Filed Pursuant to
Rule 424(b)(3)
Commission File NO. 333-39116
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 23, 2000)
8,066,874 SHARES OF COMMON STOCK
MICHAELS STORES, INC.
Common Stock
-----------------------------------
This prospectus supplement supplements the prospectus dated June 23,
2000 of Michaels Stores, Inc. ("Michaels") relating to the sale by certain
stockholders of Michaels of up to 8,066,874 shares of Michaels' common stock.
This prospectus supplement should be read in conjunction with the prospectus,
and this prospectus supplement is qualified by reference to the prospectus
except to the extent that information herein contained supersedes the
information contained in the prospectus. Capitalized terms used in this
prospectus supplement and not otherwise defined herein have the meanings
specified in the prospectus.
This prospectus supplement restates in its entirety the information
set forth under the caption "Resale of Shares; Selling Stockholders" in the
prospectus.
The date of this prospectus supplement is May 31, 2001.
RESALE OF SHARES; SELLING STOCKHOLDERS
The persons listed in the following table are eligible to offer and
sell shares acquired by them upon the exercise of options pursuant to the
registration statement and this prospectus. The inclusion of any person in
the following table is not an indication or admission that such person is an
affiliate of Michaels. The ownership information set forth in the following
table is presented as of April 20, 2001. 31,892,025 shares of common stock
were issued and outstanding as of such date.
Michaels is unaware whether the selling stockholders listed below
intend to exercise the options or sell the shares they may acquire upon
exercise of options.
Michaels in the future may grant additional options to the persons
listed below and may allow persons other than those listed below to offer and
sell shares acquired upon exercise of options pursuant to the registration
statement and this prospectus. Michaels will supplement this prospectus to
reflect such changes as and when required by law.
COMMON STOCK COMMON STOCK
OWNERSHIP NUMBER OF OWNERSHIP
PRIOR TO OFFERING (1)(2) SHARES OF AFTER OFFERING (2)
--------------------------------------------------------------- COMMON STOCK ---------------------
NAME AND POSITION NUMBER PERCENTAGE OFFERED HEREBY NUMBER PERCENTAGE
----------------------------------------------------------------------------------------------------
Sam Wyly (3)
Chairman of the Board of Directors 1,336,822 4.1% 500,000 836,822 2.6%
----------------------------------------------------------------------------------------------------
Charles J. Wyly, Jr. (4)
Vice Chairman of the Board of
Directors 716,444 2.2% 250,000 466,444 1.5%
----------------------------------------------------------------------------------------------------
Stargate, Ltd. (5) 280,000 * 200,000 80,000 *
----------------------------------------------------------------------------------------------------
Richard E. Hanlon (6)
Director 52,600 * 50,000 2,600 *
----------------------------------------------------------------------------------------------------
R. Michael Rouleau (7)
Chief Executive Officer 332,341 1.0% 300,000 32,341 *
----------------------------------------------------------------------------------------------------
Bryan M. DeCordova (8)
Executive Vice President -
Chief Financial Officer 76,061 * 75,000 1,061 *
----------------------------------------------------------------------------------------------------
Thomas C. DeCaro (9)
Senior Vice President -
Merchandise Planning and
Control 17,754 * 17,500 254 *
----------------------------------------------------------------------------------------------------
Sue Elliott (10)
Senior Vice President -
Human Resources 17,500 * 17,500 0 *
----------------------------------------------------------------------------------------------------
Duane Hiemenz (11)
Senior Vice President -
New Business Development 63,121 * 59,167 3,954 *
----------------------------------------------------------------------------------------------------
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COMMON STOCK COMMON STOCK
OWNERSHIP NUMBER OF OWNERSHIP
PRIOR TO OFFERING (1)(2) SHARES OF AFTER OFFERING (2)
--------------------------------------------------------------- COMMON STOCK ---------------------
NAME AND POSITION NUMBER PERCENTAGE OFFERED HEREBY NUMBER PERCENTAGE
----------------------------------------------------------------------------------------------------
James Tucker (12)
Executive Vice President -
Chief Information Officer 83,247 * 75,000 8,247 *
----------------------------------------------------------------------------------------------------
James C. Neustadt (13)
Senior Vice President -
Advertising and Marketing 79,846 * 79,375 471 *
----------------------------------------------------------------------------------------------------
Robert M. Spencer (14)
Executive Vice President -
Merchandising 45,000 * 45,000 0 *
----------------------------------------------------------------------------------------------------
Douglas B. Sullivan (15)
Executive Vice President -
Development 117,793 * 75,000 42,793 *
----------------------------------------------------------------------------------------------------
Richard C. Marcus (16)
Director 50,000 * 50,000 0 *
----------------------------------------------------------------------------------------------------
Edward F. Sadler (17)
Executive Vice President -
Store Operations 73,750 * 68,750 5,000 *
----------------------------------------------------------------------------------------------------
Stephen W. Davis (18)
Executive Vice President -
Michaels.com 89,500 * 89,500 0 *
----------------------------------------------------------------------------------------------------
Elizabeth A. VanStory (19)
Director 50,000 * 50,000 0 *
----------------------------------------------------------------------------------------------------
*Less than 1% of class.
(1) Based on ownership as of April 20, 2001. Persons holding shares of
common stock pursuant to the Michaels Employees 401(k) Plan generally
have sole voting and investment power with respect to such shares.
(2) Based on 31,892,025 shares of common stock issued and outstanding as of
April 20, 2001.
(3) Includes 500,000 shares to be acquired upon exercise of options granted
under the plan, all of which are presently exercisable. Also includes
589,536 shares of common stock held of record by Tallulah, Ltd., a
limited partnership of which Mr. Wyly is the general partner, and 74,786
shares of common stock held of record by family trusts of which Mr. Wyly
is trustee.
(4) Includes 250,000 shares to be acquired upon exercise of options granted
under the plan, all of which are presently exercisable, of which 200,000
shares to be acquired under options granted under the plan are held by
Stargate, Ltd., a limited partnership of which Mr. Wyly is the general
partner. Also includes 80,000 shares of common stock held of record by
Stargate, Ltd. and 386,444 shares of common stock held of record by
family trusts of which Mr. Wyly is trustee.
(5) Includes 200,000 shares to be acquired upon exercise of options granted
under the plan, all of which are presently exercisable, held of record by
Stargate, Ltd. of which Charles J. Wyly, Jr. is the general partner.
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(6) Includes 50,000 shares to be acquired upon exercise of options granted
under the plan, all of which are presently exercisable.
(7) Includes 300,000 shares to be acquired upon exercise of options granted
under the plan, 99,999 of which are presently exercisable, 33,333 of
which become exercisable on July 30, 2001 and each of July 28, 2001 and
2002 and 33,334 of which become exercisable on each of August 5, 2001,
July 30, 2002 and July 28, 2003. Also includes 3,166 shares of common
stock held pursuant to the 401(k) Plan.
(8) Includes 75,000 shares to be acquired upon exercise of options granted
under the plan, 24,999 of which are presently exercisable, 8,333 of which
become exercisable on July 30, 2001 and each of July 28, 2001 and 2002
and 8,334 of which become exercisable on each of August 5, 2001, July 30,
2002 and July 28, 2003. Also includes 1,012 shares of common stock held
pursuant to the 401(k) Plan.
(9) 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,
2001 and 2002 and 5,834 of which become exercisable on August 31, 2003.
Also includes 254 shares of common stock held pursuant to the 401(k) Plan.
(10) Includes 17,500 shares to be acquired upon exercise of options granted
under the plan, 5,833 of which become exercisable on each of October 30,
2001 and 2002 and 5,834 of which become exercisable on October 30, 2003.
(11) Includes 59,167 shares to be acquired upon exercise of options granted
under the plan, 16,666 of which are presently exercisable, 8,333 of which
become exercisable on July 30, 2001, 5,833 of which become exercisable on
each of July 28, 2001 and 2002, 8,334 of which become exercisable on each
of August 5, 2001 and July 30,2002 and 5,834 of which become exercisable
on July 28, 2003. Also includes 556 shares of common stock held pursuant
to the 401(k) Plan.
(12) Includes 75,000 shares to be acquired upon exercise of options granted
under the plan, 24,999 of which are presently exercisable, 8,333 of which
become exercisable on July 30, 2001 and each of July 28, 2001 and 2002
and 8,334 of which become exercisable on each of August 5, 2001, July 30,
2002 and July 28, 2003. Also includes 1,247 shares of common stock held
pursuant to the 401(k) Plan.
(13) Includes 79,375 shares to be acquired upon exercise of options granted
under the plan, 48,749 of which are presently exercisable, 1,459 of which
become exercisable on August 5, 2001, 5,833 of which become exercisable
on July 30, 2001 and each of July 28, 2001 and 2002 and 5,834 of which
become exercisable on each of July 30, 2002 and July 28, 2003. Also
includes 471 shares of common stock held pursuant to the 401(k) Plan.
(14) Includes 45,000 shares to be acquired upon exercise of options under the
plan, 9,999 of which are presently exercisable, 1,389 of which become
exercisable on September 30, 2001, 1,945 of which become exercisable on
August 5, 2001, 3,333 of which become exercisable on July 30, 2001 and
each of July 28, 2001 and 2002, 5,000 of which become exercisable on each
of January 31, 2002, 2003 and 2004 and 3,334 of which become exercisable
on each of July 30, 2002 and July 28, 2003.
(15) Includes 75,000 shares to be acquired upon exercise of options granted
under the plan, 24,999 of which are presently exercisable, 8,333 of which
become exercisable on July 30, 2001 and each of July 28, 2001 and 2002
and 8,334 of which become exercisable on each of August 5, 2001, July 30,
2002 and July 28, 2003. Also includes 9,918 shares of common stock held
pursuant to the 401(k) Plan.
(16) Includes 50,000 shares to be acquired upon exercise of options granted
under the plan, all of which are presently exercisable.
(17) Includes 68,750 shares to be acquired upon exercise of options granted
under the plan, 16,666 of which are presently exercisable, 16,667 of
which become exercisable on October 29, 2001, 6,250 of which become
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exercisable on each of July 28, 2001, 2002 and 2003 and 16,667 of which
become exercisable on October 29,2002.
(18) Includes 89,500 shares to be acquired upon exercise of options granted
under the plan, 25,000 of which are presently exercisable, 25,000 of
which become exercisable on each of December 31, 2001 and 2002, 4,833 of
which become exercisable on each of July 28, 2001 and 2002 and 4,834 of
which become exercisable on July 28,2003.
(19) Includes 50,000 shares to be acquired upon exercise of options granted
under the plan, all of which are presently exercisable.
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