<PAGE>
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-29423
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 20, 1997)
4,500,000 SHARES
MICHAELS STORES, INC.
Common Stock
This Prospectus Supplement supplements the Prospectus dated June 20, 1997
(the "Prospectus") of Michaels Stores, Inc. (the "Company") relating to (i) the
offer and sale by the Company of up to 4,500,000 shares (the "Shares") of the
Company's common stock, par value $0.10 per share, issuable by the Company upon
the exercise of Options granted or to be granted from time to time to eligible
persons pursuant to the provisions of the Plan and the subsequent offer and
resale of such Shares from time to time by the Selling Stockholders and (ii) to
such indeterminate number of additional shares of Common Stock as may become
subject to awards under the Plan as a result of the antidilution provisions
contained therein. This Prospectus Supplement is not complete and may only be
delivered with the Prospectus. Terms used in this Prospectus Supplement that
are defined in the Prospectus are used herein as so defined.
This Prospectus Supplement restates in its entirety the information set
forth under the caption "Selling Stockholders" in the Prospectus.
__________________
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS OCTOBER 10, 1997
<PAGE>
SELLING STOCKHOLDERS
This Prospectus covers the purchase from the Company of an aggregate of up
to 4,500,000 Shares, plus such indeterminate number of additional shares of
Common Stock as may become subject to awards under the Plan as a result of the
antidilution provisions contained therein, by the holders of Options upon the
exercise thereof in accordance with their terms and the subsequent offer and
resale of Shares previously acquired or to be acquired by certain holders of
Options upon exercise thereof.
Pursuant to the provisions of the Plan, the Board of Directors of the
Company (the "Board") and/or the 1992 Non-Statutory Plan Committee of the Board
(the "1992 Non-Statutory Plan Committee") will, among other things, determine
from time to time (i) the individuals, from among the full-time employees and
key advisors, including directors, of the Company, to whom Options will be
granted, (ii) the number of shares of Common Stock to be covered by each Option,
and (iii) the purchase price of Common Stock subject to each Option, which may
be equal to, less than or greater than the fair market value of the Common Stock
on the date of grant. Unless sooner terminated by action of the Board, the Plan
terminates on August 31, 2002, and no Options may be granted pursuant to the
Plan after such date.
The following table sets forth certain information as of October 8,
1997, with respect to Selling Stockholders who currently hold Options to
purchase Shares, including any positions, offices or other material
relationships of certain Selling Stockholders with the Company. The Company
is unaware of whether the Selling Stockholders listed below presently intend
to sell the Shares they may acquire upon exercise of Options. The Company in
the future may grant additional Options to the persons listed below and to
persons other than those listed below whose subsequent sale of Shares will be
covered by this Prospectus, which, in such case, will be supplemented.
2
<PAGE>
<TABLE>
Common Stock Number of Common Stock
Ownership Prior Shares of Ownership After
to Offering (1)(2) Common Stock Offering (2)
--------------------- -------------- ---------------------
Name and Position Number Percentage Offered Hereby Number Percentage
- ----------------- ------- ---------- -------------- ------ ----------
<S> <C> <C> <C> <C> <C>
Michael C. French (3)
Managing Director 84,533 * 8,333 76,200 *
R. Michael Rouleau (4)
President and Chief
Executive Officer 616,946 2.1% 173,503 443,443 1.5%
Bryan M. DeCordova (5)
Executive Vice President -
Chief Financial Officer 75,000 * 50,000 25,000 *
Lawrence H. Fine (6)
Executive Vice President -
General Merchandise Manager 66,667 * 50,000 16,667 *
Duane Hiemenz (7)
Executive Vice President -
Store Operations 81,500 * 26,667 54,833 *
James Tucker (8)
Executive Vice President -
Chief Information Officer 75,000 * 50,000 25,000 *
Douglas B. Sullivan (9)
Executive Vice President -
Development 205,312 * 5,000 200,312 *
</TABLE>
- -------------------
* Less than 1% of class.
(1) Based on ownership as of October 8, 1997. Persons holding shares of
Common Stock pursuant to the Michaels Stores, Inc. Employees 401(k) Plan
(the "401(k) Plan") generally have sole voting power and investment power
with respect to such shares.
(2) Based on 28,638,703 shares of Common Stock issued and outstanding as of
October 8, 1997.
(3) Includes 8,333 Shares to be acquired upon exercise of Options granted under
the Plan, all of which become exercisable on April 1, 1998. Also includes
75,000 shares to be acquired upon exercise of options granted under other
stock options of the Company and 1,200 shares of common stock held in a
retirement account directed by Mr. French.
(4) Includes 173,503 Shares to be acquired upon exercise of Options granted
under the Plan, 57,834 of which are presently exercisable, 57,834 of which
become exercisable on July 25, 1998 and 57,835 of which become exercisable
on July 25, 1999. Also includes 426,497 shares to be acquired upon
exercise of options granted under other stock option plans of the Company
and 1,946 shares of Common Stock held pursuant to the 401(k) Plan.
(5) Includes 50,000 Shares to be acquired upon exercise of Options granted
under the Plan, 25,000 of which become exercisable on each of February 24,
1998 and 1999. Also includes 25,000 shares to be acquired upon exercise of
options granted under other stock option plans of the Company.
(6) Includes 50,000 shares to be acquired upon exercise of Options granted
under the Plan, 25,000 of which become exercisable on each of December 2,
1997 and 1998. Also includes 16,667 shares to be acquired upon exercise of
options granted under other stock option plans of the Company.
3
<PAGE>
(7) Includes 26,667 Shares to be acquired upon exercise of Options granted
under the Plan, 10,000 of which become exercisable on June 28, 1998 and
16,667 of which become exercisable on August 5, 1998. Also includes 53,333
shares to be acquired upon exercise of options granted under other stock
option plans of the Company.
(8) Includes 50,000 Shares to be acquired upon exercise of Options granted
under the Plan, 25,000 of which become exercisable on each of May 14, 1998
and 1999. Also includes 25,000 shares to be acquired upon exercise of
options granted under other stock option plans of the Company.
(9) Includes 5,000 Shares to be acquired upon exercise of Options granted under
the Plan, all of which are presently exercisable. Also includes 155,500
shares to be acquired upon exercise of options acquired under other stock
option plans of the Company and 7,337 shares of Common Stock held pursuant
to the 401(k) Plan.
4
