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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the transition period from to
COMMISSION FILE NUMBER: 1-16625
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
BUNGE MANAGEMENT SERVICES INC. SAVINGS PLAN
c/o Bunge Management Services Inc.
50 Main Street
White Plains, New York 10606
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Bunge Limited
50 Main Street
White Plains, NY 10606
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BUNGE MANAGEMENT SERVICES INC. SAVINGS PLAN
TABLE OF CONTENTS
Page
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Financial Statements:
Statement of Net Assets Available for Benefits at December 31, 2002
and 2001 2
Statement of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 2002 and 2001 3
Notes to Financial Statements 4
Supplemental Schedule (*):
Schedule of Assets Held for Investment Purposes, December 31, 2002 7
Signature Page 8
Exhibit Index 9
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(*) All other schedules are omitted due to absence of conditions which require
their inclusion.
1
BUNGE MANAGEMENT SERVICES INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (UNAUDITED)
DECEMBER 31, 2002 AND 2001
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2002 2001
INVESTMENTS:
Interest in registered investment company mutual funds $ 1,103,697 $ 662,225
Interest in money market fund 138,328 75,676
Interest in Bunge Limited common shares 68,736 -
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Total investments 1,310,761 737,901
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CONTRIBUTIONS RECEIVABLE:
Participants
Employer Group 146,509 -
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Total contributions receivable 146,509 -
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NET ASSETS AVAILABLE FOR BENEFITS $ 1,457,270 $ 737,901
============ ============
See notes to the financial statements.
2
BUNGE MANAGEMENT SERVICES INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (UNAUDITED)
YEARS ENDED DECEMBER 31, 2002 AND 2001
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2002 2001
ADDITIONS TO NET ASSETS:
Investment income--interest and dividends $ 17,532 $ 7,925
Contributions:
Employer Group 326,328 88,913
Participant 605,215 395,100
Rollovers 4,296 12,241
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Total 953,371 504,197
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DEDUCTIONS FROM NET ASSETS:
Net deprciation in value of investments 216,351 82,331
Participants' withdrawals 17,589 6,845
Expenses 62 138
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Total 234,002 89,314
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DECREASE IN NET ASSETS AVAILABLE FOR BENEFITS 719,369 414,865
NET ASSETS AVAILABLE FOR BENEFITS--Beginning of year 737,901 323,036
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NET ASSETS AVAILABLE FOR BENEFITS--End of year $ 1,457,270 $ 737,901
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See notes to the financial statements.
3
BUNGE MANAGEMENT SERVICES INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
YEARS ENDED DECEMBER 31, 2002 AND 2001
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1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The Bunge Management Services Inc. Savings Plan (the "Plan"), was
established as of January 1, 1999; the Plan has subsequently been amended.
Significant accounting policies followed by the Plan are as follows.
BASIS OF ACCOUNTING--The financial statements of the Plan have been
prepared in conformity with the accrual basis of accounting.
INVESTMENTS--Investments in Bunge Limited common shares, registered
investment company mutual funds and money market funds are stated at fair
value as reported by the funds. Investment transactions are accounted for
on the trade date. Investment income includes interest and dividends.
Interest and dividend income is recorded when earned. Investment income is
allocated to participants based on account balances.
USE OF ESTIMATES--The preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities at the date of the
financial statements and during the reported period. Actual results could
differ from those estimates.
The Plan invests in various securities including common stock, mutual funds
and money market funds. Investment securities, in general, are exposed to
various risks, such as interest rate, credit, and overall market
volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes
could materially affect the amounts reported in the statements of net
assets available for plan benefits.
2. PLAN DESCRIPTION
The Plan is a defined contribution plan and is administered by the Savings
Plan Committee (the "Committee") appointed by the Board of Directors of
Bunge Management Services Inc. (the "Company"). Certain employees (the
"Committee") have been appointed by the Company's Board of Directors to
serve as trustees of the Plan. The following descriptions of Plan terms
provide only general information. Participants should refer to the Plan
agreement for more complete descriptions of the Plan's provisions. All
regular full-time, salaried employees (except non-clerical and
non-administrative employees) are immediately eligible to participate in
the Plan. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
3. CONTRIBUTIONS AND WITHDRAWALS
Effective January 1, 2002, participants may contribute up to 50% of their
base salary on a pre-tax basis. Participants also have the option to
contribute on a post-tax basis up to 4% of their base salary. The total
amount which a participant could elect to contribute to the Plan on a
pre-tax basis in 2002 could not
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exceed $11,000. However, if a participant reached age 50 by December 31,
2002 they were able to contribute an additional $1,000 "catch up"
contribution to the Plan on a pre-tax basis.
From April 1, 2001 to December 31, 2001, participants could contribute an
amount from 1 to 15% of their base salary on a pre-tax basis. Participants
also had the option to contribute on a post-tax basis up to 4% of their
base salary. Prior to April 1, 2001, participants were allowed to
contribute an amount from 1 to 6% of their base salary on a pre-tax basis.
The post-tax contribution options have not changed. The contribution
amounts and allocation between pre-tax and post-tax basis of participants
are subject to Internal Revenue Service discrimination tests. The
participants' contributions, plus any earnings thereon, vest immediately.
Monthly matching contributions are made by the Company and a participating
employer (the "Employer Group") at the rate of 25% of employee pre-tax
contributions up to a maximum of six percent of eligible salary. In
addition, the Employer Group may make an additional annual contribution to
the Plan, as determined solely by the Board of Directors of the Company
under the terms of the Plan. The Employer Group is not under any obligation
to make this additional annual contribution to the Plan.
Although such matching contributions are credited to individual
participants' accounts, they will not be fully vested until a participant
is credited with five or more years of continuous service and will be
forfeited if participants leave the Employer Group (with less than five
years of continuous service) for any reason other than normal or deferred
retirement, permanent disability, or death. Any such forfeited amounts are
redistributed to continuing participants in the manner specified in the
Plan.
Upon entry into the Plan, participants have investment alternatives for
investing their contributions. Employer Group matching contributions are
initially allocated to participants based upon the current contribution
allocation among investment alternatives elected by the participants.
Thereafter, Employer Group contributions may be allocated by the
participant among all investment alternatives.
Participants may withdraw their post-tax contributions plus earnings and
vested Employer Group contributions plus earnings. Vested Employer Group
contributions plus earnings may only be withdrawn after all participant
post-tax contributions plus earnings have been withdrawn.
Following normal retirement, participants must withdraw their entire
account balances by lump sum or any other form of payment which is allowed
by the Plan.
Effective April 1, 2001, the Plan was amended to allow participants the
option of making qualified, as defined by the Plan document and the
Internal Revenue Code ("IRC"), rollover contributions into the Plan.
4. PLAN TERMINATION
The Company expects and intends to continue the Plan indefinitely but
reserves the right to discontinue its contributions at any time and to
terminate the Plan at any time subject to the provisions of ERISA. Should
the Plan be terminated, participants will become 100 percent vested in
their employer contributions.
5. TAX STATUS
The Internal Revenue Service has determined and informed the Plan
administrator by a letter, dated January 6, 2000, that the Plan and
related trust are designed in accordance with applicable sections of the
IRC. The Plan has been amended subsequent to the applicable date of that
letter. The Plan administrator and the Plan's tax counsel believe that the
Plan is designed and is currently being operated
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in compliance with the applicable requirements of the IRC. Accordingly, no
provision for income taxes has been recorded in the financial statements.
6. RELATED PARTY TRANSACTIONS
Personnel and facilities of the Company have been used by the Plan for its
accounting and other activities at no charge to the Plan. Expenses incurred
in connection with professional fees and investment transactions are paid
by the Plan.
7. INVESTMENTS
The following investments represent more than five percent of net assets
available for benefits at December 31, 2002 and 2001:
2002 2001
Legg Mason Value Institutional Portfolio Fund $ 138,446 $ 74,708
Vanguard Institutional Index Fund 396,006 231,350
Putnam New Opportunities Fund 288,453 228,649
PIMCO Total Return Fund 179,248 62,337
Putnam Money Market Fund 138,328 75,676
Putnam Investors Fund 94,335 65,181
The net appreciation (depreciation) in fair value, including realized gains
and losses, for each class of investments as presented on the statements of
net assets available for benefits for the years ended December 31, 2002 and
2001 is as follows:
2002 2001
Registered investment company mutual funds $ 210,967 $ 82,331
Bunge Limited common shares (1) 5,384 -
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Net depreciation in value of investments $ 216,351 $ 82,331
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(1) Beginning in January 2002, the Plan allowed for participants to
invest in Bunge Limited common shares. Bunge Limited is the parent
company of the sponsoring Employer Group. At December 31, 2002,
the Plan held 2,857 shares of Bunge Limited. During 2002, the Plan
recorded dividend income of $487 and net appreciation in fair
value of $5,384 from Bunge Limited common shares.
8. DISCRETIONARY CONTRIBUTION
As discussed in Note 3, the Company has the option to make an additional
contribution to the Plan. In February 2003, the Company approved an
additional discretionary contribution of 30% of the contributions of each
participant up to 6% of their pre-tax salary. This additional contribution
results in the Company matching 55% of the participant's contributions, up
to 6% of the participant's pre-tax salary, made in 2002. The discretionary
contribution of $146,509 has been recorded as an employer group
contribution receivable by the Plan. A discretionary contribution of
$55,283 was made for the 2001 plan year.
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BUNGE MANAGEMENT SERVICES INC. SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (UNAUDITED)
DECEMBER 31, 2002
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NUMBER MARKET
OF SHARES VALUE
DESCRIPTION
EQUITY GROWTH FUND--Interest in registered investment
company mutual funds:
Putnam New Opportunities Fund 10,146 $ 288,453
Putnam Investors Fund 10,720 94,335
Legg Mason Value Fund 3,209 138,446
Oppenheimer Capital Appreciation Fund 236 7,064
Wellington Trust Co. CIF US Core Equity 24 145
S&P 500 EQUITY FUND--Interest in registered investment
company mutual fund--Vanguard Institutional Index Fund 4,922 396,006
BOND FUND--Interest in registered investment company
mutual fund--PIMCO Total Return Fund 16,799 179,248
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Total interest in registered investment company
mutual funds 1,103,697
MONEY MARKET FUND--Interest in Putnam Money Market Fund 138,328 138,328
*INTEREST IN COMMON SHARES--Bunge Limited 2,857 68,736
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Total investments $ 1,310,761
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* Party-in-interest
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees of the Bunge Management Services Inc. Savings Plan have duly caused
this Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BUNGE MANAGEMENT SERVICES INC. SAVINGS PLAN
Date: June 30, 2003 By: /s/ T.K. Chopra
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Name: T.K. Chopra
Title: Plan Trustee
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted By
Section 906 of the Sarbanes-Oxley Act of 2002
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