<PAGE>
As filed with the Securities and Exchange Commission on September 19, 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) 714-7000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
R. DON MORRIS
5931 Campus Circle Drive
Irving, Texas 75063
(214) 714-7000
(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
DFW, 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]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
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
$.10 per share 901,066 shares $42.875 $38,633,204.75 $13,322
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
<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 Nasdaq National Market on
September 14, 1994.
</TABLE>
The Company hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Company 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
901,066 Shares
MICHAELS STORES, INC.
Common Stock
This Prospectus relates to the offer and sale of an aggregate of up to
901,066 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 are former capital stockholders, or the distributees of former
capital stockholders, of Leewards Creative Crafts, Inc., a Delaware
corporation ("Leewards"). The Shares offered hereby were distributed to
former capital stockholders of Leewards under the terms of the Merger
Agreement (as defined herein) pursuant to which a wholly-owned subsidiary of
the Company merged with and into Leewards.
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, the 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
Shares 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 Shares offered hereby.
No underwriter is being utilized in connection with this offering,
except as may be used from time to time by one or more of the Selling
Stockholders as described herein. See "Plan of Distribution." The Company
will pay all expenses incurred in connection with this offering, which are
estimated to be approximately $15,000.
On September 16, 1994, the closing price of the Common Stock on NASDAQ/
NMS (trading symbol "MIKE") was $44.
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 60611) and New York, New York (7 World
Trade Center, 13th Floor, New York, New York 10048). Copies of such material
can also be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Room 1024, 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) 714-7000.
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 filed
May 23, 1994, as amended by Form 8-K/A filed June 23, 1994, Form 8-K/A filed
June 30, 1994 and Form 8-K/A filed July 14, 1994; (iv) Quarterly Report on
Form 10-Q for the quarter ended May 1, 1994; (v) Quarterly Report on Form 10-Q
for the quarter ended July 31, 1994; and (vi) Registration Statement on Form
8-A (No. 0-11822) effective as of September 11, 1991 and any amendments filed
thereto.
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
2
<PAGE>
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.
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) 714-7100.
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 Michaels or any of its predecessors or
affiliates, the number of shares of Common Stock owned as of September 19,
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 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>
Shares Beneficially Shares Beneficially Owned
Owned Prior to the After the
Offering Offering
------------------- Number of Shares -------------------------
Name of Beneficial Owner Number Percent(1) Being Offered(2) Number Percent(1)
- ------------------------ ------ ---------- ---------------- ------ ----------
<S> <C> <C> <C> <C> <C>
Alan Altschuler 3,808 * 3,808 0 *
Stephen J. Berman(3) 3,808 * 3,808 0 *
David E. Bolen(3)(4) 27,456(6) * 24,356 3,100(6) *
The Teachers' Retirement
System of the State of
Illinois(5) 209,027 1.0 209,027 0 *
Frontenac Venture V
Limited Partnership(5) 143,982 * 143,982 0 *
Alan L. and
Myriam G. Magdovitz 3,808 * 3,808 0 *
John A. Popple(3) 16,466 * 16,466 0 *
Prudential-Bache Capital
Partners I., L.P. 87,300 * 87,300 0 *
Prudential-Bache Capital
Partners II, L.P. 29,218 * 29,218 0 *
The Prudential Insurance
Company of America 271,935 1.3 271,935 0 *
John E. Welsh, III 3,808 * 3,808 0 *
------- --- ------- - -
Total 797,516 3.8 797,516 0 *
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
<FN>
*Indicates shares held are less than 1% of class.
(1) Percentage based on the Company's Common Stock outstanding as of
September 19, 1994.
(2) The Shares listed in this Selling Stockholder Table do not include the
Escrowed Shares (as defined below). In the event that the former capital
stockholders of Leewards in fact receive all or part of the Escrowed
Shares, this Selling Stockholder Table will be amended or supplemented to
include such Shares and to include the following former capital
stockholders of Leewards that may also receive a portion of the Escrowed
Shares: Jon H. Browne (a former director and/or officer of Leewards),
GIPEN & Co., MONY Life Insurance Company of America and The Mutual Life
Insurance Company of New York.
(3) This Selling Stockholder is a former director and/or officer of Leewards.
(4) Mr. Bolen is an Executive Vice President of the Company.
(5) This Selling Stockholder, along with others as noted in this Selling
Stockholder Table, formerly held a contractual right to designate a
majority of the members of Leeward's Board of Directors.
(6) Includes 3,000 shares of Common Stock subject to currently exercisable
options.
</TABLE>
Pursuant to that certain Agreement and Plan of Merger dated as of May 10,
1994, as amended (the "Merger Agreement"), a wholly-owned subsidiary of the
Company merged with and into Leewards. Each of the Selling Stockholders
received the shares listed as being offered in the table above (i) under the
terms of the Merger Agreement as partial consideration for the cancellation of
the shares of capital stock of Leewards owned by such Selling Stockholder or
(ii) as a distributee of a former capital stockholder of Leewards, which
capital stockholder received such Shares in the manner described in (i)
4
<PAGE>
above. Under the terms of the Merger Agreement, the former capital
stockholders of Leewards and the Company entered into an Escrow Agreement (the
"Escrow Agreement") with Society National Bank as escrow agent, under which
103,550 Shares (the "Escrowed Shares") of Common Stock were deposited in
escrow to cover the Company's possible indemnification claims under the Merger
Agreement. The Selling Stockholders do not have the right to acquire the
Escrowed Share as of the date of this Prospectus, nor will they have such a
right within 60 days of the date of this Prospectus. Under the Merger
Agreement, the Company agreed to register the Shares under the Securities Act
for resale by the former capital stockholders of Leewards. 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 may also resell Shares in open market
transactions pursuant to the resale provisions of Rule 144 under the
Securities Act or in transactions otherwise permitted under the Securities Act.
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 (except that the Company will pay for
the reasonable fees of one law firm to represent the former capital
stockholders of Leewards in connection with the Registration Statement for
which this Prospectus forms a part, as provided in the Merger Agreement).
The Company has agreed to indemnify certain of the Selling Stockholders
and certain of the 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.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Shares
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.
5
<PAGE>
EXPERTS
The consolidated financial statements of the Company, appearing or
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended January 30, 1994, have been audited by Ernst & Young LLP,
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.
The financial statements of Leewards Creative Crafts, Inc. at January 30,
1994 and January 31, 1993, and for each of the years ended January 30, 1994,
and January 31, 1993 incorporated by reference elsewhere herein have been
audited by Deloitte & Touche LLP, independent auditors, as set forth in
their report thereon incorporated by reference elsewhere herein, which report
expresses an unqualified opinion and includes an explanatory paragraph
relating to the Agreement and Plan of Merger whereby Leewards Creative Crafts,
Inc. would become a subsidiary of Michaels Stores, Inc., and are included in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
6
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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.
-----------------------
TABLE OF CONTENTS
PAGE
Available Information............ 2
Incorporation of Certain
Documents by Reference......... 2
Use of Proceeds.................. 3
Selling Stockholders............. 3
Plan of Distribution............. 5
Legal Matters.................... 5
Experts.......................... 6
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
901,066 SHARES
MICHAELS STORES, INC.
COMMON STOCK
------------
PROSPECTUS
------------
_____________, 1994
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<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 "Company" or the "Registrant"),
are as follows:
Registration Fees................... $ 6,020.00
Accounting Fees and Expenses........ 2,500.00
Legal Fees and Expenses............. 4,000.00
Printing Expenses................... 2,000.00
Miscellaneous....................... 480.00
------------
Total............................... $ 15,000.00
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
Company's certificate of incorporation, bylaws, any agreement or otherwise.
Reference is made to Article Nine of the Company'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 Company's Amended Bylaws, Exhibit
3.2 of this Registration Statement, which provides for indemnification of
directors and officers.
In addition, the Company has entered into Indemnity Agreements with certain
of its directors and executive officers.
The Company 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 Company 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 May 10, 1994, among
Michaels Stores, Inc., LWA Acquisition Corporation and Leewards
Creative Crafts, Inc.(1)
2.2 First Amendment to Agreement and Plan of Merger dated as of June 2,
1994 among Michaels Stores, Inc., LWA Acquisition Corporation and
Leewards Creative Crafts, Inc.(2)
2.3 Stock Purchase Agreement, dated as of February 16, 1994, among
Michaels Stores, Inc., Treasure House Stores, Inc. and the
stockholders of Treasure House Stores, Inc.(3)
2.4 Amendment No. 1 to Stock Purchase Agreement(3)
2.5 Agreement and Plan of Merger, dated as of March 3, 1994, among
Michaels Stores, Inc. and the other parties listed therein.(1)
2.6 Amendment No. 1 to Agreement and Plan of Merger, dated as of March
31, 1994, among Michaels Stores, Inc. and the other parties listed
therein.(1)
3.1 Restated Certificate of Incorporation of Michaels Stores, Inc.(4)
3.2 Bylaws of Michaels Stores, Inc. as amended and restated.(5)
4.1 Form of Common Stock Certificate.(5)
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.(6)
4.3 First Amendment to Common Stock and Warrant Agreement dated October
31, 1984 between The First Dallas Group, Ltd. and Michaels Stores,
Inc.(6)
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.(6)
II-2
<PAGE>
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.(7)
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.(4)
4.7 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.(6)
5 Opinion of Jackson & Walker, L.L.P.(8)
8 None.
12 None.
15 None.
23.1 Consent of Ernst & Young LLP.(8)
23.2 Consent of Deloitte & Touche LLP.(8)
23.3 Consent of Jackson & Walker, L.L.P.(9)
24 Power of Attorney.(10)
26 None.
27 None.
28 None.
____________
(1) Previously filed as an exhibit to Michaels Stores, Inc.'s Registration
Statement on Form S-3 (No. 33-53639) and incorporated herein by reference.
(2) Previously filed as an exhibit to Michaels Stores, Inc.'s Quarterly Report
on Form 10-Q for the quarter ended May 1, 1994 and incorporated herein by
reference.
II-3
<PAGE>
(3) Previously filed as an exhibit to Michaels Stores, Inc.'s Registration
Statement on Form S-3 (No. 33-52311) and incorporated herein by reference.
(4) Previously filed as an exhibit to Michaels Stores, Inc.'s Registration
Statement on Form S-8 (No. 33-54726) and incorporated herein by reference.
(5) Previously filed as an exhibit to Michaels Stores, Inc.'s Report on Form
10-K, for the year ended January 30, 1994 and incorporated herein by
reference.
(6) Previously filed as an exhibit to Michaels Stores, Inc.'s Report on Form
10-K for the year ended January 31, 1993 and incorporated herein by
reference.
(7) Previously filed as an Exhibit to Michaels Stores, Inc.'s Registration
Statement on Form S-1 (No. 33-9456) and incorporated herein by reference.
(8) Filed herewith.
(9) Included in the opinion of Jackson & Walker, L.L.P., filed herewith.
(10) Included in the signature pages hereto.
II-4
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Company 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 Company 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and
II-5
<PAGE>
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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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-6
<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
19th day of September, 1994.
MICHAELS STORES, INC.
By: /s/ JACK E. BUSH
______________________________
Jack E. Bush
President, Chief Operating
Officer and Director
<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.
Signatures Title Date
---------- ----- ----
Chairman of the
Board of Directors and September 19, 1994
/s/ SAM WYLY Chief Executive Officer
- ------------------------ (Principal Executive Officer)
Sam Wyly
/s/ CHARLES J. WYLY, JR. Vice Chairman of the September 19, 1994
- ------------------------ Board of Directors
Charles J. Wyly, Jr.
/s/ JACK E. BUSH President, Chief Operating September 19, 1994
- ------------------------ Officer and Director
Jack E. Bush
/s/ WILLIAM O. HUNT Director September 19, 1994
- ------------------------
William O. Hunt
/s/ RICHARD E. HANLON Director September 19, 1994
- ------------------------
Richard E. Hanlon
/s/ F. JAY TAYLOR Director September 19, 1994
- ------------------------
F. Jay Taylor
/s/ MICHAEL C. FRENCH Director September 19, 1994
- ------------------------
Michael C. French
<PAGE>
Signatures Title Date
---------- ----- ----
/s/ EVAN A. WYLY Director September 19, 1994
- ------------------------
Evan A. Wyly
/s/ DONALD R. MILLER, JR. Vice President- September 19, 1994
- ------------------------- Market Development,
Donald R. Miller, Jr. and Director
Executive Vice President September 19, 1994
/s/ R. DON MORRIS and Chief Financial Officer
- ------------------------- (Principal Financial and
R. Don Morris Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------- -----------------------
5 Opinion of Jackson & Walker, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 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
Opinion of Jackson & Walker, L.L.P.
<PAGE>
[JACKSON & WALKER, L.L.P. Letterhead]
September 19, 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
901,066 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 September 19, 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 reach the opinions expressed herein. We have assumed that all
signatures on all ocuments 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 May 10, 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 and legally issued, and are
fully paid and nonassessable.
<PAGE>
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 Ernst & Young LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3 and related Prospectus of Michaels
Stores, Inc. for the registration of 901,066 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 LLP
ERNST & YOUNG LLP
Dallas, Texas
September 16, 1994
<PAGE>
EXHIBIT 23.2
Consent of Deloitte & Touche LLP
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Michaels Stores, Inc. on Form S-3 of our report dated March 4,
1994 (May 11, 1994 as to Note 11) on the audit of the financial statements of
Leewards Creative Crafts, Inc. (the "Company") as of and for the years ended
January 30, 1994 and January 31, 1993, which expresses an unqualified opinion
and includes an explanatory paragraph relating to the Agreement and Plan of
Merger whereby the Company would become a subsidiary of Michaels Stores, Inc.
We also consent to the reference to us under the heading "experts" in the
Prospectus, which is part of such Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Chicago, Illinois
September 16, 1994
