<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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MICHAELS STORES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
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(Title of Class of Securities)
594087-10-8
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(CUSIP Number)
David Bester
Trident Trust Company (IOM) Limited
P.O. Box 175
100 Market Street
Douglas, Isle of Man
British Isles, IM99ITT
011 44 1624 677 055
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
FEBRUARY 25, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
(Continued on following page(s))
Page 1 of 11 Pages
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CUSIP No. 594087-10-8 13D Page 2 of 11 Pages
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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Trident Trust Company (IOM) Limited
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Isle of Man
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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,850,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
1,850,000
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,850,000
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(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
7.2
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(14) Type of Reporting Person*
CO
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CUSIP No. 594087-10-8 13D Page 3 of 11 Pages
This Amendment No. 1 supplements and amends the Statement on Schedule 13D,
dated December 23, 1996 (the "Schedule 13D"), by Trident Trust Company (IOM)
Limited, an Isle of Man corporation ("Trident"), as the trustee of a trust
that holds all of the outstanding shares of common stock of Devotion Limited
("Devotion"), an Isle of Man corporation, and a trust that holds all of the
outstanding shares of common stock of Elegance Limited ("Elegance"), an Isle
of Man corporation. Capitalized terms used herein which are not otherwise
defined are so used with the respective meanings ascribed to them in the
Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by deleting the first paragraph thereof and
substituting therefor the following paragraph:
This statement is being filed by Trident as the trustee of a trust that
holds all of the outstanding common stock of Devotion and a trust that holds
all of the outstanding shares of common stock of Elegance. Each of Devotion
and Elegance holds shares of common stock, par value $0.10 per share ("Common
Stock"), of Michaels Stores, Inc. (the "Company"). Trident's principal
business is providing trust services. The address of Trident's principal
business office is P.O. Box 175, 100 Market Street, Douglas, Isle of Man,
British Isles IM99ITT.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by deleting the second paragraph thereof and
substituting therefor the following paragraph:
The aggregate amount of funds necessary to exercise in full the options
granted to Elegance pursuant to the Elegance Option Agreement (as defined
below) was $7,000,003.50 (less $333,333.50 paid upon the issuance of such
options) and the aggregate amount of funds necessary to exercise the Devotion
Option (as defined below) to the extent Devotion had not transferred its
interest therein was $7,500,000 (less $375,000 paid upon the issuance of such
options). Such funds were obtained from the working capital of Elegance and
Devotion, respectively.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding the following paragraph after the
first paragraph thereof:
The principal purpose of Elegance in exercising the options issued
pursuant to the Elegance Option Agreement and the principal purpose of
Devotion in exercising the options issued pursuant to the Devotion Option
Agreement (to the extent it had not transferred its interest therein) was to
acquire direct ownership of shares of Common
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CUSIP No. 594087-10-8 13D Page 4 of 11 Pages
Stock in accordance with the terms of the Elegance Option Agreement and the
Devotion Option Agreement, respectively.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by deleting the second paragraph thereof and
substituting therefor the following paragraphs:
Trident beneficially owns 1,850,000 shares, or 7.2% of the outstanding
Common Stock. Trident beneficially owns 1,183,333 of such shares by virtue
of its having sole dispositive and voting power over shares of Common Stock
held by Devotion and 666,667 of such shares by virtue of having sole
dispositive and voting power over shares of Common Stock held by Elegance.
(The percentage set forth in the preceding sentence is based on 25,722,189
shares of Common Stock outstanding, based on information provided by the
Company to Trident.)
Pursuant to an Assignment and Assumption Agreement, dated February 25,
1997, by and between Devotion and Greenbriar Limited, an Isle of Man
corporation (the "Greenbriar Assignment Agreement"), Devotion transferred to
Greenbriar Limited its right to purchase 300,000 of the 1,333,333 shares of
Common Stock issuable upon exercise of the option (the "Devotion Option")
granted pursuant to the Devotion Option Agreement in exchange for an
aggregate of $150,000, and pursuant to an Assignment and Assumption
Agreement, dated February 25, 1997, by and between Devotion and Sarnia
Investments Limited, an Isle of Man corporation (the "Sarnia Assignment
Agreement"), Devotion transferred to Sarnia Investments Limited its right to
purchase 283,333 of the 1,333,333 shares of Common Stock issuable upon
exercise of the Devotion Option in exchange for an aggregate of $141,666.50.
On February 28, 1997 Devotion exercised its right under the Devotion
Option Agreement to purchase 750,000 shares of Common Stock issuable upon
exercise of the Devotion Option and on February 28, 1997 Elegance exercised
its right under the Elegance Option Agreement to purchase the 666,667 shares
of Common Stock issuable upon exercise of the option granted pursuant to the
Elegance Option Agreement.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following paragraph at the end
thereof:
Pursuant to the Greenbriar Assignment Agreement and the Sarnia
Assignment Agreement, Devotion transferred its right to purchase 300,000 and
283,333 shares of Common Stock, respectively, issuable upon exercise of the
Devotion Option. A copy of the Greenbriar Assignment Agreement is attached
as Exhibit 3 and a copy of the Sarnia Assignment Agreement is attached as
Exhibit 4. Each of the Greenbriar Assignment
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CUSIP No. 594087-10-8 13D Page 5 of 11 Pages
Agreement and the Sarnia Assignment Agreement is incorporated herein by this
reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by adding the following exhibits:
Exhibit 3. Greenbriar Assignment Agreement.
Exhibit 4. Sarnia Assignment Agreement.
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CUSIP No. 594087-10-8 13D Page 6 of 11 Pages
SIGNATURES
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: May 20, 1997 TRIDENT TRUST COMPANY (IOM) LIMITED
By: /s/ David H. Bester
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Name: David H. Bester
---------------------------------
Title: Managing Director
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CUSIP No. 594087-10-8 13D Page 7 of 11 Pages
EXHIBIT INDEX
EXHIBIT NO.
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3. Greenbriar Assignment Agreement
4. Sarnia Assignment Agreement
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ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement") is made and
entered into as of February 25, 1997 by and between Devotion Limited, an Isle of
Man corporation ("Assignor") and Greenbriar Limited, an Isle of Man corporation
("Assignee").
RECITALS
A. Assignor entered into an option agreement (the "Option Agreement"),
dated as of December 23, 1996, with Michaels Stores, Inc. ("Michaels") pursuant
to which Assignor agreed to purchase from Michaels and Michaels agreed to sell
to Assignor an option to acquire 1,333,333 newly issued and outstanding shares
(the "Option Shares") of Common Stock, par value $.10 per share, of Michaels on
the terms and subject to the conditions set forth in the Option Agreement.
B. Assignor desires to sell, assign, transfer and convey to Assignee and
Assignee desires to accept from Assignor, its right, title and interest in the
Option Agreement to the extent, but only to the extent, that such right, title
and interest relate to Assignor's right to purchase 300,000 of the Option Shares
(the "Transferred Option") pursuant to the Option Agreement.
C. Assignee is willing to assume and agree to perform the duties,
obligations, liabilities and undertakings of Assignor under and agree to be
bound by the terms and provisions of the Option Agreement to the extent, but
only to the extent, that such duties, obligations, liabilities and undertakings
and such terms and provisions relate to the Transferred Option.
Assignor and Assignee hereby agree as follows:
AGREEMENT
1. ASSIGNMENT OF TRANSFERRED OPTION. In exchange for $150,000 and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor hereby sells, assigns, transfers, conveys and delivers to
Assignee and Assignee hereby accepts all right, title and interest of Assignor
in, to and under the Option Agreement to the extent, but only to the extent,
that such right, title and interest relate to the Transferred Option.
2. ASSUMPTION OF LIABILITY. Assignee hereby assumes and agrees to
perform all duties, obligations, liabilities, and undertakings of Assignor under
and agrees to be bound by the terms and provisions of the Option Agreement to
the extent, but only to the extent, that such duties, obligations, liabilities
and undertakings and such terms and provisions relate to the Transferred Option.
<PAGE>
3. THIRD PARTY BENEFICIARY. Michaels is deemed to be a third party
beneficiary of Section 2 of this Agreement.
4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective heirs,
personal representatives, successors and assigns.
5. MODIFICATION AND WAIVER. No supplement, modification, waiver or
termination of this Agreement or any provisions hereof shall be binding unless
executed in writing by the person to be bound thereby. No waiver of any of the
provisions of this Agreement will constitute a waiver of any other provision
(whether or not similar), nor will such waiver constitute a continuing waiver
unless otherwise expressly provided.
6. COUNTERPARTS. Any number of counterparts of this Agreement and the
signature pages hereof may be executed. Each counterpart will be deemed to be
an original instrument and all counterparts taken together will constitute one
agreement.
7. INVESTMENT REPRESENTATION. Assignee represents that the acquisition
of the Transferred Option is being made for its own account, for investment, and
not with a view to the sale or distribution thereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.
ASSIGNOR:
DEVOTION LIMITED
/s/ Richard Scott
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Name: Richard Scott
--------------------------------
Title: Director
--------------------------------
/s/ David H. Bester
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Name: David H. Bester
--------------------------------
Title: Secretary
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ASSIGNEE
GREENBRIAR LIMITED
/s/ Francis Webb
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Name: Francis Webb
--------------------------------
Title: Director
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/s/ Donald H. Beacock
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Name: Donald H. Beacock
--------------------------------
Title: Director
-------------------------------
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<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement") is made and
entered into as of February 25, 1997 by and between Devotion Limited, an Isle of
Man corporation ("Assignor") and Sarnia Investments Limited, an Isle of Man
corporation ("Assignee").
RECITALS
A. Assignor entered into an option agreement (the "Option Agreement"),
dated as of December 23, 1996, with Michaels Stores, Inc. ("Michaels") pursuant
to which Assignor agreed to purchase from Michaels and Michaels agreed to sell
to Assignor an option to acquire 1,333,333 newly issued and outstanding shares
(the "Option Shares") of Common Stock, par value $.10 per share, of Michaels on
the terms and subject to the conditions set forth in the Option Agreement.
B. Assignor desires to sell, assign, transfer and convey to Assignee and
Assignee desires to accept from Assignor, its right, title and interest in the
Option Agreement to the extent, but only to the extent, that such right, title
and interest relate to Assignor's right to purchase 283,333 of the Option Shares
(the "Transferred Option") pursuant to the Option Agreement.
C. Assignee is willing to assume and agree to perform the duties,
obligations, liabilities and undertakings of Assignor under and agree to be
bound by the terms and provisions of the Option Agreement to the extent, but
only to the extent, that such duties, obligations, liabilities and undertakings
and such terms and provisions relate to the Transferred Option.
Assignor and Assignee hereby agree as follows:
AGREEMENT
1. ASSIGNMENT OF TRANSFERRED OPTION. In exchange for $141,666.50 and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor hereby sells, assigns, transfers, conveys and
delivers to Assignee and Assignee hereby accepts all right, title and interest
of Assignor in, to and under the Option Agreement to the extent, but only to the
extent, that such right, title and interest relate to the Transferred Option.
2. ASSUMPTION OF LIABILITY. Assignee hereby assumes and agrees to
perform all duties, obligations, liabilities, and undertakings of Assignor under
and agrees to be bound by the terms and provisions of the Option Agreement to
the extent, but only to the extent, that such duties, obligations, liabilities
and undertakings and such terms and provisions relate to the Transferred Option.
<PAGE>
3. THIRD PARTY BENEFICIARY. Michaels is deemed to be a third party
beneficiary of Section 2 of this Agreement.
4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective heirs,
personal representatives, successors and assigns.
5. MODIFICATION AND WAIVER. No supplement, modification, waiver or
termination of this Agreement or any provisions hereof shall be binding unless
executed in writing by the person to be bound thereby. No waiver of any of the
provisions of this Agreement will constitute a waiver of any other provision
(whether or not similar), nor will such waiver constitute a continuing waiver
unless otherwise expressly provided.
6. COUNTERPARTS. Any number of counterparts of this Agreement and the
signature pages hereof may be executed. Each counterpart will be deemed to be
an original instrument and all counterparts taken together will constitute one
agreement.
7. INVESTMENT REPRESENTATION. Assignee represents that the acquisition
of the Transferred Option is being made for its own account, for investment, and
not with a view to the sale or distribution thereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.
ASSIGNOR:
DEVOTION LIMITED
/s/ Richard Scott
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Name: Richard Scott
--------------------------------
Title: Director
--------------------------------
/s/ David H. Bester
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Name: David H. Bester
--------------------------------
Title: Secretary
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ASSIGNEE
GREENBRIAR LIMITED
/s/ Francis Webb
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Name: Francis Webb
--------------------------------
Title: Director
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/s/ Donald H. Beacock
--------------------------------------
Name: Donald H. Beacock
--------------------------------
Title: Director
-------------------------------
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