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)
1993 AMENDMENT AND RESTATEMENT OF
DEFERRED COMPENSATION AGREEMENT BETWEEN
JOHNSTON COCA-COLA BOTTLING GROUP, INC. AND
JOHN R. ALM DATED AS OF APRIL 30, 1993
(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
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
---------- --------- -------- --------- -------------
Coca-Cola 199,346 $18.75(1) $3,737,737.50(1) $1,288.88(1)
Enterprises shares
Inc. Common
Stock,
$1.00 par
value
(1) Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on the average of the
high and low prices reported on the New York Stock
Exchange on April 15, 1994.
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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 filed under Section 12 of the Securities Exchange Act
of 1934, including any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Registrant or the Plan
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.
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
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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 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group, Inc. and John R. Alm dated as of April 30, 1993,
incorporated by reference to Exhibit 10.17 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1993.
23 Consent of Ernst & Young.
25 Powers of Attorney and Resolution of the Board of
Directors.
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
3
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<PAGE>
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.
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.
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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 14th day of April, 1994.
COCA-COLA ENTERPRISES INC.
S. K. JOHNSTON, JR.
By:------------------------
S. K. Johnston, Jr.
Vice Chairman and Chief
Executive Officer
5
PAGE
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1933, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
S. K. JOHNSTON, JR.
----------------------- Vice Chairman, Chief April 14, 1994
(S.K. Johnston, Jr.) Executive Officer
and a Director
(principal executive
officer)
JOHN R. ALM
----------------------- Senior Vice April 14, 1994
(John R. Alm) President and Chief
Financial Officer
(principal financial
officer and
principal accounting
officer)
HOWARD G. BUFFETT* Director April 14, 1994
-----------------------
(Howard G. Buffett)
JOHN L. CLENDENIN* Director April 14, 1994
-----------------------
(John L. Clendenin)
JOHNNETTA B. COLE* Director April 14, 1994
-----------------------
(Johnnetta B. Cole)
T. MARSHALL HAHN, JR.* Director April 14, 1994
-----------------------
(T. Marshall Hahn, Jr.)
CLAUS M. HALLE* Director April 14, 1994
-----------------------
(Claus M. Halle)
L. PHILLIP HUMANN* Director April 14, 1994
-----------------------
(L. Phillip Humann)
M. DOUGLAS IVESTER* Director April 14, 1994
-----------------------
(M. Douglas Ivester)
E. NEVILLE ISDELL* Director April 14, 1994
-----------------------
(E. Neville Isdell)
JOHN E. JACOB* Director April 14, 1994
-----------------------
(John E. Jacob)
ROBERT A. KELLER* Director April 14, 1994
-----------------------
(Robert A. Keller)
S.L. PROBASCO, JR.* Director April 14, 1994
-----------------------
(S.L. Probasco, Jr.)
HENRY A. SCHIMBERG* Director April 14, 1994
-----------------------
(Henry A. Schimberg)
FRANCIS A. TARKENTON* Director April 14, 1994
-----------------------
(Francis A. Tarkenton)
LOWRY F. KLINE
*By:--------------------
Lowry F. Kline
Attorney-in-Fact
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Coca-Cola
Enterprises Inc. 1993 Amendment And Restatement Of
Deferred Compensation Agreement Between Johnston Coca-Cola
Bottling Group And John R. Alm Dated As Of April 30, 1993 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
April 15, 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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
FRANCIS A. TARKENTON
--------------------------------
Francis A. Tarkenton, Director
Coca-Cola Enterprises Inc.
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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
HOWARD G. BUFFETT
--------------------------------
Howard G. Buffett, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN L.
CLENDENIN, 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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
JOHN L. CLENDENIN
--------------------------------
John L. Clendenin, Director
Coca-Cola Enterprises Inc.
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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
JOHNNETTA B. COLE
--------------------------------
Johnnetta B. Cole, Director
Coca-Cola Enterprises Inc.
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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
T. MARSHALL HAHN, JR.
--------------------------------
T. Marshall Hahn, Jr., Director
Coca-Cola Enterprises Inc.
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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
CLAUS M. HALLE
--------------------------------
Claus M. Halle, Director
Coca-Cola Enterprises Inc.
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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
L. PHILLIP HUMANN
--------------------------------
L. Phillip Humann, Director
Coca-Cola Enterprises Inc.
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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
M. DOUGLAS IVESTER
--------------------------------
M. Douglas Ivester, Director
Coca-Cola Enterprises Inc.
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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
E. NEVILLE ISDELL
--------------------------------
E. Neville Isdell, Director
Coca-Cola Enterprises Inc.
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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
JOHN E. JACOB
--------------------------------
John E. Jacob, Director
Coca-Cola Enterprises Inc.
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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
ROBERT A. KELLER
--------------------------------
Robert A. Keller, Director
Coca-Cola Enterprises Inc.
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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
S.L. PROBASCO, JR.
--------------------------------
S.L. Probasco, Jr., Director
Coca-Cola Enterprises Inc.
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
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or 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
14th day of April, 1994.
HENRY A. SCHIMBERG
--------------------------------
Henry A. Schimberg, Director
Coca-Cola Enterprises Inc.
<PAGE>
CERTIFICATE
The undersigned, E. Liston Bishop III, hereby certifies that
he is an Assistant Secretary of Coca-Cola Enterprises Inc., a
Delaware corporation (the "Company"), and hereby further certifies
that the following constitutes a true, correct and complete copy of
certain resolutions adopted by the Board of Directors of the
Company at its meeting held on April 14, 1994, at which a quorum
was present and acting throughout, and 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) 2,000,000 shares
issuable under the Company's 1994 Stock Option Plan, (b)
725,000 shares issuable under the 1992 Restricted Stock Award
Plan (as amended and restated effective as of February 7,
1994), (c) 3,000,000 shares issuable under, and participation
interests in, the Company's Matched Employees Savings and
Investment Plan, and (d) 666,675 shares issuable under the
Amended and Restated Deferred Compensation Agreements between
Johnston Coca-Cola Bottling Group, Inc. and John R. Alm,
Philip H. Sanford and Henry A. Schimberg (all of the foregoing
shares referred to collectively as the "Benefit Plan 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 Benefit Plan Shares; and
FURTHER RESOLVED, that the proper officers of the Company
be, and each of them hereby is, authorized, int he 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 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 Benefit Plan
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 Benefit Plan 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 preceding resolutions
and to effectuate the transactions contemplated thereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and the seal of the Company, this 21st day of April, 1994.
[SEAL] E. LISTON BISHOP III
---------------------------------
E. Liston Bishop III
Assistant Secretary
