<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)
Michaels Stores, Inc.
- -----------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.10 per share
- -----------------------------------------------------------
(Title of Class of Securities)
594087-10-8
- -----------------------------------------------------------
(CUSIP Number)
Michael C. French
901 Main Street, Suite 6000
Dallas, Texas 75202
(214) 953-6000
- -----------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 12, 1994
- -----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 11 Pages
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CUSIP NO. 594087-10-8 13D Page 2 of 11 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Sam Wyly ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
N/A
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(a) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 1,410,962
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
690,925
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
1,627,628
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
690,925
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,218,553
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 594087-10-8 13D Page 3 of 11 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles J. Wyly, Jr. ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
N/A
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(a) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 1,621,550
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
200,000
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
1,729,883
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
200,000
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,929,883
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 594087-10-8 13D Page 4 of 11 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maverick Entrepreneurs Fund, Ltd. (f/k/a First Dallas Limited) 75-231-9145
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP* (b) / /
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(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(a) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 200,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
0
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
200,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
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(14) TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 594087-10-8 13D Page 5 of 11 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wyly Group
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
N/A
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(a) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 3,132,512
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
490,925
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
3,457,511
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
490,925
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,948,436
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
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(14) TYPE OF REPORTING PERSON*
IN, PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 594087-10-8 13D Page 6 of 11 Pages
ITEM 1. SECURITY AND ISSUER. Item 1 is hereby amended and
restated in its entirety to read as follows:
This statement relates to the ownership of common stock, par
value $.10 per share ("Common Stock"), of Michaels Stores, Inc.,
a Delaware corporation (the "Company"). The Company's principal
executive offices are located at 5931 Campus Circle Drive,
Irving, Texas 75063.
ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and
restated in its entirety to read as follows:
This Statement is being filed by Mr. Sam Wyly, Mr. Charles
J. Wyly, Jr. and Maverick Entrepreneurs Fund, Ltd. (f/k/a First
Dallas Limited) (sometimes hereinafter referred to collectively
as "Reporting Persons" or "The Wyly Group" and singularly as a
"Reporting Person"). Maverick Entrepreneurs Fund, Ltd. is a
Texas limited partnership of which Mr. Sam Wyly and
Mr. Charles J. Wyly, Jr. are general partners).
The principal business address for each of Messrs. Sam and
Charles Wyly is 8080 North Central Expressway, Suite 1300,
Dallas, Texas 75206. In addition to his position with the
General Partner, Sam Wyly is Chairman of the Board of Directors
of Sterling Software, Inc. and the Company. Charles Wyly is Vice
Chairman of the Board of Directors of Sterling Software, Inc. and
the Company. The business and office address of Maverick
Entrepreneurs Fund, Ltd. is 8080 N. Central Expwy., Suite 1300,
Dallas, Texas 75206.
No Reporting Person has, during the last five years, been
convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body resulting in
subjection to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws. Sam Wyly and Charles J. Wyly, Jr.
(sometimes hereinafter referred to singularly as an "Individual
Reporting Person" and collectively as "Individual Reporting
Persons") is each a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS. Item 3 is hereby amended
and restated in its entirety to read as follows:
On April 11, 1994 and April 12, 1994 Maverick Entrepreneurs
Fund, Ltd. purchased in the aggregate 100,000 shares of Common
Stock for an aggregate consideration of $3,947,500. Maverick
Entrepreneurs Fund, Ltd. funded the purchase price for these
shares out of its working capital.
<PAGE>
CUSIP NO. 594087-10-8 13D Page 7 of 11 Pages
ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and
restated in its entirety to read as follows:
Depending upon market conditions and other factors that they
deem material to an investment decision, any Reporting Person may
purchase additional shares of Common Stock from time to time or
may dispose of all or a portion of the shares of Common Stock
they now beneficially own or may hereafter acquire. Except as set
forth in this Item 4, none of the Reporting Persons has any
present plans or proposals that relate to or would result in any
of the actions specified in clauses (a)-(j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby
amended and restated in its entirety to read as follows:
On September 27, 1993, Sam Wyly transferred 20,000 shares of
Common Stock by gift to Tallulah, Ltd., a Texas limited
partnership of which Mr. Wyly is general partner ("Tallulah").
On October 7, 1993, Sam Wyly transferred 30,000 shares of Common
Stock by gift to Tallulah. On April 18, 1994, Sam Wyly was
granted an option to purchase 100,000 shares of Common Stock,
which option is not, in whole or in part, presently exercisable
or exercisable within sixty days hereof.
On October 4, 1993, Brush Creek, Ltd., a Texas limited
partnership of which Charles J. Wyly, Jr. is general partner
("Brush Creek"), disposed of 15,000 shares of Common Stock by
gift. On October 26, 1993, 17,313 shares of Common Stock held
f/b/o The Martha Caroline Wyly Trust (for which Mr. Wyly is
trustee) were sold in an open market transaction at a price of
$34.50 per share. On October 26, 1993, 187 shares of Common
Stock held by Mr. Wyly's children (for which shares Mr. Wyly
holds a power of attorney to vote) were sold in an open market
transaction at a price of $34.50 per share. On December 21,
1993, 1,000 shares of Common Stock held f/b/o The Charles Joseph
Wyly III Trust (for which Mr. Wyly is trustee) were disposed of
by gift. On December 21, 1993, 1,000 shares of Common Stock held
f/b/o The Emily Ann Wyly Trust (for which Mr. Wyly is trustee)
were disposed of by gift. On December 21, 1994, 1,000 shares of
Common Stock held f/b/o The Jennifer Lynn Wyly Trust (for which
Mr. Wyly is trustee) were disposed of by gift. On December 21,
1994, 5,000 shares of Common Stock held f/b/o The Martha Caroline
Wyly Trust (for which Mr. Wyly is trustee) were disposed of by
gift. On April 18, 1994, Charles J. Wyly, Jr. was granted an
option to purchase 50,000 shares of Common Stock, which option is
not, in whole or in part, presently exercisable or exercisable
within sixty days hereof.
On May 11, 1994, Maverick Entrepreneurs Fund, Ltd. purchased
85,000 shares of Common Stock in open market transactions at a
purchase price of $39.50 per share. On May 12, 1994, Maverick
Entrepreneurs Fund, Ltd. purchased 15,000 shares of Common Stock
in open market transactions; 5,000 shares of which were purchased
at a price of $39.50 per share and 10,000 shares of which were
purchased at a price of $39.25 per share.
Mr. Sam Wyly beneficially owns 2,218,553 shares, or 12.9%,
of the outstanding Common Stock. Sam Wyly beneficially owns
66,666 of such shares by virtue of his ownership
<PAGE>
CUSIP NO. 594087-10-8 13D Page 8 of 11 Pages
of options; beneficially owns 1,024,536 of such shares as general
partner of Tallulah (through direct ownership by Tallulah
of 874,536 shares and beneficial ownership by Tallulah of an
additional 150,000 shares as a result of Tallulah's ownership of
options); beneficially owns 200,000 of such shares as general
partner of Maverick Entrepreneurs Fund, Ltd.; beneficially owns 7,918
of such shares as the guardian of a minor child; beneficially owns
15,836 of such shares by virtue of his holding a power of
attorney to vote the shares of two adult children; beneficially
owns 490,925 of such shares as trustee and as a member of the
Investment Committee for Michaels Stores, Inc. Employees 401(k)
Plan and Trust (based on a 401(k) Plan statement dated March 25,
1994) and beneficially owns an aggregate of 412,672 of such
shares as trustee of the trusts listed below:
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY
NAME OF TRUST OWNED
- ---------------------------------------- -------------
<C> <S> <C>
1. The Christiana Parker Wyly Trust 82,393
2. The Andrew David Sparrow Wyly Trust 82,393
3. The Laurie L. Wyly Revocable Trust 123,943
4. The Lisa Wyly Revocable Trust 123,943
</TABLE>
Sam Wyly possesses sole voting power with respect to
1,410,962 shares of Common Stock, sole dispositive power with
respect to 1,627,628 shares of Common Stock and shared voting and
dispositive power with respect to 690,925 shares of Common Stock.
Charles J. Wyly, Jr. beneficially owns 1,929,883 shares, or
11.3%, of the outstanding Common Stock. Charles J. Wyly, Jr.
owns 108,333 of such shares by virtue of his ownership of
options; beneficially owns 755,000 of such shares as general
partner of Brush Creek; beneficially owns 374 of such shares by
virtue of his holding a power of attorney to vote the shares of
four adult children; beneficially owns 200,000 of such shares as
general partner of Maverick Entrepreneurs Fund, Ltd. and
beneficially owns an aggregate of 866,176 of such shares as
trustee of the trusts listed below:
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY
NAME OF TRUST OWNED
- ---------------------------------------- -------------
<C> <S> <C>
1. The Charles Joseph Wyly III Trust 190,913
2. The Martha Caroline Wyly Trust 170,000
3. The Emily Ann Wyly Trust 190,813
</TABLE>
<PAGE>
CUSIP NO. 594087-10-8 13D Page 9 of 11 Pages
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY
NAME OF TRUST OWNED
- ---------------------------------------- -------------
<C> <S> <C>
4. The Jennifer Lynn Wyly Trust 190,507
5. The Sam Wyly and Rosemary Wyly Children's 123,943
Trust No. 1 of 1965 for the benefit of
Kelly Wyly
</TABLE>
Charles J. Wyly, Jr. possesses sole voting power with
respect to 1,621,550 shares of Common Stock, sole dispositive
power with respect to 1,729,883 shares of Common Stock and shared
voting and dispositive power with respect to 200,000 shares of
Common Stock.
Maverick Entrepreneurs Fund, Ltd. beneficially owns 200,000
shares, or 1.2%, of the outstanding Common Stock. Maverick
Entrepreneurs Fund, Ltd. owns all of such shares directly.
The Reporting Persons as a group beneficially own 3,948,436
shares, or 22.8%, of the outstanding Common Stock. The Reporting
Persons as a group possess sole voting power with respect to
3,132,512 shares of Common Stock, sole dispositive power with
respect to 3,457,511 shares of Common Stock and shared voting and
dispositive power with respect to 490,925 shares of Common Stock.
Except as set forth in this Item 5, no transactions in the
Common Stock were effected by the Reporting Persons during the
past 60 days or since the most recent filing on Schedule 13D,
whichever is less.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6
is hereby amended and restated in its entirety to read as
follows:
Sam Wyly and the trustees of the trusts enumerated above in
Item 5 have pledged the Michaels Common Stock owned individually
by Mr. Wyly and by the trusts as collateral for lines of credit
extended to Mr. Wyly and such trusts.
Except as described in Item 5, no other person is known to
have the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of the securities to
which this statement relates. Except for the arrangements
described in Item 3, none of the Reporting Persons has entered
into any contracts, arrangements, understandings, or
relationships (legal or otherwise) with any person with respect
to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Agreement pursuant to Rule 13d-1(f)(1)(iii).
<PAGE>
CUSIP NO. 594087-10-8 13D Page 10 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: May 13, 1994 /s/ Sam Wyly
-------------------- ---------------------------------
Sam Wyly
/s/ Charles J. Wyly, Jr.
---------------------------------
Charles J. Wyly, Jr.
MAVERICK ENTREPRENEURS FUND, LTD.
(formerly First Dallas Limited)
By: /s/ Sam Wyly
-----------------------------
Sam Wyly,
General Partner
By: /s/ Charles J. Wyly, Jr.
-----------------------------
Charles J. Wyly, Jr.,
General Partner
<PAGE>
CUSIP NO. 594087-10-8 13D Page 11 of 11 Pages
EXHIBIT 1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them.
Date: May 13, 1994 /s/ Sam Wyly
-------------------- ---------------------------------
Sam Wyly
/s/ Charles J. Wyly, Jr.
---------------------------------
Charles J. Wyly, Jr.
MAVERICK ENTREPRENEURS FUND, LTD.
(formerly First Dallas Limited)
By: /s/ Sam Wyly
-----------------------------
Sam Wyly,
General Partner
By: /s/ Charles J. Wyly, Jr.
-----------------------------
Charles J. Wyly, Jr.,
General Partner
336477.02/D
