This excerpt taken from the GPS DEF 14A filed Apr 16, 2008.
On the last business day of each three-month purchase period, each participating employees payroll deductions are used to purchase shares of common stock for the employee. The price of the shares purchased will be 85% of the stocks market value on the last day of the purchase period. Market value under the ESPP means the closing price of the common stock on the New York Stock Exchange Composite Transactions Index for the day in question. However, during any single year, no employee may purchase under the ESPP more than the lesser of 25,000 shares of common stock or $25,000 based on market value on the applicable enrollment date(s). Shares sold under the ESPP may be newly issued shares or treasury shares. In the event of any stock split or other change in our capital structure, appropriate adjustments will be made in the number, kind and purchase price of the shares available for purchase under the ESPP.
This excerpt taken from the GPS 8-K filed Aug 23, 2007.
To Purchase Shares
SAN FRANCISCO AUGUST 23, 2007 Gap Inc.s board of directors (NYSE: GPS) has authorized an additional $1.5 billion for the companys ongoing share repurchase program, underscoring the companys commitment to return excess cash to shareholders. With todays announcement, the companys repurchase authorizations total $5.75 billion since October of 2004.
In connection with this authorization, Gap Inc. also entered into purchase agreements with individual members of the Fisher family whose ownership represents approximately 17 percent of the companys outstanding shares. Multiple Fisher family members and entities currently own approximately 34 percent of Gap Inc. shares.
The company expects that about $250 million (approximately 17 percent) of the $1.5 billion share repurchase program will be purchased from these Fisher family members. The shares will be purchased each month at the same weighted average market price that the company is paying for share repurchases in the open market. The company notes that the overall percentage of the companys stock held by the Fisher family could fluctuate up or down or remain the same.
Todays announcement reflects Gap Inc.s strong cash generation and ongoing commitment to return excess cash to shareholders, said Byron Pollitt, executive vice president and chief financial officer of Gap Inc. Members of the Fisher family have periodically sold stock since the companys initial public offering in 1976 in the normal course of investor diversification. The Fishers hold three seats on our Board of Directors and remain active in their roles as shareholders and directors in ensuring the company achieves its long-term objectives.
During the second quarter of fiscal year 2007, the company purchased 11 million shares for approximately $200 million, thereby completing a $750 million share repurchase authorization which was announced in August 2006. In total, the company has repurchased about 215 million shares for $4.25 billion since October 2004.