Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COCA-COLA ENTERPRISES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-0503352
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2500 Windy Ridge Parkway, Atlanta, Georgia 30339
(Address of principal executive offices, including Zip Code)
COCA-COLA ENTERPRISES INC.
DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
Lowry F. Kline, Esq.
Senior Vice President and General Counsel
Coca-Cola Enterprises Inc.
2500 Windy Ridge Parkway
Atlanta, GA 30339
(Name and address of agent for service)
(770) 989-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share price fee
============= ============ ========== ============ =============
Coca-Cola 150,000 $58(1) $8,700,000(1) $2,637(1)
Enterprises Inc. shares
Common Stock, $1
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 28, 1997.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the registrant with
the Commission are incorporated herein by reference:
(a) the registrant's Annual Report on Form 10-K filed
pursuant to Section 13 of the Securities Exchange Act of 1934
for its fiscal year ended December 31, 1996;
(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, 1996;
(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.
The legality of the securities being registered has
been passed upon for the registrant by Lowry F. Kline, Senior
Vice President and General Counsel of the registrant. As of
February 19, 1997, Mr. Kline owned 179,652 shares of the
registrant's common stock, 140,000 of which are restricted and
subject to vesting conditions, and options to purchase 71,833
shares of the registrant's common stock.
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
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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 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.
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4.1 Restated Certificate of Incorporation of Coca-Cola
Enterprises Inc., 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., as amended
through February 20, 1996, incorporated by reference to Exhibit
3.2 to the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
4.3 Coca-Cola Enterprises Inc. Directors Stock
Option 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information
with respect to the plan of distribution not previously
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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
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jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Coca-Cola Enterprises Inc., certifies that
it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on the 29th day of April, 1997.
COCA-COLA ENTERPRISES INC.
(registrant)
S/ 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.
Signature Title Date
S/ S.K. JOHNSTON, JR. Vice Chairman, April 29, 1997
-------------------- Chief Executive
(S.K. Johnston, Jr.) Officer and a
Director
(principal
executive
officer)
S/ JOHN R. ALM Senior Vice April 29, 1997
------------------- President and
(John R. Alm) Chief Financial
Officer
(principal
financial
officer)
S/ O. MICHAEL WHIGHAM Vice President April 29, 1997
--------------------- and Controller
(O. Michael Whigham) (principal
accounting
officer)
* Chairman of the April 29, 1997
--------------------- Board of
(M. Douglas Ivester) Directors
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Signature Title Date
* President, Chief April 29, 1997
-------------------- Operating
(Henry A. Schimberg) Officer and a
Director
* Director April 29, 1997
-------------------
(Howard G. Buffett)
* Director April 29, 1997
--------------------
(John L. Clendenin)
* Director April 29, 1997
--------------------
(Johnnetta B. Cole)
* Director April 29, 1997
-------------------
(Claus M. Halle)
* Director April 29, 1997
--------------------
(L. Phillip Humann)
* Director April 29, 1997
--------------------
(E. Neville Isdell)
* Director April 29, 1997
-------------------
(John E. Jacob)
* Director April 29, 1997
-------------------
(Robert A. Keller)
* Director
-------------------
(Jean-Claude Killy)
* Director April 29, 1997
-------------------
(S. L. Probasco, Jr.)
* Director April 29, 1997
--------------------
(Francis A. Tarkenton)
S/ LOWRY F. KLINE
*By:-----------------------
Lowry F. Kline
Attorney-in-Fact
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EXHIBIT 4.3
COCA-COLA ENTERPRISES INC.
DIRECTORS STOCK OPTION PLAN
Section 1. Purpose
The purpose of the Directors Stock Option Plan (the
"Plan") is to advance the interests of Coca-Cola Enterprises
Inc. (the "Company") and its share owners by encouraging and
enabling the acquisition of a financial interest in the
Company by nonemployee members of the Board of Directors of
the Company ("Directors").
Section 2. Administration
The Plan shall be administered by the Committee on
Directors (the "Committee") appointed by the Board of
Directors of the Company (the "Board") from among its members.
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, 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 options 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 made
available from shares of the Company's common stock, par value
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of $1.00 per share, ("Stock") held by the Company in its
treasury. Stock received in payment upon the exercise of an
option may not be the subject of a subsequent option.
Section 4. Awards of Options
(a) Eligibility. Options may be granted under this Plan
to nonemployee Directors.
(b) Grants of Options. The Committee shall determine
the nonemployee Directors to whom and the times at which
options will be granted, the number of shares subject to each
option, and the terms of each option.
(c) Option Price. The option price shall be 100% or
more of the fair market value of Stock on the date of grant.
The fair market value 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) Terms and Conditions. The Committee may require
that options not become vested and exercisable except upon the
attainment of requisite increases in the fair market value of
the Stock on the date of grant, which requisite increases
shall be established by the Committee prior to the date of
grant. Options may contain such other terms and conditions,
not inconsistent with the provisions of the Plan, as the
Committee shall determine to be appropriate.
(e) Duration of Options. Vested options may be
exercised any time during the 10-year period following date of
grant, so long as the optionee remains on the Board as a
nonemployee Director. However, if the optionee leaves the
Board on account of:
(i) mandatory retirement age or disability, there
will be a three-year period (or 10 years from the date of
grant, if sooner) to exercise vested options and options which
vest during that period;
(ii) death, there will be a one-year period (or 10
years from the date of grant, if sooner) to exercise vested
options and options which vest during that period; or
(iii) any other reason, there will be a one-year
period (or 10 years from the date of grant, if sooner) to
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exercise vested options, but any options not vested at the
time the optionee leaves the Board will be forfeited.
(f) 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 other means, including
delivery of shares of Stock owned by the optionee.
Section 5. 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 6. 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 7. Nontransferability of Options
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 domestic relations order as
defined by the Internal Revenue Code of 1986, as amended,
unless otherwise determined by the Committee. Certificates
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, any such option shall be
exercisable only by the designated transferee personally or
the designated transferee's legal representative.
Section 8. No Rights as a Share Owner
The holder of an option that has been transferred
pursuant to Section 7 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
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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 an option.
Section 9. 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 options 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 10. 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) or to correct any defect or supply
any omission or reconcile any inconsistency in the Plan or in
any options granted thereunder.
Section 11. 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.
4
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EXHIBIT 5
COCA-COLA ENTERPRISES INC.
Lowry F. Kline P.O. Box 723040
Senior Vice President Atlanta, GA 31139
and 770 989-3004
General Counsel 770 989-3784 Fax
April 29, 1997
Coca-Cola Enterprises Inc.
2500 Windy Ridge Parkway
Atlanta, GA 30339
Re: Form S-8 Registration Statement of Coca-Cola Enterprises Inc.;
Registration of 150,000 Shares of Common Stock, $1 par value,
under the Coca-Cola Enterprises Inc. Directors Stock Option
Plan
Ladies and Gentlemen:
I am the Senior Vice President and 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 150,000
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. Directors Stock Option Plan (the "Plan"). 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,
S/ 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 1997
Directors Stock Option Plan of Coca-Cola Enterprises Inc. of
our report dated January 21, 1997, 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, 1996, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
April 28, 1997
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, M. DOUGLAS IVESTER,
Chairman of the Board of Directors of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint John R. Alm, Senior Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Senior Vice President and
General Counsel of the Company, Philip H. Sanford, Senior Vice President,
Finance and Administration 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 the Coca-Cola Enterprises Inc. Directors Stock Option Plan, or
any amendment or supplement thereto, and causing such plan 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
December, 1996.
S/ M. DOUGLAS IVESTER
_______________________________
M. Douglas Ivester, Director,
Coca-Cola Enterprises Inc.
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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
John R. Alm, Senior Vice President and Chief Financial Officer of the
Company, Lowry F. Kline, Senior Vice President and General Counsel of the
Company, Philip H. Sanford, Senior Vice President, Finance and
Administration 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 the Coca-Cola Enterprises Inc. Directors Stock Option Plan, or any
amendment or supplement thereto, and causing such plan 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
December, 1996.
S/ JOHN L. CLENDENIN
_______________________________
John L. Clendenin, Director,
Coca-Cola Enterprises Inc.
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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
John R. Alm, Senior Vice President and Chief Financial Officer of the
Company, Lowry F. Kline, Senior Vice President and General Counsel of the
Company, Philip H. Sanford, Senior Vice President, Finance and
Administration 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 the Coca-Cola Enterprises Inc. Directors Stock Option Plan, or any
amendment or supplement thereto, and causing such plan 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
December, 1996.
S/ JOHNNETTA B. COLE
_______________________________
Johnnetta B. Cole, Director,
Coca-Cola Enterprises Inc.
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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
John R. Alm, Senior Vice President and Chief Financial Officer of the
Company, Lowry F. Kline, Senior Vice President and General Counsel of the
Company, Philip H. Sanford, Senior Vice President, Finance and
Administration 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 the Coca-Cola Enterprises Inc. Directors Stock Option Plan, or any
amendment or supplement thereto, and causing such plan 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
December, 1996.
S/ CLAUS M. HALLE
_______________________________
Claus M. Halle, Director,
Coca-Cola Enterprises Inc.
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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
John R. Alm, Senior Vice President and Chief Financial Officer of the
Company, Lowry F. Kline, Senior Vice President and General Counsel of the
Company, Philip H. Sanford, Senior Vice President, Finance and
Administration 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 the Coca-Cola Enterprises Inc. Directors Stock Option Plan, or any
amendment or supplement thereto, and causing such plan 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
December, 1996.
S/ L. PHILLIP HUMANN
_______________________________
L. Phillip Humann, Director,
Coca-Cola Enterprises Inc.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, E. NEVILLE ISDELL, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
John R. Alm, Senior Vice President and Chief Financial Officer of the
Company, Lowry F. Kline, Senior Vice President and General Counsel of the
Company, Philip H. Sanford, Senior Vice President, Finance and
Administration 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 the Coca-Cola Enterprises Inc. Directors Stock Option Plan, or any
amendment or supplement thereto, and causing such plan 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
December, 1996.
S/ E. NEVILLE ISDELL
______________________________
E. Neville Isdell, Director,
Coca-Cola Enterprises Inc.
PAGE
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN E. JACOB, a Director
of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint John R.
Alm, Senior Vice President and Chief Financial Officer of the Company,
Lowry F. Kline, Senior Vice President and General Counsel of the Company,
Philip H. Sanford, Senior Vice President, Finance and Administration 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 the Coca-Cola
Enterprises Inc. Directors Stock Option Plan, or any amendment or supplement
thereto, and causing such plan 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
December, 1996.
S/ JOHN E. JACOB
_______________________________
John E. Jacob, Director,
Coca-Cola Enterprises Inc.
PAGE
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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
John R. Alm, Senior Vice President and Chief Financial Officer of the
Company, Lowry F. Kline, Senior Vice President and General Counsel of the
Company, Philip H. Sanford, Senior Vice President, Finance and
Administration 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 the Coca-Cola Enterprises Inc. Directors Stock Option Plan, or any
amendment or supplement thereto, and causing such plan 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
December, 1996.
S/ HOWARD G. BUFFETT
_______________________________
Howard G. Buffett, Director,
Coca-Cola Enterprises Inc.
PAGE
<PAGE>
PAGE
<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
John R. Alm, Senior Vice President and Chief Financial Officer of the
Company, Lowry F. Kline, Senior Vice President and General Counsel of the
Company, Philip H. Sanford, Senior Vice President, Finance and
Administration 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 the Coca-Cola Enterprises Inc. Directors Stock Option Plan, or any
amendment or supplement thereto, and causing such plan 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
December, 1996.
S/ ROBERT A. KELLER
_______________________________
Robert A. Keller, Director,
Coca-Cola Enterprises Inc.
PAGE
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, SCOTT L. PROBASCO, JR., a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
John R. Alm, Senior Vice President and Chief Financial Officer of the
Company, Lowry F. Kline, Senior Vice President and General Counsel of the
Company, Philip H. Sanford, Senior Vice President, Finance and
Administration 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 the Coca-Cola Enterprises Inc. Directors Stock Option Plan, or any
amendment or supplement thereto, and causing such plan 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
December, 1996.
S/ SCOTT L. PROBASCO, JR.
_______________________________
Scott L. Probasco, Jr., Director,
Coca-Cola Enterprises Inc.
PAGE
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HENRY A. SCHIMBERG,
President, Chief Operating Officer and a Director of Coca-Cola Enterprises
Inc. (the "Company"), do hereby appoint John R. Alm, Senior Vice President
and Chief Financial Officer of the Company, Lowry F. Kline, Senior Vice
President and General Counsel of the Company, Philip H. Sanford, Senior
Vice President, Finance and Administration 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 the Coca-Cola Enterprises Inc. Directors
Stock Option Plan, or any amendment or supplement thereto, and causing such
plan 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
December, 1996.
S/ HENRY A. SCHIMBERG
_______________________________
Henry A. Schimberg, Director,
Coca-Cola Enterprises Inc.
PAGE
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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
John R. Alm, Senior Vice President and Chief Financial Officer of the
Company, Lowry F. Kline, Senior Vice President and General Counsel of the
Company, Philip H. Sanford, Senior Vice President, Finance and
Administration 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 the Coca-Cola Enterprises Inc. Directors Stock Option Plan, or any
amendment or supplement thereto, and causing such plan 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
December, 1996.
S/ FRANCIS A. TARKENTON
_______________________________
Francis A. Tarkenton, Director,
Coca-Cola Enterprises Inc.
PAGE
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