MICHAELS STORES INC, S-3/A, 1994-07-13

MICHAELS STORES INC
S-3/A, 1994-07-13
HOBBY, TOY & GAME SHOPS

Previous: PETROLEUM HEAT & POWER CO INC, 8-K, 1994-07-13

Next: SEALY CORP, 10-Q, 1994-07-13

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 1994

REGISTRATION NO. 33-53639
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

PRE-EFFECTIVE AMENDMENT NO. 5

TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------

MICHAELS STORES, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 75-1943604
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>

5931 CAMPUS CIRCLE DRIVE
IRVING, TEXAS 75063
P.O. BOX 619566
DFW, TEXAS 75261-9566
(214) 714-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

R. DON MORRIS
5931 CAMPUS CIRCLE DRIVE
IRVING, TEXAS 75063
(214) 714-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------

COPIES TO:

<TABLE>
<S> <C>
CHARLES D. MAGUIRE, JR. KENNETH L. STEWART
JACKSON & WALKER, L.L.P. FULBRIGHT & JAWORSKI L.L.P.
901 Main Street 2200 Ross Avenue
Suite 6000 Suite 2800
Dallas, Texas 75202 Dallas, Texas 75201
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
------------------------

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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

2,356,213 Shares

Common Stock
($.10 PAR VALUE)
--------------

OF THE 2,356,213 SHARES OF COMMON STOCK, $.10 PAR VALUE ("COMMON STOCK"), OF
MICHAELS STORES, INC. ("MICHAELS" OR THE "COMPANY") OFFERED HEREBY, 2,000,000
SHARES ARE BEING SOLD BY THE COMPANY AND 356,213 ARE BEING SOLD BY THE
SELLING STOCKHOLDERS NAMED HEREIN UNDER "SELLING STOCKHOLDERS." THE
COMPANY WILL NOT RECEIVE ANY PROCEEDS FROM THE SALE OF SHARES BY THE
SELLING STOCKHOLDERS. OF THE 2,356,213 SHARES OF COMMON STOCK BEING
OFFERED, 1,884,970 SHARES ARE INITIALLY BEING OFFERED IN THE UNITED
STATES AND CANADA (THE "U.S. SHARES") BY THE U.S. UNDERWRITERS
(THE "U.S. OFFERING") AND 471,243 SHARES ARE INITIALLY BEING
CONCURRENTLY OFFERED OUTSIDE THE UNITED STATES AND CANADA
(THE "INTERNATIONAL SHARES") BY THE MANAGERS (THE
"INTERNATIONAL OFFERING" AND, TOGETHER WITH THE U.S.
OFFERING, THE "COMMON STOCK OFFERING"). THE OFFERING
PRICE AND UNDERWRITING DISCOUNTS OF THE U.S.
OFFERING AND THE INTERNATIONAL OFFERING ARE
IDENTICAL. THE CLOSING OF THE U.S. OFFERING
IS A CONDITION TO THE CLOSING OF THE
INTERNATIONAL OFFERING AND VICE VERSA.
ON JULY 12, 1994, THE REPORTED LAST
SALE PRICE OF THE COMMON STOCK ON
THE NASDAQ NATIONAL MARKET WAS
$32 5/8 PER SHARE.

--------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR AD-
EQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS COMPANY(1) STOCKHOLDERS
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
PER SHARE................................ $32.625 $1.63 $30.995 $30.995
TOTAL(2)................................. $76,871,449 $3,840,627 $61,990,000 $11,040,822
<FN>
(1) BEFORE DEDUCTION OF EXPENSES PAYABLE BY THE COMPANY ESTIMATED AT $700,000.
(2) THE COMPANY HAS GRANTED THE U.S. UNDERWRITERS AND THE MANAGERS AN OPTION,
EXERCISABLE BY CS FIRST BOSTON CORPORATION, FOR 30 DAYS FROM THE DATE OF
THIS PROSPECTUS TO PURCHASE A MAXIMUM OF 353,432 ADDITIONAL SHARES TO COVER
OVER-ALLOTMENTS OF SHARES. IF THE OPTION IS EXERCISED IN FULL, THE TOTAL
PRICE TO PUBLIC WILL BE $88,402,168, UNDERWRITING DISCOUNTS AND COMMISSIONS
WILL BE $4,416,721, AND PROCEEDS TO COMPANY WILL BE $72,944,625.
</TABLE>

--------------

THE U.S. SHARES ARE OFFERED BY THE SEVERAL U.S. UNDERWRITERS WHEN, AS AND IF
ISSUED BY THE COMPANY, DELIVERED TO AND ACCEPTED BY THE U.S. UNDERWRITERS AND
SUBJECT TO THEIR RIGHT TO REJECT ORDERS IN WHOLE OR IN PART. IT IS EXPECTED THAT
THE U.S. SHARES WILL BE READY FOR DELIVERY ON OR ABOUT JULY 20, 1994.

CS First Boston
Robertson, Stephens & Company
Nomura Securities International, Inc.

THE DATE OF THIS PROSPECTUS IS JULY 13, 1994.

<PAGE>
[map]

IN CONNECTION WITH THIS OFFERING, CS FIRST BOSTON CORPORATION ON BEHALF OF
THE U.S. UNDERWRITERS AND THE MANAGERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS
MAY BE EFFECTED ON THE NASDAQ STOCK MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME. IN CONNECTION WITH THIS OFFERING,
CERTAIN U.S. UNDERWRITERS AND MANAGERS (AND SELLING GROUP MEMBERS, IF ANY) AND
THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN
THE COMMON STOCK ON THE NASDAQ STOCK MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER
THE SECURITIES EXCHANGE ACT OF 1934. (SEE "UNDERWRITING.")

2
<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission may be
inspected and copied at the office of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can also be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3 and exhibits thereto (collectively, the
"Registration Statement") that the Company filed with the Commission in
connection with the sale of the securities offered hereby under the Securities
Act of 1933, as amended (the "Securities Act"), to which Registration Statement
reference is hereby made. Copies of such Registration Statement are available
from the Commission. The terms "Michaels" and the "Company" when used herein
shall mean Michaels Stores, Inc. and its subsidiaries.

The Company's principal executive offices are located at 5931 Campus Circle
Drive, Irving, Texas, and its mailing address is P.O. Box 619566, DFW, Texas
75261-9566 and the Company's telephone number is (214) 714-7000.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed with the Commission by the Company
and are incorporated herein by reference and made a part hereof as of their
respective dates: (i) Annual Report on Form 10-K for the year ended January 30,
1994; (ii) definitive Proxy Statement, dated April 25, 1994, relating to the
Company's Annual Meeting of Stockholders held on May 24, 1994; (iii) Current
Report on Form 8-K filed May 23, 1994, as amended by Form 8-K/A filed June 23,
1994 and Form 8-K/A filed June 30, 1994; (iv) Quarterly Report on Form 10-Q for
the quarter ended May 1, 1994; and (v) Registration Statement on Form 8-A (No.
0-11822), effective as of September 11, 1991 and any amendments filed thereto.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the Common Stock Offering shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing thereof. Any
statement contained herein or in a document incorporated or deemed incorporated
by reference herein shall be deemed to be modified or superseded for all
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference in this Prospectus
(other than exhibits and schedules thereto, unless such exhibits or schedules
are specifically incorporated by reference into the information that this
Prospectus incorporates). Written or telephonic requests for copies should be
directed to Michaels' principal office: Michaels Stores, Inc., P.O. Box 619566,
DFW, Texas 75261-9566, Attention: Investor Relations (telephone: (214)
714-7100).

3
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS INTENDED TO HIGHLIGHT CERTAIN INFORMATION CONTAINED
ELSEWHERE IN THIS PROSPECTUS. THIS SUMMARY IS NOT INTENDED TO BE A COMPLETE
STATEMENT OF ALL MATERIAL INFORMATION IN THIS PROSPECTUS AND IS QUALIFIED IN ITS
ENTIRETY BY THE MORE DETAILED INFORMATION HEREIN AND IN THE DOCUMENTS
INCORPORATED BY REFERENCE. UNLESS OTHERWISE INDICATED, THE INFORMATION CONTAINED
IN THIS PROSPECTUS ASSUMES THAT THE U.S. UNDERWRITERS' AND THE MANAGERS'
OVER-ALLOTMENT OPTION IS NOT EXERCISED.

THE COMPANY

Michaels Stores, Inc. ("Michaels" or the "Company") is the nation's leading
retailer dedicated to serving the arts, crafts and decorative items marketplace.
Michaels stores offer a wide selection of competitively priced items, including
general crafts, wearable art, silk and dried flowers, picture framing materials
and services, art and hobby supplies, and party, seasonal and holiday
merchandise. The Company's stores average approximately 15,500 square feet of
selling space and offer an assortment of over 30,000 stock keeping units
("SKUs"). Michaels' merchandising strategy is to provide a broad selection of
products in an appealing store environment with superior customer service,
including in-store "how-to" demonstrations, project samples displayed throughout
the store and instructional classes for adults and children.

Prior to the recently completed acquisition (the "Leewards Acquisition") of
Leewards Creative Crafts, Inc. ("Leewards"), Michaels operated 270 stores in 36
states and Canada. As a result of the Leewards Acquisition, the Company intends
to add approximately 80 Leewards store locations net of anticipated Leewards
store closings. In addition, Michaels may close up to 10 overlapping Michaels
stores. On a pro forma basis for the Leewards Acquisition, Michaels' sales for
the fiscal year ended January 30, 1994 would have been approximately $780
million. In addition to the Leewards stores and the 25 stores acquired earlier
this year, Michaels currently anticipates opening approximately 55 new store
locations in 1994, of which 25 have been opened, and approximately 50 to 60 new
stores during 1995.

Over the past five fiscal years, the Company's sales have grown from $290
million to $620 million. This sales growth resulted from increases in comparable
store sales in each year since 1989 and an increase in the Company's store
locations from 122 to 220 at the end of the most recent fiscal year. In
addition, operating income over the past five fiscal years has increased from
$15 million to $41 million.

RECENT ACQUISITIONS

On July 6, 1994, Michaels acquired Leewards, an Illinois-based arts and
crafts retailer with approximately 100 stores located primarily in the
midwestern and northeastern United States. The acquisition consideration
consisted of approximately $7.9 million in cash and 1,257,279 shares of Common
Stock including 356,213 shares which are being sold by the Leewards stockholders
to the public in this Common Stock Offering. Upon consummation of the Leewards
Acquisition, Michaels also repaid approximately $39.6 million of Leewards'
indebtedness. The Leewards Acquisition establishes Michaels' presence in a
number of new markets, including the northeastern United States, a market in
which Michaels did not previously have a significant presence, and significantly
expands its presence in several existing markets. In connection with the
Leewards Acquisition, Michaels expects to close approximately 20 Leewards stores
and may close up to 10 Michaels stores due to overlapping locations. See "Recent
Developments -- Recent Acquisitions," "Leewards Acquisition" and "Selling
Stockholders."

In February 1994, the Company acquired Treasure House Stores, Inc.
("Treasure House"), a chain of nine arts and crafts stores operating primarily
in the Seattle market, for 280,000 shares of Michaels Common Stock. In April
1994, the Company acquired the affiliated arts and crafts store chains of Oregon
Craft & Floral Supply Co. ("Oregon Craft & Floral"), with eight stores located
primarily in the Portland, Oregon area, and H&H Craft & Floral Supply Co. ("H&H
Craft & Floral"), with eight stores located in southern California, for a total
of 455,000 shares of Michaels Common Stock. The Treasure House stores have been
converted to the Michaels format and the Oregon Craft & Floral and H&H Craft &
Floral stores are being converted to the Michaels format with grand openings
scheduled for July through August of this year. The Company believes that these
acquisitions have significantly increased its presence in Oregon and Washington
and further strengthened its position in southern California. See "Recent
Developments -- Recent Acquisitions."

4
<PAGE>
INTEGRATION OF LEEWARDS

The Company has designed a ten-week transition plan to reconfigure the
Leewards stores to be more consistent with the merchandising strategy of
Michaels. In order to minimize disruption to the Company's business, this plan
will be implemented by the Leewards field organization under the supervision of
Michaels' management using detailed plans developed by Michaels. Key aspects of
this plan include:

- Revising and enhancing the product mix to correlate to Michaels'
merchandising strategy;

- Converting merchandise ordering and management information systems;

- Eliminating redundant overhead;

- Retraining employees to provide the level of customer service found in
Michaels stores and to improve operational efficiencies; and

- Closing approximately 20 Leewards and possible closing of up to 10
Michaels store locations to eliminate overlapping stores.

THE COMMON STOCK OFFERING

<TABLE>
<CAPTION>
U.S. INTERNATIONAL
OFFERING OFFERING TOTAL
------------ ------------ -----------
<S> <C> <C> <C>
Shares of Common Stock Offered:
By the Company.................................. 1,600,000 400,000 2,000,000
By the Selling Stockholders..................... 284,970 71,243 356,213
------------ ------------ -----------
Total(1).................................... 1,884,970 471,243 2,356,213
------------ ------------ -----------
------------ ------------ -----------
</TABLE>

<TABLE>
<S> <C>
Common Stock to be Outstanding:
After the Leewards Acquisition(2)..... 18,750,229 shares
After the Leewards Acquisition and the
Common Stock Offering(2)............. 20,750,229 shares
Use of Proceeds......................... Payment of outstanding bank debt, including
indebtedness incurred in connection with the
Leewards Acquisition. See "Use of Proceeds."
Nasdaq National Market Symbol........... MIKE
<FN>
- ------------------------
(1) Pursuant to an agreement between the U.S. Underwriters and the Managers,
some or all of the shares underwritten by the Managers may be sold by the
Managers to the U.S. Underwriters for resale in the United States and
Canada, and some or all of the shares underwritten by the U.S.
Underwriters may be sold by the U.S. Underwriters to the Managers for
resale outside the United States and Canada. See "Underwriting."

(2) Reflects shares outstanding as of July 11, 1994, including the issuance of
1,257,279 shares of Common Stock in the Leewards Acquisition. Excludes
shares held by wholly-owned subsidiaries of the Company. See "Recent
Developments -- Recent Acquisitions," "Leewards Acquisition" and
"Description of Capital Stock."
</TABLE>

5
<PAGE>
SUMMARY FINANCIAL AND STORE DATA

(IN THOUSANDS, EXCEPT STORE DATA AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
FISCAL YEAR (1) QUARTER ENDED
------------------------------------------------------------------- ---------------------------------
1993 MAY 1, 1994
-------------------- ----------------------
PRO MAY 2, PRO
1989 1990 1991 1992 ACTUAL FORMA(2) 1993 ACTUAL FORMA(2)
-------- -------- ----------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net sales.............. $289,754 $362,028 $410,899 $493,159 $619,688 $780,302 $112,961 $159,798 $199,305
Operating income....... 14,900 20,694 25,643 34,263 41,356 44,395 5,962 9,071 9,598
Weighted average shares
outstanding assuming
full dilution......... 10,645 10,229 12,411 16,853 19,809 21,066 17,131 17,856 19,113
Earnings per common
share assuming full
dilution.............. $0.00 $0.57 $0.87(3) $1.21 $1.52 $1.41 $0.22 $0.28 $0.25
STORE DATA:
Stores open at period
end................... 122 137 140 168 220 299(4) 180 259 338(4)
Average sales per
square foot (5)....... $193 $206 $213 $226 $218 $206 $ 45 $ 44 $ 43
Comparable store sales
increase (6).......... 6% 9% 9% 7% 3% 3% 2% 10% 8%
</TABLE>

<TABLE>
<CAPTION>
MAY 1, 1994
-----------------------------------------
PRO FORMA
ACTUAL PRO FORMA (7) AS ADJUSTED(8)
--------- -------------- --------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital..................................................... $ 169,726 $ 136,949 $ 198,239
Total assets........................................................ 463,119 601,024 601,024
Convertible subordinated notes...................................... 97,750 97,750 97,750
Shareholders' equity................................................ 206,596 246,515 307,805
<FN>
- ------------------------------
(1) The Company operates on a 52/53 week fiscal year ending on the Sunday
closest to January 31. For example, references to "fiscal 1993" mean the
fiscal year ended January 30, 1994. Fiscal 1990 included 53 weeks; all
other fiscal years set forth above included 52 weeks.

(2) On a pro forma basis to reflect the consummation of the Leewards
Acquisition. See "Pro Forma Combined Financial Information." Fiscal 1993
pro forma amounts do not reflect the acquisitions of Treasure House,
Oregon Craft & Floral or H&H Craft & Floral by the Company in February and
April 1994 as such acquisitions were not material in the aggregate.

(3) Before extraordinary item of $3.8 million, or $0.31 per common and common
equivalent share, relating to the redemption premium paid for the early
retirement of the Company's 12.75% Senior Subordinated Notes, which had an
effective interest rate of 15.8%, and the accelerated amortization of
related debt issuance costs.

(4) Includes Leewards stores and Michaels stores open at period end net of 20
Leewards stores anticipated to be closed.

(5) Calculated for stores open the entire period and based on selling square
footage.

(6) Stores are included in the calculation of comparable store sales for the
first full month following the one-year anniversary of the completion of
the grand opening sales period, which is generally the fourteenth month
after the store opening. The sales amounts for each store included in the
calculation represent the sales for the same number of months for each
period compared. The increase for fiscal 1990 was calculated on a
comparable 52-week period.

(7) Pro forma for the Leewards Acquisition. In connection with the Leewards
Acquisition, the consideration paid to Leewards' stockholders consisted of
the issuance of 1,257,279 shares of Common Stock and cash of approximately
$7.9 million.

(8) Pro forma for the Leewards Acquisition and as adjusted for the Common
Stock Offering. In connection with the Leewards Acquisition, the
consideration paid to Leewards' stockholders consisted of the issuance of
1,257,279 shares of Common Stock and cash of approximately $7.9 million.
</TABLE>

6
<PAGE>
RECENT DEVELOPMENTS

RECENT ACQUISITIONS

On July 6, 1994, the Company acquired Leewards, an Illinois-based arts and
crafts retailer with approximately 100 stores located primarily in the
midwestern and northeastern United States. The acquisition consideration
consisted of approximately $7.9 million in cash and 1,257,279 shares of Common
Stock, including 356,213 shares which are being sold by the Leewards
stockholders to the public in this Common Stock Offering. Upon consummation of
the Leewards Acquisition, Michaels also repaid the indebtedness under Leewards'
bank credit facility and subordinated notes in the aggregate amount of
approximately $39.6 million. The Leewards stockholders have agreed that, other
than the shares being sold in this Common Stock Offering, they will not engage
in a public distribution of the shares of Common Stock they acquire in
connection with the Leewards Acquisition for a period of 90 days from the date
of this Prospectus. See "Leewards Acquisition," "Pro Forma Combined Financial
Information," "Selling Stockholders" and "Underwriting."

In February 1994, the Company acquired Treasure House, a chain of nine arts
and crafts stores operating primarily in the Seattle market, for 280,000 shares
of Michaels Common Stock. In April 1994, the Company acquired the affiliated
arts and crafts store chains of Oregon Craft & Floral, with eight stores located
primarily in the Portland, Oregon area, and H&H Craft & Floral, with eight
stores located in southern California, for a total of 455,000 shares of Michaels
Common Stock. The Treasure House stores have been converted to the Michaels
format and the Oregon Craft & Floral and the H&H Craft and Floral stores are
being converted to the Michaels format with grand openings scheduled for July
through August of this year. The Company believes that these acquisitions have
significantly increased its presence in Oregon and Washington and further
strengthened the Company's position in southern California.

OPERATING RESULTS FOR FIRST QUARTER

Michaels reported record first quarter earnings for the quarter ended May 1,
1994 of $5.0 million, or $0.28 per share, compared to $3.8 million, or $0.22 per
share for the first quarter of fiscal 1993. The earnings increase can be
attributed to a 41% increase in net sales to $159.8 million, including a 10%
increase in comparable store sales, and a 52% increase in operating income to
$9.1 million. Operating income as a percentage of net sales increased to 5.7% in
the fiscal 1994 first quarter from 5.3% in the year earlier period. Earnings for
the 1994 first quarter included one-time transaction costs, severance costs and
duplicate pre-merger general and administrative costs associated with the
acquisition of Treasure House during the quarter, which was accounted for as a
pooling of interests and, accordingly, had its sales and earnings included in
the Company's results as of the beginning of the quarter. Without these one-time
costs totaling $0.02 per share, earnings per share would have been $0.30 for the
quarter, an increase of 36% over the year earlier period. The Oregon Craft &
Floral and H&H Craft and Floral acquisitions were purchase transactions that
closed near the end of the quarter and thus had no significant effect on the
Company's results for the quarter.

A significant portion of the Company's growth has resulted from and will
continue to be dependent on the addition of new stores and the increased sales
volume and profitability from such stores. There can be no assurance that
revenue growth will continue or that rates of growth will be as favorable as
those achieved in recent periods. There can be no assurance that sales and
margin pressures due to competition, economic conditions, unusual weather
conditions or other factors will not adversely affect the Company's future
results of operations.

ANTICIPATED STORE CLOSING AND CONVERSION COSTS

Subsequent to the Leewards Acquisition, Michaels expects to close
approximately 20 Leewards stores and may close up to 10 existing Michaels stores
in connection with the elimination of stores in overlapping markets. In
addition, Michaels will integrate and reconfigure the remaining 80 Leewards
stores to be more consistent with the merchandising strategy of Michaels. The
Company has made no final decision as to which Michaels stores, if any, are to
be closed pending the evaluation of anticipated store performance and the
completion of lease negotiations. The costs associated with the closing of

7
<PAGE>
any Michaels stores, which the Company believes will not exceed $7 million on a
pre-tax basis, as well as certain costs of reconfiguring the 80 continuing
Leewards stores, will be charged to earnings in the period such decisions are
made and the related costs are estimable. The costs of closing the acquired
Leewards store locations will be included as an adjustment to the purchase price
of the Leewards Acquisition. See "Pro Forma Combined Financial Information."

NEW CREDIT FACILITY

In June 1994, Michaels entered into a new three-year, unsecured $150 million
revolving credit facility to replace its former $100 million revolving credit
facility.

THE COMPANY

OVERVIEW

Michaels is the nation's leading retailer dedicated to serving the arts,
crafts and decorative items marketplace. Michaels stores offer a wide selection
of competitively priced items, including general crafts, wearable art, silk and
dried flowers, picture framing materials and services, art and hobby supplies,
and party, seasonal and holiday merchandise. Michaels' merchandising strategy is
to provide a broad selection of products in an appealing store environment with
superior customer service, including in-store "how-to" demonstrations, project
samples displayed throughout the store and instructional classes for adults and
children. The Company's primary customers are women aged 25 to 54 with above
average median household incomes, and the Company believes that repeat customers
account for a substantial portion of its sales. The average sale is
approximately $13.75.

Prior to the Leewards Acquisition, Michaels operated 270 stores in 36 states
and Canada. As a result of the Leewards Acquisition, the Company intends to add
approximately 80 Leewards store locations (net of anticipated Leewards store
closings). In addition, Michaels may close up to 10 overlapping Michaels stores.
On a pro forma basis for the Leewards Acquisition, Michaels' sales for fiscal
1993 would have been approximately $780 million. See "Leewards Acquisition" and
"Pro Forma Combined Financial Information."

NEW STORE EXPANSION

In addition to the Leewards stores and the 25 stores acquired earlier this
year, Michaels currently anticipates opening approximately 55 new stores in the
United States and Canada during fiscal 1994, of which 25 have been opened. The
Company intends to add 50 to 60 new stores during fiscal 1995. Although the
Company has traditionally met or exceeded its new store opening targets, there
can be no assurance that the Company will be able to meet its store opening
targets in the future. Michaels'expansion strategy is to give priority to adding
stores in existing markets or clustering stores in new markets in order to
enhance economies of scale associated with advertising, distribution, field
supervision and other regional expenses. Management believes that few of its
existing markets are saturated, and that many attractive new markets are
available to the Company for expansion. The anticipated development of Michaels
stores in 1995 and the rate at which stores are developed thereafter will depend
upon a number of factors, including the success of existing Michaels stores and
the stores added pursuant to the Leewards Acquisition, the availability of
suitable store sites, the availability of suitable acquisition candidates and
the ability to hire and train qualified managers. The Company intends to
continue to review acquisition opportunities in existing and new markets. The
Company has no arrangements or understandings pending with respect to any
acquisitions other than Leewards.

In October 1993, the Company opened its first Michaels Craft and Floral
Warehouse store ("CFW") using a newly-developed "warehouse superstore" format.
It is anticipated that each store following the CFW format will occupy
approximately 30,000 to 40,000 square feet of selling space, carry a wider
selection of certain categories of merchandise than the typical store, and
generally offer merchandise at "everyday" discounted retail prices. To achieve a
lower cost structure than a typical Michaels store, the Company's CFW format is
premised on reduced occupancy expenses per square foot and less extensive
advertising programs. In addition, the CFW format utilizes new computer

8
<PAGE>
systems that provide full point-of-sale scanning and automated receiving of
merchandise, and eliminates the retail price marking of individual products. The
Company plans to open four or five additional CFW stores during 1994, of which
three have been opened, and may accelerate the opening of such stores in the
future if the format continues to be favorably received by consumers.

MERCHANDISING

Michaels' merchandising strategy is to provide a broad selection of products
in an appealing store environment with superior customer service. The commitment
to customer service is evidenced through in-store "how-to" demonstrations,
project samples displayed throughout each store, and instructional classes for
adults and children. The typical Michaels store offers an assortment of over
30,000 SKUs. In general, each store offers products from ten departments. Nine
of the departments offer essentially the same type of merchandise throughout the
year, although the products may vary from season to season. The merchandise
offered by these nine departments includes general craft materials, wearable
art, silk and dried flowers, picture framing materials and services, fine art
materials, hobby items, party items, needlecraft items and ribbon.

In addition to these nine departments, the Company regularly features
seasonal merchandise. Seasonal merchandise is ordered for several holidays,
including Valentine's Day, Easter, Mother's Day, Halloween and Thanksgiving, in
addition to the Christmas season. For example, seasonal merchandise for the
Christmas season includes trees, wreaths, candles, lights and ornaments.
Included in seasonal merchandise is promotional merchandise that is offered with
the intention of generating customer traffic.

The following table shows sales by the largest departments as a percentage
of total sales for fiscal 1992 and 1993:

<TABLE>
<CAPTION>
PERCENTAGE OF SALES
--------------------
DEPARTMENT 1992 1993
- ------------------------------------------------------------------------------------ --------- ---------
<S> <C> <C>
General craft materials and wearable art............................................ 22% 21%
Silk and dried flowers and plants................................................... 18 21
Picture framing..................................................................... 14 15
Seasonal and promotional items...................................................... 15 14
Fine art materials.................................................................. 11 11
Hobby, party, needlecraft and ribbon................................................ 20 18
--- ---
Total............................................................................. 100% 100%
--- ---
--- ---
</TABLE>

CUSTOMER SERVICE

Michaels believes that customer service is critically important to its
merchandising strategy. Many of the craft supplies sold in Michaels stores can
be assembled into unique end-products with an appropriate amount of guidance and
direction. Michaels has hundreds of displays in every store in an effort to
stimulate new project ideas, and supplies project sheets with detailed
instructions on how to assemble the products. In addition, many sales associates
are craft enthusiasts with the experience to help customers with ideas and
instructions. The Company also offers free demonstrations and inexpensive
classes in stores as a means of promoting new craft ideas. Michaels believes
that the in-store "how-to" demonstrations, instructional classes, knowledgeable
sales associates, and customer focus groups have allowed the Company to better
understand and serve its customers. In addition, the Company measures its
customer service in each store at least four times a year through a "mystery
shopper" program.

ADVERTISING

The Company believes that its advertising promotes craft and hobby project
ideas among its customers. Traditionally, the Company has focused on circular
and newspaper advertising. The Company has found full-color circular
advertising, primarily as an insert to newspapers but also through direct mail
or on display within its stores, to be the most effective medium of advertising.

9
<PAGE>
Such circulars advertise numerous products in order to emphasize the wide
selection of products available at Michaels stores. The Company believes that
advertising efficiencies associated with the clustering of its stores in its
markets together with its ability to advertise through circulars and newspapers
approximately once a week in each of its markets provides the Company with an
advantage over its smaller competitors.

The Company has generally limited television advertising to network
television in those major markets in which it had clusters of stores or in which
it was adding new stores. Beginning with the 1994 fall/Christmas season, the
Company expects to implement a marketing program coordinating national cable
television, including The Discovery Channel-TM-, Lifetime Television, and USA
Network-R-, and circular advertisements together with project booklets, in-store
demonstrations, and new point-of-sale techniques. More than one-half of the $4.5
million cost of this new marketing program will be underwritten by Michaels'
vendors. Michaels intends to allocate a portion of its network television budget
to this program.

STORE OPERATIONS

The Company's 270 stores prior to the Leewards Acquisition averaged
approximately 15,500 square feet of selling space, although newer stores average
approximately 17,000 square feet of selling space. Net sales for fiscal 1993
averaged approximately $3.2 million per store for stores open the entire fiscal
year and $218 per square foot of selling space. Store sites are selected based
upon meeting certain economic, demographic and traffic criteria and upon the
Company's strategy of clustering stores in markets where certain operating
efficiencies can be achieved. The Michaels stores currently in operation are
located primarily in strip shopping centers in areas with easy access and ample
parking.

Michaels has developed a standardized procedure which enables the Company to
efficiently open new stores and integrate them into its information and
distribution systems. The Company develops the floor plan and inventory layout,
and organizes the advertising and promotions in connection with the opening of
each new store. In addition, Michaels maintains an experienced store opening
staff to provide new store personnel with in-store training. Michaels generally
opens new stores during the period from February through October because new
store personnel require significant in-store training prior to the first
Christmas selling season for each such store.

Costs for opening stores at particular locations depend upon the type of
building and general cost levels in the area. In fiscal 1993, the average net
cost to the Company of opening a new store was approximately $535,000 per store,
which included leasehold improvements, furniture, fixtures and equipment, and
pre-opening expenses. The Company used more existing real estate, versus
build-to-suit locations, in fiscal 1993 resulting in an average cost of opening
a new store that was $160,000 higher than historical levels due to the increased
level of leasehold improvements. This increase was offset, in part, by lower
rent rates. The initial inventory investment associated with each new store in
fiscal 1993 was approximately $320,000 to $740,000 depending on the time of year
in which the store was opened. The initial inventory investment in new stores is
offset, in part, by extended vendor terms and allowances. The cost for new store
openings, excluding initial inventory investments, in fiscal 1993 was
approximately $29 million and the cost for new store openings in fiscal 1994 is
estimated to be approximately $30 million.

PURCHASING AND DISTRIBUTION

The Company's purchasing strategy is to negotiate directly with its vendors
in order to take advantage of volume purchasing discounts and improve control
over product mix and inventory. For certain substantial product lines, the
Company negotiates directly with a number of major manufacturers to shorten the
distribution chain. Although this requires an increased inventory investment in
the warehouse, it results in substantial savings and allows the Company to
develop products specifically formulated to Michaels' design and quality
standards. Approximately 90% of the merchandise is acquired from vendors on the
Company's "approved list." Of this merchandise, approximately one-half is
received by the stores from the Company's distribution centers and one-half is
received directly

10
<PAGE>
from vendors. In addition, each store has the flexibility to purchase
approximately 10% of its merchandise directly from local vendors, which allows
the store managers to tailor the products offered in their stores to local
tastes and trends. All store purchases are monitored by district and regional
managers.

The Company currently operates three distribution centers which supply the
stores with certain merchandise, including substantially all seasonal and
promotional items. The Company's distribution centers are located in Irving,
Texas, Buena Park, California, and Lexington, Kentucky. The Company also
operates a bulk warehouse in Phoenix, Arizona, which allows the Company to store
bulk purchases of seasonal and promotional merchandise prior to distribution.
Michaels stores receive deliveries from the distribution centers generally once
a week.

In fiscal 1993, over 85% of the products sold in Michaels stores were
purchased from manufacturers or distributors located in the United States and
the remainder from manufacturers or distributors located in the Far East and
Mexico. Goods manufactured in the Far East generally require long lead times and
are ordered four to six months in advance of delivery. Such products are either
imported directly by the Company or acquired from distributors based in the
United States. In all cases, purchases are denominated in U.S. dollars (or
Canadian dollars for purchases of certain items delivered directly to stores in
Canada).

INVENTORY CONTROL/MANAGEMENT INFORMATION SYSTEMS

Michaels' management information systems include automated point-of-sale,
merchandising, distribution and financial applications. All orders from the
stores to the Company's distribution centers are processed electronically to
ensure timely delivery of distribution center sourced inventory. The Company's
point-of-sale system captures sales information by department. Due to the large
number of inexpensive items in the stores, the non-fashion nature of the
merchandise, and the long lead times involved for ordering seasonal goods (up to
nine months), the Company does not currently capture item-level sales
information, inventory or margin electronically in all stores. Sales trend
tracking combines item level point-of-sale scanning data from the CFW stores
with point-of-sale department-level sales from all other stores, weekly test
counts of certain SKUs in 40 selected stores, and regular communication from
store managers through the district and regional managers. Inventory and margins
are monitored on a perpetual basis in the distribution centers and in the stores
via physical inventories at least quarterly in groups of 30 to 40 stores and a
year-end complete physical count in most stores. The Company believes that these
procedures and automated systems, together with its other control processes,
allow Michaels to effectively manage and monitor its inventory levels and margin
performance. The Company has in recent months increased its inventory levels as
a result of a number of factors, including planned expansion through new or
acquired stores, increased direct sourcing (see "Purchasing and Distribution"
above), larger average store sizes, and better in-stock positions resulting from
the implementation of a radio frequency reordering system at the store level.
Primarily as a result of these factors, inventory per square foot was
approximately $61 at the end of fiscal 1993 compared to approximately $48 at the
end of fiscal 1992, and was approximately $57 at the end of the first quarter of
fiscal 1994 compared to approximately $52 at the end of the first quarter of
fiscal 1993. Although the Company believes that its inventory levels are
appropriate, management of inventory levels will remain important to the
Company's success and future financial performance. The Company believes that
the proceeds of this Common Stock Offering, together with available sources of
financing and cash from operations, will provide the Company with sufficient
resources to fund its capital needs at least through fiscal 1995.

COMPETITION

Michaels is the largest nationwide retailer dedicated to serving the arts
and crafts marketplace. The specialty arts, crafts and decorative item retail
business is highly competitive. Michaels competes primarily with regional and
local merchants that tend to specialize in particular aspects of arts and
crafts, other nationwide retailers of craft items and related merchandise, and
mass merchandisers that typically dedicate a portion of their selling space to a
limited selection of arts, crafts, picture framing and seasonal products. The
Company believes that its stores compete based on price, quality

11
<PAGE>
and variety of merchandise assortment, and customer service, such as
instructional demonstrations. Michaels believes the combination of its broad
selection of products, emphasis on customer service, loyal customer base, and
capacity to advertise frequently in all of its markets provides the Company with
a competitive advantage.

LEEWARDS ACQUISITION

OVERVIEW

On July 6, 1994 the Company acquired Leewards, an Illinois-based arts and
crafts retailer with approximately 100 stores located primarily in the
midwestern and northeastern United States. The Leewards stores, which average
approximately 14,000 square feet of selling space, are similar in both size and
type of location to the average Michaels store. The Company believes that the
Leewards Acquisition provides it with an opportunity to accelerate its
nationwide expansion strategy in the fragmented arts and crafts retailing
industry. The Leewards Acquisition establishes Michaels' presence in a number of
new markets, particularly in the northeastern United States, including
Pennsylvania, Massachusetts, and New Jersey, and significantly expands its
presence in several existing markets, including northern California, Illinois,
Florida, Michigan, Missouri, Minnesota and New York. In connection with the
Leewards Acquisition, Michaels expects to close approximately 20 Leewards stores
and may close up to 10 Michaels stores due to overlapping locations.

In connection with the Leewards Acquisition, Michaels has designed a plan
that is intended to increase the sales and profitability of the Leewards stores.
The plan includes reconfiguring the layout and staffing of the acquired stores
and increasing the average inventory level at the Leewards stores to be more
consistent with Michaels' fundamental merchandising strategy of providing a
broad selection of products through separate in-store departments with a
commitment to superior customer service. The Company believes that the Leewards
stores will also benefit from the addition of art supplies and party goods
departments, the strengthening of its custom floral and custom framing services,
extensive in-store promotional activities and the implementation of Michaels'
targeted advertising strategies. In addition, Michaels expects the Leewards
stores to benefit from Michaels' centralized purchasing and nationwide
distribution network. Michaels also believes that it will realize cost savings
through the elimination of duplicate corporate overhead in connection with the
acquisition, and that it will benefit from increased purchasing power with its
suppliers.

For the fiscal year ended January 1994, the average sales of the Leewards
stores open for the full fiscal year were $2.1 million compared to the average
sales for Michaels stores open for the full year during the same period of $3.2
million. The average profitability per Leewards store has also historically
trailed the average profitability of Michaels stores. However, Michaels believes
that the Leewards Acquisition provides the Company with many attractive retail
store locations, and that Michaels' plan to convert the Leewards stores to the
Michaels format and to implement Michaels' merchandising strategies will result
in increased sales and profitability in the acquired stores. Michaels' objective
for the remainder of fiscal 1994 with respect to the continuing Leewards stores
is to increase average sales per store and to increase operating margins to a
level achieved by Michaels stores during their first full fiscal year of
operation. If these objectives, together with the cost savings described in the
preceding paragraph, are achieved in fiscal 1994 and maintained in fiscal 1995,
the Company believes the consummation of the Leewards Acquisition and the Common
Stock Offering at a public offering price of $32 5/8 would not have a dilutive
impact on the per share earnings in fiscal 1994, excluding the impact of the
anticipated charge to earnings in connection with the possible closing of
certain Michaels stores, if any, and the conversion of Leewards stores, or in
fiscal 1995. See "Recent Developments -- Anticipated Store Closing and
Conversion Costs." Although management currently believes these results can be
achieved, no assurance can be given that sales volumes or operating margins at
the continuing Leewards store locations will be improved or that the cost
savings will be realized.

The consideration for the Leewards Acquisition consisted of approximately
$7.9 million in cash and 1,257,279 shares of Common Stock, including 356,213
shares which are being sold by the

12
<PAGE>
Leewards stockholders to the public in this Common Stock Offering. The merger
consideration exceeds the net tangible assets of Leewards by approximately $58
million. The Company believes that the economic benefits expected to be derived
from the Leewards Acquisition, including gain in market share, immediate
presence in new markets and future earnings supports the payment of such
consideration. Michaels also repaid the indebtedness under Leewards' bank credit
facility and subordinated notes in the aggregate amount of approximately $39.6
million upon the closing of the Leewards Acquisition. See "Pro Forma Combined
Financial Information." Leewards' outstanding indebtedness at the time of
closing consisted of (i) approximately $22.3 million under Leewards' existing
credit facility due August 19, 1994 with a current interest rate of 9.0% and
(ii) approximately $17.3 million under Leewards' outstanding 13.5% Senior
Subordinated Notes due 2000.

INTEGRATION OF LEEWARDS

- Revising and enhancing the product mix to correlate to Michaels'
merchandising strategy;

- Converting merchandise ordering and management information systems;

- Eliminating redundant overhead;

- Retraining employees to provide the level of customer service found in
Michaels stores and to improve operational efficiencies; and

- Closing approximately 20 Leewards and possible closing of up to 10
Michaels store locations to eliminate overlapping stores.

The continuing 80 Leewards stores will be converted to the Michaels store
format beginning with a four-week phase to eliminate incompatible merchandise.
The second phase will involve the arrival of new merchandise and the
reformatting of the stores to the Michaels prototype. This will be accomplished
department by department, with the stores remaining open for business throughout
the process. The reformatting of the Leewards stores will include the addition
of art supplies and party goods departments, the strengthening of the custom
floral and custom framing services and the expansion of other departmental
assortments to correlate with Michaels' standard store format. Michaels'
merchandise ordering systems will be installed during this time and other
in-store systems will be converted to Michaels' systems. Upon completion of the
store conversion plan, Leewards' distribution facilities will be closed as
Michaels' existing distribution facilities have adequate capacity to service the
remaining Leewards stores. The Company believes that the cost to implement the
integration of the Leewards stores, including the cost of the physical
conversion of the stores, retraining employees, converting merchandise ordering
and management information systems, and providing new inventory will be
approximately $33 million to $35 million. In addition, the Company expects that
it will incur costs of approximately $13 million to $24 million in connection
with lease termination and store closing costs, severance payments, and closing
of Leewards' corporate office and distribution center. The Company anticipates
completing the plan prior to the busy fall/Christmas selling season.

During the last year, the Company increased its upper level management
capabilities by adding a Vice President -- Store Operations, Vice President --
Store Development and Corporate Operations, Vice President -- Information
Systems and Vice President -- Real Estate. In addition, the Company expects to
retain a number of the field managers from the Leewards organization to
supplement the Company's existing field management. During the conversion
process, the Leewards field organization will be strengthened by an increase in
district and regional management to provide close supervision. The Company
believes that these additions to its management structure, together with the

13
<PAGE>
additional Michaels field management that has been trained to implement the
Company's 1994 growth plan, will provide Michaels with sufficient management
capabilities to absorb the 80 Leewards stores in addition to the approximately
55 new stores to be opened and 25 stores already acquired by Michaels during
1994. The Company believes this process will permit the conversion of the
Leewards stores without disruption of the existing Michaels field management or
operations during the busy fall/Christmas selling season. After the conversion
and integration of the Leewards stores is complete, the entire Michaels field
organization will be reorganized with permanent assignments based on the
combined entities.

Although the Company has not previously completed an acquisition of similar
size to the Leewards Acquisition, the Company believes that its substantial
experience in opening new stores and recent experience in incorporating acquired
stores into the Michaels format and systems will facilitate the integration of
the Leewards stores into the Company's existing structure. Nonetheless, there
can be no assurance that the Company will successfully complete the integration
of the Leewards stores prior to the busy fall/Christmas selling season. If the
integration of the Leewards stores is not successfully completed, it could have
an adverse effect on future operating results of the Company.

USE OF PROCEEDS

The net proceeds to the Company from the Common Stock Offering are estimated
to be approximately $61.3 million (approximately $72.2 million assuming the
over-allotment option is exercised in full). The Company intends to use all of
the net proceeds to reduce bank debt, which increased by approximately $51.2
million as a result of borrowings to fund cash required in connection with the
Leewards Acquisition. The Company's outstanding revolving bank debt at July 12,
1994 was approximately $99.3 million with a current interest rate of 5.8%. The
Company's new bank debt agreement expires in June 1997. See "Recent Developments
- -- New Credit Facility" and "Leewards Acquisition."

Pending the use of such proceeds for the above purposes, the net proceeds
initially will be invested in short-term interest bearing securities or mutual
funds which invest in such securities. The Company's practice in the past has
been to place its cash balances in a broad range of investment and non-
investment grade securities including equity securities and financial
instruments of various maturities. If attractive opportunities present
themselves, the Company may continue this investment practice in the future. The
Company will not receive any of the proceeds from the sale of shares of Common
Stock by the Selling Stockholders.

14
<PAGE>
CAPITALIZATION

The following table sets forth (i) the capitalization of the Company as of
May 1, 1994, (ii) the capitalization on a pro forma basis for the Leewards
Acquisition, and (iii) the capitalization on a pro forma basis for the Leewards
Acquisition and as adjusted for the issuance of the shares of Common Stock being
offered hereby. See "Leewards Acquisition" and "Use of Proceeds."

<TABLE>
<CAPTION>
MAY 1, 1994
-------------------------------------------
PRO FORMA
AS ADJUSTED
ACTUAL PRO FORMA (1) (1)(2)
-------- --------------- ---------------
(IN THOUSANDS)
<S> <C> <C> <C>
Short-term bank debt (3).............................................................. $ 56,000 $102,649 $ 41,359
-------- --------------- ---------------
-------- --------------- ---------------
Convertible subordinated notes........................................................ $ 97,750 $ 97,750 $ 97,750
Shareholders' equity:
Common stock, $0.10 par value, 50,000,000 shares authorized, 17,462,331 shares
issued and outstanding, 18,719,610 shares issued and outstanding pro forma and
20,719,610 shares issued and outstanding pro forma as adjusted..................... 1,746 1,872 2,072
Additional paid-in capital.......................................................... 126,126 165,919 227,009
Retained earnings................................................................... 78,724 78,724 78,724
-------- --------------- ---------------
Total shareholders' equity.......................................................... 206,596 246,515 307,805
-------- --------------- ---------------
Total capitalization.................................................................. $304,346 $344,265 $405,555
-------- --------------- ---------------
-------- --------------- ---------------
<FN>
- ------------------------
(1) On a pro forma basis to reflect the consummation of the Leewards
Acquisition for 1,257,279 shares of Common Stock and approximately $7.9
million in cash, the refinancing of approximately $35 million of Leewards'
indebtedness which was outstanding as of May 1, 1994 and the incurrence of
certain transaction costs.

(2) On a pro forma basis to reflect the receipt by the Company of
approximately $61.3 million in net proceeds from the Common Stock offered
hereby at the offering price of $32 5/8 after deducting the estimated
underwriting discounts and commissions and offering expenses.

(3) Subsequent to May 1, 1994, the Company sold a portion of its marketable
and other securities and used the proceeds to retire short-term bank debt.
As of July 12, 1994, short-term bank debt was approximately $99.3 million
(which includes borrowings used to refinance the outstanding Leewards
indebtedness).
</TABLE>

15
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The Common Stock of Michaels is quoted through The Nasdaq National Market
under the symbol "MIKE." The following table sets forth, for the periods
indicated, the high and low sales prices per share of the Common Stock, as
reported by The Nasdaq National Market through July 12, 1994.

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
FISCAL YEAR ENDED JANUARY 31, 1993:
First Quarter.................................................................. $26 $19
Second Quarter................................................................. 23 1/2 16 1/2
Third Quarter.................................................................. 29 3/4 20 1/2
Fourth Quarter................................................................. 34 3/4 24 5/8

FISCAL YEAR ENDED JANUARY 30, 1994:
First Quarter.................................................................. $34 $26 1/4
Second Quarter................................................................. 33 25 1/4
Third Quarter.................................................................. 39 26 3/8
Fourth Quarter................................................................. 36 1/2 31 7/8

FISCAL YEAR ENDED JANUARY 29, 1995:
First Quarter.................................................................. $44 3/4 $31
Second Quarter (through July 12, 1994)......................................... 46 1/2 30 1/2
</TABLE>

On July 12, 1994, the reported last sale price of the Common Stock as
reported by The Nasdaq National Market was $32 5/8 per share.

Michaels has never paid dividends on its Common Stock. The Company's current
policy is to retain earnings for use in the Company's business and the financing
of its growth. However, such policy is subject to the discretion of the Board of
Directors. The Company's credit facility contains certain restrictions on the
Company's ability to pay dividends.

16
<PAGE>
SELECTED FINANCIAL AND STORE DATA
The selected financial data presented below are derived from the financial
statements of the Company for the five fiscal years ended January 30, 1994 which
were audited by Ernst & Young, independent auditors, and from unaudited
financial statements for the quarters ended May 2, 1993 and May 1, 1994,
respectively. The data should be read in conjunction with the financial
statements and the related notes incorporated by reference in this Prospectus.
The Company believes that all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation thereof have been made to the
unaudited financial data. The results for the quarter ended May 1, 1994 are not
necessarily indicative of the results of the full year. Certain amounts in prior
years have been reclassified to conform with the presentation for the current
year. The following unaudited pro forma statement of income data have been
prepared as if the Leewards Acquisition occurred at the beginning of fiscal
1993. The following unaudited pro forma combined balance sheet data have been
prepared as if the Leewards Acquisition occurred on May 1, 1994. The unaudited
pro forma financial data do not purport to represent the financial position or
results of operations which would have occurred had such transaction been
consummated on the dates indicated or the Company's financial position or
results of operations for any future date or period. These unaudited pro forma
financial data should be read in conjunction with the historical financial
statements of the Company and Leewards.

<TABLE>
<CAPTION>
FISCAL YEAR (1) QUARTER ENDED
---------------------------------------------------------- ----------------------------
1993 MAY 1, 1994
------------------ ------------------
PRO MAY 2, PRO
1989 1990 1991 1992 ACTUAL FORMA(2) 1993 ACTUAL FORMA(2)
-------- -------- -------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT STORE DATA AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net sales.......................... $289,754 $362,028 $410,899 $493,159 $619,688 $780,302 $112,961 $159,798 $199,305
Cost of sales and occupancy
expense........................... 195,864 246,656 274,375 323,577 403,869 511,067 73,279 103,511 130,987
Selling, general and administrative
expense........................... 78,990 94,678 110,881 135,319 174,463 224,840 33,720 47,216 58,720
-------- -------- -------- -------- -------- -------- -------- -------- --------
Operating income................... 14,900 20,694 25,643 34,263 41,356 44,395 5,962 9,071 9,598
Interest expense................... 9,896 9,739 6,971 263 6,378 8,042 1,522 2,026 2,535
Other (income) and expense, net.... 4,444 1,213 913 538 (7,666) (7,031) (1,735) (1,031) (986)
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income before income taxes and
extraordinary item................ 560 9,742 17,759 33,462 42,644 43,384 6,175 8,076 8,049
Provision for income taxes......... 547 3,887 7,020 13,084 16,357 17,227 2,377 3,109 3,222
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income before extraordinary item... 13 5,855 10,739 20,378 26,287 26,157 3,798 4,967 4,827
Extraordinary item(3).............. -- -- 3,843 -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net income......................... $ 13 $ 5,855 $ 6,896 $ 20,378 $ 26,287 $ 26,157 $ 3,798 $ 4,967 $ 4,827
-------- -------- -------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- -------- -------- --------
Earnings per common share assuming
full dilution..................... $ 0.00 $ 0.57 $ 0.87(4) $ 1.21 $ 1.52 $ 1.41 $ 0.22 $ 0.28 $ 0.25
Weighted average shares outstanding
assuming full dilution............ 10,645 10,229 12,411 16,853 19,809 21,066 17,131 17,856 19,113
STORE DATA:
Stores open at period end.......... 122 137 140 168 220 299(5) 180 259 338(5)
Average sales per square foot(6)... $ 193 $ 206 $ 213 $ 226 $ 218 $ 206 $ 45 $ 44 $ 43
Comparable store sales
increase(7)....................... 6% 9% 9% 7% 3% 3% 2% 10% 8%
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital.................... $ 58,680 $ 44,080 $ 74,786 $104,462 $181,816 $ -- $103,134 $169,726 $136,949
Total assets....................... 150,817 144,238 180,913 322,099 397,830 -- 321,868 463,119 601,024
Total long-term debt............... 73,168 52,983 -- 97,750 97,750 -- 97,750 97,750 97,750
Shareholders' equity............... 40,377 46,615 126,299 155,277 185,415 -- 159,075 206,596 246,515
<FN>
- ------------------------------
(1) The Company operates on a 52/53 week fiscal year ending on the Sunday
closest to January 31. For example, references to "fiscal 1993" mean the
fiscal year ended January 30, 1994. Fiscal 1990 included 53 weeks; all
other fiscal years set forth above included 52 weeks.
(2) On a pro forma basis to reflect the consummation of the Leewards
Acquisition. See "Pro Forma Combined Financial Information." Fiscal 1993
pro forma amounts do not reflect the acquisitions of Treasure House, Oregon
Craft & Floral or H&H Craft & Floral by the Company in February and April
1994 as such acquisitions were not material in the aggregate.
(3) Extraordinary item relates to the redemption premium paid for the early
retirement of the Company's 12.75% Senior Subordinated Notes, which had an
effective interest rate of 15.8%, and the accelerated amortization of
related debt issuance costs.
(4) Before extraordinary item of $3.8 million, or $0.31 per common and common
equivalent share, relating to the redemption premium paid for the early
retirement of the Company's 12.75% Senior Subordinated Notes, which had an
effective interest rate of 15.8%, and the accelerated amortization of
related debt issuance costs.
(5) Includes Michaels and Leewards stores open at period end net of 20 Leewards
stores anticipated to be closed.
(6) Calculated for stores open the entire period and based on selling square
footage.
(7) Stores are included in the calculation of comparable store sales for the
first full month following the one-year anniversary of the completion of
the grand opening sales period, which is generally the fourteenth month
after the store opening. The sales amounts for each store included in the
calculation represent the sales for the same number of months for each
period compared. The increase for fiscal 1990 was calculated on a
comparable 52-week period.
</TABLE>

17
<PAGE>
PRO FORMA COMBINED FINANCIAL INFORMATION

The accompanying unaudited pro forma combined statements of income of the
Company for the year ended January 30, 1994 and the quarter ended May 1, 1994
have been prepared as if the Leewards Acquisition, which will be accounted for
by the purchase method of accounting, occurred on February 1, 1993, the
beginning of fiscal year 1993. The accompanying unaudited pro forma combined
balance sheet of the Company as of May 1, 1994 has been prepared as if the
Leewards Acquisition occurred on that date.

The historical financial information of the Company and Leewards has been
derived from the respective historical financial statements incorporated by
reference or included herein. Certain amounts in the statements of operations of
Leewards for fiscal year 1993 and the quarter ended May 1, 1994 included in the
pro forma combined statements of income have been reclassified to conform to the
method of presentation used by Michaels. The pro forma adjustments are
preliminary and are based upon available information and assumptions that
management of the Company believes are reasonable. The unaudited pro forma
combined financial statements do not purport to represent the financial position
or results of operations which would have occurred had such transactions been
consummated on the dates indicated or the Company's financial position or
results of operations for any future date or period. These unaudited pro forma
financial statements should be read in conjunction with the historical financial
statements of the Company and Leewards.

The pro forma combined financial statements do not include the financial
statements of 1) Treasure House, which was acquired by the Company in February
1994 and will be accounted for using the pooling-of-interests method of
accounting, or 2) Oregon Craft & Floral and H&H Craft & Floral, which were
acquired as of May 1, 1994 and will be accounted for using the purchase method
of accounting, since the acquisitions are not considered material, individually
or in the aggregate, to the operating results or financial position of the
Company. Sales of Treasure House were approximately $15.6 million and $3.8
million for the year ended January 30, 1994 and the quarter ended May 1, 1994,
respectively. Combined sales of Oregon Craft & Floral and H&H Craft & Floral for
the same periods were approximately $41.8 million and $7.4 million,
respectively.

18
<PAGE>
PRO FORMA COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED JANUARY 30, 1994
(UNAUDITED)

<TABLE>
<CAPTION>
PRO
PRO FORMA FORMA
MICHAELS LEEWARDS ADJUSTMENTS TOTAL
-------- -------- ------------ --------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net sales....................................................................... $619,688 $191,136 $(30,522)(A) $780,302
Cost of sales and occupancy expense............................................. 403,869 130,638 (21,537)(A) 511,067
(1,903)(B)
Selling, general and administrative expense..................................... 174,463 57,000 (8,515)(A) 224,840
443(C)
1,449(D)
-------- -------- ------------ --------
Operating income................................................................ 41,356 3,498 (459) 44,395
Interest expense................................................................ 6,378 3,439 (1,775)(E) 8,042
Other (income) and expense, net................................................. (7,666) 635 (7,031)
-------- -------- ------------ --------
Income before income taxes...................................................... 42,644 (576) 1,316 43,384
Provision for income taxes...................................................... 16,357 (236) 1,106(F) 17,227
-------- -------- ------------ --------
Net income before non-recurring charge (J)...................................... $ 26,287 $ (340) $ 210 $ 26,157
-------- -------- ------------ --------
-------- -------- ------------ --------
Earnings per common and common equivalent share................................. $ 1.53 $ 1.41
Earnings per common share -- assuming full dilution............................. $ 1.52 $ 1.41
Weighted average common and common equivalent shares............................ 17,231 1,257 18,488
Weighted average shares assuming full dilution.................................. 19,809 1,257 21,066
</TABLE>

See accompanying Notes to Pro Forma Combined Financial Statements.

19
<PAGE>
PRO FORMA COMBINED STATEMENT OF INCOME

FOR THE QUARTER ENDED MAY 1, 1994
(UNAUDITED)

<TABLE>
<CAPTION>
PRO
PRO FORMA FORMA
MICHAELS LEEWARDS ADJUSTMENTS TOTAL
-------- -------- ------------ --------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net sales....................................................................... $159,798 $ 46,507 $ (7,000)(A) $199,305
Cost of sales and occupancy expense............................................. 103,511 33,207 (5,112)(A) 130,987
(619)(B)
Selling, general and administrative expense..................................... 47,216 14,332 (1,856)(A) 58,720
(1,334)(C)
362(D)
-------- -------- ------------ --------
Operating income................................................................ 9,071 (1,032) 1,559 9,598
Interest expense................................................................ 2,026 994 (485)(E) 2,535
Other (income) and expense, net................................................. (1,031) 45 (986)
-------- -------- ------------ --------
Income before income taxes...................................................... 8,076 (2,071) 2,044 8,049
Provision for income taxes...................................................... 3,109 (849) 962(F) 3,222
-------- -------- ------------ --------
Net income before non-recurring charge (J)...................................... $ 4,967 $ (1,222) $ 1,082 $ 4,827
-------- -------- ------------ --------
-------- -------- ------------ --------
Earnings per common and common equivalent share................................. $ 0.28 $ 0.25
Earnings per common share -- assuming full dilution............................. $ 0.28 $ 0.25
Weighted average common and common equivalent shares............................ 17,785 1,257 19,042
Weighted average shares assuming full dilution.................................. 17,856 1,257 19,113
</TABLE>

See accompanying Notes to Pro Forma Combined Financial Statements.

20
<PAGE>
PRO FORMA COMBINED BALANCE SHEET INFORMATION
MAY 1, 1994
(UNAUDITED)
ASSETS

<TABLE>
<CAPTION>
PRO
PRO FORMA FORMA
MICHAELS LEEWARDS ADJUSTMENTS TOTAL
-------- -------- ------------ --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Current assets:
Cash and equivalents.............................................................. $ 2,867 $ 3,217 $ -- $ 6,084
Marketable and other securities................................................... 67,734 -- -- 67,734
Merchandise inventories........................................................... 230,406 48,833 (6,770)(H) 272,469
Deferred income taxes............................................................. -- 523 (523)(H) 15,355
15,355(H)
Prepaid expenses and other........................................................ 21,971 5,785 (1,211)(H) 26,545
-------- -------- ------------ --------
Total current assets............................................................ 322,978 58,358 6,851 388,187
-------- -------- ------------ --------
Property and equipment, net......................................................... 87,840 18,454 (3,757)(H) 102,537
Costs in excess of net assets of acquired operations, net........................... 43,954 -- 57,948(H) 101,902
Other assets........................................................................ 8,347 6,387 (6,336)(H) 8,398
-------- -------- ------------ --------
$463,119 $ 83,199 $ 54,706 $601,024
-------- -------- ------------ --------
-------- -------- ------------ --------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable.................................................................. $ 47,741 $ 9,551 $ -- $ 57,292
Short-term bank debt.............................................................. 56,000 18,118 7,903(G) 102,649
3,667(G)
16,961(I)
Subordinated debentures........................................................... -- 16,961 (16,961)(I) --
Income taxes payable.............................................................. 4,252 -- 1,682(H) 5,934
Accrued liabilities and other..................................................... 45,259 14,572 25,532(H) 85,363
-------- -------- ------------ --------
Total current liabilities....................................................... 153,252 59,202 38,784 251,238
-------- -------- ------------ --------
Convertible subordinated notes...................................................... 97,750 -- -- 97,750
Deferred income taxes and other..................................................... 5,521 2,852 (2,852)(H) 5,521
-------- -------- ------------ --------
Total long-term liabilities..................................................... 103,271 2,852 (2,852) 103,271
-------- -------- ------------ --------
Redeemable preferred stock.......................................................... -- 29,845 (29,845)(H) --
Shareholders' equity:
Common stock...................................................................... 1,746 2 (2)(H) 1,872
126(G)
Additional paid-in capital........................................................ 126,126 733 (733)(H) 165,919
39,793(G)
Retained earnings................................................................. 78,724 (9,435) 9,435(H) 78,724
-------- -------- ------------ --------
Total shareholders' equity...................................................... 206,596 (8,700) 48,619 246,515
-------- -------- ------------ --------
$463,119 $ 83,199 $ 54,706 $601,024
-------- -------- ------------ --------
-------- -------- ------------ --------
</TABLE>

See accompanying Notes to Pro Forma Combined Financial Statements.

21
<PAGE>
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

Adjustments to the pro forma combined statement of income to reflect the
consummation of the Leewards Acquisition as of February 1, 1993 are as follows:

(A) To eliminate revenues and related operating expenses of 20
overlapping Leewards stores to be closed subsequent to the consummation of
the Leewards Acquisition. Revenues are expected to increase in nearby
Michaels stores; however, the anticipated revenue increase has not been
reflected.

(B) To eliminate nonrecurring costs, primarily rental and related
occupancy costs, associated with the Leewards distribution center, net of
incremental costs to be incurred at the Company's distribution center. Upon
consummation of the Leewards Acquisition and completion of the conversion of
the Leewards stores, the Leewards distribution center is to be closed.

(C) To adjust selling, general and administrative expense to (i) account
for pre-opening costs incurred by Leewards consistent with the Company's
accounting policy whereby pre-opening costs are expensed in the fiscal year
in which the store opens by increasing (decreasing) expense by $2.0 million
and $(840,000) for the year ended January 30, 1994 and the quarter ended May
1, 1994, respectively, and (ii) eliminate nonrecurring costs, primarily
salaries and related benefits, associated with reductions of Leewards
corporate personnel and other costs of approximately $1.6 million and
$494,000 for the year ended January 30, 1994 and the quarter ended May 1,
1994, respectively.

(D) To amortize costs in excess of net assets acquired over a 40-year
period on a straight-line basis. The Company will assess the recoverability
of costs in excess of net assets acquired annually based on existing facts
and circumstances. The Company will measure the recoverability of this asset
on an on-going basis based on projected earnings before interest,
depreciation and amortization, on an undiscounted basis. Should the
Company's assessment indicate an impairment of this asset in the future, an
appropriate write-down will be recorded.

(E) To reduce the interest expense on the Leewards indebtedness
consisting of approximately $17 million of subordinated debentures and
short-term borrowings (average outstanding borrowings approximated $11.5
million for the year ended January 30, 1994 and $16.8 million for the
quarter ended May 1, 1994) from their stated rates of 13.5% and 7.75%,
respectively, to 4.9%, which rate approximates the Company's incremental
borrowing rate for both of the periods presented. In connection with the
Leewards Acquisition, the Leewards subordinated debentures and short-term
borrowings are required to be repaid.

(F) To reflect the tax effects applicable to the above entries,
exclusive of the amortization of costs in excess of net assets acquired, at
a 40% effective tax rate.

Adjustments to the pro forma balance sheet to reflect the consummation
of the Leewards Acquisition as of May 1, 1994 are as follows:

(G) To record the costs of the Leewards Acquisition. Cash payments and
shares issued are based on a five day average stock price and closing stock
price on July 5, 1994 of $33.80 and $31.75, respectively.

<TABLE>
<C> <S> <C> <C>
1. Cash consideration paid (funded with short-
term bank debt) $ 7,903
2. Shares issued in connection with the
Leewards Acquisition (1,257,279 shares) 39,919
3. Liabilities incurred by Leewards in
connection with the Leewards Acquisition
by Michaels $ 2,867
4. Transaction costs 800 3,667
--------- ---------
Total acquisition costs $ 51,489
---------
---------
</TABLE>

22
<PAGE>
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

(H) To adjust the carrying values of the net assets acquired to
estimated fair value as of May 1, 1994 and to accrue various liabilities
assumed in connection with the Leewards Acquisition.

<TABLE>
<C> <S> <C> <C>
1. Write-down inventories to liquidate
incompatible merchandise of Leewards $ 6,770
2. Write-off deferred pre-opening costs to
conform Leewards' accounting policy to
that of Michaels 1,211
3. Write-off tradenames and other deferred
costs of Leewards 6,336
4. Accrue costs of closing Leewards' corporate
office and distribution center (including
lease termination costs, severance pay and
other costs) and costs associated with the
anticipated closing of certain Leewards'
stores (accrued closing costs relate only
to Leewards' stores) 25,532
5. Write-off of the carrying values of
leasehold improvements related to
facilities to be closed and other
adjustments to state other property and
equipment at estimated fair value 3,757
6. Record deferred tax assets related to the
above adjustments (15,355)
7. Eliminate net deferred tax liabilities of
Leewards as of the Leewards Acquisition
date (2,329)
8. Record income tax liabilities assumed by
Michaels in connection with the Leewards
Acquisition related primarily to the
termination of the LIFO method of
inventory valuation for tax reporting
purposes, net of the tax benefits related
to certain transaction costs 1,682
9. Eliminate redeemable preferred stock and
common stockholders' deficit of Leewards
as of the Leewards Acquisition date (21,145)
---------
Excess of fair value of liabilities over
net
assets acquired 6,459
Total acquisition costs 51,489
---------
Costs in excess of the net assets acquired $ 57,948
---------
---------
</TABLE>

(I) To reflect additional borrowings on Michaels' credit facility to
fund the required repayment of the Leewards subordinated notes in connection
with the Leewards Acquisition.

(J) The Company intends to implement a plan to reconfigure the Leewards
stores to be more consistent with the merchandising strategy of Michaels.
The Company expects to incur a one-time pretax charge in connection with the
reconfiguration of the Leewards stores of approximately $3.2 million.

23
<PAGE>
SELLING STOCKHOLDERS

The following table sets forth certain information regarding the Selling
Stockholders' beneficial ownership of the Company's Common Stock and as adjusted
to reflect the sale by the Company and the Selling Stockholders of the Common
Stock offered pursuant to the Common Stock Offering:

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED PRIOR TO
THE COMMON STOCK SHARES BENEFICIALLY OWNED AFTER
OFFERING THE COMMON STOCK OFFERING
--------------------- NUMBER OF SHARES --------------------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT(1) BEING OFFERED NUMBER PERCENT(1)
- ---------------------------------------- --------- ---------- ---------------- ------------------- ----------
<S> <C> <C> <C> <C> <C>
The Teachers' Retirement System of the
State of Illinois...................... 261,277 1.4% 52,250 209,027 1.0%
Frontenac Venture V Limited
Partnership............................ 179,982 1.0 36,000 143,982 *
GIPEN & Co.............................. 40,004 * 40,004 -- *
MONY Life Insurance Company of
America................................ 13,309 * 13,309 -- *
The Mutual Life Insurance Company of New
York................................... 168,967 * 168,967 -- *
John A. Popple.......................... 32,932 * 16,466 16,466 *
Prudential-Bache Capital Partners II,
L.P.................................... 58,435 * 29,217 29,218 *
-- --
--------- -------- --------
Total................................. 754,906 4.0% 356,213 398,693 1.9%
-- --
-- --
--------- -------- --------
--------- -------- --------
<FN>
- ------------------------
* less than 1%

(1) Percentage based on the Company's Common Stock outstanding.
</TABLE>

Each of the Selling Stockholders acquired the shares listed in the table
above pursuant to the Leewards Acquisition in exchange for shares of capital
stock of Leewards owned by it. Pursuant to the merger agreement with Leewards,
Michaels agreed that in the event Michaels engaged in an underwritten public
offering of Common Stock after the merger the Leewards stockholders would be
offered the opportunity to include in the underwritten public offering the
shares of Common Stock received by them in the merger. The Leewards stockholders
have indicated that they will sell 356,213 shares in the Common Stock Offering.
This right to include shares will expire upon consummation of the Common Stock
Offering. The Company is obligated to cause a "shelf" registration to be filed
on behalf of Leewards' stockholders and to cause the registration statement to
remain effective for a period of three years following the closing of the
acquisition with respect to the shares of Michaels Common Stock issued to the
Leewards stockholders but not sold in the Common Stock Offering. All of
Leewards' stockholders who received shares of Common Stock in the acquisition
have agreed not to offer, sell, pledge or otherwise dispose of, directly or
indirectly, any shares of Common Stock received in connection with the
acquisition without the prior written consent of CS First Boston Corporation for
a period of 90 days after the date of this Prospectus, except for the shares
being sold in this Common Stock Offering and except that such stockholders may
dispose of such shares in a transaction not involving a public distribution if
the transferee executes a similar agreement. See "Underwriting."

24
<PAGE>
DESCRIPTION OF CAPITAL STOCK

Michaels is authorized to issue 50,000,000 shares of Common Stock, par value
$0.10 per share, and 2,000,000 shares of Preferred Stock, par value $0.10 per
share. As of July 11, 1994, 18,750,229 shares of Common Stock were outstanding
(excluding 50,773 shares held by wholly-owned subsidiaries of the Company) and
no shares were held in treasury, and no shares of Preferred Stock were
outstanding. The outstanding shares of Common Stock are, and the shares offered
hereby will be, when issued, fully paid and nonassessable.

COMMON STOCK

Holders of the Common Stock are entitled to one vote per share on all
matters submitted to a vote of shareholders. Shares of Common Stock do not have
cumulative voting rights, which means that the holders of a majority of the
shares voting for the election of the Board of Directors can elect all members
of the Board of Directors. Upon any liquidation, dissolution or winding up of
the Company, holders of Common Stock are entitled to receive pro rata all of the
assets of the Company available for distribution to shareholders, subject to any
prior rights of holders of any outstanding Preferred Stock. Shareholders do not
have any preemptive rights to subscribe for or purchase any stock, obligations,
warrants or other securities of the Company.

Holders of record of shares of Common Stock are entitled to receive
dividends when and if declared by the Board of Directors out of funds of the
Company legally available therefor. Michaels has never paid dividends on its
Common Stock. The Company's present policy is to retain earnings for the
foreseeable future for use in the Company's business and the financing of its
growth. However, such policy is subject to the discretion of the Board of
Directors. The Company's credit facility contains certain restrictions on the
Company's ability to pay dividends.

PREFERRED STOCK

The Board of Directors of the Company is authorized to issue Preferred Stock
in one or more series and to fix the voting rights, liquidation preferences,
dividend rates, conversion rights, redemption rights and terms, including
sinking fund provisions, and certain other rights and preferences. The issuance
of Preferred Stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, adversely
affect the voting power of the holders of the Common Stock and, under certain
circumstances, make it more difficult for a third party to gain control of the
Company.

TRANSFER AGENT

The transfer agent for the Common Stock is Society National Bank.

CERTAIN SPECIAL FEDERAL TAX CONSIDERATIONS
FOR NON-UNITED STATES HOLDERS

The following is a general discussion of certain special United States
federal income and estate tax considerations relevant to non-United States
holders of the Common Stock, but does not purport to be a complete analysis of
all the potential tax considerations relating thereto.

As used herein, "non-United States holder" means a corporation, individual
or partnership that is, as to the United States, a foreign corporation, a
nonresident alien individual or a foreign partnership, and any estate or trust
if such estate or trust is not subject to United States taxation on income from
sources without the United States that is not effectively connected with the
conduct of a trade or business within the United States.

This discussion is based upon the Code, Treasury Regulations, IRS rulings
and judicial decisions now in effect, all of which are subject to change
(possibly with retroactive effect) or different interpretations. This discussion
does not purport to deal with all aspects of federal income and estate taxation
that may be relevant to a particular non-United States holder's decision to
purchase the Common Stock.

25
<PAGE>
ALL PROSPECTIVE NON-UNITED STATES HOLDERS OF THE COMMON STOCK ARE ADVISED TO
CONSULT THEIR OWN TAX ADVISORS REGARDING THE UNITED STATES FEDERAL, STATE, LOCAL
AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
COMMON STOCK.

DIVIDENDS

Dividends paid to a non-United States holder of the Common Stock will be
subject to withholding of United States federal income tax at a 30% rate or such
lower rate as may be specified by an applicable income tax treaty. Currently,
dividends paid to an address in a foreign country are presumed to be paid to a
resident of such country in determining the applicability of a treaty for such
purposes. However, proposed Treasury Regulations which have not been finally
adopted would require non-United States holders to satisfy certain certification
and other requirements to obtain the benefit of any applicable income tax treaty
providing for a lower rate of withholding tax on dividends.

Except as may be otherwise provided in an applicable income tax treaty, a
non-United States holder will be taxed at ordinary federal income tax rates (on
a net income basis) on dividends that are effectively connected with the conduct
of a trade or business of such non-United States holder within the United States
and might not be subject to the withholding tax described above. If such
non-United States holder is a foreign corporation, it may also be subject to a
United States branch profits tax at a 30% rate or such lower rate as may be
specified by any applicable income tax treaty. Non-United States holders must
comply with certain certification and disclosure requirements to claim treaty
benefits or an exemption from withholding tax under the foregoing rules.

DISPOSITION OF COMMON STOCK

Non-United States holders generally will not be subject to United States
federal income tax in respect of gain recognized on a disposition of the Common
Stock unless (i) the gain is effectively connected with a trade or business
conducted by the non-United States holder within the United States (in which
case the branch profits tax described under "Dividends" above may also apply if
the holder is a foreign corporation), (ii) in the case of a non-United States
holder who is a nonresident alien individual and holds the Common Stock as a
capital asset, such holder is present in the United States for 183 or more days
in the taxable year of the disposition and either the income from the
disposition is attributable to an office or other fixed place of business
maintained by the holder in the United States or the holder has a "tax home" in
the United States (within the meaning of the Code), or (iii) the Company is or
has been a "United States real property holding corporation" and certain other
requirements are met. The Company does not believe it has been or is currently,
and does not anticipate becoming, a United States real property holding
corporation.

FEDERAL ESTATE TAXES

Common Stock that is owned or treated as being owned by a non-United States
holder who is a natural person (as determined for United States federal estate
tax purposes) at the time of death will be included in such holder's gross
estate for United States federal estate tax purposes, unless an applicable
estate tax treaty provides otherwise. Common Stock that has been transferred by
such a non-United States holder in a "generation-skipping transfer" may be
subject to a generation-skipping transfer tax in addition to estate tax.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

United States information reporting requirements and 31% backup withholding
tax generally will not apply to dividends paid on the Common Stock if the
dividends are subject to either the 30% withholding tax or such lower rate as
may be specified by an applicable income tax treaty, or are exempt from such
withholding tax under the rules discussed above relating to dividends that are
effectively connected with the conduct of a trade or business of such holder
within the United States, or are paid to a non-United States holder at an
address outside the United States provided that the holder certifies to its
non-United States status on the appropriate form and the payer has no actual
knowledge that the holder is a United States person. As a general matter,
information reporting and

26
<PAGE>
backup withholding will also not apply to a payment of the proceeds of a sale
effected outside the United States of Common Stock by a foreign office of a
foreign broker. However, information reporting requirements (but under current
proposed Treasury regulations not backup withholding) will apply to a payment of
the proceeds of a sale effected outside the United States of Common Stock by a
foreign office of a broker that (i) is a United States person, (ii) is a foreign
person that derives 50% or more of its gross income for certain periods from the
conduct of a trade or business in the United States, or (iii) is a "controlled
foreign corporation" (generally, a foreign corporation controlled by United
States shareholders) with respect to the United States, unless the broker has
documentary evidence in its records that the holder is a non-United States
holder and certain conditions are met, or the holder otherwise establishes an
exemption. Payment by a United States office of a broker of the proceeds of a
sale of Common Stock is subject to both backup withholding and information
reporting unless the holder certifies to the payor in the manner required as to
its non-United States status under penalties of perjury or otherwise establishes
an exemption.

A non-United States holder may obtain a refund of any excess amounts
withheld under the backup withholding rules by filing an appropriate claim for
refund with the IRS.

27
<PAGE>
UNDERWRITING

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated July 13, 1994 (the "U.S. Underwriting Agreement"), the
underwriters named below (the "U.S. Underwriters"), for whom CS First Boston
Corporation, Robertson, Stephens & Company, L.P. and Nomura Securities
International, Inc. are acting as representatives (the "Representatives"), have
severally but not jointly agreed to purchase from the Company and the Selling
Stockholders the following respective numbers of U.S. Shares:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER U.S. SHARES
- ------------------------------------------------------------------------------------------ ------------
<S> <C>
CS First Boston Corporation............................................................... 582,485
Robertson, Stephens & Company, L.P........................................................ 465,988
Nomura Securities International, Inc...................................................... 116,497
Black & Company, Inc...................................................................... 80,000
J.C. Bradford & Co........................................................................ 80,000
Edward D. Jones & Co...................................................................... 80,000
C.J. Lawrence/Deutsche Bank Securities Corporation........................................ 80,000
Piper Jaffray Inc......................................................................... 80,000
Principal Financial Securities, Inc....................................................... 80,000
Rauscher Pierce Refsnes, Inc.............................................................. 80,000
Southcoast Capital Corporation............................................................ 80,000
Stephens Inc.............................................................................. 80,000
------------
Total................................................................................. 1,884,970
------------
------------
</TABLE>

The U.S. Underwriting Agreement provides that the obligations of the U.S.
Underwriters are subject to certain conditions precedent and that the U.S.
Underwriters will be obligated to purchase all the U.S. Shares offered hereby if
any are purchased. The U.S. Underwriting Agreement provides that, in the event
of a default by a U.S. Underwriter, in certain circumstances, the purchase
commitments of non-defaulting U.S. Underwriters may be increased or the U.S.
Underwriting Agreement may be terminated.

The Company and the Selling Stockholders have entered into a Subscription
Agreement (the "Subscription Agreement") with the Managers of the International
Offering (the "Managers") providing for the concurrent offer and sale of the
International Shares outside the United States and Canada. The closing of the
U.S. Offering is a condition to the closing of the International Offering and
vice versa. The Managers named below have, pursuant to the Subscription
Agreement, severally and not jointly, agreed with the Company and the Selling
Stockholders to subscribe and pay for the following respective numbers of
International Shares:

<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL
MANAGER SHARES
- ------------------------------------------------------------------------------------------ ------------
<S> <C>
CS First Boston Limited................................................................... 212,059
Robertson, Stephens & Company, L.P........................................................ 169,647
Nomura International plc.................................................................. 42,411
Cazenove & Co............................................................................. 23,563
Credit Lyonnais Securities................................................................ 23,563
------------
Total................................................................................. 471,243
------------
------------
</TABLE>

The Subscription Agreement provides that the obligations of the Managers are
such that, subject to certain conditions precedent, the Managers will be
obligated to purchase all the International Shares if any are purchased. The
Subscription Agreement provides that, in the event of a default by a Manager, in
certain circumstances the purchase commitments of the non-defaulting managers
may be increased or the Subscription Agreement may be terminated.

28
<PAGE>

The Company has granted to the U.S. Underwriters and the Managers an option,
exercisable by CS First Boston Corporation, expiring at the close of business on
the 30th day after the date of the initial public offering of the Common Stock
offered hereby, to purchase up to 353,432 additional shares at the public
offering price, less the underwriting discounts and commissions, all as set
forth on the cover page of this Prospectus. The U.S. Underwriters and the
Managers may exercise such option only to cover over-allotments in the sale of
the shares of Common Stock offered hereby. To the extent that this option to
purchase is exercised, each U.S. Underwriter and each Manager will become
obligated, subject to certain conditions, to purchase approximately the same
percentage of additional shares being sold to the U.S. Underwriters and the
Managers as the number of U.S. Shares set forth next to such U.S. Underwriter's
name in the preceding table bears to the total number of U.S. Shares in such
table and as the number set forth next to such Manager's name in the
corresponding table in the prospectus relating to the International Offering
bears to the total number of International Shares in such table.

The Company and the Selling Stockholders have been advised by the
Representatives that the U.S. Underwriters propose to offer the U.S. Shares in
the United States and Canada to the public initially at the public offering
price set forth on the cover page of this Prospectus and, through the
Representatives, to certain dealers at such price less a concession of $0.98 per
share, that the Underwriters and such dealers may allow a discount of $0.10 per
share on sales to certain other dealers, and that after the initial public
offering, the public offering price and concession and discount to dealers may
be changed by the Representatives.

In connection with the Common Stock Offering, CS First Boston Corporation
and certain of the U.S. Underwriters, Managers and selling group members (if
any) and their respective affiliates may engage in passive market making
transactions in the Common Stock on The Nasdaq Stock Market in accordance with
Rule 10b-6A under the Exchange Act during a period before commencement of offers
or sales of the Common Stock offered hereby. The passive market making
transactions must comply with applicable volume and price limits and be
identified as such.

The public offering price, the aggregate underwriting discounts and
commissions per share and per share concession and discount to dealers for the
U.S. Offering and the concurrent International Offering will be identical.
Pursuant to an Agreement between the U.S. Underwriters and the Managers (the
"Agreement Between") relating to the Common Stock Offering, changes in the
public offering price, concession and discount to dealers will be made only upon
the mutual agreement of CS First Boston Corporation, as representative of the
U.S. Underwriters, and CS First Boston Limited ("CSFBL"), on behalf of the
Managers.

Pursuant to the Agreement Between, each of the U.S. Underwriters has agreed
that, as part of the distribution of the U.S. Shares and subject to certain
exceptions, (a) it is not purchasing any shares of Common Stock for the account
of anyone other than a U.S. or Canadian Person (as defined below) and (b) it has
not offered or sold, and will not offer to sell, directly or indirectly, any
shares of Common Stock or distribute any prospectus relating to the Common Stock
to any person outside the United States or Canada or to anyone other than a U.S.
or Canadian Person nor to any dealer who does not so agree. Each of the Managers
has agreed or will agree that, as part of the distribution of the International
Shares and subject to certain exceptions, (i) it is not purchasing any shares of
Common Stock for the account of any U.S. or Canadian Person and (ii) it has not
offered or sold, and will not offer or sell, directly or indirectly, any shares
of Common Stock or distribute any prospectus relating to the Common Stock in the
United States or Canada or to any U.S. or Canadian Person nor to any dealer who
does not so agree. The foregoing limitations do not apply to stabilization
transactions or to transactions between the U.S. Underwriters and the Managers
pursuant to the Agreement Between. As used herein, "United States" means the
United States of America (including the States and the District of Columbia),
its territories, possessions and other areas subject to its jurisdiction,
"Canada" means Canada, its provinces, territories, possessions and other areas
subject to its jurisdiction, and "U.S. or Canadian Person" means a citizen or
resident of the United States or Canada, or a corporation, partnership or other
entity created or organized in or under the laws of the United States or

29
<PAGE>
Canada (other than a foreign branch of such an entity) or an estate or trust the
income of which is subject to United States or Canadian federal income taxation,
regardless of its source of income, and includes any United States or Canadian
branch of a non-U.S. or non-Canadian Person.

Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the Managers of such number of shares of Common Stock as may be
mutually agreed upon. The price of any shares so sold will be the initial public
offering price, less such amount as may be mutually agreed upon by CS First
Boston Corporation, as representative of the U.S. Underwriters, and CSFBL, on
behalf of the Managers, but not exceeding the selling concession applicable to
such shares. To the extent there are sales between the U.S. Underwriters and the
Managers pursuant to the Agreement Between, the number of shares of Common Stock
initially available for sale by the U.S. Underwriters or by the Managers may be
more or less than the amount appearing on the cover page of this Prospectus.
There are no limits on the number of shares of Common Stock that may be sold
between the U.S. Underwriters and the Managers. Neither the U.S. Underwriters
nor the Managers are obligated to purchase from the other any unsold shares of
Common Stock.

This Prospectus may also be used in connection with resales of International
Shares in the United States by dealers.

The Company and certain of its directors, executive officers and
shareholders have agreed not to offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Securities and
Exchange Commission a registration statement under the Securities Act relating
to, any additional shares of its Common Stock or securities convertible or
exchangeable into or exercisable for any shares of its Common Stock without the
prior written consent of CS First Boston Corporation for a period of 90 days
after the date of this Prospectus other than (a) issuances and sales by the
Company of Common Stock in accordance with the terms of certain of the Company's
benefit plans, (b) issuances of Common Stock by the Company upon the conversion
of securities or the exercise of warrants outstanding at the date of this
Prospectus and (c) the filing of a registration statement to permit the resale
of shares of Common Stock by the Leewards stockholders. See "Selling
Stockholders." The stockholders of Leewards have agreed not to offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, any
shares of Common Stock received in connection with the acquisition without the
prior written consent of CS First Boston Corporation for a period of 90 days
after the date of this Prospectus except for the shares being sold in this
Common Stock Offering and except that such stockholders may dispose of such
shares in a transaction not involving a public distribution if the transferee
executes a similar agreement.

The Company and the Selling Stockholders have agreed to indemnify the U.S.
Underwriters and the Managers against certain liabilities, including civil
liabilities under the Securities Act, or to contribute to payments that the U.S.
Underwriters and the Managers may be required to make in respect thereof.

Certain of the U.S. Underwriters and Managers and their affiliates have from
time to time performed, and continue to perform, various investment banking and
commercial banking services for the Company, for which customary compensation
has been received.

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the Common Stock in Canada is being made only on a
private placement basis exempt from the requirement that the Company prepare and
file a prospectus with the securities regulatory authorities in each province
where trades of Common Stock are effected. Accordingly, any resale of the Common
Stock in Canada must be made in accordance with applicable securities laws which
will vary depending on the relevant jurisdiction, and which may require resales
to be made in accordance with available statutory exemptions or pursuant to a
discretionary exemption granted by the applicable Canadian securities regulatory
authority. Purchasers are advised to seek legal advice prior to any resale of
the Common Stock.

30
<PAGE>
REPRESENTATIONS OF PURCHASERS

Each purchaser of Common Stock in Canada who receives a purchase
confirmation will be deemed to represent to the Company, the Selling
Stockholders and the dealer from whom such purchase confirmation is received
that (i) such purchaser is entitled under applicable provincial securities laws
to purchase such Common Stock without the benefit of a prospectus qualified
under such securities laws, (ii) where required by law, that such purchaser is
purchasing as principal and not as agent, and (iii) such purchaser has reviewed
the text under "Resale Restrictions."

RIGHTS OF ACTION AND ENFORCEMENT
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the SECURITIES ACT (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. Federal securities laws.

All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Ontario purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgment obtained in Canadian courts against such issuer or
persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of Common Stock to whom the SECURITIES ACT (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
Common Stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #88/5, a copy of which may be obtained from the Company. Only one such
report must be filed in respect of Common Stock acquired on the same date and
under the same prospectus exemption.

LEGAL MATTERS

The validity of the Common Stock offered hereby and the issuance thereof
have been passed upon for the Company by Jackson & Walker, L.L.P., Dallas, Texas
and for the Underwriters by Fulbright & Jaworski L.L.P., Dallas, Texas. Michael
C. French, a partner in Jackson & Walker, L.L.P., is a director of the Company.

EXPERTS

The consolidated financial statements of Michaels Stores, Inc. appearing or
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended January 30, 1994, have been audited by Ernst & Young, independent
auditors, as set forth in their report thereon incorporated by reference therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

The financial statements of Leewards Creative Crafts, Inc. at January 30,
1994 and January 31, 1993, and for each of the years ended January 30, 1994, and
January 31, 1993 appearing elsewhere herein have been audited by Deloitte &
Touche, independent auditors, as set forth in their report thereon appearing
elsewhere herein, which report expresses an unqualified opinion and includes an
explanatory paragraph relating to the Agreement and Plan of Merger whereby
Leewards Creative Crafts, Inc. will become a subsidiary of Michaels Stores,
Inc., and are included in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

31
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
INDEPENDENT AUDITORS' REPORT............................................................................... F-2
FINANCIAL STATEMENTS FOR THE YEARS ENDED JANUARY 31, 1993, JANUARY 30, 1994 AND (UNAUDITED) FOR THE THREE
MONTHS ENDED MAY 2, 1993 AND MAY 1, 1994
Balance Sheets........................................................................................... F-3
Statements of Operations................................................................................. F-5
Statements of Redeemable Preferred Stock and Common Stockholders' Equity................................. F-6
Statements of Cash Flows................................................................................. F-7
Notes to Financial Statements............................................................................ F-8
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

Board of Directors
Leewards Creative Crafts, Inc.
Elgin, Illinois

We have audited the accompanying balance sheets of Leewards Creative Crafts,
Inc. as of January 31, 1993 and January 30, 1994 and the related statements of
operations, of redeemable preferred stock and common stockholders' equity, and
of cash flows for the years then ended. 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, such financial statements present fairly, in all material
respects, the financial position of Leewards Creative Crafts, Inc. as of January
31, 1993 and January 30, 1994 and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

As discussed in Note 11, the Company has entered into an Agreement and Plan
of Merger (the "Agreement") whereby it will become a wholly owned subsidiary of
Michaels Stores, Inc. ("Michaels"). The Agreement also provides that
simultaneously with the merger closing, Michaels shall cause the Company to
repay its long-term debt.

DELOITTE & TOUCHE
Chicago, Illinois
March 4, 1994
(May 11, 1994 as to Note 11)

F-2
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
BALANCE SHEETS
(IN 000'S EXCEPT SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30, MAY 1,
1993 1994 1994
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents.................................... $ 2,619 $ 2,946 $ 3,217
Accounts receivable, net of allowance for doubtful accounts
of $3, $2 and $2, respectively.............................. 654 1,372 1,008
Merchandise inventories...................................... 37,530 53,090 48,833
Prepaid expenses and other current assets.................... 2,745 3,898 4,777
Deferred income taxes........................................ 495 343 523
----------- ----------- -----------
Total current assets..................................... 44,043 61,649 58,358
PROPERTY AND EQUIPMENT:
Land......................................................... 733 732 732
Buildings and improvements................................... 972 987 1,009
Leasehold improvements....................................... 5,169 6,918 6,975
Machinery and equipment...................................... 13,860 20,822 20,731
Construction in progress..................................... 20 84 397
----------- ----------- -----------
20,754 29,543 29,844
Less accumulated depreciation and amortization............... 8,631 10,598 11,390
----------- ----------- -----------
Property and equipment -- net............................ 12,123 18,945 18,454
OTHER ASSETS:
Trade name, less accumulated amortization of $719, $871 and
$908, respectively.......................................... 5,340 5,188 5,151
Other intangibles, less accumulated amortization of $11,113,
$11,557 and $11,629, respectively........................... 1,040 596 524
Deferred financing costs, less accumulated amortization of
$2,299, $2,687 and $2,740, respectively..................... 892 656 603
Notes receivable............................................. -- 70 --
Miscellaneous assets......................................... 7 7 109
----------- ----------- -----------
Total other assets....................................... 7,279 6,517 6,387
----------- ----------- -----------
TOTAL.......................................................... $ 63,445 $ 87,111 $ 83,199
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

See notes to financial statements.

F-3
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
BALANCE SHEETS
(IN 000'S EXCEPT SHARE DATA)

LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30, MAY 1,
1993 1994 1994
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT LIABILITIES:
Accounts payable............................................. $ 9,147 $ 15,157 $ 9,551
Accrued expenses............................................. 11,193 12,851 13,673
Taxes other than income taxes................................ 798 712 899
Current maturities of long-term debt......................... 7,348 17,602 20,195
Long-term debt classified as current (Note 4)................ -- 14,884 14,884
Income taxes payable......................................... 1,098 -- --
----------- ----------- -----------
Total current liabilities................................ 29,584 61,206 59,202
LONG-TERM DEBT................................................. 16,961 -- --
DEFERRED INCOME TAXES.......................................... 3,926 3,538 2,852
----------- ----------- -----------
Total liabilities........................................ 50,471 64,744 62,054
COMMITMENTS AND CONTINGENCIES (Note 10)
REDEEMABLE PREFERRED STOCK:
Class A Cumulative Exchangeable Senior Preferred Stock, $0.01
par value; shares authorized: 1993 -- 2,135; 1994 -- 4,000;
shares outstanding: 1993 -- 2,135; 1994 -- 2,349............ 9 10 68
Class B Cumulative Exchangeable Senior Preferred Stock, $0.01
par value; shares authorized: 1993 -- 2,514; 1994 -- 4,700;
shares outstanding: 1993 -- 2,514; 1994 -- 2,765............ 10 11 80
Exchangeable Preferred Stock, $0.01 par value; shares
authorized: 1993 -- 393,472; 1994 -- 800,000; shares
outstanding: 1993 -- 393,472; 1994 -- 427,322 and 470,054,
respectively................................................ 255 325 4
Class C Senior Convertible Preferred Stock, $0.01 par value;
562,500 shares authorized: 549,629 shares outstanding....... 5 5 5
Class D Senior Convertible Preferred Stock, $0.01 par value;
shares authorized: 1994 -- 194,050; shares outstanding,
194,035..................................................... -- 2 2
Class E Senior Convertible Preferred Stock, $0.01 par value;
shares authorized and outstanding: 1994 -- 129,712.......... -- 1 1
Undesignated Preferred Stock, $0.01 par value; shares
authorized and outstanding: 1993 -- 2,039,379; 1994 --
1,605,038; 0 shares issued..................................
Additional paid-in capital................................... 18,579 29,229 29,685
----------- ----------- -----------
Total redeemable preferred stock......................... 18,858 29,583 29,845
COMMON STOCKHOLDERS' DEFICIENCY:
Common stock, $0.01 par value; shares authorized: 1993 --
2,800,000; 1994 -- 4,000,000; shares outstanding: 78,281.... 1 1 1
Class B Common Stock, $0.01 par value; shares authorized:
1993 -- 200,000; 1994 -- 300,000; shares outstanding:
73,275...................................................... 1 1 1
Class C Common Stock, $0.01 par value; shares authorized:
1994 -- 600,000; 0 shares issued............................
Additional paid-in capital................................... 746 733 733
Deficit...................................................... (6,632) (7,951) (9,435)
----------- ----------- -----------
Common stockholders' deficiency.......................... (5,884) (7,216) (8,700)
----------- ----------- -----------
TOTAL.......................................................... $ 63,445 $ 87,111 $ 83,199
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

See notes to financial statements.

F-4
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
STATEMENTS OF OPERATIONS
(IN 000'S)

<TABLE>
<CAPTION>
YEAR ENDED QUARTER ENDED
------------------------ --------------------
JANUARY 31, JANUARY 30, MAY 2, MAY 1,
1993 1994 1993 1994
----------- ----------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET SALES....................................................... $ 169,014 $ 190,261 $ 39,064 $ 46,246
COST OF SALES................................................... 86,431 99,093 19,615 24,252
----------- ----------- --------- ---------
82,583 91,168 19,449 21,994
OPERATING EXPENSES:
Selling and delivery.......................................... 63,845 76,219 16,288 19,483
General and administrative.................................... 5,754 6,900 1,511 1,801
Amortization of deferred pre-opening expenses................. 1,092 1,387 105 840
Depreciation and amortization................................. 3,431 3,549 834 954
----------- ----------- --------- ---------
74,122 88,055 18,738 23,078
----------- ----------- --------- ---------
OPERATING EARNINGS (LOSS)....................................... 8,461 3,113 711 (1,084)

OTHER INCOME (EXPENSE):
Restructuring expenses (Notes 1, 4 and 6)..................... (1,632) (24) -- (12)
Gain (loss) on asset disposal................................. 503 (226) -- 19
Other......................................................... 22 -- -- --
Interest expense:
Related parties............................................. (2,137) (2,285) (572) (572)
Other....................................................... (1,759) (1,154) (218) (422)
----------- ----------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES............................... 3,458 (576) (79) (2,071)

INCOME TAXES
Currently payable............................................. 1,159 93 -- --
Deferred income taxes (benefit)............................... 394 (329) (32) (849)
----------- ----------- --------- ---------
1,553 (236) (32) (849)
----------- ----------- --------- ---------
NET INCOME (LOSS)............................................... $ 1,905 $ (340) $ (47) $ (1,222)
----------- ----------- --------- ---------
----------- ----------- --------- ---------
</TABLE>

See notes to financial statements.

F-5
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
STATEMENTS OF REDEEMABLE PREFERRED STOCK AND COMMON STOCKHOLDERS' EQUITY
(IN 000'S)
<TABLE>
<CAPTION>
REDEEMABLE PREFERRED STOCK
-------------------------------------------------------------------------------------------------
EXCHANGEABLE ADDITIONAL
EXCHANGEABLE EXCHANGEABLE PREFERRED CONVERTIBLE CONVERTIBLE CONVERTIBLE PAID-IN
CLASS A CLASS B STOCK CLASS C CLASS D CLASS E CAPITAL
------------ ------------ ------------ ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, FEBRUARY 2, 1992..... $ 439 $ 759 $ 371 $-- -$- -$- $ 5,890
Amortization of issuance
fees....................... -- -- -- -- -- -- 56
Class A, Class B and
exchangeable preferred
dividends accrued.......... 330 390 447 -- -- -- --
Sale of Class C preferred
stock...................... -- -- -- $ 30 -- -- 10,146
Sale of common stock........ -- -- -- -- -- -- --
Repurchase and cancellation
of outstanding shares...... -- -- -- -- -- -- --
Paid-in-kind dividend....... (760) (1,139) (563) -- -- -- 2,462
Reverse split-common stock
and Class C preferred...... -- -- -- (25) -- -- 25
Repurchase options.......... -- -- -- -- -- -- --
Net income.................. -- -- -- -- -- -- --
------ ------------ ------ ----------- ----- ----- ----------
BALANCE, JANUARY 31, 1993..... 9 10 255 5 -- -- 18,579
Amortization of issuance
fees....................... -- -- -- -- -- -- 104
Class A, Class B and
Exchangeable preferred
dividends accrued.......... 215 252 408 -- -- -- --
Sale of Class D preferred
stock...................... -- -- -- -- 2 -- 5,840
Sale of Class E preferred
stock...................... -- -- -- -- -- 1 3,903
Paid-in-kind dividend, May
1, 1993.................... -- -- (338) -- -- -- 338
Repurchase options.......... -- -- -- -- -- -- --
Paid-in-kind dividend,
January 15, 1994........... (214) (251) -- -- -- -- 465
Net loss.................... -- -- -- -- -- -- --
------ ------------ ------ ----------- ----- ----- ----------
BALANCE, JANUARY 30, 1994 10 11 325 5 2 1 29,229
(UNAUDITED):
Net loss.................... -- -- -- -- -- -- --
Amortization of issuance
fees....................... -- -- -- -- -- -- 29
Class A, Class B and
Exchangeable preferred
dividends accrued.......... 58 69 106 -- -- -- --
Paid-in-kind dividend, May
1, 1994.................... -- -- (427) -- -- -- 427
------ ------------ ------ ----------- ----- ----- ----------
BALANCE, MAY 1, 1994.......... $ 68 $ 80 $ 4 $ 5 $ 2 $ 1 $29,685
------ ------------ ------ ----------- ----- ----- ----------
------ ------------ ------ ----------- ----- ----- ----------

<CAPTION>
COMMON STOCKHOLDERS' EQUITY
--------------------------------------
CLASS ADDITIONAL
COMMON B PAID-IN
STOCK COMMON CAPITAL DEFICIT
------ ------ ---------- -------
<S> <C> <C> <C> <C>
BALANCE, FEBRUARY 2, 1992..... $5 $5 $1,190 $(7,314)
Amortization of issuance
fees....................... -- -- -- (56)
Class A, Class B and
exchangeable preferred
dividends accrued.......... -- -- -- (1,167)
Sale of Class C preferred
stock...................... -- -- -- --
Sale of common stock........ -- -- 100 --
Repurchase and cancellation
of outstanding shares...... (1) -- (527) --
Paid-in-kind dividend....... -- -- -- --
Reverse split-common stock
and Class C preferred...... (3) (4) 7 --
Repurchase options.......... -- -- (24) --
Net income.................. -- -- -- 1,905
-- --
---------- -------
BALANCE, JANUARY 31, 1993..... 1 1 746 (6,632)
Amortization of issuance
fees....................... -- -- -- (104)
Class A, Class B and
Exchangeable preferred
dividends accrued.......... -- -- -- (875)
Sale of Class D preferred
stock...................... -- -- -- --
Sale of Class E preferred
stock...................... -- -- -- --
Paid-in-kind dividend, May
1, 1993.................... -- -- -- --
Repurchase options.......... -- -- (13) --
Paid-in-kind dividend,
January 15, 1994........... -- -- -- --
Net loss.................... -- -- -- (340)
-- --
---------- -------
BALANCE, JANUARY 30, 1994 1 1 733 (7,951)
(UNAUDITED):
Net loss.................... -- -- -- (1,222)
Amortization of issuance
fees....................... -- -- -- (29)
Class A, Class B and
Exchangeable preferred
dividends accrued.......... -- -- -- (233)
Paid-in-kind dividend, May
1, 1994.................... -- -- -- --
-- --
---------- -------
BALANCE, MAY 1, 1994.......... $1 $1 $ 733 $(9,435)
-- --
-- --
---------- -------
---------- -------
</TABLE>

See notes to financial statements.

F-6
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
STATEMENTS OF CASH FLOWS
(IN 000'S)

<TABLE>
<CAPTION>
YEAR ENDED QUARTER ENDED
------------------------- --------------------
JANUARY 31, JANUARY 30, MAY 2,
1993 1994 1993 MAY 1, 1994
----------- ----------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................................ $ 1,905 $ (340) $ (47) $ (1,222)
Adjustments to reconcile net income (loss) to net cash flows from
operating activities:
Depreciation and amortization.......................................... 3,290 3,549 834 954
Deferred income taxes.................................................. 503 (236) (64) (1,209)
Loss (gain) on disposal of fixed assets................................ (503) 226 -- (19)
Changes in:
Accounts receivable.................................................. 521 (718) (202) 707
Merchandise inventories.............................................. 6,969 (15,560) (272) 4,257
Prepaid expenses and other current assets............................ 1,303 (1,153) 47 (879)
Accounts payable..................................................... (11,952) 6,010 306 (5,606)
Accrued expenses and other liabilities............................... (448) 4 (2,475) (447)
Taxes other than income.............................................. (46) (86) 100 187
Notes receivable..................................................... 88 (70) -- --
Miscellaneous assets................................................. (1) -- (154) (32)
----------- ----------- ------- -----------
Net cash flows from operating activities........................... 1,629 (8,374) (1,927) (3,309)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment....................................... (1,141) (9,670) (872) (282)
Proceeds from sale of property........................................... 1,503 57 -- --
----------- ----------- ------- -----------
Net cash flows from investing activities........................... 362 (9,613) (872) (282)

CASH FLOWS FROM FINANCING ACTIVITIES:
Financing fees paid for restructuring revolving and term credit
agreements.............................................................. (433) (152) (8) --
Proceeds from issuance of stock.......................................... 10,276 9,746 -- --
Repurchase of stock...................................................... (551) (13) -- --
Issuance of subordinated debt accrual notes.............................. 2,077 -- -- --
Net borrowings (repayments) under revolving credit agreement............. (13,934) 8,177 2,375 2,593
Increase in checks outstanding........................................... 474 556 3 1,269
----------- ----------- ------- -----------
Net cash flows from financing activities........................... (2,091) 18,314 2,370 3,862
----------- ----------- ------- -----------
NET INCREASE (DECREASE) IN CASH............................................ (100) 327 (429) 271

CASH AND CASH EQUIVALENTS -- Beginning of year............................. 2,719 2,619 2,619 2,946
----------- ----------- ------- -----------
CASH AND CASH EQUIVALENTS -- End of year................................... $ 2,619 $ 2,946 $ 2,190 $ 3,217
----------- ----------- ------- -----------
----------- ----------- ------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest:
Related parties........................................................ $ -- $ 2,290 $ -- $ --
----------- ----------- ------- -----------
----------- ----------- ------- -----------
Other.................................................................. $ 1,804 $ 1,130 $ 270 $ 496
----------- ----------- ------- -----------
----------- ----------- ------- -----------
Cash paid during the year for income taxes............................... $ 188 $ 1,103 $ 25 $ 19
----------- ----------- ------- -----------
----------- ----------- ------- -----------
</TABLE>

See notes to financial statements.

F-7
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF ACCOUNTING POLICIES:
QUARTERLY FINANCIAL STATEMENTS BASIS OF PRESENTATION -- The accompanying
financial statements and related footnote disclosures of Leewards Creative
Crafts, Inc. (the "Company") as of May 1, 1994 and for the three months then
ended and for the three months ended May 2, 1993 are unaudited. In the opinion
of management, these statements have been prepared on the same basis as the
audited financial statements and include all adjustments, which are of a normal
and recurring nature necessary for the fair presentation of financial position,
results of operations and cash flows. The results of operations for the three
months ended May 1, 1994 and May 2, 1993 are not necessarily indicative of the
results which may be expected for the entire year.

OPERATIONS AND RESTRUCTURING

The Company engages in the retail sale of craft and home decor products. The
Company maintained the following number of Company-operated and franchised
stores at:

<TABLE>
<CAPTION>
COMPANY-
OPERATED FRANCHISES TOTAL
--------------- --------------- -----
<S> <C> <C> <C>
January 31, 1993......................................................... 85 2 87
January 30, 1994......................................................... 99 3 102
</TABLE>

During the year ended January 31, 1993, the Company effected a restructuring
of its debt (Note 4), capital structure (Note 6) and ongoing operations. Costs
associated with these efforts, other than those directly associated with the
debt and capital restructurings, are included in restructuring expenses. Such
expenses include store closing, severance and other costs incurred in connection
with these efforts.

FISCAL YEAR-END -- The Company's fiscal year-end is the Sunday closest to
January 31.

CASH AND CASH EQUIVALENTS -- Cash and cash equivalents include cash; amounts
due from major credit card companies, which are collected within 1 to 2 days
after date of sale; and highly liquid investments which, at time of purchase,
have maturities of three months or less.

MERCHANDISE INVENTORIES -- Merchandise inventories are stated at the lower
of last-in, first-out (LIFO) cost or market. During the year ended January 31,
1993, LIFO inventories were reduced from levels at the beginning of the year,
which reduction of LIFO inventory quantities had no material effect on 1993
operating earnings. Inventories at January 31, 1993, January 30, 1994, May 2,
1993 and May 1, 1994 were valued at market which was lower than LIFO cost.

PRE-OPENING COSTS -- Pre-opening costs incurred for the opening of retail
locations are deferred and amortized over 12 months, commencing in the month
after the location opens. Unamortized deferred pre-opening costs included in
prepaid expenses were $97,000 and $2,208,000 at January 31, 1993 and January 30,
1994, respectively.

PROPERTY AND EQUIPMENT -- Property and equipment are stated at cost.
Depreciation and amortization are provided on the straight-line method over the
estimated useful lives of the respective assets, which are as follows:

<TABLE>
<S> <C>
Buildings and improvements.................. 25-30 years
Leasehold improvements...................... Shorter of lease term or 10 years
Machinery and equipment..................... 3-10 years
</TABLE>

INTANGIBLE ASSETS -- Intangible assets, primarily the trade name, and
favorable lease agreements, are reported net of accumulated amortization. The
assets are being amortized on a straight-line basis over their useful lives
which range from 3 to 40 years.

INCOME TAXES -- The Company adopted SFAS No. 109, "Accounting for Income
Taxes," in the year ended January 31, 1993 and, accordingly, computes deferred
taxes using the liability method.

F-8
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF ACCOUNTING POLICIES: (CONTINUED)
Deferred tax assets and liabilities are recorded based on differences between
the financial statements and income tax basis of assets and liabilities and the
tax rate in effect when these differences are expected to reverse.

2. ACCRUED EXPENSES
Accrued expenses include the following (in 000's):

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30,
1993 1994
--------------- ---------------
<S> <C> <C>
Outstanding checks................................................... $ 4,339 $ 4,895
Accrued payroll...................................................... 2,970 2,396
Other................................................................ 3,884 5,560
--------------- ---------------
Total................................................................ $ 11,193 $ 12,851
--------------- ---------------
--------------- ---------------
</TABLE>

3. INCOME TAXES
The provision (benefit) for income taxes consists of the following (in
000's):

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30,
1993 1994
--------------- ---------------
<S> <C> <C>
Current:
Federal............................................................ $ 829
State.............................................................. 330 $ 93
------- ------
1,159 93
------- ------
Deferred:
Federal............................................................ 310 (273)
State.............................................................. 84 (56)
------- ------
394 (329)
------- ------
Total provision (benefit) for income taxes........................... $ 1,553 $ (236)
------- ------
------- ------
</TABLE>

Provision for deferred taxes results from temporary differences in the
recognition of revenue and expense for financial statement and tax purposes.
Temporary differences arise principally from the following (in 000's):

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30,
1993 1994
--------------- ---------------
<S> <C> <C>
Amortization of intangibles.......................................... $ (285) $ (203)
Deferred store pre-opening costs..................................... (321) 708
Accrued liabilities.................................................. 137 (294)
Inventory capitalization............................................. 205 (416)
Inventory reserves................................................... 118 127
Depreciation......................................................... 183 343
State taxes and effect of changes in state tax rates................. 109 70
Alternative minimum tax.............................................. 171 (47)
Net operating loss................................................... (667)
Other................................................................ 77 50
------ ------
Total................................................................ $ (394) $ (329)
------ ------
------ ------
</TABLE>

F-9
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. INCOME TAXES (CONTINUED)
The difference between the statutory federal income tax rate and the
effective tax rate is as follows:

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30,
1993 1994
------------- -------------
<S> <C> <C>
Statutory federal income tax rate.......................................... 34.0% (34.0)%
State taxes, net of federal benefit........................................ 6.1 (6.9)
Deferred tax adjustment.................................................... 4.8 --
----- -----
Effective income tax rate.................................................. 44.9% (40.9)%
----- -----
----- -----
</TABLE>

At January 31, 1993 and January 30, 1994, the components of the deferred
income tax liability and asset were as follows (in 000's):

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30,
1993 1994
----------- -----------
<S> <C> <C>
Deferred tax liability:
Intangibles.............................................................. $ 2,558 $ 2,368
Property and equipment................................................... 1,487 1,894
Other, net............................................................... (119) (54)
Net operating loss carryforward.......................................... -- (670)
----------- -----------
Total.................................................................. $ 3,926 $ 3,538
----------- -----------
----------- -----------
Deferred tax asset:
Inventory................................................................ $ 337
Accrued expenses......................................................... $ 487 860
Prepaid expenses......................................................... (184) (1,129)
AMT credit carryforward.................................................. 91 218
Other -- net............................................................. 101 57
----------- -----------
Total.................................................................. $ 495 $ 343
----------- -----------
----------- -----------
</TABLE>

At January 30, 1994, the Company has $218,000 of AMT credits available for
carryforward to future years and an NOL carryforward of $1,635,000 which expires
in 2009.

4. LONG-TERM DEBT
Long-term debt consists of (in 000's):

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30,
1993 1994
----------- -----------
<S> <C> <C>
Revolving and term loan(a)................................................. $ 7,348 $ 15,525
Subordinated debentures(b),(c)............................................. 16,961 16,961
----------- -----------
Total long-term debt (See Note 11)......................................... 24,309 32,486
Less current maturities.................................................... (7,348) (32,486)
----------- -----------
Total.................................................................... $ 16,961 $ --
----------- -----------
----------- -----------
</TABLE>

(a) In August 1988, the Company entered into a secured revolving credit and
term loan agreement (the "agreement") which enabled the Company to borrow up to
a maximum of $25,000,000. On June 13, 1990, the Company restructured the
agreement to provide for additional borrowings up to $32,000,000 through August
19, 1993. On April 2, 1993 the borrowing limit was reduced to $29,920,000.

F-10
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. LONG-TERM DEBT (CONTINUED)
Borrowings outstanding under the agreement are (in 000's):

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30,
1993 1994
----------- -----------
<S> <C> <C>
Revolving loans............................................................ $ 4,235 $ 14,067
Term loan.................................................................. 3,113 1,458
----------- -----------
Total.................................................................... $ 7,348 $ 15,525
----------- -----------
----------- -----------
</TABLE>

The borrowings under the agreement are collateralized by the assets of the
Company. Interest is payable monthly based on the rate of interest publicly
announced by Citibank in New York, New York as Citibank's "base rate" ("Base
Rate"). In the year ended January 30, 1994, the interest rate was Base Rate plus
2% for the period from February 1, 1993 to April 2, 1993 and Base Rate plus
1.75% for the period from April 3, 1993 to January 30, 1994. During the prior
year ended January 31, 1993, the interest rate was Base Rate plus 5% for the
period from February 3, 1992 to June 22, 1992 and Base Rate plus 2% for the
period from June 23, 1992 to January 31, 1993. In the year ended January 30,
1994, the interest rate fluctuated between 7.75% and 8.0% and was 7.75% at
year-end; in the prior year, the rate fluctuated between 8.0% and 11.5% and was
8.0% at year-end.

Under the revolving credit loan, as restructured, the full availability of
this credit line is contingent on the cost of collateralized inventory, less
certain adjustments. Commitment fees on the revolving loan are one-half of one
percent of the average daily unused portion of the total facility, payable
monthly.

The term loan, as restructured, requires quarterly principal payments of
$413,750 and the balance on August 19, 1994.

The Company is in the preliminary stages of negotiating a new and expanded
credit facility.

In consideration for expanding the credit facility, the Company paid a
one-time fee of $200,000 and issued warrants to Citicorp to purchase 3,250
shares of Class B Common Stock, par value $0.01 per share, subject to adjustment
under certain antidilution provisions. The warrants are exercisable from the
date of issuance at $141.65 per share and expire the later of June 13, 1995 or
upon full payment of the credit facility.

The agreement has covenants providing for mandatory prepayment provisions
and requiring the Company to meet specified financial ratios and income tests.
Such tests include, but are not limited to, net worth and earnings before
interest, depreciation and taxes. The covenants impose limitations on, among
other things, the amount of capital expenditures for each year, creating or
incurring liens, and selling assets or granting guarantees, and prohibit
declaring or paying dividends on common stock unless specifically permitted
under the terms of the agreement. The Company has received waivers for all
events of noncompliance with such covenants during the fiscal year ended January
31, 1993. The Company was not in compliance with all covenants at January 30,
1994 and at May 1, 1994. Accordingly, at those dates, all amounts outstanding
under the agreement were due on demand (See Note 11).

(b) In August 1988, the Company sold $14,884,000 of subordinated debentures
to a related party. Interest is payable semi-annually at 13.5%. Annual principal
payments of $3,742,000 begin May 15, 1997 and the remaining balance is due May
15, 2000. Included in interest expense are $2,285,000 and $2,137,000 for the
years ended January 30, 1994 and January 31, 1993, respectively, for the
indebtedness.

The debentures contain covenants, including limitations on indebtedness,
liens, and the incurrence of other subordinated indebtedness, and restrict
payments such as dividends on common stock. The Company has received waivers for
all events of noncompliance with such covenants during the

F-11
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. LONG-TERM DEBT (CONTINUED)
fiscal year ended January 31, 1993. At January 30, 1994, and at May 1, 1994,
because of cross default provisions with respect to the agreement referred to in
(a) above, all amounts outstanding at those dates under the subordinated
debentures also were due on demand and have been classified as currently payable
(See Note 11).

(c) RESTRUCTURING -- On June 22, 1992, the subordinated debentures were
restructured and amended to provide, among other things, for the interest
payments due on May 15 and November 15, 1992 to be made in the form of
additional promissory notes ("accrual notes") in the principal amount of the
interest payable at each date. The accrual notes bear interest at 13.5% per
annum, payable semi-annually, and $1,038,000 was due on March 15, 1994 with the
balance due on November 15, 1994. All amounts due under these debentures remain
unpaid at May 1, 1994.

In addition, an acquirer of the Class C Senior Convertible Stock (Note 6)
acquired $5,000,000 of the subordinated debentures.

Scheduled principal maturities of long-term debt classified as current for
fiscal years subsequent to January 30, 1994 are as follows (in 000's):

<TABLE>
<CAPTION>
YEARS ENDED
- ---------------------------------------------------------------------------------------------
<S> <C>
February 1, 1998............................................................................. $ 3,742
January 31, 1999............................................................................. 3,742
Thereafter................................................................................... 7,400
---------
Total........................................................................................ $ 14,884
---------
---------
</TABLE>

Unamortized deferred financing costs of $892,000 and $656,000 at January 31,
1993 and January 30, 1994, respectively, consist of professional and commitment
fees incurred in connection with the Company's revolving and term loan facility
and subordinated debentures. Such costs are being amortized on a straight-line
basis over the terms of the related debt.

5. PENSION PLAN
The Company has a defined benefit pension plan for its hourly workers with
benefits based on a fixed dollar rate per year of service. The plan assets are
invested primarily in short-term bonds and in equity securities. The Company's
funding policy is to contribute annually the minimum amount required by the
applicable Internal Revenue Code regulation. In April 1992, as part of a series
of cost reductions, the Company froze the hourly pension plan. As a result,
there will be no new entrants to the plan and no additional benefits accruing to
current participants beyond those earned as of the date the plan was frozen.

F-12
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. PENSION PLAN (CONTINUED)
The following presents the funded status of the plan (in 000's):

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30,
1993 1994
----------- -----------
<S> <C> <C>
Actuarial present value of benefit obligation:
Estimated accumulated benefit obligation, including vested benefits......... $ 1,866 $ 2,076
----------- -----------
----------- -----------
Estimated accumulated vested obligation....................................... $ 1,709 $ 1,857
----------- -----------
----------- -----------
Projected benefit obligation.................................................. $ (1,866) $ (2,076)
Plan assets at market value................................................... 2,012 2,084
----------- -----------
Plan assets in excess of projected benefit obligation......................... 146 8
Unrecognized prior service cost............................................... 16 13
Unrecognized net gain......................................................... (234) (75)
----------- -----------
Accrued pension cost.......................................................... $ (72) $ (54)
----------- -----------
----------- -----------
</TABLE>

Pension expense includes the following components (in 000's):

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30,
1993 1994
------------ ------------
<S> <C> <C>
Interest cost on projected benefit obligation................................ $ 142 $ 143
Actual return on assets..................................................... (102) (151)
Net amortization and deferral............................................... (59) (9)
------ ------
Net periodic pension income................................................. $ (19) $ (17)
------ ------
------ ------
Actuarial assumptions:
Discount rate............................................................... 8.0% 7.25%
Asset rate of return........................................................ 8.0% 8.0%
</TABLE>

The Company has a trusteed profit-sharing plan, providing employees a
deferred compensation (401(k)) provision and Company matching provision. Under
the plan, eligible employees are permitted to contribute up to 15% of gross
compensation into the plan, and the Company will match each employee
contribution up to 4% of gross compensation at a rate established by the Board
of Directors.

The Company and its employees made the following contributions to the plan
during the years ended (in 000's):

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30,
1993 1994
------------- -------------

<S> <C> <C>
Employee contributions........................................................ $ 672 $ 752
Company matching contributions................................................ 117 141
----- -----
Total profit-sharing contributions............................................ $ 789 $ 893
----- -----
----- -----
</TABLE>

6. REDEEMABLE PREFERRED AND COMMON STOCK
a. EXCHANGEABLE PREFERRED STOCK -- Each share of Exchangeable Preferred
Stock is exchangeable for subordinated debentures due May 2, 2003 at the option
of the Company, but, if not exchanged, must be redeemed at that date or upon
sale of the Company, if earlier. The exchange rate and redemption price is
$10.00 per share.

b. CLASS A AND CLASS B CUMULATIVE EXCHANGEABLE SENIOR PREFERRED STOCK -- On
June 13, 1990, the Company authorized and issued 1,375 shares each of Class A
and Class B 30% Cumulative Exchangeable Senior Preferred Stock, $0.01 par value
per share, for $1,000 per share. Each share of

F-13
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. REDEEMABLE PREFERRED AND COMMON STOCK (CONTINUED)
Class A and Class B preferred stock is, at the option of the Company,
exchangeable for subordinated debentures due May 2, 2003, but if not exchanged,
must be redeemed on that date or upon sale of the Company, if earlier. The
exchange rate and redemption price is $1,000 per share.

On June 22, 1992, the terms of the preferred stock were amended to reduce
the annual dividend rate on the Class A and Class B Cumulative Exchangeable
Senior Preferred Stock to 10% annually ($100 per share) from 30% annually ($300
per share), payable on January 15, and to reduce the dividend rate on the
Exchangeable Preferred Stock to 10% annually ($1.00 per share) from 14% annually
($1.40 per share), payable on May 1. All dividends in arrears as of June 22,
1992 on the preferred shares were paid in kind in lieu of cash payments. For so
long as the Class C, Class D, and Class E Preferred Stock is outstanding, future
dividends on the Class A and Class B Cumulative Exchangeable Senior Preferred
Stock and Exchangeable Preferred Stock must be paid in kind.

Accrued and undeclared dividends at January 30, 1994 and January 31, 1993
were as follows (in 000's):

<TABLE>
<CAPTION>
1993 1994
--------- ---------
<S> <C> <C>
Class A Cumulative Exchangeable Senior Preferred Stock.................................. $ 9 $ 10
Class B Cumulative Exchangeable Senior Preferred Stock.................................. 10 11
Exchangeable Preferred Stock............................................................ 251 321
</TABLE>

Such accrued and undeclared dividends have been added to the carrying values
of the stock to which they accrue.

Issuance fees totalling approximately $287,000 related to the Redeemable
Preferred Stock were deducted from the related paid-in capital at the time of
issuance of these shares. Such fees are being amortized over the period ending
May 2, 2003.

c. CLASS C SENIOR CONVERTIBLE PREFERRED STOCK -- On June 22, 1992, the
Company issued 549,629 shares of Class C Senior Convertible Preferred Stock
("Class C Preferred Stock"), par value $0.01 per share, for $10,561,700. The
Class C Preferred Stock is convertible into common stock at the option of the
holder on a one-for-one basis. If unconverted, the Class C Preferred Stock must
be redeemed on June 15, 1999 or upon sale of the Company, if earlier. The
initial redemption price is $19.22 per share, increasing 10.0% per annum.

Issuance fees totalling approximately $386,000 related to the Class C Senior
Convertible Preferred Stock were deducted from the related paid-in capital at
the time of issuance of these shares. Such fees are being amortized over the
period ending June 15, 1999.

d. CLASS D AND CLASS E SENIOR CONVERTIBLE PREFERRED STOCK -- On May 28,
1993, the Company issued 194,035 and 129,712 shares of Class D and Class E
Senior Convertible Stock, respectively ("Class D and Class E Preferred Stock"),
par value $0.01 per share, for $6,000,000 and $4,010,000, respectively. The
Class D and Class E Preferred Stock is convertible into common stock at the
option of the holder on a one-for-one basis. If unconverted, the Class D and
Class E Preferred Stock must be redeemed on June 15, 1999 or upon sale of the
Company, if earlier. The initial redemption price is $30.92 per share,
increasing 10.0% per annum.

Issuance fees totalling approximately $158,000 and $106,000, respectively,
related to the Class D and Class E Preferred Stock, were deducted from the
related paid-in capital at the time of issuance of these shares. Such fees are
being amortized over the period ending June 15, 1999.

The Class C, Class D and Class E Preferred Stock rank pari passu and are
senior to the Exchangeable Preferred Stock and Class A and Class B Cumulative
Exchangeable Senior Preferred Stock.

F-14
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. REDEEMABLE PREFERRED AND COMMON STOCK (CONTINUED)
e. COMMON STOCK -- Common stockholders have voting rights. Class B Common
Stock is non-voting and convertible into common stock at the option of the
stockholder at a conversion rate of 4.88884 shares of common stock for each
share of Class B Common Stock. Class C Common Stock is nonvoting and convertible
into common stock at the option of the stockholder at a conversion rate of 1
share of common stock for each share of Class C Common Stock.

7. STOCK SPLIT
On September 18, 1992, the Company amended and restated its charter which,
among other things, reduced the number of preferred shares authorized for
issuance to 3,000,000 and reduced the number of common shares authorized for
issuance to 3,000,000. In addition, a reverse stock split of the Company's
common stock, Class B Common Stock, and Class C Senior Convertible Preferred
Stock was accomplished, whereby one share was issued to replace each 5.333332
shares outstanding at the date of the split. All share and per share data, for
the year ended January 31, 1993, has been restated to reflect this split.

8. STOCK OPTIONS (ALL DATA REFLECTS THE STOCK SPLIT DESCRIBED IN NOTE 7)
In January 1989, the Company adopted a compensatory stock option plan (the
"1989 Plan"). Under the 1989 Plan, the Company granted restricted stock options
to purchase 41,759 shares of common stock at an exercise price of $2.00 or
$19.22 per share to key executives and employees. The right to exercise a stock
option was contingent upon the Company's achieving a cumulative earnings level
within four years of the date of the Plan or upon length of service. Options are
exercisable within ten years of the date of the grant. In addition, in June and
December 1992, the Company granted certain key executives 71,875 restricted
stock options at an exercise price of $19.22. The right to exercise these
options is contingent upon the Company's achieving a cumulative earnings target
through January 29, 1995. Options are exercisable within ten years of date of
the grant. In August 1993, the Company adopted an additional compensatory stock
option plan (the "1993 Plan"). Under the 1993 Plan, the Company granted
restricted options to purchase 58,500 shares of common stock at an exercise
price of $19.22 or $30.92 per share to key executives, directors and employees.
The right to exercise these options is contingent upon the Company's achieving a
cumulative earnings target through January 29, 1995. Options are exercisable
within ten years of the date of grant.

The following summarizes activity in the plans for the years ended:

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 30,
1993 1994
--------------- ---------------
<S> <C> <C>
Shares authorized.................................................... 113,634 172,134
--------------- ---------------
Outstanding shares granted, beginning of year........................ 50,000 111,258
Shares granted....................................................... 79,475 39,300
Shares canceled...................................................... (18,217) (7,204)
--------------- ---------------
Outstanding shares granted, end of year.............................. 111,258 143,354
--------------- ---------------
Shares available for grant........................................... 2,376 28,780
--------------- ---------------
--------------- ---------------
</TABLE>

Options for approximately 43,237 and 45,770 shares of common stock are
vested at January 31, 1993 and January 30, 1994, respectively.

9. LEASES
The Company leases certain store premises and computer equipment. Certain
leases contain renewal options. The store leases generally provide that the
Company shall pay for property taxes, insurance and common area maintenance.

F-15
<PAGE>
LEEWARDS CREATIVE CRAFTS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

9. LEASES (CONTINUED)
Future minimum rentals required under noncancelable operating leases which
have an original term of more than one year are as follows at January 30, 1994
(in 000's):

<TABLE>
<CAPTION>
YEAR ENDED
- ---------------------------------------------------------------------------------
<S> <C>
January 29, 1995................................................................. $ 18,146
January 28, 1996................................................................. 17,252
February 2, 1997................................................................. 15,822
February 1, 1998................................................................. 14,131
January 31, 1999................................................................. 11,701
Thereafter....................................................................... 40,542
-----------
Total............................................................................ $ 117,594
-----------
-----------
</TABLE>

Rental expense for operating leases was $13,547,000 and $15,882,000 for the
years ended January 31, 1993 and January 30, 1994, respectively.

Certain store leases have percentage rent lease provisions. Percentage rent
paid totalled $182,000 and $258,000 for the years ended January 31, 1993 and
January 30, 1994, respectively.

10. COMMITMENTS AND CONTINGENCIES
The Company is a defendant in a number of claims encountered in the normal
course of business. Management believes, based on advice of counsel, that the
ultimate outcome of all these matters will have no material adverse effect on
the Company.

The Company had arranged for letters of credit totalling $153,000 and
$343,000 as of January 31, 1993 and January 30, 1994, respectively, to secure
inventory purchases.

11. SUBSEQUENT EVENT
On May 10, 1994, the Company entered into an Agreement and Plan of Merger
(the "Agreement") whereby it will merge with a subsidiary of Michaels Stores,
Inc. ("Michaels") and thereby become a wholly owned subsidiary of Michaels. The
merger is expected to close in July, 1994. The Agreement also provides that
simultaneously with the closing, Michaels shall cause the Company to repay its
long-term debt.

F-16
<PAGE>
- -------------------------------------------
- -------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THE PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING STOCKHOLDER OR ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.

--------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-------
<S> <C>
Available Information................................................. 3
Incorporation of Certain Documents by Reference....................... 3
Prospectus Summary.................................................... 4
Recent Developments................................................... 7
The Company........................................................... 8
Leewards Acquisition.................................................. 12
Use of Proceeds....................................................... 14
Capitalization........................................................ 15
Price Range of Common Stock and Dividends............................. 16
Selected Financial and Store Data..................................... 17
Pro Forma Combined Financial Information.............................. 18
Selling Stockholders.................................................. 24
Description of Capital Stock.......................................... 25
Certain Special Federal Tax Considerations For Non-United States
Holders.............................................................. 25
Underwriting.......................................................... 28
Notice to Canadian Residents.......................................... 30
Legal Matters......................................................... 31
Experts............................................................... 31
Index to Financial Statements......................................... F-1
</TABLE>

2,356,213 Shares

Common Stock
($.10 par value)
PROSPECTUS

CS First Boston

Robertson, Stephens & Company

Nomura Securities International, Inc.

- ------------------------------------
- ------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses to be incurred in connection with the issuance and
distribution of the Common Stock covered by this Registration Statement, all of
which will be paid by Michaels Stores, Inc. (the "Registrant"), are as follows:

<TABLE>
<S> <C>
Printing, Shipping and Engraving Expenses................................ $ 250,000
Accounting Fees and Expenses............................................. 220,000
Legal Fees and Expenses of Qualification under State Securities Laws..... 20,000
Legal Fees and Expenses.................................................. 125,000
Transfer Agent and Registrar Fees and Expenses........................... 10,000
SEC Registration Fee..................................................... 50,788
NASD filing fee.......................................................... 15,463
Miscellaneous............................................................ 8,749
---------
Total.................................................................. $ 700,000
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify its directors and officers or former directors or officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers. Such law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's certificate of incorporation, bylaws, any agreement or otherwise.

Reference is made to Article Nine of the Registrant's Restated Certificate
of Incorporation, as amended, Exhibit 4.1 of this Registration Statement, which
provides for indemnification of directors and officers.

Reference is made to Article IX of the Registrant's Bylaws, Exhibit 4.2 to
this Registration Statement, which provides for indemnification of directors and
officers.

In addition, the Registrant has entered into Indemnity Agreements with
certain of its directors and executive officers.

The Registrant has procured insurance that purports (i) to insure it against
certain costs of indemnification that may be incurred by it pursuant to the
provisions referred to above or otherwise and (ii) to insure the directors and
officers of the Registrant against certain liabilities incurred by them in the
discharge of their functions as directors and officers except for liabilities
arising from their own malfeasance.

ITEM 16. EXHIBITS.

The following is a list of all exhibits filed as a part of this Registration
Statement on Form S-3, including those incorporated herein by reference.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- ----------------------------------------------------------------------------------------------------------
<C> <S>
1.1 -- Underwriting Agreement.(2)
1.2 -- Subscription Agreement.(2)
2.1 -- Agreement and Plan of Merger among Michaels Stores, Inc. LWA Acquisition Corporation and Leewards
Creative Crafts, Inc.(2)
2.2 -- First Amendment to Agreement and Plan of Merger dated as of June 2, 1994 among Michaels Stores, Inc.,
LWA Acquisition Corporation and Leewards Creative Crafts, Inc.(3)
</TABLE>

II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- ----------------------------------------------------------------------------------------------------------
<C> <S>
2.3 -- Stock Purchase Agreement, dated as of February 16, 1994, among Michaels Stores, Inc., Treasure House
Stores, Inc. and the stockholders of Treasure House Stores, Inc.(4)
2.4 -- Amendment No. 1 to Stock Purchase Agreement.(4)
2.5 -- Agreement and Plan of Merger, dated as of March 3, 1994, among Michaels Stores, Inc. and the other
parties listed therein.(2)
2.6 -- Amendment No. 1 to Agreement and Plan of Merger, dated as of March 31, 1994, among Michaels Stores,
Inc. and the other parties listed therein.(2)
4.1 -- Restated Certificate of Incorporation of Michaels Stores, Inc.(5)
4.2 -- Bylaws of Michaels Stores, Inc. as amended and restated.(6)
4.3 -- Form of Common Stock Certificate.(6)
4.4 -- Common Stock and Warrant Agreement dated as of October 16, 1984 between Michaels Stores, Inc. and
Peoples Restaurants, Inc., including form of Warrant.(7)
4.5 -- First Amendment to Common Stock and Warrant Agreement dated October 31, 1984 between The First Dallas
Group, Ltd. and Michaels Stores, Inc.(7)
4.6 -- Second Amendment to Common Stock and Warrant Agreement dated November 28, 1984 between First Dallas
Investments -- Michaels I, Ltd. and Michaels Stores, Inc.(7)
4.7 -- Third Amendment to Common Stock and Warrant Agreement dated February 27, 1985 between First Dallas
Investments -- Michaels I, Ltd., The First Dallas Group, Ltd., Sam Wyly, Charles J. Wyly, Jr. and
Michaels Stores, Inc.(8)
4.8 -- Amendment to Common Stock and Warrant Agreement dated September 1, 1992 between Michaels Stores, Inc.,
The Andrew David Sparrow Wyly Trust, Charles J. Wyly, Jr., The Martha Caroline Wyly Trust, The Charles
Joseph Wyly, III Trust, The Emily Ann Wyly Trust, The Jennifer Lynn Wyly Trust, Donald R. Miller, Jr.,
Evan A. Wyly, The Laurie Louise Wyly Trust, The Lisa Lynn Wyly Trust, The Sam Wyly and Rosemary Wyly
Children's Trust No. 1 of 1965 fbo Kelly Wyly and Tallulah, Ltd.(5)
4.9 -- Indenture, dated as of January 22, 1993, between Michaels Stores, Inc. and NationsBank of Texas, N.A.,
as Trustee, including the form of 4 3/4%/6 3/4% Step-up Convertible Subordinated Note, included
therein.(7)
5 -- Opinion of Jackson & Walker.(2)
8 -- None.
12 -- None.
15 -- None.
23.1 -- Consent of Ernst & Young.(1)
23.2 -- Consent of Deloitte & Touche.(1)
23.3 -- Consent of Jackson & Walker (included in the opinion of Jackson & Walker, L.L.P. filed as Exhibit 5 to
this Registration Statement).
24 -- Power of Attorney.(2)
25 -- None.
26 -- None.
27 -- None.
28 -- None.
99 -- Credit Agreement dated as of June 17, 1994 among Michaels Stores, Inc., NationsBank of Texas, N.A. and
the other lenders signatory thereto.(2)
<FN>
- ------------------------
(1) Filed herewith.

(2) Previously filed.
</TABLE>

II-2
<PAGE>
<TABLE>
<S> <C>
(3) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended May 1, 1994 and incorporated herein by
reference.

(4) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-3 (No. 33-52311) and incorporated herein by reference.

(5) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-8 (No. 33-54726) and incorporated herein by reference.

(6) Previously filed as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended January 31, 1994 and incorporated herein by
reference.

(7) Previously filed as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended January 31, 1993 and incorporated herein by
reference.

(8) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-1 (No. 33-9456) and incorporated herein by reference.
</TABLE>

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement 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.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(1) For the purpose of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
a 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 of 1933, 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-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas on the 12th day of July, 1994.

MICHAELS STORES, INC.

By: /s/ JACK E. BUSH*

--------------------------------------
Jack E. Bush
PRESIDENT, CHIEF OPERATING OFFICER AND
DIRECTOR

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURES TITLE DATE
- ----------------------------------- ------------------------- ----------------

Chairman of the Board of
/s/ SAM WYLY* Directors and Chief
- ----------------------------------- Executive Officer July 12, 1994
Sam Wyly (Principal Executive
Officer)

/s/ CHARLES J. WYLY, JR.*
- ----------------------------------- Vice Chairman of the July 12, 1994
Charles J. Wyly, Jr. Board of Directors

/s/ JACK E. BUSH* President, Chief
- ----------------------------------- Operating Officer and July 12, 1994
Jack E. Bush Director

/s/ WILLIAM O. HUNT*
- ----------------------------------- Director July 12, 1994
William O. Hunt

- ----------------------------------- Director
Richard E. Hanlon

- ----------------------------------- Director
F. Jay Taylor

/s/ MICHAEL C. FRENCH*
- ----------------------------------- Director July 12, 1994
Michael C. French

/s/ EVAN C. WYLY*
- ----------------------------------- Director July 12, 1994
Evan C. Wyly

/s/ DONALD R. MILLER, JR.* Vice President -- Market
- ----------------------------------- Development, and July 12, 1994
Donald R. Miller, Jr. Director

Executive Vice President
/s/ R. DON MORRIS* and Chief Financial
- ----------------------------------- Officer (Principal July 12, 1994
R. Don Morris Financial and Accounting
Officer)

*By: /s/ MARK V.
BEASLEY
- -----------------------------------
Mark V. Beasley,
ATTORNEY-IN-FACT

II-5
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ----------- --------------------------------------------------------------------------------------------- ------------
<C> <S> <C>
1.1 -- Underwriting Agreement.(2)
1.2 -- Subscription Agreement.(2)
2.1 -- Agreement and Plan of Merger among Michaels Stores, Inc. LWA Acquisition Corporation and
Leewards Creative Crafts, Inc.(2)
2.2 -- First Amendment to Agreement and Plan of Merger dated as of June 2, 1994 among Michaels
Stores, Inc., LWA Acquisition Corporation and Leewards Creative Crafts, Inc.(3)
2.3 -- Stock Purchase Agreement, dated as of February 16, 1994, among Michaels Stores, Inc.,
Treasure House Stores, Inc. and the stockholders of Treasure House Stores, Inc.(4)
2.4 -- Amendment No. 1 to Stock Purchase Agreement.(4)
2.5 -- Agreement and Plan of Merger, dated as of March 3, 1994, among Michaels Stores, Inc. and
the other parties listed therein.(2)
2.6 -- Amendment No. 1 to Agreement and Plan of Merger, dated as of March 31, 1994, among
Michaels Stores, Inc. and the other parties listed therein.(2)
4.1 -- Restated Certificate of Incorporation of Michaels Stores, Inc.(5)
4.2 -- Bylaws of Michaels Stores, Inc. as amended and restated.(6)
4.3 -- Form of Common Stock Certificate.(6)
4.4 -- Common Stock and Warrant Agreement dated as of October 16, 1984 between Michaels Stores,
Inc. and Peoples Restaurants, Inc., including form of Warrant.(7)
4.5 -- First Amendment to Common Stock and Warrant Agreement dated October 31, 1984 between The
First Dallas Group, Ltd. and Michaels Stores, Inc.(7)
4.6 -- Second Amendment to Common Stock and Warrant Agreement dated November 28, 1984 between
First Dallas Investments -- Michaels I, Ltd. and Michaels Stores, Inc.(7)
4.7 -- Third Amendment to Common Stock and Warrant Agreement dated February 27, 1985 between
First Dallas Investments -- Michaels I, Ltd., The First Dallas Group, Ltd., Sam Wyly,
Charles J. Wyly, Jr. and Michaels Stores, Inc.(8)
4.8 -- Amendment to Common Stock and Warrant Agreement dated September 1, 1992 between Michaels
Stores, Inc., The Andrew David Sparrow Wyly Trust, Charles J. Wyly, Jr., The Martha
Caroline Wyly Trust, The Charles Joseph Wyly, III Trust, The Emily Ann Wyly Trust, The
Jennifer Lynn Wyly Trust, Donald R. Miller, Jr., Evan A. Wyly, The Laurie Louise Wyly
Trust, The Lisa Lynn Wyly Trust, The Sam Wyly and Rosemary Wyly Children's Trust No. 1 of
1965 fbo Kelly Wyly and Tallulah, Ltd.(5)
4.9 -- Indenture, dated as of January 22, 1993, between Michaels Stores, Inc. and NationsBank of
Texas, N.A., as Trustee, including the form of 4 3/4%/6 3/4% Step-up Convertible
Subordinated Note, included therein.(7)
5 -- Opinion of Jackson & Walker.(2)
8 -- None.
12 -- None.
15 -- None.
23.1 -- Consent of Ernst & Young.(1)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ----------- --------------------------------------------------------------------------------------------- ------------
<C> <S> <C>
23.2 -- Consent of Deloitte & Touche.(1)
23.3 -- Consent of Jackson & Walker (included in the opinion of Jackson & Walker, L.L.P. filed as
Exhibit 5 to this Registration Statement).
24 -- Power of Attorney.(2)
25 -- None.
26 -- None.
27 -- None.
28 -- None.
99 -- Credit Agreement dated as of June 17, 1994 among Michaels Stores, Inc., NationsBank of
Texas, N.A. and the other lenders signatory thereto.(2)
<FN>
- ------------------------
(1) Filed herewith.

(2) Previously filed.

(3) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended May 1, 1994 and incorporated herein by
reference.

(4) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-3 (No. 33-52311) and incorporated herein by reference.

(5) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-8 (No. 33-54726) and incorporated herein by reference.

(6) Previously filed as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended January 31, 1994 and incorporated herein by
reference.

(7) Previously filed as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended January 31, 1993 and incorporated herein by
reference.

(8) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-1 (No. 33-9456) and incorporated herein by reference.
</TABLE>
<PAGE>

DESCRIPTION OF GRAPHIC:

Inside front cover

Map of the United States showing the locations of the Company's stores as of
June 17, 1994, stores added through acquisitions on the West coast and stores
expected to be added through the acquisition of Leewards (net of closings).

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Selected
Financial and Store Data" and "Experts" in the Pre-Effective Amendment No. 5 to
the Registration Statement on Form S-3 (No. 33-53639) and related Prospectus of
Michaels Stores, Inc. and to the incorporation by reference therein of our
reports dated February 28, 1994, with respect to the consolidated financial
statements and schedules of Michaels Stores, Inc. included or incorporated by
reference in its Annual Report (Form 10-K) for the year ended January 30, 1994
filed with the Securities and Exchange Commission.

ERNST & YOUNG

Dallas, Texas
July 11, 1994

<PAGE>
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Pre-Effective Amendment No. 5 to Registration
Statement No. 33-53639 of Michaels Stores, Inc. on Form S-3 of our report dated
March 4, 1994 (May 11, 1994 as to Note 11) on the audit of the financial
statements of Leewards Creative Crafts, Inc. (the "Company") as of and for the
years ended January 30, 1994 and January 31, 1993, which expresses an
unqualified opinion and includes an explanatory paragraph relating to the
Agreement and Plan of Merger whereby the Company will become a subsidiary of
Michaels Stores, Inc., appearing in the Prospectus, which is part of such
Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

DELOITTE & TOUCHE

Chicago, Illinois
July 12, 1994