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.
1994 STOCK OPTION PLAN
(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 2,000,000 $18.75(1) $37,500,000(1) $12,931.04(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. 1994 Stock Option Plan.
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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<PAGE>
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.
1994 STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of the 1994 Stock Option Plan (the "Plan") is to advance the
interest of Coca-Cola Enterprises Inc. (the "Company") and its Subsidiaries (as
defined in Section 4) by encouraging and enabling the acquisition of a financial
interest in the Company by officers and other key employees through grants of
stock options ("Options").
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
Options will be granted, the number of shares to be subject to each Option, the
duration of each Option, the times within which the Option may be exercised, the
cancellation of the Option (with the consent of the holder thereof) and the
other conditions of the grant of an Option. The Committee, however, may
delegate, from time to time, to the Chief Executive Officer the authority to
make Awards under the Plan, unless such delegation would jeopardize the benefits
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or Section
162(m)(3)(C) regulations thereunder of the Internal Revenue Code of 1986, as
amended. The conditions of the grants of Options need not be the same with
respect to each optionee or with respect to each Option.
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 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 upon all
persons including, but without limitation, the Company, its Subsidiaries, the
Committee, the Board, the affected optionees, 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 or
any of them may be a party by reason of any action taken or failure to act in
connection with the Plan or any Option 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 interest of the Company.
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SECTION 3. STOCK
The stock to be issued under the Plan shall be shares of common stock, $1
par value, of the Company (the "Stock"). The Stock shall be made available from
authorized and unissued Stock or from shares of Stock held by the Company in its
treasury. The total number of shares of Stock that may be issued under the Plan
pursuant to Options granted hereunder may not exceed 2,000,000 shares. Stock
subject to any unexercised portion of an Option which expires or is canceled,
surrendered or terminated for any reason may again be subject to Options granted
under the Plan. Stock received in payment upon the exercise of an Option may not
be the subject of a subsequent Option.
SECTION 4. ELIGIBILITY
Options may be granted to executive officers, other persons within the
senior executive band, the executive band, branch managers, sales center
managers, and other officers and management employees (including non-employee
officers) of the Company and its Subsidiaries who are employed in a position
determined by the Committee eligible to participate in the Plan on the date on
which any grant is made.
"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 such Option.
No person shall be granted the right to acquire pursuant to Options granted
under the Plan more than 15% of the aggregate number of shares of Stock
originally authorized for issuance under the Plan.
SECTION 5. AWARDS OF OPTIONS
(a) Option Price. The option price shall be 100% or more of the fair
market value of the Stock on the date of grant.
(b) Payment. The option price shall be paid in full at the time of
exercise. No shares shall be issued until full payment has been received
therefor. Payment may be made in cash or, with the prior approval of and upon
the conditions established by the Committee, by delivery of shares of Stock
owned by the optionee.
(c) Value. The fair market value of shares of Stock shall be computed on
the basis of the average of the high and low market prices at which a share of
Stock shall have been sold on the date for which the valuation is made, or on
the next preceding trading day if such date was not a trading day, as reported
on the New York Stock Exchange Composite Transactions Listing, or as otherwise
determined by the Committee.
(d) Withholding. 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.
(e) Duration of Options. Subject to the provisions of Section 9, the
duration of Options shall be 10 years from date of grant.
(f) Time Period for Exercise of Options. Subject to the provisions of
Section 9, no Option shall be exercisable, in whole or in part, for a period of
six months after the date on which the Option is granted or, if later, six
months after the date of approval of the Plan by share owners. Thereafter, it
shall be exercisable (i) within such time periods as established by the
Committee on the date of grant, or (ii) in the absence of Committee-established
time periods, (A) to the extent of one-third of the total number of shares
subject to the Option after 12 months following the date on which the Option is
granted, (B) to the extent of an additional one-third of the total number of
shares subject
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to the Option after 24 months following the date on which the Option is granted;
and (C) in full after 36 months following the date on which the Option is
granted.
(g) Other Terms and Conditions. Options may contain such other provisions,
not inconsistent with the provisions of the Plan, as the Committee shall
determine appropriate from time to time. The grant of an Option to any officer
or employee shall not affect in any way the right of the Company and any
Subsidiary to terminate the relationship between the Company and the optionee.
SECTION 6. REPLACEMENT
The Committee from time to time may permit an optionee under the Plan to
surrender for cancellation any unexercised outstanding stock option or stock
appreciation rights of the Company and receive in exchange from the Company
either shares of Stock, an option for such number of shares of Stock, or both,
in amounts and with features as designated by the Committee.
SECTION 7. EXTENSION OF THE TERMS OF OPTIONS
The Committee may extend the duration of any Option for a period not to
exceed one year without changing the option price and on such other terms and
conditions as the Committee may deem advisable.
SECTION 8. NONTRANSFERABILITY OF OPTION
No Option granted pursuant to the Plan shall be transferable otherwise than
by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986, as
amended, or Title 1 of the Employee Retirement Income Security Act or the rules
thereunder. Certificate(s) representing the shares of Stock issued upon exercise
of an Option shall be issued only in the name of the optionee or in the name of
such optionee's duly authorized representative. During the lifetime of an
optionee, the Option shall be exercisable only by the optionee personally or by
the optionee's legal representative.
SECTION 9. EFFECT OF TERMINATION OF EMPLOYMENT
(a) Retirement.
(i) The Committee, in its sole discretion, may cause all outstanding
options held by an optionee upon his or her retirement to become immediately
exercisable.
(ii) All Options exercisable upon retirement of an optionee (whether due to
Committee action or otherwise) or becoming exercisable thereafter shall expire
no later than (A) 36 months from the date of such optionee's retirement, or (B)
12 months after the optionee's death, whichever occurs first, unless the
Committee determines otherwise.
(b) Death or Disability While Employed.
Upon the death or disability of an optionee prior to termination of
employment, all outstanding options held by such employee expire no later than
12 months after the employee's death or determination of disability, whichever
occurs first, unless the Committee determines otherwise.
(c) Other Termination of Employment.
(i) Upon the termination of employment of an optionee other than for death,
disability or retirement ("Other Termination of Employment"), then the
Committee, in its sole discretion, may cause all outstanding nonexercisable
Options held by such optionee to become immediately exercisable.
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(ii) All Options exercisable upon the Other Termination of Employment
(whether due to Committee action or otherwise) or becoming exercisable
thereafter, shall expire no later than six months after the Other Termination of
Employment, unless the Committee determines otherwise.
(d) Definitions and other Determinations.
(i) "Retirement" means an optionee's voluntary termination of employment on
a date which is on or after the earliest date on which such optionee would be
eligible for an immediately payable benefit pursuant to (A) for those optionees
eligible for participation in the Company's Supplemental Retirement Plan, the
terms of that Plan and (B) for all other optionees, the terms of the Company's
Employees' Pension Plan, assuming such optionees were eligible to participate in
such Plan, or a comparable plan applicable to such optionee. With respect to
non-employee officers, "retirement" means termination of services as an officer
at or after age 55.
(ii) "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.
(iii) For purposes of this Section 9, 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
reemployment with the Company or its Subsidiaries. The term "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.
SECTION 10. NO RIGHTS AS A SHARE OWNER
An optionee or a transferee of an optionee pursuant to Section 8 shall have
no right as a share owner with respect to any Stock covered by an Option or
receivable upon the exercise of an Option until the optionee or transferee shall
have become the holder of record of such Stock. No adjustments shall be made for
dividends in cash or other property or other distributions or rights in respect
of such Stock for which the record date is prior to the date on which the
optionee or transferee shall have in fact become the holder of record of the
share of Stock pursuant to the Option.
SECTION 11. ADJUSTMENT IN THE NUMBER OF SHARES AND IN OPTION PRICE
In the event there is any change in the shares of Stock through the
declaration of stock dividends or 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 available for Options as well as
the number of shares of Stock subject to any outstanding Option and the option
price thereof. Any such adjustment may provide for the elimination of any
fractional shares which might otherwise become subject to any Option without
payment therefor.
SECTION 12. 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 Options under the laws of 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
any omission or reconcile any inconsistency in the Plan or in any Option granted
thereunder, without the approval of the share owners of the Company.
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However, no action shall be taken without the approval of the share owners
of the Company if the Committee determines that the approval of share owners
would 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 any Option theretofore granted without the consent of the optionee,
except that the Committee may amend or modify the Plan in a manner that does
affect Options theretofore granted upon a finding by the Committee that such
amendment or modification is in the best interest of holders or outstanding
Options affected thereby.
The Plan shall terminate five years after the date of approval of the Plan
by the share owners of the Company unless earlier terminated by the Board or by
the Committee.
SECTION 13. 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.
SECTION 14. SECTION 16(B) OF THE SECURITIES EXCHANGE ACT OF 1934
Any action taken by the Committee or the Board pursuant to the Plan, and
any provision of the Plan, shall be 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 2,000,000 Shares of Common Stock, $1 par value,
under the Coca-Cola Enterprises Inc. 1994 Stock Option Plan
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 2,000,000 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. 1994 Stock Option Plan (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. 1994 Stock
Option 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
