<PAGE>
Registration Statement No. 33-55537
Filed Pursuant to Rule 424(c)
MICHAELS STORES, INC.
SUPPLEMENT DATED FEBRUARY 9, 1995 TO PROSPECTUS DATED
SEPTEMBER 21, 1994
With respect to the resale prospectus covering 901,066 shares of Common
Stock of Michaels Stores, Inc. (the "Company") filed with the Form S-3
Registration Statement No. 33-55537:
On February 8, 1995, the closing price of the Common Stock on The Nasdaq
National Market was $36.25.
The section entitled "Selling Shareholders" in this Prospectus is hereby
amended by adding the following disclosure as part of the Selling Stockholder
table on page four of this Prospectus. Such disclosure (i) reflects a
distribution of Common Stock by Prudential-Bache Capital Partners I., L.P. to
its partners and (ii) sets forth information as of February 9, 1995,
concerning the indicated Selling Stockholders, who do not have, nor within
the past three years have had, any position, office or other material
relationship with the Company or any of its predecessors or affiliates,
except as noted below.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED AFTER
PRIOR TO THE OFFERING(1) COMMON STOCK OFFERED THE OFFERING(1)
------------------------ FOR SELLING STOCKHOLDERS' ---------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT ACCOUNT(2) NUMBER PERCENT
------------------------ ------ ------- ---------- ------ -------
<S> <C> <C> <C> <C> <C>
Robert Barrett, III 1,074 * 866 208 *
Richard S. Bernstrom 381 * 290 91 *
Harrington Bischof 1,560 * 1,159 401 *
John Calvert-Jones 780 * 580 200 *
M.J. Dansher Trust fbo
John Danaher 145 * 145 0 *
James J. Darr 526 * 526 0 *
John F. Donahue 869 * 869 0 *
William K. Doyle 955 * 742 213 *
Jeana Hurst 277 * 216 61 *
Clay G. Labhar 290 * 290 0 *
Daniel F. Marciano 323 * 229 94 *
Donald F. Miller 555 * 433 122 *
Hana H. Sammer 390 * 290 100 *
Paul V. Sours 638 * 348 290 *
------ - ----- ----- -
TOTAL 8,763 * 6,983 1,780 *
<FN>
* Indicates shares held are less than 1% of class.
</TABLE>
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 9, 1995.
THIS PROSPECTUS WAS PREVIOUSLY SUPPLEMENTED BY PROSPECTUS SUPPLEMENTS
DATED OCTOBER 24, 1994 AND NOVEMBER 8, 1994, RESPECTIVELY.
1. Includes shares indirectly held through ownership of limited partnership
interests in partnerships that own shares of Common Stock.
2. The Shares listed in this Selling Stockholder Table do not include the
Escrowed Shares (as defined in this Prospectus). In the event that the
former capital stockholders of Leewards (as defined in this Prospectus)
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.
