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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 33-54726
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 20, 1992)
MICHAELS STORES, INC.
This Prospectus Supplement supplements the resale Prospectus dated
November 20, 1992 of Michaels Stores, relating to shares of Common Stock, par
value $.10 per share, of Michaels Stores which may be offered by the Selling
Stockholders from time to time. This Prospectus Supplement is not complete
without the Prospectus 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, as set
forth below:
Douglas B. Sullivan, Executive Vice President - Development of Michaels
Stores, intends to offer and sell 55,000 shares of Common Stock covered by
the Prospectus. R. Michael Rouleau, Chief Executive Officer of Michaels
Stores, intends to sell 137,910 shares of Common Stock covered by the
Prospectus. The offer and sale by Mr. Sullivan and Mr. Rouleau will be made
in ordinary broker's transactions in the NASDAQ National Market System in
transactions involving ordinary and customary brokerage commissions.
The following table sets forth certain information as of August 31,
1999, with respect to the Common Stock to be acquired by Mr. Sullivan and Mr.
Rouleau upon exercise of options held by them.
<TABLE>
<CAPTION>
NUMBER OF
COMMON STOCK SHARES OF COMMON STOCK
OWNERSHIP COMMON STOCK OWNERSHIP
PRIOR TO OFFERING OFFERED HEREBY AFTER OFFERING
----------------- -------------- --------------
NAME AND POSITION NUMBER (1) PERCENTAGE (2) NUMBER PERCENTAGE(2)
----------------- ---------- -------------- ------ -------------
<S> <C> <C> <C> <C> <C>
Douglas Sullivan, Executive Vice 145,375(3) * 55,500 89,875 *
President - Development
R. Michael Rouleau, Chief 780,577(4) 2.5% 137,910 642,667 2.1%
Executive Officer
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* 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 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 55,500 Shares to be acquired upon exercise of options granted
pursuant to the Non-Statutory Stock Option Plan, all of which are presently
exercisable. Also includes 55,000 shares of Common Stock to be acquired
upon exercise of options granted under other stock option plans of Michaels
Stores.
(4) Includes 137,910 Shares to be acquired upon exercise of options under the
Incentive Stock Option Plan, all of which are presently exercisable. Also
includes 612,090 shares of Common Stock to be acquired upon
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exercise of options granted under other stock option plans of Michael
Stores and 2,457 shares held pursuant to the 401(k) Plan.
Information required pursuant to the Securities Act of 1933 relating to
other Selling Stockholders will be provided by Prospectus Supplement.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 3, 1999
