SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WYLY SAMUEL EVANS
(Last) (First) (Middle)
8000 BENT BRANCH DRIVE
(Street)
IRVING TX 75063
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MICHAELS STORES INC [ MIK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
01/28/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/28/2004 M 800,000 A $8.9531 800,000 D
Common Stock 01/28/2004 F(1) 159,591 D $44.88 640,409 D
Common Stock 6,400 I By Trust(2)
Common Stock 74,786 I By Trust(3)
Common Stock 74,786 I By Trust(4)
Common Stock 200,000 I By Limited Partnership(5)
Common Stock 14,020 I By Spouse(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $8.9531 01/28/2004 M 800,000 (7) 02/29/2004 Common Stock 800,000 $0 0 D
Explanation of Responses:
1. 800,000 shares of Michaels Stores, Inc. common stock were acquired by the reporting person upon exercise of stock options, and the exercise price of those stock options was paid by surrendering to Michaels Stores, Inc. 159,591 shares of Michaels Stores, Inc. common stock that would otherwise be issuable to the reporting person in connection with the exercise of the stock options.
2. Shares are held by the Cheryl Wyly Marital Trust of which the spouse of the reporting person is the trustee and sole beneficiary of such trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
3. Shares are held by the Andrew David Sparrow Wyly Trust of which the reporting person is the trustee.
4. Shares are held by the Christina Parker Wyly Trust of which the reporting person is the trustee.
5. Shares are held by Tallulah, Ltd., a limited partnership of which the reporting person is a general and limited partner.
6. Shares are held by Cheryl Wyly, the spouse of the reporting person.
7. 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 800,000 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.
Remarks:
/s/ Elizabeth K. Giddens Elizabeth K. Giddens, Attorney-in-Fact for Sam Wyly 01/30/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.