<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. 30)
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)
MARCH 1, 1999
(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
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sam Wyly ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, OO, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 787,126
OWNED -----------------------------------------------------------------
BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON 15,836
WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,387,126
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10 SHARED DISPOSITIVE POWER
15,836
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,402,962
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 594087-10-8 13D/A Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles J. Wyly, Jr. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, OO, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 466,444
OWNED -----------------------------------------------------------------
BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,266,444
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,266,444
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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)
4.3%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 594087-10-8 13D/A Page 4 of 10 Pages
This Schedule 13D/A Amendment No. 30 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") with respect
to the securities of Michaels Stores, Inc. (the "Company"). The Schedule
13D/A filed on January 30, 1998 terminated Maverick Entrepreneurs' membership
in this reporting persons' group.
Item 1. SECURITY AND ISSUER.
This statement relates to the ownership of common stock, par value $.10
per share ("Common Stock"), of Michaels Stores, Inc., a Delaware corporation.
The Company's principal executive offices are located at 8000 Bent Branch
Drive, Irving, Texas 75063.
Item 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Mr. Sam Wyly and Mr. Charles J. Wyly,
Jr. (collectively, the "Reporting Persons").
The principal business and office address for each of the Reporting
Persons is 300 Crescent Court, Suite 1000, Dallas, Texas 75201. Sam Wyly is
principally employed as Chairman of the Board of Directors of each of
Sterling Software, Inc. and the Company. Charles J. Wyly, Jr. is principally
employed as Vice Chairman of the Board of Directors of each of Sterling
Software, Inc. and the Company.
No Reporting Person has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body
resulting in subjection to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Sam Wyly and Charles J. Wyly, Jr. is each a citizen of the United
States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds to hold a portion of the shares of Common Stock is
borrowings under revolving lines of credit maintained with NationsBank of
Texas, N.A. ("NationsBank") by each of (i) the trusts described in Item 5 for
which Sam Wyly is trustee (the "Sam Wyly Trusts") and Tallulah, Ltd., and
(ii) the trusts described in Item 5 for which Charles J. Wyly, Jr. is trustee
(the "Charles Wyly Trusts") and Brush Creek, Ltd. See Item 6 below.
The options described in Item 5 as held by Sam Wyly and Charles J. Wyly,
Jr. were granted under stock option plans of the Company.
Item 4. PURPOSE OF TRANSACTION.
The shares of Common Stock acquired by the Reporting Persons were
acquired for investment. Depending upon market conditions and other factors
that they deem material to an investment decision, the Reporting Persons may
purchase additional shares of Common Stock from time to time or may dispose
of all or a portion of the shares of Common Stock they now beneficially own
or may hereafter acquire. Except as set forth in this Item 4, none of the
Reporting Persons has any present plans or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j) of Item 4
of Schedule 13D.
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CUSIP NO. 594087-10-8 13D/A Page 5 of 10 Pages
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(c) On November 2, 1998, Sam Wyly resigned as trustee of the
Laurie L. Wyly Revocable Trust and no longer has a reportable beneficial
interest in the Common Stock owned by the trustee of the Laurie L. Wyly
Revocable Trust.
On March 1, 1999, Sam Wyly was granted options to purchase 400,000
shares of Common Stock under the Company's 1997 Stock Option Plan.
As a result of the above transactions, Sam Wyly beneficially owns
2,402,962 shares, or approximately 8.0% of the outstanding Common Stock.
Sam Wyly beneficially owns (i) 1,600,000 of such shares by virtue of his
ownership of options to purchase Common Stock, (ii) 589,536 of such shares as
the sole general partner of Tallulah, Ltd., (iii) 15,836 of such shares by
virtue of his holding a power of attorney to vote the shares of two adult
children, and (iv) an aggregate of 197,590 of such shares as the sole trustee
of the Sam Wyly Trusts listed below:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF TRUST BENEFICIALLY OWNED
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<S> <C>
1. The Christiana Parker Wyly Trust 37,393
2. The Andrew David Sparrow Wyly Trust 37,393
3. The Lisa Wyly Revocable Trust 58,943
4. The Kelly Wyly Elliot Trust 63,861
</TABLE>
Sam Wyly possesses sole voting power with respect to 787,126 shares of Common
Stock, sole dispositive power with respect to 2,387,126 shares of Common
Stock and shared voting and disposition power with respect to 15,836 shares
of Common Stock.
On March 1, 1999, Charles J. Wyly, Jr. was granted options to purchase
200,000 shares of Common Stock under the Company's 1997 Stock Option Plan.
As a result of the above transaction, Charles J. Wyly, Jr. beneficially
owns 1,266,444 shares, or approximately 4.3% of the outstanding Common
Stock. Charles J. Wyly, Jr. beneficially owns (i) 800,000 of such shares by
virtue of his ownership of options to purchase Common Stock, (ii) 80,000 of
such shares as the sole general partner of Brush Creek, Ltd., and (iii) an
aggregate of 386,444 of such shares as trustee of the Charles Wyly Trusts
listed below:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF TRUST BENEFICIALLY OWNED
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<S> <C>
1. The Martha Caroline Wyly Trust 74,969
2. The Charles J. Wyly, III Trust 104,403
3. The Emily Ann Wyly Trust 104,302
4. The Jennifer Lynn Wyly Trust 102,770
</TABLE>
Charles J. Wyly, Jr. possesses sole voting power with respect to 464,444
shares of Common Stock and sole dispositive power with respect to 1,266,444
shares of Common Stock.
The Reporting Persons as a group beneficially own an aggregate of
3,669,406 shares of Common Stock, or approximately 11.8% of the outstanding
Common Stock. The Reporting Persons as a group
<PAGE>
CUSIP NO. 594087-10-8 13D/A Page 6 of 10 Pages
have sole voting power with respect to 1,253,570 shares of Common Stock and
sole dispositive power with respect to 3,653,570 shares of Common Stock. The
Reporting Persons as a group have shared voting and disposition 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.
Each of (i) the Sam Wyly Trusts and Tallulah, Ltd. and (ii) the Charles
Wyly Trusts and Brush Creek, Ltd. maintains separate revolving lines of
credit with NationsBank (collectively, the "NationsBank Credit Facilities").
The obligations of each borrower to repay advances made under its NationsBank
Credit Facilities are several, full-recourse obligations that are secured by
the pledge of shares of Common Stock beneficially owned by the Reporting
Persons as well as other securities. Each advance under a NationsBank Credit
Facility bears interest at NationsBank's prime rate or at a floating rate, as
elected by the borrower. Sam Wyly and Charles J. Wyly, Jr. have each
guaranteed the obligations of Maverick Entrepreneurs under its separate
revolving line of credit with NationsBank. The NationsBank Credit Facilities
will mature on November 22, 1999.
The foregoing descriptions of the agreements relating to the Loan
Agreements, the Security Documents and the NationsBank Credit Facilities are
qualified in their entirety by reference to such agreements, copies of which
have been filed as exhibits to this Schedule 13D and are incorporated herein
by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
Exhibit 1* Agreement pursuant to Rule 13d-1(k)(1)(iii).
Exhibit 2.1 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 2 to Amendment No. 26 to this
Schedule 13D.)
Exhibit 2.2 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 2.3 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.)
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* Filed herewith.
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CUSIP NO. 594087-10-8 13D/A Page 7 of 10 Pages
Exhibit 2.4 Guaranty, executed as of November 22, 1994, by
Tallulah, Ltd., the Sam Wyly Trusts, Brush Creek,
Ltd., the Charles Wyly Trusts, and Evan Wyly, in
favor of NationsBank. (Previously filed as Exhibit 5
to Amendment No. 26 to this Schedule 13D.)
</TABLE>
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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: April 23, 1999 /s/ SAM WYLY
-----------------------------------
Sam Wyly
/s/ CHARLES J. WYLY, JR.
-----------------------------------
Charles J. Wyly, Jr.
<PAGE>
CUSIP NO. 594087-10-8 13D/A Page 9 of 10 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO.
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<S> <C>
1* Agreement pursuant to Rule 13d-1(k)(1)(iii).
2.1. 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 2 to Amendment No. 26 to this Schedule 13D.)
2.2. 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.)
2.3. 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.)
2.4. Guaranty, executed as of November 22, 1994, by Tallulah, Ltd.,
the Sam Wyly Trusts, Brush Creek, Ltd., the Charles Wyly Trusts,
and Evan Wyly, in favor of NationsBank. (Previously filed as
Exhibit 5 to Amendment No. 26 to this Schedule 13D.)
</TABLE>
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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(k)(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: April 23, 1999 /s/ SAM WYLY
--------------------------------
Sam Wyly
/s/ CHARLES J. WYLY, JR.
--------------------------------
Charles J. Wyly, Jr.
