establishments);
 
                                       45
<PAGE>
 
  . the short term and long term interests of Zany Brainy (including benefits
    that may accrue to us from our long term plans and the possibility that
    these interests may be best served by our continued independence);
 
  . the resources, intent and conduct of any person seeking to acquire
    control of Zany Brainy; and
 
  . all other pertinent factors.
 
Section 1715 of the BCL further provides that any act of our board of
directors, a committee of the board or an individual director relating to or
affecting an acquisition or potential or proposed acquisition of control to
which a majority of our disinterested directors have assented will be presumed
to satisfy the standard of care set forth in the BCL, unless it is proven by
clear and convincing evidence that our disinterested directors did not consent
to such act in good faith after reasonable investigation. As a result of this
and the other provisions of Section 1715 of the BCL, our directors are provided
with broad discretion with respect to actions that may be taken in response to
acquisitions or proposed acquisitions of corporate control.
 
   Section 1715 of the BCL may discourage open market purchases of our common
stock or a non-negotiated tender or exchange offer for our common stock and,
accordingly, may be considered disadvantageous by a shareholder who would
desire to participate in any such transaction. In addition, Section 1715 of the
BCL may have a depressive effect on the price of our common stock.
 
   In addition, the ability of the board of directors to establish the rights
of, and to issue, substantial amounts of preferred stock without the need for
shareholder approval may discourage, delay or prevent a change in control. Such
preferred stock, among other things, may be used to create voting impediments
with respect to any changes in control or to dilute the stock ownership of
holders of common stock seeking to obtain control.
 
Registration Rights
 
   After the consummation of this offering, the holders of        shares of
common stock will be entitled to certain registration rights with respect to
the registrable securities. These rights are provided under the terms of the
registrable securities and agreements between us and the holders of such
securities. Such agreements and registrable securities provide, in certain
instances, demand registration rights. In addition, pursuant to these
agreements, the holders of such securities are entitled, subject to certain
limitations, to require us to include their registrable securities in
registration statements we file under the Securities Act of 1933. In accordance
with the terms of such piggyback registration rights, included in this offering
are certain securities requested to be included by the holders of piggyback
registration rights. Registration of shares of common stock pursuant to the
exercise of demand registration rights or piggyback registration rights under
the Securities Act of 1933 would result in such shares becoming freely tradable
without restriction under the Securities Act of 1933 immediately upon the
effectiveness of such registration.
 
Transfer Agent
 
   The transfer agent for our common stock is         .
 
                                       46
<PAGE>
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
   Sales of substantial amounts of common stock in the public market following
the offering could adversely affect the market price of the common stock and
adversely affect our ability to raise capital at a time and on terms favorable
to us.
 
   Of the         shares to be outstanding after the offering, the
shares of common stock offered hereby and an additional         shares of
common stock will be freely tradeable without restriction in the public market
unless such shares are held by "affiliates," as that term is defined in Rule
144(a) under the Securities Act. For purposes of Rule 144, an "affiliate" of an
issuer is a person that, directly or indirectly through one or more
intermediaries, controls, or is controlled by or is under common control with,
such issuer. The remaining          shares of common stock to be outstanding
after the offering are "restricted securities" under the Securities Act and may
be sold in the public market upon the expiration of certain holding periods
under Rule 144, subject to the volume, manner of sale and other limitations of
Rule 144.
 
   In addition, as of March 15, 1999, there were outstanding warrants to
purchase 103,623 shares of common stock and options to purchase 2,849,806
shares of common stock. An additional 942,826 shares were reserved for issuance
under our option plans. We intend to register the shares of common stock
issued, issuable or reserved for issuance under our option plans as soon as
practicable following the date of this prospectus.
 
   Certain holders of           shares of common stock and holders of warrants
to purchase         shares of common stock are entitled to certain registration
rights with respect to such shares for resale under the Securities Act. If such
holders, by exercising their registration rights, cause a large number of
shares to be registered and sold in the public market, such sales could have an
adverse effect on the market price for the common stock.
 
Lock-Up Arrangements
 
   Along with our officers and directors, and certain other shareholders, we
have agreed not to sell or otherwise dispose of any shares of common stock for
a period of 180 days after the date of this prospectus without the prior
written consent of DLJ. See "Underwriting."
 
                                       47
<PAGE>
 
                                  UNDERWRITING
 
   Subject to the terms and conditions contained in an underwriting agreement,
dated                    , 1999, the underwriters named below, who are
represented by Donaldson, Lufkin & Jenrette Securities Corporation, BT Alex.
Brown Incorporated, William Blair & Company, L.L.C. and U.S. Bancorp Piper
Jaffray Inc. have severally agreed to purchase from the selling shareholders
and from us the respective number of shares of common stock set forth opposite
their names below.
 
<TABLE>
<CAPTION>
                                                                          Number
                                                                            of
                                 Underwriters                             Shares
                                 ------------                             ------
      <S>                                                                 <C>
      Donaldson, Lufkin & Jenrette Securities Corporation................
      BT Alex. Brown Incorporated........................................
      William Blair & Company, L.L.C.....................................
      U.S. Bancorp Piper Jaffray Inc.....................................
                                                                          -----
        Total............................................................
                                                                          =====
</TABLE>
 
   The underwriting agreement provides that the obligations of the several
underwriters to purchase and accept delivery of the shares of common stock
included in this offering are subject to approval of legal matters by their
counsel and to customary conditions, including the effectiveness of the
registration statement, the continuing correctness of our representations and
those of the selling shareholders, the receipt of a "comfort letter" from our
accountants, the listing of the common stock for quotation on the Nasdaq
National Market and no occurrence of an event that would have a material
adverse effect on Zany Brainy. The underwriters are obligated to purchase and
accept delivery of all the shares of common stock, other than those covered by
the over-allotment option described below, if they purchase any of the shares
of common stock.
 
   The underwriters propose to initially offer some of the shares of common
stock directly to the public at the initial public offering price set forth on
the cover page of this prospectus and some of the shares of common stock to
dealers (including the underwriters) at the initial public offering price less
a concession not in excess of $         per share. The underwriters may allow,
and such dealers may re-allow, a concession not in excess of $          per
share on sales to other dealers. After the initial offering of the common stock
to the public, the representatives of the underwriters may change the public
offering price and such concessions. The underwriters do not intend to confirm
sales to any accounts over which they exercise discretionary authority.
 
   DLJdirect Inc., an affiliate of DLJ and a member of the selling group, is
facilitating the distribution of the shares sold in this offering over the
internet. The underwriters have agreed to allocate a limited number of shares
to DLJdirect Inc. for sale to its brokerage account holders.
 
   The following table shows the underwriting fees to be paid to the
underwriters by the selling shareholders and by us in connection with this
offering. These amounts are shown assuming both no exercise and full exercise
of the underwriters' option to purchase additional shares of common stock.
 
                                       48
<PAGE>
 
<TABLE>
<CAPTION>
                                                                  No      Full
                                                               Exercise Exercise
                                                               -------- --------
      <S>                                                      <C>      <C>
      Zany Brainy:
        Per share.............................................   $        $
        Total.................................................   $        $
      Selling shareholders:
        Per share.............................................   $        $
        Total.................................................   $        $
</TABLE>
 
   The selling shareholders and Zany Brainy have granted to the underwriters an
option, exercisable for 30 days after the date of the underwriting agreement,
to purchase up to         additional shares of common stock at the initial
public offering price less the underwriting fees. The underwriters may exercise
such option solely to cover overallotments, if any, made in connection with
this offering. To the extent that the underwriters exercise such option, each
underwriter will become obligated, subject to conditions, to purchase a number
of additional shares approximately proportionate to such underwriter's initial
purchase commitment. We estimate our expenses relating to this offering will be
$      .
 
   The selling shareholders, the underwriters and Zany Brainy have agreed to
indemnify each other against liabilities, including liabilities under the
Securities Act of 1933.
 
   Each of Zany Brainy, our executive officers and directors and some of our
shareholders (including the selling shareholders) has agreed that, for a period
of 180 days from the date of this prospectus and subject to certain exceptions,
they will not, without the prior written consent of DLJ do either of the
following:
 
  . offer, pledge, sell, contract to sell, sell any option or contract to
    purchase, purchase any option or contract to sell, grant any option,
    right or warrant to purchase or otherwise transfer or dispose of,
    directly or indirectly any shares of common stock or any securities
    convertible into or exercisable or exchangeable for common stock; or
 
  . enter into any swap or other arrangement that transfers all or a portion
    of the economic consequences associated with the ownership of any common
    stock.
 
   Either of the foregoing transfer restrictions will apply regardless of
whether a covered transaction is to be settled by the delivery of common stock
or such other securities, in cash or otherwise. In addition, during such period
and subject to certain exceptions, we have agreed not to file any registration
statement with respect to, and each of our executive officers and directors and
the selling shareholders, has agreed not to make any demand for, or exercise
any right with respect to, the registration of any shares of common stock or
any securities convertible into or exercisable for common stock without the
prior written consent of DLJ.
 
   At our request, the underwriters have reserved up to five percent of the
shares offered by this prospectus for sale at the initial public offering price
to our employees, officers and directors and other individuals associated with
us and members of their families. Individuals who purchase these reserved
shares must hold such shares for a minimum of three months after this offering.
The number of shares of common stock available for sale to the general public
will be reduced to the extent these individuals purchase or confirm for
purchase, orally or in writing, such reserved shares. Any reserved shares not
purchased or confirmed for purchase will be offered by the underwriters to the
general public on the same basis as the other shares offered by this
prospectus.
 
   We intend to apply to list our common stock for quotation on the Nasdaq
National Market under the symbol "ZANY."
 
                                       49
<PAGE>
 
   Other than in the United States, no action has been taken by the selling
shareholders, the underwriters or us that would permit a public offering of the
shares of common stock included in this offering in any jurisdiction where
action for that purpose is required. The shares of common stock included in
this offering may not be offered or sold, directly or indirectly, nor may this
prospectus or any other offering material or advertisement in connection with
the offer and sale of any shares of common stock be distributed or published in
any jurisdiction, except under circumstances that will result in compliance
with the applicable rules and regulations of such jurisdiction. Persons who
receive this prospectus are advised to inform themselves about and to observe
any restrictions relating to this offering of the common stock and the
distribution of this prospectus. This prospectus is not an offer to sell or a
solicitation of an offer to buy any shares of common stock included in this
offering in any jurisdiction in which that would not be permitted or legal.
 
   DLJ and certain of its affiliates, including Global Retail Partners, L.P.,
are shareholders of Zany Brainy. In June 1994, DLJ acquired a five-year warrant
to purchase 56,073 shares of common stock at an exercise price of $6.00 per
common share in connection with a transaction in which it acted as placement
agent and performed other services for Zany Brainy. DLJ intends to exercise
this warrant on a cashless basis in connection with this offering by exchanging
the warrant for shares of common stock. DLJ and its employees and affiliates
own an aggregate of less than three percent of the issued and outstanding
common stock.
 
   Yves Sisteron, who is a principal of Global Retail Partners, L.P., and a
director of Zany Brainy, has been elected to the board of directors pursuant to
the provisions of a shareholders agreement which entitles Fourcar, B.V. to
elect two of the directors of Zany Brainy. Such shareholders agreement
will terminate upon consummation of this offering. See "Certain Transactions."
 
   DLJ or its affiliates have provided and may in the future provide investment
banking or other financial services to us and our affiliates in the ordinary
course of business, for which they have received and are expected to receive
customary fees and expenses.
 
Stabilization
 
   In connection with this offering, any of the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
common stock. Specifically, the underwriters may overallot this offering,
creating a syndicate short position. The underwriters may bid for and purchase
shares of common stock in the open market to cover such syndicate short
position or to stabilize the price of the common stock. In addition, the
underwriting syndicate may reclaim selling concessions from syndicate members
and selected dealers if DLJ repurchases previously distributed common stock in
syndicate covering transactions, in stabilization transactions or otherwise or
if DLJ receives a report that indicates that the clients of such syndicate
members have "flipped" the common stock. These activities may stabilize or
maintain the market price of the common stock above independent market levels.
The underwriters are not required to engage in these activities, and may end
any of these activities at any time.
 
Pricing of this Offering
 
   Prior to this offering, there has been no established market for the common
stock. The initial public offering price for the shares of common stock offered
by this prospectus will be determined by negotiation among the selling
shareholders, the representatives of the underwriters and Zany Brainy. The
factors to be considered in determining the initial public offering price
include:
 
                                       50
<PAGE>
 
  . the history of, and the prospects for, the industry in which we compete;
 
  . our past and present operations;
 
  . our historical results of operations;
 
  . our prospects for future earnings;
 
  . the recent market prices of securities of generally comparable companies;
    and
 
  . the general conditions of the securities market at the time of this
    offering.
 
                                    EXPERTS
 
   Our consolidated financial statements as of January 31, 1998 and January 30,
1999 and for the three fiscal years in the period ended January 30, 1999,
included in this prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report.
 
                                 LEGAL MATTERS
 
   The validity of the common stock offered hereby will be passed upon for us
by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain legal
matters in connection with this offering will be passed upon for the
underwriters by Latham & Watkins, Los Angeles, California.
 
                             ADDITIONAL INFORMATION
 
   We have filed with the SEC a registration statement on Form S-1 under the
Securities Act of 1933 with respect to the common stock offered in this
prospectus. This prospectus omits certain information set forth in the
registration statement and the exhibits and schedules thereto. For further
information with respect to Zany Brainy and the common stock offered in this
prospectus, reference is made to such registration statement, exhibits and
schedules. Statements contained in this prospectus as to the contents of any
contract or other document referred to are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the registration statement, each such statement being
qualified in all respects by such reference.
 
   The registration statement, including the exhibits and schedules filed
therewith, may be inspected free of charge at the public reference facilities
maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at its regional offices located at 7 World Trade
Center, New York, New York 10048 and Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the SEC, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates and
from the SEC's internet site at http://www.sec.gov. We intend to list our
common stock on The Nasdaq National Market. Reports, proxy statements and other
information concerning Zany Brainy can be inspected at the National Association
of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
 
                                       51
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS .................................. F-2
CONSOLIDATED BALANCE SHEETS ............................................... F-3
CONSOLIDATED STATEMENTS OF OPERATIONS ..................................... F-4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ........................... F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS ..................................... F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ................................ F-7
</TABLE>
 
                                      F-1
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Zany Brainy, Inc.:
 
   We have audited the accompanying consolidated balance sheets of Zany Brainy,
Inc. (formerly Children's Concept, Inc.) (a Pennsylvania corporation) and
subsidiaries as of January 31, 1998 and January 30, 1999 and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended January 30, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
   In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Zany
Brainy, Inc. and subsidiaries as of January 31, 1998 and January 30, 1999, and
the results of their operations and their cash flows for each of the three
years in the period ended January 30, 1999 in conformity with generally
accepted accounting principles.
 
Philadelphia, Pa.,
 March 5, 1999
 
                                      F-2
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 
                    (dollars in thousands except share data)
 
<TABLE>
<CAPTION>
                                                         January 31, January 30,
                        ASSETS                              1998        1999
                        ------                           ----------- -----------
<S>                                                      <C>         <C>
CURRENT ASSETS:
  Cash and cash equivalents............................   $  5,030    $  1,695
  Receivables, net.....................................      1,631       3,390
  Inventories, net.....................................     29,822      43,252
  Deferred tax asset...................................         --       4,313
  Prepaid expenses.....................................        672         940
                                                          --------    --------
    Total current assets...............................     37,155      53,590
PROPERTY AND EQUIPMENT, net............................     21,996      25,905
DEFERRED TAX ASSET.....................................         --       2,024
OTHER ASSETS, net......................................        401         622
                                                          --------    --------
                                                          $ 59,552    $ 82,141
                                                          ========    ========
         LIABILITIES AND SHAREHOLDERS' EQUITY
         ------------------------------------
CURRENT LIABILITIES:
  Current portion of capitalized lease obligations.....   $  1,199    $  1,682
  Accounts payable.....................................      8,596      16,161
  Income taxes payable.................................         --         150
  Accrued liabilities..................................      7,275      10,055
                                                          --------    --------
    Total current liabilities..........................     17,070      28,048
                                                          --------    --------
DEFERRED RENT..........................................      1,856       2,942
                                                          --------    --------
CAPITALIZED LEASE OBLIGATIONS, net of current portion..      1,407       2,860
                                                          --------    --------
COMMITMENTS AND CONTINGENCIES (Note 10)
SHAREHOLDERS' EQUITY
  Convertible Preferred stock, $.01 par value,
   4,000,000 shares authorized, 2,402,955 shares issued
   and outstanding, liquidation value of $56,546 at
   January 30, 1999....................................         24          24
  Common stock, $.01 par value, 25,000,000 shares
   authorized, 5,361,523 and 5,383,571 shares issued
   and outstanding.....................................         54          54
  Additional paid-in capital...........................     60,753      60,826
  Accumulated deficit..................................    (21,612)    (12,613)
                                                          --------    --------
    Total shareholders' equity.........................     39,219      48,291
                                                          --------    --------
                                                          $ 59,552    $ 82,141
                                                          ========    ========
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                      F-3
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
                      (in thousands except per share data)
 
<TABLE>
<CAPTION>
                                                For the Fiscal Year Ended
                                           -----------------------------------
                                           February 1, January 31, January 30,
                                              1997        1998        1999
                                           ----------- ----------- -----------
<S>                                        <C>         <C>         <C>
NET SALES.................................   $92,563    $123,345    $168,471
COST OF GOODS SOLD, including occupancy
 costs....................................    69,205      89,452     118,153
                                             -------    --------    --------
   Gross profit...........................    23,358      33,893      50,318
SELLING, GENERAL AND ADMINISTRATIVE
 EXPENSES                                     28,732      33,581      46,376
                                             -------    --------    --------
   Operating income (loss)................    (5,374)        312       3,942
INTEREST INCOME...........................       153         253          81
INTEREST EXPENSE..........................      (802)       (718)     (1,211)
                                             -------    --------    --------
   Income (loss) before income tax
    benefit...............................    (6,023)       (153)      2,812
INCOME TAX BENEFIT........................        --          --      (6,187)
                                             -------    --------    --------
NET INCOME (LOSS).........................   $(6,023)   $   (153)   $  8,999
                                             =======    ========    ========
NET INCOME (LOSS) PER COMMON SHARE:
  Basic...................................   $ (1.19)   $  (0.03)   $   1.67
  Diluted.................................   $ (1.19)   $  (0.03)   $   0.51
WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic...................................     5,068       5,085       5,373
  Diluted.................................     5,068       5,085      17,776
</TABLE>
 
 
 
        The accompanying notes are an integral part of these statements.
 
                                      F-4
<PAGE>
 
                      ZANY BRAINY, INC. AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
 
                            (dollars in thousands)
 
<TABLE>
<CAPTION>
                         Convertible Preferred Stock
                         ---------------------------        Additional
                         Series Series Series Series Common  Paid-In   Accumulated
                           A      B      BB     C    Stock   Capital     Deficit    Total
                         ------ ------ ------ ------ ------ ---------- ----------- -------
<S>                      <C>    <C>    <C>    <C>    <C>    <C>        <C>         <C>
BALANCE, FEBRUARY 3,
 1996...................  $ 8    $ 8    $--    $--    $51    $43,741    $(15,436)  $28,372
 Exercise of stock
  options...............   --     --     --     --     --         18          --        18
 Sale of 749,984 shares
  of Series C and
  conversion of 748,334
  shares of Series B to
  Series BB, net of
  expenses of $715......   --     (7)     7      8     --     16,152          --    16,160
 Issuance of warrants to
  a consultant..........   --     --     --     --     --         20          --        20
 Net loss...............   --     --     --     --     --         --      (6,023)   (6,023)
                          ---    ---    ---    ---    ---    -------    --------   -------
BALANCE, FEBRUARY 1,
 1997...................    8      1      7      8     51     59,931     (21,459)   38,547
 Issuance of warrants to
  a consultant..........   --     --     --     --     --         40          --        40
 Exercise of stock
  options...............   --     --     --     --     --         35          --        35
 Exercise of warrants...   --     --     --     --      3        747          --       750
 Net loss...............   --     --     --     --     --         --        (153)     (153)
                          ---    ---    ---    ---    ---    -------    --------   -------
BALANCE, JANUARY 31,
 1998...................    8      1      7      8     54     60,753     (21,612)   39,219
 Exercise of stock
  options...............   --     --     --     --     --         73          --        73
 Net income.............   --     --     --     --     --         --       8,999     8,999
                          ---    ---    ---    ---    ---    -------    --------   -------
BALANCE, JANUARY 30,
 1999...................  $ 8    $ 1    $ 7    $ 8    $54    $60,826    $(12,613)  $48,291
                          ===    ===    ===    ===    ===    =======    ========   =======
</TABLE>
 
       The accompanying notes are an integral part of these statements.
 
                                      F-5
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                 (in thousands)
 
<TABLE>
<CAPTION>
                                                  For the Fiscal Year Ended
                                             -----------------------------------
                                             February 1, January 31, January 30,
                                                1997        1998        1999
                                             ----------- ----------- -----------
<S>                                          <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)..........................   $(6,023)    $  (153)   $  8,999
 Adjustments to reconcile net income (loss)
  to net cash provided by (used in)
  operating activities--
  Depreciation and amortization.............     3,713       5,017       6,859
  Provision for deferred rent...............       294         700       1,086
  Issuance of warrants to consultants.......        20          40          --
  Deferred income tax benefit...............        --          --      (6,337)
  Changes in assets and liabilities--
   (Increase) decrease in--
    Receivables.............................      (625)       (457)     (1,759)
    Inventories.............................    (3,740)     (5,544)    (13,430)
    Prepaid expenses........................       107         840        (268)
    Other assets............................        (6)         33        (270)
   Increase in--
    Accounts payable........................       473       1,680       7,565
    Accrued liabilities.....................     3,132       1,388       2,780
    Income tax payable......................        --          --         150
                                               -------     -------    --------
     Net cash provided by (used in)
      operating activities..................    (2,655)      3,544       5,375
                                               -------     -------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment, net...    (6,276)     (6,420)     (7,309)
                                               -------     -------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayments on line of credit, net..........        --          --          --
 Net proceeds from sale of convertible
  preferred stock...........................    16,160          --          --
 Payments on capitalized lease obligations..    (1,002)     (1,309)     (1,379)
 Debt issuance costs........................        --        (258)        (95)
 Proceeds from exercise of stock options....        18          35          73
 Proceeds from exercise of warrants.........        --         750          --
                                               -------     -------    --------
     Net cash provided by (used in)
      financing activities..................    15,176        (782)     (1,401)
                                               -------     -------    --------
NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS................................     6,245      (3,658)     (3,335)
CASH CASH EQUIVALENTS, BEGINNING OF YEAR....     2,443       8,688       5,030
                                               -------     -------    --------
CASH AND CASH EQUIVALENTS, END OF YEAR......   $ 8,688     $ 5,030    $  1,695
                                               =======     =======    ========
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                      F-6
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                                JANUARY 30, 1999
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Background
 
   Zany Brainy, Inc. (formerly Children's Concept, Inc.) was incorporated in
Pennsylvania on August 19, 1991. As of January 30, 1999, Zany Brainy, Inc.
operated 75 stores in 19 states, under the name "Zany Brainy," offering toys,
games, books and multimedia products for children.
 
 Subsequent Event (unaudited)
 
   In March 1999, Children's Concept, Inc. changed its name to Zany Brainy,
Inc. All references have been updated to reflect this change.
 
 Principles of Consolidation
 
   The consolidated financial statements include the accounts of Zany Brainy,
Inc. and its wholly owned subsidiaries, Children's Products, Inc. and
Children's Development, Inc. (collectively, the "Company"). All significant
intercompany transactions and accounts have been eliminated in consolidation.
 
 Fiscal Year-End
 
   The Company operates under a 52-53-week fiscal year ending the Saturday
nearest January 31. The financial statements for the years ended February 1,
1997 (fiscal 1996), January 31, 1998 (fiscal 1997), and January 30, 1999
(fiscal 1998) each include 52 weeks.
 
 Fair Value of Financial Instruments
 
   The Company's financial instruments consist primarily of cash and cash
equivalents, accounts receivable, accounts payable, accrued liabilities and
debt instruments. The carrying values of these assets and liabilities are
considered to be representative of their respective fair values.
 
 Business and Credit Risk Concentration
 
   Financial instruments which potentially subject the Company to
concentrations of credit risk are cash and cash equivalents and accounts
receivable. The Company limits its credit risk associated with cash and cash
equivalents by placing its investments in highly liquid funds. Receivables
associated with third party credit cards are processed by financial
institutions which are monitored for financial stability. The Company is
dependent on key suppliers to provide sufficient quantities of inventory at
competitive prices. No single supplier represented 10% or more of purchases in
1998.
 
 Use of Estimates
 
   The presentation of these financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts
 
                                      F-7
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
 
 Cash and Cash Equivalents
 
   The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. Included in cash and
cash equivalents are $3,489,000 and $672,000, of overnight investments in
repurchase agreements at January 31, 1998 and January 30, 1999, respectively.
At January 30, 1999, cash and cash equivalents include $196,000 of funds held
by a bank as collateral for outstanding standby letters of credit.
 
 Inventories
 
   Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out method based on moving average and includes
certain buying and distribution costs relating to the processing of
merchandise. Buying and distribution costs charged to cost of goods sold were
$5,142,000, $5,752,000 and $6,833,000 during fiscal 1996, 1997 and 1998,
respectively. Buying and distribution costs remaining in inventories at January
31, 1998 and January 30, 1999 were $1,423,000 and $2,093,000, respectively.
 
 Property and Equipment
 
   Property and equipment are stated at cost. Additions and improvements are
capitalized, while repairs and maintenance are charged to expense as incurred.
The straight-line method of depreciation is used for financial reporting
purposes. The estimated useful lives are three to ten years for furniture and
fixtures, computers and equipment and the shorter of ten years, or the lease
term, for leasehold improvements. Certain personnel costs and out-of-pocket
costs directly associated with the construction or remodeling of stores are
capitalized and amortized over the lease term.
 
 Long-Lived Assets
 
   The Company has adopted Statement of Financial Accounting Standards ("SFAS")
No. 121 "Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." SFAS No. 121 requires that long-lived assets and
certain identifiable intangibles to be held and used by the Company be reviewed
for possible impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If changes in
circumstances indicate that the carrying amount of an asset that an entity
expects to hold and use may not be recoverable, future cash flows expected to
result from the use of the asset and its disposition must be estimated. If the
undiscounted value of the future cash flows is less than the carrying amount of
the asset, impairment is recognized. A write-down of $450,000 of the carrying
value of assets used in the Company's distribution center was recorded in
fiscal 1998 due to the anticipated facility move in fiscal 1999. Management
believes that there has been no other impairment of the Company's long-lived
assets as of January 30, 1999.
 
                                      F-8
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
 
 Store Pre-opening Costs
 
   Pre-opening costs incurred at new store locations are charged to expense as
incurred.
 
 Debt Issuance Costs
 
   Debt issuance costs of $258,000 and $51,000 were incurred in fiscal 1997 and
1998, respectively, in connection with the line of credit agreement. These
costs are included in other assets on the accompanying consolidated balance
sheets, net of accumulated amortization of $42,000 and $186,000 at January 31,
1998 and January 30, 1999, respectively.
 
 Deferred Rent
 
   Rent expense on leases is recorded on a straight-line basis over the lease
period. The excess of rent expense over the actual cash paid is recorded as
deferred rent.
 
 Revenue Recognition
 
   Revenue is recognized at the point of sale.
 
 Advertising Costs
 
   Advertising costs are charged to expense when the advertising is run.
Advertising expense, including grand opening advertising, was $2,082,000,
$2,301,000 and $5,036,000, net of certain vendor reimbursements, in fiscal
1996, 1997 and 1998, respectively.
 
 Supplemental Cash Flows Information
 
   For fiscal 1996, 1997 and 1998, the Company paid $802,000, $718,000 and
$1,211,000, respectively, for interest expense. For fiscal 1998, the Company
paid $57,000 for income taxes. Capitalized lease obligations of $1,911,000,
$45,000 and $3,315,000 were incurred on equipment leases entered into in fiscal
1996, 1997 and 1998, respectively.
 
 Recently Issued Accounting Pronouncements
 
   In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130, "Reporting Comprehensive Income." This statement establishes standards
for reporting and disclosure of comprehensive income. In June 1997, the FASB
issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information." This statement establishes standards for reporting of information
about operating segments and requires the reporting of selected information
about operating segments in interim financial statements. These statements were
adopted by the Company on February 1, 1998 and had no impact as the Company has
no other comprehensive income and operated as a single segment.
 
                                      F-9
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
 
2. PROPOSED INITIAL PUBLIC OFFERING:
 
   The Company is in the process of preparing a registration statement for the
sale of common stock to the public in an initial public offering (the
"Offering"). Upon the closing of the Offering, the outstanding shares of
Preferred stock will be converted into Common stock.
 
3. NET INCOME (LOSS) PER SHARE:
 
   Net income (loss) per share is calculated utilizing the principles of SFAS
No. 128, "Earnings per Share" ("EPS"). Basic EPS excludes potentially dilutive
securities and is computed by dividing net income available to common
shareholders by the weighted-average number of common shares outstanding for
the period. Diluted EPS is computed assuming the conversion or exercise of all
dilutive securities such as preferred stock, options and warrants.
 
   Under SFAS No. 128, the Company's granting of certain stock options,
warrants and convertible preferred stock resulted in potential dilution of
basic EPS. The following table summarizes the differences between basic
weighted average shares outstanding and diluted weighted average shares
outstanding used to compute diluted EPS.
 
<TABLE>
<CAPTION>
                                                     Fiscal Year Ended
                                            -----------------------------------
                                            February 1, January 31, January 30,
                                               1997        1998        1999
                                            ----------- ----------- -----------
<S>                                         <C>         <C>         <C>
Basic weighted average number of shares
 outstanding...............................  5,068,223   5,085,153   5,373,365
  Incremental shares from assumed exercise
   or conversion of:
    Stock options..........................         --          --   1,124,941
    Warrants...............................         --          --      27,496
    Preferred stock........................         --          --  11,250,273
                                             ---------   ---------  ----------
Diluted weighted average number of shares
 outstanding...............................  5,068,223   5,085,153  17,776,075
                                             =========   =========  ==========
</TABLE>
 
   The number of incremental shares from the assumed exercise of stock options
and warrants is calculated applying the treasury stock method. Stock options,
warrants and Preferred stock convertible into common shares were excluded from
the fiscal 1996 and 1997 calculation as they were anti-dilutive.
 
4. PROPERTY AND EQUIPMENT (in thousands):
 
<TABLE>
<CAPTION>
                                January 31, January 30,
                                   1998        1999
                                ----------- -----------
      <S>                       <C>         <C>
      Furniture and fixtures..   $ 13,796    $ 18,739
      Computers and
       equipment..............      9,625      12,596
      Leasehold improvements..     10,459      13,158
                                 --------    --------
                                   33,880      44,493
      Less--Accumulated
       depreciation and
       amortization...........    (11,884)    (18,588)
                                 --------    --------
                                 $ 21,996    $ 25,905
                                 ========    ========
</TABLE>
 
                                      F-10
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
 
5. ACCRUED LIABILITIES (in thousands):
 
<TABLE>
<CAPTION>
                                                         January 31, January 30,
                                                            1998        1999
                                                         ----------- -----------
      <S>                                                <C>         <C>
      Payroll and related expenses......................   $2,079      $ 3,163
      Other.............................................    5,196        6,892
                                                           ------      -------
                                                           $7,275      $10,055
                                                           ======      =======
</TABLE>
 
6. LINE OF CREDIT AND MASTER LEASE AGREEMENT:
 
   In fiscal 1996, the Company had a demand line of credit with a bank. The
Company could borrow up to $9,000,000, limited to a percentage of inventories,
as defined. The line bore interest at prime and was secured by substantially
all of the assets of the Company. At February 1, 1997, there were no borrowings
outstanding on the line.
 
   In October 1997, the Company entered into a new line of credit agreement
with a bank. The Company can borrow up to $35 million (including up to $7.5
million in the form of letters of credit) limited to a percentage of
inventories, as defined, with an option to increase to $60 million under
certain conditions. Amounts may be borrowed on the line through October 8,
2000. The line bears interest at the lender's prime commercial lending rate or,
if the Company elects, at an annual rate of LIBOR plus 2.5% and is secured by
substantially all of the assets of the Company. At January 30, 1999, there were
no borrowings outstanding on the line and the total amount available under the
line was $22,077,000, less outstanding letters of credit.
 
   Under these lines, the highest amount outstanding was $8,039,000,
$12,207,000 and $22,872,000 in fiscal 1996, 1997 and 1998, respectively. The
average amount outstanding was $2,400,000, $1,527,000 and $6,388,000, and the
weighted average interest rate was 8.25%, 8.92% and 9.04% in fiscal 1996, 1997
and 1998, respectively. At January 31, 1998 and January 30, 1999, there were
$388,000 and $914,000, respectively, in outstanding letters of credit issued
against the line. The line requires the Company to comply with various
covenants, as defined, and restricts the payment of dividends.
 
   In fiscal 1998, the Company entered into a master lease agreement with a
bank which provides for $5,000,000 for leasing new and used equipment. The
agreement requires that the leases be capital in nature and is subject to
certain covenants, as defined. In fiscal 1998, the Company financed $3,315,000
of equipment under the agreement. This agreement expires in March 1999.
 
7. INCOME TAXES:
 
   The Company files a consolidated Federal income tax return. The Company has
adopted SFAS No. 109, "Accounting for Income Taxes." The effect of this
statement is to take principally a balance sheet approach to providing deferred
income taxes. Deferred tax balances are regularly adjusted through the income
statement to reflect the current year estimate of future tax payments.
 
                                      F-11
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
 
   Income tax benefit consists of the following components (in thousands):
 
<TABLE>
<CAPTION>
                                                    Fiscal Year Ended
                                           -----------------------------------
                                           February 1, January 31, January 30,
                                              1997        1998        1999
                                           ----------- ----------- -----------
      <S>                                  <C>         <C>         <C>
      Current:
        Federal...........................   $   --       $ --       $   136
        State.............................       --         --            14
                                             ------       ----       -------
                                                 --         --           150
                                             ------       ----       -------
      Deferred:
        Federal...........................    2,038         39           829
        State.............................      210          4            --
                                             ------       ----       -------
                                              2,248         43           829
                                             ------       ----       -------
      Increase (decrease) in valuation
       allowance..........................    2,248         43        (7,166)
                                             ------       ----       -------
        Income tax benefit................   $   --       $ --       $(6,187)
                                             ======       ====       =======
</TABLE>
 
   The deferred tax effect of temporary differences giving rise to the
Company's deferred tax assets and liabilities consists of the following
components (in thousands):
 
<TABLE>
<CAPTION>
                                                         January 31, January 30,
                                                            1998        1999
                                                         ----------- -----------
      <S>                                                <C>         <C>
      Deferred tax assets:
        Deferred rent...................................   $   615     $  984
        Inventory reserves..............................       194        613
        Other...........................................       619        503
        Net operating loss carryforwards................     7,636      5,652
        AMT credit carryforwards........................        --        159
                                                           -------     ------
          Gross deferred tax asset......................     9,064      7,911
                                                           -------     ------
      Deferred tax liabilities:
        Depreciation....................................    (1,018)      (694)
        Other...........................................      (200)      (200)
                                                           -------     ------
          Gross deferred tax liabilities................    (1,218)      (894)
                                                           -------     ------
      Gross deferred tax asset, before valuation........     7,846      7,017
        Less--Valuation allowance.......................    (7,846)      (680)
                                                           -------     ------
          Net deferred tax asset........................   $    --     $6,337
                                                           =======     ======
</TABLE>
 
   Valuation allowances, primarily attributable to the Federal net operating
loss carryforward, were established in fiscal 1996 and 1997 in accordance with
the provisions of FASB Statement No. 109, "Accounting for Income Taxes". The
Company reversed $7,166,000 of the valuation allowance in fiscal 1998 based on
management's assessment that it is more likely than not that the net deferred
tax assets will be realized through future taxable earnings.
 
                                      F-12
<PAGE>
 
                      ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                               JANUARY 30, 1999
 
   The reconciliation of the Federal statutory rate to the Company's effective
income tax rate is as follows:
 
<TABLE>
<CAPTION>
                                                   Fiscal Year Ended
                                          -----------------------------------
                                          February 1, January 31, January 30,
                                             1997        1998        1999
                                          ----------- ----------- -----------
      <S>                                 <C>         <C>         <C>
      Tax provision (benefit) at Federal
       statutory rate....................    (34.0)%     (34.0)%      34.0%
      State taxes, net of Federal
       benefit...........................     (3.5)       (2.7)        0.3
      Other..............................      0.2         8.1         0.5
      Increase (decrease) in valuation
       allowance.........................     37.3        28.6      (254.8)
                                             -----       -----      ------
                                               -- %        -- %     (220.0)%
                                             =====       =====      ======
</TABLE>
 
   The Federal net operating loss carryforward expires as follows (in
thousands):
 
<TABLE>
<CAPTION>
        Fiscal
        ------
        <S>                                                              <C>
        2014............................................................ $   501
        2015............................................................   7,636
        2016............................................................   6,391
                                                                         -------
                                                                         $14,528
                                                                         =======
</TABLE>
 
8. CONVERTIBLE PREFERRED STOCK:
 
   The components of preferred stock as of January 31, 1998 and January 30,
1999 are as follows:
 
<TABLE>
<CAPTION>
                                                         Common
       Preferred                                         Stock
         Stock           Price/   Shares     Shares    Conversion  Liquidation
         Series          Share  Authorized Outstanding    Rate     Preferences
       ---------         ------ ---------- ----------- ----------  -----------
                                                                  (in thousands)
<S>                      <C>    <C>        <C>         <C>        <C>
A....................... $24.00 1,000,000     806,559   4.57143      $19,357
B.......................  24.00 1,000,000      98,078   4.0            2,354
BB......................  24.00   846,412     748,334   4.57143       17,960
C.......................  22.50   750,000     749,984   5.0           16,875
Unallocated.............     --   403,588          --                     --
                                ---------   ---------                -------
                                4,000,000   2,402,955                $56,546
                                =========   =========                =======
</TABLE>
 
   The series A, B, BB and C preferred stock (collectively, the Preferred
stock) is convertible into Common stock based on a defined conversion rate and
must be converted upon the closing of a public Common stock offering, as
defined. The Preferred stock has voting rights equal to the number of Common
shares into which it is convertible, participates in dividends to the extent
they are declared on the Common stock and has preference in liquidation which
includes dividends accrued
 
                                     F-13
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
but not yet paid. Upon liquidation, the series C holders would receive $11.25
per share plus accrued but unpaid dividends before any other distributions,
with the remainder paid in parity with the series A, B and BB preferred
holders.
 
9. COMMON STOCK OPTIONS AND WARRANTS:
 
   The Company's 1993 Stock Incentive Plan provides for the granting of Common
stock, Common stock options and stock appreciation rights to key employees and
members of the Board of Directors. The Company's 1998 Equity Compensation Plan
provides for the granting of Common stock options, restricted stock, stock
appreciation rights and performance units to employees, Board members and
consultants. Required disclosure information regarding the 1993 Stock Incentive
Plan and the 1998 Equity Compensation Plan (collectively, the "Plans") have
been combined due to similarities in the Plans.
 
   The Company has reserved 3,700,000 shares of its Common stock for awards
under the Plans. The Company accounts for the Plans under APB Opinion No. 25,
under which no compensation cost has been recognized. Had compensation cost for
the options issued under the Plans and 20,000 options issued in fiscal 1995
outside the Plans been determined consistent with SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company's net income (loss), basic EPS and
diluted EPS would have been equal to the pro forma amounts indicated below (in
thousands except per share data):
 
<TABLE>
<CAPTION>
                                                     Fiscal Year Ended
                                            -----------------------------------
                                            February 1, January 31, January 30,
                                               1997        1998        1999
                                            ----------- ----------- -----------
<S>                     <C>                 <C>         <C>         <C>
Net income (loss)...... As reported........   $(6,023)    $ (153)     $8,999
                        Pro forma..........    (6,246)      (626)      8,102
Basic EPS.............. As reported........   $ (1.19)    $(0.03)     $ 1.67
                        Pro forma..........     (1.23)     (0.12)       1.51
Diluted EPS............ As reported........   $ (1.19)    $(0.03)     $ 0.51
                        Pro forma..........     (1.23)     (0.12)       0.46
</TABLE>
 
   The weighted average fair value of options granted in fiscal 1996, 1997 and
1998 was $0.92, $0.78 and $2.60, respectively. The fair value of each option
grant is estimated on the grant date using the Black-Scholes option pricing
model with the following assumptions:
 
<TABLE>
<CAPTION>
                                                     Fiscal Year Ended
                                            -----------------------------------
                                            February 1, January 31, January 30,
                                               1997        1998        1999
                                            ----------- ----------- -----------
<S>                                         <C>         <C>         <C>
Expected dividend rate.....................      --          --          --
Expected volatility........................      --          --        45.0%
Weighted average risk-free interest rate...     6.5%        6.4%        5.3%
Expected lives (years).....................       4           4           4
</TABLE>
 
                                      F-14
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
 
   Because the SFAS No. 123 method of accounting is not required to be applied
to options granted prior to January 29, 1995, the resulting pro forma
compensation charge may not be representative of that to be expected in future
years.
 
   In fiscal 1996, 1997 and 1998, the Company granted 758,101, 1,169,507 and
472,497 options, respectively, under the Plans to employees and directors to
purchase Common stock at prices ranging from $3.33 to $9.00 per share. Options
to purchase 400,000 shares of Common stock vest 100% after three years and
remaining options primarily vest over a four-year period from the date of
grant. All options were issued with exercise prices equal to the fair market
value on the grant date. The options are exercisable over a maximum of 10
years.
 
   Information with respect to all options outstanding, including options to
purchase 130,000 shares of Common stock issued outside the Plans prior to
fiscal 1996, is as follows:
 
<TABLE>
<CAPTION>
                                                                    Weighted
                                                     Option Price Average Price
                                           Shares     Per Share     Per Share
                                         ----------  ------------ -------------
<S>                                      <C>         <C>          <C>
Options outstanding, February 3, 1996...  1,047,093   $0.67-4.00      $3.79
  Granted...............................    758,101         4.00       4.00
  Exercised.............................     (4,878)   3.33-4.00       3.66
  Canceled..............................   (217,116)   3.33-4.00       3.97
                                         ----------   ----------      -----
Options outstanding, February 1, 1997...  1,583,200    0.67-4.00       3.79
  Granted...............................  1,169,507    3.33-4.00       3.56
  Exercised.............................    (10,392)   3.33-4.00       3.46
  Canceled..............................   (186,583)   3.33-4.00       3.40
  Change in exercise price--
    Original price...................... (1,222,685)        4.00       4.00
    New price...........................  1,222,685         3.33       3.33
                                         ----------   ----------      -----
Options outstanding, January 31, 1998...  2,555,732    0.67-4.00       3.39
  Granted...............................    472,497    4.00-9.00       6.26
  Exercised.............................    (22,048)        3.33       3.33
  Canceled..............................   (153,319)   3.33-9.00       3.83
                                         ----------   ----------      -----
Options outstanding, January 30, 1999...  2,852,862   $0.67-9.00      $3.84
                                         ==========   ==========      =====
</TABLE>
 
   At January 30, 1999, the weighted average contractual life of all options
outstanding was 7.8 years, there were 1,006,767 options vested at a weighted
average exercise price of $3.38 and there were 939,820 shares reserved under
the Plans which were not covered by stock options granted.
 
   In fiscal 1996 and fiscal 1997, the Company granted warrants to purchase
15,000 shares and 32,550 shares of Common stock, respectively, to certain
consultants. The warrants have an exercise price of $4.00 per share and are
exercisable on various dates through January 2003. The agent who placed the
series A preferred purchased for $561 warrants to purchase 56,073 shares of
Common stock at a price of $6.00 per share. The warrants expire in June 1999.
 
                                      F-15
<PAGE>
 
                       ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
 
10. COMMITMENTS AND CONTINGENCIES:
 
 Leases
 
   The Company leases retail, distribution and office space and equipment under
various operating leases. Most store leases typically have an average initial
term of ten years, with two five-year renewal options. Certain leases provide
for additional rent contingent upon store sales levels. Base rent expense for
fiscal 1996, 1997 and 1998 was approximately $9,654,000, $11,468,000 and
$13,927,000, respectively.
 
   The Company has entered into several leases for store and distribution
center equipment and fixtures that have been accounted for as capital leases.
The capitalized cost of $5,034,000 and $6,961,000 and related accumulated
amortization of $1,970,000 and $2,336,000 has been included in property and
equipment at January 31, 1998 and January 30, 1999, respectively. The present
value of the minimum lease payments as of January 30, 1999 is as follows (in
thousands):
 
<TABLE>
      <S>                                                                <C>
      Total minimum lease payments...................................... $5,100
      Less-- Amount representing interest...............................   (558)
                                                                         ------
      Present value of minimum lease payments........................... $4,542
                                                                         ======
</TABLE>
 
   Future minimum lease payments under the Company's operating and capital
leases, including leases for stores, a distribution facility and office space
opening in fiscal 1999 which were entered into before January 30, 1999, are as
follows (in thousands):
 
<TABLE>
<CAPTION>
      Fiscal                                                   Operating Capital
      ------                                                   --------- -------
      <S>                                                      <C>       <C>
      1999.................................................... $ 19,168  $2,075
      2000....................................................   21,288   1,598
      2001....................................................   21,688   1,022
      2002....................................................   22,021     405
      2003....................................................   22,400      --
      2004 and thereafter.....................................   58,904      --
                                                               --------  ------
                                                               $165,469  $5,100
                                                               ========  ======
</TABLE>
 
 401(k) Plan
 
   On October 1, 1996, the Company adopted a 401(k) plan for its employees (the
"Plan"). The Plan, as amended, allows participants to contribute up to 15% of
their compensation and permits a discretionary employer match, subject to
certain defined limitations. Employer contributions vest 20% per year. No
employer contributions were made in fiscal 1996, 1997 or 1998.
 
 General
 
   From time to time, the Company is named as a defendant in legal actions
arising from its normal business activities. Although the amount of any
liability that could arise with respect to currently pending actions cannot be
estimated, in the opinion of the Company, any such liability will not have a
material adverse effect on its financial position, operating results or
liquidity.
 
                                      F-16
<PAGE>
 
 
 
 
 [Depicted on the inside back cover page are photographs of Zany Brainy stores
                           and grand opening events]
<PAGE>
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
         , 1999
 
                                     [LOGO]
 
                               Zany Brainy, Inc.
                               Shares of Common Stock
 
                               ----------------
 
                                   PROSPECTUS
 
                               ----------------
 
                          Donaldson, Lufkin & Jenrette
 
                                 BT Alex. Brown
 
                            William Blair & Company
 
                           U.S. Bancorp Piper Jaffray
 
                               ----------------
                                 DLJdirect Inc.
 
--------------------------------------------------------------------------------
 
We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor
any sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of Zany Brainy
have not changed since the date hereof.
 
--------------------------------------------------------------------------------
 
--------------------------------------------------------------------------------
 
Until      , 1999 (25 days after the date of this prospectus), all dealers,
whether or not participating in this offering, that effect transactions in
these securities may be required to deliver a prospectus. This is in addition
to the dealer's obligation to deliver a prospectus when acting as an
underwriter in this offering and when selling previously unsold allotments or
subscriptions.
 
--------------------------------------------------------------------------------
 
<PAGE>
 
                                    Part II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13. Other Expenses of Issuance and Distribution.
 
   The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimated
except the Securities and Exchange Commission registration fee, the NASD filing
fee and the Nasdaq National Market listing fee.
 
<TABLE>
   <S>                                                               <C>
   Securities and Exchange Commission registration fee.............. $27,174.50
   National Association of Securities Dealers, Inc. filing fee...... $10,275.00
   Transfer Agent's fees and expenses...............................          *
   Printing and engraving expenses..................................          *
   Legal fees and expenses..........................................          *
   Blue sky fees and expenses....................................... $ 7,500.00
   Nasdaq National Market listing fee...............................
   Accountants' fees and expenses...................................          *
   Miscellaneous....................................................          *
                                                                     ----------
   Total Expenses................................................... $
                                                                     ==========
</TABLE>
--------
* To be provided by amendment.
 
Item 14. Indemnification of Directors and Officers.
 
   The Pennsylvania Business Corporation Law and Zany Brainy's Amended and
Restated Bylaws limit the monetary liability of directors to Zany Brainy and to
its shareholders and provide for indemnification of Zany Brainy's officers and
directors for liabilities and expenses that they may incur in such capacities.
In general, officers and directors are indemnified with respect to actions
taken in good faith in a manner reasonably believed to be in, or not opposed
to, the best interests of Zany Brainy, and with respect to any criminal action
or proceeding, actions that the indemnitee had no reasonable cause to believe
were unlawful. In addition, Zany Brainy's Amended and Restated Bylaws provide
that Zany Brainy shall indemnify its officers and directors to the fullest
extent permitted by Pennsylvania law, including some instances in which
indemnification is otherwise discretionary under Pennsylvania law. Reference is
made to Zany Brainy's Amended and Restated Bylaws filed as Exhibit 3.2 hereto.
 
   Zany Brainy has an insurance policy which insures the directors and officers
of Zany Brainy against certain liabilities which might be incurred in
connection with the performance of their duties.
 
Item 15. Recent Sales of Unregistered Securities
 
   During the past three years, Zany Brainy has issued and sold unregistered
securities in the transactions described below.
 
Shares of Preferred Stock
 
1. Pursuant to a Purchase Agreement dated September 24, 1996 and November 27,
   1996, Zany Brainy issued an aggregate of 749,984 shares of series C
   convertible preferred Stock to 39 accredited investors for a purchase price
   of $22.50 per share, or an aggregate purchase price of $16,874,640.
 
                                      II-1
<PAGE>
 
2. Pursuant to a Purchase Agreement dated September 24, 1996, Zany Brainy
   issued an aggregate of 748,334 shares of Series BB Convertible Preferred
   Stock to 35 holders of Zany Brainy's Series B Convertible Preferred Stock in
   exchange for these holders' shares of Series B Convertible Preferred Stock.
 
Options to Purchase Common Stock
 
3. The Company from time to time has granted stock options to employees,
   directors and consultants. The following table sets forth certain
   information regarding such grants:
 
<TABLE>
<CAPTION>
                                                        No. of      Range of
                                                        Shares   Exercise Prices
                                                       --------- ---------------
   <S>                                                 <C>       <C>
   1996...............................................   758,101      $4.00
   1997............................................... 1,169,507 $3.33 to $4.00
   1998...............................................   472,497 $4.00 to $9.00
</TABLE>
 
4. The following table sets forth certain information regarding option
   exercises:
 
<TABLE>
<CAPTION>
                                                          No. of    Range of
                                                          Shares Exercise Prices
                                                          ------ ---------------
   <S>                                                    <C>    <C>
   1996..................................................  4,878 $3.33 to $4.00
   1997.................................................. 10,392 $3.33 to $4.00
   1998.................................................. 22,048      $3.33
</TABLE>
 
   Zany Brainy believes that the issuance of shares and grants of options
described above did not involve a public offering and were exempt from
registration under Section 4(2) of the Securities Act because such issuances
and grants were made to a limited group of persons, each of whom was believed
to have been a sophisticated investor or had a pre-existing business or
personal relationship with Zany Brainy or its management and because each such
person was purchasing for investment without a view to further distribution.
Restrictive legends were placed on stock certificates and are contained in
stock option agreements evidencing the securities described above. In addition,
shares issued upon exercise of options were exempt from registration under Rule
3(b) of the Securities Act and Rule 702 promulgated thereunder.
 
                                      II-2
<PAGE>
 
Item 16. Exhibits and Financial Statement Schedules.
 
   (a) The following exhibits are filed as part of this registration statement:
 
                                    EXHIBITS
 
<TABLE>
<CAPTION>
 Exhibit
 Number  Description
 ------- ----------------------------------------------------------------------
 <C>     <S>
   1*    Underwriting Agreement
   3.1*  Form of Amended and Restated Articles of Incorporation
   3.2*  Amended and Restated Bylaws
   5*    Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the
          shares of common stock being registered
  10.1*  1993 Stock Incentive Plan
  10.2*  1998 Equity Compensation Plan
         Form of Stock Purchase Agreement providing registration rights to
  10.3   certain shareholders
  10.4*  Employment Agreement with Keith C. Spurgeon
  10.5*  Employment Agreement with Thomas G. Vellios
  10.6*  Employment Agreement with Robert A. Helpert
  10.7*  Loan Agreement dated October 9, 1997, as amended, between Zany Brainy,
         Inc. and First Union Corporation.
  21     Subsidiaries
  23.1   Consent of Arthur Andersen LLP
         Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed
  23.2*  as Exhibit 5 hereto)
         Power of Attorney (included on signature page to this Registration
  24.1   Statement)
  27     Financial Data Schedule
</TABLE>
--------
*  To be filed by amendment.
 
   (b) Financial statement schedules have been omitted because they are
inapplicable, are not required under applicable provisions of Regulation S-X,
or the information that would otherwise be included in such schedules is
contained in the registrant's financial statements or accompanying notes.
 
Item 17. Undertakings.
 
   (a) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
 
   (b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
 
                                      II-3
<PAGE>
 
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
 
   (c) The undersigned Registrant hereby undertakes that:
 
  (1) For purposes of determining any liability under the Securities Act, the
          information omitted from the form of prospectus filed as part of
          this Registration Statement in reliance upon Rule 430A and
          contained in a form of prospectus filed by the Registrant pursuant
          to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall
          be deemed to be part of this Registration Statement as of the time
          it was declared effective.
 
  (2) For the purpose of determining any liability under the Securities Act,
          each post-effective amendment that contains a form of prospectus
          shall be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.
 
                                      II-4
<PAGE>
 
                                   SIGNATURES
 
   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Wynnewood,
Pennsylvania on March 19, 1999.
 
                                          ZANY BRAINY, INC.
 
                                                   /s/ Keith C. Spurgeon
                                          By:
                                              ---------------------------------
                                               Keith C. Spurgeon
                                               Chairman of the Board and Chief
                                               Executive Officer
 
   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
 
   EACH PERSON IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS KEITH C.
SPURGEON AND ROBERT A. HELPERT, AND EACH OF THEM ACTING ALONE, HIS OR HER TRUE
AND LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE AND
CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, ANY AND ALL AMENDMENTS
AND POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, AND INCLUDING ANY
REGISTRATION STATEMENT FOR THE SAME OFFERING THAT IS TO BE EFFECTIVE UPON
FILING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, WITH EXHIBITS THERETO
AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND CONFIRMS
ALL THAT SAID ATTORNEY-IN-FACT OR HIS OR HER SUBSTITUTE OR SUBSTITUTES MAY DO
OR CAUSE TO BE DONE BY VIRTUE HEREOF.
 
<TABLE>
<S>                              <C>                            <C>
          Signature                     Capacity                            Date
 
/s/ Keith C. Spurgeon                 Chairman of the                   March 19, 1999
-----------------------------------   Board and Chief             
         Keith C. Spurgeon            Executive Officer           
                                      (principal executive officer)
                                      
/s/ Robert A. Helpert                 Chief Financial                   March 19, 1999
-----------------------------------   Officer (principal
         Robert A. Helpert            financial and
                                      accounting officer)
 
                 
/s/ Phillip Cohen                     Director                          March 19, 1999
-----------------------------------
           Phillip Cohen
 

/s/ C. Donald Dorsey 
-----------------------------------   Director                          March 19, 1999
         C. Donald Dorsey
 

/s/ Robert A. Fox                     Director                          March 19, 1999
-----------------------------------
           Robert A. Fox
</TABLE> 
 
                                      II-5
<PAGE>

<TABLE> 
<S>                                   <C>                               <C>           
/s/ Gerald R. Gallagher               Director                          March 19, 1999
-----------------------------------
        Gerald R. Gallagher
 
                 
/s/ Henry Nasella                     Director                          March 19, 1999
-----------------------------------
           Henry Nasella
 
/s/ Yves B. Sisteron
-----------------------------------    Director                         March 19, 1999
         Yves B. Sisteron
 

/s/ David V. Wachs                     Director                         March 19, 1999
-----------------------------------
          David V. Wachs
</TABLE>
 
                                      II-6
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 Exhibit
 Number  Description
 ------- ----------------------------------------------------------------------
 <C>     <S>
   1*    Underwriting Agreement
   3.1*  Form of Amended and Restated Articles of Incorporation
   3.2*  Amended and Restated Bylaws
   5*    Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the
          shares of common stock being registered
  10.1*  1993 Stock Incentive Plan
  10.2*  1998 Equity Compensation Plan
         Form of Stock Purchase Agreement providing registration rights to
  10.3   certain shareholders
  10.4*  Employment Agreement with Keith C. Spurgeon
  10.5*  Employment Agreement with Thomas G. Vellios
  10.6*  Employment Agreement with Robert A. Helpert
  10.7*  Loan Agreement dated October 9, 1997, as amended, between Zany Brainy,
         Inc. and First Union Corporation.
  21     Subsidiaries
  23.1   Consent of Arthur Andersen LLP
         Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed
  23.2*  as Exhibit 5 hereto)
         Power of Attorney (included on signature page to this Registration
  24.1   Statement)
  27     Financial Data Schedule
</TABLE>
--------
*  To be filed by amendment.
[{"type": "S-1", "sequence": "1", "description": "FORM S-1 FOR ZANY BRAINY, INC.", "secsgml_size_bytes": 242571}]
{"company-data": {"conformed-name": "ZANY BRAINY INC", "cik": "0001082193", "assigned-sic": "", "irs-number": "232663337", "state-of-incorporation": "PA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-74719", "film-number": "99569055"}, "business-address": {"street1": "308 E LANCASTER AVE", "city": "WYNNEWOOD", "state": "PA", "zip": "19096", "phone": "6108961500"}, "mail-address": {"street1": "308 E LANCASTER AVE", "city": "WYNNEWOOD", "state": "PA", "zip": "19096"}}
As filed with the Securities and Exchange Commission on March 19, 1999
                                                      Registration No. 333-
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
 
                               ----------------
 
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
 
                               ----------------
 
                               ZANY BRAINY, INC.
             (Exact name of registrant as specified in its charter)
 
                               ----------------
Pennsylvania                         5945                 23-2663337
  (State or other jurisdiction     (Primary Standard Industrial    (IRS Employer
of incorporation or organization)    Classification Code No.)   Identification No.)
----------------
 
                           308 East Lancaster Avenue
                              Wynnewood, PA 19096
                                 (610) 896-1500
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
 
                               ----------------
 
                               Keith C. Spurgeon
                            Chief Executive Officer
                           308 East Lancaster Avenue
                              Wynnewood, PA 19096
                                 (610) 896-1500
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                        Copies of all communications to:
 
             ALAN SINGER                            THOMAS C. SADLER
     Morgan, Lewis & Bockius LLP                    Latham & Watkins
         1701 Market Street                  633 West 5th Street, Suite 4000
     Philadelphia, PA 19103-2921                  Los Angeles, CA 90071
           (215) 963-5000                            (213) 485-1234
 
                               ----------------
 
   Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
 
   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
 
   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
 
   If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
 
                        CALCULATION OF REGISTRATION FEE
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Proposed
                                      maximum aggregate
    Title of each class of                offering                     Amount of
  securities to be registered            price(1)(2)                registration fee
------------------------------------------------------------------------------------
Common Stock, $.01 par value...          $97,750,000                   $27,174.50
------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Includes shares which the underwriters will have the option to purchase to
    cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(o) under the Securities Act of 1933, as amended.
 
                               ----------------
 
   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to such
Section 8(a), may determine.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+We will amend and complete the information in this prospectus. Although we    +
+are permitted by US federal securities law to offer these securities using    +
+this prospectus, we may not sell them or accept your offer to buy them until  +
+the documentation filed with the SEC relating to these securities has been    +
+declared effective by the SEC. This prospectus is not an offer to sell these  +
+securities or our solicitation of your offer to buy these securities in any   +
+jurisdiction where that would not be permitted or legal.                      +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                     SUBJECT TO COMPLETION--March 19, 1999
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Prospectus
        , 1999
 
                                      Logo
 
                               Zany Brainy, Inc.
 
                               Shares of Common Stock
 
--------------------------------------------------------------------------------
  Zany Brainy:                    The Offering:
 
 
  .We are a leading              .We are offering
   specialty retailer of                   of the
   high quality toys,             shares and existing
   games, books and               shareholders are
   multimedia products            offering        of
   for children.                  the shares.
 
  .Zany Brainy, Inc.             .The underwriters    
   308 East Lancaster Avenue      have an option to  
   Wynnewood, PA 19096            purchase an        
   (610) 896-1500                 additional         
                                  shares from Zany   
                                  Brainy and   from 
                                  the selling        
                                  shareholders.       
                                
 
  Proposed Symbol and            .This is our initial  
    Market:                       public offering,   
                                  and no public      
                                  market currently   
                                  exists for our     
                                  shares.             
  
   .ZANY/Nasdaq National         .We plan to use the   
    Market                        proceeds from this  
                                  offering to repay   
                                  bank debt, open new 
                                  stores, implement   
                                  new enterprise      
                                  software and for    
                                  other working       
                                  capital and general 
                                  corporate purposes. 
                                  We will not receive 
                                  any proceeds from   
                                  the shares sold by  
                                  the selling         
                                  shareholders.        
                               
 
                                . Closing:      , 1999
 
  ---------------------------------------------------
Per Share   Total
  -------------------------------------------------------
  Public offering price:                $           $
  Underwriting fees:
  Proceeds to Zany Brainy:
  Proceeds to the selling shareholders:
---------------------------------------------------
 
    This investment involves risks. See "Risk Factors" beginning on page 5.
 
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Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
 
--------------------------------------------------------------------------------
 
Donaldson, Lufkin & Jenrette
                  BT Alex. Brown
                           William Blair & Company
                                                      U.S. Bancorp Piper Jaffray
 
              The undersigned is facilitating Internet distribution.
 
                                 DLJdirect Inc.
[Depicted in the inside front cover page are photographs of Zany Brainy stores
        and grand opening events and a graphic of the mission statement]
 
                               TABLE OF CONTENTS
Page                                                            Page 
                                      ----                                                            ----
Prospectus Summary..................    1                  Our Business.............................. 26  
Risk Factors........................    5                  Management................................ 35  
Forward-Looking Statements..........   13                  Certain Transactions...................... 40  
Use of Proceeds.....................   14                  Principal and Selling Shareholders........ 42  
Dividend Policy.....................   14                  Description of Capital Stock.............. 44  
Capitalization......................   15                  Shares Eligible for Future Sale........... 47  
Dilution............................   16                  Underwriting.............................. 48  
Selected Consolidated Historical                           Experts................................... 51 
  Financial and Operating Data......   17                  Legal Matters............................. 51 
Management's Discussion and Analysis                       Additional Information.................... 51 
 of Financial Condition and Results                        Index to Our Financial Statements......... F-1
 of Operations......................   19
PROSPECTUS SUMMARY
 
   The following summarizes information in other sections of our prospectus,
including our consolidated financial statements and the notes to these
statements. This summary is not complete and does not contain all of the
information that you should consider before investing in our common stock. You
should read the entire prospectus carefully. Generally, references to "Zany
Brainy," "the Company," "we," "us" and "our" mean Zany Brainy, Inc. and our
subsidiaries. Our fiscal year ends on the Saturday nearest to January 31 and is
named for the calendar year ending closest to that date. For example, our
fiscal year ended January 30, 1999 is called "1998."
 
                                  The Company
 
   Zany Brainy is a leading and rapidly growing specialty retailer of high
quality toys, games, books and multimedia products for kids. We are a different
kind of toy store with a unique product mission and a passionate commitment to
our customers. We believe that learning should be fun. We sell over 15,000
products that entertain, educate and spark the imaginations of children up to
12 years of age. Zany Brainy 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. We opened our first store in Pennsylvania in 1991 and, as of March 15,
1999, we operated 77 stores in 19 states. We opened 23 new stores last year and
plan to add approximately 25 stores in 1999, two of which we have already
opened, and 25 stores in 2000. Our sales grew 36.6% in 1998 to $168.5 million
and we experienced comparable store sales growth of 9.1% in 1997 and 9.9% in
1998.
 
 Our Unique Product Mission
 
   We believe that our customers trust us to provide high quality merchandise
for kids at the right price. We carefully select products that encourage
children's educational, emotional or physical development. Zany Brainy does not
sell products that are inconsistent with our mission, such as toys that may
reinforce gender stereotypes or encourage violence. In addition, we generally
do not offer TV-promoted, mass marketed items. We believe that our
merchandising philosophy has enabled us to earn the confidence, loyalty and
trust of our customers. We purchase our selection of over 15,000 stock keeping
units from more than 400 suppliers in 20 different countries. Our extensive
selection of merchandise includes:
 
  . Toys, games and puzzles                 . Infant development toys
 
 
  . Books, audio cassettes and videotapes   . Arts and crafts
 
 
                                            . Building toys and trains
  . Computer software and electronic learning aids
 
 
  . Plush and dolls                         . Sport-theme toys
 
   Many manufacturers of the specialty products we offer currently do not sell
their products through discounters or mass market retailers. Excluding books
and multimedia, we believe that generally less than 30% of the stock keeping
units that we carry are available at Toys "R" Us. To further differentiate our
merchandise selection, we work closely with several specialty suppliers to
secure exclusive product or licensing arrangements.
 
 Our Inviting and Interactive Stores
 
   Our prototype 10,600 square foot stores are bright, colorful and inviting
and present our product offering in 11 major categories. Large banners with
unique graphics identify each of these categories
 
                                       1
to help customers find specific items quickly. Our stores are fully-carpeted
and have low shelving to encourage children to see, touch and play with our
products. Children can read books in our reading area, try software products
and play with electronic learning aids at one of our interactive demonstration
stations or watch movies in our Zany Showtime Theater. Our stores also feature
free fun every day, offering scheduled events such as creative arts and crafts
activities, character and author appearances and mini-concerts by well-known
children's performers. We believe these elements make our stores an attractive
destination for children and adults.
 
 Our Knowledgeable and Highly-Trained Associates
 
   Our highly-trained sales associates provide knowledgeable and enthusiastic
service that we believe helps us maintain the confidence, loyalty and trust of
our customers. Zany Brainy seeks employees that have a passion for addressing
the needs of our customers, enjoy working with children and appreciate how kids
learn through play. Accordingly, we actively recruit educators, child care
providers and back-to-work parents as sales associates. We train our sales
associates to proactively advise customers on product features, benefits and
age-appropriateness. In addition, we staff our stores with book, multimedia and
other specialists who have an in-depth knowledge of their product categories.
 
 Principal Executive Offices:
 
   Zany Brainy, Inc.
   308 East Lancaster Avenue
   Wynnewood, PA 19096
   Phone: 610-896-1500
 
 Incorporation:
 
   We were incorporated in 1991 in Pennsylvania under the name Children's
Concept, Inc. and, in March 1999, we changed our name to Zany Brainy, Inc.
 
                                       2
The Offering
Common stock offered by:
  Zany Brainy................     shares
  Selling shareholders.......     shares
                                  ----------------
    Total....................     shares
Common stock to be
 outstanding
 after this offering.........     shares (a)
Use of proceeds.............. We plan to use the proceeds from this offering
                              to repay bank debt, open new stores, implement
                              new enterprise software and for other working
                              capital and general corporate purposes. We will
                              not receive any proceeds from the shares sold by
                              the selling shareholders.
Proposed Nasdaq National
 Market symbol............... ZANY
--------------
(a)  Based on shares outstanding at March 15, 1999, excluding:
 
  . 2,953,429 shares of common stock issuable upon the exercise of options
    and warrants outstanding as of March 15, 1999 at a weighted average
    exercise price of $3.89 per share; and
 
  . 942,826 shares reserved for future grants under our 1993 stock incentive
    plan and our 1998 equity compensation plan.
 
   Generally, the information in this prospectus: (1) assumes there is no
exercise of the underwriters' over-allotment option; and (2) gives effect to
the conversion of all outstanding shares of preferred stock into 11,250,273
shares of common stock.
 
                                       3
Summary Consolidated Financial Data
 
   The following table sets forth certain of our financial data. You should
read this information together with our "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and our consolidated
financial statements and related notes included elsewhere in this prospectus.
Fiscal Year (a)
                               ---------------------------------------------
                                1994     1995     1996      1997      1998
                                   (in thousands, except per share,
                                 number of stores and sales per square
                                              foot data)
Statement of Operations Data:
  Net sales................... $23,471  $54,372  $92,563  $123,345  $168,471
  Gross profit (b)............   6,446   13,400   23,358    33,893    50,318
  Selling, general and
   administrative expenses....  13,310   21,110   28,732    33,581    46,376
  Operating income (loss).....  (6,864)  (7,710)  (5,374)      312     3,942
  Net income (loss)...........  (6,658)  (7,828)  (6,023)     (153)    8,999(c)
  Net income (loss) per common
   share:
   Basic...................... $ (1.35) $ (1.55) $ (1.19) $  (0.03) $   1.67(c)
   Diluted (d)................   (1.35)   (1.55)   (1.19)    (0.03)     0.51(c)
  Weighted average shares
   outstanding:
   Basic......................   4,930    5,065    5,068     5,085     5,373
   Diluted (d)................   4,930    5,065    5,068     5,085    17,776
Store Data:
  Number of stores at end of
   fiscal year................      16       31       43        52        75
  Total square feet at end of
   fiscal year................     189      387      538       630       868
  Comparable store sales
   increase (e)...............    17.3%     0.3%     4.3%      9.1%      9.9%
  Sales per square foot (f)... $   245  $   202  $   183  $    203  $    227
  Average sales per store
   (f)........................   2,502    2,382    2,286     2,523     2,746
Operating Data:
  Gross profit margin.........    27.5%    24.6%    25.2%     27.5%     29.9%
  Operating margin (loss).....   (29.2)   (14.2)    (5.8)      0.3       2.3
  Capital expenditures........ $ 5,432  $ 7,377  $ 6,276  $  6,420  $  7,309
  Depreciation and
   amortization...............     730    2,115    3,713     5,017     6,859
As of January 30, 1999
                                                        -----------------------
                                                                  Pro Forma,
                                                        Actual  As Adjusted (g)
                                                        (dollars in thousands)
Balance Sheet Data:
  Inventories.......................................... $43,252     $43,252
  Working capital......................................  25,542
  Total assets.........................................  82,141
  Short-term borrowings................................       0           0
  Capitalized lease obligations, including current
   portion.............................................   4,542       4,542
  Total shareholders' equity...........................  48,291
--------
(a)  Our fiscal year consists of 52 or 53 weeks, ends on the Saturday nearest
     January 31 and is named for the calendar year ending closest to that date.
     All fiscal years presented include 52 weeks of operations, except 1995
     which includes 53 weeks.
(b)  Gross profit represents net sales less cost of goods sold, which includes
     buying, distribution and store occupancy costs.
(c)  Net income for 1998 includes a net income tax benefit of $6,187 due to the
     $7,166 benefit recorded for our net operating loss carryforward, partially
     offset by the current year's income tax expense of $979.
(d)  Stock options, warrants and preferred stock convertible into common stock
     were excluded from the calculation of diluted net loss per common share
     for 1994 through 1997 as they were anti-dilutive due to the losses in each
     of those years.
(e)  A store becomes comparable in the 14th full month of store operations.
(f)  Based on stores opened for the entire period.
(g)  Represents actual data, as adjusted, to give effect to (1) the conversion
     of all preferred stock into 11,250,273 shares of common stock and (2) the
     sale of      shares of common stock offered by us at an assumed initial
     public offering price of $    after deducting underwriting discounts and
     commissions and estimated offering expenses and the application of the
     estimated net proceeds.
 
                                       4
RISK FACTORS
 
   You should carefully consider the following factors and other information in
this prospectus before deciding to invest in shares of our common stock.
 
We have a history of net losses and limited experience with the performance of
our prototype stores
 
   Since our inception in 1991, we have reported net losses for each year
except for 1998, when we reported net income for the first time. At March 15,
1999, we operated 77 stores, nine of which were opened in 1997, 23 in 1998 and
two in 1999. The results achieved to date by our store base may not be
indicative of the results that may be achieved from a larger number of stores.
We have limited experience with the performance of our current 10,600 square
foot prototype store. Most of the stores we opened in 1997 and 1998, as well as
most of the 25 stores to be opened in 1999, are based on this prototype store,
which is smaller than many of our older stores. Our actual experience with
these newer stores is generally limited to one full year or less. Not all of
our new stores have performed up to our expectations. If our new stores fail to
generate income at a level that meets expectations, or if we report net losses
in future years, the price of our common stock will be adversely affected.
 
Our business is highly seasonal and our quarterly results may fluctuate which
may adversely affect our stock price
 
   Seasonal shopping patterns affect our business. A significant portion of our
sales occur in the fourth quarter, coinciding with the Christmas holiday
shopping season. Therefore, our results of operations for the entire year
depend largely on our fourth quarter results. Factors that could negatively
affect us during the fourth quarter include:
 
  . adverse weather conditions;
 
  . unfavorable economic conditions;
 
  . inability to hire adequate temporary personnel;
 
  . inability to maintain appropriate inventory levels; and
 
  . a late Thanksgiving, which reduces the number of days between
    Thanksgiving and Christmas.
 
   Since inception, we have never been profitable in any quarter other than the
fourth quarter of any fiscal year. We expect to continue to incur losses in
every quarter other than the fourth quarter. We believe that the seasonality of
our business is consistent with the seasonality experienced by other retailers
of toys and games.
 
   Our quarterly results of operations may also fluctuate as a result of a
variety of other factors, including:
 
  . the timing and number of new store openings;
 
  . the amount of store pre-opening expenses;
 
  . the impact of new store openings on the results of existing stores;
 
  . the introduction of new products and changes in the mix of products sold
    in our stores; and
 
 
                                       5
. the availability of and customer demand for particular products.
 
We may not succeed in implementing our store expansion program
 
   Our success depends in large part on our ability to open and profitably
operate new stores in both existing and new geographic markets. We plan to open
25 stores during 1999, two of which we have already opened, and 25 stores in
2000. We may not be able to achieve our planned expansion. We will open
approximately 14 stores in 1999 in markets where we do not currently have a
presence. The opening of stores in new geographic markets could present
competitive and operational challenges different from those we currently face
or previously faced in entering our existing geographic markets. For example,
we may incur higher costs related to advertising, administration and
distribution as we enter these new markets. Because our continued growth is
dependent, in part, on our ability to increase sales in our existing stores, we
will be adversely affected if the opening of new stores in existing markets
draws business from our existing stores. We generally prefer to open new stores
in the first three quarters of the year. Our failure to open stores on schedule
may have particularly adverse effects because of our dependence on the
Christmas holiday shopping season.
 
   Our success in opening and profitably operating new stores will depend on a
number of factors, including our ability to:
 
  . identify suitable sites;
 
  . negotiate acceptable leases at attractive rents;
 
  . access adequate capital to fund store expansion;
 
  . construct and open stores on schedule;
 
  . obtain acceptance in markets in which we currently have limited or no
    presence; and
 
  . locate, hire, train and retain competent managers.
 
   We may not have sufficient management, operational, distribution, financial
and information systems resources to accommodate our planned growth. Our
expansion strategy also presents some cultural risks, including our ability to
maintain our product mission, customer service commitment and quality control
as we become larger in size. In addition, if our new stores do not perform as
expected, we may curtail our store expansion. If our planned expansion is not
successful, our business will be adversely affected.
 
Changes in comparable store sales may affect our stock price
 
   Changes in our comparable store sales results could cause the price of our
common stock to fluctuate substantially. A number of factors have historically
affected, and will continue to affect, our comparable store sales results,
including:
 
  . competition;
 
  . our new store openings;
 
  . general regional and national economic conditions;
 
  . consumer trends and preferences;
 
                                       6
. changes in our co-tenants;
 
  . new product introductions and changes in our product mix;
 
  . timing and effectiveness of promotional events; and
 
  . weather.
 
   Comparable store sales may not increase at the rates achieved in 1997 and
1998.
 
We face intense competition from other retail companies
 
   Our industry is highly competitive. Many of our competitors have much
greater brand recognition and greater financial, marketing and other resources
than ours. We could be at a disadvantage in responding to our competitors'
merchandising and pricing strategies, advertising campaigns and other
initiatives.
 
   We believe that many mass market and traditional toy retailers, such as Toys
"R" Us, Wal-Mart and Target, are expanding the number of products that overlap
with our stores' products. An increased focus on the specialty retail market by
these retailers could materially adversely affect our business.
 
   Our direct competitors are smaller format, specialty educational and
creative toy and game retailers, including Noodle Kidoodle and LearningSmith.
These retailers are continuing to expand. Non-toy specialty retailers, such as
Barnes & Noble and CompUSA, are competing with our children's book and software
businesses.
 
   We also face growing competition from internet-based retailers, such as
eToys and Amazon.com. Because internet-based retailers do not operate retail
stores, they may enjoy an overall operating cost advantage. In addition, due to
the nature of electronic commerce, they may reach a broader market.
 
   Our business could be materially adversely affected if:
 
  . new competitors enter markets in which we are currently operating;
 
  . our competitors implement aggressive pricing strategies;
 
  . our competitors expand their operations;
 
  . our suppliers sell their products directly or enter into exclusive
    arrangements with our competitors; or
 
  . our competitors adopt innovative store formats, retail sales methods or
    merchandising strategies that are similar to ours.
 
   We believe that some of our competitors have exclusivity restrictions in
their leases that restrict co-tenants from selling similar products. Such
restrictions could adversely affect our expansion strategy by preventing us
from opening stores in particular sites or limiting our ability to sell some
products or product categories at those sites.
 
The relocation of our distribution centers and corporate headquarters could
disrupt our operations
 
   In 1999, we intend to close our two distribution centers in Delaware and
relocate to a larger facility in New Jersey. Approximately 80% of our products
are distributed through these facilities.
 
                                       7
This transition to a new distribution center could disrupt the receipt and
distribution of our merchandise, particularly if there are any unforseen delays
or interruptions in the transition process. Any disruption in distribution
could materially adversely affect our business operations. If we are unable to
generate increased sales and profit sufficient to absorb increased overhead and
other costs associated with our relocation, we would likely experience lower
operating profit margins which could materially adversely affect our business.
 
   We also plan to relocate our corporate headquarters to a larger facility in
Pennsylvania. Any delay in relocating our headquarters or disruption to our
operations as a result of the move could materially adversely affect our
business.
 
We are dependent on our suppliers and distributors
 
   We are dependent on our suppliers to provide us with sufficient quantities
of our products at competitive prices. Products supplied to us by our top ten
suppliers represented approximately 40% of purchases in 1998. Our dependence on
our principal suppliers involves risk, and if there is a disruption in supply
from a principal supplier or distributor, our business could be adversely
affected. While no one supplier represented greater than 10% of purchases in
1998, a disruption in the operations of any of our key suppliers could
adversely affect our business.
 
   Our business could also be adversely affected if key specialty suppliers
sell more products through mass market retailers.
 
   Many of our suppliers currently provide us with certain incentives,
including return privileges, volume purchasing allowances and cooperative
advertising. A reduction or discontinuation of these incentives could have a
material adverse effect on our business.
 
   In mid-1998, we entered into a relationship with a subsidiary of Ingram
Industries Inc. (Ingram Books) to be our principal book distributor. We
previously purchased books from numerous publishers and distributors, including
Ingram Books. In 1998, our purchases from book suppliers accounted for
approximately 12% of all our purchases. Barnes & Noble recently announced that
it will acquire Ingram Books. We are unable to predict whether this acquisition
will affect the distribution of books to our stores.
 
We may be unable to predict or react to changes in consumer demand and
preferences
 
   Our success depends on our ability to anticipate and respond in a timely
manner to changing consumer demand and preferences regarding toys, games, books
and multimedia products for children. Our products must appeal to a broad range
of consumers whose preferences cannot be predicted with certainty and are
subject to change. If we misjudge the market for our merchandise, our business
could be materially adversely affected. It is also common in the toy industry
for some popular products, such as Beanie Babies and yoyos, to achieve high
sales, but for unpredictable periods of time. In 1998, Beanie Babies
represented over 5% of our sales. Consumer demand for these products or others
could decrease significantly and without warning. If we are unable to identify
new products that will enjoy strong consumer demand, our business could be
materially adversely affected. In addition, the introduction of new products
may depress sales of existing products. Moreover, because we sell only those
products that conform to our corporate mission, we may choose not to sell some
products that our customers desire and lose potential sales.
 
                                       8
We are increasingly dependent on imports
 
   We do not own or operate any manufacturing facilities. Instead, we buy all
of our products from manufacturers and distributors. In 1998, we imported
approximately 9% of our purchases, including most of our private label
products, directly from foreign manufacturers. In addition, we believe that a
significant portion of the products that we purchase from domestic suppliers
are manufactured abroad. We anticipate that our dependence on foreign-sourced
merchandise will increase. We are subject to the following risks inherent in
relying on foreign manufacturers:
 
  . the inability to return products;
 
  . fluctuations in currency exchange rates;
 
  . economic and political instability;
 
  . transportation delays;
 
  . restrictive actions by foreign governments;
 
  . the laws and policies of the United States affecting importation of
    goods, including duties, quotas and taxes;
 
  . foreign trade and tax laws;
 
  . foreign labor practices;
 
  . trade infringement claims; and
 
  . increased liability as importer of record.
 
   Interruptions or delays in our imports could materially adversely affect our
business unless we secure alternative supply arrangements. Even if we could
locate alternative sources, their products may be of lesser quality or more
expensive than those we currently purchase. We could also be affected if our
suppliers experience similar problems with foreign manufacturers.
 
We are dependent on executive management and other personnel
 
   We believe that our success depends on the continued employment of our
management team. If one or more members of our executive management team were
unable or unwilling to continue in their present positions, our business could
be materially adversely affected. We do not carry key person life insurance on
any member of our executive management team.
 
   Our success also depends on hiring and retaining quality managers and sales
associates in our stores. We plan to expand our employee base to manage our
anticipated growth. Competition for personnel, particularly for employees with
retail expertise, is intense. Additionally, our ability to maintain consistency
in the quality of customer service in our stores is critical to our success. If
we are unable to hire and retain sales associates capable of providing a high
level of customer service, our business could be materially adversely affected.
 
We may not successfully develop our own private label products
 
   We have been expanding our selection of private label products. If consumers
do not perceive our private label products to be of high quality, our efforts
to increase private label sales may not succeed. Moreover, if we are unable to
execute our private label program, our profit margins could be adversely
affected.
 
                                       9
Our intellectual property may not be protected
 
   Our success depends in part on our ability to protect our intellectual
property. To protect our proprietary rights, we rely generally on copyright,
trademark and trade secret laws, confidentiality agreements with employees and
third parties and license agreements with consultants and suppliers. However, a
third party could, without authorization, copy or otherwise appropriate
information from us. Employees, consultants and others who participate in
development activities could breach their confidentiality agreements, and we
may not have adequate remedies for any such breach. Our failure or inability to
protect our proprietary rights could materially adversely affect us.
 
Our business could be materially adversely affected if our information systems
fail
 
   Our business depends on the efficient and uninterrupted operation of our
computer and communications software and hardware systems. We regularly make
investments to upgrade, enhance and replace our systems. We must appropriately
expand the capacity of our information systems to accommodate our anticipated
growth. If we do not appropriately upgrade our systems and infrastructure, our
business will be materially adversely affected.
 
   The current provider of our enterprise software system, Systems for
Retailers (SFR), is no longer in business. Although we have the source code and
support of former SFR employees, we intend to replace SFR with a new software
system from JDA Software, Inc. (JDA) early in the year 2000. Any disruptions
affecting our information systems or any delays or difficulties in
transitioning to JDA or other new systems could materially adversely affect our
business.
 
   We have no formal disaster recovery plan to prevent delays or other
complications arising from information systems failure. Our business
interruption insurance may not adequately compensate us for losses that may
occur. If we experience an information systems failure, our business may be
materially adversely affected.
 
We may be adversely affected by Year 2000 issues
 
   Many existing computer systems and software products do not properly
recognize dates after December 31, 1999. This Year 2000 issue could result in
system failures or miscalculations causing disruptions of operations,
including, among others, a temporary inability to receive shipments, process
financial information or credit card transactions, deliver products or engage
in similar normal business activities.
 
   We may realize exposure and risk if the systems on which we depend to
conduct our operations are not Year 2000 compliant. We have assessed whether
our critical systems are Year 2000 compliant. We expect to resolve Year 2000
compliance issues primarily through upgrades of our software or by replacing
existing software with Year 2000 compliant applications at costs that we
currently do not expect to be material. However, such upgrades and replacements
may not be completed on schedule, may involve unanticipated material costs or
may not successfully address our Year 2000 compliance issues.
 
   In addition, we are currently analyzing the extent to which our significant
suppliers have Year 2000 issues. If they are not yet Year 2000 compliant, we
are asking them to provide a description of their plan to become compliant. If
our efforts to address the Year 2000 compliance issues are not successful, or
if suppliers and other third parties with which we conduct business do not
successfully address such issues, our business could be materially adversely
affected.
 
                                       10
The magnitude of our Year 2000 problem, the costs to complete our Year 2000
plan and the dates on which we believe we will complete our plan are based on
our best estimates. We derived these estimates using numerous assumptions,
including continued availability of resources and third party compliance plans.
However, we cannot assure that these estimates will be achieved, and actual
results could differ materially from those anticipated. Specific factors that
might cause such material differences include our ability to identify and
correct all Year 2000 affected areas and the cost of Year 2000 remediation.
 
We are subject to inventory shrinkage
 
   As is the case in our industry generally, we are subject to loss resulting
from theft of our products. Although we have implemented loss prevention
procedures, we remain susceptible to inventory shrinkage, which could
materially adversely affect our business.
 
We may be exposed to product liability lawsuits and are subject to government
regulation
 
   Children can sustain injuries from toys. We may be subject to claims or
lawsuits resulting from such injuries. We maintain liability insurance in an
amount we believe to be adequate. However, there is a risk that claims or
liabilities may exceed our insurance coverage. Moreover, we may be unable to
retain adequate liability insurance in the future. We are subject to regulation
by the Consumer Product Safety Commission and similar state regulatory
agencies. If we fail to comply with government and toy industry safety
standards, our business may be adversely affected.
 
Future sales by our current shareholders may affect the market
 
   The market price of our common stock could decline as a result of sales of a
large number of shares in the market after this offering or the perception that
such sales could occur. These factors also could make it more difficult for us
to raise funds through future offerings of common stock.
 
   There will be        shares of common stock outstanding immediately after
this offering. Of these shares, the shares sold in this offering and
additional shares will be freely transferable without restriction or further
registration under the Securities Act of 1933, except for any shares purchased
by our affiliates. The remaining         shares will be restricted and may be
sold in the future only pursuant to an exemption under the Securities Act. The
holders of         shares of common stock have agreed not to sell any such
securities for 180 days after this offering without the prior written consent
of Donaldson, Lufkin and Jenrette Securities Corporation (DLJ). DLJ may,
however, in its sole discretion, release all or any portion of the securities
subject to such lock-up agreements.
 
   The holders of approximately          shares of common stock,    of which
are subject to the lock-up agreements described above, have demand and piggy-
back registration rights. If they exercise such rights, shares covered by a
registration statement can be sold in the public market. We also intend to
register approximately            shares of common stock that we have issued or
may issue under our benefit plans or pursuant to option agreements. After such
registration statement is effective, shares issued upon exercise of stock
options to persons other than affiliates will be eligible for resale in the
public market without restriction, which could adversely affect our stock
price. Absent such registration, such shares could nevertheless be sold,
subject to limitations on the manner of sale. Sales by affiliates could also
occur, subject to certain limitations, under Rule 144 of the Securities Act.
 
                                       11
Investors will be subject to market risks typically associated with initial
public offerings
 
   There has not been a public market for our common stock. We cannot predict
the extent to which a trading market will develop or how liquid that market
might become. If you purchase shares of common stock in this offering, you will
pay a price that was not established in the public trading markets. The initial
public offering price will be determined by negotiations among the
underwriters, the selling shareholders and us. You may not be able to resell
your shares at or above the initial public offering price and may suffer a loss
on your investment.
 
   The market price of our common stock is likely to be highly volatile as the
stock market in general has been highly volatile. Factors that could cause
fluctuation in the stock price may include, among other things:
 
  . actual or anticipated variations in quarterly operating results;
 
  . changes in financial estimates by securities analysts;
 
  . conditions or trends in our industry;
 
  . changes in the market valuations of other retail companies;
 
  . announcements by us or our competitors of significant acquisitions,
    strategic partnerships, divestitures, joint ventures or other strategic
    initiatives;
 
  . capital commitments;
 
  . additions or departures of key personnel; and
 
  . sales of common stock.
 
   Many of these factors are beyond our control. These factors may materially
adversely affect the market price of our common stock, regardless of our
operating performance.
 
Benefits of this offering to current shareholders
 
   This offering will benefit our existing shareholders. The selling
shareholders will receive $         in net proceeds, or $         if the
underwriters exercise the over-allotment option in full. In addition, the
current shareholders, including members of management, will benefit from the
creation of a public market for our common stock and any increase in the market
value of any shares they hold. Upon consummation of this offering, the
unrealized appreciation in the value of the common stock held by existing
shareholders will be $       million, or $       million if the underwriters
exercise the over-allotment option in full.
 
                                       12
FORWARD-LOOKING STATEMENTS
 
   We have made statements under the captions "Prospectus Summary," "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business" and elsewhere in this prospectus that are
forward-looking statements. You can identify these statements by forward-
looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate," and "continue" or similar words. Forward-looking statements may
also use different phrases. Forward-looking statements address, among other
things, : (1) our future expectations; (2) projections of our future results of
operations or of our financial condition; or (3) other "forward looking"
information.
 
   We believe it is important to communicate our expectations to our investors.
However, there may be events in the future that we are not able to accurately
predict or which we do not fully control that could cause actual results to
differ materially from those expressed or implied by our forward-looking
statements, including:
 
  . our inability to manage our growth and successfully expand in new and
    existing markets;
 
  . changes in general economic and business conditions and in the specialty
    retail or toy industry in particular;
 
  . actions by our competitors;
 
  . the level of demand for our products;
 
  . changes in our business strategies; and
 
  . other factors discussed under "Risk Factors."
 
                                       13
USE OF PROCEEDS
 
   The net proceeds we will receive from the sale of          shares in this
offering will be approximately $      million. This is based upon an assumed
initial public offering price of $        per share and after deducting
estimated underwriting discounts and commissions and expenses payable by us
estimated at $        . We will receive additional net proceeds of up to
$        million if the underwriters exercise the option granted to them in
connection with this offering to purchase additional shares of our stock to
cover over-allotments. We will not receive any proceeds from the sale of shares
by the selling shareholders.
 
   We plan to use $       of the proceeds from this offering to repay bank
debt, $        to open new stores, $       to implement new enterprise software
and the balance for other working capital and general corporate purposes. Our
bank debt consists of a $35 million revolving credit facility. At March 15,
1999, the outstanding balance under our credit facility was $11.8 million.
Borrowings under the credit facility bear interest at variable rates, and the
weighted average interest rate at March 15, 1999 was 7.75%. The initial term of
the credit facility expires on October 8, 2000, but the loan agreement provides
for automatic annual renewals.
 
   Pending uses of the net proceeds, we intend to invest the net proceeds in
short-term investment grade securities.
 
                                DIVIDEND POLICY
 
   We have never declared or paid any cash dividends on our common stock and do
not anticipate paying any cash dividends in the foreseeable future. We
currently intend to retain future earnings, if any, to finance operations and
the expansion of our business. Our credit facility currently prohibits payment
of any dividends.
 
                                       14
CAPITALIZATION
 
   The following table sets forth our actual cash position, short term debt and
total capitalization as of January 30, 1999 and our pro forma, as adjusted,
capitalization as of the same date. Our pro forma, as adjusted, capitalization
gives effect to:
 
  . the conversion of all outstanding shares of preferred stock into
    11,250,273 shares of common stock upon the consummation of this offering;
 
  . the issuance and sale of the       shares of common stock offered by us
    in this offering; and
 
  . the application of the estimated net proceeds from the sale of our common
    stock based on an assumed initial public offering price of $      per
    share and after deducting underwriting discounts and commissions and
    estimated offering expenses payable by us.
 
   You should read this table in conjunction with the consolidated financial
statements and the notes to those statements and the other financial
information included in this prospectus.
As of January 30,
                                                                 1999
                                                          --------------------
                                                                   Pro Forma,
                                                          Actual   As Adjusted
                                                            (in thousands)
Cash..................................................... $ 1,695    $
                                                          =======    =======
Short term debt and current portion of capitalized lease
 obligations (a)......................................... $ 1,682    $ 1,682
                                                          =======    =======
Capitalized lease obligations, net of current portion.... $ 2,860    $ 2,860
                                                          -------    -------
Shareholders' equity:
 Preferred stock.........................................      24         --
 Common stock (b)........................................      54
 Additional paid-in capital..............................  60,826
 Accumulated deficit..................................... (12,613)   (12,613)
                                                          -------    -------
  Total shareholders' equity.............................  48,291
                                                          -------    -------
    Total capitalization................................. $51,151    $
                                                          =======    =======
--------
 
(a)  We had no outstanding borrowings under our credit facility at January 30,
     1999. At March 15, 1999 the outstanding borrowings under our credit
     facility were $11.8 million.
(b)  The table above excludes an aggregate of 2,956,485 shares issuable upon
     exercise of stock options and warrants outstanding at January 30, 1999,
     plus an additional 939,820 shares reserved for issuance in connection with
     future stock options and other awards under our 1993 stock incentive plan
     and 1998 equity compensation plan.
 
                                       15
DILUTION
 
   Our pro forma net tangible book value as of January 30, 1999 was
$       million or $       per share. Our pro forma net tangible book value per
share is determined by subtracting the total amount of our liabilities from the
total amount of our tangible assets and dividing the remainder by the number of
shares of our common stock outstanding after giving effect to the conversion of
preferred stock into 11,250,273 shares of common stock. The pro forma net
tangible book value per share after this offering will be $   less than the
price per share to the public in this offering, based on an assumed initial
public offering price of $    per share. Therefore, purchasers of shares of
common stock in this offering will realize immediate dilution of $    per
share. The following table illustrates this dilution.
Assumed initial public offering price per share....................       $
  Pro forma net tangible book value per share as of January 30,
   1999............................................................ $
  Increase in net tangible book value per share attributable to new
   investors.......................................................
                                                                    -----
Pro forma net tangible book value per share after this offering....
                                                                          -----
Dilution per share purchased in this offering......................       $
                                                                          =====
The following table presents, on a pro forma basis, as described above, as
of January 30, 1999 and assuming an initial public offering price of       per
share, for our existing shareholders and our new investors:
 
  . the number of shares of our common stock purchased from us;
 
  . the total cash consideration paid; and
 
  . the average price per share paid before deducting estimated underwriting
    discounts and commissions and our estimated offering expenses.
Shares Purchased       Total Consideration       Average
                         -------------------    ----------------------     Price
                         Number     Percent      Amount      Percent     Per Share
                         --------   --------    ---------   ----------   ---------
Existing shareholders..                       %  $                     %    $
New investors..........
                          --------    --------   ---------    ---------
  Total................                    100%  $                  100%
                          ========    ========   =========    =========
The tables on this page exclude all outstanding options and warrants. See
"Management--Stock Option Plan" and note 9 to our consolidated financial
statements. The exercise of outstanding options and warrants having an exercise
price less than the initial public offering price would increase the dilution
effect to new investors that is shown on the tables. Also, the second table on
this page does not give effect to sales of shares by the selling shareholders.
Sales by the selling shareholders in this offering will reduce the number of
shares held by existing shareholders to         shares, or         % of the
shares outstanding, and will increase the number of shares held by new
investors to         shares, or           % of the shares outstanding.
 
                                       16
SELECTED CONSOLIDATED HISTORICAL FINANCIAL AND OPERATING DATA
 
   Our statement of operations data for 1996, 1997 and 1998 and the balance
sheet data as of January 31, 1998 and January 30, 1999 have been derived from
the consolidated financial statements, which have been audited by Arthur
Andersen LLP, independent public accountants, and are included in this
prospectus. Our statement of operations data for fiscal 1994 and 1995 and the
selected balance sheet data as of January 28, 1995, February 3, 1996 and
February 1, 1997 have been derived from our audited consolidated financial
statements which are not included in this prospectus. You should read the data
set forth below together with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the consolidated financial
statements and the notes relating to those statements appearing in the
prospectus.
Fiscal Year (a)
                             ----------------------------------------------
                              1994     1995      1996      1997      1998
                                  (in thousands, except per share,
                             number of stores and sales per square foot
                                               data)
Statement of Operations
 Data:
  Net sales................. $23,471  $54,372  $ 92,563  $123,345  $168,471
  Cost of goods sold,
   including occupancy
   costs....................  17,025   40,972    69,205    89,452   118,153
                             -------  -------  --------  --------  --------
   Gross profit.............   6,446   13,400    23,358    33,893    50,318
  Selling, general and
   administrative expenses..  13,310   21,110    28,732    33,581    46,376
                             -------  -------  --------  --------  --------
   Operating income (loss)..  (6,864)  (7,710)   (5,374)      312     3,942
  Interest income (expense),
   net......................     206     (118)     (649)     (465)   (1,130)
                             -------  -------  --------  --------  --------
   Income (loss) before
    income tax benefit......  (6,658)  (7,828)   (6,023)     (153)    2,812
  Income tax benefit........      --       --        --        --    (6,187)
                             -------  -------  --------  --------  --------
   Net income (loss)........ $(6,658) $(7,828) $ (6,023) $   (153) $  8,999 (b)
                             =======  =======  ========  ========  ========
  Net income (loss) per
   common share:
   Basic.................... $ (1.35) $ (1.55) $  (1.19) $  (0.03) $   1.67 (b)
   Diluted (c)..............   (1.35)   (1.55)    (1.19)    (0.03)     0.51 (b)
  Weighted average shares
   outstanding:
   Basic....................   4,930    5,065     5,068     5,085     5,373
   Diluted (c)..............   4,930    5,065     5,068     5,085    17,776
Store Data:
  Number of stores at end of
   fiscal year..............      16       31        43        52        75
  Total square feet at end
   of fiscal year...........     189      387       538       630       868
  Comparable store sales
   increase (d).............    17.3%     0.3%      4.3%      9.1%      9.9%
  Sales per square foot
   (e)...................... $   245  $   202  $    183  $    203  $    227
  Average sales per store
   (e)......................   2,502    2,382     2,286     2,523     2,746
Operating Data:
  Gross profit margin.......    27.5%    24.6%     25.2%     27.5%     29.9%
  Operating margin (loss)...   (29.2)   (14.2)     (5.8)      0.3       2.3
  Capital expenditures...... $ 5,432  $ 7,377  $  6,276  $  6,420  $  7,309
  Depreciation and
   amortization.............     730    2,115     3,713     5,017     6,859
Balance Sheet Data:
  Inventories............... $11,097  $20,538  $ 24,278  $ 29,822  $ 43,252
  Working capital...........   9,509   15,220    21,599    20,085    25,542
  Total assets..............  25,238   41,393    56,376    59,552    82,141
  Capitalized lease
   obligations, less current
   portion..................     422    2,231     2,620     1,407     2,860
  Total shareholders'
   equity...................  16,535   28,372    38,547    39,219    48,291
17
--------
(a) Our fiscal year consists of 52 or 53 weeks, ends on the Saturday nearest
    January 31 and is named for the calendar year ending closest to that date.
    All fiscal years presented include 52 weeks of operations, except 1995
    which includes 53 weeks.
(b) Net income for 1998 includes a net income tax benefit of $6,187 due to the
    $7,166 benefit recorded for our net operating loss carryforward, partially
    offset by the current year's income tax expense of $979.
(c) Stock options, warrants and preferred stock convertible into common stock
    were excluded from the calculation of diluted net loss per common share for
    1994 through 1997 as they were anti-dilutive due to the losses in each of
    those years.
(d) A store becomes comparable in the 14th full month of store operations.
(e) Based on stores opened for the entire period.
 
                                       18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
 
   You should read the following discussion and analysis in conjunction with
the "Selected Consolidated Financial Data" and our consolidated financial
statements and the related notes which are included in this prospectus.
 
Overview
 
   Zany Brainy is a rapidly growing specialty retailer of high quality toys,
games, books and multimedia products for children, with 75 stores operating in
19 states as of January 30, 1999. From 1995 to 1998, our net sales grew at a
compound annual growth rate of 45.8%, while our operating income increased from
a loss of $7.7 million to income of $3.9 million. These increases were
principally due to the opening of new stores and comparable store sales growth.
We achieved comparable store net sales growth of 4.3%, 9.1% and 9.9% in 1996,
1997 and 1998 respectively.
 
   We opened our first store in 1991 and embarked on an aggressive store
opening strategy in 1994. We opened 11 stores in 1994, 15 stores in 1995 and 12
stores in 1996; however, our operating results in 1995 and 1996 were
disappointing. At this time we hired our current management team, which
evaluated Zany Brainy's business strategies and reached the following
conclusions:
 
 . sales per store did not materially differ based on store size, but our larger
      stores had higher expenses;
 
 . the clustering of stores in the same markets led, in some instances, to
      significant sales cannibalization;
 
 . our merchandise selection did not include several key product categories and
      was not updated frequently enough;
 
 . we had a poor price image; and
 
 . our marketing efforts did not effectively reach our target customers.
 
   To address these problems, our new management reduced the size of our
prototype store to 10,600 square feet and modified our expansion strategy to
emphasize entering new markets and opening fewer stores in any single market.
We began to update the merchandise in our stores more frequently to attract
repeat customers and added new product categories. We also took steps to
improve our price image by focusing our advertising and in-store communications
on competitive pricing and overall value. Finally, we revised our marketing
strategy by developing an enhanced and enlarged customer database. With the
information provided by this database, we used direct mail to more effectively
target our marketing efforts and expand our customer base. These strategies
have resulted in improved operating results.
 
   With our new prototype store in place, we opened nine stores in 1997 and 23
in 1998, increasing our store base from 43 stores at the end of 1996 to 75
stores at the end of 1998. We plan to open 25 new stores in 1999, two of which
we have already opened, and 25 new stores in 2000.
 
   Over the last three years, we have decreased the average size of the new
stores we have opened from 12,476 square feet for those opened during 1996 to
10,447 square feet for those opened during 1998. As a result, our chain-wide
average store size has decreased. During the same period, our average sales per
store increased from $2.3 million to $2.7 million, and our sales per square
foot increased from $183 to $227. In addition, because smaller stores typically
have lower occupancy costs, our new stores have contributed to improved gross
margins.
 
                                       19
Our fiscal year includes 52 or 53 weeks, ends on the Saturday closest to
January 31 and is named for the calendar year ending closest to that date. The
fiscal years ended February 1, 1997, January 31, 1998 and January 30, 1999
include 52 weeks. A store becomes comparable in its 14th full month of
operations in order to eliminate grand opening sales distortions.
 
Results of Operations
 
   The following table presents our financial data expressed as a percentage of
net sales and store data for the periods indicated:
Fiscal Year
                                  ---------------------
                                  1996    1997    1998
Net sales.................  100.0 % 100.0 % 100.0 %
      Cost of goods sold(a).....   74.8    72.5    70.1
                                  -----   -----   -----
        Gross profit............   25.2    27.5    29.9
      Selling, general and
       administrative expenses..   31.0    27.2    27.6
                                  -----   -----   -----
        Operating income
         (loss).................   (5.8)    0.3     2.3
      Interest expense, net.....   (0.7)   (0.4)   (0.6)
                                  -----   -----   -----
        Income (loss) before
         income taxes...........   (6.5)%  (0.1)%   1.7 %
                                  =====   =====   =====
      Comparable store sales
       increase (b).............    4.3 %   9.1 %   9.9 %
                                  =====   =====   =====
--------
(a) Cost of goods sold includes buying, distribution and store occupancy costs.
(b) A store becomes comparable in the 14th full month of store operations.
 
1998 Compared to 1997
 
   Net Sales. Net sales increased by $45.2 million, or 36.6%, to $168.5 million
in 1998 from $123.3 million in 1997. Sales for the 23 stores opened in 1998
contributed $25.7 million of the increase in net sales. Comparable store net
sales increased 9.9% over the prior year and contributed $11.7 million of the
increase in net sales. The growth in comparable store sales was due primarily
to an increase in the number of customer transactions. Stores open prior to
February 1, 1998 but not qualifying as comparable stores contributed $7.8
million of the increase in net sales.
 
   Gross Profit. Gross profit increased by $16.4 million to $50.3 million in
1998 from $33.9 million in 1997. As a percentage of net sales, gross profit
increased to 29.9% in 1998 from 27.5% in 1997. The increase in the gross profit
percentage was primarily attributable to leveraging store occupancy, buying and
distribution costs over a higher revenue base and improved product margins.
 
   Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $12.8 million to $46.4 million in 1998
from $33.6 million in 1997. The dollar increase in such expenses was primarily
attributable to store payroll and corporate expenses associated with the
expansion of our store base and infrastructure in 1998. As a percentage of net
sales, selling, general and administrative expenses increased by 0.4% to 27.6%
of net sales in 1998 from 27.2% of net sales in 1997. This increase was
primarily due to an increase in marketing and promotion and incremental
preopening costs associated with opening 23 stores in 1998 versus nine stores
in 1997, and expenditures for training, loss prevention and internal computer
systems, partially offset by a decrease in store payroll and other selling
costs as a percentage of net sales.
 
                                       20
Interest Expense, Net. Net interest expense, principally attributable to
borrowings under our credit facility, increased by $665,000 to $1.1 million in
1998 from $465,000 in 1997, due to an increase in the average outstanding loan
balance to $6.4 million in 1998 from $1.5 million in 1997. The increase in
average borrowings in 1998 reflected the opening of 23 new stores and
additional working capital requirements to support those stores.
 
   Income Tax Benefit. In 1998, we recorded a net income tax benefit of $6.2
million due to the $7.2 million benefit recorded for our net operating loss
carryforward, partially offset by the 1998 income tax expense of $979,000. In
previous years, no benefit was recorded with respect to the net operating loss
carry forward because we established a valuation allowance. We reversed the
valuation allowance based on management's assessment that it is more likely
than not that our net deferred tax assets will be realized through future
taxable earnings.
 
1997 Compared to 1996
 
   Net Sales. Net sales increased by $30.7 million, or 33.3%, to $123.3 million
in 1997 from $92.6 million in 1996. Sales for the nine stores opened in 1997
contributed $14.8 million of the increase in net sales. Comparable store net
sales increased 9.1% over the prior year and contributed $7.9 million of the
increase in net sales. We believe the increase in comparable store sales in
1997 was primarily the result of an increase in the size of our average
customer transaction. Stores open prior to 1997 but not qualifying as a
comparable store contributed $8.0 million of the increase in net sales.
 
   Gross Profit. Gross profit increased by $10.5 million to $33.9 million in
1997 from $23.4 million in 1996. As a percentage of net sales, gross profit
increased to 27.5% in 1997 from 25.2% in 1996. This increase was primarily due
to increases achieved in product margins, as well as a reduction in store
occupancy and buying costs as a percentage of net sales.
 
   Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $4.9 million to $33.6 million in 1997 from
$28.7 million in 1996. The dollar increase in such expenses was primarily
attributable to store payroll and other selling expenses associated with the
opening of nine stores in 1997. As a percentage of net sales, selling, general
and administrative expenses decreased by 3.8% to 27.2% of net sales in 1997
from 31.0% of net sales in 1996. This decrease was primarily due to lower store
payroll and corporate expenses as a percentage of sales.
 
   Interest Expense, Net. Net interest expense, principally attributable to our
credit facility, decreased by $184,000 to $465,000 in 1997 from $649,000 in
1996.
 
Quarterly Results of Operation and Seasonality
 
   The following table presents certain unaudited results of operations for our
eight fiscal quarters ending January 30, 1999. The unaudited quarterly
information includes all normal recurring adjustments which we consider
necessary for a fair presentation of the information shown. We do not believe
that these quarterly results are necessarily indicative of future results.
 
 
                                       21
1997                                   1998
                          -------------------------------------  -------------------------------------
                           First    Second     Third    Fourth    First    Second     Third    Fourth
                          Quarter   Quarter   Quarter   Quarter  Quarter   Quarter   Quarter   Quarter
                          -------   -------   -------   -------  -------   -------   -------   -------
                                              (dollars in thousands)
Net sales...............  $22,382   $21,943   $23,446   $55,574  $27,452   $29,654   $30,661   $80,704
 As a % of full year....     18.1 %    17.8 %    19.0 %    45.1%    16.3 %    17.6 %    18.2 %    47.9%
Gross profit............  $ 5,252   $ 4,992   $ 6,331   $17,318  $ 7,315   $ 7,544   $ 8,590   $26,869
 As a % of full year....     15.5 %    14.7 %    18.7 %    51.1%    14.5 %    15.0 %    17.1 %    53.4%
 As a % of net sales....     23.5      22.8      27.0      31.2     26.6      25.4      28.0      33.3
Operating income
 (loss).................  $(2,420)  $(2,677)  $(1,916)  $ 7,325  $(2,344)  $(4,048)  $(3,485)  $13,819
 As a % of net sales....    (10.8)%   (12.2)%    (8.2)%    13.2%    (8.5)%   (13.7)%   (11.4)%    17.1%
Number of stores:
 Opened during period...        2         1         5         1        1         4         8        10
 Open at end of period..       45        46        51        52       53        57        65        75
Comparable store sales
 increase...............      9.5 %     8.2 %     7.0 %    10.4%     6.8 %    13.4 %     9.1 %    10.0%
We have experienced, and we expect to continue to experience, substantial
seasonal fluctuations in our sales and operating results, which is typical of
many retailers. This is primarily due to the Christmas holiday shopping season
as well as the contribution of new stores opened during the year. We have
historically experienced net operating losses in the first three quarters of
each year, which we expect to continue. In addition, the timing of new store
openings and related preopening expenses and the revenue contributions of new
and existing stores may cause our quarterly results to fluctuate.
 
Liquidity and Capital Resources
 
   Our main sources of liquidity have been cash flows from operations,
borrowing under our credit facilities and proceeds from equity financings. We
require cash principally to finance capital investment in new stores, new store
inventories and seasonal working capital. We opened 12 stores in 1996, nine
stores in 1997 and 23 stores in 1998.
 
   Cash flows provided by our operating activities were $5.4 million in 1998,
compared to $3.5 million in 1997. Cash flows provided by operating activities
in 1998 were primarily from net income, adjusted for depreciation and
amortization and the deferred portion of the income tax benefit, and an
increase in accounts payable partially offset by an increase in inventories.
Cash provided by operating activities in 1997 reflects increases in payables,
accrued liabilities and depreciation and amortization partially offset by an
increase in inventories. Cash flows used in operating activities were $2.7
million in fiscal 1996 primarily due to a loss of $6.0 million offset by the
impact of depreciation and amortization.
 
   Cash used in investing activities in 1998 was $7.3 million, compared to $6.4
million in 1997 and $6.3 million in 1996. Our cash used in investing activities
primarily represents our capital expenditures in opening new stores and
continued infrastructure development.
 
   Cash used in financing activities in 1998 was $1.4 million and $782,000 in
1997. Cash provided by financing activities was $15.2 million in 1996. Over the
last three years our primary financing activities have involved borrowings and
repayments under our credit agreement and sales of equity securities. Cash used
in financing in 1997 and 1998 was primarily from the repayment of capital
leases partially offset in 1997 by proceeds from the exercise of warrants. Our
cash provided by financing activities in 1996 was from the sale of $16.2
million of preferred stock.
 
   Our principal use of operating cash is to purchase inventory for our stores.
Our need for working capital to purchase inventory is reduced by supplier
credit terms that allow us to finance a portion of our purchases.
 
                                       22
Our primary long-term capital requirement is for the opening of new stores.
We lease all of our stores. We currently expect to open 25 stores in 1999, two
of which we have already opened, and an additional 25 stores in 2000. The
average net cost of opening a store in 1998 was approximately $780,000. This
amount included approximately $310,000 of inventory, net of accounts payable,
$360,000 for leasehold improvements and fixtures, net of landlord allowances,
and $110,000 for pre-opening expenses. We expense our pre-opening expenses as
they are incurred. Our actual cost to open new stores varies widely and depends
on factors such as the extent and expense of required construction, changes in
store format and any landlord allowances.
 
   We estimate that capital expenditures for 1999 will be approximately $17
million. We intend to use these funds primarily to develop new stores, enhance
our management information systems and purchase fixtures and equipment for our
new distribution facility.
 
   We currently have a credit facility that provides for revolving loans in an
aggregate outstanding principal amount of up to $35 million, including up to
$7.5 million in the form of letters of credit, with an option to increase the
total available to $60 million under certain conditions. The actual
availability under our credit facility is limited to a seasonally-based
calculation of 55% to 65% of our eligible inventory, less any letters of credit
outstanding. At January 30, 1999, the total borrowing limit, including letters
of credit, was $22.1 million. At March 15, 1999, $11.8 million of borrowings
and $830,000 of letters of credit were outstanding. Interest on outstanding
indebtedness under the revolving credit facility accrues at the lender's prime
commercial lending rate or, if we elect, at LIBOR plus 2.5%. Our obligations
under the loan agreement are secured by interests in substantially all of our
personal property, including, our accounts receivable, inventories, equipment,
machinery, contract rights and chattels. The credit facility matures on October
8, 2000. We use our credit facility to meet our seasonal working capital
requirements.
 
   The credit facility contains a tangible net worth covenant and other
restrictions regarding our ability to merge, consolidate or acquire non-
subsidiary entities, make loans, incur debts or liens, pay cash dividends, or
engage in substantial asset sales. As of January 30, 1999, we were in
compliance with the terms of the credit facility.
 
   At January 30, 1999, we had a deferred tax asset of $5.7 million for net
operating loss carryforwards which is available for use in future periods.
 
   We believe that cash flow from operations, funds available under our credit
facilities and the net proceeds from this offering will be sufficient to
satisfy our capital requirements for at least the next 12 months.
 
Year 2000 Compliance
 
   Zany Brainy is conducting a comprehensive review of its computer systems and
other microprocessor -based equipment to identify how we may be affected by the
Year 2000 issue. The Year 2000 issue results from the writing of computer
programs using two digits, rather than four, to define the applicable year. As
a result, commencing in 2000, date-sensitive software may recognize a date
using "00" as 1900 rather than 2000. This could result in a systems failure or
miscalculations causing disruptions of operations, including a temporary
inability to receive shipments, process financial information, process credit
card transactions, deliver products or engage in other normal business
activities.
 
                                       23
Our Year 2000 Readiness
 
   Information Technology Systems. Our core business is run on an enterprise
software system, Software For Retailers (SFR). The functions supported by SFR
include buying, replenishment, physical distribution, general ledger and
payables. SFR is a product from Creative Data Systems (CDS), a subsidiary of
Sterling Software. CDS has recently discontinued operations. We currently run
our systems on version 6.5, which is not Year 2000 compliant, but we anticipate
completing our upgrade to version 7.0, which is Year 2000 compliant, by the end
of the first quarter of 1999. We have completed the plans for testing and
implementing version 7.0 and have engaged consultants who are former employees
of CDS and experienced in version 7.0 upgrades, to assist with our upgrade. We
are currently testing version 7.0.
 
   Late in 1998, we agreed to purchase new enterprise software from JDA
Software. This software will replace SFR for all of the functional areas
currently served by SFR. This software has been certified Year 2000 compliant
by the Information Technology Association of America and runs on IBM AS400
hardware which has been certified by IBM to be Year 2000 compliant. We intend
to have the conversion process completed and ready for implementation by the
third quarter of 1999. However, given the increased business volume during the
Christmas season, we have decided to defer implementation until after the
Christmas selling season. In the event the SFR system fails to operate on
January 1, 2000, we believe we will be positioned to implement the Year 2000
compliant JDA software.
 
   Our in-store systems consist of two application suites and a common
Microsoft NT server network which is Intel based. The application suites are
supplied by ICL Retail, Inc., and provide point-of-sale (POS) and store
inventory systems (SIS) support for store management functions. The POS and SIS
software are not Year 2000 compliant. We are engaged in a project with ICL that
is designed to achieve Year 2000 compliance by the third quarter of 1999.
 
   Due to potential compatibility issues, we plan to upgrade the Microsoft NT
operating systems in all stores. The new operating system has been certified by
Microsoft to be Year 2000 compliant. Our store register hardware is not Year
2000 compliant. We are engaged in a project with ICL that is designed to
achieve Year 2000 compliance by the third quarter of 1999.
 
   We have developed a project plan and resources to fully assess the ICL
application suites, register, server, SIS workstation hardware, our email
applications, our software demonstration stations and certain Microsoft tools
used with some of the applications. We plan to have our store systems achieve
Year 2000 compliance for both software and hardware in the third quarter of
1999.
 
   Non-Information Technology Systems. Non-information technology systems
include the security systems in our stores, headquarters and distribution
centers, faxes and voicemail. Based on our assessment of these systems, we have
determined that these systems do not raise Year 2000 issues.
 
   Significant Third Party Relationships. We have initiated formal
communications with our significant suppliers to determine our vulnerability if
these third parties fail to remedy their own Year 2000 problems. We believe
that Year 2000 issues faced by our key suppliers, credit card processors and
telecommunications providers, if not effectively remediated, could adversely
affect our business. We are not currently able to assess the scope of such
issues as they may affect these suppliers and providers or the effect of such
issues on us.
 
                                       24
Possible Consequences of Year 2000 Issue
 
   If store systems should cease to operate on January 1, 2000, we have several
options available to continue to process sales and receipts in our stores. In a
worst case scenario, the existing disaster procedure to hand-write receipts
would be put into place. The receipt of purchase orders and transfers would
also be recorded manually. If the situation were a result of the registers' and
servers' failure to recognize the new year, the capability exists to set the
system dates back to 1999 and continue to process sales transactions. Sales
receipts would need to be date stamped by hand. Additional effort would be
required to ensure sales and receipt data is subsequently processed correctly.
This would require incremental manual intervention. While the cost of manual
intervention would not be material, our store operations would be materially
adversely affected.
 
   In addition, the failure to successfully upgrade to SFR version 7.0 or to
implement the new JDA system could disrupt the movement of inventory into and
out of our distribution center and our ability to transfer inventory to our
stores. This could adversely affect our ability to supply merchandise on a
timely basis, and therefore our revenues.
 
   If our telecommunications and credit card processing service providers are
not Year 2000 compliant on a timely basis, our operations could be materially
adversely affected. If our telecommunications providers are not compliant, we
would be required to migrate our service to a compliant vendor. If our credit
card processor is not compliant, we would be required to approve and settle
credit requests manually.
 
 Anticipated Costs of Year 2000 Compliance
 
   We have incurred approximately $15,000 in costs associated with Year 2000
issues. The total cost associated with modifications, upgrades and/or
replacements to become Year 2000 compliant is not expected to be material to
our financial position. We currently estimate that we will incur costs of
approximately $215,000 relating to Year 2000 compliance.
 
 Lack of Contingency Plans
 
   We have not developed a formal contingency plan. If Year 2000 problems are
discovered, we will address these issues as they occur.
 
Inflation
 
   We do not believe that inflation has had a material effect on our financial
position or results of operations during the past three years. However, we
cannot predict the future effects of inflation.
 
                                       25
OUR BUSINESS
 
   Zany Brainy is a leading and rapidly growing specialty retailer of high
quality toys, games, books and multimedia products for kids. We are a
different kind of toy store with a unique product mission and a passionate
commitment to our customers. We believe that learning should be fun. We sell
over 15,000 products that entertain, educate and spark the imaginations of
children up to 12 years of age. Zany Brainy 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.
 
   We opened our first store in Wynnewood, Pennsylvania in 1991. The current
management team assumed leadership during 1995 and 1996. This team refined our
store model and operating strategies and, starting in 1997, accelerated our
store growth. We opened 23 new stores last year and, as of March 15, 1999,
Zany Brainy operated 77 stores in 19 states. We plan to add 25 stores in 1999,
two of which we have already opened, and 25 stores in 2000. Our sales grew
36.6% in 1998 to $168.5 million and we experienced comparable store sales
growth of 9.1% in 1997 and 9.9% in 1998.
 
Our Strategies
 
   Our goals are to establish Zany Brainy as the leading specialty retailer of
high quality toys, games, books and multimedia products for kids and to build
Zany Brainy into a national brand that represents the "best stuff for kids."
The key elements of our growth and operating strategies to achieve these goals
include:
 
 Pursue Store Expansion Program
 
   We believe that Zany Brainy has nationwide appeal and significant new store
expansion opportunities over the next several years. We anticipate opening 25
stores in 1999, two of which we have already opened, and 25 stores in 2000.
Our expansion strategy is to continue to open new stores in markets where we
believe we can become the dominant retailer of high quality toys, games, books
and multimedia products for children as well as to open more stores in our
existing markets. In 1999, we plan to open 14 stores in new markets and to
open 11 stores in existing markets.
 
 Increase Sales Productivity of Existing Store Base
 
   We are committed to increasing productivity in existing stores through the
following initiatives:
 
  . frequently updating our merchandise presentation and selection to attract
    repeat customers;
 
  . utilizing advertising to attract and retain customers and expand consumer
    awareness of our brand;
 
  . continuing to invest in the training of sales associates; and
 
  . further improving our in stock position and speed-to-market with new
    products by upgrading our distribution and management information systems
    infrastructure.
 
 Offer a Unique Merchandise Mix
 
   We strive to carry a product selection that addresses the needs of our
customers and which meaningfully differs from that of our competitors. We
believe that our selection represents a comprehensive offering for customers
seeking products that enable their children to have fun while
 
                                      26
learning. We do not sell products that we believe are inconsistent with our
mission, such as toys that may reinforce gender stereotypes or encourage
violence. In addition, we generally do not offer TV-promoted, mass marketed
items. Excluding books and multimedia, we believe that less than 30% of the
stock keeping units that we carry are available at Toys "R" Us. We seek to keep
our merchandise selection new and exciting, and to satisfy our customers'
changing preferences. Accordingly, we seek to update at least 20% of our
merchandise each year. To further differentiate our merchandise selection, we
work closely with several specialty suppliers to secure exclusive product or
licensing arrangements.
 
 Provide Exceptional Customer Service
 
   We believe that our high level of service differentiates the shopping
experience at our stores, enables us to attract customers and creates customer
loyalty and trust. We actively recruit educators, child care providers and
back-to-work parents as sales associates because we believe they have a respect
and affection for children and an appreciation of how children learn through
play. Our employees participate in an extensive training program and learn to
proactively assist our customers in selecting products. In addition, we staff
our stores with book, multimedia and other specialists who have an in-depth
knowledge of their specific areas. We also provide convenient services, such as
free gift wrapping and shipping at cost.
 
 Provide a Destination Store Environment
 
   We design our stores to be a destination for both children and adults to
enjoy free fun every day. We offer daily, in-store events such as mini-
concerts, story time, face-painting, character appearances and a summer reading
club. We provide a hands-on shopping experience and encourage children to play
with our products in the store. Our "kid-friendly" stores are colorful,
welcoming and exciting with attractive carpeting and designated play areas
located throughout the store.
 
Industry and Competition
 
   We believe that the market for our product categories was approximately $14
billion in 1998. However, we do not sell some of the products included in these
categories because they are inconsistent with our product mission or
inappropriate for children 12 years and under.
 
   The toy retailing market is comprised of:
 
  . mass market retailers, including superstores such as Toys "R" Us and
    discounters such as Wal-mart and Target;
 
  . smaller format specialty educational and creative toy and game retailers
    such as Noodle Kidoodle and LearningSmith;
 
  . non-toy specialty retailers, such as traditional book, music, video and
    software retailers;
 
  . internet-only retailers; and
 
  . a variety of other retailers offering a subset of our products including
    card and gift shops, craft stores and department stores.
 
   The mass market retailers have traditionally offered a broad range of
products with a particular focus on TV-promoted products. We believe that mass
market retailers' emphasis on these products, combined with the impersonal
environment and reduced service levels typical of a large format superstore,
limits their ability to meet the needs of our customers.
 
                                       27
Some of the smaller format specialty educational and creative toy and game
retailers offer products similar to ours. However, we generally operate larger
stores, which enables us to carry a wider product assortment. In addition, some
of these competitors supplement their product offering with items that we
believe are inconsistent with our mission to sell the "best stuff for kids."
Moreover, we provide a broader program of special events than these
competitors.
 
   Many non-toy speciality retailers, such as traditional book and software
retailers, offer an extensive selection of products in specific categories.
However, we believe our comprehensive merchandise offering of toys, games,
books and multimedia products for kids satisfies our customers' need for a
variety and selection of products. Internet-only retailers provide customers
with an on-line shopping forum. We believe we differentiate ourselves from
internet competitors by providing a high level of customer service and a "kid
friendly" environment in which children are encouraged to see, touch and play
with our products.
 
Our Merchandising Approach
 
   We believe that our customers trust us to provide high quality merchandise
for kids at the right price. We carefully select products that encourage
children's educational, emotional or physical development. We do not sell
products that we believe are inconsistent with our mission, such as toys that
reinforce gender stereotypes or encourage violence. In addition, we generally
do not offer TV-promoted, mass marketed items. We believe that this
merchandising philosophy has enabled us to earn the confidence, loyalty and
trust of our customers.
 
 Our Distinctive Merchandise Selection
 
   We purchase over 15,000 stock keeping units from more than 400 suppliers in
20 different countries. While our products generally range in price from less
than one dollar up to $200, the average price paid for a single product is less
than $10. We present our merchandise across 11 product categories to satisfy a
broad spectrum of customer needs. Our extensive selection of merchandise
includes:
Category                               Description
--------                               -----------
Toys and Games
  Brainy Games and Puzzles.........    Board games and puzzles.
  Bright Start.....................    Toys for ages up to three.
  Creativity.......................    Arts and crafts supplies and kits.
  Good Sports......................    Indoor and outdoor sport-theme toys.
  Kidtronics.......................    Electronic learning aids and musical
                                       instruments.
  Let's Pretend....................    Pretend play, dress up and doll houses.
  Our Planet.......................    Science-related toys.
  Plush and Dolls..................    Stuffed animals and dolls.
  Young Builders...................    Building toys and trains.
Books..............................    Extensive selection of over 7,000 titles.
Multimedia.........................    Software, audio and video.
We regularly offer numerous limited distribution, innovative products. In
many cases, we have worked with suppliers to first introduce their products in
our stores. We believe many manufacturers of specialty products do not sell
their products through discounters or mass market retailers. To further
differentiate our merchandise offering, we also work closely with several
specialty suppliers to secure exclusive product or licensing arrangements. We
also supplement our merchandise offering
 
                                       28
with our own product development efforts. We sell our private label products
under such brand names as "Ready, Set, Grow!" and "Kidstruments."
 
 Our Competitive Pricing
 
   We generally position ourselves to be competitive in price, but we do not
attempt to be the discount leader in a given market. We do, however, maintain a
policy of matching our competitors' advertised prices.
 
Store Operations
 
 Our Store Design
 
   We design our stores to be bright, colorful and inviting for children and
adults. Our current store prototype is 10,600 square feet and contains 11 major
categories of products. Large banners with unique graphics identify each of
these categories to enable customers to find specific items quickly. Our stores
are fully carpeted and have low shelving to encourage children to see, touch
and play with our products. Departments are located around the perimeter of the
store in a "racetrack" style to promote browsing and impulse sales. We have a
play center in the middle of our stores that is surrounded with large red
pillars so children can locate it easily. We also provide seating in the play
center so adults can comfortably play with their children. We typically locate
our Zany Showtime Theater, which is used to show the latest video releases,
adjacent to the play center so we can combine the two spaces to accommodate
larger special events. A reading area is situated next to our book department,
and software demonstration stations are placed near our multimedia department
to encourage sampling of these items.
 
                             [Store layout graphic]
 
 Our Store Associates
 
   We strive to complement our innovative store design with superior customer
service to provide an enjoyable shopping experience. We believe our prompt,
knowledgeable and enthusiastic service fosters the confidence and loyalty of
our customers and differentiates us from our competitors. We actively recruit
educators, child care providers and back-to-work parents as store employees
because we believe that these people are most likely to have a respect and
affection for children, and an appreciation of how children learn through play.
Because we consider customer relations and product
 
                                       29
knowledge to be critical components of our merchandising strategy, we emphasize
product and customer service training. Our sales associates receive
approximately 25 hours of training within their first month of employment and
are tested before they are designated a "Certified Kidsultant." We train our
sales associates to proactively advise customers on product features, benefits
and age-appropriateness.
 
   In addition, some of our sales associates receive supplemental training to
become specialists in various areas including books, multimedia and events. We
also provide an abbreviated form of training for seasonal employees. Once a
year, all store managers attend a "Play Day" where they are introduced to and
trained in the features and benefits of various new products. The store
managers then train our sales associates in these products.
 
   Our stores are typically staffed with a general manager, three assistant
managers, four specialists, and a varying number of part-time sales associates,
depending on store volume and time of year. A general manager and three
assistant managers, who may be specialists, typically manage each store, and
are responsible for building relationships within the community. The operations
of each store are supervised by one of 11 district managers who each in turn
report to one of three regional managers. Each regional manager reports to the
vice president of stores.
 
   Zany Brainy stores are open seven days a week, generally from 10:00 a.m. to
9:00 p.m. Monday through Saturday and 11:00 a.m. to 6:00 p.m. on Sunday.
 
Store Locations
 
   We select geographic markets and store sites on the basis of demographic
information, quality and nature of co-tenants store visibility and
accessibility. Key demographics include population density, household income,
the number of households with children and education level. We locate our
stores primarily in suburban strip or power centers as well as in selected
free-standing locations. We typically seek sites with co-tenants that are
strong, destination and lifestyle-oriented retailers such as Borders, Old Navy,
PETsMART, Bed, Bath & Beyond or upscale supermarkets.
 
                                       30
The map and store list below present the stores we operate as of March 15,
1999:
 
                 [Map of United States showing store locations]
 
 
     Pre-1995 Openings
--------------------------
                      Sq.
    City, State     Footage
------------------- -------
Wilmington, DE       8,400
Marietta, GA        12,500
Sandy Springs, GA   13,500
Annapolis, MD       12,045
Columbia, MD        12,000
Rockville, MD       12,368
East Brunswick, NJ  12,000
Mount Laurel, NJ    10,208
Wayne, NJ           13,500
Jenkintown, PA      12,460
Lancaster, PA       12,150
Newtown, PA         10,846
Strafford, PA        8,500
Wynnewood, PA       10,875
Fairfax, VA         13,801
Sterling, VA        12,421

1996 Openings
---------------------------
                      Sq.
City, State         Footage
------------------  -------
Naperville, IL      12,481
Oak Brook, IL       12,996
Orland Park, IL     13,614
Durham, NC          13,010
Raleigh, NC         12,701
Marlton, NJ         15,520
Edison, NJ          14,000
Springfield, NJ     12,530
Akron, OH           10,052
Columbus, OH        12,015
Mayfield Heights,
 OH                  9,556
Fairless Hills, PA  11,236*

      1998 Openings
---------------------------
                      Sq.
   City, State      Footage
------------------  -------
Brea, CA            10,350
Concord, CA         10,500
Mission Viejo, CA   11,116
Montclair, CA       10,816
Newport Beach, CA   10,876
Orange, CA          10,644
Pasadena, CA        10,600
San Mateo, CA       10,687
Valencia, CA        10,081
Overland Park, KS   10,600
Lexington, KY       12,850
Gaithersburg, MD    10,500
Ballwin, MO         10,600
Brentwood, MO       10,418
Scarsdale, NY        9,207
Winston-Salem, NC    8,249
Columbus, OH        10,600
Cool Springs, TN    10,650
Brentwood, TN       10,088
Fredericksburg, VA   8,039
Redmond, WA         10,479
Tukwila, WA         11,200
Brookfield, WI      11,122
-----------------------------------------
Average Sq.
Footage...........  12,476

      1997 Openings
---------------------------
                      Sq.
   City, State      Footage
------------------  -------
Birmingham, AL      10,000
San Diego, CA       10,500
Thousand Oaks, CA   10,440
Torrance, CA        10,500
Indianapolis, IN    10,016
Louisville, KY      11,841
Charlotte, NC       12,500
Madison, WI         10,000
Milwaukee, WI        9,885
-----------------------------------------
Average Sq.
 Footage........... 11,723
       1995 Openings
--------------------------

                      Sq.
    City, State     Footage  
------------------- -------
Alpharetta, GA      13,582
Marietta, GA        11,100*
Norcross, GA        15,001
Northbrook, IL      15,058
Schaumburg, IL      15,000
Wheaton, IL         12,499     
Eatontown, NJ       13,044     
Princeton, NJ       11,372     
Warrington, PA      12,500     
Huntingdon Valley,             
 PA                 12,500     
Bailey's                       
 Crossroads, VA     13,329     
Woodbridge, VA      12,593     
Fairfax, VA         12,814     
Reston, VA          12,716     
Springfield, VA     12,000     
-----------------------------------------
Average Sq.
 Footage..........  10,631

-----------------------------------------
Average Sq.
 Footage........... 13,007

 Average Sq.                 
  Footage..........  10,447 
       1999 Openings        
 ---------------------------

                       Sq.  
    City, State      Footage
 ------------------  -------
 Dublin, CA          10,500 
 Huntington Beach,          
  CA                 10,625  
--------                                           
*Excludes square footage licensed to a third party.
                                                   
                                       31
Marketing
 
 Advertising
 
   We use direct mail and newspaper advertising to promote Zany Brainy products
and increase awareness of our stores and brand. We primarily rely on direct
mail advertising, which allows us to capitalize on our growing, internally-
generated database. A variety of direct mail pieces, including our large, color
"Zany Zone" catalog, are mailed throughout the year to both current and
prospective customers. We also use full color newspaper inserts for broader
consumer reach during our peak selling periods. We advertise most heavily
during the Christmas holiday and back-to-school seasons. Our suppliers
contribute to some of our advertising costs through co-op advertising.
 
   We use grand opening events to create traffic in new stores and to introduce
Zany Brainy to the community. Through a combination of advertising promotions,
public relations efforts and community outreach activities, we seek to generate
strong opening weekend sales, significant media exposure and community
involvement with Zany Brainy. For example, we design our grand opening events
to enable our store employees to initiate relationships with children-focused
organizations such as schools, museums, zoos and daycare centers.
 
 Free Fun Every Day
 
   The Zany Brainy store environment and special events program are integral
parts of our marketing strategy. We believe they provide an exciting shopping
and learning experience for kids and adults. Our stores always feature several
interactive areas, including play centers and software demonstration stations.
In addition, we show movies throughout the day at our Zany Showtime Theater. We
publish a monthly calendar of free events for our stores. Each of our stores
hosts regular daily activities for kids, including creative arts and crafts
activities, character and author appearances and mini-concerts by nationally
known children's performers. In order to enhance customer loyalty, we
established a summer reading club in 1993. In 1998, the summer reading club had
approximately 26,000 members. The National Geographic Society and America
Online are among the organizations that have sponsored our summer reading club.
We believe that these activities create an enjoyable shopping experience and
strengthen our position as a family-oriented destination store.
 
Purchasing and Suppliers
 
   We purchase merchandise from over 400 suppliers in 20 different countries.
We believe that our buying power and ability to make centralized purchases
enable us to acquire products on favorable terms.
 
   In mid-1998, we entered into a relationship with Ingram Books to be our
principal book distributor. We believe that this arrangement provides a
comprehensive, cost-effective alternative to purchasing books from multiple
publishers and distributors. In addition, Ingram ships directly to each of our
stores, improving our in-stock position and ensuring that we carry current,
popular titles.
 
   Additionally, we host vendor-supported in-store programs to increase
customer product knowledge in a friendly, hands-on environment. For example, we
periodically schedule "Young Builders Days," when representatives from
suppliers provide children with the opportunity to play with and learn about
their products.
 
 
                                       32
Our central buying staff is comprised of one vice president, two divisional
merchandise managers and seven buyers, each of whom is responsible for
purchasing selected categories of our products. Our buyers generally have
extensive purchasing experience with major toy or other speciality retailers.
We also maintain an in-house private label product development team that
develops products which are unique to Zany Brainy and offer higher profit
margins. In addition, we have a merchandise planning team that manages
inventory levels and the flow of merchandise through our stores. This team
works closely with our buying staff to react quickly to sales trends and
improve in stock levels at our stores.
 
Distribution
 
   We currently operate two distribution centers in Delaware that contain in
the aggregate approximately 180,000 square feet. Approximately 80% of our
products are distributed through these facilities and the balance is shipped to
the stores directly by the manufacturer or supplier. Our automated inventory
replenishment system optimizes the inventory levels at each of our stores. This
computerized system retrieves sales information from our stores, enabling us to
pick, price and ship products to each of our stores on a weekly basis. This
method of allocation and distribution improves our operating performance by
reducing overall inventory costs while maintaining high in stock percentages.
 
   After analyzing our distribution facilities and systems in light of our
anticipated growth, we decided to close our two existing distribution centers
and consolidate distribution center operations in a new 250,000 square foot
facility in Swedesboro, New Jersey. This transition is scheduled to occur in
the summer of 1999. The new distribution center will be automated to reduce
labor expenses. We also plan to implement a new warehouse management system as
part of the JDA software installation that we anticipate completing in early
2000. This more sophisticated system should enable us to accept smaller but
more frequent deliveries from suppliers, reducing inventory in the distribution
center and stockouts at our stores.
 
Management Information Systems
 
   Our management information systems include a business-wide software package,
Systems for Retailers (SFR), that supports our major back-office functions,
including buying, replenishment, physical distribution, general ledger and
payables. In late 1998, we agreed to purchase a more sophisticated software
package from JDA Software, Inc. (JDA) to replace SFR. JDA will support the same
business functions as SFR, but it also includes forecasting capabilities and
more advanced replenishment and trend algorithms. We believe the implementation
of JDA, which we anticipate completing in the second quarter of 2000, will
further increase our operating efficiencies.
 
   At the store level, we utilize a point-of-sale system to capture sales
transactions that includes a price look-up, UPC scanning, check and credit
authorization and zip code capture. Our store systems interface with our
business-wide software system to automatically replenish inventory, by stock
keeping unit, to each store. We also analyze this information to tailor our
merchandise assortment, determine markdowns, generate forecasts and evaluate
product and supplier performance.
 
Proprietary Rights
 
   To protect our proprietary rights, we generally rely on copyright, trademark
and trade secret laws, confidentiality agreements with employees and third
parties and license agreements with
 
                                       33
consultants and suppliers. Each of "Zany Brainy," "A Zillion Neat Things for
Kids," "Zany Zone" and "Price Chomper" has been registered as a service mark
and/or trademark with the United States Patent and Trademark Office. In
addition, we have numerous pending applications for trademarks.
"ZanyBrainy.com" has also been registered as an internet domain name.
 
Employees
 
   As of January 30, 1999, we employed over 2,000 employees, 729 of whom were
employed full-time. We also employ additional personnel during peak selling
periods. We consider our relationships with our employees to be good. None of
our employees are covered by collective bargaining agreements.
 
Properties
 
   Our corporate headquarters are located at 308 East Lancaster Avenue in
Wynnewood, Pennsylvania, where we lease approximately 36,000 square feet. Our
lease expires June 30, 1999. We plan on relocating our corporate headquarters
to King of Prussia, Pennsylvania in June 1999 to increase our office space to
approximately 52,000 square feet. We have an option to lease another 10,000
square feet in the new location. The lease has an initial term of ten years
with two five-year renewal options.
 
   We also currently lease two distribution centers: one in New Castle,
Delaware consisting of approximately 120,000 square feet, and one in Newark,
Delaware consisting of approximately 60,000 square feet. These leases will
expire in April 1999 and March 2000. We plan on closing our two distribution
centers and consolidating into one facility in Swedesboro, New Jersey in June
1999. The lease for the distribution center in New Castle will be assumed by
our new landlord following our occupancy of the new facility in Swedesboro. The
new distribution center consists of approximately 250,000 square feet, and we
have an option to expand the distribution center by a minimum of 100,000 and up
to 250,000 square feet. The new distribution center lease has an initial term
of five years with two five-year renewal options.
 
   We lease all of our stores. Initial lease terms are generally for ten years,
and most leases contain multiple five-year renewal options. We generally select
a new store site 6-18 months before its opening. Our stores are primarily in
suburban strip or power shopping centers as well as in selected free-standing
locations. As of March 15, 1999, we had 21 signed leases for planned stores in
1999, two of which we have already opened, and two signed leases for planned
stores in 2000.
 
Legal Proceedings
 
   We are from time to time involved in litigation that we believe ordinarily
accompanies a retail business. We do not believe that any of our pending or
threatened litigation will result in an outcome that would materially affect
our business.
 
                                       34
MANAGEMENT
 
Executive Officers and Directors
 
   Our executive officers and directors are:
Name                       Age                     Position
----                       ---                     --------
Keith C. Spurgeon.........  44 Chairman of the Board and Chief Executive Officer
Thomas G. Vellios.........  44 President
Robert A. Helpert.........  55 Chief Financial Officer, Secretary and Treasurer
Phillip Cohen.............  56 Director
C. Donald Dorsey..........  57 Director
Robert A. Fox.............  69 Director
Gerald R. Gallagher.......  57 Director
Henry Nasella.............  52 Director
Yves B. Sisteron..........  43 Director
David V. Wachs............  72 Director
The current executive officers and directors, along with their backgrounds,
are set forth below:
 
   Keith C. Spurgeon has served as our Chairman of the Board and Chief
Executive Officer since January 1998. He served as our President and Chief
Executive Officer from June 1996 to January 1998. Prior to joining us, Mr.
Spurgeon was at Toys "R" Us for over ten years where he served in various
capacities, most recently as Vice President for Asia and Australia.
 
   Thomas G. Vellios has served as our President since January 1998. He joined
Zany Brainy in November 1995 as Executive Vice President of Merchandising and
Marketing. Prior to joining us, Mr. Vellios was at Caldor, Inc. for nine
years, where he served in various capacities, most recently as Senior Vice
President and General Merchandise Manager.
 
   Robert A. Helpert has served as our Chief Financial Officer, Secretary and
Treasurer since May 1995. Prior to joining us, from February 1994 to May 1995,
Mr. Helpert was the Executive Vice President and Chief Financial Officer for
Trans World Entertainment Corporation. Prior to joining Trans World, from 1988
to 1994, he was President and Chief Operating Officer of W.H. Smith, Inc.
 
   Phillip Cohen has served as one of our directors since January 1993. Mr.
Cohen is currently the Chairman of Chelsea House Publishing Company and The
Main Line Book Company, positions he has held for more than five years.
 
   C. Donald Dorsey has served as one of our directors since June 1994. Mr.
Dorsey has served as Executive Vice President of PETsMART, Inc. since 1994.
From 1989 to February 1997 and November 1997 to March 1998, Mr. Dorsey also
served as PETsMART's Chief Financial Officer.
 
   Robert A. Fox has served as one of our directors since January 1993. Mr.
Fox is the President of R.A.F. Industries, Inc. and affiliates, diversified
manufacturing, distribution and service companies, which he founded in 1979.
Mr. Fox also currently serves as a director of Safeguard Scientifics, Inc. and
Prime Bancorp, Inc.
 
   Gerald R. Gallagher has served as one of our directors since June 1994. Mr.
Gallagher has been a general partner of Oak Investment Partners, a venture
capital firm, since 1987. Before joining Oak Investment Partners, he was Vice
Chairman of Dayton Hudson Corporation. Currently, Mr. Gallagher serves as a
director of P.F. Chang's China Bistro, Inc.
 
                                      35
Henry Nasella has served as one of our directors since October 1993. Mr.
Nasella has been the Chairman, Chief Executive Officer and President of Star
Markets Company, Inc., a Boston-based grocery retailer since September 1994.
From January 1994 to September 1994, he was a principal of Phillips-Smith
Specialty Venture Capital. Mr. Nasella formerly served as President and Chief
Operating Officer of Staples Inc. He currently serves as a director of Au Bon
Pain Co., Inc.
 
   Yves B. Sisteron has served as one of our directors since June 1994. Mr.
Sisteron has been a principal of Global Retail Partners, L.P., an investment
fund, since January 1996 and a manager of U.S. investments for Carrefour S.A.
since 1993. Mr. Sisteron currently serves as a director of P.F. Chang's China
Bistro, Inc.
 
   David V. Wachs has served as one of our directors since October 1993. Mr.
Wachs currently serves as a consultant to Charming Shoppes, Inc., a retail
company he co-founded.
 
   Messrs. Cohen and Nasella were elected to our board pursuant to the
provisions of our shareholders agreement that entitle David Schlessinger, the
founder and former chairman of Zany Brainy, to designate two directors to our
board. In August 1998, Mr. Schlessinger waived his right to designate directors
in the future. Messrs. Fox and Wachs were elected to our board pursuant to the
provisions of our shareholders agreement that entitle Mr. Fox to designate one
director, in addition to himself, to our board. Messrs. Gallagher and Sisteron
were elected to our board pursuant to the provisions of our shareholders
agreement that entitle Oak Investment Partners V Limited Partnership and
Fourcar B.V., respectively, to designate directors to our board. The
shareholders agreement terminates upon consummation of this offering.
 
Committees of the Board of Directors
 
   The board of directors has established an audit committee, a compensation
committee and a nominating committee.
 
   Messrs. Dorsey, Fox and Wachs comprise the audit committee. The audit
committee reviews with management our internal financial controls, accounting
procedures and reports. The audit committee also reviews the engagement of our
independent auditors, makes recommendations to the board of directors regarding
the selection of independent auditors and reviews the scope, fees and results
of any audit.
 
   Messrs. Gallagher, Nasella and Sisteron comprise the compensation committee.
The compensation committee administers all of our salary and incentive
compensation policies. The compensation committee also administers our stock
option plans and establishes the terms and conditions of all stock option
grants.
 
   Messrs. Nasella and Spurgeon comprise the nominating committee. The
nominating committee evaluates board performance and recommends nominees to the
board of directors.
 
Director Compensation
 
   Directors do not receive any cash compensation for service as directors,
however, they are reimbursed for the expenses they incur in attending meetings
of the board or board committees. All directors are eligible to participate in
our stock option plans.
 
                                       36
Executive Compensation
 
   The following table sets forth information concerning the compensation
earned by our chief executive officer and our two other executive officers for
services rendered in all capacities to us in the year ended January 30, 1999.
 
                           Summary Compensation Table
Annual
                                               Compensation
                                             -----------------    All Other
Name and Principal Position             Year  Salary   Bonus   Compensation(a)
---------------------------             ----  ------  -------- ---------------
Keith C. Spurgeon, Chairman and Chief
 Executive Officer..................... 1998 $300,000 $135,000     $2,335
Thomas G. Vellios, President........... 1998  275,000  110,000      2,466
Robert A. Helpert, Chief Financial
 Officer, Secretary and Treasurer...... 1998  262,500   91,875      6,666
--------
(a) Represents premiums paid by us with respect to term life insurance for the
    benefit of the named executive officer.
 
Stock Option Information
 
   There were no stock option grants to any of the executive officers named in
the Summary Compensation Table during fiscal year 1998.
 
   The following table sets forth information with respect to the number and
value of outstanding options held by executive officers named in the Summary
Compensation Table at the end of 1998.
 
                         Fiscal Year-End Option Values
Number of Securities      Value of Unexercised
                              Underlying Unexercised     In-the-Money Options
                              Options at Year End(#)      at Year End ($)(a)
                             ------------------------- -------------------------
            Name             Exercisable Unexercisable Exercisable Unexercisable
            ----             ----------- ------------- ----------- -------------
Keith C. Spurgeon...........   237,500      462,500         --           --
Thomas G. Vellios...........   175,000      275,000         --           --
Robert A. Helpert...........   113,750      161,250         --           --
--------
(a) Based on an assumed initial public offering price of $      per share,
    minus the exercise price, multiplied by the number of shares underlying the
    option.
 
Stock Option Plans
 
 1993 Stock Incentive Plan
 
   We have a 1993 stock incentive plan, under which we have reserved for
issuance 2,500,000 shares of common stock. The 1993 plan provides for grants of
incentive stock options, nonqualified stock options, stock appreciation rights
and stock awards to our key employees and non-employee directors. The
compensation committee of the board of directors administers and interprets the
plan.
 
   The exercise price of common stock underlying an option may be greater, less
than or equal to fair market value. However, the exercise price of an incentive
stock option must be equal to or
 
                                       37
greater than the fair market value of a share of common stock on the date such
incentive stock option is granted, and the exercise price of an incentive stock
option granted to an employee who owns more than 10% of the common stock may
not be less than 110% of the fair market value of the underlying shares of
common stock on the date of grant.
 
   The maximum term of an option is ten years from the date of grant except
that the term of an incentive stock option granted to an employee who owns more
than 10% of the common stock may not exceed five years from the date of grant.
The compensation committee may accelerate the exercisability of any or all
outstanding options in the event of a dissolution, liquidation or change in
control.
 
   As of March 15, 1999, 2,494,106 options were outstanding under the 1993
plan. Zany Brainy does not anticipate that any additional stock options will be
granted under the 1993 plan after the date of the offering.
 
 1998 Equity Compensation Plan
 
   We have a 1998 equity compensation plan under which, as of March 17, 1998,
we have reserved for issuance 3,000,000 shares of common stock. The 1998 plan
provides for grants of incentive stock options, nonqualified stock options,
stock appreciation rights, restricted stock and performance units to our
designated employees, advisors and consultants, and to non-employee directors.
The 1998 plan provides that no more than 500,000 shares in the aggregate may be
granted to any individual in any calendar year. The compensation committee of
the board of directors administers and interprets the plan.
 
   The exercise price of common stock underlying an option may be greater, less
than or equal to fair market value. However, the exercise price of an incentive
stock option must be equal to or greater than the fair market value of a share
of common stock on the date such incentive stock option is granted, and the
exercise price of an incentive stock option granted to an employee who owns
more than 10% of the common stock may not be less than 110% of the fair market
value of the underlying shares of common stock on the date of grant.
 
   The maximum term of an option is ten years from the date of grant except
that the term of an incentive stock option granted to an employee who owns more
than 10% of the common stock may not exceed five years from the date of grant.
The compensation committee may accelerate the exercisability of any or all
outstanding options at any time for any reason.
 
   Upon a change of control, the compensation committee may determine that:
 
  . 50% of all outstanding options shall immediately vest;
 
  . the restrictions and conditions on all outstanding restricted stock shall
    immediately lapse; and
 
  . holders of performance units shall receive a payment in settlement of
    such units, in an amount determined by the compensation committee in its
    sole discretion.
 
   As of March 15, 1999, 225,700 options were outstanding under the 1998 plan.
 
   Section 162(m). Under Section 162(m) of the Internal Revenue Code, we may be
precluded from claiming a federal income tax deduction for total remuneration
in excess of $1,000,000 paid to the chief executive officer or to any of the
other four most highly compensated officers in any one year. Total remuneration
would include amounts received upon the exercise of stock options granted under
 
                                       38
the plan and the value of shares received when the shares of restricted stock
became transferable or such other time when income is recognized. An exception
does exist, however, for "performance-based compensation," including amounts
received upon the exercise of stock options pursuant to a plan approved by
shareholders that meets certain requirements. The 1998 plan has been approved
by shareholders and is intended to make grants of options thereunder meet the
requirements of "performance-based compensation." Awards of restricted stock
generally will not qualify as "performance-based compensation."
 
 Nonqualified Stock Options
 
   Prior to the adoption of the 1993 stock incentive plan and subsequent to the
1993 plan's adoption with respect to certain persons or entities unable to
receive grants under the 1993 plan, we granted to certain employees, directors,
consultants and advisors non-qualified stock options under individual
agreements with the grantees. As of March 15, 1999, 130,000 options were
outstanding under these separate agreements. All of these options expire ten
years after the date of grant.
 
Employment Agreements
 
   In 1996, we entered into employment agreements with each of Keith C.
Spurgeon, Thomas G. Vellios and Robert A. Helpert. Under these employment
agreements, Messrs. Spurgeon, Vellios and Helpert are entitled to receive a
base salary, which may be increased from time to time, and such additional
compensation as may be awarded to them. In addition, Messrs. Spurgeon, Vellios
and Helpert received stock option grants under these employment agreements for
400,000 shares, 200,000 shares and 140,000 shares, respectively, at an exercise
price of $4.00 per share. These stock option grants were subsequently repriced
to $3.33 per share and are governed by the terms of our 1993 stock incentive
plan. During 1998, the base salaries for Messrs. Spurgeon, Vellios and Helpert
were $300,000, $275,000 and $262,500, respectively.
 
   Each of the employment agreements contains the following principal terms:
 
  . severance payment equal to six months of the employee's base salary if
    the employee is terminated for any reason other than for cause or a
    change of control.
 
  . severance payment equal to one year of the employee's base salary, if the
    employee is terminated or the employee's responsibilities are
    significantly reduced after a change in control.
 
  . the option to resign and still receive a severance payment equal to one
    year of the employee's base salary within one year after a change of
    control if, after the change in control, the successor organization does
    not offer to extend the employee's employment agreement for two years on
    substantially the same terms.
 
Each of the employment agreements may be terminated at will by either party.
 
                                       39
CERTAIN TRANSACTIONS
 
Issuance of Capital Stock
 
   In September and November 1996, we issued 525,025 shares and 224,959 shares,
respectively, of series C convertible preferred stock for an aggregate of
$16,874,640. In order to encourage our existing shareholders to participate in
the series C financing, we also offered them the opportunity, in some
circumstances, to exchange their shares of series B preferred stock for an
equal number of shares of series BB preferred stock, which has a more favorable
conversion rate to common stock. As a result, in September 1996, we issued
748,334 shares of series BB convertible preferred stock in exchange for an
equal number of shares of series B convertible preferred stock. In addition, as
set forth below, one of our former shareholders also sold all of its shares of
common stock on a pro rata basis to the investors in the series C financing.
All of the shares of convertible preferred stock will convert to common stock
at the closing of this offering.
 
   Specifically, in connection with the series C preferred stock sale, we
issued:
 
  . 8,940 shares of common stock to the C. Donald Dorsey and Lydia Dorsey
    Family Trust dated August 5, 1993, for which C. Donald Dorsey, one of our
    directors, serves as trustee;
 
  . an aggregate of 164,590 shares of common stock to Robert A. Fox, one of
    our directors, for himself and for a voting trust in his name;
 
  . 121,755 shares and 2,740 shares of common stock to Oak Investment
    Partners V, L.P. and Oak V Affiliates Fund, L.P., respectively,
    partnerships in which Gerald R. Gallagher, one of our directors, is a
    general partner;
 
  . 810,805 shares, 131,530 shares and 51,050 shares of common stock to
    Fourcar, B.V., Lacomble Retailing, SA and Fondation Consuelo,
    respectively, each of which is an entity affiliated with Carrefour S.A.,
    for which Yves Sisteron, one of our directors, serves as the manager of
    U.S. investments;
 
  . 70,620 shares of common stock to Frontenac VI Limited Partnership, one of
    our greater than 5% shareholders;
 
  . 1,015,455 shares and 5,040 shares of common stock to Nassau Capital
    Partners II L.P., one of our greater than 5% shareholders, and NAS
    Partners I L.L.C., respectively;
 
  . 993,375 shares of common stock to Vulcan Ventures, Inc., one of our
    greater than 5% shareholders; and
 
  . an aggregate of 5,605 shares of common stock to employees of DLJ.
 
   In connection with the exchange of series B convertible preferred stock for
series BB convertible preferred stock, we issued:
 
  . 4,571 shares of common stock to the C. Donald Dorsey Trust; and
 
  . an aggregate of 448,388 shares of common stock to Mr. Fox, for himself
    and for a voting trust in his name;
 
  . 372,571 shares and 8,379 shares of common stock to Oak Investment
    Partners V, L.P. and Oak V Affiliates Fund, L.P., respectively;
 
  . 321,152 shares, 71,195 shares, 35,597 shares, 35,597 shares, 28,571
    shares, 13,714 shares and 28,571 shares of common stock to Fourcar, B.V.,
    Lacomble Retailing, SA, Fidas
 
                                       40
Business S.A., SG Cowen, Fundacion Juan March, Fundacion Appomatox and
    Daniel Bernard, respectively, each of which is an entity affiliated with
    Mr. Sisteron and which Fourcar, B.V. and Lacomble Retailing, SA are
    entities affiliated with Carrefour S.A.;
 
  . 761,911 shares of common stock to Frontenac VI Limited Partnership;
 
  . 257,526 shares of common stock to Vulcan Ventures, Inc; and
 
  . an aggregate of 2,550 shares of common stock to employees of DLJ.
 
Recent Sales of Securities by Shareholders
 
   In September and November 1996, one of our former shareholders sold an
aggregate of 600,000 shares of common stock to certain of our shareholders for
an aggregate purchase price of $2.0 million, or $3.33 per share, including:
 
  . 1,430 shares of common stock to the C. Donald Dorsey Trust;
 
  . an aggregate of 26,334 shares of common stock to Mr. Fox, for himself and
    for a voting trust in his name;
 
  . 19,481 shares and 438 shares of common stock to Oak Investment Partners
    V, L.P. and Oak V Affiliates Fund, L.P., respectively;
 
  . 129,729 shares, 21,045 shares and 8,168 shares of common stock to
    Fourcar, B.V., Lacomble Retailing, SA and Fondation Consuelo,
    respectively;
 
  . 11,300 shares of common stock to Frontenac VI Limited Partnership;
 
  . 162,474 shares and 807 shares of common stock to Nassau Capital Partners
    II L.P. and NAS Partners I L.L.C., respectively;
 
  . 158,940 shares of common stock to Vulcan Ventures, Inc.; and
 
  . an aggregate of 898 shares of common stock to employees of DLJ.
 
   In July and August 1998, Mr. Schlessinger sold an aggregate of 410,000
shares of common stock to certain of our shareholders for an aggregate purchase
price of $2,460,000, or $6.00 per share, including:
 
  . an aggregate of 40,261 shares of common stock to Mr. Fox, for himself and
    for a voting trust in his name;
 
  . 28,149 shares and 633 shares of common stock to Oak Investment Partners
    V, L.P. and Oak V Affiliates Fund, L.P., respectively; and
 
  . 1,081 shares of common stock to Henry Nasella, one of our directors.
 
  . 36,783 shares and 229 shares of common stock to Nassau Capital Partners
    II L.P. and NAS Partners I L.L.C., respectively;
 
  . 65,247 shares of common stock to Vulcan Ventures, Inc.;
 
  . 105,549 shares of common stock to DLJ and 1,071 shares of common stock to
    an employee of DLJ;
 
   In December 1998, DLJ transferred the 105,549 shares of common stock it
purchased from Mr. Schlessinger to Global Retail Partners, L.P., an investment
partnership of which Mr. Sisteron, one of our directors, is a principal, and to
its affiliates.
 
                                       41
PRINCIPAL AND SELLING SHAREHOLDERS
 
   The following table sets forth information regarding the beneficial
ownership of our common stock by:
 
  . our chief executive officer, other executive officers and directors;
 
  . each selling shareholder;
 
  . all directors and executive officers as a group; and
 
  . each person known to us to own beneficially more than 5% of our
    outstanding shares.
 
   A person has beneficial ownership of shares if he has the power to vote or
dispose of the shares. This power can be exclusive or shared, direct or
indirect. In addition, a person is considered by SEC rules to beneficially own
shares underlying options that are presently exercisable or will become
exercisable within 60 days of the date of this prospectus.
 
   As of March 15, 1999, there were 16,633,894 shares of our common stock
outstanding, after giving effect to the conversion of all shares of preferred
stock into common stock. To calculate a shareholder's percentage of beneficial
ownership, we must include in the numerator and denominator those shares
underlying options that the shareholder is considered to beneficially own.
Shares underlying options held by other shareholders, however, are disregarded
in this calculation. Therefore, the denominator used in calculating beneficial
ownership among our shareholders may differ.
Shares                        Shares
                                    Beneficially     Number of    Beneficially
                                   Owned Prior to    Shares of    Owned After
                                      Offering      Common Stock    Offering
                                  -----------------  to be Sold  --------------
    Name of Beneficial Owner       Number   Percent in Offering  Number Percent
    ------------------------       ------   ------- ------------ ------ -------
Executive Officers and Directors
Keith C. Spurgeon (a)...........    237,500   1.4%
Thomas G. Vellios (b)...........    175,000   1.0
Robert A. Helpert (c)...........    113,750     *
Phillip Cohen (d)...............     72,088     *
C. Donald Dorsey (e)............     53,512     *
Robert A. Fox (f)...............  1,844,912  11.1
Gerald R. Gallagher (g).........  1,400,047   8.4
Henry Nasella (h)...............     88,417     *
Yves B. Sisteron (i)............  3,224,836  19.4
David V. Wachs (j)..............    251,558   1.5
All executive officers and
 directors as a group
 (10 persons) (k)...............  7,461,600  42.9
Five Percent Holders
Frontenac VI Limited Partnership
 (l)............................    843,831   5.1
Fourcar, B.V. (m)...............  2,442,154  14.7
Nassau Capital Partners II L.P.
 (n)............................  1,220,788   7.3
David Schlessinger (o)..........  2,054,550  12.4
Vulcan Ventures (p).............  2,141,757  12.9
Selling Shareholders
--------
  * Percentage of shares of common stock beneficially owned does not exceed one
    percent.
 (a) Represents 237,500 shares of common stock underlying presently exercisable
     options.
 
                                       42
(b) Represents 175,000 shares of common stock underlying presently exercisable
    options.
(c) Represents 113,750 shares of common stock underlying presently exercisable
    options.
(d) Includes (i) 34,000 shares of common stock underlying presently exercisable
    options and (ii) 38,088 shares of common stock held by Mr. Cohen's
    children.
(e) Represents (i) 34,000 shares of common stock underlying presently
    exercisable options and (ii) 19,512 shares of common stock held by the C.
    Donald Dorsey and Lydia Dorsey Family Trust Dated August 5, 1993.
(f) Includes (i) 4,000 shares of common stock underlying presently exercisable
    options and (ii) 594,416 shares held by Robert A. Fox, as Voting Trustee
    pursuant to a Voting Trust Agreement Dated January 20, 1993. Mr. Fox's
    address is One Pitcairn Place, Suite 2100, 165 Township Line Road,
    Jenkintown, PA 19046.
(g) Includes (i) 1,287,099 shares owned by Oak Investment Partners V, Limited
    Partnership, (ii) 82,152 shares of common stock underlying presently
    exercisable options held by Oak Investment Partners V, Limited Partnership,
    (iii) 28,948 shares owned by Oak V Affiliates Fund, Limited Partnership and
    (iv) 1,848 shares of common stock underlying presently exercisable options
    held by Oak V Affiliates Fund, Limited Partnership. The address for Oak
    Investment Partners V, Limited Partnership is 4550 Norwest Center,
    Minneapolis, MN 55401. Mr. Gallagher is a partner of Oak Investment
    Partners with certain voting and investment power over such shares.
    Although Mr. Gallagher may be deemed to be a beneficial owner of such
    shares, he disclaims all such beneficial ownership, except to the extent of
    any pecuniary interest therein which he may have.
(h) Represents (i) 39,000 shares of common stock underlying presently
    exercisable options and (ii) 49,417 shares of common stock held jointly
    with his wife.
(i) Includes (i) 4,000 shares of common stock underlying presently exercisable
    options, (ii) 2,023,085, 414,119, 130,774, 130,769, 154,390, 104,708,
    51,784 and 104,708 shares of common stock held by Fourcar, B.V., Lacomble
    Retailing, SA, Fidas Business S.A., SG Cowen, Fondation Consuelo, Fundacion
    Juan March, Fundation Appomatox and Daniel Bernard, respectively
    (collectively, the "Sisteron Affiliates") and (iii) 67,672, 4,399, 4,659,
    20,165, 7,489 and 1,165 shares of common stock held by Global Retail
    Partners, L.P., GRP Partners, L.P., Global Retail Partners Funding, Inc.,
    DLJ Diversified Partners, L.P., DLJ Diversified Partners-A, L.P. and DLJ
    ESC II, L.P., respectively (collectively, the "GRP Affiliates"). Mr.
    Sisteron is a manager of U.S. investments of Carrefour S.A. and has certain
    voting rights with respect to the shares owned by each of the Sisteron
    Affiliates. Although Mr. Sisteron may be deemed to be a beneficial owner of
    the shares owned by the Sisteron Affiliates, he disclaims all such
    beneficial ownership, except to the extent of any pecuniary interest
    therein which he may have. Mr. Sisteron is also a principal of Global
    Retail Partners, L.P. Global Retail Partners, L.P. and the other GRP
    Affiliates are affiliated with DLJ. Although Mr. Sisteron may be deemed a
    beneficial owner of the shares owned by the GRP Affiliates, he disclaims
    all such beneficial ownership, except to the extent of any pecuniary
    interest therein which he may have.
(j) Includes (i) 34,000 shares of common stock underlying presently exercisable
    options and (ii) 142,558 shares of common stock held by Wachs Partners. Mr.
    Wachs is the general partner of Wachs Partners.
(k) Includes 759,250 shares of common stock underlying presently exercisable
    options.
(l) Frontenac's address is 135 S. LaSalle Street, Suite 3800, Chicago, Illinois
    60603.
(m) Includes (i) 414,119 shares of common stock held by Lacomble Retailing and
    (ii) 4,000 shares of common stock underlying presently exercisable options
    and 950 shares of common stock held by Yves Sisteron. The address for
    Fourcar B.V. is Gebouw Autumn, Overschiestraate No. 184P, 1062XK Amsterdam
    Netherlands.
(n) Includes 6,076 shares of common stock held by NAS Partners I L.L.C. The
    address of Nassau Capital Partners II L.P. is 22 Chamber Street, Princeton,
    NJ 08542.
(o) Mr. Schlessinger resigned as one of our directors in August 1998. His
    address is 125 Lincoln Avenue, Suite 400, Santa Fe, NM 87501.
(p) Vulcan Ventures' address is 110--110th Avenue, N.E., Suite 550, Bellevue,
    WA 98004.
 
                                       43
DESCRIPTION OF CAPITAL STOCK
 
   Our authorized capital stock consists of      shares of common stock, par
value $.01 per share, and      shares of preferred stock, par value $.01 per
share.
 
Common Stock
 
   As of March 15, 1999, our outstanding common stock consisted of 16,633,894
shares of common stock, after giving effect to the conversion of all shares of
preferred stock into common stock upon the closing of this offering, held by
        shareholders of record. Holders of common stock are entitled to one
vote for each share held of record on all matters on which shareholders may
vote, and do not have cumulative voting rights in the election of directors.
Holders of common stock are entitled to receive, as, when and if declared by
the board of directors from time to time, such dividends and other
distributions in cash, stock or property from our assets or funds legally
available for such purposes subject to any dividend preferences that may be
attributable to our outstanding preferred stock.
 
   No preemptive, conversion, redemption or sinking fund provisions apply to
the common stock. All outstanding shares of common stock are fully paid and
non-assessable. In the event of our liquidation, dissolution or winding up,
holders of common stock are entitled to share ratably in the assets available
for distribution.
 
Preferred Stock
 
   Upon the closing of this offering, we will have no outstanding shares of
preferred stock. Our board of directors, without further action by the
shareholders, is authorized to issue an aggregate of      shares of preferred
stock. We have no plans to issue a new series of preferred stock. Our board of
directors may issue preferred stock with dividend rates, redemption prices,
preferences on liquidation or dissolution, conversion rights, voting rights and
any other preferences, which rights and preferences could adversely affect the
voting power of the holders of common stock. Issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions or
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire, or could discourage or delay a third party from
acquiring control.
 
Common Stock Warrants
 
   We have issued warrants which entitle the holders to purchase an aggregate
of 103,623 shares of common stock at exercise prices ranging from $4.00 to
$6.00 per share. These warrants expire between June 1999 and January 2003. Some
of these warrants will be exercised in connection with this offering.
 
   The exercise price and number of shares of common stock issuable upon the
exercise of each of the warrants may be adjusted upon the occurrence of certain
events, including stock splits, stock dividends, reorganization,
recapitalization, merger, or sale of all or substantially all of our assets. In
addition, some of the warrants and shares of stock issuable upon exercise of
those warrants have registration rights as described under "Registration
Rights" below.
 
Indemnification of Directors and Officers
 
   Section 1741 of the Pennsylvania Business Corporation Law, as amended (the
"BCL"), provides us with the power to indemnify any officer or director acting
in his or her capacity as a representative
 
                                       44
of Zany Brainy who was, is or is threatened to be made a party to any action or
proceeding for expenses, judgments, penalties, fines and amounts paid in
settlement in connection with such action or proceeding. The indemnity
provisions apply whether the action was instituted by a third party or arose by
or in our right. Generally, the only limitation on our ability to indemnify our
officers and directors is if the act violates a criminal statute or if the act
or failure to act is finally determined by a court to have constituted willful
misconduct or recklessness.
 
   Our bylaws provide a right to indemnification to the full extent permitted
by law for expenses, attorney's fees, damages, punitive damages, judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred by any director or officer whether or not the indemnified liability
arises or arose from any threatened, pending or completed proceeding by or in
our right by reason of the fact that such director or officer is or was serving
as our director, officer or employee or, at our request, as a director,
officer, partner, fiduciary or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, unless the act
or failure to act giving rise to the claim for indemnification is finally
determined by a court to have constituted willful misconduct or recklessness.
Our bylaws provide for the advancement of expenses to an indemnified party upon
receipt of an undertaking by the party to repay those amounts if it is finally
determined that the indemnified party is not entitled to indemnification.
 
   Our bylaws authorize us to take steps to ensure that all persons entitled to
the indemnification are properly indemnified, including, if the board so
determines, purchasing and maintaining insurance.
 
Limitation of Liability
 
   Our bylaws provide that none of our directors shall be personally liable to
us or our shareholders for monetary damages for any action taken or failure to
take any action, unless:
 
  . such director has breached or failed to perform such person's duties
    under the Pennsylvania corporate laws; and
 
  . the breach or failure to perform constitutes self-dealing, willful
    misconduct or recklessness.
 
   We maintain directors and officers' liability insurance to provide directors
and officers with insurance coverage for losses arising from claims based on
breaches of duty, negligence, error and other wrongful acts. At present, there
is no pending litigation or proceeding, and we are not aware of any threatened
litigation or proceeding, involving any director, officer, employee or agent
where indemnification will be required or permitted under our bylaws.
 
Pennsylvania Takeover Laws
 
   The BCL contains provisions applicable to publicly held Pennsylvania
corporations that may be deemed to have an anti-takeover effect. We have
specifically opted out of all but Section 1715 of the BCL, which remains
applicable to us.
 
   Under Section 1715 of the BCL, our directors are not required to regard the
interests of the shareholders as being dominant or controlling in considering
the best interests of Zany Brainy. The directors may consider, to the extent
they deem appropriate, such factors as:
 
  . the effects of any action upon any group affected by such action
    (including our shareholders, employees, suppliers, customers and
    creditors and upon communities in which we have stores, offices or other
    establishments);
 
                                       45
. the short term and long term interests of Zany Brainy (including benefits
    that may accrue to us from our long term plans and the possibility that
    these interests may be best served by our continued independence);
 
  . the resources, intent and conduct of any person seeking to acquire
    control of Zany Brainy; and
 
  . all other pertinent factors.
 
Section 1715 of the BCL further provides that any act of our board of
directors, a committee of the board or an individual director relating to or
affecting an acquisition or potential or proposed acquisition of control to
which a majority of our disinterested directors have assented will be presumed
to satisfy the standard of care set forth in the BCL, unless it is proven by
clear and convincing evidence that our disinterested directors did not consent
to such act in good faith after reasonable investigation. As a result of this
and the other provisions of Section 1715 of the BCL, our directors are provided
with broad discretion with respect to actions that may be taken in response to
acquisitions or proposed acquisitions of corporate control.
 
   Section 1715 of the BCL may discourage open market purchases of our common
stock or a non-negotiated tender or exchange offer for our common stock and,
accordingly, may be considered disadvantageous by a shareholder who would
desire to participate in any such transaction. In addition, Section 1715 of the
BCL may have a depressive effect on the price of our common stock.
 
   In addition, the ability of the board of directors to establish the rights
of, and to issue, substantial amounts of preferred stock without the need for
shareholder approval may discourage, delay or prevent a change in control. Such
preferred stock, among other things, may be used to create voting impediments
with respect to any changes in control or to dilute the stock ownership of
holders of common stock seeking to obtain control.
 
Registration Rights
 
   After the consummation of this offering, the holders of        shares of
common stock will be entitled to certain registration rights with respect to
the registrable securities. These rights are provided under the terms of the
registrable securities and agreements between us and the holders of such
securities. Such agreements and registrable securities provide, in certain
instances, demand registration rights. In addition, pursuant to these
agreements, the holders of such securities are entitled, subject to certain
limitations, to require us to include their registrable securities in
registration statements we file under the Securities Act of 1933. In accordance
with the terms of such piggyback registration rights, included in this offering
are certain securities requested to be included by the holders of piggyback
registration rights. Registration of shares of common stock pursuant to the
exercise of demand registration rights or piggyback registration rights under
the Securities Act of 1933 would result in such shares becoming freely tradable
without restriction under the Securities Act of 1933 immediately upon the
effectiveness of such registration.
 
Transfer Agent
 
   The transfer agent for our common stock is         .
 
                                       46
SHARES ELIGIBLE FOR FUTURE SALE
 
   Sales of substantial amounts of common stock in the public market following
the offering could adversely affect the market price of the common stock and
adversely affect our ability to raise capital at a time and on terms favorable
to us.
 
   Of the         shares to be outstanding after the offering, the
shares of common stock offered hereby and an additional         shares of
common stock will be freely tradeable without restriction in the public market
unless such shares are held by "affiliates," as that term is defined in Rule
144(a) under the Securities Act. For purposes of Rule 144, an "affiliate" of an
issuer is a person that, directly or indirectly through one or more
intermediaries, controls, or is controlled by or is under common control with,
such issuer. The remaining          shares of common stock to be outstanding
after the offering are "restricted securities" under the Securities Act and may
be sold in the public market upon the expiration of certain holding periods
under Rule 144, subject to the volume, manner of sale and other limitations of
Rule 144.
 
   In addition, as of March 15, 1999, there were outstanding warrants to
purchase 103,623 shares of common stock and options to purchase 2,849,806
shares of common stock. An additional 942,826 shares were reserved for issuance
under our option plans. We intend to register the shares of common stock
issued, issuable or reserved for issuance under our option plans as soon as
practicable following the date of this prospectus.
 
   Certain holders of           shares of common stock and holders of warrants
to purchase         shares of common stock are entitled to certain registration
rights with respect to such shares for resale under the Securities Act. If such
holders, by exercising their registration rights, cause a large number of
shares to be registered and sold in the public market, such sales could have an
adverse effect on the market price for the common stock.
 
Lock-Up Arrangements
 
   Along with our officers and directors, and certain other shareholders, we
have agreed not to sell or otherwise dispose of any shares of common stock for
a period of 180 days after the date of this prospectus without the prior
written consent of DLJ. See "Underwriting."
 
                                       47
UNDERWRITING
 
   Subject to the terms and conditions contained in an underwriting agreement,
dated                    , 1999, the underwriters named below, who are
represented by Donaldson, Lufkin & Jenrette Securities Corporation, BT Alex.
Brown Incorporated, William Blair & Company, L.L.C. and U.S. Bancorp Piper
Jaffray Inc. have severally agreed to purchase from the selling shareholders
and from us the respective number of shares of common stock set forth opposite
their names below.
Number
                                                                            of
                                 Underwriters                             Shares
                                 ------------                             ------
Donaldson, Lufkin & Jenrette Securities Corporation................
      BT Alex. Brown Incorporated........................................
      William Blair & Company, L.L.C.....................................
      U.S. Bancorp Piper Jaffray Inc.....................................
                                                                          -----
        Total............................................................
                                                                          =====
The underwriting agreement provides that the obligations of the several
underwriters to purchase and accept delivery of the shares of common stock
included in this offering are subject to approval of legal matters by their
counsel and to customary conditions, including the effectiveness of the
registration statement, the continuing correctness of our representations and
those of the selling shareholders, the receipt of a "comfort letter" from our
accountants, the listing of the common stock for quotation on the Nasdaq
National Market and no occurrence of an event that would have a material
adverse effect on Zany Brainy. The underwriters are obligated to purchase and
accept delivery of all the shares of common stock, other than those covered by
the over-allotment option described below, if they purchase any of the shares
of common stock.
 
   The underwriters propose to initially offer some of the shares of common
stock directly to the public at the initial public offering price set forth on
the cover page of this prospectus and some of the shares of common stock to
dealers (including the underwriters) at the initial public offering price less
a concession not in excess of $         per share. The underwriters may allow,
and such dealers may re-allow, a concession not in excess of $          per
share on sales to other dealers. After the initial offering of the common stock
to the public, the representatives of the underwriters may change the public
offering price and such concessions. The underwriters do not intend to confirm
sales to any accounts over which they exercise discretionary authority.
 
   DLJdirect Inc., an affiliate of DLJ and a member of the selling group, is
facilitating the distribution of the shares sold in this offering over the
internet. The underwriters have agreed to allocate a limited number of shares
to DLJdirect Inc. for sale to its brokerage account holders.
 
   The following table shows the underwriting fees to be paid to the
underwriters by the selling shareholders and by us in connection with this
offering. These amounts are shown assuming both no exercise and full exercise
of the underwriters' option to purchase additional shares of common stock.
 
                                       48
No      Full
                                                               Exercise Exercise
                                                               -------- --------
Zany Brainy:
        Per share.............................................   $        $
        Total.................................................   $        $
      Selling shareholders:
        Per share.............................................   $        $
        Total.................................................   $        $
The selling shareholders and Zany Brainy have granted to the underwriters an
option, exercisable for 30 days after the date of the underwriting agreement,
to purchase up to         additional shares of common stock at the initial
public offering price less the underwriting fees. The underwriters may exercise
such option solely to cover overallotments, if any, made in connection with
this offering. To the extent that the underwriters exercise such option, each
underwriter will become obligated, subject to conditions, to purchase a number
of additional shares approximately proportionate to such underwriter's initial
purchase commitment. We estimate our expenses relating to this offering will be
$      .
 
   The selling shareholders, the underwriters and Zany Brainy have agreed to
indemnify each other against liabilities, including liabilities under the
Securities Act of 1933.
 
   Each of Zany Brainy, our executive officers and directors and some of our
shareholders (including the selling shareholders) has agreed that, for a period
of 180 days from the date of this prospectus and subject to certain exceptions,
they will not, without the prior written consent of DLJ do either of the
following:
 
  . offer, pledge, sell, contract to sell, sell any option or contract to
    purchase, purchase any option or contract to sell, grant any option,
    right or warrant to purchase or otherwise transfer or dispose of,
    directly or indirectly any shares of common stock or any securities
    convertible into or exercisable or exchangeable for common stock; or
 
  . enter into any swap or other arrangement that transfers all or a portion
    of the economic consequences associated with the ownership of any common
    stock.
 
   Either of the foregoing transfer restrictions will apply regardless of
whether a covered transaction is to be settled by the delivery of common stock
or such other securities, in cash or otherwise. In addition, during such period
and subject to certain exceptions, we have agreed not to file any registration
statement with respect to, and each of our executive officers and directors and
the selling shareholders, has agreed not to make any demand for, or exercise
any right with respect to, the registration of any shares of common stock or
any securities convertible into or exercisable for common stock without the
prior written consent of DLJ.
 
   At our request, the underwriters have reserved up to five percent of the
shares offered by this prospectus for sale at the initial public offering price
to our employees, officers and directors and other individuals associated with
us and members of their families. Individuals who purchase these reserved
shares must hold such shares for a minimum of three months after this offering.
The number of shares of common stock available for sale to the general public
will be reduced to the extent these individuals purchase or confirm for
purchase, orally or in writing, such reserved shares. Any reserved shares not
purchased or confirmed for purchase will be offered by the underwriters to the
general public on the same basis as the other shares offered by this
prospectus.
 
   We intend to apply to list our common stock for quotation on the Nasdaq
National Market under the symbol "ZANY."
 
                                       49
Other than in the United States, no action has been taken by the selling
shareholders, the underwriters or us that would permit a public offering of the
shares of common stock included in this offering in any jurisdiction where
action for that purpose is required. The shares of common stock included in
this offering may not be offered or sold, directly or indirectly, nor may this
prospectus or any other offering material or advertisement in connection with
the offer and sale of any shares of common stock be distributed or published in
any jurisdiction, except under circumstances that will result in compliance
with the applicable rules and regulations of such jurisdiction. Persons who
receive this prospectus are advised to inform themselves about and to observe
any restrictions relating to this offering of the common stock and the
distribution of this prospectus. This prospectus is not an offer to sell or a
solicitation of an offer to buy any shares of common stock included in this
offering in any jurisdiction in which that would not be permitted or legal.
 
   DLJ and certain of its affiliates, including Global Retail Partners, L.P.,
are shareholders of Zany Brainy. In June 1994, DLJ acquired a five-year warrant
to purchase 56,073 shares of common stock at an exercise price of $6.00 per
common share in connection with a transaction in which it acted as placement
agent and performed other services for Zany Brainy. DLJ intends to exercise
this warrant on a cashless basis in connection with this offering by exchanging
the warrant for shares of common stock. DLJ and its employees and affiliates
own an aggregate of less than three percent of the issued and outstanding
common stock.
 
   Yves Sisteron, who is a principal of Global Retail Partners, L.P., and a
director of Zany Brainy, has been elected to the board of directors pursuant to
the provisions of a shareholders agreement which entitles Fourcar, B.V. to
elect two of the directors of Zany Brainy. Such shareholders agreement
will terminate upon consummation of this offering. See "Certain Transactions."
 
   DLJ or its affiliates have provided and may in the future provide investment
banking or other financial services to us and our affiliates in the ordinary
course of business, for which they have received and are expected to receive
customary fees and expenses.
 
Stabilization
 
   In connection with this offering, any of the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
common stock. Specifically, the underwriters may overallot this offering,
creating a syndicate short position. The underwriters may bid for and purchase
shares of common stock in the open market to cover such syndicate short
position or to stabilize the price of the common stock. In addition, the
underwriting syndicate may reclaim selling concessions from syndicate members
and selected dealers if DLJ repurchases previously distributed common stock in
syndicate covering transactions, in stabilization transactions or otherwise or
if DLJ receives a report that indicates that the clients of such syndicate
members have "flipped" the common stock. These activities may stabilize or
maintain the market price of the common stock above independent market levels.
The underwriters are not required to engage in these activities, and may end
any of these activities at any time.
 
Pricing of this Offering
 
   Prior to this offering, there has been no established market for the common
stock. The initial public offering price for the shares of common stock offered
by this prospectus will be determined by negotiation among the selling
shareholders, the representatives of the underwriters and Zany Brainy. The
factors to be considered in determining the initial public offering price
include:
 
                                       50
. the history of, and the prospects for, the industry in which we compete;
 
  . our past and present operations;
 
  . our historical results of operations;
 
  . our prospects for future earnings;
 
  . the recent market prices of securities of generally comparable companies;
    and
 
  . the general conditions of the securities market at the time of this
    offering.
 
                                    EXPERTS
 
   Our consolidated financial statements as of January 31, 1998 and January 30,
1999 and for the three fiscal years in the period ended January 30, 1999,
included in this prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report.
 
                                 LEGAL MATTERS
 
   The validity of the common stock offered hereby will be passed upon for us
by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain legal
matters in connection with this offering will be passed upon for the
underwriters by Latham & Watkins, Los Angeles, California.
 
                             ADDITIONAL INFORMATION
 
   We have filed with the SEC a registration statement on Form S-1 under the
Securities Act of 1933 with respect to the common stock offered in this
prospectus. This prospectus omits certain information set forth in the
registration statement and the exhibits and schedules thereto. For further
information with respect to Zany Brainy and the common stock offered in this
prospectus, reference is made to such registration statement, exhibits and
schedules. Statements contained in this prospectus as to the contents of any
contract or other document referred to are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the registration statement, each such statement being
qualified in all respects by such reference.
 
   The registration statement, including the exhibits and schedules filed
therewith, may be inspected free of charge at the public reference facilities
maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at its regional offices located at 7 World Trade
Center, New York, New York 10048 and Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the SEC, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates and
from the SEC's internet site at http://www.sec.gov. We intend to list our
common stock on The Nasdaq National Market. Reports, proxy statements and other
information concerning Zany Brainy can be inspected at the National Association
of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
 
                                       51
ZANY BRAINY, INC. AND SUBSIDIARIES
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
                                                                            ----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS .................................. F-2
CONSOLIDATED BALANCE SHEETS ............................................... F-3
CONSOLIDATED STATEMENTS OF OPERATIONS ..................................... F-4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ........................... F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS ..................................... F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ................................ F-7
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Zany Brainy, Inc.:
 
   We have audited the accompanying consolidated balance sheets of Zany Brainy,
Inc. (formerly Children's Concept, Inc.) (a Pennsylvania corporation) and
subsidiaries as of January 31, 1998 and January 30, 1999 and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended January 30, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
   In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Zany
Brainy, Inc. and subsidiaries as of January 31, 1998 and January 30, 1999, and
the results of their operations and their cash flows for each of the three
years in the period ended January 30, 1999 in conformity with generally
accepted accounting principles.
 
Philadelphia, Pa.,
 March 5, 1999
 
                                      F-2
ZANY BRAINY, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 
                    (dollars in thousands except share data)
January 31, January 30,
                        ASSETS                              1998        1999
                        ------                           ----------- -----------
CURRENT ASSETS:
  Cash and cash equivalents............................   $  5,030    $  1,695
  Receivables, net.....................................      1,631       3,390
  Inventories, net.....................................     29,822      43,252
  Deferred tax asset...................................         --       4,313
  Prepaid expenses.....................................        672         940
                                                          --------    --------
    Total current assets...............................     37,155      53,590
PROPERTY AND EQUIPMENT, net............................     21,996      25,905
DEFERRED TAX ASSET.....................................         --       2,024
OTHER ASSETS, net......................................        401         622
                                                          --------    --------
                                                          $ 59,552    $ 82,141
                                                          ========    ========
         LIABILITIES AND SHAREHOLDERS' EQUITY
         ------------------------------------
CURRENT LIABILITIES:
  Current portion of capitalized lease obligations.....   $  1,199    $  1,682
  Accounts payable.....................................      8,596      16,161
  Income taxes payable.................................         --         150
  Accrued liabilities..................................      7,275      10,055
                                                          --------    --------
    Total current liabilities..........................     17,070      28,048
                                                          --------    --------
DEFERRED RENT..........................................      1,856       2,942
                                                          --------    --------
CAPITALIZED LEASE OBLIGATIONS, net of current portion..      1,407       2,860
                                                          --------    --------
COMMITMENTS AND CONTINGENCIES (Note 10)
SHAREHOLDERS' EQUITY
  Convertible Preferred stock, $.01 par value,
   4,000,000 shares authorized, 2,402,955 shares issued
   and outstanding, liquidation value of $56,546 at
   January 30, 1999....................................         24          24
  Common stock, $.01 par value, 25,000,000 shares
   authorized, 5,361,523 and 5,383,571 shares issued
   and outstanding.....................................         54          54
  Additional paid-in capital...........................     60,753      60,826
  Accumulated deficit..................................    (21,612)    (12,613)
                                                          --------    --------
    Total shareholders' equity.........................     39,219      48,291
                                                          --------    --------
                                                          $ 59,552    $ 82,141
                                                          ========    ========
The accompanying notes are an integral part of these statements.
 
                                      F-3
ZANY BRAINY, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
                      (in thousands except per share data)
For the Fiscal Year Ended
                                           -----------------------------------
                                           February 1, January 31, January 30,
                                              1997        1998        1999
                                           ----------- ----------- -----------
NET SALES.................................   $92,563    $123,345    $168,471
COST OF GOODS SOLD, including occupancy
 costs....................................    69,205      89,452     118,153
                                             -------    --------    --------
   Gross profit...........................    23,358      33,893      50,318
SELLING, GENERAL AND ADMINISTRATIVE
 EXPENSES                                     28,732      33,581      46,376
                                             -------    --------    --------
   Operating income (loss)................    (5,374)        312       3,942
INTEREST INCOME...........................       153         253          81
INTEREST EXPENSE..........................      (802)       (718)     (1,211)
                                             -------    --------    --------
   Income (loss) before income tax
    benefit...............................    (6,023)       (153)      2,812
INCOME TAX BENEFIT........................        --          --      (6,187)
                                             -------    --------    --------
NET INCOME (LOSS).........................   $(6,023)   $   (153)   $  8,999
                                             =======    ========    ========
NET INCOME (LOSS) PER COMMON SHARE:
  Basic...................................   $ (1.19)   $  (0.03)   $   1.67
  Diluted.................................   $ (1.19)   $  (0.03)   $   0.51
WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic...................................     5,068       5,085       5,373
  Diluted.................................     5,068       5,085      17,776
The accompanying notes are an integral part of these statements.
 
                                      F-4
ZANY BRAINY, INC. AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
 
                            (dollars in thousands)
Convertible Preferred Stock
                         ---------------------------        Additional
                         Series Series Series Series Common  Paid-In   Accumulated
                           A      B      BB     C    Stock   Capital     Deficit    Total
                         ------ ------ ------ ------ ------ ---------- ----------- -------
BALANCE, FEBRUARY 3,
 1996...................  $ 8    $ 8    $--    $--    $51    $43,741    $(15,436)  $28,372
 Exercise of stock
  options...............   --     --     --     --     --         18          --        18
 Sale of 749,984 shares
  of Series C and
  conversion of 748,334
  shares of Series B to
  Series BB, net of
  expenses of $715......   --     (7)     7      8     --     16,152          --    16,160
 Issuance of warrants to
  a consultant..........   --     --     --     --     --         20          --        20
 Net loss...............   --     --     --     --     --         --      (6,023)   (6,023)
                          ---    ---    ---    ---    ---    -------    --------   -------
BALANCE, FEBRUARY 1,
 1997...................    8      1      7      8     51     59,931     (21,459)   38,547
 Issuance of warrants to
  a consultant..........   --     --     --     --     --         40          --        40
 Exercise of stock
  options...............   --     --     --     --     --         35          --        35
 Exercise of warrants...   --     --     --     --      3        747          --       750
 Net loss...............   --     --     --     --     --         --        (153)     (153)
                          ---    ---    ---    ---    ---    -------    --------   -------
BALANCE, JANUARY 31,
 1998...................    8      1      7      8     54     60,753     (21,612)   39,219
 Exercise of stock
  options...............   --     --     --     --     --         73          --        73
 Net income.............   --     --     --     --     --         --       8,999     8,999
                          ---    ---    ---    ---    ---    -------    --------   -------
BALANCE, JANUARY 30,
 1999...................  $ 8    $ 1    $ 7    $ 8    $54    $60,826    $(12,613)  $48,291
                          ===    ===    ===    ===    ===    =======    ========   =======
The accompanying notes are an integral part of these statements.
 
                                      F-5
ZANY BRAINY, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                 (in thousands)
For the Fiscal Year Ended
                                             -----------------------------------
                                             February 1, January 31, January 30,
                                                1997        1998        1999
                                             ----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)..........................   $(6,023)    $  (153)   $  8,999
 Adjustments to reconcile net income (loss)
  to net cash provided by (used in)
  operating activities--
  Depreciation and amortization.............     3,713       5,017       6,859
  Provision for deferred rent...............       294         700       1,086
  Issuance of warrants to consultants.......        20          40          --
  Deferred income tax benefit...............        --          --      (6,337)
  Changes in assets and liabilities--
   (Increase) decrease in--
    Receivables.............................      (625)       (457)     (1,759)
    Inventories.............................    (3,740)     (5,544)    (13,430)
    Prepaid expenses........................       107         840        (268)
    Other assets............................        (6)         33        (270)
   Increase in--
    Accounts payable........................       473       1,680       7,565
    Accrued liabilities.....................     3,132       1,388       2,780
    Income tax payable......................        --          --         150
                                               -------     -------    --------
     Net cash provided by (used in)
      operating activities..................    (2,655)      3,544       5,375
                                               -------     -------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment, net...    (6,276)     (6,420)     (7,309)
                                               -------     -------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayments on line of credit, net..........        --          --          --
 Net proceeds from sale of convertible
  preferred stock...........................    16,160          --          --
 Payments on capitalized lease obligations..    (1,002)     (1,309)     (1,379)
 Debt issuance costs........................        --        (258)        (95)
 Proceeds from exercise of stock options....        18          35          73
 Proceeds from exercise of warrants.........        --         750          --
                                               -------     -------    --------
     Net cash provided by (used in)
      financing activities..................    15,176        (782)     (1,401)
                                               -------     -------    --------
NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS................................     6,245      (3,658)     (3,335)
CASH CASH EQUIVALENTS, BEGINNING OF YEAR....     2,443       8,688       5,030
                                               -------     -------    --------
CASH AND CASH EQUIVALENTS, END OF YEAR......   $ 8,688     $ 5,030    $  1,695
                                               =======     =======    ========
The accompanying notes are an integral part of these statements.
 
                                      F-6
ZANY BRAINY, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                                JANUARY 30, 1999
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Background
 
   Zany Brainy, Inc. (formerly Children's Concept, Inc.) was incorporated in
Pennsylvania on August 19, 1991. As of January 30, 1999, Zany Brainy, Inc.
operated 75 stores in 19 states, under the name "Zany Brainy," offering toys,
games, books and multimedia products for children.
 
 Subsequent Event (unaudited)
 
   In March 1999, Children's Concept, Inc. changed its name to Zany Brainy,
Inc. All references have been updated to reflect this change.
 
 Principles of Consolidation
 
   The consolidated financial statements include the accounts of Zany Brainy,
Inc. and its wholly owned subsidiaries, Children's Products, Inc. and
Children's Development, Inc. (collectively, the "Company"). All significant
intercompany transactions and accounts have been eliminated in consolidation.
 
 Fiscal Year-End
 
   The Company operates under a 52-53-week fiscal year ending the Saturday
nearest January 31. The financial statements for the years ended February 1,
1997 (fiscal 1996), January 31, 1998 (fiscal 1997), and January 30, 1999
(fiscal 1998) each include 52 weeks.
 
 Fair Value of Financial Instruments
 
   The Company's financial instruments consist primarily of cash and cash
equivalents, accounts receivable, accounts payable, accrued liabilities and
debt instruments. The carrying values of these assets and liabilities are
considered to be representative of their respective fair values.
 
 Business and Credit Risk Concentration
 
   Financial instruments which potentially subject the Company to
concentrations of credit risk are cash and cash equivalents and accounts
receivable. The Company limits its credit risk associated with cash and cash
equivalents by placing its investments in highly liquid funds. Receivables
associated with third party credit cards are processed by financial
institutions which are monitored for financial stability. The Company is
dependent on key suppliers to provide sufficient quantities of inventory at
competitive prices. No single supplier represented 10% or more of purchases in
1998.
 
 Use of Estimates
 
   The presentation of these financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts
 
                                      F-7
ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
 
 Cash and Cash Equivalents
 
   The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. Included in cash and
cash equivalents are $3,489,000 and $672,000, of overnight investments in
repurchase agreements at January 31, 1998 and January 30, 1999, respectively.
At January 30, 1999, cash and cash equivalents include $196,000 of funds held
by a bank as collateral for outstanding standby letters of credit.
 
 Inventories
 
   Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out method based on moving average and includes
certain buying and distribution costs relating to the processing of
merchandise. Buying and distribution costs charged to cost of goods sold were
$5,142,000, $5,752,000 and $6,833,000 during fiscal 1996, 1997 and 1998,
respectively. Buying and distribution costs remaining in inventories at January
31, 1998 and January 30, 1999 were $1,423,000 and $2,093,000, respectively.
 
 Property and Equipment
 
   Property and equipment are stated at cost. Additions and improvements are
capitalized, while repairs and maintenance are charged to expense as incurred.
The straight-line method of depreciation is used for financial reporting
purposes. The estimated useful lives are three to ten years for furniture and
fixtures, computers and equipment and the shorter of ten years, or the lease
term, for leasehold improvements. Certain personnel costs and out-of-pocket
costs directly associated with the construction or remodeling of stores are
capitalized and amortized over the lease term.
 
 Long-Lived Assets
 
   The Company has adopted Statement of Financial Accounting Standards ("SFAS")
No. 121 "Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." SFAS No. 121 requires that long-lived assets and
certain identifiable intangibles to be held and used by the Company be reviewed
for possible impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If changes in
circumstances indicate that the carrying amount of an asset that an entity
expects to hold and use may not be recoverable, future cash flows expected to
result from the use of the asset and its disposition must be estimated. If the
undiscounted value of the future cash flows is less than the carrying amount of
the asset, impairment is recognized. A write-down of $450,000 of the carrying
value of assets used in the Company's distribution center was recorded in
fiscal 1998 due to the anticipated facility move in fiscal 1999. Management
believes that there has been no other impairment of the Company's long-lived
assets as of January 30, 1999.
 
                                      F-8
ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
 
 Store Pre-opening Costs
 
   Pre-opening costs incurred at new store locations are charged to expense as
incurred.
 
 Debt Issuance Costs
 
   Debt issuance costs of $258,000 and $51,000 were incurred in fiscal 1997 and
1998, respectively, in connection with the line of credit agreement. These
costs are included in other assets on the accompanying consolidated balance
sheets, net of accumulated amortization of $42,000 and $186,000 at January 31,
1998 and January 30, 1999, respectively.
 
 Deferred Rent
 
   Rent expense on leases is recorded on a straight-line basis over the lease
period. The excess of rent expense over the actual cash paid is recorded as
deferred rent.
 
 Revenue Recognition
 
   Revenue is recognized at the point of sale.
 
 Advertising Costs
 
   Advertising costs are charged to expense when the advertising is run.
Advertising expense, including grand opening advertising, was $2,082,000,
$2,301,000 and $5,036,000, net of certain vendor reimbursements, in fiscal
1996, 1997 and 1998, respectively.
 
 Supplemental Cash Flows Information
 
   For fiscal 1996, 1997 and 1998, the Company paid $802,000, $718,000 and
$1,211,000, respectively, for interest expense. For fiscal 1998, the Company
paid $57,000 for income taxes. Capitalized lease obligations of $1,911,000,
$45,000 and $3,315,000 were incurred on equipment leases entered into in fiscal
1996, 1997 and 1998, respectively.
 
 Recently Issued Accounting Pronouncements
 
   In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130, "Reporting Comprehensive Income." This statement establishes standards
for reporting and disclosure of comprehensive income. In June 1997, the FASB
issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information." This statement establishes standards for reporting of information
about operating segments and requires the reporting of selected information
about operating segments in interim financial statements. These statements were
adopted by the Company on February 1, 1998 and had no impact as the Company has
no other comprehensive income and operated as a single segment.
 
                                      F-9
ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
 
2. PROPOSED INITIAL PUBLIC OFFERING:
 
   The Company is in the process of preparing a registration statement for the
sale of common stock to the public in an initial public offering (the
"Offering"). Upon the closing of the Offering, the outstanding shares of
Preferred stock will be converted into Common stock.
 
3. NET INCOME (LOSS) PER SHARE:
 
   Net income (loss) per share is calculated utilizing the principles of SFAS
No. 128, "Earnings per Share" ("EPS"). Basic EPS excludes potentially dilutive
securities and is computed by dividing net income available to common
shareholders by the weighted-average number of common shares outstanding for
the period. Diluted EPS is computed assuming the conversion or exercise of all
dilutive securities such as preferred stock, options and warrants.
 
   Under SFAS No. 128, the Company's granting of certain stock options,
warrants and convertible preferred stock resulted in potential dilution of
basic EPS. The following table summarizes the differences between basic
weighted average shares outstanding and diluted weighted average shares
outstanding used to compute diluted EPS.
Fiscal Year Ended
                                            -----------------------------------
                                            February 1, January 31, January 30,
                                               1997        1998        1999
                                            ----------- ----------- -----------
Basic weighted average number of shares
 outstanding...............................  5,068,223   5,085,153   5,373,365
  Incremental shares from assumed exercise
   or conversion of:
    Stock options..........................         --          --   1,124,941
    Warrants...............................         --          --      27,496
    Preferred stock........................         --          --  11,250,273
                                             ---------   ---------  ----------
Diluted weighted average number of shares
 outstanding...............................  5,068,223   5,085,153  17,776,075
                                             =========   =========  ==========
The number of incremental shares from the assumed exercise of stock options
and warrants is calculated applying the treasury stock method. Stock options,
warrants and Preferred stock convertible into common shares were excluded from
the fiscal 1996 and 1997 calculation as they were anti-dilutive.
 
4. PROPERTY AND EQUIPMENT (in thousands):
January 31, January 30,
                                   1998        1999
                                ----------- -----------
Furniture and fixtures..   $ 13,796    $ 18,739
      Computers and
       equipment..............      9,625      12,596
      Leasehold improvements..     10,459      13,158
                                 --------    --------
                                   33,880      44,493
      Less--Accumulated
       depreciation and
       amortization...........    (11,884)    (18,588)
                                 --------    --------
                                 $ 21,996    $ 25,905
                                 ========    ========
F-10
ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
 
5. ACCRUED LIABILITIES (in thousands):
January 31, January 30,
                                                            1998        1999
                                                         ----------- -----------
Payroll and related expenses......................   $2,079      $ 3,163
      Other.............................................    5,196        6,892
                                                           ------      -------
                                                           $7,275      $10,055
                                                           ======      =======
6. LINE OF CREDIT AND MASTER LEASE AGREEMENT:
 
   In fiscal 1996, the Company had a demand line of credit with a bank. The
Company could borrow up to $9,000,000, limited to a percentage of inventories,
as defined. The line bore interest at prime and was secured by substantially
all of the assets of the Company. At February 1, 1997, there were no borrowings
outstanding on the line.
 
   In October 1997, the Company entered into a new line of credit agreement
with a bank. The Company can borrow up to $35 million (including up to $7.5
million in the form of letters of credit) limited to a percentage of
inventories, as defined, with an option to increase to $60 million under
certain conditions. Amounts may be borrowed on the line through October 8,
2000. The line bears interest at the lender's prime commercial lending rate or,
if the Company elects, at an annual rate of LIBOR plus 2.5% and is secured by
substantially all of the assets of the Company. At January 30, 1999, there were
no borrowings outstanding on the line and the total amount available under the
line was $22,077,000, less outstanding letters of credit.
 
   Under these lines, the highest amount outstanding was $8,039,000,
$12,207,000 and $22,872,000 in fiscal 1996, 1997 and 1998, respectively. The
average amount outstanding was $2,400,000, $1,527,000 and $6,388,000, and the
weighted average interest rate was 8.25%, 8.92% and 9.04% in fiscal 1996, 1997
and 1998, respectively. At January 31, 1998 and January 30, 1999, there were
$388,000 and $914,000, respectively, in outstanding letters of credit issued
against the line. The line requires the Company to comply with various
covenants, as defined, and restricts the payment of dividends.
 
   In fiscal 1998, the Company entered into a master lease agreement with a
bank which provides for $5,000,000 for leasing new and used equipment. The
agreement requires that the leases be capital in nature and is subject to
certain covenants, as defined. In fiscal 1998, the Company financed $3,315,000
of equipment under the agreement. This agreement expires in March 1999.
 
7. INCOME TAXES:
 
   The Company files a consolidated Federal income tax return. The Company has
adopted SFAS No. 109, "Accounting for Income Taxes." The effect of this
statement is to take principally a balance sheet approach to providing deferred
income taxes. Deferred tax balances are regularly adjusted through the income
statement to reflect the current year estimate of future tax payments.
 
                                      F-11
ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
 
   Income tax benefit consists of the following components (in thousands):
Fiscal Year Ended
                                           -----------------------------------
                                           February 1, January 31, January 30,
                                              1997        1998        1999
                                           ----------- ----------- -----------
Current:
        Federal...........................   $   --       $ --       $   136
        State.............................       --         --            14
                                             ------       ----       -------
                                                 --         --           150
                                             ------       ----       -------
      Deferred:
        Federal...........................    2,038         39           829
        State.............................      210          4            --
                                             ------       ----       -------
                                              2,248         43           829
                                             ------       ----       -------
      Increase (decrease) in valuation
       allowance..........................    2,248         43        (7,166)
                                             ------       ----       -------
        Income tax benefit................   $   --       $ --       $(6,187)
                                             ======       ====       =======
The deferred tax effect of temporary differences giving rise to the
Company's deferred tax assets and liabilities consists of the following
components (in thousands):
January 31, January 30,
                                                            1998        1999
                                                         ----------- -----------
Deferred tax assets:
        Deferred rent...................................   $   615     $  984
        Inventory reserves..............................       194        613
        Other...........................................       619        503
        Net operating loss carryforwards................     7,636      5,652
        AMT credit carryforwards........................        --        159
                                                           -------     ------
          Gross deferred tax asset......................     9,064      7,911
                                                           -------     ------
      Deferred tax liabilities:
        Depreciation....................................    (1,018)      (694)
        Other...........................................      (200)      (200)
                                                           -------     ------
          Gross deferred tax liabilities................    (1,218)      (894)
                                                           -------     ------
      Gross deferred tax asset, before valuation........     7,846      7,017
        Less--Valuation allowance.......................    (7,846)      (680)
                                                           -------     ------
          Net deferred tax asset........................   $    --     $6,337
                                                           =======     ======
Valuation allowances, primarily attributable to the Federal net operating
loss carryforward, were established in fiscal 1996 and 1997 in accordance with
the provisions of FASB Statement No. 109, "Accounting for Income Taxes". The
Company reversed $7,166,000 of the valuation allowance in fiscal 1998 based on
management's assessment that it is more likely than not that the net deferred
tax assets will be realized through future taxable earnings.
 
                                      F-12
ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                               JANUARY 30, 1999
 
   The reconciliation of the Federal statutory rate to the Company's effective
income tax rate is as follows:
Fiscal Year Ended
                                          -----------------------------------
                                          February 1, January 31, January 30,
                                             1997        1998        1999
                                          ----------- ----------- -----------
Tax provision (benefit) at Federal
       statutory rate....................    (34.0)%     (34.0)%      34.0%
      State taxes, net of Federal
       benefit...........................     (3.5)       (2.7)        0.3
      Other..............................      0.2         8.1         0.5
      Increase (decrease) in valuation
       allowance.........................     37.3        28.6      (254.8)
                                             -----       -----      ------
                                               -- %        -- %     (220.0)%
                                             =====       =====      ======
The Federal net operating loss carryforward expires as follows (in
thousands):
Fiscal
        ------
2014............................................................ $   501
        2015............................................................   7,636
        2016............................................................   6,391
                                                                         -------
                                                                         $14,528
                                                                         =======
8. CONVERTIBLE PREFERRED STOCK:
 
   The components of preferred stock as of January 31, 1998 and January 30,
1999 are as follows:
Common
       Preferred                                         Stock
         Stock           Price/   Shares     Shares    Conversion  Liquidation
         Series          Share  Authorized Outstanding    Rate     Preferences
       ---------         ------ ---------- ----------- ----------  -----------
                                                                  (in thousands)
A....................... $24.00 1,000,000     806,559   4.57143      $19,357
B.......................  24.00 1,000,000      98,078   4.0            2,354
BB......................  24.00   846,412     748,334   4.57143       17,960
C.......................  22.50   750,000     749,984   5.0           16,875
Unallocated.............     --   403,588          --                     --
                                ---------   ---------                -------
                                4,000,000   2,402,955                $56,546
                                =========   =========                =======
The series A, B, BB and C preferred stock (collectively, the Preferred
stock) is convertible into Common stock based on a defined conversion rate and
must be converted upon the closing of a public Common stock offering, as
defined. The Preferred stock has voting rights equal to the number of Common
shares into which it is convertible, participates in dividends to the extent
they are declared on the Common stock and has preference in liquidation which
includes dividends accrued
 
                                     F-13
ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
but not yet paid. Upon liquidation, the series C holders would receive $11.25
per share plus accrued but unpaid dividends before any other distributions,
with the remainder paid in parity with the series A, B and BB preferred
holders.
 
9. COMMON STOCK OPTIONS AND WARRANTS:
 
   The Company's 1993 Stock Incentive Plan provides for the granting of Common
stock, Common stock options and stock appreciation rights to key employees and
members of the Board of Directors. The Company's 1998 Equity Compensation Plan
provides for the granting of Common stock options, restricted stock, stock
appreciation rights and performance units to employees, Board members and
consultants. Required disclosure information regarding the 1993 Stock Incentive
Plan and the 1998 Equity Compensation Plan (collectively, the "Plans") have
been combined due to similarities in the Plans.
 
   The Company has reserved 3,700,000 shares of its Common stock for awards
under the Plans. The Company accounts for the Plans under APB Opinion No. 25,
under which no compensation cost has been recognized. Had compensation cost for
the options issued under the Plans and 20,000 options issued in fiscal 1995
outside the Plans been determined consistent with SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company's net income (loss), basic EPS and
diluted EPS would have been equal to the pro forma amounts indicated below (in
thousands except per share data):
Fiscal Year Ended
                                            -----------------------------------
                                            February 1, January 31, January 30,
                                               1997        1998        1999
                                            ----------- ----------- -----------
Net income (loss)...... As reported........   $(6,023)    $ (153)     $8,999
                        Pro forma..........    (6,246)      (626)      8,102
Basic EPS.............. As reported........   $ (1.19)    $(0.03)     $ 1.67
                        Pro forma..........     (1.23)     (0.12)       1.51
Diluted EPS............ As reported........   $ (1.19)    $(0.03)     $ 0.51
                        Pro forma..........     (1.23)     (0.12)       0.46
The weighted average fair value of options granted in fiscal 1996, 1997 and
1998 was $0.92, $0.78 and $2.60, respectively. The fair value of each option
grant is estimated on the grant date using the Black-Scholes option pricing
model with the following assumptions:
Fiscal Year Ended
                                            -----------------------------------
                                            February 1, January 31, January 30,
                                               1997        1998        1999
                                            ----------- ----------- -----------
Expected dividend rate.....................      --          --          --
Expected volatility........................      --          --        45.0%
Weighted average risk-free interest rate...     6.5%        6.4%        5.3%
Expected lives (years).....................       4           4           4
F-14
ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
 
   Because the SFAS No. 123 method of accounting is not required to be applied
to options granted prior to January 29, 1995, the resulting pro forma
compensation charge may not be representative of that to be expected in future
years.
 
   In fiscal 1996, 1997 and 1998, the Company granted 758,101, 1,169,507 and
472,497 options, respectively, under the Plans to employees and directors to
purchase Common stock at prices ranging from $3.33 to $9.00 per share. Options
to purchase 400,000 shares of Common stock vest 100% after three years and
remaining options primarily vest over a four-year period from the date of
grant. All options were issued with exercise prices equal to the fair market
value on the grant date. The options are exercisable over a maximum of 10
years.
 
   Information with respect to all options outstanding, including options to
purchase 130,000 shares of Common stock issued outside the Plans prior to
fiscal 1996, is as follows:
Weighted
                                                     Option Price Average Price
                                           Shares     Per Share     Per Share
                                         ----------  ------------ -------------
Options outstanding, February 3, 1996...  1,047,093   $0.67-4.00      $3.79
  Granted...............................    758,101         4.00       4.00
  Exercised.............................     (4,878)   3.33-4.00       3.66
  Canceled..............................   (217,116)   3.33-4.00       3.97
                                         ----------   ----------      -----
Options outstanding, February 1, 1997...  1,583,200    0.67-4.00       3.79
  Granted...............................  1,169,507    3.33-4.00       3.56
  Exercised.............................    (10,392)   3.33-4.00       3.46
  Canceled..............................   (186,583)   3.33-4.00       3.40
  Change in exercise price--
    Original price...................... (1,222,685)        4.00       4.00
    New price...........................  1,222,685         3.33       3.33
                                         ----------   ----------      -----
Options outstanding, January 31, 1998...  2,555,732    0.67-4.00       3.39
  Granted...............................    472,497    4.00-9.00       6.26
  Exercised.............................    (22,048)        3.33       3.33
  Canceled..............................   (153,319)   3.33-9.00       3.83
                                         ----------   ----------      -----
Options outstanding, January 30, 1999...  2,852,862   $0.67-9.00      $3.84
                                         ==========   ==========      =====
At January 30, 1999, the weighted average contractual life of all options
outstanding was 7.8 years, there were 1,006,767 options vested at a weighted
average exercise price of $3.38 and there were 939,820 shares reserved under
the Plans which were not covered by stock options granted.
 
   In fiscal 1996 and fiscal 1997, the Company granted warrants to purchase
15,000 shares and 32,550 shares of Common stock, respectively, to certain
consultants. The warrants have an exercise price of $4.00 per share and are
exercisable on various dates through January 2003. The agent who placed the
series A preferred purchased for $561 warrants to purchase 56,073 shares of
Common stock at a price of $6.00 per share. The warrants expire in June 1999.
 
                                      F-15
ZANY BRAINY, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                                JANUARY 30, 1999
 
10. COMMITMENTS AND CONTINGENCIES:
 
 Leases
 
   The Company leases retail, distribution and office space and equipment under
various operating leases. Most store leases typically have an average initial
term of ten years, with two five-year renewal options. Certain leases provide
for additional rent contingent upon store sales levels. Base rent expense for
fiscal 1996, 1997 and 1998 was approximately $9,654,000, $11,468,000 and
$13,927,000, respectively.
 
   The Company has entered into several leases for store and distribution
center equipment and fixtures that have been accounted for as capital leases.
The capitalized cost of $5,034,000 and $6,961,000 and related accumulated
amortization of $1,970,000 and $2,336,000 has been included in property and
equipment at January 31, 1998 and January 30, 1999, respectively. The present
value of the minimum lease payments as of January 30, 1999 is as follows (in
thousands):
Total minimum lease payments...................................... $5,100
      Less-- Amount representing interest...............................   (558)
                                                                         ------
      Present value of minimum lease payments........................... $4,542
                                                                         ======
Future minimum lease payments under the Company's operating and capital
leases, including leases for stores, a distribution facility and office space
opening in fiscal 1999 which were entered into before January 30, 1999, are as
follows (in thousands):
Fiscal                                                   Operating Capital
      ------                                                   --------- -------
1999.................................................... $ 19,168  $2,075
      2000....................................................   21,288   1,598
      2001....................................................   21,688   1,022
      2002....................................................   22,021     405
      2003....................................................   22,400      --
      2004 and thereafter.....................................   58,904      --
                                                               --------  ------
                                                               $165,469  $5,100
                                                               ========  ======
401(k) Plan
 
   On October 1, 1996, the Company adopted a 401(k) plan for its employees (the
"Plan"). The Plan, as amended, allows participants to contribute up to 15% of
their compensation and permits a discretionary employer match, subject to
certain defined limitations. Employer contributions vest 20% per year. No
employer contributions were made in fiscal 1996, 1997 or 1998.
 
 General
 
   From time to time, the Company is named as a defendant in legal actions
arising from its normal business activities. Although the amount of any
liability that could arise with respect to currently pending actions cannot be
estimated, in the opinion of the Company, any such liability will not have a
material adverse effect on its financial position, operating results or
liquidity.
 
                                      F-16
[Depicted on the inside back cover page are photographs of Zany Brainy stores
                           and grand opening events]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
         , 1999
 
                                     [LOGO]
 
                               Zany Brainy, Inc.
                               Shares of Common Stock
 
                               ----------------
 
                                   PROSPECTUS
 
                               ----------------
 
                          Donaldson, Lufkin & Jenrette
 
                                 BT Alex. Brown
 
                            William Blair & Company
 
                           U.S. Bancorp Piper Jaffray
 
                               ----------------
                                 DLJdirect Inc.
 
--------------------------------------------------------------------------------
 
We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor
any sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of Zany Brainy
have not changed since the date hereof.
 
--------------------------------------------------------------------------------
 
--------------------------------------------------------------------------------
 
Until      , 1999 (25 days after the date of this prospectus), all dealers,
whether or not participating in this offering, that effect transactions in
these securities may be required to deliver a prospectus. This is in addition
to the dealer's obligation to deliver a prospectus when acting as an
underwriter in this offering and when selling previously unsold allotments or
subscriptions.
 
--------------------------------------------------------------------------------
Part II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13. Other Expenses of Issuance and Distribution.
 
   The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimated
except the Securities and Exchange Commission registration fee, the NASD filing
fee and the Nasdaq National Market listing fee.
Securities and Exchange Commission registration fee.............. $27,174.50
   National Association of Securities Dealers, Inc. filing fee...... $10,275.00
   Transfer Agent's fees and expenses...............................          *
   Printing and engraving expenses..................................          *
   Legal fees and expenses..........................................          *
   Blue sky fees and expenses....................................... $ 7,500.00
   Nasdaq National Market listing fee...............................
   Accountants' fees and expenses...................................          *
   Miscellaneous....................................................          *
                                                                     ----------
   Total Expenses................................................... $
                                                                     ==========
--------
* To be provided by amendment.
 
Item 14. Indemnification of Directors and Officers.
 
   The Pennsylvania Business Corporation Law and Zany Brainy's Amended and
Restated Bylaws limit the monetary liability of directors to Zany Brainy and to
its shareholders and provide for indemnification of Zany Brainy's officers and
directors for liabilities and expenses that they may incur in such capacities.
In general, officers and directors are indemnified with respect to actions
taken in good faith in a manner reasonably believed to be in, or not opposed
to, the best interests of Zany Brainy, and with respect to any criminal action
or proceeding, actions that the indemnitee had no reasonable cause to believe
were unlawful. In addition, Zany Brainy's Amended and Restated Bylaws provide
that Zany Brainy shall indemnify its officers and directors to the fullest
extent permitted by Pennsylvania law, including some instances in which
indemnification is otherwise discretionary under Pennsylvania law. Reference is
made to Zany Brainy's Amended and Restated Bylaws filed as Exhibit 3.2 hereto.
 
   Zany Brainy has an insurance policy which insures the directors and officers
of Zany Brainy against certain liabilities which might be incurred in
connection with the performance of their duties.
 
Item 15. Recent Sales of Unregistered Securities
 
   During the past three years, Zany Brainy has issued and sold unregistered
securities in the transactions described below.
 
Shares of Preferred Stock
 
1. Pursuant to a Purchase Agreement dated September 24, 1996 and November 27,
   1996, Zany Brainy issued an aggregate of 749,984 shares of series C
   convertible preferred Stock to 39 accredited investors for a purchase price
   of $22.50 per share, or an aggregate purchase price of $16,874,640.
 
                                      II-1
2. Pursuant to a Purchase Agreement dated September 24, 1996, Zany Brainy
   issued an aggregate of 748,334 shares of Series BB Convertible Preferred
   Stock to 35 holders of Zany Brainy's Series B Convertible Preferred Stock in
   exchange for these holders' shares of Series B Convertible Preferred Stock.
 
Options to Purchase Common Stock
 
3. The Company from time to time has granted stock options to employees,
   directors and consultants. The following table sets forth certain
   information regarding such grants:
No. of      Range of
                                                        Shares   Exercise Prices
                                                       --------- ---------------
1996...............................................   758,101      $4.00
   1997............................................... 1,169,507 $3.33 to $4.00
   1998...............................................   472,497 $4.00 to $9.00
4. The following table sets forth certain information regarding option
   exercises:
No. of    Range of
                                                          Shares Exercise Prices
                                                          ------ ---------------
1996..................................................  4,878 $3.33 to $4.00
   1997.................................................. 10,392 $3.33 to $4.00
   1998.................................................. 22,048      $3.33
Zany Brainy believes that the issuance of shares and grants of options
described above did not involve a public offering and were exempt from
registration under Section 4(2) of the Securities Act because such issuances
and grants were made to a limited group of persons, each of whom was believed
to have been a sophisticated investor or had a pre-existing business or
personal relationship with Zany Brainy or its management and because each such
person was purchasing for investment without a view to further distribution.
Restrictive legends were placed on stock certificates and are contained in
stock option agreements evidencing the securities described above. In addition,
shares issued upon exercise of options were exempt from registration under Rule
3(b) of the Securities Act and Rule 702 promulgated thereunder.
 
                                      II-2
Item 16. Exhibits and Financial Statement Schedules.
 
   (a) The following exhibits are filed as part of this registration statement:
 
                                    EXHIBITS
Exhibit
 Number  Description
 ------- ----------------------------------------------------------------------
1*    Underwriting Agreement
   3.1*  Form of Amended and Restated Articles of Incorporation
   3.2*  Amended and Restated Bylaws
   5*    Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the
          shares of common stock being registered
  10.1*  1993 Stock Incentive Plan
  10.2*  1998 Equity Compensation Plan
         Form of Stock Purchase Agreement providing registration rights to
  10.3   certain shareholders
  10.4*  Employment Agreement with Keith C. Spurgeon
  10.5*  Employment Agreement with Thomas G. Vellios
  10.6*  Employment Agreement with Robert A. Helpert
  10.7*  Loan Agreement dated October 9, 1997, as amended, between Zany Brainy,
         Inc. and First Union Corporation.
  21     Subsidiaries
  23.1   Consent of Arthur Andersen LLP
         Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed
  23.2*  as Exhibit 5 hereto)
         Power of Attorney (included on signature page to this Registration
  24.1   Statement)
  27     Financial Data Schedule
--------
*  To be filed by amendment.
 
   (b) Financial statement schedules have been omitted because they are
inapplicable, are not required under applicable provisions of Regulation S-X,
or the information that would otherwise be included in such schedules is
contained in the registrant's financial statements or accompanying notes.
 
Item 17. Undertakings.
 
   (a) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
 
   (b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
 
                                      II-3
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
 
   (c) The undersigned Registrant hereby undertakes that:
 
  (1) For purposes of determining any liability under the Securities Act, the
          information omitted from the form of prospectus filed as part of
          this Registration Statement in reliance upon Rule 430A and
          contained in a form of prospectus filed by the Registrant pursuant
          to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall
          be deemed to be part of this Registration Statement as of the time
          it was declared effective.
 
  (2) For the purpose of determining any liability under the Securities Act,
          each post-effective amendment that contains a form of prospectus
          shall be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.
 
                                      II-4
SIGNATURES
 
   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Wynnewood,
Pennsylvania on March 19, 1999.
 
                                          ZANY BRAINY, INC.
 
                                                   /s/ Keith C. Spurgeon
                                          By:
                                              ---------------------------------
                                               Keith C. Spurgeon
                                               Chairman of the Board and Chief
                                               Executive Officer
 
   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
 
   EACH PERSON IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS KEITH C.
SPURGEON AND ROBERT A. HELPERT, AND EACH OF THEM ACTING ALONE, HIS OR HER TRUE
AND LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE AND
CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, ANY AND ALL AMENDMENTS
AND POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, AND INCLUDING ANY
REGISTRATION STATEMENT FOR THE SAME OFFERING THAT IS TO BE EFFECTIVE UPON
FILING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, WITH EXHIBITS THERETO
AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND CONFIRMS
ALL THAT SAID ATTORNEY-IN-FACT OR HIS OR HER SUBSTITUTE OR SUBSTITUTES MAY DO
OR CAUSE TO BE DONE BY VIRTUE HEREOF.
Signature                     Capacity                            Date
 
/s/ Keith C. Spurgeon                 Chairman of the                   March 19, 1999
-----------------------------------   Board and Chief             
         Keith C. Spurgeon            Executive Officer           
                                      (principal executive officer)
                                      
/s/ Robert A. Helpert                 Chief Financial                   March 19, 1999
-----------------------------------   Officer (principal
         Robert A. Helpert            financial and
                                      accounting officer)
 
                 
/s/ Phillip Cohen                     Director                          March 19, 1999
-----------------------------------
           Phillip Cohen
 

/s/ C. Donald Dorsey 
-----------------------------------   Director                          March 19, 1999
         C. Donald Dorsey
 

/s/ Robert A. Fox                     Director                          March 19, 1999
-----------------------------------
           Robert A. Fox
II-5
/s/ Gerald R. Gallagher               Director                          March 19, 1999
-----------------------------------
        Gerald R. Gallagher
 
                 
/s/ Henry Nasella                     Director                          March 19, 1999
-----------------------------------
           Henry Nasella
 
/s/ Yves B. Sisteron
-----------------------------------    Director                         March 19, 1999
         Yves B. Sisteron
 

/s/ David V. Wachs                     Director                         March 19, 1999
-----------------------------------
          David V. Wachs
II-6
EXHIBIT INDEX
Exhibit
 Number  Description
 ------- ----------------------------------------------------------------------
1*    Underwriting Agreement
   3.1*  Form of Amended and Restated Articles of Incorporation
   3.2*  Amended and Restated Bylaws
   5*    Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the
          shares of common stock being registered
  10.1*  1993 Stock Incentive Plan
  10.2*  1998 Equity Compensation Plan
         Form of Stock Purchase Agreement providing registration rights to
  10.3   certain shareholders
  10.4*  Employment Agreement with Keith C. Spurgeon
  10.5*  Employment Agreement with Thomas G. Vellios
  10.6*  Employment Agreement with Robert A. Helpert
  10.7*  Loan Agreement dated October 9, 1997, as amended, between Zany Brainy,
         Inc. and First Union Corporation.
  21     Subsidiaries
  23.1   Consent of Arthur Andersen LLP
         Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed
  23.2*  as Exhibit 5 hereto)
         Power of Attorney (included on signature page to this Registration
  24.1   Statement)
  27     Financial Data Schedule
--------
*  To be filed by amendment.