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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 NORTH AMERICA, INC. SAVINGS PLAN
c/o Bunge North America, Inc.
11720 Borman Drive
St. Louis, Missouri 63146
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 NORTH AMERICA, INC. SAVINGS PLAN
TABLE OF CONTENTS
Page
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Independent Auditors' Report 2
Audited Financial Statements:
Statement of Net Assets Available for Benefits at December 31, 2002
and 2001 3
Statement of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 2002 and 2001 4
Notes to Financial Statements 5
Supplemental Schedule (*):
Form 5500, Schedule H, Part IV, Line 4i--Schedule of Assets (Held at End
of Year), December 31, 2002 9
Signature Page 10
Exhibit Index 11
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(*) All other schedules are omitted due to absence of conditions which require
their inclusion.
1
INDEPENDENT AUDITORS' REPORT
Bunge North America, Inc. Savings Plan
We have audited the accompanying financial statements of the Bunge North
America, Inc. Savings Plan (the "Plan") as of December 31, 2002 and 2001, and
the related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002 and 2001, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
Table of Contents is presented for the purpose of additional analysis and is not
a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
Such supplemental schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
April 11, 2003
2
BUNGE NORTH AMERICA, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
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2002 2001
INVESTMENTS--At fair value:
Mutual funds $1,695,076 $1,524,267
Interest in Bunge Limited common shares 18,941 -
---------- ----------
Total investments 1,714,017 1,524,267
---------- ----------
CONTRIBUTIONS RECEIVABLE:
Participants - 39,635
Employer - 7,149
---------- ----------
Total contributions receivable - 46,784
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $1,714,017 $1,571,051
========== ==========
See notes to the financial statements.
3
BUNGE NORTH AMERICA, INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2002 AND 2001
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2002 2001
ADDITIONS TO NET ASSETS:
Dividends and capital gains distribution $ 28,369 $ 25,231
Participants' contributions 518,154 450,851
Employer contributions 45,099 38,049
Rollovers 5,644 1,994
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Total 597,266 516,125
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DEDUCTIONS FROM NET ASSETS:
Net depreciation in value of investments 356,378 302,657
Participants' withdrawals 97,546 104,447
Expenses 376 740
--------- ----------
Total 454,300 407,844
--------- ----------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 142,966 108,281
NET ASSETS AVAILABLE FOR BENEFITS--Beginning of year 1,571,051 1,462,770
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS--End of year $1,714,017 $1,571,051
========== ==========
See notes to the financial statements.
4
BUNGE NORTH AMERICA, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
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1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The Bunge North America, Inc. Savings Plan (the "Plan") was established as
of April 1, 1996. 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, and mutual funds
are stated at fair value. Investment transactions are accounted for on the
trade date. Investment income includes interest and dividends. Interest and
dividend income is recorded when earned. Earnings on investments are
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 and mutual
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 North America, Inc. (the "Company"). The Company's Board of Directors
have appointed certain employees to serve as trustees of the Plan. The Plan
is designed to qualify under Section 401(k) of the Internal Revenue Code.
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, hourly employees whose
terms and conditions of employment are not subject to a collective
bargaining agreement (unless or until participation in the Plan is agreed
to in writing by the employer and the collective bargaining agent), 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").
5
3. CONTRIBUTIONS AND WITHDRAWALS
Effective January 1, 2002, participants may contribute up to 50% of their
base pay on a pre-tax basis. The total amount which a participant could
elect to contribute to the Plan on a pre-tax basis in 2002 could not exceed
$11,000. 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, some participants (all non-union
hourly participants and those union participants whose collective
bargaining agreements have been so amended) could contribute an amount from
1 to 15% of their base pay on a pre-tax basis. Participants also had the
option to contribute on a post-tax basis up to 4% of their base pay. Prior
to April 1, 2001, all participants were allowed to contribute an amount
from 1 to 6% of their base pay 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 employer matches non-union hourly participants and union employees,
where negotiated in writing, an amount equal to 25% of each such
participant's pretax contributions, not to exceed 6% of the participant's
compensation for each pay period the participant makes pretax
contributions, not to exceed $520 for the plan years ended December 31,
2002 and 2001.
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 Company (with less than five years of
continuous service) for any reason other than normal retirement, permanent
disability, death or the termination of the Plan. 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 the
investment of their contributions. Employer matching contributions are
initially allocated to participants based upon the current contribution
allocation among investment alternatives elected by the participants.
Thereafter, employer contributions may be allocated by the participant
among all investment alternatives.
Participants may not withdraw pre-tax contributions except as provided for
hardship withdrawals or age 59 1/2 withdrawls permitted by the Plan.
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 or 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.
6
5. TAX STATUS
The Internal Revenue Service has determined and informed the Plan
administrator by a letter, dated January 22, 1999, that the Plan and
related trust are designed in accordance with applicable sections of the
Internal Revenue Code ("IRC"). The Plan has been amended subsequent to the
applicable date of that letter. The Company filed an application for
determination with the IRS on February 13, 2002 and the application is
still pending. The Plan administrator and the Plan's tax counsel believe
that the Plan is designed and is currently being operated 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 administrative fees are paid by the Company.
7. INVESTMENTS
The following investments represent five percent or more of net assets
available for benefits at December 31, 2002 and 2001:
2002 2001
Putnam New Opportunities Fund $596,692 $622,942
Vanguard Institutional Index Fund 508,809 522,801
PIMCO Total Return Fund 263,398 188,826
Putnam Money Market Fund 261,969 162,187
The net appreciation (depreciation) in fair value, including realized gains
and losses, for each class of investments as presented on the statement of
net assets available for benefits for the years ended December 31, 2002 and
2001 is as follows:
2002 2001
Mutual funds $(358,115) $(238,868)
Common or collective trust fund - (63,789)
Bunge Limited common shares (1) 1,737 -
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Net depreciation in value of investments $(356,378) $(302,657)
========= =========
(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. At December 31, 2002, the Plan
held 787 shares of Bunge Limited. During 2002, the Plan recorded
dividend income of $128 and net appreciation in fair value of
$1,737 from Bunge Limited common shares.
7
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500 for 2001:
2001
Net assets available for benefits per the financial statements $1,571,051
Less:
Participant contribution receivable at December 31, 2001 39,635
Employer contribution receivable at December 31, 2001 7,149
----------
Net assets available for benefits per the Form 5500 $1,524,267
==========
The following is a reconciliation of contributions per the financial
statements to the Form 5500:
2002 2001
Employer contributions per the financial statements $ 45,099 $ 38,049
Less: Employer contribution receivable at December 31, 2001 - 7,149
Plus: Employer contribution receivable at December 31, 2001 7,149 -
--------- --------
Employer contributions per the Form 5500 $ 52,248 $ 30,900
========= =========
Participant contributions per the financial statements $518,154 $450,851
Less: Participant contribution receivable at December 31, 2001 - 39,635
Plus: Participant contribution receivable at December 31, 2001 39,635 -
--------- --------
Participant contributions per the Form 5500 $557,789 $411,216
======== ========
8
BUNGE NORTH AMERICA, INC. SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i--
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
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NUMBER MARKET
DESCRIPTION OF SHARES VALUE
INTEREST IN MUTUAL FUNDS:
Equity Growth Fund:
Putnam New Opportunities Fund 20,988 $ 596,692
Putnam Investors Fund 5,053 44,467
Legg Mason Value Fund 429 18,518
American Funds New Perspective Fund 43 781
Oppenheimer Capital Appreciation Fund 15 442
S&P 500 Equity Fund:
Vanguard Institutional Index Fund 6,325 508,809
Bond Fund:
PIMCO Total Return Fund 24,686 263,398
Money Market Fund:
Putnam Money Market Fund 261,969 261,969
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Total interest in mutual funds 1,695,076
*INTEREST IN COMMON SHARES--Bunge Limited 787 18,941
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Total investments $1,714,017
==========
* Party-in-interest
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees of the Bunge North America, Inc. Savings Plan have duly caused this
Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BUNGE NORTH AMERICA, INC. SAVINGS PLAN
Date: June 30, 2003 By: /s/ Michael M. Scharf
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Name: Michael M. Scharf
Title: Plan Trustee
10
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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23.1 Independent Auditors' Consent
99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted By
Section 906 of the Sarbanes-Oxley Act of 2002
11