UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2006
BUNGE LIMITED
(Exact name of registrant as specified in its charter)
Bermuda 001-16625 98-0231912
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
50 Main Street 10606
White Plains, New York (Zip Code)
(Address of principal executive offices)
(914) 684-2800
(Registrant's telephone number, including area code)
N.A.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.03 Material Modifications to Rights of Security Holders
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As described in Bunge Limited's ("Bunge") Current Report on Form 8-K
filed on November 20, 2006, on that date Bunge Limited completed a public
offering of 6,000,000 4.875% cumulative convertible perpetual preference shares,
par value $0.01 and with a liquidation preference of $100 per share (the
"Preference Shares"), pursuant to an underwriting agreement entered into with
Credit Suisse Securities (USA) LLC (the "Underwriter"), dated November 14, 2006.
Pursuant to the underwriting agreement, Bunge granted the Underwriter a 30-day
option to purchase up to 900,000 additional Preference Shares to cover
over-allotments in the offering. As described in Item 8.01 of this Form 8-K, on
November 30, 2006, Bunge issued 900,000 additional Preference Shares in
connection with the exercise in full of the Underwriter's over-allotment option.
Certain material terms of the Preference Shares were summarized in
Item 3.03 of Bunge's Current Report on Form 8-K filed on November 20, 2006 and
more fully described in the Certificate of Designation for the Preference Shares
filed as Exhibit 4.3 to Bunge's Current Report on Form 8-K filed on November 20,
2006 and incorporated by reference herein.
Item 8.01 Other Events
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As described above, on November 30, 2006, Bunge issued 900,000
additional Preference Shares pursuant to the exercise in full by the Underwriter
of its over-allotment option. Bunge received net proceeds of $88.5 million,
after deducting underwriting discounts and commissions, from the sale of the
additional Preference Shares. Bunge intends to use these net proceeds to reduce
certain indebtedness.
A copy of the press release issued in connection with the closing of
the purchase of the additional Preference Shares is attached hereto as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits
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(a) None
(b) None
(c) Exhibits
Exhibit No. Description
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4.3 Certificate of Designation for Preference
Shares (incorporated by reference from
Bunge's Form 8-K filed November 20, 2006)
99.1 Press release, dated November 30, 2006
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: November 30, 2006
BUNGE LIMITED
By: /s/ CARLA L. HEISS
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Name: Carla L. Heiss
Title: Assistant General Counsel
EXHIBITS
Exhibit No. Description
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4.3 Certificate of Designation for Perference Shares
(incorporated by reference from Bunge's Form 8-K
filed November 20, 2006)
99.1 Press release, dated November 30, 2006