<PAGE>
Registration Statement No. 33-53883
Filed Pursuant to Rule 424(c)
MICHAELS STORES, INC.
SUPPLEMENT DATED SEPTEMBER 14, 1994 TO PROSPECTUS DATED
AUGUST 15, 1994
With respect to the resale prospectus covering 455,000 shares of Common
Stock of Michaels Stores, Inc. filed with the Form S-3 Registration Statement
No. 33-53883:
On September 13, 1994, the closing price of the Common Stock on the Nasdaq
National Market was $43.
The section entitled "Selling Stockholders" in this Prospectus is hereby
amended by adding the following disclosure following the last paragraph on
page three of this Prospectus:
This Prospectus Supplement covers the offer and sale by Donna Fenn
of 8,362 shares of Common Stock.
The following table sets forth information as of September 14, 1994
concerning the Common Stock held by Ms. Fenn 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.
<TABLE>
<CAPTION>
BENEFICIAL COMMON STOCK BENEFICIAL
OWNERSHIP OF OFFERED FOR SELLING OWNERSHIP OF PERCENT OF
COMMON STOCK STOCKHOLDER'S COMMON STOCK CLASS AFTER
PRIOR TO OFFERING ACCOUNT AFTER OFFERING OFFERING
----------------- ------- -------------- --------
<S> <C> <C> <C> <C>
Donna Fenn 8,362 8,362 0 *
<FN>
* Indicates shares held are less than 1% of class.
</TABLE>
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 14, 1994
