FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
May 2, 2003
Commission File Number 001-16625
BUNGE LIMITED
(Translation of registrant's name into English)
50 Main Street
White Plains, New York 10606
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): _______
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): _______
Indicate by check mark whether by furnishing the information contained
in this Form the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant with Rule 12g3-2(b): 82-______
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
In the fourth quarter of 2002, we acquired 97.38% of the outstanding
shares in Cereol S.A. from Edison S.p.A. and Cereol's public shareholders for a
total of (euro)799.9 million in cash (net of cash of Cereol acquired of (euro)95
million). Cereol is engaged in the processing of oilseeds and the production of
edible oils and soy ingredients in Europe and North America. Cereol's results of
operations have been included in our consolidated financial statements since
October 1, 2002. We financed the Cereol acquisition with available cash and
borrowings. See our annual report on Form 20-F for the year ended December 31,
2002 for more detail on the Cereol acquisition.
In April 2003, we acquired the remaining outstanding shares of Cereol
we did not already own for (euro)21.5 million in cash. The unaudited pro forma
consolidated financial information presented below does not take into account
the acquisition of the remaining Cereol shares in April 2003.
The cost to acquire Cereol has been preliminarily allocated to the
assets acquired and liabilities assumed, according to estimated fair values. The
preliminary allocation can be found in Note 2 to our consolidated financial
statements contained in our annual report on Form 20-F for the year ended
December 31, 2002. The preliminary allocation is subject to adjustment as we are
in the process of obtaining third-party valuations of property, plant and
equipment, intangible assets and investments as well as completing the
integration of the acquisition. The acquisition is being accounted for using the
purchase method under Statement of Financial Accounting Standards No. 141,
Business Combinations.
The unaudited pro forma consolidated financial information below
consists of a pro forma consolidated statement of income for the year ended
December 31, 2002, which gives effect to the Cereol acquisition as if it had
been consummated as of January 1, 2002. No pro forma consolidated balance sheet
is presented as Cereol's results are reflected in our consolidated balance sheet
as of December 31, 2002 contained in our annual report on Form 20-F for the year
ended December 31, 2002.
The unaudited pro forma consolidated financial information presented
below does not purport to represent what our consolidated results of operations
actually would have been if these transactions had occurred as of the dates
indicated or what our results will be for any future periods. The unaudited pro
forma consolidated financial information should be read in conjunction with, and
is qualified in its entirety by reference to, the following information
contained in our annual report on Form 20-F for the year ended December 31,
2002:
o our audited consolidated financial statements;
o Cereol's French GAAP audited consolidated financial statements;
o the audited reconciliation of Cereol's French GAAP net income,
total assets and shareholders' equity to U.S. GAAP; and
o "Item 5. Operating and Financial Review and Prospects."
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 2002
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Bunge Pro Forma Pro Forma
Limited(a) Cereol(b) Adjustments Consolidated
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(US$ in millions, except per share data)
Net sales............................................ $ 14,074 $ 3,164 $ - $ 17,238
Cost of goods sold................................... 12,743 2,784 - 15,527
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Gross profit......................................... 1,331 380 - 1,711
Selling, general and administrative expenses......... 592 252 - 844
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Income from operations............................... 739 128 - 867
Non-operating income (expense) - net................. (255) (23) (41)(c) (319)
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Income from operations before income tax and
minority interest................................. 484 105 (41) 548
Income tax (expense)................................. (104) (37) 14 (d) (127)
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Income from continuing operations before minority
interest.......................................... 380 68 (27) 421
Minority interest.................................... (102) 1 (1)(e) (102)
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Income before cumulative effect of change in
accounting principles............................. $ 278 $ 69 $ (28) $ 319
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Earnings per common share-basic:
Income from continuing operations................. $ 2.90 $ 3.33
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Earnings per common share-diluted:
Income from continuing operations................. $ 2.88 $ 3.30
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Weighted average number of common shares outstanding:
Basic............................................. 95,895,338 95,895,338
Diluted........................................... 96,649,129 96,649,129
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION:
(a) Bunge's income statement amounts were derived from our audited
consolidated financial statements for the year ended December 31, 2002
contained in our annual report on Form 20-F for the year ended December
31, 2002.
(b) Cereol's income statement amounts were derived from its French GAAP
audited consolidated financial statements for the nine months ended
September 30, 2002 contained in our annual report on Form 20-F for the
year ended December 31, 2002, adjusted for the U.S. GAAP adjustments to
net income identified in the notes to the financial statements. The
figures also reflect statement of income classification differences
between French GAAP and U.S. GAAP. Amounts have been translated from
Euros to U.S. dollars at period average rates for 2002 which, for the
nine months ended September 30, 2002, resulted in an average rate of
1 Euro = 0.93 U.S. dollars.
(c) Adjustment represents the interest expense on the debt borrowed to
finance the acquisition, as if the debt were borrowed on January 1, 2002.
This interest expense was determined on the stated interest rate on debt
of $833 million used to finance this acquisition.
(d) Adjustment represents the tax effect, calculated using the statutory rate
of 35% in effect during the period, of the interest expense adjustment
discussed in (c) above.
(e) Adjustment represents the recording of the 2.62% minority interest in
Cereol that we had not acquired as of December 31, 2002 in the earnings
of Cereol for the nine months ended September 30, 2002.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: May 2, 2003 BUNGE LIMITED
By: /s/ William M. Wells
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William M. Wells
Chief Financial Officer