Registration No. 33-
--------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COCA-COLA ENTERPRISES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 58-0503352
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313
(Address of principal executive offices, including Zip Code)
AGREEMENT DATED AS OF APRIL 9, 1992
BY AND BETWEEN COCA-COLA ENTERPRISES INC.
AND L. PHILLIP HUMANN
(Full title of the Plan)
Lowry F. Kline, Esq.
General Counsel
Coca-Cola Enterprises Inc.
One Coca-Cola Plaza, N.W.
Atlanta, GA 30313
(Name and address of agent for service)
(404) 676-2100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share price fee
------------- ------------- ---------- --------- -----------
Coca-Cola 1,500 $16.50 $24,750.00 $100(1)
Enterprises shares
Inc. Common
Stock, $1.00
par value
(1) The minimum fee pursuant to Section 6(b) of the Securities Act
of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the
Commission are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K filed pursuant to
Section 13 of the Securities Exchange Act of 1934 for its fiscal year ended
December 31, 1993;
(b) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31,
1993;
(c) the description of the Registrant's common stock to be
offered hereby which is contained in the registration statement on Form 8-A
filed under Section 12 of the Securities Exchange Act of 1934, which was
declared effective on November 21, 1986, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
filing of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold, or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated hereby by reference and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Sixth of the Registrant's Restated Certificate of
Incorporation provides for the elimination of personal monetary liabilities
of directors of the Registrant for breaches of certain of their fiduciary
duties to the full extent permitted by Section 102(b)(7) of the General
Corporation Law of Delaware (the "GCL"). Section 102(b)(7) of the GCL
enables a corporation in its certificate of incorporation to eliminate or
limit the personal liability of members of its board of directors to the
corporation or its shareholders for monetary damages for violations of a
director's fiduciary duty of care. Such a provision has no effect on the
availability of equitable remedies, such as an injunction or rescission, for
breach of fiduciary duty. In addition, no such provision may eliminate or
limit the liability of a director for breaching his duty of loyalty, failing
to act in good faith, engaging in intentional misconduct or knowingly
violating the law, paying an unlawful dividend or approving an illegal stock
repurchase, or obtaining an improper personal benefit.
<PAGE>
Article Eleventh of the Registrant's Restated Certificate of
Incorporation provides for indemnification of directors and officers to the
extent permitted by the GCL. Section 145 of the GCL provides for
indemnification of directors and officers from and against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
reasonably incurred by them in connection with any civil, criminal,
administrative or investigative claim or proceeding (including civil actions
brought as derivative actions by or in the right of the corporation but only
to the extent of expenses reasonably incurred in defending or settling such
action) in which they may become involved by reason of being a director or
officer of the corporation. The section permits indemnification if the
director or officer acted in good faith in a manner which he reasonably
believed to be in or not opposed to the best interest of the corporation
and, in addition, in criminal actions, if he had reasonable cause to believe
his conduct to be lawful. If, in an action brought by or in the right of
the corporation, the director or officer is adjudged to be liable for
negligence or misconduct in the performance of his duty, he will only be
entitled to such indemnity as the court finds to be proper. Persons who are
successful in defense of any claim against them are entitled to
indemnification as of right against expenses reasonably incurred in
connection therewith. In all other cases, indemnification shall be made
(unless otherwise ordered by a court) only if the board of directors, acting
by a majority vote of a quorum of disinterested directors, independent legal
counsel or holders of a majority of the shares entitled to vote determines
that the applicable standard of conduct has been met. Section 145 provides
such indemnity for persons who, at the request of the corporation, act as
directors, officers, employees or agents of other corporations, partnerships
or other enterprises.
The Registrant maintains directors and officers liability
insurance which insures against liabilities that directors or officers of
the Registrant may incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMS.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of Coca-Cola
Enterprises Inc., as amended on April 15, 1992, incorporated by reference to
Exhibit 28.2 to the Registrant's Quarterly Report on Form 10-Q as filed May
11, 1992.
4.2 Bylaws of Coca-Cola Enterprises Inc., as amended through
February 18, 1992, incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1991.
4.3 Agreement dated as of April 9, 1992 by and between Coca-Cola
Enterprises Inc. and L. Phillip Humann.
23 Consent of Ernst & Young.
25 Powers of Attorney and Resolution of the Board of Directors.
<PAGE>
An opinion of counsel is not being filed, because the securities
being registered are not original issuance securities.
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE>
C. Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Coca-Cola Enterprises Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Atlanta, State of Georgia, on the 19th day of July, 1994.
COCA-COLA ENTERPRISES INC.
(Registrant)
S. K. JOHNSTON, JR.
By:------------------------
S. K. Johnston, Jr.
Vice Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed by the following persons in the capacities and on the
dates indicated.
S.K. JOHNSTON, JR.
----------------------- Vice Chairman, Chief JULY 19, 1994
(S.K. Johnston, Jr.) Executive Officer
and a Director
(principal executive
officer)
JOHN R. ALM
----------------------- Senior Vice JULY 19, 1994
(John R. Alm) President and Chief
Financial Officer
(principal financial
officer)
BERNICE H. WINTER
----------------------- Vice President and JULY 19, 1994
(Bernice H. Winter) Controller
(principal
accounting officer)
HOWARD G. BUFFETT* Director JULY 19, 1994
(Howard G. Buffett)
JOHN L. CLENDENIN* Director JULY 19, 1994
(John L. Clendenin)
JOHNNETTA B. COLE* Director JULY 19, 1994
(Johnnetta B. Cole)
T. MARSHALL HAHN, JR.* Director JULY 19, 1994
(T. Marshall Hahn, Jr.)
CLAUS M. HALLE* Director JULY 19, 1994
(Claus M. Halle)
L. PHILLIP HUMANN* Director JULY 19, 1994
(L. Phillip Humann)
M. DOUGLAS IVESTER* Director JULY 19, 1994
(M. Douglas Ivester)
<PAGE>
E. NEVILLE ISDELL* Director JULY 19, 1994
(E. Neville Isdell)
JOHN E. JACOB* Director JULY 19, 1994
(John E. Jacob)
ROBERT A. KELLER* Director JULY 19, 1994
(Robert A. Keller)
S.L. PROBASCO, JR.* Director JULY 19, 1994
(S.L. Probasco, Jr.)
HENRY A. SCHIMBERG* Director JULY 19, 1994
(Henry A. Schimberg)
FRANCIS A. TARKENTON* Director JULY 19, 1994
(Francis A. Tarkenton)
LOWRY F. KLINE
*By:--------------------
Lowry F. Kline
Attorney-in-Fact<PAGE>
EXHIBIT 4.3
STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered into as of the 9th day of
April, 1992, by and between Coca-Cola Enterprises Inc., a
Delaware corporation with its principal place of business in
Atlanta, Georgia (the "Corporation"), and L. Phillip Humann, a
resident of Atlanta, Georgia ("Optionee"),
W I T N E S S E T H:
WHEREAS, the shareholders of the Corporation, at their
annual meeting held October 29, 1986, and the Board of Directors
of the Corporation by written consent dated October 25, 1986,
have authorized the grant of certain special stock options with
respect to the Common Stock, $1.00 par value (the "Common
Stock"), of the Corporation, to certain of the directors of the
Corporation in connection with their valuable services to be
rendered to the Corporation in such capacity; and
WHEREAS, L. Phillip Humann was elected on at the Annual
Meeting of Share Owners held on April 8, 1992 as a member of the
Board of Directors of the Corporation and the Board of Directors,
at its meeting held April 9, 1992 has approved the award of
similar options to Mr. Humann;
NOW, THEREFORE, in consideration of the premises and of the
terms and conditions hereinafter set forth, the undersigned agree
as follows:
1. The Corporation hereby grants to the Optionee, and the
Optionee hereby accepts, an option effective this date to
purchase 1,500 shares of the Common Stock (the "Option") at an
option price of $16.50 per share, being the offering price of the
Common Stock as set forth in the Corporation's Prospectus of
November 21, 1986.
2. The Option shall expire on the date which is ten years
plus one day after the date hereof.
3. The Option may be exercised at any time and from time
to time during the period from the date the Option is granted to
the date of the expiration of the Option, provided:
(a) No portion of the Option may be exercised for a
period of sixty (60) days after the date hereof, except as
hereinafter provided.
(b) During the life of the Optionee the rights granted
the Optionee hereunder are non-transferable and may be
exercised only by the Optionee. The Option shall not
<PAGE>
betransferable other than by will or by the laws of descent
and distribution.
(c) Except as set forth in Paragraph 3(d), in the
event the Optionee's service on the Board of Directors shall
be terminated for any reason, except death or disability,
the right of the Optionee to exercise the Option shall
terminate upon the earlier of (i) the expiration of six (6)
months from the date of such termination or (ii) the date of
the termination of the Option.
(d) In the event of the termination of the Optionee's
service on the Board of Directors on account of death or
disability, the right of the Optionee or the executor or
administrator of the Optionee's estate or a transferee of
the Option by will or by laws of descent and distribution to
exercise the Option shall terminate upon the earlier of the
expiration of twelve (12) months from the date of such
termination of service or upon the termination of the
Option.
(e) The Optionee shall make payment of the option
price in cash to the Corporation in full at the time the
option or any portion thereof is exercised. The date of
exercise shall be deemed to be the date such payment is
received by the Corporation.
4. In the event of any increase in the number of issued
shares of the Common Stock by reason of stock dividends or stock
splits, the total number of shares covered in the Option, or any
unexercised portion thereof if less than the total number of
shares optioned, shall be increased, and the price per share
shall be decreased, in proportion to such increase in issued
shares. The Corporation, in its discretion, shall make this
adjustment.
5. The Option is not granted in accordance with or
pursuant to any other outstanding stock option plan of the
Corporation.
6. When the transfer of the Common Stock covered by the
Option may in the opinion of the Corporation conflict or be
inconsistent with any applicable law or regulation of any
governmental agency having jurisdiction, the Corporation reserves
the right to refuse to transfer such Common Stock, and shall
return any tendered option price therefor.
7. The Corporation agrees, as promptly as practicable
after the exercise of the Option or any portion thereof by the
Optionee, to cause to be filed a registration statement, or an
amendment to the Corporation's Registration Statement No. 33-
18495, under the Securities Act of 1933 pursuant to which the
2<PAGE>
Optionee will be able to resell such shares and further, the
Corporation shall cause such registration statement to remain
effective for at least a three year period after such exercise.
IN WITNESS WHEREOF, the Corporation has caused this Agree-
ment to be executed by its duly authorized officer and the
Optionee has accepted the Option, subject to the terms and
conditions hereinabove set forth, all as of the date first above
written.
COCA-COLA ENTERPRISES INC. OPTIONEE
LOWRY F. KLINE L. PHILLIP HUMANN
By:------------------------ -----------------------
L. Phillip Humann
Title: GENERAL COUNSEL
---------------------
3<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to Coca-Cola Enterprises Inc. Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and
L. Phillip Humann of our report dated January 31, 1994, with respect to the
consolidated financial statements and schedules of Coca-Cola Enterprises
Inc. included in Coca-Cola Enterprises Inc.'s Annual Report (Form 10-K)
for the year ended December 31, 1993, filed with the Securities and
Exchange Commission
ERNST & YOUNG
Atlanta, Georgia
July 29, 1994
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, FRANCIS A. TARKENTON, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
FRANCIS A. TARKENTON
--------------------------------
Francis A. Tarkenton, Director
Coca-Cola Enterprises Inc
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HOWARD G. BUFFETT, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
HOWARD G. BUFFETT
------------------------------------
Howard G. Buffett, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, L. PHILLIP HUMANN, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
L. PHILLIP HUMANN
------------------------------------
L. Phillip Humann, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHNNETTA B. COLE, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
JOHNNETTA B. COLE
------------------------------------
Johnnetta B. Cole, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, T. MARSHALL HAHN, JR., a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
T. MARSHALL HAHN, JR.
------------------------------------
T. Marshall Hahn, Jr., Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, CLAUS M. HALLE, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
CLAUS M. HALLE
------------------------------------
Claus M. Halle, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, L. PHILLIP HUMANN, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
L. PHILLIP HUMANN
------------------------------------
L. Phillip Humann, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, M. DOUGLAS IVESTER, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ----- day of
July, 1994.
M. DOUGLAS IVESTER
------------------------------------
M. Douglas Ivester, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, E. NEVILLE ISDELL, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
E. NEVILLE ISDELL
------------------------------------
E. Neville Isdell, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, L. PHILLIP HUMANN, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
L. PHILLIP HUMANN
------------------------------------
L. Phillip Humann, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN E. JACOB, a Director
of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
JOHN E. JACOB
------------------------------------
John E. Jacob, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, ROBERT A. KELLER, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
ROBERT A. KELLER
------------------------------------
Robert A. Keller, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, S.L. PROBASCO, JR., a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
S.L. PROBASCO, JR.
------------------------------------
S.L. Probasco, Jr., Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HENRY A. SCHIMBERG, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of
the Company, John R. Alm, Senior Vice President and Chief Financial Officer
of the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my
behalf registration statements on Form S-8 in connection with the issuance
of securities of the Company pursuant to the terms of each of the following
agreements of the Company: Agreement dated as of December 18, 1990 by and
between Coca-Cola Enterprises Inc. and Johnnetta B. Cole and Agreement
dated as of April 9, 1992 by and between Coca-Cola Enterprises Inc. and L.
Phillip Humann, or any amendment or supplement thereto, and causing such
agreements or any such amendment or supplement to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
July, 1994.
HENRY A. SCHIMBERG
------------------------------------
Henry A. Schimberg, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, SUMMERFIELD K. JOHNSTON,
JR., Vice Chairman, Chief Executive Officer and a Director of Coca-Cola
Enterprises Inc. (the "Company"), do hereby appoint John R. Alm, Senior
Vice President and Chief Financial Officer of the Company, Lowry F. Kline,
General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the
Company, or any one of them, my true and lawful attorney for me and in my
name for the purpose of executing on my behalf registration statements on
Form S-8 in connection with the issuance of securities of the Company
pursuant to the terms of each of the following agreements of the Company:
Agreement dated as of December 18, 1990 by and between Coca-Cola
Enterprises Inc. and Johnnetta B. Cole and Agreement dated as of April 9,
1992 by and between Coca-Cola Enterprises Inc. and L. Phillip Humann, or
any amendment or supplement thereto, and causing such agreements or any
such amendment or supplement to be filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this19th day of
July, 1994.
SUMMERFIELD K. JOHNSTON, JR.
------------------------------------
Summerfield K. Johnston, Jr.,
Vice Chairman, Chief Executive
Officer and a Director,
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN R. ALM, Senior Vice
President and Chief Financial Officer of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr., Vice Chairman
and Chief Executive Officer of the Company, Lowry F. Kline, General Counsel
of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any
one of them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant to the
terms of each of the following agreements of the Company: Agreement dated
as of December 18, 1990 by and between Coca-Cola Enterprises Inc. and
Johnnetta B. Cole and Agreement dated as of April 9, 1992 by and between
Coca-Cola Enterprises Inc. and L. Phillip Humann, or any amendment or
supplement thereto, and causing such agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this19th day of
July, 1994.
JOHN R. ALM
------------------------------------
John R. Alm, Senior Vice President
and Chief Financial Officer,
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, BERNICE H. WINTER, Vice
President and Controller of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Vice Chairman and Chief
Executive Officer of the Company, Lowry F. Kline, General Counsel of the
Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of
them, my true and lawful attorney for me and in my name for the purpose of
executing on my behalf registration statements on Form S-8 in connection
with the issuance of securities of the Company pursuant to the terms of
each of the following agreements of the Company: Agreement dated as of
December 18, 1990 by and between Coca-Cola Enterprises Inc. and Johnnetta
B. Cole and Agreement dated as of April 9, 1992 by and between Coca-Cola
Enterprises Inc. and L. Phillip Humann, or any amendment or supplement
thereto, and causing such agreements or any such amendment or supplement to
be filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this19th day of
July, 1994.
BERNICE H. WINTER
------------------------------------
Bernice H. Winter
Vice President and Controller
Coca-Cola Enterprises Inc.
<PAGE>
CERTIFICATE
The undersigned, Liston Bishop, hereby certifies that he is an
Assistant Secretary of Coca-Cola Enterprises Inc., a Delaware
corporation (the "Company"), that the following constitutes a true,
correct and complete copy of certain resolutions adopted by the
Board of Directors of the Company at a regular meeting held on July
19, 1994, and that such resolutions have not been amended, modified
or rescinded and are in full force and effect on the date hereof:
RESOLVED, that the following numbers of shares of the
Company's common stock, par value $1.00 per share, be, and
they hereby are, specifically authorized and reserved for
issuance from treasury shares or authorized and unissued
shares pursuant to the plans designated: (a) 1,500 shares
issuable under the Agreement dated as of December 18, 1990 by
and between Coca-Cola Enterprises Inc. and Johnnetta B. Cole,
and (b) 1,500 shares issuable under the Agreement dated as of
April 9, 1992 by and between Coca-Cola Enterprises Inc. and
L. Phillip Humann (all of the foregoing shares referred to
collectively as the "Director Option Shares"); and
FURTHER RESOLVED, that the Company be, and it hereby is,
authorized to file with the Securities and Exchange Commission
registration statements, including any exhibits thereto and
any amendments and supplements thereto, on any appropriate
form authorized by the Securities and Exchange Commission
under the Securities Act of 1933, as amended, providing for
registration of the Director Option Shares; and
FURTHER RESOLVED, that the proper officers of the Company
be, and each of them hereby is, authorized in the name and on
behalf of the Company, to execute and deliver a power of
attorney appointing the directors and officers of the Company,
or any of them, to act as attorneys in fact for the Company,
or any of them, to act as attorneys in fact for the Company
for the purpose of executing and filing with the Securities
and Exchange Commission any such registration statement, or
any amendment or supplement thereto, or any document deemed
appropriate by any such officer in connection therewith; and
FURTHER RESOLVED, that Lowry F. Kline be, and he hereby
is, designated and appointed as the agent for service of the
Company in all matters related to such registration
statements; and
FURTHER RESOLVED, that the Company may execute and
deliver to the New York Stock Exchange, Inc. or any other
appropriate exchange, any application, including any amendment
or supplement thereto, for the listing of the Director Option
Shares upon issuance, and may appoint a listing agent or
listing agents to represent the Company for such purpose and
to execute, in the name and on behalf of the Company, any
other agreement or instrument that may be necessary or
appropriate to accomplish such listing; and
FURTHER RESOLVED, that the Company be, and it hereby is,
authorized to effect or maintain the registration or
qualification (or exemption therefrom) of all or any part of
the Director Option Shares for offer or sale under the
securities laws of any of the states or jurisdictions of the
United States of America or under the applicable laws or
regulations of any country or political subdivision thereof;
and
FURTHER RESOLVED, that any officer of the Company or such
other person or persons as the Chief Executive Officer or his
designee may appoint, be, and each of them hereby is,
authorized to execute, in the name and on behalf of the
Company and under its corporate seal or otherwise, deliver and
file any agreement, instrument, certificate or any other
document, or any amendment or supplement thereto, and to take
any other action that such person may deem appropriate to
carry out the intent and purpose of the proceeding resolutions
and to effectuate the transactions contemplated thereby
IN WITNESS WHEREOF, the undersigned has hereunto set his and
and the seal of the Company, as of the 1st day of August, 1994.
[SEAL] LISTON BISHOP
-----------------------------------
Liston Bishop
Assistant Secretary
