As filed with the Securities and Exchange Commission on July 30, 2004

Registration No. 333-87442

 

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

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Post-Effective Amendment No. 2

to

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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The Gap, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		5651		94-1697231
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

Two Folsom Street

San Francisco, California 94105

(650) 952-4400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

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Lauri Shanahan, Esq.

Senior Vice President and General Counsel

The Gap, Inc.

Two Folsom Street

San Francisco, California 94105

(650) 952-4400

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

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COPY TO:

 

Brett Cooper, Esq.

Orrick, Herrington & Sutcliffe LLP

Old Federal Reserve Bank Building

400 Sansome Street

San Francisco, California 94111

(415) 392-1122

 

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EXPLANATORY NOTE

 

This Post-Effective Amendment No. 2 amends the Registration Statement on Form S-3 (Registration No. 333-87442) (the “Registration Statement”) on which The Gap, Inc. (the “Registrant”) registered $1,380,000,000 of 5.75% Senior Convertible Notes due 2009 and 85,608,300 shares of Common Stock, par value $0.05 per share, of the Registrant (the “Securities”) to be offered and sold by certain selling securityholders of the Registrant described in the Registration Statement (the “Selling Securityholders”).

 

The Securities and Exchange Commission declared the Registration Statement effective on June 5, 2002. As of the date hereof, the Registrant believes that $167,185,000 of the Securities covered by the Registration Statement have not been sold by the Selling Securityholders. The Registrant had an obligation pursuant to a registration rights agreement to maintain the effectiveness of the Registration Statement only until June 8, 2004 and desires that the Registration Statement no longer be considered effective with respect to any unsold Securities. Accordingly, this Post-Effective Amendment is being filed to deregister all unsold Securities.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on July 30, 2004.