SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC 20549

SCHEDULE 13E-3

(Rule 13e-100)

Transaction Statement Under Section 13(e) of the Securities

Exchange Act of 1934 and Rule 13e-3 Thereunder

Rule 13e-3 Transaction Statement

Under Section 13(e) of the Securities Exchange Act of 1934

Amendment No. 3

TRUDY CORPORATION

(Name of the Issuer)

TRUDY CORPORATION

WILLIAM W. BURNHAM

ALICE B. BURNHAM

ASHLEY C. ANDERSEN ZANTOP

FELL C. HERDEG

MMAC, LLC

MMAC HOLDINGS, LLC

BRAD PALMER

MYERS EDUCATION, LLC

(Names of Persons Filing Statement)

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

897835104

(CUSIP Number of Class of Securities)

Trudy Corporation 353 Main Avenue Norwalk, CT 06851 Attn: Fell Herdeg (203) 846-2274 William W. Burnham Alice B. Burnham Ashley C. Andersen Zantop Fell C. Herdeg c/o Trudy Corporation 353 Main Avenue Norwalk, CT 06851 (203) 846-2274 MMAC, LLC MMAC HOLDINGS, LLC BRAD PALMER MYERS EDUCATION, LLC 2 Greenwich Office Park Greenwich, CT 06831 (203) 422-5600

(Name, Address and Telephone Numbers of Person Authorized to Receive

Notice and Communications on Behalf of the Persons Filing Statement)

with copies to:

Charles E. Barnett	David I. Albin
Barnett & Associates	Finn Dixon & Herling LLP
4 Lighthouse Way	177 Broad Street
Darien, CT 06820	Stamford, CT 06901
(203) 273-0278	(203) 325-5000

This statement is filed in connection with (check the appropriate box):

a.	þ	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:o

Check the following box if the filing fee is a final amendment reporting the results of the transaction:þ

Calculation of Filing Fee

Transaction Value*	Amount of Filing Fee
$3,589,000	$255.90

* The proposed maximum value of the transaction is $3,589,000. The filing fee was determined by multiplying the proposed maximum value of the transaction by 0.0000713

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the Securities Exchange Act of 1934 and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $255.90

Form or Registration No.: Schedule 14C

Filing Party: Trudy Corporation

Date Filed: March 19, 2010

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INTRODUCTION

This Amendment No. 3 (this “Final Amendment”) to that certain Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission on March 19, 2010 (file number: 005-39154), as previously amended by Amendment No. 1 filed on July 2, 2010, and Amendment No. 2 filed on July 28, 2010 (the “Schedule 13E-3”), is being filed by (1) Trudy Corporation, a Delaware corporation (the “Company,” “we,” or “our”); (2) William W. Burnham (“Burnham”), the Chairman and Director of Corporate Development of the Company, and the beneficial holder of shares of the Company’s common stock; (3) Alice B. Burnham, a director of the Company, wife of Burnham, and the beneficial holder of shares of the Company’s common stock; (4) Ashley C. Andersen Zantop, the form er President and Chief Executive Officer of the Company, a director of the Company and the beneficial holder of shares of the Company’s common stock; (5) Fell C. Herdeg, the former Chief Financial Officer of the Company, son-in-law of Burnham and Alice B. Burnham and the beneficial holder of shares of the Company’s common stock; (6) MMAC, LLC, a Delaware limited liability company (“MMAC”), (7) MMAC Holdings, LLC, a Delaware limited liability company and sole member of MMAC (“MMAC Holdings”); (8) MYERS EDUCATION, LLC, a Delaware limited liability company (“Myers”); and (9) Brad Palmer, the managing member of MMAC Holdings and Myers, in connection with a “going private” transaction. The persons and entities referred to in (1)-(9) are sometimes referred to in this Final Amendment as the “Filing Persons.” This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) as a final amendment to report the results of the rule 13e-3 transaction subject to this Schedule 13E-3. Except as set forth in this Final Amendment, all information in the Schedule 13E-3 remains unchanged.

On September 3, 2010, the Company sold substantially all of its assets to MMAC, and MMAC assumed substantially all of the secured and unsecured liabilities of the Company, including loans from Myers to the Company in the principal amount of $545,000 and with the exception of $2.7 million of personal debt owed to Burnham, pursuant to that certain Asset Purchase Agreement, dated as of December 18, 2009, by and between the Company and MMAC, as amended by Amendment No. 1 to the Asset Purchase Agreement, dated as of June 15, 2010 (the Asset Purchase Agreement as so amended being hereinafter referred to as the “Asset Purchase Agreement”).

Prior to the closing on September 3, 2010, of the transaction described above, the previously executed Debt Cancellation and Indemnification Agreement, dated as of December 18, 2009, among MMAC, the Company, Burnham and Alice B. Burnham, as amended by Amendment No. 1 thereto, dated as of June 15, 2010, was further amended by Amendment No. 2 thereto, dated as of August 31, 2010. Amendment No. 2 is attached to this Schedule 13E-3 as an Exhibit. Among other provisions contained therein, Amendment No. 2 provided the following:

● Certain accounting principles would apply and be given precedence over both GAAP and the Company’s historical accounting practices in determining the Company’s net asset value.

● Burnham would make a capital contribution at closing in the amount of $200,000 to MMAC, consisting of $175,000 in cash and a $25,000 promissory note, in lieu of requiring Burnham to make a larger capital contribution. Adjustment upward or downward of such $200,000 may be made upon final determination of the net asset value.

● Burnham would receive upon final determination of the net asset value a 4.75% equity share in MMAC, rather than a 3.75% share, subject, however, to possible adjustment upon the final determination of such net asset value.

Therefore, in consideration of the sale of substantially all of its assets, the Company will receive upon the final determination of the net asset value (estimated to be completed approximately 90-120 days from the closing) the above-described equity interest of 4.75%, subject to possible adjustment. In view of the initial determination at closing of the Company’s net asset value, the previously announced Buyer Note from MMAC to the Company in the principal amount of $225,000 was not issued and the previously announced Series A Preferred Units of MMAC were not issued.

Upon determination of the final percentage equity interest, MMAC will transfer such equity to Burnham, as the Company’s assignee, in consideration of the cancellation by Burnham of the $2.7 million of personal debt owed by the Company to him. Excepted from cancellation is $50,000 of debt owed to Burnham which will remain outstanding and which will be repaid to Burnham one year following the closing if and to the extent that the Company has not spent the $50,000 of cash it will retain at the closing for general corporate purposes.

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At the closing, pursuant to the terms of Amendment No. 2 to the Debt Cancellation and Indemnification Agreement described above, Burnham made a capital contribution to MMAC of cash in the amount of $175,000 and a $25,000 promissory note.

Holders of the Company’s common stock did not receive any payment or distribution with respect to their shares pursuant to the sale.

MMAC entered into a new four year lease with Noreast Management, LLC, a company which is 91% owned by Burnham, for the Company’s current headquarters on substantially the same terms as the current lease with the Company.

Ashley Andersen Zantop (“Andersen Zantop”), former CEO and President of the Company, Fell Herdeg (“Herdeg”), former CFO of the Company, and Burnham, former Chairman and Director of Corporate Development of the Company, have been retained as employees by MMAC on substantially the same terms as their current employment with the Company. Andersen Zantop will serve as President and CEO of MMAC, Herdeg will serve as CFO of MMAC and Burnham will serve as Director of Corporate Development of MMAC. In addition, Burnham and Andersen Zantop will join the Board of Directors of MMAC.

The Company’s senior management will review and, when appropriate, will recommend to its Board of Directors that either the Company dissolve or enter into a transaction whereby the Company (now, a corporate shell) may be sold. There is no assurance that a sale of the shell can be arranged.

Item 16. Exhibits.

(a)	Amendment No. 2 to Debt Cancellation and Indemnification Agreement, dated August 31, 2010, among MMAC, LLC, the Company, William W. Burnham and Alice B. Burnham.
(b)	Press release dated September 7, 2010.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TRUDY CORPORATION, a Delaware corporation
By:	/s/ Ashley C. Andersen Zantop
Name:	Ashley C. Andersen Zantop
Title:	President and CEO
Date:	9/10/10
/s/ William W. Burnham
William W. Burnham
Date: 9/10/10
/s/ Alice B. Burnham
Alice B. Burnham
Date: 9/10/10
/s/ Ashley C. Andersen Zantop
Ashley C. Andersen Zantop
Date: 9/10/10
/s/ Fell C. Herdeg
Fell C. Herdeg
Date: 9/10/10
MMAC, LLC, a Delaware limited liability company
By:	/s/ Brad Palmer
Name:	Brad Palmer
Title:	Authorized Person
Date:	9/10/10
MMAC HOLDINGS, LLC, a Delaware limited liability company
By:	/s/ Brad Palmer
Name:	Brad Palmer
Title:	Managing Member
Date:	9/10/10

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MYERS EDUCATION, LLC, a Delaware limited liability company
By:	/s/ Brad Palmer
Name:	Brad Palmer
Title:	Managing Member
Date:	9/10/10
/s/ Brad Palmer
Brad Palmer
Date: 9/10/10

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EX-16.A

Exhibit 16(a)

AMENDMENT NO. 2 TO DEBT CANCELLATION

AND INDEMNIFICATION AGREEMENT

This Amendment No. 2, dated as of August 31, 2010 (this “Amendment”), amends that certain Debt Cancellation and Indemnification Agreement, dated as of December 18, 2009, as previously amended as of June 15, 2010 (as so amended, the “Agreement”), among MMAC, LLC, a Delaware limited liability company (the “Buyer”), TRUDY CORPORATION, a Delaware corporation (the “Seller”), William W. Burnham, an individual residing in the state of Connecticut (“Mr. Burnham”) a nd Alice B. Burnham, an individual residing in the State of Connecticut (“Mrs. Burnham”, and together with Mr. Burnham, the “Principals”).  Capitalized terms used herein without definition have the meanings specified in the Agreement.

RECITALS

WHEREAS, pursuant to Section 4.8 of the Agreement, the Buyer, the Seller, and the Principals desire to amend the Agreement (and certain other related agreements) as set forth herein.

NOW, THEREFORE, in consideration of the terms and conditions herein contained, the parties hereto agree to amend the Agreement as follows:

1.           Accounting Principles.  Notwithstanding anything to the contrary in the December 18, 2009 Asset Purchase Agreement between Buyer and Seller, as amended from time to time (the “Purchase Agreement”), and in the Agreement, in determining NAV for purposes of determining the rights of the parties to the Agreement the following accounting principles shall apply (and shall be given precedence over both GAAP and the Seller’s historical accounting practices):  (a) no value will be attributed to the Seller’s patents; (b) Seller shall be deemed to have a liability equal to $15,000 for Buyer’s legal fee s in connection with bridge loans made by Buyer to Seller, and Seller shall be deemed not to have any other liability for fees and expenses of Buyer’s counsel; (c) other than Seller’s legal fees incurred in connection with the extension and then assignment of Seller’s primary credit facility from Seller’s institutional lender (the “Bank”), none of Seller’s legal fees or other transactional expenses shall be capitalized; (d) Seller’s assets shall be subject to normal depreciation and amortization from December 18, 2009 through August 26, 2010, notwithstanding whether, under GAAP, “held for sale” treatment would otherwise prevent such depreciation and amortization from being realized; and (e) the Closing shall be deemed to have occurred at the close of business on August 26, 2010, for all purposes, including, but not limited to, determination of the Preliminary Balance Sheet and the Clos ing Date Balance Sheet and Closing Date Net Asset Value, notwithstanding the actual date of the Closing.  For the avoidance of doubt, if MMAC decides to conduct an audit, all of such expenses relating thereto shall be for MMAC’s account and shall not be included in the determination of the Preliminary Balance Sheet, the Closing Date Balance Sheet or the Closing Date Net Asset Value.

2.           Issuance of Note by Buyer.  Pursuant to the terms of the Purchase Agreement, the Buyer, under certain circumstances, is obligated to issue to Seller a promissory note (the “Buyer Note”).  The parties hereto do not believe that, under the terms of the Purchase Agreement and the Agreement, as amended, such a Buyer Note will be issued.  However, the parties hereto agree and acknowledge that, notwithstanding anything to the contrary in the Agreement, the Purchase Agreement or any other agreement between and/or among the parties, Buyer’s obligation to issue any such Buyer Note will be subject to th e holder of the Buyer Note and the Lender entering into a subordination agreement acceptable to the Lender (and Buyer will have no obligation to issue such a Buyer Note absent Lender confirming that such a subordination agreement exists).  Buyer agrees to cooperate and, if requested by Lender, sign any such subordination agreement on commercially reasonable terms.

3.           Modification of Purchase Price Provisions.  Notwithstanding anything to the contrary in the Agreement, the Asset Purchase Agreement or any other document between the parties:

(a)           at the Closing Mr. Burnham will make a $200,000 capital contribution to the Buyer.  Such capital contribution will consist of $175,000 in cash and a $25,000 promissory note (the “Burnham Note”) with a three year term, principal due in one-third installments at the end of each year, and interest at 4% per annum.  Said payment will reflect the preliminary determination of the parties that NAV was -$689,000, Mr. Burnham was thus otherwise obligated to make a capital contribution to Buyer of $247,000 and Buyer has agreed to waive the first $47,000 of any such requirement beyond $200,000.

(b)           Mr. Burnham would receive a 4.75% equity share in Buyer, rather than a 3.75% share, it being agreed and understood that (i) the 3.75% remains subject to adjustment upon the final determination of NAV pursuant to the terms of the Agreement and other related agreements, as amended hereby, and (ii) the other 1.00% will be forfeited if NAV, upon final determination, is greater than -$542,000.

(c)           If NAV is finally determined to be less than -$689,000, Mr. Burnham would make a capital contribution to Buyer in the amount of any deficiency by issuing Buyer another promissory note, having the same terms as the promissory note described in Section 3(a) above, up to the first $28,000 of additional capital contributions, and would then have to make any further required capital contributions in cash.  If NAV is finally determined to be greater than -$689,000, no payment would be made to Mr. Burnham for the first $47,000 of such excess (due to the $47,000 “waiver” described in Section 3(a) above), the next $25,000 of excess would be paid by reducing the principal amount of the Burnham Note, and then Buyer would pay Mr. Burnham, in cash, any furth er excess.

4.           No Other Changes.  Except as expressly set forth in this Amendment, all terms and provisions of the Agreement shall remain in full force and effect and in all other respects are hereby ratified and confirmed.  For the avoidance of doubt, the parties hereto acknowledge that, except as set forth in Section 1 above, Mr. Burnham retains all of his rights to review and/or contest the determination of the Closing Date Balance Sheet and the Closing Date Net Asset Value under the Amended and Restated Limited Liability Company Agreement of MMAC, LLC.

5.           References to the Agreement.  After giving effect to this Amendment, each reference in the Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Agreement shall refer to the Agreement, as amended by this Amendment.

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6.           Counterparts; Facsimile.  This Amendment may be executed in any number of counterparts (each of which may be transmitted via facsimile or by pdf), and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

(SIGNATURES ON FOLLOWING PAGE)

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.

THE BUYER:
MMAC, LLC, a Delaware limited liability company
By:	/s/ Douglas Mellinger
Name:	Douglas Mellinger
Title:	Vice President
THE SELLER:
TRUDY CORPORATION, a Delaware corporation
By:	/s/ Ashley Andersen Zantop
Name:	AC Andersen Zantop
Title:	CEO
THE PRINCIPALS:
/s/ William W. Burnham
William W. Burnham
/s/ Alice B. Burnham
Alice B. Burnham

SIGNATURE PAGE TO AMENDMENT NO. 2 TO DEBT CANCELLATION

AND INDEMNIFICATION AGREEMENT

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EX-16.B

Exhibit 16(b)

SOURCE: Trudy Corporation

Sep 07, 2010 11:34 ET

Trudy Corporation Announces Closing of Acquisition by MMAC, LLC of Substantially All the Assets of Trudy Corporation

NORWALK, CT—(Marketwire - September 7, 2010) -  Trudy Corporation (OTCBB: TRDY) announced today that it had closed its previously announced transaction and sold substantially all of its assets to MMAC, LLC, which also assumed certain liabilities of Trudy. 

The assets sold consisted of Trudy’s on-going business as a publisher of children’s educational story and novelty books, audiobooks and plush toys. It conducted business principally under its tradenames of Soundprints, Studio Mouse and Music for Little People.

MMAC assumed substantially all of the secured and unsecured liabilities of Trudy, including loans from an affiliate of MMAC to Trudy in the principal amount of $545,000 and with the exception of $2.7 million of personal debt owed to a principal shareholder and Chairman of Trudy, William W. Burnham.

In consideration of the sale of substantially all of its assets, Trudy will receive upon the completion of the final calculation of the net asset value of Trudy (estimated to be completed approximately 90-120 days from the closing) an equity interest in MMAC, estimated to be in the range of 4.75%. In view of the initial determination at closing of Trudy’s net asset value, under the terms of the purchase agreement, the previously announced note from MMAC to Trudy in the principal amount of $225,000 was not issued.

Upon determination of the final percentage equity interest, MMAC will transfer such equity to Trudy which will then transfer it to Mr. Burnham in consideration of the cancellation by Mr. Burnham of the $2.7 million of personal debt owed by Trudy to Mr. Burnham. Excepted from cancellation is $50,000 of debt owed to Mr. Burnham which will remain outstanding and which will be repaid to Mr. Burnham one year following the closing if and to the extent Trudy has not spent the $50,000 of cash it will retain at the closing for general corporate purposes.

Under the terms of the purchase agreement and in accord with the initial net asset value of Trudy, Mr. Burnham made a capital contribution to MMAC in the form of cash and a note.

Holders of Trudy’s common stock did not receive any payment or distribution with respect to their shares pursuant to the sale.

MMAC entered into a new four year lease with Noreast Management, a company which is 91% owned by Mr. Burnham, for Trudy’s current headquarters on substantially the same terms as the current lease with Trudy.

Ashley Andersen Zantop, former CEO and President of Trudy, Fell Herdeg, former CFO, and Mr. Burnham, Chairman and former Director of Corporate Development of Trudy, have been retained as employees by MMAC on substantially the same terms as their current employment with Trudy. Ms. Andersen Zantop will serve as President and CEO of MMAC, Mr. Herdeg will serve as CFO and Mr. Burnham will serve as Director of Corporate Development. In addition, Mr. Burnham and Ms. Andersen Zantop will join the Board of Directors of MMAC.

Trudy’s senior management will review and, when appropriate, will recommend to its Board of Directors that either Trudy dissolve or enter into a transaction whereby the Trudy corporate shell may be sold. There is no assurance that a sale of the shell can be arranged.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this press release. Additional information respecting factors that could materially affect the Company and its operations are contained in its annual report on Form 10-KSB for the year ended March 31, 2010, as filed with the Securities and Exchange Commission.

Contact Information:

Fell Herdeg

1-800.228.7839 × 119

Email Contact

Web Site: www.Musicforlittlepeople.com; www.soundprints.com