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.
1997 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 5,000,000 $58(1) $290,000,000(1) $87,879(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.
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ITEM 8. EXHIBITS.
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. 1997 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, Chief April 29, 1997
----------------------- Executive Officer and
(S.K. Johnston, Jr.) a Director (principal
executive officer)
S/ JOHN R. ALM Senior Vice President April 29, 1997
----------------------- and Chief Financial
(John R. Alm) Officer (principal
financial officer)
S/ O. MICHAEL WHIGHAM
----------------------- Vice President and April 29, 1997
(O. Michael Whigham) Controller (principal
accounting officer)
* Chairman of the Board April 29, 1997
----------------------- of Directors
(M. Douglas Ivester)
* President, Chief April 29, 1997
----------------------- Operating Officer and
(Henry A. Schimberg) a Director
* Director April 29, 1997
-----------------------
(Howard G. Buffett)
* Director April 29, 1997
-----------------------
(John L. Clendenin)
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Signature Title Date
* 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.
1997 STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of the 1997 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 "nonemployee 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) of the Internal Revenue Code of 1986, as amended
("Internal Revenue Code"), and the regulations thereunder.
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, unless such delegation would jeopardize the benefits of
Section 162(m) of the Internal Revenue Code or regulations thereunder.
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.
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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 shall not exceed
5,433,000. 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. "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 20% 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. 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.
(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 other means, including delivery
of shares of Stock owned by the optionee.
(C) DURATION OF OPTIONS. Subject to the provisions of Section 9 and the
terms of the Option, the duration of Options shall be 10 years from date of
grant.
(D) TIME PERIOD FOR EXERCISE OF OPTION. Subject to the provisions of
Section 9 and terms of the Option, an Option shall be exercisable, in whole or
in part, within such time periods as established on the date of grant by the
Committee, or, when applicable, the Chief Executive Officer.
(E) OTHER TERMS AND CONDITIONS. Options may contain such other provisions,
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 or
Subsidiary and the optionee.
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(F) OPTIONS GRANTED TO INTERNATIONAL OPTIONEES. Options granted to an
optionee who is subject to the laws of a country other than the United States of
America may contain terms and conditions inconsistent with provisions of the
Plan (except those necessary to retain the benefits of Section 162(m) of the
Internal Revenue Code), or may be granted under such supplemental documents, as
required under such laws.
(G) 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 optionee the amount of any federal, state or local taxes
required by law to be withheld with respect to the Stock subject to such Award.
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 unless such extension or change
would result in less favorable tax treatment than the optionee would have
received under the original option.
SECTION 8. NONTRANSFERABILITY OF OPTION
An Option granted pursuant to the Plan shall not 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 unless
otherwise determined by the Committee. 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 AND DISABILITY.
(I) The Committee, in its sole discretion, may cause all outstanding
Options held by an optionee upon his or her retirement or disability to
become immediately exercisable.
(II) All Options exercisable upon retirement or disability of an
optionee (whether due to Committee action or otherwise) or becoming
exercisable thereafter shall expire no later than 36 months from the date
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of such optionee's retirement or disability; provided, however, that if the
optionee dies within two years after the optionee's retirement or
disability, the Options shall expire 12 months after his or her death,
unless the Committee determines otherwise.
(B) DEATH WHILE EMPLOYED.
Upon the death 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, unless the Committee determines otherwise.
(C) OTHER TERMINATION OF EMPLOYMENT.
(I) Upon the termination of employment of an optionee 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 nonbargaining employees
in the United States. With respect to nonemployee officers, "retirement"
means termination of services as an officer at or after age 55.
Notwithstanding the foregoing, options may contain such other definitions
of "retirement," as the Committee determines appropriate.
(II) For purposes of this Section 9, "disability" shall be determined
according to the definition of "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 nonbargaining employees in the United States.
(III) For purposes of this Section 9, an optionee's employment shall
not be deemed to have terminated if the optionee obtains immediate
employment with certain affiliates of the Company, as defined in an Option,
and termination from such subsequent employment shall be deemed a
termination from the Company, unless the optionee obtains immediate
reemployment with the Company or its Subsidiaries.
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SECTION 10. NO RIGHTS AS A SHARE OWNER
An optionee or transferee of an Option 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) 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 Section 162(m) of the Internal Revenue Code.
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 Section 162(m)
of the Internal Revenue Code 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.
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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 5,000,000 Shares of Common Stock, $1 par value,
under the Coca-Cola Enterprises Inc. 1997 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
5,000,000 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. 1997 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
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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
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. 1997 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 18th day of
February, 1997.
S/ M. DOUGLAS IVESTER
_______________________________
M. Douglas Ivester, Director,
Coca-Cola Enterprises Inc.
PAGE
<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
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. 1997 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 18th day of
February, 1997.
S/ JOHN L. CLENDENIN
_______________________________
John L. Clendenin, Director,
Coca-Cola Enterprises Inc.
PAGE
<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
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. 1997 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 18th day of
February, 1997.
S/ JOHNNETTA B. COLE
_______________________________
Johnnetta B. Cole, Director,
Coca-Cola Enterprises Inc.
PAGE
<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
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. 1997 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 18th day of
February, 1997.
S/ CLAUS M. HALLE
_______________________________
Claus M. Halle, Director,
Coca-Cola Enterprises Inc.
PAGE
<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
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. 1997 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 18th day of
February, 1997.
S/ L. PHILLIP HUMANN
_______________________________
L. Phillip Humann, Director,
Coca-Cola Enterprises Inc.
PAGE
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, E. NEVILLE ISDELL, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
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. 1997 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 18th day of
February, 1997.
S/ E. NEVILLE ISDELL
______________________________
E. Neville Isdell, Director,
Coca-Cola Enterprises Inc.
PAGE
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN E. JACOB, a Director
of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint 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. 1997 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 18th day of
February, 1997.
S/ JOHN E. JACOB
_______________________________
John E. Jacob, Director,
Coca-Cola Enterprises Inc.
PAGE
<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
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. 1997 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 18th day of
February, 1997.
S/ HOWARD G. BUFFETT
_______________________________
Howard G. Buffett, Director,
Coca-Cola Enterprises Inc.
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. 1997 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 18th day of
February, 1997.
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. 1997 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 18th day of
February, 1997.
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. 1997
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 18th day of
February, 1997.
S/ HENRY A. SCHIMBERG
_______________________________
Henry A. Schimberg, Director,
Coca-Cola Enterprises Inc.
PAGE
<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
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. 1997 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 18th day of
February, 1997.
S/ FRANCIS A. TARKENTON
_______________________________
Francis A. Tarkenton, Director,
Coca-Cola Enterprises Inc.
PAGE
<PAGE>
