<PAGE>
As filed with the Securities and Exchange Commission on May 27, 1994
---
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
MICHAELS STORES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1943604
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5931 Campus Circle Drive
Irving, Texas 75063
P.O. Box 619566
DFW, Texas 75261-9566
(214) 580-8242
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
JACK E. BUSH
5931 Campus Circle Drive
Irving, Texas 75063
(214) 580-8242
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
----------------
Copies to:
MARK V. BEASLEY, ESQ. CHARLES D. MAGUIRE, JR., ESQ.
MICHAELS STORES, INC. JACKSON & WALKER, L.L.P.
P.O. Box 619566 901 Main Street
Dallas, Texas 75261-9566 Suite 6000
Dallas, Texas 75202
----------------
Approximate date of commencement of proposed sale to the public: From time
to time 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 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. [X]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Each Class Amount Proposed Maximum Proposed Maximum
of Securities to to be Offering Price Aggregate Amount of
be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 455,000 shares $38.375 $17,460,625.00 $6,021.00
$ .10 per share
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the
Common Stock as reported by the National Association of Securities Dealers,
Inc., National Market System on May 26, 1994.
</TABLE>
----------------
<PAGE>
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>
PROSPECTUS
455,000 Shares
MICHAELS STORES, INC.
Common Stock
This Prospectus relates to the offer and sale of an aggregate of 455,000
shares (the "Shares") of common stock, par value $0.10 per share (the "Common
Stock") of Michaels Stores, Inc. (the "Company"), by certain stockholders of the
Company (the "Selling Stockholders").
The Selling Stockholders directly, through agents designated from time to
time, or through dealers or underwriters also to be designated, may sell the
Shares from time to time on terms to be determined at the time of sale. The
Common Stock is quoted through the Nasdaq National Market ("NASDAQ/NMS") and
the Shares may be sold from time to time by the Selling Stockholders either
directly in private transactions, or through one or more brokers or dealers
through NASDAQ/NMS at such prices and upon such terms as may be obtainable.
Upon any sale of the Shares offered hereby, Selling Stockholders and
participating agents, brokers or dealers may be deemed to be underwriters as
that term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and commissions or discounts or any profit realized on the resale of such
securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company, however, understands that the
Selling Stockholders do not admit that they are underwriters within the meaning
of the Securities Act. The Company will not receive any of the proceeds from
the sales of the securities offered hereby.
No underwriter is being utilized in connection with this offering. The
Company will pay all expenses incurred in connection with this offering, which
are estimated to be approximately $15,000.
On May 26, 1994, the closing price of the Common Stock on NASDAQ/NMS
(trading symbol "MIKE") was $38.50.
----------------
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 ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is ___________, 1994.
<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 can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
in Chicago, Illinois (Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60604) and New York, New York (7 World Trade Center,
13th Floor, New York, New York 10007). Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
This Prospectus, which constitutes part of a Registration Statement filed
by the Company with the Commission under the Securities Act (the "Registration
Statement"), omits certain of the information contained in the Registration
Statement. Reference is made to the Registration Statement and to the exhibits
thereto for further information with respect to the Company and the Shares
offered hereby. Copies of such Registration Statement are available from the
Commission. Statements contained herein concerning the provisions of documents
filed herewith as exhibits are necessarily summaries of such documents, and each
such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
The Company's principal executive offices are located at 5931 Campus Circle
Drive, Irving, Texas, its mailing address is P.O. Box 619566, DFW, Texas 75261-
9566, and its telephone number at such address is (214) 580-8242.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof: (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 Shareholders held on May 24, 1994; (iii) Current Report on Form 8-K
dated February 16, 1994 (filed with the Commission on May 23, 1994); and
(iv) Registration Statement on Form 8-A (No. 0-11822) effective as of
September 11, 1991.
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 offering of Shares to be made hereunder shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing thereof. Any statement contained in a document incorporated or
deemed to be 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.
2
<PAGE>
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 herein or in the Registration
Statement by reference (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 the Company's principal office: Michaels
Stores, Inc., P.O. Box 619566, DFW, Texas 75261-9566, Attention: Investor
Relations, (214) 580-8242.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered hereby.
SELLING STOCKHOLDERS
This Prospectus covers the offer and resale from time to time by each
Selling Stockholder of the Shares owned by each such Selling Stockholder. Set
forth below are the names of each Selling Stockholder, the nature of any
position, office, or other material relationship that the Selling Stockholder
has had within the past three years with the Company or any of its predecessors
or affiliates, the number of shares of Common Stock owned as of May 26, 1994,
by each Selling Stockholder, the number of shares of Common Stock that may be
offered and sold by such Selling Stockholder pursuant to this Prospectus and the
number of shares of Common Stock, and (if one percent or more) the percentage of
Common Stock, to be owned by each Selling Stockholder upon completion of the
offering if all Shares are sold. Any or all of the shares of Common Stock
listed below may be offered for sale by the Selling Stockholders from time to
time.
3
<PAGE>
<TABLE>
<CAPTION>
Common Stock Beneficial
Beneficial Offered for Ownership of
Ownership of Selling Common Percent of
Common Stock Stockholders' Stock After Class after
Name Prior to Offering Account Offering Offering
- ---- ----------------- ------- -------- --------
<S> <C> <C> <C> <C>
Nelson M. Ross Jr. and L. 49,988 49,988 0 *
Marilyn Ross, Trustees Under the
Ross Living Trust dated 1/29/91(1)
James N. Ross(2) 105,509 105,509 0 *
Lorie A.(2) and Eugene R. 25,248 25,248 0 *
Petrasso
Stephen C.(2) and Diana M. Isom 14,116 14,116 0 *
Bernita Fenn 7,588 7,588 0 *
Robert T. and Sheila O. Rogers, 64,409 64,409 0 *
co-trustees U.D.T. dated 6/12/85(1)
Delbert L. and Mary Lee Newton 4,083 4,083 0 *
Shirley M. Smith(2) 13,867 13,867 0 *
Ralph E.(2) and Teresa McQuillin 39,990 39,990 0 *
Linda Adams(2) 653 653 0 *
Dennis(2) and Betty Phillips 594 594 0 *
Richie D.(2) and Janice(2) Rigney 23,933 23,933 0 *
Christopher D.(2) and Debra Epp(2) 26,815 26,815 0 *
John and Melissa(2) Boland 6,395 6,395 0 *
David Fenn(2) 17,849 17,849 0 *
Brian(2) and Linda Frysinger 4,095 4,095 0 *
Murial(2) and Earl Frysinger 5,145 5,145 0 *
Lisa and Thomas Konoske 3,178 3,178 0 *
Kathryn Anderson(2) 1,138 1,138 0 *
Philip(2) and Karen(2) Rogers 12,991 12,991 0 *
Thomas and Jill Wyckoff 18,296 18,296 0 *
David Wyckoff 669 669 0 *
<FN>
___________________________________________
*Indicates shares held are less than 1% of class.
(1) Trustees of the Selling Stockholder were directors and/or officers of one
or more of the Acquired Companies (as defined below).
(2) The Selling Stockholder was a director and/or officer of one or more of the
Acquired Companies.
</TABLE>
Pursuant to an Agreement and Plan of Merger dated March 3, 1994, as
amended, (the "Merger Agreement"), the Company acquired through merger all of
the outstanding capital stock of Oregon Craft & Floral Supply Co., Inc., an
Oregon corporation; Oregon Craft & Floral Supply Co. II, Inc., an Oregon
corporation; Oregon Craft & Floral Supply Co. III, Inc., an Oregon corporation;
Oregon Craft & Floral Supply Co. IV, Inc., an Oregon corporation; Oregon Craft
and Floral Supply Co. V., Inc., a Washington corporation; Oregon Craft & Floral
Supply Co. VI,
4
<PAGE>
Inc., an Oregon corporation; Oregon Craft & Floral Supply Co. VII, Inc., an
Oregon corporation; Oregon Craft & Floral Supply Co. VIII, Inc., an Oregon
corporation; Oregon Craft & Floral Supply Co. IX, Inc., an Oregon corporation;
Habif & Ross Enterprises, Inc., a California corporation; Riverside Craft &
Floral Supply Co., Inc., a California corporation; San Diego Craft & Floral
Supply Co., Inc., a California corporation; Mission Viejo Craft & Floral, Inc.,
a California corporation; H.F.C.S., Inc., a California corporation; San Leandro
Craft & Floral Supply Co., Inc., a California corporation; Orange Craft & Floral
Supply Co., Inc., a California corporation; H & H Craft & Floral Supply Co. #9,
Inc., a California corporation; and OC&F Number 18, Inc. (f/k/a Party Depot,
Inc.), an Oregon corporation (collectively the "Acquired Companies"). The
Company agreed to register the shares of Common Stock issued pursuant to the
Merger Agreement under the Securities Act for resale by the Selling
Stockholders. The Company will not receive any of the proceeds from the sale of
the Shares by the Selling Stockholders.
PLAN OF DISTRIBUTION
The Common Stock offered hereby may be sold from time to time to
purchasers directly by any of the Selling Stockholders. Alternatively, the
Selling Stockholders may from time to time offer the Common Stock through
underwriters, dealers or agents who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the Common Stock for whom they may act as agent. The
Selling Stockholders and any underwriters, dealers or agents that participate in
the distribution of the Common Stock may be deemed to be underwriters, and any
profit on the sale of the Common Stock by them and any discounts, commissions or
concessions received by any such underwriters, dealers or agents might be deemed
to be underwriting discounts and commissions under the Securities Act. The
Company, however, understands that the Selling Stockholders do not admit that
they are underwriters within the meaning of the Securities Act.
The Common Stock may be sold from time to time in one or more
transactions at fixed offering prices, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. The Company will
pay all of the expenses incident to the offering and sale of the Common Stock to
the public other than commissions and discounts of underwriters, dealers or
agents, brokers' fees and the fees and expenses of any counsel to the Selling
Stockholders related thereto.
The Company has agreed to indemnify certain of the Selling
Stockholders and certain Selling Stockholders have agreed to indemnify the
Company from certain damages or liabilities arising out of or based upon any
untrue statement of a material fact contained in or material omission from the
Registration Statement, to the extent such untrue statement or omission was made
in the Registration Statement in reliance upon information furnished by the
indemnifying party.
5
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the validity of the
securities offered hereby have been passed upon for the Company by Jackson &
Walker, 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 the Company, incorporated by
reference in the Company's Annual Report (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.
6
<PAGE>
455,000 SHARES
No person has been authorized to give any
information or to make any representation
other than those contained in this Prospectus,
and if given or made, such information or
representations must not be relied upon.
This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy
any securities other than registered securities
to which it relates, or an offer to or a
solicitation of any person in any jurisdiction
where such offer or solicitation would be
unlawful. The delivery of this Prospectus at
any time does not imply that the information
herein is correct as of any date subsequent to
its date. MICHAELS STORES, INC.
-------------------- COMMON STOCK
------------
PROSPECTUS
------------
TABLE OF CONTENTS
PAGE , 1994
---- ----------
Available Information . . 2
Incorporation of Certain
Documents by Reference 2
Use of Proceeds . . . . . 3
Selling Stockholders . . 3
Plan of Distribution . . 5
Legal Matters . . . . . . 6
Experts . . . . . . . . . 6
<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>
<CAPTION>
<S> <C>
Registration Fees. . . . . . . $ 6,021.00
Accounting Fees and Expenses . 2,500.00
Legal Fees and Expenses. . . . 4,000.00
Printing Expenses 2,000.00
Miscellaneous. . . . . . . . . 479.00
------------
Total. . . . . . . . . . . . . $15,000.00
</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 3.1 of this Registration Statement, which
provides for indemnification of directors and officers.
Reference is made to Article IX of the Registrant's Amended Bylaws, Exhibit
3.2 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.
II-1
<PAGE>
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.
Exhibit
Number Description of Exhibit
- -------- ----------------------
1 None.
2.1 Agreement and Plan of Merger, dated as of March 3, 1994, among
Michaels Stores, Inc. and the other parties listed therein.(1)
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of March
3, 1994, among Michaels Stores, Inc. and the other parties listed
therein.(1)
3.1 Restated Certificate of Incorporation of Michaels Stores, Inc.(2)
3.2 Bylaws of Michaels Stores, Inc. as amended and restated.(3)
4.1 Form of Common Stock Certificate.(3)
4.2 Common Stock and Warrant Agreement dated as of October 16, 1984
between Michaels Stores, Inc. and Peoples Restaurants, Inc.,
including form of Warrant.(4)
4.3 First Amendment to Common Stock and Warrant Agreement dated October
31, 1984 between The First Dallas Group, Ltd. and Michaels Stores,
Inc.(4)
4.4 Second Amendment to Common Stock and Warrant Agreement dated
November 28, 1984 between First Dallas Investments-Michaels I, Ltd.
and Michaels Stores, Inc.(4)
4.5 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.(5)
4.6 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.(2)
II-2
<PAGE>
4.7 Michaels Stores, Inc. Key Employee Stock Compensation Program,
effective February 25, 1992.(2)
4.8 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.(4)
5 Opinion of Jackson & Walker, L.L.P.(6)
8 None.
12 None.
15 None.
23.1 Consent of Ernst & Young.(6)
23.2 Consent of Jackson & Walker, L.L.P.(7)
24 Power of Attorney.(8)
26 None.
27 None.
28 None.
____________
(1) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-3 (No. 33-53639) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-8 (No. 33-54726) and incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's Report on Form 10-K, for
the year ended January 30, 1994 and incorporated herein by reference.
(4) Previously filed as an exhibit to the Registrant's Report on Form 10-K for
the year ended January 31, 1993 and incorporated herein by reference.
(5) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-1 (No. 33-9456) and incorporated herein by reference.
(6) Filed herewith.
(7) Included in the opinion of Jackson & Walker, L.L.P., filed herewith.
(8) Included in the signature pages hereto.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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.
(c) 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
II-4
<PAGE>
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.
II-5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below authorizes Jack E. Bush, R. Don
Morris and Mark V. Beasley, and each of them, each of whom may act without
joinder of the others, to execute in the name of each such person who is then an
officer or director of the Registrant and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in respect thereof, in
connection with the registration of the securities which are the subject of this
Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney may deem appropriate.
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 27th day of
May, 1994.
MICHAELS STORES, INC.
By: /s/ JACK E. BUSH
-------------------------------
Jack E. Bush
President, Chief Operating
Officer and Director
II-6
<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.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
Chairman of the
/s/ SAM WYLY Board of Directors and May 27, 1994
- --------------------------------- Chief Executive Officer
Sam Wyly (Principal Executive
Officer)
/s/ CHARLES J. WYLY, JR. Vice Chairman of the
- --------------------------------- Board of Directors May 27, 1994
Charles J. Wyly, Jr.
/s/ JACK E. BUSH President, Chief
- --------------------------------- Operating Officer and May 27, 1994
Jack E. Bush Director
/s/ WILLIAM O. HUNT
- --------------------------------- Director May 27, 1994
William O. Hunt
- ---------------------------------
Richard E. Hanlon Director , 1994
---------
II-7
<PAGE>
<S> <C> <C>
- ---------------------------------- Director , 1994
F. Jay Taylor ------
/s/ MICHAEL C. FRENCH
- ---------------------------------- Director May 27, 1994
Michael C. French
/s/ EVAN A. WYLY
- ---------------------------------- Director May 27, 1994
Evan A. Wyly
/s/ DONALD R. MILLER, JR. Vice President-
- ---------------------------------- Market Development, May 27, 1994
Donald R. Miller, Jr. and Director
Executive Vice President and Chief
/s/ R. DON MORRIS Financial Officer (Principal
- ---------------------------------- Financial and Accounting Officer) May 27, 1994
R. Don Morris
</TABLE>
II-8
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
5 Opinion of Jackson & Walker.
23.1 Consent of Ernst & Young.
23.2 Consent of Jackson & Walker, L.L.P.*
24 Power of Attorney.**
____________
* Included in the opinion of Jackson & Walker, L.L.P., filed herewith.
** Included in the signature pages hereto.
<PAGE>
EXHIBIT 5
May 27, 1994
Michaels Stores, Inc.
5931 Campus Circle Drive
Las Colinas Business Park
Irving, Texas 75063
Re: Registration Statement on Form S-3 of Michaels Stores, Inc.
Ladies and Gentlemen:
We are acting as counsel for Michaels Stores, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended "the "Act"), of the offer and sale of up to 455,000 shares of
common stock, par value $.10 per share, of the Company (the "Shares") by
certain "Selling Stockholders" (as defined in the above-captioned registration
statement). The Company's Registration Statement on Form S-3 covering the sale
of the Shares (the "Registration Statement") will be filed under the Act with
the Securities and Exchange Commission (the "Commission") on May 27, 1994.
In reaching the conclusions expressed in this opinion, we have examined and
relied on such documents, corporate records and other instruments, including
certificates of public officials and certificates of officers of the Company,
and made such further investigation and inquiry as we have deemed necessary to
the opinions expressed herein. We have assumed that all signatures on all
documents submitted to us are genuine, that all documents submitted to us as
originals are accurate and complete, and that all documents submitted to us as
copies are true, correct and complete copies of the originals thereof.
Based solely upon the foregoing and subject to the comments and exceptions
herein stated, we are of the opinion that the Shares issued pursuant to the
terms of the Agreement and Plan of Merger, as amended, dated as of March 3,
1994 among the Company and the other parties listed therein (a copy of which
was previously filed as an exhibit to a Registration Statement on Form S-3
(No. 33-53639)), have been validly issued, and are fully paid and
nonassessable.
<PAGE>
Michaels Stores, Inc.
May 27, 1994
Page 2
We express no opinion as to the laws of any jurisdiction other than the
State of Texas and, solely with respect to matters of corporate law, the State
of Delaware. You should be aware that we are not admitted to practice law in
the State of Delaware. Accordingly, any opinion herein as to the laws of the
State of Delaware is based solely upon the latest generally available
compilation of the statutes and case law of such state.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to our firm therein
under the caption "Legal Matters". In giving this consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ JACKSON & WALKER, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Michaels Stores,
Inc. for the registration of 455,000 shares of its common stock 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.
/s/ Ernst & Young
ERNST & YOUNG
Dallas, Texas
May 26, 1994
