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: November 19, 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)
Page 1 of 6
Exhibit Index Page 4
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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)
S/ LOWRY F. KLINE
By:----------------------------
Name: Lowry F. Kline
Title: Senior Vice President
and General Counsel
Date: November 19, 1996
3
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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).
4
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EXHIBIT 99.01
November 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Coca-Cola Enterprises Inc.;
Registration Statement on Form S-3
(Registration No. 33-62757)
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. 6.95% Debentures Due 2026 in the
aggregate principal amount of $250,000,000 (the "Debentures") and the
filing by the Company of a Registration Statement on Form S-3
(Registration No. 33-62757) (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.
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.
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Securities and Exchange Commission
Page 2
November 19, 1996
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.
Very truly yours,
LOWRY F. KLINE
