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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 30, 1996
(Date of earliest event reported)
COCA-COLA ENTERPRISES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-9300 58-0503352
(State of (Commission File No.) (IRS Employer
incorporation) Identification No.)
2500 WINDY RIDGE PARKWAY, ATLANTA, GEORGIA 30339
(Address of principal executive offices, including zip code)
(770) 989-3000
(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.01 Opinion of Lowry F. Kline.
99.02 Consent of Lowry F. Kline
(included in Exhibit 99.01).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COCA-COLA ENTERPRISES INC.
(Registrant)
By:/s/ Lowry F. Kline
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Name: Lowry F. Kline
Title: General Counsel
Date: October 1, 1996
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EXHIBIT INDEX
99.01 Opinion of Lowry F. Kline.
99.02 Consent of Lowry F. Kline
(included in Exhibit 99.01).
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September 30, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Coca-Cola Enterprises Inc.;
Registration Statement on Form S-3
Gentlemen:
I have acted as counsel to Coca-Cola Enterprises Inc. (the "Company") in
connection with the issuance by the Company of Coca-Cola Enterprises Inc. 7%
Debentures due October 1, 2026 in the aggregate principal amount of $300,000,000
and the filing by the Company of a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") relating to the proposed public offering and sale of up to
$1,000,000,000 aggregate principal amount of the Company's senior debt
securities, warrants to purchase Debt Securities and warrants to receive from
the Company the cash value in U.S. dollars of the right to purchase and to sell
such foreign currencies or units of two or more currencies as shall be
designated by the Company at the time of offering. The Debentures will be
issued under an Indenture (the "Indenture") dated as of July 30, 1991, as
amended by a First Supplemental Indenture dated as of January 29, 1992, between
the Company and The Chase Manhattan Bank, formerly known as Chemical Bank (as
successor by merger to Manufacturers Hanover Trust Company), as Trustee.
The opinions set forth below are given to the Commission pursuant to Item 21 of
Form S-3 and Item 601(b)(5) of Regulation S-K. All capitalized terms not
otherwise defined herein have the same meanings as defined in the Registration
Statement.
In rendering the opinions set forth below, I have examined such agreements,
documents, instruments and records as I deemed necessary or appropriate under
the circumstances for me to express such opinions.
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Securities and Exchange Commission
September 30, 1996
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With regard to the opinions below, insofar as they relate to the Debentures as
valid, binding and enforceable obligations of the Company, I have relied solely
upon an opinion letter from Cravath, Swaine & Moore, New York, New York,
appearing as Exhibit 5.2 to the Company's Registration Statement on Form S-3
(Registration No. 33-62757) with respect to all matters of New York law related
thereto.
The Debentures, when duly executed by the Company and authenticated by the
Trustee in accordance with the Indenture and delivered to and paid for by the
purchasers thereof, will be legally issued and will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms and entitled to the benefits of the Indenture, except to the extent
that the enforcement thereof may be limited by (A) bankruptcy, insolvency,
reorganization, moratorium and other laws now or hereafter in effect relating
to creditors' rights generally and (B) general principles of equity (regardless
of whether enforcement is considered in a proceeding at law or in equity).
I hereby consent to the incorporation of this opinion into the Registration
Statement, and I hereby consent to the reference made to me under the heading
"Legal Matters" set forth in the prospectus forming a part of the Registration
Statement. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933.
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Securities and Exchange Commission
September 30, 1996
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Very truly yours,
Lowry F. Kline
