Registration No. 33-58695
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
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.
1995 RESTRICTED STOCK AWARD 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 2,040,000 $21 3/8(1) $43,605,000(1) $15,036.21
Enterprises shares (1) (2)
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 12, 1995.
(2) Previously paid.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Lowry F. Kline, who has furnished an opinion on the legality of the
securities being registered hereunder, is the General Counsel of the
registrant and owns shares of common stock, restricted shares of common stock
and options to purchase shares of common stock of the registrant.
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 Inc., incorporated by reference
to Exhibit 3 to the registrant's Quarterly Report on Form 10-Q as filed
May 12, 1995.
4.3 Coca-Cola Enterprises Inc. 1995 Restricted Stock Award Plan.
5 Opinion regarding legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of counsel (included in Exhibit No. 5).
24 Powers of Attorney.
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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 Amendment No. 1 to Registration Statement (No.
33-58695) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 15th day of May,
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
report has been signed by the following persons in the capacities and on the
dates indicated.
S. K. JOHNSTON, JR. Vice Chairman, Chief May 15, 1995
------------------- Executive Officer and
(S.K. Johnston, Jr.) a Director (principal
executive officer)
JOHN R. ALM Senior Vice President May 15, 1995
-------------------- and Chief Financial
(John R. Alm) Officer (principal
financial officer)
BERNICE H. WINTER Vice President and May 15, 1995
------------------- Controller (principal
(Bernice H. Winter) accounting officer)
* Chairman of the Board May 15, 1995
-------------------- of Directors
(M. Douglas Ivester)
* President, Chief May 15, 1995
-------------------- Operating Officer and
(Henry A. Schimberg) a Director
* May 15, 1995
-------------------- Director
(Howard G. Buffett)
* May 15, 1995
-------------------- Director
(John L. Clendenin)
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* May 15, 1995
-------------------- Director
(Johnnetta B. Cole)
* May 15, 1995
-------------------- Director
(T. Marshall Hahn, Jr.)
* May 15, 1995
-------------------- Director
(Claus M. Halle)
* May 15, 1995
-------------------- Director
(L. Phillip Humann)
* May 15, 1995
-------------------- Director
(Robert A. Keller)
* May 15, 1995
-------------------- Director
(S. L. Probasco, Jr.)
* May 15, 1995
-------------------- Director
(Francis A. Tarkenton)
LOWRY F. KLINE
*By:----------------------
Lowry F. Kline
Attorney-in-Fact
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