-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KqTTcohnLQ6SDoP2vfSRa9bq7GUAa9ZvQDgckuK7CUaS1HhQ6MwQjm1BNTpiNzY9 UG3lQGVAaHwGIHCkpMxb4Q== 0001193125-04-000144.txt : 20040102 0001193125-04-000144.hdr.sgml : 20040101 20040102132530 ACCESSION NUMBER: 0001193125-04-000144 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GAP INC CENTRAL INDEX KEY: 0000039911 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 941697231 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-87442 FILM NUMBER: 04500797 BUSINESS ADDRESS: STREET 1: TWO FOLSOM STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159524400 MAIL ADDRESS: STREET 1: TWO FOLSOM STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: GAP STORES INC DATE OF NAME CHANGE: 19850617 424B3 1 d424b3.htm PROSPECTUS SUPPLEMENT #22 Prospectus Supplement #22

Filed Pursuant to Rule 424(b)(3)

File No. 333-87442

PROSPECTUS SUPPLEMENT NO. 22

(To Prospectus dated June 5, 2002)

 

$1,380,000,000

 

Gap Inc.

 

5.75% Senior Convertible Notes due 2009 and

85,607,940 Shares of Common Stock Issuable

upon Conversion of the Notes

 

This prospectus supplement supplements the prospectus dated June 5, 2002, as amended or supplemented, of The Gap, Inc. relating to the sale from time to time by certain of our security holders (including their transferors, donees, pledgees or successors) of up to $1,380,000,000 aggregate principal amount at maturity of our 5.75% Senior Convertible Notes due 2009 and the shares of common stock issuable upon conversion of the notes. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.

 

 

Investing in the notes or the common stock into which the notes are convertible involves risks. See “Risk Factors” beginning on page 5 of the accompanying prospectus.

 

 

Neither the Securities and Exchange Commission, any state securities commission nor any other U.S. regulatory authority, has approved or disapproved the securities nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

The table of selling security holders contained in the prospectus is hereby amended to add the entities who are named below as selling security holders:

 

Name   

Aggregate principal

amount at maturity of

notes that may be sold

by this prospectus

   

Percentage of

notes outstanding

   

Number of shares

of common stock

that may be sold by

this prospectus

   

Percentage of

shares of

common stock

outstanding

Goldman Sachs and Company(1)

    51,670,000    3.74%    3,205,335    *
(1) The information relating to this selling security holder supercedes the information that was previously included in the accompanying prospectus or any other amendments or supplements thereto.

 

To our knowledge, none of the selling security holders listed in the table as amended above has, or within the past three years has had, any material relationship with us or our affiliates, except as previously disclosed.

 

 

The date of this prospectus supplement is January 2, 2004

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