IRVING, Texas, April 8 /PRNewswire-FirstCall/ -- Michaels Stores
(NYSE: MIK) today reported that it has been informed by Charles J. Wyly, Jr.
and Sam Wyly, who are, respectively, Chairman and Vice Chairman of the Board
of Directors of the Company, that they have filed a report with the Securities
and Exchange Commission under Section 13 of the Securities Exchange Act of
1934 with respect to securities of the Company held by certain non-U.S. trusts
and subsidiaries. The Company understands that Charles Wyly and Sam Wyly and
certain of their family members are direct or contingent beneficiaries of
certain of those trusts. According to this report, Charles Wyly and Sam Wyly
may be deemed the beneficial owners in the aggregate as of March 31, 2005 of
10,868,352 shares of the Company's common stock or 7.9% of the Company's
outstanding common stock. As a result of this filing by the Wylys, the
Company will reflect the updated ownership position for the Wylys in its proxy
statement for the 2005 annual meeting of stockholders.
As of March 31, 2005, Charles Wyly may be deemed the beneficial owner
under Securities and Exchange Commission Rule 13d-3 of 6,045,818 shares or
4.4% of the Company's outstanding common stock, and Sam Wyly may be deemed the
beneficial owner under Rule 13d-3 of 4,822,534 shares or 3.5% of such
outstanding common stock. Under Rule 13d-3, a person has beneficial ownership
of any securities as to which such person, directly or indirectly through any
contract, arrangement, understanding, relationship or otherwise has or shares
voting power and/or investment power or as to which such person has the right
to acquire such voting and/or investment power within 60 days, including by
the exercise of options.
Charles Wyly and Sam Wyly have not in the past included purchases and
sales of the Company's securities by the non-U.S. trusts and/or their
corporate subsidiaries in reports filed by them with the Securities and
Exchange Commission under Section 16 of the Securities Exchange Act and have
informed the Company they will, therefore, file appropriate Section 16 reports
with respect to such purchases and sales. Based on those reports, the Company
will calculate whether there exists liability for "short-swing" profits under
Section 16. Charles Wyly and Sam Wyly have each undertaken to pay to the
Company the amount of any Section 16(b) liability.
The Company said that it believes that "short-swing" profit
reimbursements, if any, to the Company will have no effect on the Company's
previously reported consolidated statement of income and will not adversely
affect the Company's consolidated balance sheet.
As previously reported on February 23, 2005, the Company received a grand
jury subpoena from the District Attorney's Office in the County of New York
for documents and records in an inquiry relating to the beneficial ownership
of securities of the Company that are held directly or indirectly by certain
irrevocable non-U.S. trusts and securities transactions by these trusts. The
Company is continuing to cooperate with the District Attorney's office and the
Securities and Exchange Commission, which has also opened an inquiry into this
matter.
Michaels Stores, Inc. is the world's largest specialty retailer of arts,
crafts, framing, floral, wall decor, and seasonal merchandise for the hobbyist
and do-it-yourself home decorator. As of April 8, 2005, the Company owns and
operates 853 Michaels stores in 48 states and Canada, 165 Aaron Brothers
stores, eight Recollections stores, and four Star Wholesale operations.
SOURCE Michaels Stores, Inc.
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Related links:
http://www.michaels.com
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Company News On-Call:
http://www.prnewswire.com/comp/115769.html
CONTACT:
Jeffrey N. Boyer, Executive Vice President -
Chief Financial Officer, +1-972-409-1581, or Christopher J.
Holland, Vice President - Finance, +1-972-409-1667, both of
Michaels Stores, Inc.
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