<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 28)
MICHAELS STORES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
594087-10-8
(CUSIP Number)
ROBERT L. ESTEP
JONES, DAY, REAVIS & POGUE
2300 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-3939
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 29, 1997
(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 pages)
(Page 1 of 10 Pages)
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CUSIP NO. 594087-10-8 13D/A Page 2 of 10 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sam Wyly ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, OO, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,616,069
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 215,836
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,816,069
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
215,836
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,031,905
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 594087-10-8 13D/A Page 3 of 10 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles J. Wyly, Jr. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, OO, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,267,607
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 200,000
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,867,607
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
200,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,067,607
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 594087-10-8 13D/A Page 4 of 10 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maverick Entrepreneurs Fund, Ltd.
75-2319145
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, OO, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 200,000
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
200,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.72%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 594087-10-8 13D/A Page 5 of 10 Pages
This Schedule 13D/A Amendment No. 28 hereby amends and restates in its
entirety the Schedule 13D, filed jointly by Sam Wyly, Charles J. Wyly, Jr.
and Maverick Entrepreneurs Fund, Ltd. ("Maverick Entrepreneurs" and
collectively with Sam Wyly and Charles J. Wyly, Jr., the "Reporting Persons")
with respect to the securities of Michaels Stores, Inc. (the "Company").
Item 1. SECURITY AND ISSUER.
Not amended.
Item 2. IDENTITY AND BACKGROUND.
Not amended.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not amended.
Item 4. PURPOSE OF TRANSACTION.
Not amended.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety to read
as follows:
(a)-(c) On July 17, 22, 23, 24 and 25, 1997, Sam Wyly exercised and
sold an aggregate of 633,333 options to purchase Common Stock at prices of
$22.00, $21.3971, $21.3849, $21.0236 and $20.8806, respectively.
On July 25, 1997, Maverick Entrepreneurs Fund, Ltd., a Texas limited
partnership, sold 100,000 shares of Common Stock on the open market at a
price of $20.8806 per share. Sam Wyly and Charles J. Wyly, Jr. are both
General Partners and share beneficial ownership of the Common Stock held by
Maverick Entrepreneurs Fund, Ltd.
On July 25, 1997, Sam Wyly received an option grant to purchase 1,200,000
shares of Common Stock, 100% of which were exercisable and deemed
beneficially owned on the date of grant.
As a result of the above, Sam Wyly currently beneficially owns 3,031,905
shares, or approximately 10.4% of the outstanding Common Stock. Sam Wyly
beneficially owns (i) 1,200,000 of such shares by virtue of this ownership of
options to purchase Common Stock, (ii) 1,074,536 of such shares as the sole
general partner of Tallulah, Ltd., (iii) 200,000 of such shares as a general
partner of Maverick Entrepreneurs, (iv) 15,836 of such shares by virtue of
his holding a power of attorney to vote the shares of two adult children, and
(v) an aggregate of 541,533 of such shares as the sole trustee of the Sam
Wyly Trusts listed below:
NUMBER OF SHARES
NAME OF TRUST BENEFICIALLY OWNED
------------- ------------------
1. The Christiana Parker Wyly Trust 82,393
2. The Andrew David Sparrow Wyly Trust 82,393
3. The Laurie L. Wyly Revocable Trust 123,943
4. The Lisa Wyly Revocable Trust 123,943
5. The Kelly Wyly Elliot Trust 128,861
Sam Wyly possesses sole voting power with respect to 1,616,069 shares of
Common Stock, sole dispositive power with respect to 2,816,069 shares of
Common Stock and shared voting and dispositive power with respect to 215,836
shares of Common Stock.
On July 17, 22, 23, 24 and 25, 1997, Charles J. Wyly, Jr. exercised and
sold an aggregate of 367,417 options to purchase Common Stock at prices of
$22.00, $21.3971, $21.3849, $21.0236 and $20.8806, respectively.
On July 25, 1997, Maverick Entrepreneurs Fund, Ltd., a Texas limited
partnership, sold 100,000 shares of Common Stock on the open market at a
price of $20.8806 per share. Sam Wyly and Charles J. Wyly, Jr. are both
General Partners and share beneficial ownership of the Common Stock held by
Maverick Entrepreneurs Fund, Ltd.
On July 25 and 28, 1997, Brush Creek, Ltd., a Texas limited partnership,
sold 155,000 shares of Common Stock at a price of $20.8806 per share and
100,000 shares of Common Stock at a price of $21.50 per share, respectively
on the open market. Charles J. Wyly, Jr. is the sole General Partner of such
partnership.
<PAGE>
CUSIP NO. 594087-10-8 13D/A Page 6 of 10 Pages
On July 28, 1997, the Charles J. Wyly, III Trust and the Emily Ann Wyly
Trust each sold 24.813 shares of Common Stock and the Jennifer Lynn Wyly
Trust sold 25,000 shares of Common Stock on the open market at $21.50 per
share. Charles J. Wyly, Jr. is trustee of all three trusts.
On July 28, 1997, Charles J. Wyly, III and Emily Ann Wyly, both adult
children of Charles J. Wyly, Jr. each sold 187 shares of Common Stock on the
open market at $21.50 per share. Charles J. Wyly, Jr. held powers of
attorney to vote all such shares.
On July 25, 1997, Charles J. Wyly, Jr. received an option grant to
purchase 600,000 shares of Common Stock, 100% of which were exercisable and
deemed beneficially owned on the date of grant.
As a result of the above, Charles J. Wyly, Jr. currently beneficially
owns 2,067,607 shares, or approximately 7.2% of the outstanding Common Stock.
Charles J. Wyly, Jr. beneficially owns (i) 600,000 of such shares by virtue
of his ownership of options to purchase Common Stock, (ii) 500,000 of such
shares as the sole general partner of Brush Creek, Ltd., (iii) 200,000 of
such shares as a general partner of Maverick Entrepreneurs, and (iv) an
aggregate of 767,607 of such shares as trustee of the Charles Wyly Trusts
listed below:
Number of Shares
Name of Trust Beneficially Owned
------------- ------------------
1. The Martha Caroline Wyly Trust 170,000
2. The Charles J. Wyly, III Trust 199,434
3. The Emily Ann Wyly Trust 199,333
4. The Jennifer Lynn Wyly Trust 198,840
Charles J. Wyly, Jr. possesses sole voting power with respect to 1,267,607
shares of Common Stock, sole dispositive power with respect to 1,867,607
shares of Common Stock and shared voting and dispositive power with respect
to 200,000 shares of Common Stock.
Maverick Entrepreneurs beneficially owns and possesses sole voting and
dispositive power with respect to 200,000 shares, or approximately .72% of
the outstanding Common Stock.
The Reporting Persons as a group beneficially own an aggregate of
4,899,512 shares of Common Stock, or approximately 16.4% of the outstanding
Common Stock. The Reporting Persons as a group have sole voting power with
respect to 3,083,676 shares of Common Stock and sole dispositive power with
respect to 4,883,676 shares of Common Stock. The Reporting Persons as a
group have shared voting and dispositive power with respect to 15,836 shares
of Common Stock.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock deemed to be beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not amended.
<PAGE>
CUSIP NO. 594087-10-8 13D/A Page 7 of 10 Pages
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1.* Agreement pursuant to Rule 13d-1(f)(1)(iii).
Exhibit 2.1 Form of Loan Agreement dated as of February 23,
1995 between Lehman Brothers Finance S.A., and the
Charles Wyly Trusts and Brush Creek, Ltd.
(Previously filed as Exhibit 2.1 to Amendment No.
23 to this Schedule 13D.)
Exhibit 2.2 Form of Loan Agreement, dated as of February 23,
1995, between Lehman Brothers Finance S.A., and
the Sam Wyly Trusts, Tallulah Ltd. and Maverick
Entrepreneurs. (Previously filed as Exhibit 2.2
to Amendment No. 23 to this Schedule 13D.)
Exhibit 3.1 Form of Option Transaction Confirmation, dated as
of February 23, 1995, by Lehman Brothers Finance
S.A. to the Counterparties set forth on Exhibit A
thereto. (Previously filed as Exhibit 3.1 to
Amendment No. 23 to this Schedule 13D.)
Exhibit 3.2 Form of Option Transaction Confirmation, dated as
of February 23, 1995, by Lehman Brothers Finance
S.A. to the Counterparties set forth on Exhibit A
thereto. (Previously filed as Exhibit 3.2 to
Amendment No. 23 to this Schedule 13D.)
Exhibit 3.3 Form of Option Transaction Confirmation, dated as
of February 23, 1995, by Lehman Brothers Finance
S.A. to the Counterparties set forth on Exhibit A
thereto. (Previously filed as Exhibit 3.3 to
Amendment No. 23 to this Schedule 13D.)
Exhibit 3.4 Form of Option Transaction Confirmation, dated as
of February 23, 1995, by Lehman Brothers Finance
S.A. to the Counterparties set forth on Exhibit A
thereto. (Previously filed as Exhibit 3.4 to
Amendment No. 23 to this Schedule 13D.)
Exhibit 4.1 Form of Pledge Agreement, dated as of February 23,
1995, between Lehman Brothers Finance S.A. and the
Counterparties set forth on Exhibit A thereto.
(Previously filed as Exhibit 4.1 to Amendment No.
23 to this Schedule 13D.)
Exhibit 4.2 Form of Pledge Agreement, dated as of February 23,
1995, between Lehman Brothers Finance S.A. and the
Counterparties set forth on Exhibit A thereto.
(Previously filed as Exhibit 4.2 to Amendment No.
23 to this Schedule 13D.)
Exhibit 5. Form of Guarantee Agreement. (Previously filed as
Exhibit 5.1 to Amendment No. 23 to this Schedule
13D.)
Exhibit 6. Form of Amended and Restated Loan Agreement, dated
November 22, 1996, among NationsBank and each of
(i) the Sam Wyly Trusts and Tallulah, Ltd.; (ii)
the Charles Wyly Trusts and Brush Creek Limited;
and (iii) Maverick Entrepreneurs Fund, Ltd.
(Previously filed as Exhibit 6 to Amendment No. 27
to this Schedule 13D.)
Exhibit 7. Form of Pledge Agreement, dated November 22, 1994,
between NationsBank and each of (i) Tallulah,
Ltd.; (ii) the Sam Wyly Trusts; (iii) Brush Creek,
Ltd.; (iv) the Charles Wyly Trusts; and
(v) Maverick Entrepreneurs Fund, Ltd. (Previously
filed as Exhibit 3 to Amendment No. 26 to this
Schedule 13D.)
Exhibit 8. Form of Collateral Maintenance Agreement, dated
November 22, 1994, between NationsBank and each of
(i) Tallulah, Ltd.; (ii) the Sam Wyly Trusts;
(iii) Brush Creek, Ltd.; (iv) the Charles Wyly
Trusts; and (v) Maverick Entrepreneurs Fund, Ltd.
(Previously filed as Exhibit 4 to Amendment No. 26
to this Schedule 13D.)
Exhibit 9. Guaranty, executed as of November 22, 1994, by
Tallulah, Ltd., the Sam Wyly Trusts, Brush Creek,
Ltd., the Charles Wyly Trusts, and Even Wyly, in
favor of NationsBank. (Previously filed as
Exhibit 5 to Amendment No. 26 to this Schedule
13D.)
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* Filed herewith.
<PAGE>
CUSIP NO. 594087-10-8 13D/A Page 8 of 10 Pages
SIGNATURES
After reasonable inquiry, and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
Date: August 28, 1997 /s/ Sam Wyly
-------------------------------------
Sam Wyly
/s/ Charles J. Wyly, Jr.
-------------------------------------
Charles J. Wyly, Jr.
MAVERICK ENTREPRENEURS FUND, LTD.
By: /s/ Sam Wyly
---------------------------------
Sam Wyly
General Partner
By: /s/ Charles J. Wyly, Jr.
---------------------------------
Charles J. Wyly, Jr.
General Partner
<PAGE>
CUSIP NO. 594087-10-8 13D/A Page 9 of 10 Pages
EXHIBIT INDEX
Exhibit No.
- -----------
1.* Agreement pursuant to Rule 13d-1(f)(1)(iii).
2.1 Form of Loan Agreement dated as of February 23, 1995
between Lehman Brothers Finance S.A., and The Charles
Wyly Trusts and Brush Creek, Ltd. (Previously filed as
Exhibit 2.1 to Amendment No. 23 to this Schedule 13D.)
2.2 Form of Loan Agreement, dated as of February 23, 1995,
between Lehman Brothers Finance S.A., and The Sam Wyly
Trusts, Tallulah Ltd. and Maverick Entrepreneurs.
(Previously filed as Exhibit 2.2 to Amendment No. 23 to
this Schedule 13D.)
3.1 Form of Option Transaction Confirmation, dated as of
February 23, 1995, by Lehman Brothers Finance S.A. to
the Counterparties set forth on Exhibit A thereto.
(Previously filed as Exhibit 3.1 to Amendment No. 23 to
this Schedule 13D.)
3.2 Form of Option Transaction Confirmation, dated as of
February 23, 1995, by Lehman Brothers Finance S.A. to
the Counterparties set forth on Exhibit A thereto.
(Previously filed as Exhibit 3.2 to Amendment No. 23 to
this Schedule 13D.)
3.3 Form of Option Transaction Confirmation, dated as of
February 23, 1995, by Lehman Brothers Finance S.A. to
the Counterparties set forth on Exhibit A thereto.
(Previously filed as Exhibit 3.3 to Amendment No. 23 to
this Schedule 13D.)
3.4 Form of Option Transaction Confirmation, dated as of
February 23, 1995, by Lehman Brothers Finance S.A. to
the Counterparties set forth on Exhibit A thereto.
(Previously filed as Exhibit 3.4 to Amendment No. 23 to
this Schedule 13D.)
4.1 Form of Pledge Agreement, dated as of February 23,
1995, between Lehman Brothers Finance S.A. and the
Counterparties set forth on Exhibit A thereto.
(Previously filed as Exhibit 4.1 to Amendment No. 23 to
this Schedule 13D.)
4.2 Form of Pledge Agreement, dated as of February 23,
1995, between Lehman Brothers Finance S.A. and the
Counterparties set forth on Exhibit A thereto.
(Previously filed as Exhibit 4.2 to Amendment No. 23 to
this Schedule 13D.)
5. Form of Guarantee Agreement. (Previously filed as
Exhibit 5.1 to Amendment No. 23 to this Schedule 13D.)
6. Form of Amended and Restated Loan Agreement, dated
November 22, 1996, among NationsBank and each of (i)
the Sam Wyly Trusts and Tallulah, Ltd.; (ii) the
Charles Wyly Trusts and Brush Creek Limited; and (iii)
Maverick Entrepreneurs Fund, Ltd. (Previously filed as
Exhibit 6 to Amendment No. 27 to this Schedule 13D.)
7. Form of Pledge Agreement, dated November 22, 1994,
between NationsBank and each of (i) Tallulah, Ltd.;
(ii) the Sam Wyly Trusts; (iii) Brush Creek, Ltd.;
(iv) the Charles Wyly Trusts; and (v) Maverick
Entrepreneurs Fund, Ltd. (Previously filed as Exhibit
3 to Amendment No. 26 to this Schedule 13D.)
8. Form of Collateral Maintenance Agreement, dated
November 22, 1994, between NationsBank and each of
(i) Tallulah, Ltd.; (ii) the Sam Wyly Trusts;
(iii) Brush Creek, Ltd.; (iv) the Charles Wyly Trusts;
and (v) Maverick Entrepreneurs Fund, Ltd. (Previously
filed as Exhibit 4 to Amendment No. 26 to this Schedule
13D.)
9. Guaranty, executed as of November 22, 1994, by
Tallulah, Ltd., the Sam Wyly Trusts, Brush Creek, Ltd.,
the Charles Wyly Trusts, and Even Wyly, in favor of
NationsBank. (Previously filed as Exhibit 5 to
Amendment No. 26 to this Schedule 13D.)
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* Filed herewith.
<PAGE>
CUSIP NO. 594087-10-8 13D/A Page 10 of 10 Pages
EXHIBIT 1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of each of
them.
Date: August 28, 1997 /s/ Sam Wyly
-------------------------------------
Sam Wyly
/s/ Charles J. Wyly, Jr.
-------------------------------------
Charles J. Wyly, Jr.
MAVERICK ENTREPRENEURS FUND, LTD.
By: /s/ Sam Wyly
--------------------------------
Sam Wyly
General Partner
By: /s/ Charles J. Wyly, Jr.
--------------------------------
Charles J. Wyly, Jr.
General Partner
