UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
Michaels Stores, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
594087108
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PAGE 1 OF 4 PAGES
CUSIP No. 594087108
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Pacific Advisors, Inc.
04-3118452
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
N/A (B) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
(5) SOLE VOTING POWER
-0-
NUMBER OF
SHARES (6) SHARED VOTING POWER
BENEFICIALLY 1,899,700
OWNED BY EACH
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
(8) SHARED DISPOSITIVE POWER
4,324,900
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,324,900
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6
12) TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES
ITEM 1(a) NAME OF ISSUER.
Michaels Stores, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
8000 Bent Branch Drive, Irving, TX 75063-6041
ITEM 2(a) NAME OF PERSON FILING.
First Pacific Advisors, Inc.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE.
11400 West Olympic Boulevard, Suite 1200, Los Angeles, CA 90064
ITEM 2(c) CITIZENSHIP OR PLACE OF ORGANIZATION.
Massachusetts
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock
ITEM 2(e) CUSIP NUMBER.
594087108
ITEM 3 REPORTING PERSON.
See Item 12 on cover page
ITEM 4 OWNERSHIP.
See Items 5 - 11 on cover page
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
PAGE 3 OF 4 PAGES
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 13, 2002
Date
/s/ J. Richard Atwood
Signature
J. Richard Atwood, Principal & Chief Operating Officer
Name/Title
PAGE 4 OF 4 PAGES