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.)
2500 Windy Ridge Parkway, Atlanta, Georgia 30339
(Address of principal executive offices) (Zip Code)
COCA-COLA ENTERPRISES INC.
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTOR COMPENSATION
(As Amended and Restated Effective April 1, 1994)
(Full title of the Plan)
Lowry F. Kline, Esq.
General Counsel
Coca-Cola Enterprises Inc.
2500 Windy Ridge Parkway
Atlanta, GA 30339
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (770) 989-3000
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 4,418 $29.25(1) $129,226.50(1) $45(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 December 15, 1995.
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the
Commission are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K filed pursuant
to Section 13 of the Securities Exchange Act of 1934 for its fiscal year ended
December 31, 1994;
(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, 1994;
(c) the description of the Registrant's common stock to be
offered hereby which is contained in the registration statement filed on Form
8-A on October 28, 1986, under Section 12 of the Securities Exchange Act of
1934, including any amendments or reports filed for the purpose of updating
such description.
All documents filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of filing of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated hereby by reference and
to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Sixth of the Registrant's Restated Certificate of
Incorporation provides for the elimination of personal monetary liabilities of
directors of the Registrant for breaches of certain of their fiduciary duties
to the full extent permitted by Section 102(b)(7) of the General Corporation
Law of Delaware (the "GCL"). Section 102(b)(7) of the GCL enables a
corporation in its certificate of incorporation to eliminate or limit the
personal liability of members of its board of directors to the corporation or
its shareholders for monetary damages for violations of a director's fiduciary
duty of care. Such a provision has no effect on the availability of equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty.
In addition, no such provision may eliminate or limit the liability of a
director for breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating the law, paying an
unlawful dividend or approving an illegal stock repurchase, or obtaining an
improper personal benefit.
<PAGE>
Article Eleventh of the Registrant's Restated Certificate of
Incorporation provides for indemnification of directors and officers to the
extent permitted by the GCL. Section 145 of the GCL provides for
indemnification of directors and officers from and against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement reasonably
incurred by them in connection with any civil, criminal, administrative or
investigative claim or proceeding (including civil actions brought as
derivative actions by or in the right of the corporation but only to the
extent of expenses reasonably incurred in defending or settling such action)
in which they may become involved by reason of being a director or officer of
the corporation. The section permits indemnification if the director of
officer acted in good faith in a manner which he reasonably believed to be in
or not opposed to the best interest of the corporation and, in addition, in
criminal actions, if he had reasonable cause to believe his conduct to be
lawful. If, in an action brought by or in the right of the corporation, the
director or officer is adjudged to be liable for negligence or misconduct in
the performance of his duty, he will only be entitled to such indemnity as the
court finds to be proper. Persons who are successful in defense of any claim
against them are entitled to indemnification as of right against expenses
reasonably incurred in connection therewith. In all other cases,
indemnification shall be made (unless otherwise ordered by a court) only if
the board of directors, acting by a majority vote of a quorum of disinterested
directors, independent legal counsel or holders of a majority of the shares
entitled to vote determines that the applicable standard of conduct has been
met. Section 145 provides such indemnity for persons who, at the request of
the corporation, act as directors, officers, employees or agents of other
corporations, partnerships or other enterprises.
The Registrant maintains directors and officers liability
insurance which insures against liabilities that directors or officers of the
Registrant may incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of Coca-Cola
Enterprises, 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, incorporated by reference
to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8,
No. 33-58695.
4.3 Coca-Cola Enterprises Inc. Deferred Compensation Plan for
Non-Employee Director Compensation (as amended and restated effective April 1,
1994), incorporated by reference to Exhibit 10.16 to the Registrant s Annual
Report on Form 10-K for the fiscal year ended December 31, 1994.
23 Consent of Ernst & Young LLP.
24 Powers of Attorney.
<PAGE>
An opinion of counsel is not being filed because the securities
being registered are not original issuance securities.
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change in such information in the registration
statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply
if the registration statement is on Form S-3 (Section 239.13 of this chapter),
Form S-8 (Section 239.16b of this chapter) or Form F-3 (Section 239.33 of this
chapter), and 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 Exchange Act 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.
(4) If the registrant is a foreign private issuer, to file
a post-effective amendment to the registration statement to include any
<PAGE>
financial statements required by Section 210.3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Securities Act of 1933 need not be furnished, provided that the registrant
includes in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph A.(4) and other information
necessary to ensure that all other information in the prospectus is at lease
as current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3 (Section 239.33
of this chapter), a post-effective amendment need not be filed to include
financial statements and information required by Section 10(a)(3) of the Act
or Section 210.3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or furnished to the
Commission 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 Form
F-3.
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Coca-Cola Enterprises Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Atlanta, State
of Georgia, on the 19th day of December, 1995.
COCA-COLA ENTERPRISES INC.
(Registrant)
S. K. JOHNSTON, JR.
By:------------------------
S. K. Johnston, Jr.
Vice Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
S. K. JOHNSTON, JR.
--------------------------- Vice Chairman, Chief December 19, 1995
(S.K. Johnston, Jr.) Executive Officer
and a Director
(principal executive
officer)
JOHN ALM Senior Vice December 19, 1995
-------------------------- President and Chief
(John R. Alm) Financial Officer
(principal financial
officer)
BERNICE H. WINTER Vice President and December 19, 1995
-------------------------- Controller
(Bernice H. Winter) (principal
accounting officer)
*
-------------------------- Chairman of the December 19, 1995
(M. Douglas Ivester) Board of Directors
* President, Chief December 19, 1995
------------------------- Operating Officer
(Henry A. Schimberg) and a Director
* Director December 19, 1995
--------------------------
(Howard G. Buffett)
<PAGE>
* Director December 19, 1995
--------------------------
(John L. Clendenin)
* Director December 19, 1995
--------------------------
(Johnnetta B. Cole)
Director December 19, 1995
--------------------------
(T. Marshall Hahn, Jr.)
* Director December 19, 1995
--------------------------
(Claus M. Halle)
* Director December 19, 1995
--------------------------
(L. Phillip Humann)
* Director December 19, 1995
--------------------------
(E. Neville Isdell)
* Director December 19, 1995
--------------------------
(John E. Jacob)
* Director December 19, 1995
--------------------------
(Robert A. Keller)
* Director December 19, 1995
--------------------------
(Scott L. Probasco, Jr.)
* Director December 19, 1995
--------------------------
(Francis A. Tarkenton)
LOWRY F. KLINE
*By:-----------------------
Lowry F. Kline
Attorney-in-Fact
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Coca-Cola Enterprises Inc. Deferred Compensation
Plan for Non-Employee Director Compensation (as amended and restated
effective April 1, 1994) of our report dated January 30, 1995,
with respect to the consolidated financial statements and schedule of
Coca-Cola Enterprises Inc. included in Coca-Cola Enterprises Inc.'s Annual
Report (Form 10-K, as amended on November 3, 1995) for the year ended December
31, 1994, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
December 20, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, M. DOUGLAS
INVESTER, 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, 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, and amendments to 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 of the
Company: Deferred Compensation Plan for Non-Employee Director
Compensation (As Amended and Restated Effective April 1, 1994),
Supplemental Matched Employee Savings and Investment Plan, and
Savings and Investment Plan for Certain Bargaining Employees, or
any amendment or supplement thereto, and causing such plans or any
such amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of December, 1995.
M. DOUGLAS IVESTER
------------------------------------
M. Douglas Ivester, 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, 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, and amendments to
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 of the Company: Deferred Compensation Plan
for Non-Employee Director Compensation (As Amended and Restated
Effective April 1, 1994), Supplemental Matched Employee Savings and
Investment Plan, and Savings and Investment Plan for Certain
Bargaining Employees, or any amendment or supplement thereto, and
causing such plans or any such amendment or supplement to be filed
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of December, 1995.
HENRY A. SCHIMBERG
------------------------------------
Henry A. Schimberg, 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, 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, and amendments to 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 of the
Company: Deferred Compensation Plan for Non-Employee Director
Compensation (As Amended and Restated Effective April 1, 1994),
Supplemental Matched Employee Savings and Investment Plan, and
Savings and Investment Plan for Certain Bargaining Employees, or
any amendment or supplement thereto, and causing such plans or any
such amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of December, 1995.
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, 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, and amendments to
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 of the Company: Deferred Compensation Plan
for Non-Employee Director Compensation (As Amended and Restated
Effective April 1, 1994), Supplemental Matched Employee Savings and
Investment Plan, and Savings and Investment Plan for Certain
Bargaining Employees, or any amendment or supplement thereto, and
causing such plans or any such amendment or supplement to be filed
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of December, 1995.
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, 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, and amendments to 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 of the
Company: Deferred Compensation Plan for Non-Employee Director
Compensation (As Amended and Restated Effective April 1, 1994),
Supplemental Matched Employee Savings and Investment Plan, and
Savings and Investment Plan for Certain Bargaining Employees, or
any amendment or supplement thereto, and causing such plans or any
such amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of December, 1995.
JOHNNETTA B. COLE
------------------------------------
Johnnetta B. Cole, 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, 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, and amendments to 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 of the
Company: Deferred Compensation Plan for Non-Employee Director
Compensation (As Amended and Restated Effective April 1, 1994),
Supplemental Matched Employee Savings and Investment Plan, and
Savings and Investment Plan for Certain Bargaining Employees, or
any amendment or supplement thereto, and causing such plans or any
such amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of December, 1995.
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, 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, and amendments to 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 of the
Company: Deferred Compensation Plan for Non-Employee Director
Compensation (As Amended and Restated Effective April 1, 1994),
Supplemental Matched Employee Savings and Investment Plan, and
Savings and Investment Plan for Certain Bargaining Employees, or
any amendment or supplement thereto, and causing such plans or any
such amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of December, 1995.
L. PHILLIP HUMANN
------------------------------------
L. Phillip Humann, 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, 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, and amendments to 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 of the
Company: Deferred Compensation Plan for Non-Employee Director
Compensation (As Amended and Restated Effective April 1, 1994),
Supplemental Matched Employee Savings and Investment Plan, and
Savings and Investment Plan for Certain Bargaining Employees, or
any amendment or supplement thereto, and causing such plans or any
such amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of December, 1995.
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, 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, and amendments to 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 of the
Company: Deferred Compensation Plan for Non-Employee Director
Compensation (As Amended and Restated Effective April 1, 1994),
Supplemental Matched Employee Savings and Investment Plan, and
Savings and Investment Plan for Certain Bargaining Employees, or
any amendment or supplement thereto, and causing such plans or any
such amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of December, 1995.
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, 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, and amendments to 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 of the
Company: Deferred Compensation Plan for Non-Employee Director
Compensation (As Amended and Restated Effective April 1, 1994),
Supplemental Matched Employee Savings and Investment Plan, and
Savings and Investment Plan for Certain Bargaining Employees, or
any amendment or supplement thereto, and causing such plans or any
such amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of December, 1995.
ROBERT A. KELLER
------------------------------------
Robert A. Keller, Director,
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, SCOTT 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, 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, and amendments to
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 of the Company: Deferred Compensation Plan
for Non-Employee Director Compensation (As Amended and Restated
Effective April 1, 1994), Supplemental Matched Employee Savings and
Investment Plan, and Savings and Investment Plan for Certain
Bargaining Employees, or any amendment or supplement thereto, and
causing such plans or any such amendment or supplement to be filed
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of December, 1995.
SCOTT L. PROBASCO, JR.
------------------------------------
Scott L. Probasco, Jr., Director,
Coca-Cola Enterprises Inc.
<PAGE>
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, 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, and amendments to
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 of the Company: Deferred Compensation Plan
for Non-Employee Director Compensation (As Amended and Restated
Effective April 1, 1994), Supplemental Matched Employee Savings and
Investment Plan, and Savings and Investment Plan for Certain
Bargaining Employees, or any amendment or supplement thereto, and
causing such plans or any such amendment or supplement to be filed
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of December, 1995.
FRANCIS A. TARKENTON
------------------------------------
Francis A. Tarkenton, Director,
Coca-Cola Enterprises Inc.
<PAGE>
CERTIFICATE
The undersigned, Liston Bishop, hereby certifies that he is an
Assistant Secretary of Coca-Cola Enterprises Inc., a Delaware corporation
(the "Company"), that the following constitutes a true and correct copy
of resolutions adopted by the Board of Directors of the Company at a regular
meeting held December 19, 1995, and that such resolutions have not
been amended, modified or rescinded and are in full force and effect
as of the date hereof:
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 500,000 shares of the Company's common
stock issuable under the Company's Supplemental Matched Employee
Savings and Investment Plan (as amended and restated July 1, 1992),
25,000 shares under the Savings and Investment Plan for Certain
Bargaining Employees, and 4,418 shares under the Deferred Compensation
Plan for Non-Employee Director Compensation (collectively, the
"Benefit Plan Shares"); and
FURTHER RESOLVED, that the proper officers of the Company be, and each
of them hereby is, authorized, in the name and on behalf of the
Company, to execute and deliver a power of attorney appointing the
directors and officers of the Company, or any of them, to act as
attorneys in fact for the Company for the purpose of executing and
filing with the Securities and Exchange Commission any such
registration statement, or any amendment or supplement, thereto, or
any document deemed appropriate by any such officer in connection
therewith; and
FURTHER RESOLVED, that Lowry F. Kline be, and he hereby is, designated
and appointed as the agent for service of the Company in all matters
related to such registrations 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
<PAGE>
take any other action that such person may deem appropriate to carry
out the intent and purpose of the preceding resolutions and to effect
the transactions contemplated thereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal of the Company this 21st day of December, 1995.
LISTON BISHOP
----------------------
Liston Bishop
Assistant Secretary
(SEAL)
<PAGE>
