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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-29419
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 20, 1997)
6,800,000 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 of up to 6,800,000 shares (the "Shares") of the Company's common
stock, par value $0.10 per share (the "Common Stock"), issuable by the Company
upon exercise of options ("Options") to be granted from time to time to eligible
persons pursuant to the provisions of the Michaels Stores, Inc. 1997 Stock
Option Plan (the "Plan") and the subsequent offer and resale of such Shares from
time to time by certain of such persons or permitted transferees (collectively,
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 restates in its entirety the information set
forth under the caption "Selling Stockholders" in the Prospectus.
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The date of this Prospectus Supplement is September 3, 1997.
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SELLING STOCKHOLDERS
This Prospectus covers the purchase from the Company of an aggregate of up
to 6,800,000 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 the exercise thereof.
Pursuant to the provisions of the Plan, the Board of Directors of the
Company (the "Board") and/or the 1997 Stock Option Committee of the Board (the
"1997 Stock Option Committee") will, among other things, determine from time to
time (i) the individuals, from among the executive officers, key employees,
advisors, consultants, and directors of the Company and its subsidiaries, to
whom Options will be granted, (ii) the number of shares of Common Stock to be
covered by each Option (provided the maximum aggregate number of shares of
Common Stock with respect to which Options may be granted to any participant
under the Plan may not exceed 1,500,000 shares during any single calendar year),
and (iii) the purchase price of Common Stock subject to each Option, which may
not be less than the fair market value of the Common Stock on the date of grant.
The following table sets forth certain information as of September 2, 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.
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<TABLE>
COMMON STOCK NUMBER OF COMMON STOCK
OWNERSHIP SHARES OF OWNERSHIP
PRIOR TO OFFERING (1)(2) COMMON STOCK AFTER OFFERING(2)
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NAME AND POSITION NUMBER PERCENTAGE OFFERED HEREBY NUMBER PERCENTAGE
- ----------------------------------------- ------------- ------------- -------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Sam Wyly (3) 3,031,905 10.4% 566,667 2,465,238 8.6%
Managing Director and Chairman
of the Board of Directors
Charles J. Wyly, Jr. (4) 2,067,607 7.2% 581,920 1,485,687 5.3%
Managing Director and Vice Chairman
of the Board of Directors
Michael C. French (5) 84,533 * 75,000 9,533 *
Managing Director
Richard E. Hanlon (6) 32,600 * 30,000 2,600 *
Director
Donald R. Miller, Jr. (7) 290,507 1.0% 200,000 90,507 *
Managing Director
Dr. F. Jay Taylor (8) 51,440 * 30,000 21,440 *
Director
Evan A. Wyly (9) 205,875 * 150,000 55,875 *
Managing Director
R. Michael Rouleau (10) 616,946 2.2% 88,587 528,359 1.8%
President and Chief
Executive Officer
Bryan M. DeCordova (11) 75,000 * 25,000 50,000 *
Executive Vice President -
Chief Financial Officer
Lawrence H. Fine (12) 75,000 * 25,000 50,000 *
Executive Vice President -
General Merchandise Manager
Duane Hiemenz (13) 81,500 * 53,333 28,167 *
Executive Vice President -
Store Operations
James Tucker (14) 75,000 * 25,000 50,000 *
Executive Vice President -
Chief Information Officer
</TABLE>
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* Less than 1% of class.
(1) Based on ownership as of September 2, 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 and investment power with
respect to such shares.
(2) Based on 28,092,249 shares of Common Stock issued and outstanding as of
September 2, 1997.
(3) Includes 566,667 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable and 633,333 shares
to be acquired upon exercise of options granted under other stock option
plans of the Company. Also includes 1,074,536 shares of Common Stock held
of record by Tallulah, Ltd., a limited partnership of which Mr. Wyly is a
general partner; 200,000 shares held of record by Maverick Entrepreneurs
Fund, Ltd. ("Maverick"), a limited partnership of which Mr. Wyly is a
general partner; and 541,533 shares of Common Stock held of record by
family trusts of which Mr. Wyly is trustee.
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(4) Includes 581,920 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable, and 18,080 shares
to be acquired upon exercise of options granted under other stock option
plans of the Company. Also includes 500,000 shares of Common Stock held of
record by Brush Creek, Ltd., a limited partnership of which Mr. Wyly is a
general partner; 767,607 shares of Common Stock held of record by family
trusts of which Mr. Wyly is trustee; and 200,000 shares held of record by
Maverick of which Mr. Wyly is also a general partner.
(5) Includes 75,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable, and 8,333 shares to
be acquired upon exercise of options granted under other stock option plans
of the Company. Also includes 1,200 shares of common stock held in a
retirement account directed by Mr. French.
(6) Includes 30,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable.
(7) Includes 200,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable and 75,000 shares to
be acquired upon exercise of options granted under other stock option plans
of the Company. Also includes 187 Shares held of record by Mr. Miller's
wife and 11,320 shares of Common Stock held pursuant to the 401(k) Plan.
(8) Includes 30,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable.
(9) Includes 150,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable.
(10) Includes 88,587 Shares to be acquired upon exercise of Options granted
under the Plan, 29,529 of which are presently exercisable, and
29,529 of which become exercisable on each of July 25, 1998 and
1999. Also includes 511,413 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.
(11) Includes 25,000 Shares to be acquired upon exercise of Options
granted under the Plan, 8,334 of which are presently exercisable,
and 8,333 of which become exercisable on each of July 25, 1998 and
1999. Also includes 50,000 shares to be acquired upon exercise of
options granted under other stock option plans of the Company.
(12) Includes 25,000 Shares to be acquired upon exercise of Options
granted under the Plan, 8,334 of which are presently exercisable,
and 8,333 of which become exercisable on each of July 25, 1998 and
1999. Also includes 50,000 shares to be acquired upon exercise of
options granted under other stock option plans of the Company.
(13) Includes 53,333 Shares to be acquired upon exercise of
Options granted under the Plan, 17,776 of which are presently
exercisable, and 17,777 of which become exercisable on each of July
25, 1998 and 1999. Also includes 26,667 shares to be acquired upon
exercise of options granted under other stock option plans of the
Company.
(14) Includes 25,000 Shares to be acquired upon exercise of Options
granted under the Plan, 8,334 of which are presently exercisable,
and 8,333 of which become exercisable on each of July 25, 1998 and
1999. Also includes 50,000 shares to be acquired upon exercise of
options granted under other stock option plans of the Company.
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