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Registration Statement No. 33-54726
Filed Pursuant to Rule 424(c)
MICHAELS STORES, INC.
SUPPLEMENT DATED NOVEMBER 30, 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:
Douglas B. Sullivan intends to offer 20,000 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 Legg, Mason, Wood, Walker, Inc.,
Winston-Salem, North Carolina. Mr. Sullivan will pay such brokerage
firm a commission for the sale of the Common Stock, which commission
shall be $.065 per share of Common Stock sold.
On November 30, 1994, the closing price of the Common Stock on The Nasdaq
National Market was $39 5/8.
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 of 20,000 shares of
Common Stock held by Douglas B. Sullivan.
The following table sets forth information as of November 30, 1994
concerning the Common Stock held by Mr. Sullivan 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.
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<TABLE>
<CAPTION>
Beneficial Common Stock
Ownership of Offered for
Common Stock Selling Percent of
Prior to Stockholder's Class After
Offering Account Offering(2)
-------- ------- -----------
<S> <C> <C> <C>
Douglas B. Sullivan 91,750(1)(3) 20,000 *
<FN>
* Indicates shares held are less than 1% of class.
(1) Includes 75,000 shares subject to presently exercisable options.
(2) Assumes the exercise of all Options and the sale of the Common Stock
acquired thereby.
(3) Excludes 4,478 shares indirectly held in 401(k) Plan Trust (based on
401(k) statement dated as of 10/31/93).
</TABLE>
Mr. Sullivan serves as Executive Vice President of the Company.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 30, 1994.
