Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COCA-COLA ENTERPRISES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-0503352
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313
(Address of principal executive offices, including Zip Code)
COCA-COLA ENTERPRISES INC.
1995 STOCK OPTION PLAN
(Full title of the plan)
Lowry F. Kline, Esq.
General Counsel
Coca-Cola Enterprises Inc.
One Coca-Cola Plaza, N.W.
Atlanta, GA 30313
(Name and address of agent for service)
(404) 676-2100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share price fee
- ----------------------------------------------------------------------------
Coca-Cola 2,893,100 $21 3/8(1) $61,840,012.50(1) $21,324.15(1)
Enterprises Inc. shares
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.
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 pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 after the date of filing of this Registration
Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby
have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated hereby by
reference and to be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Sixth of the registrant's Restated
Certificate of Incorporation provides for the elimination of
personal monetary liabilities of directors of the registrant
for breaches of certain of their fiduciary duties to the full
extent permitted by Section 102(b)(7) of the General
Corporation Law of Delaware (the "GCL"). Section 102(b)(7) of
the GCL enables a corporation in its certificate of
incorporation to eliminate or limit the personal liability of
members of its board of directors to the corporation or its
shareholders for monetary damages for violations of a
director's fiduciary duty of care. Such a provision has no
effect on the availability of equitable remedies, such as an
injunction or rescission, for breach of fiduciary duty. In
addition, no such provision may eliminate or limit the
liability of a director for breaching his duty of loyalty,
failing to act in good faith, engaging in intentional
misconduct or knowingly violating the law, paying an unlawful
dividend or approving an illegal stock repurchase, or
obtaining an improper personal benefit.
Article Eleventh of the registrant's Restated
Certificate of Incorporation provides for indemnification of
directors and officers to the extent permitted by the GCL.
Section 145 of the GCL provides for indemnification of
directors and officers from and against expenses (including
attorney's fees), judgments, fines and amounts paid in
settlement reasonably incurred by them in connection with any
civil, criminal, administrative or investigative claim or
proceeding (including civil actions brought as derivative
actions by or in the right of the corporation but only to the
extent of expenses reasonably incurred in defending or
settling such action) in which they may become involved by
reason of being a director or officer of the corporation. The
section permits indemnification if the director 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 Inc.
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.
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change in such information in the registration statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii)
above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
B. Filings Incorporating Subsequent Exchange Act
Documents by Reference.
The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<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 17th day of April, 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, April 17, 1995
_______________________ Chief Executive
(S.K. Johnston, Jr.) Officer and a
Director (principal
executive officer)
JOHN R. ALM Senior Vice April 17, 1995
_______________________ President and Chief
(John R. Alm) Financial Officer
(principal
financial officer)
BERNICE H. WINTER Vice President and April 17, 1995
---------------------- Controller
(Bernice H. Winter) (principal
accounting officer)
* Chairman of the April 17, 1995
----------------------- Board of Directors
(M. Douglas Ivester)
* President, Chief April 17, 1995
----------------------- Operating Officer
(Henry A. Schimberg) and a Director
* Director April 17, 1995
-----------------------
(Howard G. Buffett)
* Director April 17, 1995
-----------------------
(John L. Clendenin)
* Director April 17, 1995
-----------------------
(Johnnetta B. Cole)
* Director April 17, 1995
_______________________
(T. Marshall Hahn, Jr.)
* Director April 17, 1995
_______________________
(Claus M. Halle)
* Director April 17, 1995
_______________________
(L. Phillip Humann)
* Director April 17, 1995
_______________________
(Robert A. Keller)
* Director April 17, 1995
-----------------------
(S. L. Probasco, Jr.)
* Director April 17, 1995
----------------------
(Francis A. Tarkenton)
LOWRY F. KLINE
*By:____________________
Lowry F. Kline
Attorney-in-Fact
BY-LAWS
OF
COCA-COLA ENTERPRISES INC.
As amended through April 17, 1995
<PAGE>
BY-LAWS
OF
COCA-COLA ENTERPRISES INC.
ARTICLE I
SHAREHOLDERS
Section 1. Place, Date and Time of Holding Annual
Meetings. Annual meetings of shareholders shall be held at
such place, date and time as shall be designated from time to
time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors establishing such place, date
and time, the annual meeting shall be held at 1209 Orange
Street, Wilmington, Delaware, on the second Wednesday in April
of each year at 9:00 A.M. (local time).
Section 2. Voting. Each outstanding share of common
stock of the Company is entitled to one vote on each matter
submitted to a vote. The vote for the election of directors
shall be by written ballot. Directors shall be elected by a
plurality of votes cast in the election for such directors.
All other action shall be authorized by a majority of the votes
cast unless a greater vote is required by the Certificate of
Incorporation or the laws of Delaware. A shareholder may vote
in person or by written proxy.
Section 3. Quorum. The holders of a majority of the
issued and outstanding shares of the common stock of the
Company, present in person or represented by proxy, shall
constitute a quorum at all meetings of shareholders.
Section 4. Adjournment of Meetings. In the absence of a
quorum or for any other reason, the chairman of the meeting may
adjourn the meeting from time to time. If the adjournment is
not for more than thirty days, the adjourned meeting may be
held without notice other than an announcement at the meeting.
If the adjournment is for more than thirty days, or if a new
record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record
entitled to vote at such meeting. At any such adjourned
meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting
originally called.
Section 5. Special Meetings. Special meetings of the
shareholders for any purpose or purposes may be called by the
Board of Directors, the Chairman of the Board of Directors or
the President. Special meetings shall be held at the place,
date and time fixed by the Secretary.
Section 6. Notice of Shareholders Meeting. Written
notice, stating the place, date, hour and purpose of the annual
or special meeting shall be given by the Secretary not less
than ten nor more than sixty days beforethe date of the meeting
to each shareholder entitled to vote at such meeting.
Section 7. Organization. The Chairman of the Board of
Directors shall preside at all meetings of shareholders. In
the absence of, or in case of a vacancy in the office of, the
Chairman of the Board of Directors, the President, or in his
absence any Vice President in order of seniority in time in
office, shall preside. The Secretary of the Company shall act
as secretary at all meetings of the shareholders and in the
Secretary's absence, the presiding officer may appoint a
secretary.
Section 8. Inspectors of Election. All votes by ballot
at any meeting of shareholders shall be conducted by such
number of inspectors of election as are appointed for that
purpose by either the Board of Directors or by the chairman of
the meeting. The inspectors of election shall decide upon the
qualifications of voters, count the votes and declare the
results.
Section 9. Record Date. The Board of Directors, in order
to determine the shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribu-
tion or allotment of any rights or entitled to exercise any
rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, shall fix
in advance a record date which shall not be more than sixty nor
less than ten days before the date of such meeting, nor more
than sixty days prior to any other action and in such case only
such shareholders as shall be shareholders of record on the
date so fixed, shall be entitled to such notice of or to vote
at such meeting or any adjournment thereof, or be entitled to
receive payment of any such dividend or other distribution or
allotment of any rights or be entitled to exercise any such
rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Company after any such record date
fixed as aforesaid.
Section 10. Notice of Shareholder Proposals. (a) At any
annual meeting of the shareholders, only such business shall be
conducted as shall have been brought before the meeting (i) by
or at the direction of the Board of Directors or (ii) by any
shareholder of the Company who complies with the notice pro-
cedures set forth in this Section 10(a) provided, in each case,
that such business proposed to be conducted is, under the law,
an appropriate subject for shareholder action. For business to
be properly brought before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof in
writing to the Secretary of the Company. To be timely, a
shareholder's notice must be delivered to or mailed and re-
ceived at the principal executive offices of the Company not
less than 30 days nor more than 60 days prior to the meeting;
provided, however, that in the event that less than 40 days'
prior public disclosure of the date of the meeting is given or
made by the Company, notice by the shareholder to be timely
must be received not later than the close of business on the
10th day following the day on which such public disclosure was
made. A shareholder's notice to the Secretary shall set forth
as to each matter such shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name
and address, as they appear on the Company's books, of the
shareholder proposing such business, (iii) the class and number
of shares of the Company which are beneficially owned by such
shareholder and (iv) any material interest of such shareholder
in such business. The Chairman of an annual meeting may, if
the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in
accordance with the provisions of this Section 10(a) and, if he
should so determine, he shall so declare to the meeting and any
such business so determined to be not properly brought before
the meeting shall not be transacted.
(b) Only persons who are nominated in accordance with the
procedures set forth in the By-Laws shall be eligible for
election as directors. Nominations of persons for election to
the Board of Directors of the Company may be made at a meeting
of shareholders (i) by or at the direction of the Board of
Directors or (ii) by any shareholder of the Company entitled to
vote for the election of directors at the meeting who complies
with the notice procedures set forth in this Section 10(b).
Such nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the Company. To be
timely, a shareholder's notice shall be delivered to or mailed
and received at the principal executive offices of the Company
not less than 30 days nor more than 60 days prior to the
meeting; provided, however, that in the event that less than 40
days' prior disclosure of the date of the meeting is given or
made by the Company, notice by the shareholder to be timely
must be so received not later than the close of business on the
10th day following the day on which such public disclosure was
made. Such shareholder's notice shall set forth (i) as to each
person whom such shareholder proposes to nominate for election
or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); and (ii) as
to the shareholder giving the notice (x) the name and address,
as they appear on the Company's books, of such shareholder and
(y) the class and number of shares of the Company which are
beneficially owned by such shareholder. At the request of the
Board of Directors any person nominated by the Board of Direc-
tors for election as a director shall furnish to the Secretary
of the Company that information required to be set forth in the
shareholder's notice of nomination which pertains to the
nominee. No person shall be eligible for election as a direc-
tor of the Company unless nominated in accordance with the
procedures set forth in the By-Laws. The Chairman of the
meeting may, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the
procedures prescribed by the By-Laws and, if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
ARTICLE II
DIRECTORS
Section 1. Number of Directors. The whole Board of
Directors shall consist of not less than three (3) nor more
than twenty (20) members, the exact number to be set from time
to time by the Board of Directors. No decrease in the number
of directors shall shorten the term of any incumbent director.
In absence of the Board of Directors setting the number of
directors, the number shall be 12.
Section 2. Regular Meetings. Regular meetings of the
Board of Directors shall be held at such times as the Board of
Directors may determine from time to time.
Section 3. Special Meetings. Special meetings of the
Board of Directors may be called by the Chairman of the Board
of Directors, the President, the Secretary or by a majority of
the directors by written request to the Secretary.
Section 4. Notice of Meetings. The Chairman, a Vice
Chairman or the Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least three
days before each meeting or by telegraphing or telephoning the
directors not later than one day before the meeting. The
notice shall state the time, date and place of the meeting,
which shall be determined by the Chairman of the Board of
Directors, or, in absence of the Chairman, by the Secretary of
the Company, unless otherwise determined by the Board of Dire-
ctors.
Section 5. Quorum and Voting. A majority of the direc-
tors holding office shall constitute a quorum for the trans-
action of business. Except as otherwise specifically required
by Delaware law or by the Certificate of Incorporation of the
Company or by these By-Laws, any action required to be taken
shall be authorized by a majority of the directors present at
any meeting at which a quorum is present.
Section 6. General Powers of Directors. The business and
affairs of the Company shall be managed under the direction of
the Board of Directors.
Section 7. Chairman. The Board of Directors may appoint
a Chairman of the Board of Directors, who shall preside as
chairman of all meetings of the directors and all meetings of
the shareholders of the Company, and who shall perform such
other duties as may be assigned from time to time by the Board
of Directors. The Board of Directors may also appoint one or
more Vice Chairmen, who shall perform such duties as may be
assigned from time to time by the Board of Directors. In the
absence of, or in the case of a vacancy in the office of, the
Chairman of the Board of Directors, the Vice Chairman shall
preside. If there is more than one Vice Chairman, the Vice
Chairman who is also an officer, or, if each is an officer, the
Vice Chairman who is the senior officer, shall preside. In the
absence of, or, in the case of vacancies in the offices of,
Chairman and Vice Chairman of the Board of Directors, a
chairman selected by the Chairman of the Board of Directors, or
if he fails to do so, by the directors, shall preside.
Section 8. Compensation of Directors. Directors and
members of any committee of the Board of Directors shall be
entitled to such reasonable compensation and fees for their
services as shall be fixed from time to time by resolution of
the Board of Directors and shall also be entitled to
reimbursement for any reasonable expenses incurred in attending
meetings of the Board of Directors and any committee thereof,
except that a Director who is an officer or employee of the
Company shall receive no compensation or fees for serving as a
Director or a committee member.
Section 9. Qualification of Directors. Each person who
shall attain the age of 70 shall not thereafter be eligible for
nomination or renomination as a member of the Board of Direc-
tors.
Section 10. Resignation of Directors Who Cease to be
Officers of the Company. Any director who was an officer of
the Company at the time of his or her election or most recent
reelection shall resign as a member of the Board of Directors
simultaneously when he or she ceases to be an officer of the
Company.
ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
Section 1. Committees of the Board of Directors. The
Board of Directors shall designate an Executive Committee, an
Audit Committee, a Compensation Committee, a Committee on
Directors, a Public Issues Review Committee, and a Retirement
Plan Review Committee, each of which shall have and may
exercise the powers and authority of the Board of Directors to
the extent hereinafter provided. The Board of Directors may
designate one or more additional committees of the Board of
Directors with such powers as shall be specified in the
resolution of the Board of Directors. Each committee shall
consist of such number of directors as shall be determined from
time to time by resolution of the Board of Directors. In the
absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such
absent or disqualified member.
All actions of the Board of Directors designating commit-
tees, or electing or removing members of such committees, shall
be taken by a resolution passed by a majority of the whole
Board.
Each committee shall keep regular minutes of its meetings.
All action taken by a committee shall be reported to the Board
of Directors at its meeting next succeeding such action and
shall be subject to approval and revision by the Board,
provided that no legal rights of third parties shall be
affected by such revisions
Section 2. Election of Committee Members. The members of
each committee shall be elected by the Board of Directors and
shall serve until the first meeting of the Board of Directors
after the annual meeting of shareholders and until their
successors are elected and qualified or until the members'
earlier resignation or removal. The Board of Directors may
designate the Chairman of each committee. Vacancies may be
filled by the Board of Directors at any meeting.
Section 3. Procedure/Quorum/Notice. The Chairman, Vice
Chairman or a majority of any committee may call a meeting of
that committee. A quorum of any committee shall consist of a
majority of its members unless otherwise provided by resolution
of the Board of Directors. The majority vote of a quorum shall
be required for the transaction of business. The secretary of
the committee or the chairman of the committee shall give
notice of all meetings of the committee by mailing the notice
to the members of the committee at least three days before
each meeting or by telegraphing or telephoning the members not
later than one day before the meeting. The notice shall state
the time, date and place of the meeting. Each committee shall
fix its other rules of procedure.
Section 4. Executive Committee. During the interval
between meetings of the Board of Directors, the Executive
Committee shall have and may exercise all the powers and
authority of the Board of Directors, to act upon any matters
which, in the opinion of the Chairman of the Board, should not
be postponed until the next previously scheduled meeting of the
Board of Directors; but, to the extent prohibited by law, shall
not have the power or authority of the Board of Directors in
reference to amending the Certificate of Incorporation of the
Company (except that the Committee may, to the extent
authorized in the resolutions providing for the issuance of
shares of stock adopted by the Board of Directors fix the
designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any
distribution of assets of the Company or the conversion into,
or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class
or classes of stock of the Company or fix the number of shares
of any series of stock or authorize the increase or decrease of
the shares of any series), adopting an agreement of merger or
consolidation for the Company, recommending to the shareholders
of the Company the sale, lease or exchange of all or
substantially all of the Company's property and assets,
recommending to the shareholders a dissolution of the Company
or a revocation of a dissolution, or amending the By-Laws of
the Company. The Executive Committee shall have the power and
authority to authorize the issuance or sale of the capital
stock of the Company.
Section 5. Audit Committee. The Audit Committee shall
have the power to recommend to the Board of Directors the
selection and engagement of independent accountants to audit
the books and accounts of the Company and the discharge of the
independent accountants. The Audit Committee shall review the
scope of the audits as recommended by the independent accoun-
tants, the scope of the internal auditing procedures of the
Company and the system of internal accounting controls and
shall review the reports to the Audit Committee of the inde-
pendent accountants and the internal auditors.
Section 6. Compensation Committee. The Compensation
Committee shall have the powers and authorities vested in it by
the incentive, stock option and similar plans of the Company.
The Compensation Committee shall have the power to approve,
disapprove, modify or amend all plans designed and intended to
provide compensation primarily for officers of the Company.
The Compensation Committee shall review, fix and determine from
time to time the salaries and other remunerations of all
officers of the Company.
Section 7. Committee on Directors. The Committee on
Directors shall have the power to recommend candidates for
election to the Board of Directors and shall consider nominees
for directorships submitted by shareholders. The Committee on
Directors shall consider issues involving potential conflicts
of interest of directors and committee members and recommend
and review all matters relating to fees and retainers paid to
directors, committee members and committee chairmen.
Section 8. Public Issues Review Committee. The Public
Issues Review Committee shall have the power to review Company
policy and practice relating to significant public issues of
concern to the shareholders, the Company, the business
community and the general public. The Committee may also
review management's position on shareholder proposals involving
issues of public interest to be presented at annual or special
meetings of shareholders.
Section 9. Retirement Plan Review Committee. The
Retirement Plan Review Committee shall have the power to review
the administration of all employee retirement plans for the
Company and the financial condition of all trusts and other
funds established pursuant to such plans. The Retirement Plan
Review Committee shall also have the power to recommend to the
Board of Directors the adoption or amendment of any employee
retirement plan of the Company.
ARTICLE IV
NOTICE AND WAIVER OF NOTICE
Section 1. Notice. Any notice required to be given to
shareholders or directors under these By-Laws, the Certificate
of Incorporation or by law may be given by mailing the same,
addressed to the person entitled thereto, at such person's last
known post office address and such notice shall be deemed to be
given at the time of such mailing.
Section 2. Waiver of Notice. Whenever any notice is
required to be given under these By-Laws, the Certificate of
Incorporation or by law, a waiver thereof, signed by the person
entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the ex-
press purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be trans-
acted at, nor the purpose of any regular or special meeting of
the shareholders, directors or a committee of directors need be
specified in any written waiver of notice.
ARTICLE V
OFFICERS
Section 1. Officers of the Company. The officers of the
Company shall be selected by the Board of Directors and shall
be a President, one or more Vice Presidents, a Secretary and a
Treasurer. The Board of Directors may elect a Controller and
one or more of the following: Senior Executive Vice President,
Executive Vice President, Senior Vice President, Assistant Vice
President, Assistant Secretary, Associate Treasurer, Assistant
Treasurer, Associate Controller and Assistant Controller. Two
or more offices may be held by the same person.
The Company may have a Chief Executive Officer who shall
be appointed by the Board of Directors and who, subject to the
overall direction and supervision of the Board of Directors and
Committees thereof, shall be in general charge of the affairs
of the Company and shall consult with and advise the Board of
Directors and committees thereof on the business and the
affairs of the Company.
The Company may have a Chief Operating Officer who shall
be appointed by the Board of Directors and who, subject to the
overall direction and supervision of the Chief Executive
Officer, shall be in general charge, control and supervision
over the administration and operations of the Company and shall
have such other duties and powers as may be imposed or given by
the Board of Directors.
The Company may have a General Counsel who shall be
appointed by the Board of Directors and shall have general
supervision of all matters of a legal nature concerning the
Company, unless the Board of Directors has also appointed a
General Tax Counsel, in which event the General Tax Counsel
shall have general supervision of all tax matters of a legal
nature concerning the Company.
The Company may have a Chief Financial Officer who shall
be appointed by the Board of Directors and shall have general
supervision over the financial affairs of the Company. The
Company may also have a Director of Internal Audit who shall be
appointed by the Board of Directors.
Section 2. Election of Officers. At the first meeting of
the Board of Directors after each annual meeting of share-
holders, the Board of Directors shall elect the officers. From
time to time the Board of Directors may elect other officers.
Section 3. Tenure of Office; Removal. Each officer shall
hold office until the first meeting of the Board of Directors
after the annual meeting of shareholders following the
officer's election and until the officer's successor is elected
and qualified or until the officer's earlier resignation or
removal. Each officer shall be subject to removal at any time,
with or without cause, by the affirmative vote of a majority of
the entire Board of Directors.
Section 4. President. The President shall have such
powers and perform such duties as may be assigned by the Board
of Directors or by the Chairman of the Board of Directors. In
the absence or disability of the President, his or her duties
shall be performed by such Vice Presidents as the Chairman of
the Board of Directors or the Board of Directors may designate.
The President shall have the power to make and execute
contracts on the Company's behalf and to delegate such power to
others.
Section 5. Vice Presidents. Each Vice President shall
have such powers and perform such duties as may be assigned to
the Vice President by the Board of Directors or the President.
Each Vice President shall have the power to make and execute
contracts on the Company's behalf.
Section 6. Assistant Vice Presidents. An Assistant Vice
President shall perform such duties as may be assigned to him
by the Board of Directors, the President or any Vice President.
Section 7. Secretary. The Secretary shall keep minutes
of all meetings of the shareholders and of the Board of
Directors, and shall keep, or cause to be kept, minutes of all
meetings of Committees of the Board of Directors, except where
such responsibility is otherwise fixed by the Board of
Directors. The Secretary shall issue all notices for meetings
of the shareholders and Board of Directors and shall have
charge of and keep the seal of the Company and shall affix the
seal attested by the Secretary's signature to such instruments
or other documents as may properly require same. The Secretary
shall cause to be kept such books and records as the Board of
Directors, the Chairman of the Board of Directors or the
President may require; and shall cause to be prepared, re-
corded, transferred, issued, sealed and cancelled certificates
of stock as required by the transactions of the Company and its
shareholders. The Secretary shall attend to such correspond-
ence and such other duties as may be incident to the office of
the Secretary or assigned to him by the Board of Directors or
the President.
In the absence of the Secretary, an Assistant Secretary is
authorized to assume the duties herein imposed upon the Secre-
tary and any Assistant Secretary or other duly authorized
officer may affix the seal of the Company to such instruments
or other documents as may require the same.
Section 8. Treasurer. The Treasurer shall perform all
duties and acts incident to the position of Treasurer, shall
have custody of the Company funds and securities, and shall
deposit all money and other valuable effects in the name and to
the credit of the Company in such depositories as may be
designated by the Board of Directors. The Treasurer shall
disburse the funds of the Company as may be authorized, taking
proper vouchers for such disbursements, and shall render to the
Board of Directors, whenever required, an account of all the
transactions of the Treasurer and of the financial condition of
the Company. The Treasurer shall vote all of the stock owned
by the Company in any corporation and may delegate that power
to others. The Treasurer shall perform such other duties as
may be assigned to the Treasurer by the Board of Directors, the
President or the Chief Financial Officer and shall report to
the Chief Financial Officer or, in the absence of the Chief
Financial Officer, to the President.
In the absence of the Treasurer, an Assistant Treasurer is
authorized to assume the duties herein imposed upon the Trea-
surer.
Section 9. Controller. The Controller shall keep or
cause to be kept in the books of the Company provided for that
purpose a true account of all transactions and of the assets
and liabilities of the Company. The Controller shall prepare
and submit to the Chief Financial Officer or, in the absence of
the Chief Financial Officer, to the President, such financial
statements and schedules as may be required to keep the
Chairman of the Board of Directors, the President and the Chief
Financial Officer currently informed of the operations and
financial condition of the Company, and perform such other
duties as may be assigned by the Chief Financial Officer, or
the President.
In the absence of the Controller, an Assistant Controller
is authorized to assume the duties herein imposed upon the
Controller.
Section 10. Director of Internal Audit. The Director of
Internal Audit shall cause to be performed, and have general
supervision over, auditing activities of the financial transac-
tions of the Company, including the coordination of such
auditing activities with the independent accountants of the
Company and shall perform such other duties as may be assigned
to him from time to time. The Director of Internal Audit shall
report to the Chief Executive Officer or, in the absence of the
Chief Executive Officer, to the President. From time to time
at the request of the Audit Committee, the Director of Internal
Audit shall inform that Committee of the auditing activities of
the Company.
ARTICLE VI
RESIGNATIONS; FILLING OF VACANCIES
Section 1. Resignations. Any director, member of a
committee, or officer may resign at any time. Such resignation
shall be made in writing and shall take effect at the time
specified therein, and, if no time be specified, at the time of
its receipt by the Chairman of the Board of Directors or the
Secretary. The acceptance of a resignation shall not be
necessary to make it effective.
Section 2. Filling of Vacancies. If the office of any
director becomes vacant, the directors then in office, although
less than a quorum, or, if the number of directors is in-
creased, the directors then in office, may elect any qualified
person to fill such vacancy. In the case of a vacancy in the
office of a director caused by an increase in the number of
directors, the person so elected shall hold office until the
next annual meeting of shareholders, or until his successor
shall be elected and qualified. In the case of a vacancy in
the office of a director resulting otherwise than from an
increase in the number of directors, the person so elected to
fill such vacancy shall hold office for the unexpired term of
the director whose office became vacant. If the office of any
officer becomes vacant, the Chairman of the Board of Directors
may appoint any qualified person to fill such vacancy tempo-
rarily until the Board of Directors elects any qualified person
for the unexpired portion of the term. Such person shall hold
office for the unexpired term and until the officer's successor
shall be duly elected and qualified or until the officer's
earlier resignation or removal.
ARTICLE VII
CAPITAL STOCK
Section 1. Form and Execution of Certificates. The
certificates of shares of the capital stock of the Company
shall be in such form as shall be approved by the Board of
Directors. The certificates shall be signed by the Chairman of
the Board of Directors or the President, or a Vice President,
and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer. Each certificate of stock shall
certify the number of shares owned by the shareholder in the
Company.
A facsimile of the seal of the Company may be used in
connection with the certificates of stock of the Company, and
facsimile signatures of the officers named in this Section may
be used in connection with said certificates. In the event any
officer whose facsimile signature has been placed upon a certi-
ficate shall cease to be such officer before the certificate is
issued, the certificate may be issued with the same effect as
if such person were an officer at the date of issue.
Section 2. Record Ownerships. All certificates shall be
numbered appropriately and the names of the owners, the number
of shares and the date of issue shall be entered in the books
of the Company. The Company shall be entitled to treat the
holder of record of any share of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in any share on the
part of any other person, whether or not it shall have express
or other notice thereof, except as required by the laws of
Delaware.
Section 3. Transfer of Shares. Upon surrender to the
Company or to a transfer agent of the Company of a certificate
for shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, it shall be
the duty of the Company, if it is satisfied that all provisions
of law regarding transfers of shares have been duly complied
with, to issue a new certificate to the person entitled there-
to, cancel the old certificate and record the transaction upon
its books.
Section 4. Lost, Stolen or Destroyed Stock Certificates.
Any person claiming a stock certificate in lieu of one lost,
stolen or destroyed shall give the Company an affidavit as to
such person's ownership of the certificate and of the facts
which prove that it was lost, stolen or destroyed. The person
shall also, if required by the Treasurer or Secretary of the
Company, deliver to the Company a bond, sufficient to indemnify
the Company against any claims that may be made against it on
account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate. Any Vice
President or the Secretary or any Assistant Secretary of the
Company is authorized to issue such duplicate certificates or
to authorize any of the transfer agents and registrars to issue
and register such duplicate certificates.
Section 5. Regulations. The Board of Directors from time
to time may make such rules and regulations as it may deem
expedient concerning the issue, transfer and registration of
shares.
Section 6. Transfer Agent and Registrar. The Board of
Directors may appoint such transfer agents and registrars of
transfers as it may deem necessary, and may require all stock
certificates to bear the signature of either or both.
ARTICLE VIII
SEAL
The Board of Directors shall provide a suitable seal
containing the name of the Company, the year "1986", and the
words, "CORPORATE SEAL, DELAWARE," or other appropriate words.
The Secretary shall have custody of the seal.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Company for each year shall end on
December 31 in each year or shall end on such other date as may
be determined by the Audit Committee from time to time.
ARTICLE X
AMENDMENTS
Section 1. Directors may Amend By-Laws. The Board of
Directors shall have the power to make, amend and repeal the
By-Laws of the Company at any regular or special meeting of the
Board of Directors.
Section 2. By-Laws Subject to Amendment by Shareholders.
All By-Laws shall be subject to amendment, alteration, or
repeal by the shareholders entitled to vote at any annual
meeting or at any special meeting.
ARTICLE XI
EMERGENCY BY-LAWS
Section 1. Emergency By-Laws. This Article XI shall be
operative during any emergency resulting from an attack on the
United States or on a locality in which the Company conducts
its business or customarily holds meetings of its Board of
Directors or its shareholders, or during any nuclear or atomic
disaster or during the existence of any catastrophe or other
similar emergency condition, as a result of which a quorum of
the Board of Directors or the Executive Committee thereof
cannot be readily convened (an "emergency"), notwithstanding
any different or conflicting provision in the preceding
Articles of these By-Laws or in the Certificate of
Incorporation of the Company. To the extent not inconsistent
with the provisions of this Article, the By-Laws provided in
the preceding Articles and the provisions of the Certificate of
Incorporation of the Company shall remain in effect during such
emergency, and upon termination of such emergency, the
provisions of this Article XI shall cease to be operative.
Section 2. Meetings. During any emergency, a meeting of
the Board of Directors, or any committee thereof, may be called
by any officer or director of the Company. Notice of the time
and place of the meeting shall be given by any available means
of communication by the person calling the meeting to such of
the directors and/or Designated Officers, as defined in
Section 3 hereof, as it may be feasible to reach. Such notice
shall be given at such time in advance of the meeting as, in
the judgment of the person calling the meeting, circumstances
permit.
Section 3. Quorum. At any meeting of the Board of
Directors, or any committee thereof, called in accordance with
Section 2 of this Article XI, the presence or participation of
two directors, one director and a Designated Officer or two
Designated Officers shall constitute a quorum for the
transaction of business.
The Board of Directors or the committees thereof, as the
case may be, shall, from time to time but in any event prior to
such time or times as an emergency may have occurred, designate
the officers of the Company in a numbered list (the "Designated
Officers") who shall be deemed, in the order in which they
appear on such list, directors of the Company for purposes of
obtaining a quorum during an emergency, if a quorum of
directors cannot otherwise be obtained.
Section 4. By-Laws. At any meeting called in accordance
with Section 2 of this Article XI, the Board of Directors or
the committees thereof, as the case may be, may modify, amend
or add to the provisions of this Article XI so as to make any
provision that may be practical or necessary for the
circumstances of the emergency.
Section 5. Liability. No officer, director or employee
of the Company acting in accordance with the provisions of this
Article XI shall be liable except for willful misconduct.
Section 6. Repeal or Change. The provisions of this
Article XI shall be subject to repeal or change by further
action of the Board of Directors or by action of the share-
holders, but no such repeal or change shall modify the
provisions of Section 5 of this Article XI with regard to
action taken prior to the time of such repeal or change.
EXHIBIT 5
23.2
April 17, 1995
Coca-Cola Enterprises Inc.
One Coca-Cola Plaza, N.W.
Atlanta, GA 30313
Re: Form S-8 Registration Statement of Coca-Cola Enterprises Inc.;
Registration of 2,893,100 Shares of Common Stock, $1 par value,
under the Coca-Cola Enterprises Inc. 1995 Stock Option Plan
Ladies and Gentlemen:
I am the General Counsel for Coca-Cola Enterprises Inc., a Delaware
corporation (the "Company"), and have acted as counsel to the Company
in connection with the execution and filing of the Company's
Registration Statement on Form S-8, filed with the Securities and
Exchange Commission on the date hereof (the "Registration Statement"),
providing for the registration of 2,893,100 shares of Common Stock, $1
par value per share, of the Company (the "Shares"), issuable by the
Company in connection with the Coca-Cola Enterprises Inc. 1995 Stock
Option Plan (the "Plan"), pursuant to which certain officers and key
employees of the Company may from time to time be awarded Shares. I am
rendering this opinion to you pursuant to Item 601(b)(5) of Regulation
S-K.
As counsel for the Company, I am generally familiar with the corporate
affairs of the Company and its subsidiaries and the terms of the Plan.
In furnishing this opinion, I have examined such corporate and other
records as I have deemed necessary or appropriate to provide a basis
for the opinion set forth below. This opinion is given as of the date
hereof and is based upon facts and conditions presently known and laws
and regulations presently in effect.
On the basis of the foregoing, I am of the opinion that the Shares,
when issued in accordance with the Plan, will be legally issued, fully
paid and nonassessable shares of Common Stock of the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LOWRY F. KLINE
Lowry F. Kline
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Coca-Cola
Enterprises Inc. 1995 Stock Option Plan of our report dated
January 30, 1995, with respect to the consolidated financial
statements and schedule of Coca-Cola Enterprises Inc. included
and/or incorporated by reference in Coca-Cola Enterprises
Inc.'s Annual Report (Form 10-K) for the year ended December
31, 1994, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
April 14, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, M. DOUGLAS
IVESTER, a Director of Coca-Cola Enterprises Inc. (the "Company"),
do hereby appoint Summerfield K. Johnston, Jr., Vice Chairman and
Chief Executive Officer of the Company, 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: 1995 Stock Option Plan, 1995 Restricted Stock Award Plan,
Matched Employee Savings Investment Plan, and Supplemental Savings
Investment Plan, 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 ____
day of April, 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: 1995 Stock Option Plan,
1995 Restricted Stock Award Plan, Matched Employee Savings
Investment Plan, and Supplemental Savings Investment Plan, 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 ____
day of April, 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: 1995 Stock Option Plan, 1995 Restricted Stock Award Plan,
Matched Employee Savings Investment Plan, and Supplemental Savings
Investment Plan, 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 17th
day of April, 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: 1995 Stock Option Plan,
1995 Restricted Stock Award Plan, Matched Employee Savings
Investment Plan, and Supplemental Savings Investment Plan, 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 17th
day of April, 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: 1995 Stock Option Plan, 1995 Restricted Stock Award Plan,
Matched Employee Savings Investment Plan, and Supplemental Savings
Investment Plan, 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 17th
day of April, 1995.
JOHNNETTA B. COLE
____________________________________
Johnnetta B. Cole, Director,
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, T. MARSHALL HAHN,
JR., a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Vice Chairman and
Chief Executive Officer of the Company, 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: 1995 Stock Option Plan, 1995 Restricted Stock Award Plan,
Matched Employee Savings Investment Plan, and Supplemental Savings
Investment Plan, 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 17th
day of April, 1995.
T. MARSHALL HAHN
____________________________________
T. Marshall Hahn, Jr., Director,
Coca-Cola Enterprises Inc.
<PAGE> POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, CLAUS M. HALLE,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Vice Chairman and Chief
Executive Officer of the Company, 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: 1995 Stock Option Plan, 1995 Restricted Stock Award Plan,
Matched Employee Savings Investment Plan, and Supplemental Savings
Investment Plan, 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 17th
day of April, 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: 1995 Stock Option Plan, 1995 Restricted Stock Award Plan,
Matched Employee Savings Investment Plan, and Supplemental Savings
Investment Plan, 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 17th
day of April, 1995.
L. PHILLIP HUMANN
____________________________________
L. Phillip Humann, 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: 1995 Stock Option Plan, 1995 Restricted Stock Award Plan,
Matched Employee Savings Investment Plan, and Supplemental Savings
Investment Plan, 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 17th
day of April, 1995.
ROBERT A. KELLER
____________________________________
Robert A. Keller, Director,
Coca-Cola Enterprises Inc.
<PAGE> POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, S. L. PROBASCO,
JR., a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Vice Chairman and
Chief Executive Officer of the Company, 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: 1995 Stock Option Plan, 1995 Restricted Stock Award Plan,
Matched Employee Savings Investment Plan, and Supplemental Savings
Investment Plan, 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 17th
day of April, 1995.
S. L. PROBASCO, JR.
____________________________________
S. L. Probasco, Jr., Director,
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, 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: 1995 Stock Option Plan,
1995 Restricted Stock Award Plan, Matched Employee Savings
Investment Plan, and Supplemental Savings Investment Plan, 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 17th
day of April, 1995.
FRANCIS A. TARKENTON
____________________________________
Francis A. Tarkenton, Director,
Coca-Cola Enterprises Inc.
COCA-COLA ENTERPRISES INC.
1995 STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of the 1995 Stock Option Plan (the "Plan") is to advance the
interest of Coca-Cola Enterprises Inc. (the "Company") and its Subsidiaries (as
defined in Section 4) by encouraging and enabling the acquisition of a financial
interest in the Company by officers and other key employees through grants of
stock options ("Options").
SECTION 2. ADMINISTRATION
The Plan shall be administered by a Compensation Committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
from among its members and shall be comprised of not fewer than two members who
shall be "disinterested directors" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, and "outside directors" within the
meaning of Section 162(m) and the regulations thereunder (including the
transition rules of Proposed Treasury Regulation Section 1.162-27) of the
Internal Revenue Code of 1986, as amended.
The Committee shall determine the persons to whom and the times at which
Options will be granted, the number of shares to be subject to each Option, the
duration of each Option, the times within which the Option may be exercised, the
cancellation of the Option (with the consent of the holder thereof) and the
other conditions of the grant of an Option. The Committee, however, may
delegate, from time to time, to the Chief Executive Officer the authority to
make Awards under the Plan or to extend the period for exercise of Options
awarded under the Plan for optionees who are not directors of the Company,
unless such delegation would jeopardize for any optionee the benefit of Rule
16b-3 under the Securities Exchange Act of 1934, as amended, or Section 162(m)
or regulations thereunder of the Internal Revenue Code of 1986, as amended. The
conditions of the grants of Options need not be the same with respect to each
optionee or with respect to each Option.
The Committee may, subject to the provisions of the Plan, establish such
rules and regulations for the proper administration of the Plan, may make
interpretations and take other action in relation to the Plan as it deems
necessary or advisable. Each interpretation or other action made or taken
pursuant to the Plan shall be final and conclusive for all purposes and upon all
persons including, but without limitation, the Company, its Subsidiaries, the
Committee, the Board, the affected optionees, and their respective successors in
interest.
In addition, to such other rights of indemnification as they have as
directors or as members of the Committee, the members of the Committee shall
be indemnified by the Company against reasonable expenses (including, without
limitation, attorneys' fees) incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal, to which they or
any of them may be a party by reason of any action taken or failure to act in
connection with the Plan or any Option granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
to the extent required by and in the manner provided by the Certificate of
Incorporation or Bylaws of the Company relating to indemnification of directors)
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such Committee member or members did not
act in good faith and in a manner he, she or they reasonably believed to be in
or not opposed to the best interest of the Company.
SECTION 3. STOCK
The stock to be issued under the Plan shall be shares of common stock, $1
par value, of the Company (the "Stock"). The Stock shall be made available from
authorized and unissued Stock or from shares of Stock held by the Company in its
treasury. The total number of shares of Stock that may be issued under the Plan
pursuant to Options granted hereunder may not exceed 2,893,100 shares. Stock
subject to any unexercised portion of an Option which expires or is canceled,
surrendered or terminated for any reason may again be subject to Options granted
under the Plan. Stock received in payment upon the exercise of an Option may not
be the subject of a subsequent Option.
SECTION 4. ELIGIBILITY
Options may be granted to executive officers, other persons in the senior
executive band, and in the executive band, branch managers, sales center
managers, and other officers and management employees (including non-employee
officers) of the Company and its Subsidiaries who are employed in a position
determined by the Committee to be eligible to participate in the Plan on the
date on which any grant is made.
"Subsidiary" shall mean any corporation or other business organization in
which the Company owns, directly or indirectly, 25% or more of the voting stock
or capital at the time of the granting of such Option.
No person shall be granted the right to acquire pursuant to Options granted
under the Plan more than 15% of the aggregate number of shares of Stock
originally authorized for issuance under the Plan.
SECTION 5. AWARDS OF OPTIONS
(a) Option Price. The option price shall be 100% or more of the fair
market value of the Stock on the date of grant.
(b) Payment. The option price shall be paid in full at the time of
exercise. No shares shall be issued until full payment has been received
therefor. Payment may be made in cash or, with the prior approval of and upon
the conditions established by the Committee, by delivery of shares of Stock
owned by the optionee.
(c) Value. The fair market value of shares of Stock shall be computed on
the basis of the average of the high and low market prices at which a share of
Stock shall have been sold on the date for which the valuation is made, or on
the next preceding trading day if such date was not a trading day, as reported
on the New York Stock Exchange Composite Transactions listing, or as otherwise
determined by the Committee.
(d) Withholding. The Company and its Subsidiaries shall, to the extent
permitted by law, have the right to deduct from any payment of any kind
otherwise due to the recipient the amount of any federal, state or local taxes
required by law to be withheld with respect to the Stock subject to such Award.
(e) Duration of Options. Subject to the provisions of Section 9, the
duration of Options shall be 10 years from date of grant.
(f) Time Period for Exercise of Options. Subject to the provisions of
Section 9, no Option shall be exercisable, in whole or in part, for a period of
six months after the date on which the Option is granted or, if later, six
months after the date of approval of the Plan by share owners. Thereafter, it
shall be exercisable (i) within such time periods as established by the
Committee on the date of grant, or (ii) in the absence of Committee-established
time periods, (A) to the extent of one-third of the total number of shares
subject to the Option after 12 months following the date on which the Option is
granted, (B) to the extent of an additional one-third of the total number of
shares subject to the Option after 24 months following the date on which the
Option is granted; and (C) in full after 36 months following the date on which
the Option is granted.
(g) Other Terms and Conditions. Options may contain such other provisions,
not inconsistent with the provisions of the Plan, as the Committee shall
determine appropriate from time to time. The grant of an Option to any officer
or employee shall not affect in any way the right of the Company and any
Subsidiary to terminate the relationship between the Company and the optionee.
SECTION 6. REPLACEMENT
The Committee from time to time may permit an optionee under the Plan to
surrender for cancellation any unexercised outstanding stock option or stock
appreciation rights of the Company and receive in exchange from the Company
either shares of Stock, an option for such number of shares of Stock, or both,
in amounts and with features as designated by the Committee.
SECTION 7. EXTENSION OF THE TERMS OF OPTIONS
The Committee may extend the duration of any Option for a period not to
exceed one year without changing the option price and on such other terms and
conditions as the Committee may deem advisable.
SECTION 8. NONTRANSFERABILITY OF OPTION
No Option granted pursuant to the Plan shall be transferable otherwise than
by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986, as
amended, or Title 1 of the Employee Retirement Income Security Act or the rules
thereunder. Certificate(s) representing the shares of Stock issued upon exercise
of an Option shall be issued only in the name of the optionee or in the name of
such optionee's duly authorized representative. With the exception of any Option
transferred pursuant to a qualified domestic relations order, Options shall be
exercisable, during the lifetime of an optionee, only by the optionee personally
or by the optionee's legal representative. With respect to any Option
transferred pursuant to a qualified domestic relations order, any such Option
shall be exercisable only by the designated transferee personally or the
designated transferee's legal representative.
SECTION 9. EFFECT OF TERMINATION OF EMPLOYMENT
(a) Retirement.
(i) The Committee, in its sole discretion, may cause all outstanding
Options held by an optionee upon his or her retirement to become immediately
exercisable.
(ii) All Options exercisable upon retirement of an optionee (whether due to
Committee action or otherwise) or becoming exercisable thereafter shall expire
no later than 36 months from the date of such optionee's retirement; provided,
however, that if the optionee dies within two years after the optionee's
retirement, the Options shall expire 12 months after his or her death, unless
the Committee determines otherwise.
(b) Death or Disability While Employed.
Upon the death or disability of an optionee prior to termination of
employment, all outstanding Options held by such employee expire no later than
12 months after the employee's death or determination of disability, whichever
occurs first, unless the Committee determines otherwise.
(c) Other Termination of Employment.
(i) Upon the termination of employment of an optionee other than for a
reason other than the death, disability or retirement of the optionee ("Other
Termination of Employment"), then the Committee, in its sole discretion, may
cause all outstanding nonexercisable Options held by such optionee to become
immediately exercisable.
(ii) All Options exercisable upon the Other Termination of Employment
(whether due to Committee action or otherwise) or becoming exercisable
thereafter, shall expire no later than six months after the Other Termination of
Employment, unless the Committee determines otherwise.
(d) Definitions and other Determinations.
(i) For purposes of this Section 9, "retirement" means an optionee's
voluntary termination of employment on a date which is on or after the earliest
date on which such optionee would be eligible for an immediately payable benefit
pursuant to the terms of the defined benefit pension plan sponsored by the
Company or a Subsidiary in which the optionee participates. If the optionee does
not participate in such a plan, the date shall be determined as if the optionee
participated in the Company's defined benefit plan covering the majority of its
non-bargaining employees in the United States. With respect to non-employee
officers, "retirement" means termination of services as an officer at or after
age 55.
(ii) For purposes of this Section 9, "disability" shall be determined
according to the definition of "total and permanent disability," in effect at
the time of the determination, in the defined benefit pension plan sponsored by
the Company or a Subsidiary in which the optionee participates. If the optionee
does not participate in such a plan, the definition shall be determined as if
the optionee participated in the Company's defined benefit plan covering the
majority of its non-bargaining employees in the United States.
(iii) For purposes of this Section 9, a recipient's employment shall not be
deemed to have terminated if the recipient obtains immediate employment with an
Affiliate of the Company, and termination from such subsequent employment shall
be deemed a termination from the Company, unless the recipient obtains immediate
reemployment with the Company or its Subsidiaries. The term "Affiliate" shall
include The Coca-Cola Company or any corporation or business entity in which The
Coca-Cola Company owns, directly or indirectly, 25% or more of the voting stock
or capital.
SECTION 10. NO RIGHTS AS A SHARE OWNER
An optionee or a transferee of an Option that has been transferred pursuant
to Section 8 shall have no right as a share owner with respect to any Stock
covered by an Option or receivable upon the exercise of an Option until the
optionee or transferee shall have become the holder of record of such Stock. No
adjustments shall be made for dividends in cash or other property (except for
share dividends) or other distributions or rights in respect of such Stock for
which the record date is prior to the date on which the optionee or transferee
shall have in fact become the holder of record of the share of Stock acquired
pursuant to the Option.
SECTION 11. ADJUSTMENT IN THE NUMBER OF SHARES AND IN OPTION PRICE
In the event there is any change in the shares of Stock through the
declaration of stock dividends or stock splits or through recapitalization or
merger, share exchange, consolidation, combination of shares or otherwise,
the Committee or the Board shall make such adjustment, if any, as it may deem
appropriate in the number of shares of Stock available for Options as well as
the number of shares of Stock subject to any outstanding Option and the option
price thereof. Any such adjustment may provide for the elimination of any
fractional shares which might otherwise become subject to any Option without
payment therefor.
SECTION 12. AMENDMENTS, MODIFICATION AND TERMINATION OF THE PLAN
The Board or the Committee may terminate the Plan in whole or in part, may
suspend the Plan in whole or in part from time to time, and may amend the Plan
from time to time, including the adoption of amendments deemed necessary or
desirable to qualify the Options under the laws of various states (including
tax laws) and under rules and regulations promulgated by the Securities and
Exchange Commission with respect to persons who are subject to the provisions of
Section 16 of the Securities Exchange Act of 1934, or to correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any Option
granted thereunder, without the approval of the share owners of the Company.
However, no action shall be taken without the approval of the share owners
of the Company if the Committee determines that the approval of share owners
would be necessary to retain the benefits of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, or Section 162(m) of the Internal Revenue Code
of 1986, as amended.
No amendment or termination or modification of the Plan shall in any manner
affect any Option theretofore granted without the consent of the optionee,
except that the Committee may amend or modify the Plan in a manner that does
affect Options theretofore granted upon a finding by the Committee that such
amendment or modification is necessary to retain the benefits of Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, or Section 162(m) of the
Internal Revenue Code of 1986, as amended, or that it is not adverse to the
interest of holders of outstanding Options.
The Plan shall terminate five years after the date of approval of the Plan
by the share owners of the Company unless earlier terminated by the Board or by
the Committee.
SECTION 13. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Georgia and construed in
accordance therewith.
SECTION 14. SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934
Any action taken by the Committee or the Board pursuant to the Plan, and
any provision of the Plan, shall be null and void if it does not comply with the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934 and
would otherwise result in liability under Section 16(b) of that Act.
