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                       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


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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

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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
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    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:

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<Caption>
Exhibit
Number       Description
-------      -----------
          
 99.1        Press Release, dated September 20, 2001.
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                                  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



















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                               INDEX TO EXHIBITS

<Table>
<Caption>
Exhibit
Number      Description
-------     -----------
         
 99.1       Press Release, dated September 20, 2001.
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