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.
SUPPLEMENTAL MATCHED EMPLOYEE SAVINGS AND INVESTMENT PLAN
(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)
(770) 989-3000
(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 500,000 $29.25(1) $14,625,000(1) $5,044(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.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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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, 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
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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 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 CLAIMS.
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. Supplemental Matched Employee
Savings and Investment Plan.
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23 Consent of Ernst & Young LLP.
24 Powers of Attorney and Resolution of the Board of Directors.
An opinion of counsel is not being filed because the securities
being registered are not original issuance securities, and the Registrant
undertakes to submit the Plan and any amendments thereto to the Service in
order to secure a determination letter in a timely manner and will make all
changes required by the Service in order to qualify the Plan and obtain such
letter.
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.
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(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
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
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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 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 R. ALM Senior Vice President December 19, 1995
------------------------ and Chief Financial
(John R. Alm) Officer (principal
financial officer)
BERNICE H. WINTER Vice President and December 19, 1995
------------------------ Controller (principal
(Bernice H. Winter) accounting officer)
* Chairman of the Board of December 19, 1995
----------------------- Directors
(M. Douglas Ivester)
* President, Chief December 19, 1995
----------------------- Operating Officer and a
(Henry A. Schimberg) Director
* December 19, 1995
----------------------- Director
(Howard G. Buffett)
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* December 19, 1995
----------------------- Director
(John L. Clendenin)
* December 19, 1995
(Johnnetta B. Cole) Director
December 19, 1995
----------------------- Director
T. Marshall Hahn, Jr.)
* December 19, 1995
----------------------- Director
(Claus M. Halle)
* December 19, 1995
----------------------- Director
(L. Phillip Humann)
* December 19, 1995
----------------------- Director
(E. Neville Isdell)
* December 19, 1995
----------------------- Director
(John E. Jacob)
* December 19, 1995
----------------------- Director
(Robert A. Keller)
* December 19, 1995
----------------------- Director
(Scott L. Probasco, Jr.)
* December 19, 1995
----------------------- Director
(Francis A. Tarkenton)
LOWRY F. KLINE
*By:---------------------------
Lowry F. Kline
Attorney-in-Fact
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EXHIBIT 4.3
COCA-COLA ENTERPRISES INC.
SUPPLEMENTAL MATCHED EMPLOYEE SAVINGS AND INVESTMENT PLAN
(AMENDED AND RESTATED EFFECTIVE JULY 1, 1992)
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ARTICLE I
INTRODUCTION AND PURPOSE
1.1 Background. Coca-Cola Enterprises Inc. (the
"Company") adopted the Coca-Cola Enterprises Inc. Supplemental
Deferred Compensation Plan (the "Deferred Compensation Plan")
effective January 1, 1991. Under Article III of the Deferred
Compensation Plan, the Supplemental Savings Plan (the "Plan") was
originally established as a component of the Deferred
Compensation Plan. Effective July 1, 1992, the Administrative
Committee changed the name of the Plan to the Coca-Cola
Enterprises Inc. Supplemental Matched Employee Savings and
Investment Plan, as well as amending various provisions of the
Plan.
1.2 Purpose. The purpose of the Plan is to provide a
select group of management employees with the opportunity to
enhance their retirement security by deferring a portion of
their Compensation that is ineligible for deferral under the
Coca-Cola Enterprises Inc. Matched Employee Savings and
Investment Plan (the "MESIP"), the Company's qualified 401(k)
retirement plan, due to limits under the law and under the terms
or operation of the MESIP.
1.3 Amendment and Restatement. The Company hereby
amends and restates the Plan, effective July 1, 1992, except as
otherwise provided.
ARTICLE II
DEFINITIONS
2.1 "Account" means the records maintained by the
Administrative Committee that represent each Participant's
interest under the Plan. Such interest may be reflected as a
book reserve entry in the Company's accounting records, or as a
separate account under a trust, or as a combination of both.
Each Participant's Account shall consist of at least two
subaccounts: a Deferral Account and a Company Matching Account.
2.2 "Administrative Committee" means the committee
appointed to administer the Plan pursuant to Article VI.
2.3 "Affiliate" shall have the same meaning as the
term "Affiliate" under the MESIP.
2.4 "Beneficiary" means the person or persons last
designated by the Participant, in writing, as entitled to receive
such Participant's interest under the MESIP in the event of his
death. In the event a Participant does not participate in the
MESIP, the Participant may designate a Beneficiary by providing
such designation, in writing, to the Committee. If all
designated Beneficiaries predecease the Participant or the
Participant fails to designate a Beneficiary, the Beneficiary
shall be such Participant's surviving Spouse, if any; otherwise,
the Beneficiary shall be determined in the same manner as under
Article X.C.2 of the MESIP.
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2.5 "Code" means the Internal Revenue Code of 1986, as
amended.
2.6 "Company" means Coca-Cola Enterprises Inc., a
Delaware corporation, or its successor or successors.
2.7 "Company Matching Account" means that portion of
each Participant's Account that represents his interest in the
Plan which is credited pursuant to Section 4.1(b).
2.8 "Compensation" means those amounts included in
the definition of "Compensation" under the MESIP (except the
amount of a Participant's MIP Award) plus any amounts deferred by
the Participant under this Plan. For purposes of this Plan,
"Compensation" shall be determined without regard to the limits
of Section 401(a)(17) of the Code.
2.9 "Deferral Account" means that portion of each
Participant's Account that represents his interest in the Plan
which is credited pursuant to Section 4.1(a).
2.10 "Deferral Election" means a Participant's
election to defer a portion of his Compensation and/or his MIP
Award, which election must be made in a manner authorized by and
within an Enrollment Period established by the Administrative
Committee.
2.11 "Employee" means any common-law employee of the
Company or an Affiliate.
2.12 "Eligible Employee" means any Employee who
satisfies the criteria for participation in the Plan, as estab-
lished from time to time by the Administrative
Committee.
2.13 "Employer" means the Company, or a Participating
Company, as that term is defined in the MESIP.
2.14 "Enrollment Period" means, for any Plan Year, any
period designated by the Administrative Committee.
2.15 "MESIP" means the Coca-Cola Enterprises Inc.
Matched Employee Savings and Investment Plan, as it may be
amended from time to time.
2.16 "MIP Award" means the cash bonus payable under the
Company's Management Incentive Plan.
2.17 "Participant" means an Eligible Employee who
satisfies the requirements for participation in the Plan and
makes a Deferral Election pursuant to Section 3.2. Any Employee
who has an interest under the Plan shall also be considered a
Participant, even though such Employee is, for any particular
Plan Year, ineligible to make a Deferral Election.
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2.18 "Plan" means the Coca-Cola Enterprises Inc.
Supplemental Matched Employee Savings and Investment Plan, as
amended and restated.
2.19 "Plan Year" means the 12-month period beginning
January 1st and ending on December 31st.
2.20 "Total and Permanent Disability" shall have the
same meaning as the term "Disability" under the MESIP.
2.21 "Year of Service" shall have the same meaning as
the term "Year of Service" under the MESIP.
ARTICLE III
ELIGIBILITY
3.1 Conditions on Eligibility. An Eligible Employee
shall become a Participant in the Plan as of the date he makes an
effective Deferral Election. Notwithstanding the preceding
sentence, effective July 1, 1995, an Eligible Employee may not
participate in the Plan until he has completed one Year of
Service with the Employer.
3.2 Deferral Election.
(a) Each Participant may elect to defer any whole
percentage of his Compensation, provided, however, that the total
amount deferred by the Participant under the MESIP and this Plan
shall not exceed any maximum percentage of Compensation
established by the Administrative Committee for the Plan Year,
which maximum percentage may be changed from time to time.
Effective January 1, 1994, the total amount deferred by a
Participant under the MESIP and this Plan shall not exceed eighty
percent (80%) of his Compensation.
(b) A Participant's Deferral Election under this Plan
shall not be effective with respect to any Compensation
considered under the MESIP until the Participant has deferred the
maximum amount of Compensation permitted under the terms of, or
by operation of, the MESIP.
(c) Notwithstanding the foregoing, for the 1994 Plan
Year and Plan Years thereafter, a Deferral Election may be made
with respect to a Participant's MIP Award, irrespective of
whether he has deferred compensation under the MESIP or Compensa-
tion under this Plan; provided, such election does not exceed 80%
of the MIP Award. A Participant who desires to defer a portion
of his MIP Award must make a separate Deferral Election with
respect to such award.
3.3 Time of Election.
(a) (i) Prior to July 1, 1995, if an Employee becomes
eligible to participate in the Plan after his date of hire, he
may make a Deferral Election during the next Enrollment Period
after he becomes an Eligible Employee. If an Employee is an
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Eligible Employee on his date of hire, he may make a Deferral
Election at any time prior to the first day of the first month
for which the Compensation subject to the Deferral Election would
otherwise be earned.
(ii) Effective July 1, 1995, if an Employee becomes an
Eligible Employee after he has completed a Year of Service with
the Employer, he may make a Deferral Election during the next
Enrollment Period after he becomes an Eligible Employee. If an
Employee is an Eligible Employee on his date of hire, he may make
a Deferral Election at any time on or before the fifteenth day of
the month in which he completes one Year of Service with the
Employer, which Deferral Election shall be effective with respect
to Compensation payable on or after the first day of the month
following such one-year anniversary. However, if an Eligible
Employee fails to make his election within the period described
in the preceding sentence, he may not make a Deferral Election
until the next Enrollment Period.
(b) Notwithstanding the foregoing, an Eligible
Employee may make a Deferral Election with respect to his MIP
Award, provided such Deferral Election is made prior to each Plan
Year for which the MIP Award subject to the Deferral Election is
earned.
(c) An Eligible Employee may elect not to enroll in
the Plan, and if an Eligible Employee fails to properly enroll in
accordance with this Section 3.3 and the procedures established
by the Committee, he will be deemed to have elected not to defer
any Compensation under this Plan.
3.4 Change of Election.
(a) A Participant's most recent Deferral Election
shall remain in effect for all Plan Years subsequent to the Plan
Year for which such Deferral Election was made, until the
Participant makes a new Deferral Election. Notwithstanding the
preceding sentence, a Deferral Election made with respect to a
Participant's MIP Award shall only be effective for the one Plan
Year for which such Deferral Election was made.
(b) A Participant may increase or decrease the
percentage of Compensation subject to his Deferral Election for a
Plan Year during the applicable Enrollment Period or any other
period established by the Administrative Committee, provided,
however, such increase or decrease is made with respect to
Compensation not yet due and payable to the Participant.
(c) A Participant may, during a Plan Year, discontinue
his Deferral Election by providing notice to the Administrative
Committee prior to the commencement of the next payroll period.
In such event, Compensation earned subsequent to such notice of
discontinuance will be paid directly to the Participant and will
not be subject to his prior Deferral Election. A Participant who
elects to discontinue participation prior to or during a Plan
Year may not recommence participation in the Plan during that
same Plan Year. A Participant who has discontinued his Deferral
Election may again participate by making a Deferral Election
during the Enrollment Period for any subsequent Plan Year.
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(d) Notwithstanding the foregoing or any other
provision of the Plan to the contrary, the Administrative
Committee may, during any Plan Year, increase the amount of
Compensation subject to a Participant's Deferral Election by an
amount equal to all amounts required, under the terms of the
MESIP or under Section 401 of the Code, to be distributed to such
Participant from the MESIP during the same Plan Year.
ARTICLE IV
ACCRUAL OF BENEFITS
4.1 Participants' Accounts.
(a) Deferral Account. Each Participant's Deferral
Account shall be credited with an amount equal to the Compensa-
tion deferred by the Participant as soon as practicable after
such amount would otherwise be payable to the Participant.
(b) Company Matching Account. The Company Matching
Account of each Participant shall be credited with an amount
equal to the amount described in subparagraph (1) minus the
amount described in subparagraph (2):
(1) The amount the Company would have
contributed to such Participant's Matching Contribution
Account under the MESIP for the Plan Year as if the
amount of Compensation that the Participant elected to
defer under this Plan was instead deferred under the
MESIP; provided, however, that such matching
contributions shall only be made with respect to the
first six percent (6%) of a Participant's Compensation
subject to his Deferral Election. Notwithstanding the
foregoing, effective January 1, 1995, such matching
contributions shall be made with respect to the first
seven percent (7%) of a Participant's Compensation
subject to his Deferral Election.
(2) The amount actually contributed by the
Company to the Participant's Matching Contribution
Account under the MESIP for the Plan Year.
(c) The Deferral and Company Matching Accounts of each
Participant shall be deemed to be invested in the investment
funds (other than the Coca-Cola Stock Fund) available under the
MESIP in the same proportion as the Participant has elected to
have his account under the MESIP invested, which earnings rate
shall be credited to his Deferral Account and Company Matching
Account, as appropriate. In the event the Participant does not
participate in the MESIP, the Participant may make an election
with respect to the deemed investment of his accounts in
accordance with procedures established by the Committee. The
Administrative Committee may also make other deemed investment
funds or arrangements available to Participants.
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4.2 Vesting of Accounts. A Participant's interest in
the value of his Deferral Account and his Company Matching
Account shall be at all times one-hundred percent (100%)
nonforfeitable.
ARTICLE V
DISTRIBUTIONS
5.1 Distributions.
(a) Prior to commencement of participation in the
Plan, a Participant shall elect the manner in which payment of
his Account shall be made. Distributions under the Plan will be
made either as a single-sum payment or in a series of annual
installments over a period of at least three (3) years, not to
exceed ten (10) years. Effective January 1, 1995, a Participant
may change, at any time, his election regarding the manner of
payment of his Account; however, the new election will be
effective only if the Participant retires or terminates
employment one year or more after the date of such change. In
the event a Participant fails to make an election with respect to
the manner in which payment of his Account shall be paid,
distribution to such Participant shall be made in a single-sum
payment.
(b) A Participant's Account shall be distributed in
accordance with the Participant's distribution election as soon
as practicable after the Participant's retirement, death, Total
and Permanent Disability or other termination of employment. For
purposes of this Section 5.1(b) only, a Participant's employment
with the Company shall not be deemed to have terminated if the
Participant obtains immediate employment with The Coca-Cola
Company or any corporation or business entity in which the
Company or The Coca-Cola Company owns, directly or indirectly,
twenty-five percent (25%) or more of the voting stock or capital,
and termination from such subsequent employment shall be deemed a
termination from the Company, unless the Participant obtains
immediate reemployment with the Company.
(c) In the event of the death of a Participant prior
to distribution of the total balance of his Account, distribution
of the balance of such Account shall be made to the Participant's
Beneficiary, as determined in accordance with Section 2.4, and in
the form elected under Section 5.1(a).
(d) In the event a Participant has a financial
hardship (as determined by the Administrative Committee) at the
time the Participant becomes entitled to a distribution of his
Account, the Administrative Committee, in its sole discretion,
may accelerate payment of the Participant's Account.
ARTICLE VI
ADMINISTRATION
6.1 Plan Administration. The Plan shall be
administered by an Administrative Committee which shall consist
of at least three members appointed by the Company.
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6.2 Administrative Committee Action. Action of the
Administrative Committee may be taken with or without a meeting
of its members; provided, however, that any action shall be taken
only upon the vote or other affirmative expression of a majority
of committee members qualified to vote with respect to such
action. If a member of the Administrative Committee is a
Participant in the Plan, he shall not participate in any decision
which solely affects his own Account under the Plan.
6.3 Rights and Duties. The Administrative Committee
shall administer the Plan and shall have all powers necessary to
accomplish that purpose, including, but not limited to, the
following:
(a) to construe, interpret, and administer the Plan
with its decisions to be final and binding on all parties;
(b) to make allocations and determinations required by
the Plan, and to maintain all necessary records of the Plan,
including Participants' Accounts;
(c) to compute and certify to the Company the amount
of benefits payable to Participants or their Beneficiaries, and
to determine the time and manner in which such benefits are to be
paid.
6.4 Compensation, Indemnity, and Liability. The
Administrative Committee shall serve as such without bond and
without Compensation for services hereunder. All expenses of the
Plan and the Administrative Committee shall be paid by the
Company. No member of the Administrative Committee shall be
liable for any act or omission of any other member, nor any act
or omission on his own part, except his own willful misconduct.
The Company shall indemnify and hold harmless each member of the
Administrative Committee against any and all expenses and
liabilities, including reasonable legal fees and expenses arising
out of his membership on the Administrative Committee, except for
expenses or liabilities arising out of his own willful
misconduct.
6.5 Taxes. If all or any portion of a Participant's
Account shall become liable for the payment of any estate,
inheritance, or other tax which the Company shall be required to
pay or withhold, the Company shall have the full power and
authority to withhold and pay such tax out of any monies or other
property credited to the Account of such Participant at the time
the Account is distributable to the Participant under the terms
of the Plan.
ARTICLE VII
CLAIMS PROCEDURE
7.1 Claims for Benefits. If a Participant or
Beneficiary does not receive payment of any benefits which he
believes are due and payable under the Plan, he may make a claim
for benefits to the Administrative Committee. The claim for
7
<PAGE>
benefits must be in writing and addressed to the Administrative
Committee or to the Company. If the claim for benefits is
denied, the Administrative Committee shall notify the Participant
or Beneficiary in writing within ninety (90) days after receipt
of the claim. However, if special circumstance require an
extension of time for processing the claim, the Administrative
Committee shall provide notice of the extension to the
Participant or Beneficiary prior to the termination of the
initial ninety (90) day period, and such extension shall not
exceed one additional, consecutive ninety (90) day period. Any
notice of a denial of benefit shall inform the Participant or
Beneficiary of the basis for the denial, any additional material
or information necessary to perfect such claim, and the steps
which must be taken to have such claim reviewed.
7.2 Appeals. Each Participant or Beneficiary whose
claim for benefits has been denied may file a written request for
review of his claim with the Administrative Committee. The
request for review must be filed within sixty (60) days after the
Participant or Beneficiary received the written notice denying
his claim. The final decision of the Administrative Committee
will be made within sixty (60) days after receipt of the request
for review and shall be communicated in writing, setting forth
the basis for the Administrative Committee's decision. If there
are special circumstances which require an extension of time for
completing the review, the Administrative Committee's decision
shall be rendered not later than one-hundred twenty (120) days
after the receipt of the request for review.
ARTICLE VIII
AMENDMENT AND TERMINATION
8.1 Amendment. The Company or Administrative
Committee shall have the right to amend the Plan in whole or in
part at any time; provided, however, that no amendment shall
reduce the amounts credited to any Participant's Account as of
the effective date of such amendment. Any amendment shall be in
writing and executed by a duly authorized officer of the Company
or a majority of members of the Administrative Committee.
8.2 Termination of the Plan. The Company reserves the
right to discontinue and terminate the Plan at any time, in whole
or in part, for any reason. In the event of termination of the
Plan, the amounts credited to any Participant's Account, as of
the effective date of such termination, shall not be reduced and
shall be distributed at a time and in the manner determined by
the Administrative Committee.
ARTICLE IV
MISCELLANEOUS
9.1 Limitation on Participant's Rights. Participation
in this Plan shall not give any Participant the right to be
retained in the Company's employ or any rights or interest in
this Plan or any assets of the Company other than as herein
provided. The Company reserves the right to terminate the
8
<PAGE>
employment of any Participant without any liability for any claim
against the Company under this Plan, except to the extent
provided herein.
9.2 Benefits Unfunded. The benefits provided by this
Plan shall be unfunded. All amounts payable under the Plan to
Participants shall be paid from the general assets of the
Company, and nothing contained herein shall require the Company
to set aside or hold in trust any amounts or assets for the
purpose of paying benefits. Participants shall have the status
of general unsecured creditors of the Company with respect to
amounts of Compensation they defer under the Plan or any other
obligation of the Company to pay benefits pursuant hereto. Any
funds of the Company available to pay benefits under the Plan
shall be subject to the claims of general creditors of the
Company and may be used for any purpose by the Company.
Notwithstanding the preceding paragraph, the Company
may at any time transfer assets to a trust for purposes of paying
all or any part of its obligations under this Plan. However, to
the extent provided in the trust agreement only, such transferred
amounts shall remain subject to the claims of general creditors
of the Company. To the extent that assets are held in a trust
when a Participant's benefits under the Plan become payable, the
Administrative Committee shall direct the trustee to pay such
benefits to the Participant from the assets of the trust.
9.3 Other Plans. This Plan shall not affect the right
of any Eligible Employee or Participant to participate in and
receive benefits under any employee benefit plans which are now
or hereafter maintained by the Company, unless the terms of such
other employee benefit plan or plans specifically provide
otherwise.
9.4 Governing Law. This Plan shall be construed,
administered, and governed in all respects in accordance with
applicable federal law and, to the extent not preempted by
federal law, in accordance with the laws of the State of Georgia.
If any provisions of this instrument shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully effective.
9.5 Gender, Number, and Headings. In this Plan,
whenever the context so indicates, the singular or plural number
and the masculine, feminine, or neuter gender shall be deemed to
include the other. Headings and subheadings in this Plan are
inserted for convenience of reference only and are not considered
in the construction of the provisions hereof.
9.6 Successors and Assigns; Nonalienation of Benefits.
This Plan shall inure to the benefit of and be binding upon the
parties hereto and their successors and assigns; provided,
however, that the amounts credited to the Account of a
Participant shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution or levy of any kind, either
9
<PAGE>
voluntary or involuntary, and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of any right to any benefits payable hereunder
shall be void, including, without limitation, any assignment or
alienation in connection with a separation, divorce, child
support or similar arrangement.
IN WITNESS WHEREOF, the Company has caused this
amendment and restatement of the Plan to be executed by its duly
authorized officers this 20th day of October, 1995.
COCA-COLA ENTERPRISES INC.
RICHARD D. LARSON
By:______________________________
Title: VICE PRESIDENT, EMPLOYEE RELATIONS
LAURIE CLARK
Attest:__________________________
Title: BENEFITS PARALEGAL
10
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. Supplemental Matched
Employee Savings and Investment Plan 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>
