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Registration Statement No. 33-55537
Filed Pursuant to Rule 424(c)
MICHAELS STORES, INC.
SUPPLEMENT DATED NOVEMBER 8, 1994 TO PROSPECTUS DATED
SEPTEMBER 21, 1994
With respect to the resale prospectus covering 901,066 shares of Common
Stock of Michaels Stores, Inc. (the "Company") filed with the Form S-3
Registration Statement No. 33-55537:
On November 7, 1994, the closing price of the Common Stock on The Nasdaq
National Market was $43.
The section entitled "Selling Shareholders" in this Prospectus is hereby
amended by adding the following disclosure as part of the Selling Stockholder
table on page four of this Prospectus. Such disclosure (i) reflects a
distribution of Common Stock by Prudential-Bache Capital Partners I., L.P. to
its partners and (ii) sets forth information as of November 8, 1994, concerning
the indicated Selling Stockholders, who do not have, nor within the past three
years have had, any position, office or other material relationship with the
Company or any of its predecessors or affiliates, except as noted below.
<TABLE>
<CAPTION>
Shares Beneficially Owned
Prior to the Offering(1) Shares Beneficially Owned After
--------------------- Common Stock Offered the Offering(1)
for Selling Stockholders' ------------
Name of Beneficial Owner Number Percent Account(2) Number Percent
------------------------ ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Alan Altschuler(3) 5,368 * 4,967 401 *
William H. Anderson 455 * 232 223 *
Peter W. Comber 93 * 83 10 *
David R. Copley 554 * 433 121 *
Estate of William L. Custard 1,559 * 1,159 400 *
Alan L. Edgar 325 * 291 34 *
Nathan S. Howard 233 * 174 59 *
George A. Khouri 429 * 290 139 *
Clark C. King, III 240 * 189 51 *
L. James Lewis 224 * 224 0 *
Fred H. Muhs 1,169 * 869 300 *
John R. Muse 734 * 587 147 *
Lawrence L. Nathanson 178 * 143 35 *
Photios Paulson 303 * 220 83 *
Cornelius C. Perry 324 * 290 34 *
J. Douglas Pitts 831 * 649 182 *
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Shares Beneficially Owned
Prior to the Offering(1) Shares Beneficially Owned After
--------------------- Common Stock Offered the Offering(1)
for Selling Stockholders' ------------
Name of Beneficial Owner Number Percent Account(2) Number Percent
------------------------ ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Richard Poirier 139 * 139 0 *
James C. Wylie 172 * 139 33 *
Christian Y. Wyser-Pratte 727 * 649 78 *
Harrison Young 201 * 162 39 *
------ --- ------ ----- ---
TOTAL 14,258 * 11,889 2,369 *
<FN>
* Indicates shares held are less than 1% of class.
(1.) Includes shares indirectly held through ownership of limited partnership
interests in partnerships that own shares of Common Stock.
(2.) The Shares listed in this Selling Stockholder Table do not include the
Escrowed Shares (as defined in this Prospectus). In the event that the
former capital stockholders of Leewards (as defined in this Prospectus) in
fact receive all or part of the Escrowed Shares, this Selling Stockholder
Table will be amended or supplemented to include such Shares and to include
the following former capital stockholders of Leewards that may also receive
a portion of the Escrowed Shares: Jon H. Browne (a former director and/or
officer of Leewards), GIPEN & Co., MONY Life Insurance Company of America
and The Mutual Life Insurance Company of New York.
(3.) This reference to Alan Altschuler is intended to supersede and replace the
reference to Mr. Altschuler listed in the supplement to this Prospectus
dated October 24, 1994, which prior reference overstated Mr. Altschuler's
beneficial ownership by roughly 1,159 shares of Common Stock.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 8, 1994.
THIS PROSPECTUS WAS PREVIOUSLY SUPPLEMENTED BY A PROSPECTUS SUPPLEMENT DATED
OCTOBER 24, 1994.
