<PAGE>
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 of Michaels Stores relating to (i) the offer and sale of up to 6,800,000
Shares of Michaels Stores' Common Stock, par value $0.10 per share, issuable by
Michaels Stores upon the exercise of Options granted or to be granted from time
to time to eligible persons under the Michaels Stores 1997 Stock Option Plan and
the subsequent offer and resale of such Shares from time to time by certain of
such persons or permitted transferees as Selling Stockholders, and (ii) an
indeterminate number of additional Shares of Common Stock that become subject to
awards under the 1997 Stock Option 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.
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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 6,800,000 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 contained in
the Plan, by the holders of Options granted under the Plan upon the exercise of
those Options and the subsequent offer and resale of Shares previously acquired
or to be acquired by certain holders of Options upon the exercise of those
Options.
Pursuant to the provisions of the Plan, the Board of Directors of
Michaels Stores and/or the 1997 Stock Option Committee of the Board will, among
other things, determine from time to time (i) the individuals, from among the
executive officers, key employees, advisors, consultants, and directors of
Michaels Stores 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 August 31,
1999, with respect to Selling Stockholders who currently hold Options to
purchase Shares, including any positions, offices or other material
relationships of the Selling Stockholders with Michaels Stores. Michaels Stores
is unaware of whether the Selling Stockholders listed below intend to exercise
the Options or to sell the Shares they may acquire upon exercise of Options.
Michaels Stores 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 the Prospectus, which, in such case, will be
supplemented.
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<TABLE>
<CAPTION>
NUMBER OF
COMMON STOCK SHARES OF COMMON STOCK
OWNERSHIP COMMON STOCK OWNERSHIP
PRIOR TO OFFERING (1)(2) ------------ AFTER OFFERING (2)
------------------------ OFFERED -----------------------
NAME AND POSITION NUMBER PERCENTAGE HEREBY NUMBER PERCENTAGE
- ------------------------------------- --------- ---------- ------- --------- ----------
<S> <C> <C> <C> <C> <C>
Sam Wyly (3) 2,402,962 7.6% 891,667 1,511,295 4.9%
Chairman of the Board of Directors
The Cheryl R. Wyly Marital Trust (4) 75,000 * 75,000 0 *
Stargate, Ltd. (5) 800,000 2.6% 781,920 18,080 *
Michael C. French (6) 21,200 * 20,000 1,200 *
Director
Richard E. Hanlon (7) 82,600 * 80,000 2,600 *
Director
Donald R. Miller, Jr. (8) 266,205 * 250,000 16,205 *
Director
Dr. F. Jay Taylor (9) 86,000 * 80,000 6,000 *
Director
Marmalade, Ltd. (10) 200,000 * 200,000 0 *
R. Michael Rouleau (11) 780,577 2.5% 288,587 491,990 1.6%
Chief Executive Officer
Bryan M. DeCordova (12) 75,000 * 75,000 0 *
Executive Vice President -
Chief Financial Officer
Lawrence H. Fine (13) 76,796 * 66,667 10,129 *
Executive Vice President -
General Merchandise Manager
Duane Hiemenz (14) 106,586 * 103,333 3,253 *
Executive Vice President -
Store Operations
James Tucker (15) 127,421 * 75,000 52,241 *
Executive Vice President -
Chief Information Officer
Kelly W. Elliott (16) 263,907 * 200,000 63,907 *
Director
James C. Neustadt (17) 61,875 * 61,875 0 *
Senior Vice President -
Advertising & Marketing
Douglas B. Sullivan (18) 145,375 * 50,000 95,375 *
Executive Vice President - Development
John Martin (19) 450,000 1.5% 450,000 0 *
President and Chief Operating Officer
Richard Marcus (20) 50,000 * 50,000 0 *
Director
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NUMBER OF
COMMON STOCK SHARES OF COMMON STOCK
OWNERSHIP COMMON STOCK OWNERSHIP
PRIOR TO OFFERING (1)(2) ------------ AFTER OFFERING (2)
------------------------ OFFERED -----------------------
NAME AND POSITION NUMBER PERCENTAGE HEREBY NUMBER PERCENTAGE
- ------------------------------------- --------- ---------- ------- --------- ----------
<S> <C> <C> <C> <C> <C>
Elizabeth VanStory (21) 50,000 * 50,000 0 *
Director
Tony D'Onofrio (22) 17,500 * 17,500 0 *
Senior Vice President - Logistics
and Distribution
</TABLE>
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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 891,667 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable, and 633,333
shares of Common Stock to be acquired upon exercise of options granted
under other stock option plans of Michaels Stores.
(4) Includes 75,000 Shares to be acquired upon exercise of Options granted
under the Plan and held by The Cheryl R. Wyly Marital Trust, of which Mr.
Sam Wyly is trustee.
(5) Includes 781,920 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable, and 18,080 shares
of Common Stock to be acquired upon exercise of options granted under
other stock option plans of Michaels Stores. Mr. Charles J. Wyly, Jr. is
a general partner and limited partner of Stargate, Ltd., a limited
partnership.
(6) Includes 20,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable. Also includes
1,200 shares of Common Stock held in a retirement account directed by Mr.
French.
(7) Includes 80,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable.
(8) Includes 250,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable. Also includes
12,018 shares of Common Stock held pursuant to the 401(k) Plan.
(9) Includes 80,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable.
(10) Includes 200,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable. Mr. Evan A. Wyly
is a general partner of Marmalade, Ltd., a Texas limited partnership.
(11) Includes 288,587 Shares to be acquired upon exercise of Options granted
under the Plan, 121,920 of which are presently exercisable, and 33,333
of which become exercisable on August 5, 2000 and each of July 30, 2000
and 2001 and 33,334 of which become exercisable on each of August 5,
2001 and July 30, 2002. Also includes 461,413 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.
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(12) Includes 75,000 Shares to be acquired upon exercise of Options granted
under the Plan, 33,333 of which are presently exercisable and 8,333 of
which become exercisable on August 5, 2000 and each of July 30, 2000
and 2001 and 8,334 of which become exercisable on each of August 5,
2001 and July 30, 2002.
(13) Includes 41,667 Shares to be acquired upon exercise of Options granted
under the Plan, 25,000 of which are presently exercisable, and 8,333 of
which become exercisable on August 5, 2000 and each of July 30, 2000
and 2001 and 8,334 of which become exercisable on each of August 5,
2001 and July 30, 2002. Also includes 10,000 shares of Common Stock to
be acquired upon exercise of options granted under other stock option
plans of Michaels Stores.
(14) Includes 103,333 Shares to be acquired upon exercise of Options granted
under the Plan, 61,666 of which are presently exercisable, and 8,333 of
which become exercisable on August 5, 2000 and each of July 30, 2000
and 2001 and 8,334 of which become exercisable on each of August 5,
2001 and July 30, 2002.
(15) Includes 75,000 Shares to be acquired upon exercise of Options granted
under the Plan, 33,333 of which are presently exercisable, and 8,333 of
which become exercisable on August 5, 2000 and each of July 30, 2000
and 2001 and 8,334 of which become exercisable on each of August 5,
2001 and July 30, 2002. Also includes 50,000 shares of Common Stock to
be acquired upon exercise of options granted under other stock option
plans of Michaels Stores.
(16) Includes 200,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable. Also includes 46
shares of Common Stock held pursuant to the 401(k) Plan.
(17) Includes 61,875 Shares to be acquired upon exercise of Options granted
under the Plan, 28,124 of which are presently exercisable and 13,334
of which become exercisable on May 29, 2000 and 1,458 of which become
exercisable on August 5, 2000 and 1,459 of which become exercisable on
August 5, 2001 and 5,833 of which become exercisable on each of July 30,
2000 and 2001 and 5,834 of which become exercisable on July 30, 2002.
(18) Includes 50,000 Shares to be acquired upon exercise of Options granted
under the Plan, 8,333 of which are presently exercisable and 8,333 of
which become exercisable on August 5, 2000 and each of July 30, 2000
and 2001 and 8,334 of which become exercisable on each of August 5, 2001
and July 30, 2002. Also includes 60,500 shares of Common Stock to be
acquired upon exercise of options granted under other stock option plans
of Michaels Stores.
(19) Includes 450,000 Shares to be acquired upon exercise of Options granted
under the Plan, 150,000 of which become exercisable on each of May 2,
2000, 2001 and 2002.
(20) Includes 50,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable.
(21) Includes 50,000 Shares to be acquired upon exercise of Options granted
under the Plan, all of which are presently exercisable.
(22) Includes 17,500 Shares to be acquired upon exercise of Options granted
under the Plan, 5,833 of which become exercisable on each of August 31,
2000 and 2001 and 5,834 of which become exercisable on August 31, 2002.
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