-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E5h8jVRBlwm0Plp0DL+txAFVH6ANVlfmGCiXAO0DeMjcfB9ZbV/lL9544RLfnnnp qilt5wBQy1SahsMrGLdl+g== 0000912057-97-018418.txt : 19970521 0000912057-97-018418.hdr.sgml : 19970521 ACCESSION NUMBER: 0000912057-97-018418 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970520 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICHAELS STORES INC CENTRAL INDEX KEY: 0000740670 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 751943604 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35305 FILM NUMBER: 97611868 BUSINESS ADDRESS: STREET 1: 8000 BENT BRANCH DR STREET 2: PO BOX 619566 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 2147147000 MAIL ADDRESS: STREET 1: PO BOX 619566 CITY: DFW STATE: TX ZIP: 75261 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIDENT TRUST CO IOM LTD CENTRAL INDEX KEY: 0001029870 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 175 STREET 2: 100 MARKET ST CITY: DOUGLAS, ISLE OF MAN BUSINESS PHONE: 011441824877055 MAIL ADDRESS: STREET 1: PO BOX 175 STREET 2: 100 MARKET ST CITY: DOUGLAS, ISLE OF MAN SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) --------- MICHAELS STORES, INC. -------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.10 PER SHARE -------------------------------------------------------- (Title of Class of Securities) 594087-10-8 -------------------------------------------------------- (CUSIP Number) David Bester Trident Trust Company (IOM) Limited P.O. Box 175 100 Market Street Douglas, Isle of Man British Isles, IM99ITT 011 44 1624 677 055 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 25, 1997 -------------------------------------------------------- (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 page(s)) Page 1 of 11 Pages --- CUSIP No. 594087-10-8 13D Page 2 of 11 Pages ----------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trident Trust Company (IOM) Limited - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) / / (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* WC - ------------------------------------------------------------------------------- (5) Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Isle of Man - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 1,850,000 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 0 -------------------------------------------------- (9) Sole Dispositive Power 1,850,000 -------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,850,000 - ------------------------------------------------------------------------------- (12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.2 - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- CUSIP No. 594087-10-8 13D Page 3 of 11 Pages This Amendment No. 1 supplements and amends the Statement on Schedule 13D, dated December 23, 1996 (the "Schedule 13D"), by Trident Trust Company (IOM) Limited, an Isle of Man corporation ("Trident"), as the trustee of a trust that holds all of the outstanding shares of common stock of Devotion Limited ("Devotion"), an Isle of Man corporation, and a trust that holds all of the outstanding shares of common stock of Elegance Limited ("Elegance"), an Isle of Man corporation. Capitalized terms used herein which are not otherwise defined are so used with the respective meanings ascribed to them in the Schedule 13D. Item 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended by deleting the first paragraph thereof and substituting therefor the following paragraph: This statement is being filed by Trident as the trustee of a trust that holds all of the outstanding common stock of Devotion and a trust that holds all of the outstanding shares of common stock of Elegance. Each of Devotion and Elegance holds shares of common stock, par value $0.10 per share ("Common Stock"), of Michaels Stores, Inc. (the "Company"). Trident's principal business is providing trust services. The address of Trident's principal business office is P.O. Box 175, 100 Market Street, Douglas, Isle of Man, British Isles IM99ITT. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended by deleting the second paragraph thereof and substituting therefor the following paragraph: The aggregate amount of funds necessary to exercise in full the options granted to Elegance pursuant to the Elegance Option Agreement (as defined below) was $7,000,003.50 (less $333,333.50 paid upon the issuance of such options) and the aggregate amount of funds necessary to exercise the Devotion Option (as defined below) to the extent Devotion had not transferred its interest therein was $7,500,000 (less $375,000 paid upon the issuance of such options). Such funds were obtained from the working capital of Elegance and Devotion, respectively. Item 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by adding the following paragraph after the first paragraph thereof: The principal purpose of Elegance in exercising the options issued pursuant to the Elegance Option Agreement and the principal purpose of Devotion in exercising the options issued pursuant to the Devotion Option Agreement (to the extent it had not transferred its interest therein) was to acquire direct ownership of shares of Common CUSIP No. 594087-10-8 13D Page 4 of 11 Pages Stock in accordance with the terms of the Elegance Option Agreement and the Devotion Option Agreement, respectively. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended by deleting the second paragraph thereof and substituting therefor the following paragraphs: Trident beneficially owns 1,850,000 shares, or 7.2% of the outstanding Common Stock. Trident beneficially owns 1,183,333 of such shares by virtue of its having sole dispositive and voting power over shares of Common Stock held by Devotion and 666,667 of such shares by virtue of having sole dispositive and voting power over shares of Common Stock held by Elegance. (The percentage set forth in the preceding sentence is based on 25,722,189 shares of Common Stock outstanding, based on information provided by the Company to Trident.) Pursuant to an Assignment and Assumption Agreement, dated February 25, 1997, by and between Devotion and Greenbriar Limited, an Isle of Man corporation (the "Greenbriar Assignment Agreement"), Devotion transferred to Greenbriar Limited its right to purchase 300,000 of the 1,333,333 shares of Common Stock issuable upon exercise of the option (the "Devotion Option") granted pursuant to the Devotion Option Agreement in exchange for an aggregate of $150,000, and pursuant to an Assignment and Assumption Agreement, dated February 25, 1997, by and between Devotion and Sarnia Investments Limited, an Isle of Man corporation (the "Sarnia Assignment Agreement"), Devotion transferred to Sarnia Investments Limited its right to purchase 283,333 of the 1,333,333 shares of Common Stock issuable upon exercise of the Devotion Option in exchange for an aggregate of $141,666.50. On February 28, 1997 Devotion exercised its right under the Devotion Option Agreement to purchase 750,000 shares of Common Stock issuable upon exercise of the Devotion Option and on February 28, 1997 Elegance exercised its right under the Elegance Option Agreement to purchase the 666,667 shares of Common Stock issuable upon exercise of the option granted pursuant to the Elegance Option Agreement. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by adding the following paragraph at the end thereof: Pursuant to the Greenbriar Assignment Agreement and the Sarnia Assignment Agreement, Devotion transferred its right to purchase 300,000 and 283,333 shares of Common Stock, respectively, issuable upon exercise of the Devotion Option. A copy of the Greenbriar Assignment Agreement is attached as Exhibit 3 and a copy of the Sarnia Assignment Agreement is attached as Exhibit 4. Each of the Greenbriar Assignment CUSIP No. 594087-10-8 13D Page 5 of 11 Pages Agreement and the Sarnia Assignment Agreement is incorporated herein by this reference. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by adding the following exhibits: Exhibit 3. Greenbriar Assignment Agreement. Exhibit 4. Sarnia Assignment Agreement. CUSIP No. 594087-10-8 13D Page 6 of 11 Pages SIGNATURES After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 20, 1997 TRIDENT TRUST COMPANY (IOM) LIMITED By: /s/ David H. Bester ----------------------------------- Name: David H. Bester --------------------------------- Title: Managing Director -------------------------------- CUSIP No. 594087-10-8 13D Page 7 of 11 Pages EXHIBIT INDEX EXHIBIT NO. ----------- 3. Greenbriar Assignment Agreement 4. Sarnia Assignment Agreement EX-3 2 GREENBRIAR ASSIGNMENT AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this "Agreement") is made and entered into as of February 25, 1997 by and between Devotion Limited, an Isle of Man corporation ("Assignor") and Greenbriar Limited, an Isle of Man corporation ("Assignee"). RECITALS A. Assignor entered into an option agreement (the "Option Agreement"), dated as of December 23, 1996, with Michaels Stores, Inc. ("Michaels") pursuant to which Assignor agreed to purchase from Michaels and Michaels agreed to sell to Assignor an option to acquire 1,333,333 newly issued and outstanding shares (the "Option Shares") of Common Stock, par value $.10 per share, of Michaels on the terms and subject to the conditions set forth in the Option Agreement. B. Assignor desires to sell, assign, transfer and convey to Assignee and Assignee desires to accept from Assignor, its right, title and interest in the Option Agreement to the extent, but only to the extent, that such right, title and interest relate to Assignor's right to purchase 300,000 of the Option Shares (the "Transferred Option") pursuant to the Option Agreement. C. Assignee is willing to assume and agree to perform the duties, obligations, liabilities and undertakings of Assignor under and agree to be bound by the terms and provisions of the Option Agreement to the extent, but only to the extent, that such duties, obligations, liabilities and undertakings and such terms and provisions relate to the Transferred Option. Assignor and Assignee hereby agree as follows: AGREEMENT 1. ASSIGNMENT OF TRANSFERRED OPTION. In exchange for $150,000 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns, transfers, conveys and delivers to Assignee and Assignee hereby accepts all right, title and interest of Assignor in, to and under the Option Agreement to the extent, but only to the extent, that such right, title and interest relate to the Transferred Option. 2. ASSUMPTION OF LIABILITY. Assignee hereby assumes and agrees to perform all duties, obligations, liabilities, and undertakings of Assignor under and agrees to be bound by the terms and provisions of the Option Agreement to the extent, but only to the extent, that such duties, obligations, liabilities and undertakings and such terms and provisions relate to the Transferred Option. 3. THIRD PARTY BENEFICIARY. Michaels is deemed to be a third party beneficiary of Section 2 of this Agreement. 4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and assigns. 5. MODIFICATION AND WAIVER. No supplement, modification, waiver or termination of this Agreement or any provisions hereof shall be binding unless executed in writing by the person to be bound thereby. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided. 6. COUNTERPARTS. Any number of counterparts of this Agreement and the signature pages hereof may be executed. Each counterpart will be deemed to be an original instrument and all counterparts taken together will constitute one agreement. 7. INVESTMENT REPRESENTATION. Assignee represents that the acquisition of the Transferred Option is being made for its own account, for investment, and not with a view to the sale or distribution thereof. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement. ASSIGNOR: DEVOTION LIMITED /s/ Richard Scott -------------------------------------- Name: Richard Scott -------------------------------- Title: Director -------------------------------- /s/ David H. Bester -------------------------------------- Name: David H. Bester -------------------------------- Title: Secretary ------------------------------- ASSIGNEE GREENBRIAR LIMITED /s/ Francis Webb -------------------------------------- Name: Francis Webb -------------------------------- Title: Director ------------------------------- /s/ Donald H. Beacock -------------------------------------- Name: Donald H. Beacock -------------------------------- Title: Director ------------------------------- -2- EX-4 3 SARNIA ASSIGNMENT AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this "Agreement") is made and entered into as of February 25, 1997 by and between Devotion Limited, an Isle of Man corporation ("Assignor") and Sarnia Investments Limited, an Isle of Man corporation ("Assignee"). RECITALS A. Assignor entered into an option agreement (the "Option Agreement"), dated as of December 23, 1996, with Michaels Stores, Inc. ("Michaels") pursuant to which Assignor agreed to purchase from Michaels and Michaels agreed to sell to Assignor an option to acquire 1,333,333 newly issued and outstanding shares (the "Option Shares") of Common Stock, par value $.10 per share, of Michaels on the terms and subject to the conditions set forth in the Option Agreement. B. Assignor desires to sell, assign, transfer and convey to Assignee and Assignee desires to accept from Assignor, its right, title and interest in the Option Agreement to the extent, but only to the extent, that such right, title and interest relate to Assignor's right to purchase 283,333 of the Option Shares (the "Transferred Option") pursuant to the Option Agreement. C. Assignee is willing to assume and agree to perform the duties, obligations, liabilities and undertakings of Assignor under and agree to be bound by the terms and provisions of the Option Agreement to the extent, but only to the extent, that such duties, obligations, liabilities and undertakings and such terms and provisions relate to the Transferred Option. Assignor and Assignee hereby agree as follows: AGREEMENT 1. ASSIGNMENT OF TRANSFERRED OPTION. In exchange for $141,666.50 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns, transfers, conveys and delivers to Assignee and Assignee hereby accepts all right, title and interest of Assignor in, to and under the Option Agreement to the extent, but only to the extent, that such right, title and interest relate to the Transferred Option. 2. ASSUMPTION OF LIABILITY. Assignee hereby assumes and agrees to perform all duties, obligations, liabilities, and undertakings of Assignor under and agrees to be bound by the terms and provisions of the Option Agreement to the extent, but only to the extent, that such duties, obligations, liabilities and undertakings and such terms and provisions relate to the Transferred Option. 3. THIRD PARTY BENEFICIARY. Michaels is deemed to be a third party beneficiary of Section 2 of this Agreement. 4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and assigns. 5. MODIFICATION AND WAIVER. No supplement, modification, waiver or termination of this Agreement or any provisions hereof shall be binding unless executed in writing by the person to be bound thereby. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided. 6. COUNTERPARTS. Any number of counterparts of this Agreement and the signature pages hereof may be executed. Each counterpart will be deemed to be an original instrument and all counterparts taken together will constitute one agreement. 7. INVESTMENT REPRESENTATION. Assignee represents that the acquisition of the Transferred Option is being made for its own account, for investment, and not with a view to the sale or distribution thereof. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement. ASSIGNOR: DEVOTION LIMITED /s/ Richard Scott -------------------------------------- Name: Richard Scott -------------------------------- Title: Director -------------------------------- /s/ David H. Bester -------------------------------------- Name: David H. Bester -------------------------------- Title: Secretary ------------------------------- ASSIGNEE GREENBRIAR LIMITED /s/ Francis Webb -------------------------------------- Name: Francis Webb -------------------------------- Title: Director ------------------------------- /s/ Donald H. Beacock -------------------------------------- Name: Donald H. Beacock -------------------------------- Title: Director ------------------------------- -2- -----END PRIVACY-ENHANCED MESSAGE-----