8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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):  October 11, 2006

MICHAELS STORES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-09338	75-1943604
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

8000 Bent Branch Drive
Irving, Texas  75063
P.O. Box 619566
DFW, Texas  75261-9566
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 409-1300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events.

On October 11, 2006, Michaels Stores, Inc. (the “Company”) issued a press release announcing that it intends to offer certain debt securities in a transaction exempt from the registration requirements of the Securities Act of 1933.  The Company is filing this press release in accordance with Rule 135c under the Securities Act of 1933.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The debt securities to be offered 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.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number	Description
99.1	Press release issued by Michaels Stores, Inc., dated October 11, 2006.

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SIGNATURE

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/ Jeffrey N. Boyer
		Jeffrey N. Boyer
		President and Chief Financial Officer
Date:  October 11, 2006

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INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press release issued by Michaels Stores, Inc., dated October 11, 2006.

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EX-99.1

Exhibit 99.1

NEWS RELEASE	Lisa K. Klinger
FOR IMMEDIATE RELEASE	Vice President - Treasurer and
	Investor Relations
	(972) 409-1528
	klingerl@michaels.com

Michaels Stores Announces Offering of Senior Notes and Senior
Subordinated Notes to Partially Finance the Previously
Announced Merger Transaction

IRVING, Texas – October 11, 2006 – Michaels Stores, Inc. (NYSE: MIK) announced that it intends to raise approximately $1,075 million in gross proceeds through an offering of Senior Notes due 2014 and Senior Subordinated Notes due 2016.  The net proceeds from these offerings would be used to partially fund the previously announced merger of Michaels with affiliates of Bain Capital Partners, LLC and The Blackstone Group.  The consummation of these note offerings is subject to market and other conditions including, without limitation, the closing of the merger transaction.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the 2014 notes or the 2016 notes.  The notes to be offered have not been, and will not be, registered under the Securities Act of 1933 or any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby.  These statements involve a number of risks, uncertainties, and other factors including the failure to close the merger transaction and potential changes in market conditions that could cause actual results to differ materially.

8000 BENT BRANCH DRIVE · IRVING, TEXAS 75063
(972) 409-1300