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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NOS. 333-29423 AND 33-67804
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, of Michaels Stores relating to (i) the offer and sale by Michaels
Stores of up to 4,500,000 Shares of Michaels Stores' Common Stock, par value
$0.10 per share, issuable by Michaels Stores upon the exercise of Options
granted to eligible persons under the 1992 Non-Statutory Stock Option Plan
and the subsequent offer and resale of those Shares from time to time by any
of the Selling Stockholders and (ii) an indeterminate number of additional
Shares of Common Stock that become subject to awards under the Plan as a
result of the antidilution provisions contained in the Plan. 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 SEPTEMBER 3, 1999
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SELLING STOCKHOLDERS
The Prospectus covers the purchase from Michaels Stores of an aggregate
of up to 4,500,000 Shares of Michaels Stores' Common Stock, plus an
indeterminate number of additional Shares of Common Stock as may become
subject to awards under the Plan as a result of the antidilution provisions
in the Plan, by the holders of Options granted under the Plan upon the
exercise of the Options and the subsequent offer and resale of Shares
previously acquired or to be acquired by certain holders of Options upon
exercise of those Options.
The entire number of Options authorized to be granted to eligible
individuals pursuant to the Plan were granted as of July 25, 1997, and from
that date no further Options may be granted pursuant to the Plan. Unless
sooner terminated by action of the Board, the Plan terminates on August 31,
2002.
The following table sets forth certain information as of August 31,
1999, 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 Michaels Stores. Michaels
Stores is unaware whether the Selling Stockholders listed below intend to
exercise the Options or to sell the Shares acquired upon exercise of Options.
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<TABLE>
<CAPTION>
COMMON STOCK NUMBER OF COMMON STOCK
OWNERSHIP SHARES OF OWNERSHIP AFTER
PRIOR TO OFFERING (1)(2) COMMON STOCK OFFERING (2)
-------------------------- --------------- ---------------
NAME AND POSITION NUMBER PERCENTAGE OFFERED HEREBY NUMBER PERCENTAGE
- --------------------------------------------- ----------- ---------- -------------- ------- ----------
<S> <C> <C> <C> <C> <C>
Yurta Faf Limited (3) 900,000 2.9% 800,000 100,000 *
Soulieana Limited (4) 100,000 * 50,000 50,000 *
Quayle Limited (5) 350,000 1.1% 350,000 0 *
Dortmund Limited (6) 140,000 * 110,000 30,000 *
R. Michael Rouleau (7) 780,577 2.5% 173,503 607,074 2.0%
Chief Executive Officer
Lawrence H. Fine (8) 76,796 * 10,000 66,796 *
Executive Vice President -
General Merchandise Manager
James Tucker (9) 127,421 * 50,000 77,421 *
Executive Vice President -
Chief Information Officer
Douglas B. Sullivan (10) 145,375 * 5,000 140,375 *
Executive Vice President -
Development
</TABLE>
________________________
* Less than 1% of class.
(1) Based on ownership as of August 31, 1999. Persons holding shares of Common
Stock pursuant to the Michaels Stores Employees 401(k) Plan generally have
sole voting power and investment power with respect to such shares.
(2) Based on 30,188,944 shares of Common Stock issued and outstanding as of
August 31, 1999.
(3) Includes 800,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable. Also includes
100,000 shares of Common Stock to be acquired upon exercise of options
granted under other stock option plans of Michaels Stores.
(4) Includes 50,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable. Also includes
50,000 shares of Common Stock to be acquired upon exercise of options
granted under other stock option plans of Michaels Stores.
(5) Includes 350,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable.
(6) Includes 110,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable. Also includes
30,000 shares of Common Stock to be acquired upon exercise of options
granted under other stock option plans of Michaels Stores.
(7) Includes 173,503 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable. Also includes
576,497 shares of Common Stock to be acquired upon exercise of options
granted under other stock option plans of Michaels Stores and 2,457 shares
of Common Stock held pursuant to the 401(k) Plan.
(8) Includes 10,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable. Also includes
66,667 shares of Common Stock to be acquired upon exercise of options
granted under other stock option plans of Michaels Stores.
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(9) Includes 50,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable. Also includes
75,000 shares of Common Stock to be acquired upon exercise of options
granted under other stock option plans of Michaels Stores and 421 shares of
Common Stock held pursuant to the 401(k) Plan.
(10) Includes 5,000 Shares to be acquired upon exercise of Options granted under
the Plan, all of which are presently exercisable. Also includes 105,500
shares of Common Stock to be acquired upon exercise of options acquired
under other stock option plans of Michaels Stores.
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