<Page>
EXHIBIT 99.3
MICHAELS STORES, INC.
EXCHANGE OF ALL OUTSTANDING
9 1/4% SENIOR NOTES DUE 2009
FOR
9 1/4% SENIOR NOTES DUE 2009
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2001 UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN
THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
To Our Clients:
We are enclosing herewith a Prospectus, dated , 2001, of
Michaels Stores, Inc., and the accompanying Letter of Transmittal that together
constitute the offer by Michaels (the "Exchange Offer"), to exchange its 9 1/4%
Senior Notes due 2009 (the "Exchange Notes"), which have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of its issued and outstanding 9 1/4% Senior Notes due 2009 (the
"Outstanding Notes"), upon the terms and subject to the conditions set forth in
the Exchange Offer.
The Exchange Offer is not conditioned upon any minimum number of Outstanding
Notes being tendered.
We are the holder of record of Outstanding Notes held by us for your own
account. A tender of such Outstanding Notes can be made only by us as the record
holder and pursuant to your instructions. The Letter of Transmittal is furnished
to you for your information only and cannot be used by you to tender Outstanding
Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Outstanding Notes held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We also request that you confirm that we may,
on your behalf, make the representations contained in the Letter of Transmittal.
Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will
represent to Michaels that:
(i) any Exchange Notes that the holder will acquire in exchange for Outstanding
Notes will be acquired in the ordinary course of business of the holder,
(ii) the holder has not engaged in, does not intend to engage in, and has no
arrangement with any person to engage in, a distribution of any Exchange
Notes issued to the holder, and
(iii) the holder is not an "affiliate" (as defined in Rule 405 under the
Securities Act) of Michaels.
If the holder is a broker-dealer that will receive Exchange Notes for its
own account in exchange for Outstanding Notes, it will represent that the
Outstanding Notes were acquired as a result of market-making activities or other
trading activities, and it will acknowledge that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
those Exchange Notes. By acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of those Exchange Notes, the broker-dealer is not deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
Very truly yours,
Please return your instructions to us in the enclosed envelope within ample
time to permit us to submit a tender on your behalf prior to the Expiration
Date.
<Page>
INSTRUCTION TO
BOOK ENTRY TRANSFER PARTICIPANT
To Participant of the DTC:
The undersigned hereby acknowledges receipt of the Prospectus, dated
, 2001 (the "Prospectus") of Michaels Stores, Inc., and the
accompanying Letter of Transmittal (the "Letter of Transmittal"), that together
constitute Michaels' offer (the "Exchange Offer") to exchange its 9 1/4% Senior
Notes due 2009 (the "Exchange Notes"), for all of its outstanding 9 1/4% Senior
Notes due 2009 (the "Outstanding Notes"). Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus or the Letter of
Transmittal.
This will instruct you, the DTC participant, as to the action to be taken by
you relating to the Exchange Offer with respect to the Outstanding Notes held by
you for the account of the undersigned.
The aggregate face amount of the Outstanding Notes held by you for the
account of the undersigned is (FILL IN AMOUNT):
$ of the 9 1/4% Senior Notes due 2009.
With respect to the Exchange Offer, we hereby instruct you (CHECK
APPROPRIATE BOX):
[ ] To TENDER the following amount of Outstanding Notes you hold for our
account (INSERT PRINCIPAL AMOUNT OF OUTSTANDING NOTES TO BE TENDERED,
IF ANY):
$ .
[ ] NOT To TENDER any Outstanding Notes you hold for our account.
If we instruct you to tender the Outstanding Notes held by you for our
account, it is understood that you are authorized to make, on behalf of us (and,
by signing below, we hereby make to you), the representations contained in the
Letter of Transmittal that are to be made with respect to us as a beneficial
owner, including, but not limited to, the representations, that:
(i) any Exchange Notes that we will acquire in exchange for Outstanding Notes
will be acquired in the ordinary course of our business,
(ii) we have not engaged in, do not intend to engage in, and have no arrangement
with any person to engage in, a distribution of any Exchange Notes issued to
us, and
(iii) we are not an "affiliate" (as defined in Rule 405 under the Securities
Act) of Michaels.
If we are a broker-dealer that will receive Exchange Notes for our own
account in exchange for Outstanding Notes, we represent that the Outstanding
Notes were acquired as a result of market-making activities or other trading
activities, and we acknowledge that we will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of those
Exchange Notes. By acknowledging that we will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes, we are not deemed to admit that we are an
"underwriter" within the meaning of the Securities Act.
SIGN HERE
Name of beneficial owner(s): ___________________________________________________
Signature(s): __________________________________________________________________
Name(s) (please print): ________________________________________________________
Address: _______________________________________________________________________
Telephone Number: ______________________________________________________________
Taxpayer Identification or Social Security Number: _____________________________
Date: __________________________________________________________________________