<PAGE>
Registration Statement No. 33-48029
Filed Pursuant to Rule 424(c)
MICHAELS STORES, INC.
SUPPLEMENT DATED SEPTEMBER 21, 1994 TO PROSPECTUS DATED
MAY 15, 1992
With respect to the resale prospectus covering 1,255,717 shares of Common
Stock of Michaels Stores, Inc. filed with the Form S-3 Registration Statement
No. 33-48029:
The section entitled "Plan of Distribution" is hereby amended by adding
the following paragraph at the end of such section on page five of this
Prospectus:
F. Jay Taylor intends to offer 5,000 shares of Common Stock to be
acquired by him upon the exercise of currently exercisable options. Sales
of the Common Stock pursuant to this offer will be effected by the
brokerage firm of Southwest Securities, Inc., Dallas, Texas. Aggregate
commissions of $800 will be paid.
On September 20, 1994, the closing price of the Common Stock on the Nasdaq
National Market was $43-1/2.
The section entitled "Selling Shareholders" in this Prospectus is hereby
amended by adding the following disclosure at the end of such section on page
seven of this Prospectus:
This Prospectus Supplement covers the offer and sale by F. Jay Taylor
of 5,000 shares of Common Stock to be acquired pursuant to presently
exercisable options.
The following table sets forth information as of September 21, 1994
concerning the Common Stock held by Dr. Taylor who does not have, nor within
the past three years has had, any position, office or other material
relationship with the Company or any of its predecessors or affiliates, except
as noted below.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIAL OFFERED FOR SELLING
OWNERSHIP OF STOCKHOLDER'S
COMMON STOCK ACCOUNT UPON PERCENT OF CLASS
PRIOR TO OFFERING EXERCISE AFTER OFFERING
----------------- -------- ---------------
<S> <C> <C> <C>
F. Jay Taylor 31,000(1) 5,000 *
<FN>
(1) Includes 10,000 shares subject to presently exercisable options.
* Indicates shares held are less than 1% of class.
</TABLE>
Dr. Taylor serves as a Director of the Company.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 21, 1994.
359112/D
