<PAGE>
Registration Statement No. 33-54726
Filed Pursuant to Rule 424(c)
MICHAELS STORES, INC.
SUPPLEMENT DATED SEPTEMBER 29, 1994 TO PROSPECTUS DATED
NOVEMBER 20, 1992
With respect to the resale prospectus covering 2,051,087 shares of Common
Stock of Michaels Stores, Inc. filed with the Form S-8 Registration Statement
No. 33-54726:
The section entitled "Plan of Distribution" is hereby amended by adding the
following paragraph at the end of such section on page three of this Prospectus:
R. Don Morris intends to offer 16,000 shares of Common Stock held
by him. Sales of the Common Stock pursuant to this offer will be
effected by the brokerage firm of Southwest Securities, Inc., Dallas,
Texas. Mr. Morris will pay such brokerage firm a commission for the
sale of the Common Stock, which commission shall be $.12 per share of
Common Stock sold.
On September 29, 1994, the closing price of the Common Stock on The Nasdaq
National Market was $42.
The section entitled "Selling Shareholders" in this Prospectus is hereby
amended by adding the following disclosure at the end of such section on page
two of this Prospectus:
This Prospectus Supplement covers the offer and sale by R. Don
Morris of 16,000 shares of Common Stock held by R. Don Morris.
The following table sets forth information as of September 29, 1994
concerning the Common Stock held by Mr. Morris 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>
Beneficial Common Stock
Ownership of Offered for Selling
Common Stock Stockholder's Percent of Class
Prior to Offering Account After Offering
----------------- ------------------- ----------------
<S> <C> <C> <C>
R. Don Morris 108,850(1)(2) 16,000 *
<FN>
(1) Includes 77,500 shares subject to presently exercisable options.
(2) Excludes 2,286 shares indirectly held in 401(K) Plan Trust (based on 401(K)
Plan Statement dated 10/31/93).
* Indicates shares held are less than 1% of class.
</TABLE>
Mr. Morris serves as Executive Vice President and Chief Financial Officer
of the Company.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 29, 1994.
