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UNITED STATES |
OMB APPROVAL |
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SECURITIES
AND EXCHANGE
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OMB Number:
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Washington, D.C. 20549 |
Expires: December 31, 2005 |
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SCHEDULE 13D |
Estimated average burden hours per response. . 11 |
The Gap, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
364760-10-8
(CUSIP Number)
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Jane A. Spray |
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with copies to: |
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c/o Pisces, Inc. |
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Douglas D. Smith, Esq. |
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One Maritime Plaza, 14th Floor |
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Gibson, Dunn & Crutcher LLP |
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San Francisco, CA 94111 |
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One Montgomery Street, 31st Floor |
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(415) 288-0540 |
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San Francisco, CA 94104 |
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(415) 393-8200 |
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 2004
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. 364760-10-8 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only)
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions)
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization
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Number of
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7. |
Sole
Voting Power
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8. |
Shared
Voting Power
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9. |
Sole
Dispositive Power
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10. |
Shared Dispositive Power
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11)
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14. |
Type of Reporting Person
(See Instructions)
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2
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only)
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions)
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization
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Number of
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7. |
Sole
Voting Power
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8. |
Shared
Voting Power
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9. |
Sole
Dispositive Power
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10. |
Shared Dispositive Power
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11)
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14. |
Type of Reporting Person
(See Instructions)
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only)
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions)
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization
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Number of
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7. |
Sole
Voting Power
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8. |
Shared
Voting Power
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9. |
Sole
Dispositive Power
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10. |
Shared Dispositive Power
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11)
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14. |
Type of Reporting Person
(See Instructions)
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only)
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions)
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization
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Number of
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7. |
Sole
Voting Power
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8. |
Shared
Voting Power
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9. |
Sole
Dispositive Power
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10. |
Shared Dispositive Power
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11)
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14. |
Type of Reporting Person (See
Instructions)
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(1) This includes 101,000,000 shares held by Fisher Core Holdings L.P. over which Robert J. Fisher, William S. Fisher and John J. Fisher, as general partners thereof, share dispositive and voting power. Robert J. Fisher, William S. Fisher and John J. Fisher each disclaims individual beneficial ownership of the shares held by Fisher Core Holdings L.P., except to the extent of each persons actual ownership interest in Fisher Core Holdings L.P.
5
Item 1. |
Security and Issuer |
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This statement on Schedule 13D (this Statement) relates to Common Stock, par value $0.05 per share (the Common Stock), of The Gap, Inc., a Delaware corporation (the Issuer). The address of the principal executive office of the Issuer is: Two Folsom Street, San Francisco, CA 94105. |
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This Statement amends a prior statement on Schedule 13G/A filed by Robert J. Fisher with the Securities Exchange Commission on February 10, 2004. This Statement also amends a prior statement on Schedule 13G/A filed by John J. Fisher with the Securities Exchange Commission on February 10, 2004. |
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Item 2. |
Identity and Background |
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a) This Statement is filed on behalf of the Fisher Core Holdings L.P., a Delaware limited partnership, Robert J. Fisher, William S. Fisher and John J. Fisher (each a Reporting Person and collectively the Reporting Persons) to reflect that each of the Reporting Persons, Donald G. Fisher and Doris F. Fisher have entered into that certain Limited Partnership Agreement (the LP Agreement), dated August 4, 2004 to form Fisher Core Holdings L.P. The parties to the LP Agreement entered into such agreement for the purpose of establishing the Reporting Persons voting and dispositive control over a core holding of the Common Stock of the Issuer to enable the Fisher family to have an ongoing voice in the management and direction of the Issuer. Pursuant to the LP Agreement, Robert, William and John Fisher, either through family trusts or individually, are the general partners of Fisher Core Holdings L.P., and Donald and Doris Fisher, through a family trust, are the sole limited partners of Fisher Core Holdings L.P. The LP Agreement provides that any decisions on voting and/or disposition of the shares of Common Stock of the Issuer held by Fisher Core Holdings L.P. will require a majority vote of the general partners. The limited partners have no voting or dispositive control. |
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As general partners of Fisher Core Holdings L.P., Robert, William and John Fisher may be deemed to beneficially own the shares of Common Stock of the Issuer beneficially owned by Fisher Core Holdings L.P. Accordingly, through the execution of the LP Agreement, the Reporting Persons may be deemed to constitute a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the Act), with respect to their beneficial ownership of the shares of Common Stock of the Issuer. However, the Reporting Persons expressly declare that the filing of this Statement is not intended as, and should not be deemed to be, an admission that any Reporting Person, for purposes of Section 13(d) of the Act or otherwise, is the individual beneficial owner of the shares of Common Stock of the Issuer held by other members of the group. The Reporting Persons have entered into a Joint Filing Agreement, dated August 5, 2004, a copy of which is attached as Exhibit 2 hereto, pursuant to which the Reporting Persons have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act. |
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b) The address of the principal business and principal office for the Reporting Persons is c/o Pisces, Inc., One Maritime Plaza, Suite 1400, San Francisco, CA 94111. |
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c) (1) Robert J. Fisher is Chairman of the Board of Directors of the Issuer, which is an international specialty retailer that sells casual apparel and accessories. The business address of the Issuer is Two Folsom Street, San Francisco, CA 94105. |
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(2) John J. Fisher is principally employed as President of Pisces, Inc., which is a family management company. The business address of the Pisces, Inc. is One Maritime Plaza, Suite 1400, San Francisco, CA 94111. |
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(3) William S. Fisher is a managing director of Manzanita Capital Ltd. |
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(4) Fisher Core Holdings L.P. is a limited partnership formed for the purpose of holding, managing and voting the shares of Common Stock of the Issuer contributed by its partners to the limited partnership. |
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d) & e) During the last five years, the Reporting Persons (i) have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
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f) The following Reporting Persons are citizens of the United States: Robert J. Fisher, William S. Fisher and John J. Fisher. Fisher Core Holdings L.P. is a Delaware limited partnership. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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The Reporting Persons are deemed to beneficially own certain shares of Common Stock of the Issuer as reflected in this Statement, including shares beneficially owned by the other Reporting Persons, as a result of their entry into the LP Agreement as more specifically described in Item 2a) above. The terms of the LP Agreement are hereby incorporated by reference herein. No consideration was or will be used to acquire beneficial ownership of the shares of Common Stock of the Issuer which the Reporting Persons are deemed to have acquired beneficial ownership of as a result of having entered into the LP Agreement. |
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In addition to the shares that the Reporting Persons are deemed to have acquired as a result of the LP Agreement, Robert, William and John Fisher also previously acquired shares of Common Stock of the Issuer prior to the registration of such shares under the Act. Robert and William Fisher have also previously acquired shares of Common Stock of the Issuer upon the exercise of options. All such shares were acquired with |
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personal funds. |
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Item 4. |
Purpose of Transaction |
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This Statement is being filed as a result of the execution of the LP Agreement as more fully described in Item 2a) above. The purpose for the execution of the LP Agreement is to establish a significant core holding of the Common Stock of the Issuer to enable the Fisher family to continue to have an ongoing voice in the management and direction of the Issuer. |
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The Reporting Persons intend to review their respective investments in the Issuer on a continuing basis and may, at any time, consistent with the obligations of the Reporting Persons under the federal securities laws, determine to increase or decrease their respective ownership of shares of the Issuers Common Stock of the Issuer through purchases or sales of such Common Stock of the Issuer in the open market or in privately negotiated transactions. The review of their respective investments in the Issuer by the Reporting Persons will depend on various factors, including the Issuers business prospects, other developments concerning the Issuer, general economic conditions, money and stock market conditions, and any other facts and circumstances which may become known to the Reporting Persons regarding their respective investments in the Issuer. At the time of filing this Statement, the Reporting Persons have no plans to purchase additional shares of Common Stock of the Issuer in the open market or in privately negotiated transactions but may engage in such transactions in the future. |
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The Reporting Persons have no present plans or proposals which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (ii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iii) any change in the board of directors or management of the Issuer or any of its subsidiaries, (iv) any material change in the present capitalization or dividend policy of the Issuer, (v) any other material change in the Issuers business or corporate structure; (vi) changes in the Issuers charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (vii) causing a series of securities of the Issuer to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association, (viii) a series of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (ix) any action similar to any of those described above. However, Robert J. Fisher, Chairman of the Board of Directors of the Issuer, may, in such capacity, from time to time, be involved in discussions which relate to the transactions described in this Item 4 and thus retains his right to modify his plans with respect to the transactions described in this Item 4, to acquire or dispose of securities of the Issuer and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations. The Reporting Persons disclaim any obligation to report on any plans with respect to the transactions described in this Item 4 that develop as a result of the Fisher family members involvement in the ongoing management as an officer or director of the Issuer and participation in decisions regarding the Issuers transactions. |
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Item 5. |
Interest in Securities of the Issuer |
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a) The Reporting Persons beneficially own the number of shares of Common Stock of the Issuer listed below, representing approximately the percentage of shares of Common Stock of the Issuer outstanding as of June 30, 2004 as listed below. There were 902,956,934 shares of Common Stock of the Issuer outstanding as of June 30, 2004. |
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Shares |
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Percentage of Total |
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Fisher Core Holdings L.P. |
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101,000,000 |
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11.2 |
% |
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Robert J. Fisher |
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148,418,280 |
* |
16.4 |
% |
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William S. Fisher |
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145,702,897 |
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16.1 |
% |
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John J. Fisher |
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152,980,000 |
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16.9 |
% |
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* including options to buy 22,552 shares |
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The Reporting Persons expressly disclaim that they have agreed to act together and do not have voting or dispositive power over shares of the Issuer other than as described in this Statement. The filing of this Statement by the Reporting Persons should not be considered an admission that such Reporting Persons, for purposes of Section 13(d) of the Act, are the individual beneficial owners of any shares of Common Stock of the Issuer in which such Reporting Persons do not have any ownership and economic interest. |
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b) As of the date of this Statement, the Reporting Persons have the sole power to vote and sole dispositive power over the number of shares of the Common Stock of the Issuer listed below, which represents approximately the listed percentage of the total outstanding shares of Common Stock of the Issuer based upon the number of shares outstanding as of June 30, 2004. As of the date of this Statement, pursuant to the LP Agreement, the Reporting Persons have shared power to vote and shared dispositive power over the number of shares of the Issuers Common Stock listed below, which represents approximately the listed percentage of the outstanding shares of Common Stock of the Issuer based upon the number of shares outstanding as of June 30, 2004. |
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Sole Power Shares |
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Percentage of Total |
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Fisher Core Holdings L.P. |
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0 |
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0.0 |
% |
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Robert J. Fisher |
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25,213,103 |
* |
2.8 |
% |
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William S. Fisher |
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24,473,736 |
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2.7 |
% |
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John J. Fisher |
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32,398,548 |
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3.6 |
% |
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* including options to buy 22,552 shares |
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Shared Power Shares |
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Percentage of Total |
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Fisher Core Holdings L.P. |
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101,000,000 |
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11.2 |
% |
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Robert J. Fisher |
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123,205,177 |
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13.6 |
% |
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William S. Fisher |
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121,229,161 |
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13.4 |
% |
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John J. Fisher |
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120,581,452 |
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13.4 |
% |
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c) Other than as reported herein, the Reporting Persons have not effected any transactions involving shares of Common Stock of the Issuer during the past 60 days. |
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d) Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the shares of the Issuers Common Stock of the Issuer that are beneficially owned by the Reporting Persons. Donald and Doris Fisher contributed 86,000,000 shares of Common Stock of the Issuer to Fisher Core Holdings L.P. in exchange for their limited partnership interest in Fisher Core Holdings L.P. As limited partners, Donald and Doris Fisher do not have voting or dispositive power over the shares of Common Stock of the Issuer held by Fisher Core Holdings L.P. but have the right to receive distributions relating to their limited partnership interest in Fisher Core Holdings L.P. |
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e) Not Applicable |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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As more fully described in Item 2a) of this Statement, this Statement has been filed to reflect that the Reporting Persons have entered into the LP Agreement. Pursuant to the LP Agreement, any decisions on voting and/or disposition of the shares of Issuers Common Stock held by Fisher Core Holdings L.P. will require a majority vote of the general partners, Robert, William and John Fisher. |
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Other than the LP Agreement and the Joint Filing Agreement, there are as of the date of this Statement, no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities of the Issuer, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the Common Stock of the Issuer to the best knowledge of the Reporting Persons. |
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Item 7. |
Material to Be Filed as Exhibits |
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Exhibit 1 - Fisher Core Holdings L.P. Limited Partnership Agreement, dated August 4, 2004. |
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Exhibit 2 Joint Filing Agreement by and among Robert J. Fisher, William S. Fisher, John J. Fisher and Fisher Core Holdings L.P., dated August 5, 2004. |
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Exhibit 3 Power of Attorney, dated August 5, 2004.
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8
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.
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August 5, 2004 |
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Date |
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Signature |
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Name/Title |
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August 5, 2004 |
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Date |
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Signature |
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Name/Title |
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August 5, 2004 |
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Date |
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Signature |
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Name/Title |
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August 5, 2004 |
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Date |
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Signature |
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Name/Title |
* This Schedule 13D was executed by Jane Spray as Attorney-in-Fact for Fisher Core Holdings L.P., Robert, William and John Fisher pursuant to the Powers of Attorney attached hereto as Exhibit 3.
9
Exhibit 1
FISHER CORE HOLDINGS L.P.
LIMITED PARTNERSHIP AGREEMENT
This Limited Partnership Agreement is entered into effective the 4th day of August, 2004, by and between ROBERT J. FISHER acting in his capacity as trustee of The Robert J. Fisher 2004 Family Trust (the RJF Trust), WILLIAM S. FISHER acting in his capacity as trustee of The William S. Fisher 1998 Family Trust (the WSF Trust) and John J. Fisher, as General Partners, and DONALD G. FISHER and DORIS F. FISHER acting in their capacity as trustees of the DDF Y2K Family Trust (the DDF Trust), as Limited Partner.
The partnership shall maintain such bank or brokerage accounts and other security accounts at such bank or brokerage firms or elsewhere, subject to direction or withdrawal by such persons, as the General Partners may from time to time determine. Funds or securities of the partnership may be deposited in the partnership name or in the name of a nominee, provided adequate books and records shall be kept to enable the partnership and the Partners to identify the partnership assets. The partnership funds not otherwise invested may be invested in short term liquid securities or other cash equivalent assets or held without interest pending investment as the General Partners may from time to time determine.
General Partnership Units: |
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Initial Units |
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RJF Trust |
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5,000 |
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WSF Trust |
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5,000 |
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John J. Fisher |
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5,000 |
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Limited Partnership Units: |
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DDF Trust |
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86,000 |
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2
In addition, if there is a pro-rata distribution or contribution of shares stock of The Gap, Inc. or of the equity ownership in any successor corporation, units shall be cancelled or additional units issued as the General Partners deem appropriate to maintain the same overall relationship of outstanding units and the number of shares of The Gap, Inc. (or such equity ownership) held by the partnership.
Capital accounts shall be maintained for the Partners in accordance with customary accounting practices and the following provisions:
3
Distributions may be made to the Partners from time to time when and as the General Partners deem proper. Distributions shall be made pro rata in accordance with the Partners respective units. Distributions may be made in cash or in kind, or partially in cash and partially in kind, at the discretion of the General Partners. However, the proportion of each distribution that is in cash and the proportion that is in kind shall be the same for all Partners.
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5
The certificate of amendment shall be executed by all General Partners or such lesser number as may be provided for in the certificate of limited partnership and by each General Partner designated in the certificate as a new partner (but need not be executed by a former General Partner stated in the amendment to have ceased to be a General Partner) or as otherwise permitted by law.
6
If the right of the holders of a majority in interest of the percentage interests in the partnership to remove a General Partner for cause is disputed, the dispute shall be determined by arbitration under the arbitration provisions of this Agreement hereinafter set forth. In case of a dispute, no General Partner shall be removed until such time as there is a decision of the arbitrator upholding the right of the holders to remove the General Partner and the General Partner may continue to participate in partnership decisions unless there is a preliminary order of the arbitrator suspending the General Partners right to do so pending resolution of the dispute.
7
The General Partners shall be required to devote only such time to the affairs of the partnership as they shall deem necessary. No General or Limited Partner shall be obliged to refrain from competition with the partnership, but each shall be free to engage in any business activity or transaction for his or her own account or the account of any other person, whether or not in competition with the partnership. The General Partners, acting on behalf of the partnership, are authorized to enter into any transaction with any of the General Partners, or with any other Partner, acting individually, on terms no less favorable to the partnership than those on which a similar transaction would be entered with an independent third party.
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Additional Partners, General or Limited, may be admitted to the partnership only as specifically provided in this Agreement or with the consent of all General Partners.
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If any General Partners capital account has a deficit balance (after giving effect to all contributions, distributions and allocations to the date of the proposed distribution), such General Partner shall contribute to the capital of the partnership the amount necessary to restore such deficit balance to zero, but no Limited Partner shall be liable to restore a deficit balance in his or her capital account.
Each General and Limited Partner hereby makes, constitutes and appoints each General Partner, each successor General Partner, and each trustee of each General Partner or successor General Partner which is a trust, with full power of substitution and resubstitution, his true and lawful attorney-in-fact for him and in his name, place and stead and for his use and benefit, to sign, execute, certify, acknowledge, swear to, file and record: (a) all certificates of limited partnership, fictitious business name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partners may deem necessary or
13
appropriate to be filed by the partnership under the laws of the State of Delaware or any other jurisdiction, or amendments to any thereof; (b) all certificates of cancellation and other instruments which the General Partners may deem necessary or appropriate to effect the dissolution and termination of the partnership pursuant to the terms of this Agreement; and (c) any other instrument which is now or may hereafter be required by law to be filed on behalf of the partnership or is deemed necessary or appropriate by the General Partners to carry out fully the provisions of this Agreement in accordance with its terms.
This power of attorney is a special power of attorney coupled with an interest, is irrevocable, and shall survive the death, disability, legal incapacity, bankruptcy, insolvency, dissolution or cessation of existence of a Limited Partner or the delivery of an assignment by a Limited Partner of the whole or a portion of his or her partnership interest except that, where the assignment is of such Limited Partners entire interest and the assignee is admitted as a substituted Limited Partner, this power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect the substitution.
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IN WITNESS WHEREOF , the parties have executed this Agreement of Limited Partnership as of the day first above set forth.
General Partners: |
Limited Partners: |
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/s/ Robert J. Fisher |
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/s/ Donald G. Fisher |
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Robert J. Fisher, as Trustee of The |
Donald G. Fisher |
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Robert J. Fisher 2004 Family Trust |
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/s/ William S. Fisher |
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/s/ Doris F. Fisher |
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William S. Fisher, |
Doris F. Fisher, |
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as Trustee of The William S. Fisher 1998 |
as Trustees of the DDF Y2K Family Trust |
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Family Trust |
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/s/ John J. Fisher |
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John J. Fisher |
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EXHIBIT A
TO
FISHER CORE HOLDINGS L.P.
LIMITED PARTNERSHIP AGREEMENT
CAPITAL CONTRIBUTIONS
General Partners : |
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RJF Trust |
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5,000,000 Shares The Gap, Inc. |
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WSF Trust |
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5,000,000 Shares The Gap, Inc. |
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John J. Fisher |
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5,000,000 Shares The Gap, Inc. |
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Limited Partners : |
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DDF Trust |
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86,000,000 Shares The Gap, Inc. |
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Exhibit 2
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date with respect to beneficial ownership by the undersigned of the shares of the common stock of The Gap, Inc., a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, and any further amendments to the Statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. In addition, each party to this agreement expressly authorizes each other party to this agreement to file on its behalf any and all amendments to the Statement on Schedule 13D.
The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.
In evidence thereof the undersigned, being duly authorized, hereby execute this agreement in counterpart as of this 5th day of August, 2004.
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Fisher Core Holdings L.P. |
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* |
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For: Fisher Core Holdings L.P. |
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* |
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Robert J. Fisher |
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* |
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William S. Fisher |
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* |
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John J. Fisher |
* This Joint Filing Agreement was executed by Jane Spray as Attorney-in-Fact for Fisher Core Holdings L.P., Robert, William and John Fisher pursuant to the Powers of Attorney attached hereto as Exhibit 3.
Exhibit 3
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Jane Spray, John J. Fisher and Kathryn A. Hall, and each of them, the lawful attorneys-in-fact and agents with full power and authority to execute and file on the undersigneds behalf, both as an individual in his capacity as General Partner of Fisher Core Holdings L.P. and on behalf of Fisher Core Holdings L.P., any and all instruments including Forms 3, 4 and 5, and Schedules 13D and 13G (collectively, the Filings), and any amendments, supplements or successor forms thereto pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), and any rules or regulations or requirements of the Securities and Exchange Commission in connection with the undersigneds reporting obligations pursuant to Section 13(d) of the Exchange Act and Section 16(b) of the Exchange Act.
The authority of Jane Spray, John J. Fisher and Kathryn A. Hall and each of them shall continue until the undersigned is no longer required to file any of the Filings, unless earlier revoked in writing. The undersigned hereby ratifies, confirms and approves in all respects all Filings (including amendments thereto) and actions taken by any of the attorneys-in-fact relating to such Filings.
The undersigned acknowledges that neither of the attorneys-in-fact are assuming any of the undersigneds responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
NAME |
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DATE |
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Fisher Core Holdings L.P. |
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August 5, 2004 |
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/s/ William S. Fisher |
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By: William
S. Fisher
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/s/ William S. Fisher |
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William S. Fisher |
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August 5, 2004 |
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Jane Spray and John J. Fisher, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts, including without limitation, to execute and file on the undersigneds behalf, both as an individual and on behalf of the Fisher Family L.P., any and all instruments including Forms 3, 4 and 5 and Schedules 13D and 13G (collectively, the Filings), and any amendments, supplements or successor forms thereto pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), and any rules or regulations or requirements of the Securities and Exchange Commission in connection with the undersigneds reporting obligations pursuant to Section 13(d) of the Exchange Act and Section 16(b) of the Exchange Act.
The authority of Jane Spray and John J. Fisher and each of them shall continue until the undersigned is no longer required to file any of the Filings, unless earlier revoked in writing.
The undersigned acknowledges that neither of the attorneys-in-fact are assuming any of the undersigneds responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
NAME |
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DATE |
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/s/ Donald G. Fisher |
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Donald G. Fisher |
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December 15, 1998 |
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/s/ Doris F. Fisher |
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Doris F. Fisher |
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December 15, 1998 |
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/s/ John J. Fisher |
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John J. Fisher |
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December 15, 1998 |
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/s/ Robert J. Fisher |
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Robert J. Fisher |
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December 15, 1998 |
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/s/ William S. Fisher |
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William S. Fisher |
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December 15, 1998 |