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)
COCA-COLA ENTERPRISES INC.
1992 RESTRICTED STOCK AWARD PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 7, 1994)
(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 725,000 $18.75(1) $13,593,750(1) $4,687.50(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 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 Coca-Cola Enterprises Inc. 1992 Restricted Stock
Award Plan (as amended and restated effective as of February 7,
1994).
5 Opinion regarding legality of the securities
being registered.
23.1 Consent of Ernst & Young.
23.2 Consent of counsel (included in Exhibit No. 5).
25 Powers of Attorney and Resolution of the Board of
Directors.
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;
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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.
(Registrant)
S. K. JOHNSTON, JR.
By:------------------------
S. K. Johnston, Jr.
Vice Chairman and Chief
Executive Officer
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.)
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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
6<PAGE>
EXHIBIT 4.3
COCA-COLA ENTERPRISES INC.
1992 RESTRICTED STOCK AWARD PLAN
(AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 7, 1994)
SECTION 1. PURPOSE
The purpose of the 1992 Restricted Stock Award Plan (the "Plan") is to
advance the interest of Coca-Cola Enterprises Inc. (the "Company") and its
Subsidiaries (as defined in Section 4) by stimulating officers' and employees'
efforts to meet and exceed its business goals and strengthening their desire to
remain in the service of the Company and its Subsidiaries through financial
rewards that offer officers (including non-employee officers) and other key
employees the opportunity to acquire a financial interest in the Company through
grants of restricted shares of the Company's common stock ("Awards").
SECTION 2. ADMINISTRATION
The Plan shall be administered by a Compensation Committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
from among its members and shall be comprised of not fewer than two members who
shall be "disinterested directors" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, and "outside directors" within the
meaning of Section 162(m) and the regulations thereunder (including the
transition rules of Proposed Treasury Regulations Section 1.162-27) of the
Internal Revenue Code of 1986, as amended.
The Committee shall determine the persons to whom and the times at which
Awards will be granted, the number of shares to be awarded, the times within
which the Awards may be subject to or released from forfeiture, the cancellation
of any Award (with the consent of the holder thereof), and all other conditions
of the Award. The terms and conditions of the Awards need not be the same with
respect to each recipient.
The Committee may, subject to the provisions of the Plan, establish such
rules and regulations for the proper administration of the Plan, may make
interpretations and may take other action in relation to the Plan as it deems
necessary or advisable. Each interpretation or other action made or taken
pursuant to the Plan shall be final and conclusive for all purposes and binding
upon all persons, including but not limited to the Company, its Subsidiaries,
the Committee, the Board, the affected recipients and their respective
successors in interest. In addition to such other rights of indemnification as
they have as directors or as members of the Committee, the members of the
Committee shall be indemnified by the Company against reasonable expenses
(including, without limitation, attorneys' fees) incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal, to
which they may be a party by reason of any action taken or failure to act in
connection with the Plan or any Award granted hereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is approved to the
extent required by and in the manner provided by the Certificate of
Incorporation or Bylaws of the Company relating to indemnification of directors)
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such Committee member or members did not
act in good faith and in a manner he, she or they reasonably believed to be in
or not opposed to the best interests of the Company.
SECTION 3. STOCK
The stock to be issued under the Plan pursuant to the Awards shall be
shares of common stock, $1 par value, of the Company (the "Stock"). The Stock
shall be made available from authorized and unissued common stock of the Company
or from shares of Stock held by the Company in its
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treasury. On or after February 7, 1994, the total number of shares of Stock that
may be issued pursuant to the Awards under the Plan may not exceed 725,000
shares. Such number of shares shall be subject to adjustment in accordance with
Section 8. Shares of Stock that are issued pursuant to the Awards under the Plan
and subsequently forfeited shall not be added back to the number of shares of
Stock available to be issued under the Plan. Any of the 1,500,000 shares
previously authorized for issuance under the Plan and not issued prior to
February 7, 1994 shall not thereafter be available for issuance under the Plan.
SECTION 4. ELIGIBILITY
Awards may be granted to executive officers, other persons within the
senior executive band and the executive band (including non-employee officers)
of the Company and its Subsidiaries. "Subsidiary" shall mean any corporation or
other business organization in which the Company owns, directly or indirectly,
25% or more of the voting stock or capital at the time of the granting of an
Award. No recipient shall acquire, pursuant to the Awards granted under the
Plan, more than 25% of the aggregate number of shares of Stock issuable pursuant
to Awards under the Plan.
SECTION 5. RESTRICTIONS UPON THE STOCK
(a) Restrictions shall apply to all Stock awarded under the Plan and shall
be removed solely on account of requisite increases in the price of the Stock
within five years of the date of grant of an Award and to the extent described
below:
(1) If the fair market value of Stock under the Award increases by 50%
from such value on the date of grant, determined as the average fair market
value of the Stock over twenty consecutive trading days, all restrictions
shall be removed from 50% of the Stock under the Award;
(2) If the fair market value of Stock under the Award increases by 75%
from such value on the date of grant, determined as the average fair market
value of the Stock over twenty consecutive trading days, all restrictions
shall be removed from 75% of the Stock under the Award;
(3) If the fair market value of Stock under the Award increases by
100% from such value on the date of grant, determined as the average fair
market value of the Stock over twenty consecutive trading days, all
restrictions shall be removed from 100% of the Stock under the Award.
The Committee shall certify in writing that such increases have occurred before
restrictions are removed from the certificates evidencing such Stock. Any stock
from which restrictions have not been removed within five-years of the date of
grants shall be forfeited to the Company.
(b) Any Stock from which restrictions have not been removed shall be
forfeited to the Company upon the termination of the employment of the recipient
by the Company and its Subsidiaries for any reason (including, but not limited
to, termination with or without cause) other than retirement, death or
disability.
(c) If a recipient retires, dies or becomes disabled at any time within the
five years after an Award, the Stock from which restrictions have not been
removed shall not be forfeited to the Company for three years from the date of
retirement, death or disability, during which time restrictions upon the Stock
may be removed upon occurrence of the price increases described in Section 5(a),
except that in no event shall the period to which the provisions of Section 5(a)
apply be extended past five years from the date of the Award.
(d) For purposes of this Section 5, the "fair market value" of a share of
Stock shall be the average of the high and low market prices on the applicable
trading day or on the next preceding
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trading day, if such date is not a trading day, as reported on the New York
Stock Exchange -- Composite Transactions listing or as otherwise determined by
the Committee.
(e) Awards may contain such other provisions, not inconsistent with the
provisions of the Plan, as the Committee shall determine to be appropriate at
the time of the Award, including the removal of all forfeiture provisions
contained in this Section and the nontransferability provisions of Section 6.
(f) For non-employee officers, termination of services as an officer shall
constitute termination of employment for purposes of this Plan, and termination
of services as a non-employee officer at age 55 or older shall constitute
retirement for purposes of this Plan.
(g) As used in this Section 5, the term "retirement" shall mean a
recipient's voluntary termination of employment on a date which is on or after
the earliest date on which such recipient would be eligible for an immediately
payable benefit pursuant to (i) for those recipients eligible for participation
in the Company's Supplemental Retirement Plan, the terms of that Plan and (ii)
for all other recipients, the terms of the Company's Employees' Pension Plan,
assuming such recipients were eligible to participate in such Plan, or such
comparable plan applicable to such recipient.
(h) For purposes of this Section 5, a recipient's employment shall not be
deemed to have terminated if the recipient obtains immediate employment with an
Affiliate of the Company, and termination from such subsequent employment shall
be deemed a termination from the Company unless the recipient obtains immediate
retirement with the Company or its Subsidiaries. The 'Affiliate" shall include
The Coca-Cola Company or any corporation or business entity in which The
Coca-Cola Company owns, directly or indirectly, 25% or more of the voting stock
or capital.
(i) "Disability" shall be determined according to the definition of
"permanent disability" in the Company's health and welfare plan in effect at the
time of the determination.
SECTION 6. NONTRANSFERABILITY OF AWARDS
Shares of Stock subject to Awards shall not be transferable and shall not
be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of
while the recipient is an officer or employee of the Company or an Affiliate (as
defined in Section 5(h)) unless the restrictions described in Section 5 are
removed.
SECTION 7. RIGHTS AS A SHARE OWNER
A recipient who receives an Award shall have rights as a share owner with
respect to Stock covered by such Award to receive dividends in cash or other
property or other distributions or rights in respect to such Stock, and to vote
such Stock as the beneficial owner thereof.
SECTION 8. ADJUSTMENT IN THE NUMBER OF SHARES
In the event there is any change in the number of shares of Stock
outstanding through the declaration of stock dividends, through stock splits or
through recapitalization or merger, share exchange, consolidation, combination
of shares or otherwise, the Committee or the Board shall make such adjustment,
if any, as it may deem appropriate in the number of shares of Stock subject to
an Award, the number available for Awards, or in the requisite price increases
described in Section 5(a).
SECTION 9. TAXES
(a) If a recipient properly elects within 30 days of the date on which an
Award is granted to include in gross income for federal income tax purposes an
amount equal to the fair market value (on the date of grant of the Award) of the
Stock subject to the Award, such person shall make
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arrangements satisfactory to the Committee to pay to the Company in the year of
such Award any federal, state or local taxes required to be withheld with
respect to such shares.
(b) Each recipient who does not make the election described in subsection
(a) of this Section shall, no later than the date as of which the restrictions
referred to in Section 5 and such other restrictions as may have been imposed as
a condition of the Award lapse, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment, of any federal, state or local
taxes of any kind required by law to be withheld with respect to the Stock
subject to such Award.
(c) If the recipient shall fail to make the tax payments described in this
Section 9, the Company and its Subsidiaries shall, to the extent permitted by
law, have the right to deduct from any payment of any kind otherwise due to the
recipient the amount of any federal, state or local taxes required by law to be
withheld with respect to the Stock subject to such Award.
SECTION 10. RESTRICTIVE LEGEND AND STOCK POWER
Each certificate evidencing Stock subject to an Award shall bear an
appropriate legend referring to the restrictions applicable to such Award. Any
attempt to dispose of Stock in contravention of such restrictions shall be
ineffective. The Committee may adopt rules which provide that the certificates
evidencing such shares may be held in custody by a bank or other institution, or
that the Company may itself hold such shares in custody until the restrictions
thereon shall have lapsed and may require as a condition of any Award that the
recipient shall have delivered a stock power endorsed in blank relating to the
Stock covered by such Award.
SECTION 11. AMENDMENTS, MODIFICATION AND TERMINATION OF THE PLAN
The Board or the Committee may terminate the Plan in whole or in part, may
suspend the Plan in whole or in part from time to time, and may amend the Plan
from time to time, including the adoption of amendments deemed necessary or
desirable to qualify the Awards under the laws of the United States and various
states (including tax laws) and under rules and regulations promulgated by the
Securities and Exchange Commission with respect to persons who are subject to
the provisions of Section 16 of the Securities Exchange Act of 1934, or to
correct any defect or supply an omission or reconcile any inconsistency in the
Plan or in any Award granted thereunder, without the approval of the share
owners of the Company. However, no such action shall be taken without the
approval of the share owners unless the Committee determines that approval
of the share owners would not be necessary to retain the benefits of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or Section
162(m)(3)(C) of the Internal Revenue Code of 1986, as amended.
No amendment or termination or modification of the Plan shall in any manner
affect Awards theretofore granted without the consent of the recipient unless
the Committee has made a determination that an amendment or modification is in
the best interest of all persons to whom Awards have theretofore been granted.
The Plan shall terminate when all shares of Stock subject to Awards under
the Plan have been issued and are no longer subject to forfeiture under the
terms hereof unless earlier terminated by the Board or the Committee.
SECTION 12. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Georgia and construed in
accordance therewith.
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SECTION 13. SECTION 16(B) OF THE SECURITIES EXCHANGE ACT OF 1934
Any action taken by the Committee or the Board of Directors pursuant to the
Plan, and any provision of the Plan, is null and void if it does not comply with
the requirements of Rule 16b-3 under the Securities Exchange Act of 1934 and
would otherwise result in liability under Section 16(b) of that Act.
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EXHIBIT 5
April 21, 1994
Coca-Cola Enterprises Inc.
One Coca-Cola Plaza, N.W.
Atlanta, GA 30313
Re: Form S-8 Registration Statement of Coca-Cola Enterprises Inc.;
Registration of 725,000 Shares of Common Stock, $1 par value,
under the Coca-Cola Enterprises Inc. 1992 Restricted Stock Award
Plan (as amended and restated effective as of February 7, 1994)
Ladies and Gentlemen:
I am the General Counsel for Coca-Cola Enterprises Inc., a Delaware
corporation (the "Company"), and have acted as counsel to the Company
in connection with the execution and filing of the Company's
Registration Statement on Form S-8, filed with the Securities and
Exchange Commission on the date hereof (the "Registration
Statement"), providing for the registration of 725,000 shares of
Common Stock, $1 par value per share, of the Company (the "Shares"),
issuable by the Company in connection with the Coca-Cola Enterprises
Inc. 1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994) (the "Plan"), pursuant to which
certain officers and key employees of the Company may from time to
time be awarded Shares. I am rendering this opinion to you pursuant
to Item 601(b)(5) of Regulation S-K.
As counsel for the Company, I am generally familiar with the
corporate affairs of the Company and its subsidiaries and the terms
of the Plan. In furnishing this opinion, I have examined such
corporate and other records as I have deemed necessary or appropriate
to provide a basis for the opinion set forth below. This opinion is
given as of the date hereof and is based upon facts and conditions
presently known and laws and regulations presently in effect.
On the basis of the foregoing, I am of the opinion that the Shares,
when issued in accordance with the Plan, will be legally issued,
fully paid and nonassessable shares of Common Stock of the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Lowry F. Kline<PAGE>
EXHIBIT 23.1
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. Amended and Restated 1992 Restricted
Stock Award Plan 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.
<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
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.
<PAGE>
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.
<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
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.
<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
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.
<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
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.
<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
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.
<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
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.
<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
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.
<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
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.
<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
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.
<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
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.
<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
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
