X0201 4 2004-01-28 0 0000740670 MICHAELS STORES INC MIK 0001185854 WYLY JR CHARLES J 8000 BENT BRANCH DRIVE IRVING TX 75063 1 1 0 0 Chairman of the Board Common Stock 2004-01-28 4 M 0 400000.0000 8.9531 A 560000.0000 I By Limited Partnership Common Stock 2004-01-28 4 F 0 79795.0000 44.8800 D 480205.0000 I By Limited Partnership Common Stock 207604.0000 I By Limited Partnership Common Stock 207806.0000 I By Trust Common Stock 203540.0000 I By Trust Common Stock 143938.0000 I By Trust Common Stock 100.0000 D Stock Option (Right to Buy) 8.9531 2004-01-28 4 M 0 400000.0000 0 D 2004-02-29 Common Stock 400000.0000 0 I By Limited Partnership Shares are held by Stargate, Ltd., a limited partnership, the general partner of which is a trust of which the reporting person is one of the trustees. 400,000 shares of Michaels Stores, Inc. common stock were acquired indirectly by the reporting person upon the exercise of stock options held by Stargate, Ltd., and the exercise price of those stock options was paid by surrendering to Michaels Stores, Inc. 79,795 shares of Michaels Stores, Inc. common stock that would otherwise be issuable to Stargate, Ltd. in connection with the exercise of the stock options. Shares are held by Shadywood USA, Ltd., a limited partnership of which the reporting person is a general partner. Shares are held by the Charles J. Wyly, III Trust of which the reporting person is the trustee. Shares are held by the Jennifer Lynn Wyly Trust of which the reporting person is the trustee. Shares are held by the Martha Caroline Wyly Trust of which the reporting person is the trustee. Exercise of stock options pursuant to original grant to the reporting person on March 1, 1999 of options under the Michaels Stores, Inc. Amended and Restated 1997 Stock Option Plan to purchase 400,000 shares of Michaels Stores, Inc. common stock (adjusted to give effect to a two-for-one stock split effected in the form of a stock dividend to stockholders of record as of the close of business on November 12, 2001). The options associated with this grant vested immediately upon grant. After giving effect to the transaction that is the subject of this report, no options remain outstanding under this grant. The stock options involved in this transaction were initially granted to the reporting person and subsequently transferred to Stargate, Ltd. /s/ Elizabeth K. Giddens Elizabeth K. Giddens, Attorney-in-Fact for Charles J. Wyly, Jr. 2004-01-30