0000912057-01-532784.txt : 20011008 0000912057-01-532784.hdr.sgml : 20011008 ACCESSION NUMBER: 0000912057-01-532784 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010920 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010920 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11822 FILM NUMBER: 1740790 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 8-K 1 a2059485z8-k.txt 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): SEPTEMBER 20, 2001 MICHAELS STORES, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-11822 75-1943604 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 8000 BENT BRANCH DRIVE IRVING, TEXAS 75063-6041 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 409-1300 ================================================================================ ITEM 5. OTHER EVENTS. On September 20, 2001, Michaels Stores, Inc. announced that, in light of the impact on various market participants resulting from the recent events in New York and Washington, D.C., it has extended to 5:00 p.m., New York City time, on September 28, 2001, its offer to exchange up to $200 million aggregate principal amount of its 9 1/4% senior notes due 2009 (CUSIP Number 594087 AF 5) for up to $200 million aggregate principal amount of its existing 9 1/4% senior notes due 2009 (CUSIP Number 594087 AE 8). The existing notes were issued and sold in a transaction exempt from registration under Rule 144A of the Securities Act of 1933. The exchange offer was originally scheduled to expire at 5:00 p.m., New York City time, on September 20, 2001. Michaels Stores, Inc. also announced that the Exchange Agent has relocated its office. Consequently, letters of transmittal and existing notes to be exchanged should be delivered to: THE BANK OF NEW YORK, EXCHANGE AGENT BY REGISTERED OR CERTIFIED MAIL: BY HAND OR OVERNIGHT DELIVERY: FACSIMILE TRANSMISSION NUMBER: The Bank of New York The Bank of New York (for Eligible Institutions Only) One Campus Drive One Campus Drive (914) 773-5015 Pleasantville, New York 10507 Pleasantville, New York 10507 Attention: Diane Amoroso Attention: Diane Amoroso CONFIRM RECEIPT OF FACSIMILE BY Reorganization Section Reorganization Section TELEPHONE (914) 773-5735
Questions concerning the delivery of appropriate documents and existing notes should be directed to Diane Amoroso ((914) 773-5735) at the Exchange Agent. The existing notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. A copy of the press release with respect to the extension of the exchange offer is being filed as an exhibit hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits:
Exhibit Number Description ------- ----------- 99.1 Press Release, dated September 20, 2001.
2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MICHAELS STORES, INC. By: /s/ Bryan M. DeCordova -------------------------------------- Name: Bryan M. DeCordova Title: Executive Vice President and Chief Financial Officer Date: September 20, 2001 3 INDEX TO EXHIBITS
Exhibit Number Description ------- ----------- 99.1 Press Release, dated September 20, 2001.
EX-99.1 3 a2059485zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE Contact: Bryan M. DeCordova FOR IMMEDIATE RELEASE Executive Vice President -- Chief Financial Officer (972) 409-1581 Christopher J. Holland Vice President -- Finance (972) 409-1667 MICHAELS ANNOUNCES EXTENSION OF EXCHANGE OFFER TO SEPTEMBER 28, 2001 IRVING, Texas - September 20, 2001 - Michaels Stores, Inc. (Nasdaq: MIKE) today announced that, in light of the impact on various market participants resulting from recent events in New York and Washington, D.C., it is extending to 5:00 p.m., New York City time, on September 28, 2001, its offer to exchange up to $200 million aggregate principal amount of its 9 1/4% senior notes due 2009 for up to $200 million aggregate principal amount of its existing 9 1/4% senior notes due 2009. The existing notes were issued and sold in a transaction exempt from registration under Rule 144A of the Securities Act of 1933. The exchange offer was originally scheduled to expire at 5:00 p.m., New York City time, on September 20, 2001. Michaels Stores, Inc. also announced that the Exchange Agent has relocated its office. Consequently, letters of transmittal and existing notes to be exchanged should be delivered to: THE BANK OF NEW YORK, EXCHANGE AGENT BY REGISTERED OR CERTIFIED MAIL: BY HAND OR OVERNIGHT DELIVERY: FACSIMILE TRANSMISSION NUMBER: The Bank of New York The Bank of New York (for Eligible Institutions Only) One Campus Drive One Campus Drive (914) 773-5015 Pleasantville, New York 10507 Pleasantville, New York 10507 Attention: Diane Amoroso Attention: Diane Amoroso CONFIRM RECEIPT OF FACSIMILE BY Reorganization Section Reorganization Section TELEPHONE (914) 773-5735
Questions concerning the delivery of appropriate documents and existing notes should be directed to Diane Amoroso ((914) 773-5735) at the Exchange Agent. The existing notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. Michaels Stores, Inc. (WWW.MICHAELS.COM) is the world's largest retailer of arts, crafts, framing, floral, decorative wall decor and seasonal merchandise for the hobbyist and do-it-yourself home decorator. The Company owns and operates 669 Michaels stores in 48 states, Canada, and Puerto Rico, and 128 Aaron Brothers stores, located primarily on the West Coast and 1 wholesale operation located in Dallas, Texas. ----------------------------------------------- 9000 BENT BRANCH DRIVE - IRVING, TEXAS 75063 972/409-1300