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)
REGLEMENT DU PLAN D'EPARGNE
DE LA SOCIETE
COCA COLA BEVERAGES S.A.
(Full title of the Plan)
Lowry F. Kline, Esq.
Executive 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 30,000 shares $37.97(1) $1,139,062.50(1) $336.02(1)
Enterprises
Inc. Common
Stock, $1.00
par value
(1) Determined in accordance with Rule 457(c) under the Securities Act
of 1933, based on the average of the high and low prices reported
on the New York Stock Exchange on April 27, 1998.
<PAGE>
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, 1997;
(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, 1997;
(c) the description of the Registrant's common stock to be
offered hereby which is contained in the registration statement filed 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 or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of filing of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated hereby by reference and
to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Sixth of the Registrant's Restated Certificate of
Incorporation provides for the elimination of personal monetary liabilities of
directors of the Registrant for breaches of certain of their fiduciary duties
to the full extent permitted by Section 102(b)(7) of the General Corporation
Law of Delaware (the "GCL"). Section 102(b)(7) of the GCL enables a
corporation in its certificate of incorporation to eliminate or limit the
personal liability of members of its board of directors to the corporation or
its shareholders for monetary damages for violations of a director's fiduciary
duty of care. Such a provision has no effect on the availability of equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty.
In addition, no such provision may eliminate or limit the liability of a
director for breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating the law, paying an
unlawful dividend or approving an illegal stock repurchase, or obtaining an
improper personal benefit.
Article Eleventh of the Registrant's Restated Certificate of
Incorporation provides for indemnification of directors and officers to the
extent permitted by the GCL. Section 145 of the GCL provides for
<PAGE>
indemnification of directors and officers from and against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement reasonably
incurred by them in connection with any civil, criminal, administrative or
investigative claim or proceeding (including civil actions brought as
derivative actions by or in the right of the corporation but only to the
extent of expenses reasonably incurred in defending or settling such action)
in which they may become involved by reason of being a director or officer of
the corporation. The section permits indemnification if the director of
officer acted in good faith in a manner which he reasonably believed to be in
or not opposed to the best interest of the corporation and, in addition, in
criminal actions, if he had reasonable cause to believe his conduct to be
lawful. If, in an action brought by or in the right of the corporation, the
director or officer is adjudged to be liable for negligence or misconduct in
the performance of his duty, he will only be entitled to such indemnity as the
court finds to be proper. Persons who are successful in defense of any claim
against them are entitled to indemnification as of right against expenses
reasonably incurred in connection therewith. In all other cases,
indemnification shall be made (unless otherwise ordered by a court) only if
the board of directors, acting by a majority vote of a quorum of disinterested
directors, independent legal counsel or holders of a majority of the shares
entitled to vote determines that the applicable standard of conduct has been
met. Section 145 provides such indemnity for persons who, at the request of
the corporation, act as directors, officers, employees or agents of other
corporations, partnerships or other enterprises.
The Registrant maintains directors and officers liability
insurance which insures against liabilities that directors or officers of the
Registrant may incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of Coca-Cola
Enterprises, as amended on April 21, 1997, incorporated by reference to
Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the Quarter
ended March 28, 1997.
4.2 Bylaws of Coca-Cola Enterprises, as amended through
April 17, 1998.
23 Consent of Ernst & Young LLP.
25 Powers of Attorney.
An opinion of counsel is not being filed because the securities
being registered are not original issuance securities.
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:
<PAGE>
(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 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 disclosed in the registration
statement or any material change in such information in the registration
statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Coca-Cola Enterprises Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Atlanta, State
of Georgia, on the 30th day of April_, 1998.
COCA-COLA ENTERPRISES INC.
(Registrant)
S/HENRY A. SCHIMBERG
By:________________________
Henry A. Schimberg
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed by the following persons in the capacities and on the
dates indicated.
S/ JOHN R. ALM Executive Vice April 30, 1998
--------------------- President and Chief
(John R. Alm) Financial Officer
(principal financial
officer)
S/ O. MICHAEL WHIGHAM Vice President, April 30, 1998
--------------------- Controller and
(O. Michael Whigham) Principal Accounting
Officer (principal
accounting officer)
S. K. JOHNSTON, JR.* Chairman April 30, 1998
----------------------
(S. K. Johnston, Jr.)
HOWARD G. BUFFETT* Director April 30, 1998
----------------------
(Howard G. Buffett)
JOHN L. CLENDENIN* Director April 30, 1998
----------------------
(John L. Clendenin)
JOHNNETTA B. COLE* Director April 30, 1998
----------------------
(Johnnetta B. Cole)
JOSEPH R. GLADDEN, JR.* Director April 30, 1998
----------------------
(Joseph R. Gladden, Jr.)
CLAUS M. HALLE* Director April 30, 1998
----------------------
(Claus M. Halle)
L. PHILLIP HUMANN* Director April 30, 1998
----------------------
(L. Phillip Humann)
JOHN E. JACOB* Director April 30, 1998
----------------------
(John E. Jacob)
ROBERT A. KELLER* Director April 30, 1998
----------------------
(Robert A. Keller)
JEAN-CLAUDE KILLY* Director April 30, 1998
----------------------
(Jean-Claude Killy)
S.L. PROBASCO, JR.* Director April 30, 1998
----------------------
(S.L. Probasco, Jr.)
S/ LOWRY F. KLINE
*By:____________________
Lowry F. Kline
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER
4.1 Restated Certificate of Incorporation of Coca-Cola
Enterprises, as amended on April 21, 1997, incorporated by
reference to Exhibit 3 to the Registrant's Quarterly Report
on Form 10-Q for the Quarter ended March 28, 1997.
4.2 Bylaws of Coca-Cola Enterprises, as amended through
April 17, 1998.
23 Consent of Ernst & Young LLP.
25 Powers of Attorney.
<PAGE>
EXHIBIT 4.2
BY-LAWS
OF
COCA-COLA ENTERPRISES INC.
(as of April 17, 1998)
ARTICLE I
SHAREHOLDERS
Section 1. Place, Date and Time of Holding Annual Meetings. Annual
meetings of shareholders shall be held at such place, date and time as shall
be designated from time to time by the Board of Directors. In the absence of
a resolution adopted by the Board of Directors establishing such place, date
and time, the annual meeting shall be held at 1209 Orange Street, Wilmington,
Delaware, on the second Wednesday in April of each year at 9:00 A.M. (local
time).
Section 2. Voting. Each outstanding share of common stock of the
Company is entitled to one vote on each matter submitted to a vote. The vote
for the election of directors shall be by written ballot. Directors shall be
elected by a plurality of votes cast in the election for such directors. All
other action shall be authorized by a majority of the votes cast unless a
greater vote is required by the Certificate of Incorporation or the laws of
Delaware. A shareholder may vote in person or by written proxy.
Section 3. Quorum. The holders of a majority of the issued and
outstanding shares of the common stock of the Company, present in person or
represented by proxy, shall constitute a quorum at all meetings of
shareholders.
Section 4. Adjournment of Meetings. In the absence of a quorum or
for any other reason, the chairman of the meeting may adjourn the meeting from
time to time. If the adjournment is not for more than thirty days, the
adjourned meeting may be held without notice other than an announcement at the
meeting. If the adjournment is for more than thirty days, or if a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at such meeting.
At any such adjourned meeting at which a quorum is present, any business may
be transacted which might have been transacted at the meeting originally
called.
Section 5. Special Meetings. Special meetings of the shareholders
for any purpose or purposes may be called by the Board of Directors, the
Chairman of the Board of Directors or the President. Special meetings shall
be held at the place, date and time fixed by the Secretary.
Section 6. Notice of Shareholders Meeting. Written notice, stating
the place, date, hour and purpose of the annual or special meeting shall be
given by the Secretary not less than ten nor more than sixty days before the
date of the meeting to each shareholder entitled to vote at such meeting.
Section 7. Organization. The Chairman of the Board of Directors
shall preside at all meetings of shareholders. In the absence of, or in case
of a vacancy in the office of, the Chairman of the Board of Directors, the
President, or in his absence any Vice President in order of seniority in time
in office, shall preside. The Secretary of the Company shall act as secretary
at all meetings of the shareholders and in the Secretary's absence, the
presiding officer may appoint a secretary.
Section 8. Inspectors of Election. All votes by ballot at any
meeting of shareholders shall be conducted by such number of inspectors of
election as are appointed for that purpose by either the Board of Directors or
by the chairman of the meeting. The inspectors of election shall decide upon
the qualifications of voters, count the votes and declare the results.
Section 9. Record Date. The Board of Directors, in order to deter
mine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, shall fix in advance a record
date which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action and in
such case only such shareholders as shall be shareholders of record on the
date so fixed, shall be entitled to such notice of or to vote at such meeting
or any adjournment thereof, or be entitled to receive payment of any such
dividend or other distribution or allotment of any rights or be entitled to
exercise any such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any stock on the
books of the Company after any such record date fixed as aforesaid.
Section 10. Notice of Shareholder Proposals. (a) At any annual
meeting of the shareholders, only such business shall be conducted as shall
have been brought before the meeting (i) by or at the direction of the Board
of Directors or (ii) by any shareholder of the Company who complies with the
notice procedures set forth in this Section 10(a) provided, in each case, that
such business proposed to be conducted is, under the law, an appropriate
subject for shareholder action. For business to be properly brought before an
annual meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 30 days nor more than
60 days prior to the meeting; provided, however, that in the event that less
than 40 days' prior public disclosure of the date of the meeting is given or
made by the Company, notice by the shareholder to be timely must be received
not later than the close of business on the 10th day following the day on
which such public disclosure was made. A shareholder's notice to the
Secretary shall set forth as to each matter such shareholder proposes to bring
before the annual meeting (i) a brief description of the business desired to
be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they appear on
the Company's books, of the shareholder proposing such business, (iii) the
class and number of shares of the Company which are beneficially owned by such
shareholder and (iv) any material interest of such shareholder in such
business. The Chairman of an annual meeting may, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 10(a)
and, if he should so determine, he shall so declare to the meeting and any
such business so determined to be not properly brought before the meeting
shall not be transacted.
(b) Only persons who are nominated in accordance with the procedures set
forth in the By-Laws shall be eligible for election as directors. Nominations
of persons for election to the Board of Directors of the Company may be made
at a meeting of shareholders (i) by or at the direction of the Board of
Directors or (ii) by any shareholder of the Company entitled to vote for the
election of directors at the meeting who complies with the notice procedures
set forth in this Section 10(b). Such nominations, other than those made by
or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the Company. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Company not less than 30 days nor more than
60 days prior to the meeting; provided, however, that in the event that less
than 40 days' prior disclosure of the date of the meeting is given or made by
the Company, notice by the shareholder to be timely must be so received not
later than the close of business on the 10th day following the day on which
such public disclosure was made. Such shareholder's notice shall set forth
(i) as to each person whom such shareholder proposes to nominate for election
or reelection as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (ii) as to the shareholder giving the
notice (x) the name and address, as they appear on the Company's books, of
such shareholder and (y) the class and number of shares of the Company which
are beneficially owned by such shareholder. At the request of the Board of
Directors any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Company that information
required to be set forth in the shareholder's notice of nomination which
pertains to the nominee. No person shall be eligible for election as a direc
tor of the Company unless nominated in accordance with the procedures set
forth in the By-Laws. The Chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the By-Laws and, if he should so
determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.
ARTICLE II
DIRECTORS
Section 1. Number of Directors. The whole Board of Directors shall
consist of not less than three (3) nor more than twenty (20) members, the
exact number to be set from time to time by the Board of Directors. No
decrease in the number of directors shall shorten the term of any incumbent
director. In absence of the Board of Directors setting the number of
directors, the number shall be 12.
Section 2. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times as the Board of Directors may determine
from time to time.
Section 3. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors, the Presi
dent, the Secretary or by a majority of the directors by written request to
the Secretary.
Section 4. Notice of Meetings. The Chairman, a Vice Chairman or the
Secretary shall give notice of all meetings of the Board of Directors by
mailing the notice at least three days before each meeting or by telegraphing
or telephoning the directors not later than one day before the meeting. The
notice shall state the time, date and place of the meeting, which shall be
determined by the Chairman of the Board of Directors, or, in absence of the
Chairman, by the Secretary of the Company, unless otherwise determined by the
Board of Directors.
Section 5. Quorum and Voting. A majority of the directors holding
office shall constitute a quorum for the transaction of business. Except as
otherwise specifically required by Delaware law or by the Certificate of
Incorporation of the Company or by these By-Laws, any action required to be
taken shall be authorized by a majority of the directors present at any
meeting at which a quorum is present.
Section 6. General Powers of Directors. The business and affairs of
the Company shall be managed under the direction of the Board of Directors.
Section 7. Chairman. The Board of Directors may appoint a Chairman
of the Board of Directors, who shall preside as chairman of all meetings of
the directors and all meetings of the shareholders of the Company, and who
shall perform such other duties as may be assigned from time to time by the
Board of Directors. The Board of Directors may also appoint one or more Vice
Chairmen, who shall perform such duties as may be assigned from time to time
by the Board of Directors. In the absence of, or in the case of a vacancy in
the office of, the Chairman of the Board of Directors, the Vice Chairman shall
preside. If there is more than one Vice Chairman, the Vice Chairman who is
also an officer, or, if each is an officer, the Vice Chairman who is the
senior officer, shall preside. In the absence of, or, in the case of
vacancies in the offices of, Chairman and Vice Chairman of the Board of
Directors, a chairman selected by the Chairman of the Board of Directors, or
if he fails to do so, by the directors, shall preside.
Section 8. Compensation of Directors. Directors and members of any
committee of the Board of Directors shall be entitled to such reasonable
compensation and fees for their services as shall be fixed from time to time
by resolution of the Board of Directors and shall also be entitled to
reimbursement for any reasonable expenses incurred in attending meetings of
the Board of Directors and any committee thereof, except that a Director who
is an officer or employee of the Company shall receive no compensation or fees
for serving as a Director or a committee member.
Section 9. Qualification of Directors. Each person who shall attain
the age of 70 shall not thereafter be eligible for nomination or renomination
as a member of the Board of Directors.
Section 10. Resignation of Directors Who Cease to be Officers of the
Company. Any director who was an officer of the Company at the time of his or
her election or most recent reelection shall resign as a member of the Board
of Directors simultaneously when he or she ceases to be an officer of the
Company.
ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
Section 1. Committees of the Board of Directors. The Board of
Directors shall designate an Executive Committee, an Audit Committee, a
Compensation Committee, a Committee on Directors, a Public Issues Review
Committee, a Retirement Plan Review Committee, and an Affiliated Transaction
Committee, each of which shall have and may exercise the powers and authority
of the Board of Directors to the extent hereinafter provided. The Board of
Directors may designate one or more additional committees of the Board of
Directors with such powers as shall be specified in the resolution of the
Board of Directors. Each committee shall consist of such number of directors
as shall be determined from time to time by resolution of the Board of
Directors. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.
All actions of the Board of Directors designating committees, or electing
or removing members of such committees, shall be taken by a resolution passed
by a majority of the whole Board.
Each committee shall keep regular minutes of its meetings. All action
taken by a committee shall be reported to the Board of Directors at its
meeting next succeeding such action and shall be subject to approval and
revision by the Board, provided that no legal rights of third parties shall be
affected by such revisions.
Section 2. Election of Committee Members. The members of each
committee shall be elected by the Board of Directors and shall serve until the
first meeting of the Board of Directors after the annual meeting of
shareholders and until their successors are elected and qualified or until the
members' earlier resignation or removal. The Board of Directors may designate
the Chairman of each committee. Vacancies may be filled by the Board of
Directors at any meeting.
Section 3. Procedure/Quorum/Notice. The Chairman, Vice Chairman or a
majority of any committee may call a meeting of that committee. A quorum of
any committee shall consist of a majority of its members unless otherwise
provided by resolution of the Board of Directors. The majority vote of a
quorum shall be required for the transaction of business. The secretary of
the committee or the chairman of the committee shall give notice of all
meetings of the committee by mailing the notice to the members of the
committee at least three days before each meeting or by telegraphing or
telephoning the members not later than one day before the meeting. The notice
shall state the time, date and place of the meeting. Each committee shall fix
its other rules of procedure.
Section 4. Executive Committee. During the interval between meetings
of the Board of Directors, the Executive Committee shall have and may exercise
all the powers and authority of the Board of Directors, to act upon any
matters which, in the opinion of the Chairman of the Board, should not be post
poned until the next previously scheduled meeting of the Board of Directors;
but, to the extent prohibited by law, shall not have the power or authority of
the Board of Directors in reference to amending the Certificate of
Incorporation of the Company (except that the Committee may, to the extent
authorized in the resolutions providing for the issuance of shares of stock
adopted by the Board of Directors fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Company or the conversion into,
or the exchange of such shares for, shares of any other class or classes or
any other series of the same or any other class or classes of stock of the
Company or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation for the Company, recommending to the shareholders of
the Company the sale, lease or exchange of all or substantially all of the
Company's property and assets, recommending to the shareholders a dissolution
of the Company or a revocation of a dissolution, or amending the By-Laws of
the Company. The Executive Committee shall have the power and authority to
authorize the issuance or sale of the capital stock of the Company.
Section 5. Audit Committee. The Audit Committee shall have the power
to recommend to the Board of Directors the selection and engagement of
independent accountants to audit the books and accounts of the Company and the
discharge of the independent accountants. The Audit Committee shall review
the scope of the audits as recommended by the independent accountants, the
scope of the internal auditing procedures of the Company and the system of
internal accounting controls and shall review the reports to the Audit
Committee of the independent accountants and the internal auditors.
Section 6. Compensation Committee. The Compensation Committee shall
have the powers and authorities vested in it by the incentive, stock option
and similar plans of the Company. The Compensation Committee shall have the
power to approve, disapprove, modify or amend all plans designed and intended
to provide compensation primarily for officers of the Company. The
Compensation Committee shall review, fix and determine from time to time the
salaries and other remunerations of all officers of the Company.
Section 7. Committee on Directors. The Committee on Directors shall
have the power to recommend candidates for election to the Board of Directors
and shall consider nominees for directorships submitted by shareholders. The
Committee on Directors shall consider issues involving potential conflicts of
interest of directors and committee members and recommend and review all
matters relating to fees and retainers paid to directors, committee members
and committee chairmen.
Section 8. Public Issues Review Committee. The Public Issues Review
Committee shall have the power to review Company policy and practice relating
to significant public issues of concern to the shareholders, the Company, the
business community and the general public. The Committee may also review
management's position on shareholder proposals involving issues of public
interest to be presented at annual or special meetings of shareholders.
Section 9. Retirement Plan Review Committee. The Retirement Plan
Review Committee shall have the power to review the administration of all
employee retirement plans for the Company and the financial condition of all
trusts and other funds established pursuant to such plans. The Retirement
Plan Review Committee shall also have the power to recommend to the Board of
Directors the adoption or amendment of any employee retirement plan of the
Company.
Section 10. Affiliated Transaction Committee.
(a) The Affiliated Transaction Committee shall review, consider and pass upon
any Affiliated Transaction, and no such transaction shall be effected without
the concurrence of the Affiliated Transaction Committee. The Affiliated
Transaction Committee shall have the powers to (i) negotiate with the
representatives of any party to an Affiliated Transaction; (ii) require
approval of an Affiliated Transaction by a vote of the share owners of Coca-
Cola Enterprises Inc. which may be greater than or in addition to any vote
required by law; and (iii) engage Independent Advisers at the reasonable
expense of the Company, and without prior approval of the Company, to assist
in its review and decision regarding any Affiliated Transaction.
(b) The Affiliated Transaction Committee shall consist of at least three
Independent Directors, with each other Independent Director being an alternate
member if any committee member is unable or unwilling to serve.
(c) The Affiliated Transaction Committee shall cease to exist on the later of
(i) February 10, 2001 or (ii) the date on which any Affiliated Transaction
being reviewed, considered and passed upon by the Affiliated Transaction
Committee prior to February 10, 2001 shall have been either consummated or
abandoned.
(d) For the purposes of the foregoing Article III, Section 10, the following
definitions shall apply:
(i) "Company" means Coca-Cola Enterprises Inc. or any company in which
Coca-Cola Enterprises Inc. has more than 50% of the voting power in the
election of directors or in which it has the power to elect a majority of
the Board of Directors.
(ii) "The Coca-Cola Company" means The Coca-Cola Company or any company
in which The Coca-Cola Company has more than 50% of the voting power in
the election of directors or in which it has the power to elect a
majority of the Board of Directors.
(iii) "Affiliate" means any entity (other than the Company) in which The
Coca-Cola Company has a 20% or greater equity or other ownership
interest, or any entity controlled directly or indirectly by such
Affiliate. Notwithstanding the above, no entity shall be an Affiliate
solely by virtue of the rights granted to The Coca-Cola Company pursuant
to a bottling contract.
(iv) "Affiliated Transaction" means any proposed merger or consolidation
with, purchase of an equity interest in, or purchase of assets other than
in the ordinary course of business from an Affiliate. and which
transaction has an aggregate value exceeding $10 million.
(v) "Independent Directors" means any member of the Company's Board of
Directors who (i) is not, and for the past five years has not been, an
officer, director or employee of The Coca-Cola Company or an Affiliate;
(ii) does not own in excess of 1% of the shares of The Coca-Cola Company;
and (iii) own any equity or other ownership interest in an entity (except
as permitted by the preceding (ii) and other than in the Company) which
is a party to the Affiliated Transaction.
(vi) "Independent Adviser" means any legal or financial adviser or other
expert (i) that has not represented or provided services to The Coca-Cola
Company during the past calendar year, or (ii) notwithstanding (i) above,
that the Affiliated Transaction Committee (as defined below) determines,
after due inquiry, is able to represent it in an independent manner not
adverse to the interests of the Company and its stockholders.
ARTICLE IV
NOTICE AND WAIVER OF NOTICE
Section 1. Notice. Any notice required to be given to shareholders
or directors under these By-Laws, the Certificate of Incorporation or by law
may be given by mailing the same, addressed to the person entitled thereto, at
such person's last known post office address and such notice shall be deemed
to be given at the time of such mailing.
Section 2. Waiver of Notice. Whenever any notice is required to be
given under these By-Laws, the Certificate of Incorporation or by law, a
waiver thereof, signed by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of any regular or special
meeting of the shareholders, directors or a committee of directors need be
specified in any written waiver of notice.
ARTICLE V
OFFICERS
Section 1. Officers of the Company. The officers of the Company
shall be selected by the Board of Directors and shall be a President, one or
more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may
elect a Controller and one or more of the following: Senior Executive Vice
President, Executive Vice President, Senior Vice President, Assistant Vice
President, Assistant Secretary, Associate Treasurer, Assistant Treasurer,
Associate Controller and Assistant Controller. Two or more offices may be
held by the same person.
The Board of Directors may designate the position of Chairman of the
Board of Directors as an officer of the Company, who, subject to the overall
direction and supervision of the Board of Directors and Committees thereof,
shall be the senior executive officer of the Company and shall have such
powers and perform such duties as may be assigned by the Board of Directors.
The Company may have a Chief Executive Officer who shall be appointed by
the Board of Directors and who, subject to the overall direction and
supervision of the Board of Directors and Committees thereof, and the Chairman
of the Board, if the Chairman is an officer of the Company, shall be in
general charge of the affairs of the Company and shall consult with and advise
the Board of Directors, the committees thereof, and the Chairman of the Board,
if the Chairman is an officer of the Company, on the business and affairs of
the Company.
The Company may have a Chief Operating Officer who shall be appointed by
the Board of Directors and who, subject to the overall direction and
supervision of the Chief Executive Officer, shall be in general charge,
control and supervision over the administration and operations of the Company
and shall have such other duties and powers as may be imposed or given by the
Board of Directors.
The Company may have a General Counsel who shall be appointed by the
Board of Directors and shall have general supervision of all matters of a
legal nature concerning the Company, unless the Board of Directors has also
appointed a General Tax Counsel, in which event the General Tax Counsel shall
have general supervision of all tax matters of a legal nature concerning the
Company.
The Company may have a Chief Financial Officer who shall be appointed by
the Board of Directors and shall have general supervision over the financial
affairs of the Company. The Company may also have a Director of Internal
Audit who shall be appointed by the Board of Directors.
Section 2. Election of Officers. At the first meeting of the Board
of Directors after each annual meeting of shareholders, the Board of Directors
shall elect the officers. From time to time the Board of Directors may elect
other officers.
Section 3. Tenure of Office; Removal. Each officer shall hold office
until the first meeting of the Board of Directors after the annual meeting of
shareholders following the officer's election and until the officer's
successor is elected and qualified or until the officer's earlier resignation
or removal. Each officer shall be subject to removal at any time, with or
without cause, by the affirmative vote of a majority of the entire Board of
Directors.
Section 4. President. The President shall have such powers and
perform such duties as may be assigned by the Board of Directors or by the
Chairman of the Board of Directors. In the absence or disability of the
President, his or her duties shall be performed by such Vice Presidents as the
Chairman of the Board of Directors or the Board of Directors may designate.
The President shall have the power to make and execute contracts on the
Company's behalf and to delegate such power to others.
Section 5. Vice Presidents. Each Vice President shall have such
powers and perform such duties as may be assigned to the Vice President by the
Board of Directors or the President. Each Vice President shall have the power
to make and execute contracts on the Company's behalf.
Section 6. Assistant Vice Presidents. An Assistant Vice President
shall perform such duties as may be assigned to him by the Board of Directors,
the President or any Vice President.
Section 7. Secretary. The Secretary shall keep minutes of all
meetings of the shareholders and of the Board of Directors, and shall keep, or
cause to be kept, minutes of all meetings of Committees of the Board of
Directors, except where such responsibility is otherwise fixed by the Board of
Directors. The Secretary shall issue all notices for meetings of the
shareholders and Board of Directors and shall have charge of and keep the seal
of the Company and shall affix the seal attested by the Secretary's signature
to such instruments or other documents as may properly require same. The
Secretary shall cause to be kept such books and records as the Board of
Directors, the Chairman of the Board of Directors or the President may re
quire; and shall cause to be prepared, recorded, transferred, issued, sealed
and cancelled certificates of stock as required by the transactions of the
Company and its shareholders. The Secretary shall attend to such correspond
ence and such other duties as may be incident to the office of the Secretary
or assigned to him by the Board of Directors or the President.
In the absence of the Secretary, an Assistant Secretary is authorized to
assume the duties herein imposed upon the Secretary and any Assistant
Secretary or other duly authorized officer may affix the seal of the Company
to such instruments or other documents as may require the same.
Section 8. Treasurer. The Treasurer shall perform all duties and
acts incident to the position of Treasurer, shall have custody of the Company
funds and securities, and shall deposit all money and other valuable effects
in the name and to the credit of the Company in such depositories as may be
designated by the Board of Directors. The Treasurer shall disburse the funds
of the Company as may be authorized, taking proper vouchers for such
disbursements, and shall render to the Board of Directors, whenever required,
an account of all the transactions of the Treasurer and of the financial
condition of the Company. The Treasurer shall vote all of the stock owned by
the Company in any corporation and may delegate that power to others. The
Treasurer shall perform such other duties as may be assigned to the Treasurer
by the Board of Directors, the President or the Chief Financial Officer and
shall report to the Chief Financial Officer or, in the absence of the Chief
Financial Officer, to the President.
In the absence of the Treasurer, an Assistant Treasurer is authorized to
assume the duties herein imposed upon the Treasurer.
Section 9. Controller. The Controller shall keep or cause to be kept
in the books of the Company provided for that purpose a true account of all
transactions and of the assets and liabilities of the Company. The Controller
shall prepare and submit to the Chief Financial Officer or, in the absence of
the Chief Financial Officer, to the President, such financial statements and
schedules as may be required to keep the Chairman of the Board of Directors,
the President and the Chief Financial Officer currently informed of the
operations and financial condition of the Company, and perform such other
duties as may be assigned by the Chief Financial Officer, or the President.
In the absence of the Controller, an Assistant Controller is authorized
to assume the duties herein imposed upon the Controller.
Section 10. Director of Internal Audit. The Director of Internal
Audit shall cause to be performed, and have general supervision over, auditing
activities of the financial transactions of the Company, including the coordi
nation of such auditing activities with the independent accountants of the
Company and shall perform such other duties as may be assigned to him from
time to time. The Director of Internal Audit shall report to the Chief
Executive Officer or, in the absence of the Chief Executive Officer, to the
President. From time to time at the request of the Audit Committee, the
Director of Internal Audit shall inform that Committee of the auditing
activities of the Company.
ARTICLE VI
RESIGNATIONS; FILLING OF VACANCIES
Section 1. Resignations. Any director, member of a committee, or
officer may resign at any time. Such resignation shall be made in writing and
shall take effect at the time specified therein, and, if no time be specified,
at the time of its receipt by the Chairman of the Board of Directors or the
Secretary. The acceptance of a resignation shall not be necessary to make it
effective.
Section 2. Filling of Vacancies. If the office of any director
becomes vacant, the directors then in office, although less than a quorum, or,
if the number of directors is increased, the directors then in office, may
elect any qualified person to fill such vacancy. In the case of a vacancy in
the office of a director caused by an increase in the number of directors, the
person so elected shall hold office until the next annual meeting of share
holders, or until his successor shall be elected and qualified. In the case
of a vacancy in the office of a director resulting otherwise than from an
increase in the number of directors, the person so elected to fill such
vacancy shall hold office for the unexpired term of the director whose office
became vacant. If the office of any officer becomes vacant, the Chairman of
the Board of Directors may appoint any qualified person to fill such vacancy
temporarily until the Board of Directors elects any qualified person for the
unexpired portion of the term. Such person shall hold office for the
unexpired term and until the officer's successor shall be duly elected and
qualified or until the officer's earlier resignation or removal.
ARTICLE VII
CAPITAL STOCK
Section 1. Form and Execution of Certificates. The certificates of
shares of the capital stock of the Company shall be in such form as shall be
approved by the Board of Directors. The certificates shall be signed by the
Chairman or Vice Chairman of the Board of Directors or the President, or a
Vice President, and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer. Each certificate of stock shall certify
the number of shares owned by the shareholder in the Company.
A facsimile of the seal of the Company may be used in connection with the
certificates of stock of the Company, and facsimile signatures of the officers
named in this Section may be used in connection with said certificates. In
the event any officer whose facsimile signature has been placed upon a certi
ficate shall cease to be such officer before the certificate is issued, the
certificate may be issued with the same effect as if such person were an
officer at the date of issue.
Section 2. Record Ownerships. All certificates shall be numbered
appropriately and the names of the owners, the number of shares and the date
of issue shall be entered in the books of the Company. The Company shall be
entitled to treat the holder of record of any share of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any equitable or
other claim to or interest in any share on the part of any other person,
whether or not it shall have express or other notice thereof, except as
required by the laws of Delaware.
Section 3. Transfer of Shares. Upon surrender to the Company or to a
transfer agent of the Company of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, it shall be the duty of the Company, if it is satisfied that all
provisions of law regarding transfers of shares have been duly complied with,
to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
Section 4. Lost, Stolen or Destroyed Stock Certificates. Any person
claiming a stock certificate in lieu of one lost, stolen or destroyed shall
give the Company an affidavit as to such person's ownership of the certificate
and of the facts which prove that it was lost, stolen or destroyed. The
person shall also, if required by the Treasurer or Secretary of the Company,
deliver to the Company a bond, sufficient to indemnify the Company against any
claims that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.
Any Vice President or the Secretary or any Assistant Secretary of the Company
is authorized to issue such duplicate certificates or to authorize any of the
transfer agents and registrars to issue and register such duplicate
certificates.
Section 5. Regulations. The Board of Directors from time to time may
make such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of shares.
Section 6. Transfer Agent and Registrar. The Board of Directors may
appoint such transfer agents and registrars of transfers as it may deem
necessary, and may require all stock certificates to bear the signature of
either or both.
ARTICLE VIII
SEAL
The Board of Directors shall provide a suitable seal containing the name
of the Company, the year "1986", and the words, "CORPORATE SEAL, DELAWARE,"
or other appropriate words. The Secretary shall have custody of the seal.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Company for each year shall end on December 31 in
each year or shall end on such other date as may be determined by the Audit
Committee from time to time.
ARTICLE X
AMENDMENTS
Section 1. Directors may Amend By-Laws. The Board of Directors shall
have the power to make, amend and repeal the By-Laws of the Company at any
regular or special meeting of the Board of Directors.
Section 2. By-Laws Subject to Amendment by Shareholders. All By-Laws
shall be subject to amendment, alteration, or repeal by the shareholders
entitled to vote at any annual meeting or at any special meeting.
ARTICLE XI
EMERGENCY BY-LAWS
Section 1. Emergency By-Laws. This Article XI shall be operative
during any emergency resulting from an attack on the United States or on a
locality in which the Company conducts its business or customarily holds
meetings of its Board of Directors or its shareholders, or during any nuclear
or atomic disaster or during the existence of any catastrophe or other similar
emergency condition, as a result of which a quorum of the Board of Directors
or the Executive Committee thereof cannot be readily convened (an
"emergency"), notwithstanding any different or conflicting provision in the
preceding Articles of these By-Laws or in the Certificate of Incorporation of
the Company. To the extent not inconsistent with the provisions of this
Article, the By-Laws provided in the preceding Articles and the provisions of
the Certificate of Incorporation of the Company shall remain in effect during
such emergency, and upon termination of such emergency, the provisions of this
Article XI shall cease to be operative.
Section 2. Meetings. During any emergency, a meeting of the Board of
Directors, or any committee thereof, may be called by any officer or director
of the Company. Notice of the time and place of the meeting shall be given by
any available means of communication by the person calling the meeting to such
of the directors and/or Designated Officers, as defined in Section 3 hereof,
as it may be feasible to reach. Such notice shall be given at such time in
advance of the meeting as, in the judgment of the person calling the meeting,
circumstances permit.
Section 3. Quorum. At any meeting of the Board of Directors, or any
committee thereof, called in accordance with Section 2 of this Article XI, the
presence or participation of two directors, one director and a Designated
Officer or two Designated Officers shall constitute a quorum for the
transaction of business.
The Board of Directors or the committees thereof, as the case may be,
shall, from time to time but in any event prior to such time or times as an
emergency may have occurred, designate the officers of the Company in a num
bered list (the "Designated Officers") who shall be deemed, in the order in
which they appear on such list, directors of the Company for purposes of
obtaining a quorum during an emergency, if a quorum of directors cannot other
wise be obtained.
Section 4. By-Laws. At any meeting called in accordance with
Section 2 of this Article XI, the Board of Directors or the committees
thereof, as the case may be, may modify, amend or add to the provisions of
this Article XI so as to make any provision that may be practical or necessary
for the circumstances of the emergency.
Section 5. Liability. No officer, director or employee of the
Company acting in accordance with the provisions of this Article XI shall be
liable except for willful misconduct.
Section 6. Repeal or Change. The provisions of this Article XI shall
be subject to repeal or change by further action of the Board of Directors or
by action of the shareholders, but no such repeal or change shall modify the
provisions of Section 5 of this Article XI with regard to action taken prior
to the time of such repeal or change.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Coca-Cola Beverages Ltd. Employee
Savings Investment Plan of Coca-Cola Enterprises Inc. of our report
dated January 19, 1998, 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, 1997, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
April 24, 1998
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, SUMMERFIELD K.
JOHNSTON, JR., Chairman, Chief Executive Officer and a Director of Coca-Cola
Enterprises Inc. (the "Company"), do hereby appoint John R. Alm,
Executive Vice President and Chief Financial Officer of the Company,
Lowry F. Kline, Executive Vice President and General Counsel of the
Company, and J. Guy Beatty, Jr., Secretary of the Company or any one of
them, my true and lawful attorney for me and in my name for the purpose
of executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant to
the terms of each of the following plans and agreements of the Company:
Deferred Compensation Plan for Nonemployee Director Compensation,
Coca-Cola Beverages Ltd. Employee Savings and Investment Plan, and Reglement
Du Plan D'Epargne De La Societe Coca-Cola Beverages S.A., or any
amendment or supplement thereto, or causing such plans or agreements or
any such amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ SUMMERFIELD K. JOHNSTON, JR.
______________________________________
Summerfield K. Johnston, Jr., Chairman,
Chief Executive Officer and Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOSEPH R. GLADDEN,
JR., a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman and Chief
Executive Officer of the Company, John R. Alm, Executive Vice
President and Chief Financial Officer of the Company, Lowry F.
Kline, Executive Vice President and General Counsel of the Company,
and J. Guy Beatty, Jr., Secretary of the Company or any one of them,
my true and lawful attorney for me and in my name for the purpose of
executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant
to the terms of each of the following plans and agreements of the
Company: Deferred Compensation Plan for Nonemployee Director
Compensation, Coca-Cola Beverages Ltd. Employee Savings and
Investment Plan, and Reglement Du Plan D'Epargne De La Societe
Coca-Cola Beverages S.A., or any amendment or supplement thereto, or
causing such plans or agreements or any such amendment or supplement
to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th
day of February, 1998.
S/ JOSEPH R. GLADDEN, JR.
________________________________
Joseph R. Gladden, Jr., Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHNNETTA B. COLE,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and
Chief Financial Officer of the Company, Lowry F. Kline, Executive
Vice President and General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company or any one of them, my true
and lawful attorney for me and in my name for the purpose of
executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant
to the terms of each of the following plans and agreements of the
Company: Deferred Compensation Plan for Nonemployee Director
Compensation, Coca-Cola Beverages Ltd. Employee Savings and
Investment Plan, and Reglement Du Plan D'Epargne De La Societe
Coca-Cola Beverages S.A., or any amendment or supplement thereto, or
causing such plans or agreements or any such amendment or supplement
to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th
day of February, 1998.
S/ JOHNNETTA B. COLE
___________________________
Johnnetta B. Cole, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HOWARD G. BUFFETT,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and
Chief Financial Officer of the Company, Lowry F. Kline, Executive
Vice President and General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company or any one of them, my true
and lawful attorney for me and in my name for the purpose of
executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant
to the terms of each of the following plans and agreements of the
Company: Deferred Compensation Plan for Nonemployee Director
Compensation, Coca-Cola Beverages Ltd. Employee Savings and
Investment Plan, and Reglement Du Plan D'Epargne De La Societe
Coca-Cola Beverages S.A., or any amendment or supplement thereto, or
causing such plans or agreements or any such amendment or supplement
to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th
day of February, 1998.
S/ HOWARD G. BUFFETT
___________________________
Howard G. Buffett, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN-CLAUDE KILLY,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and
Chief Financial Officer of the Company, Lowry F. Kline, Executive
Vice President and General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company or any one of them, my true
and lawful attorney for me and in my name for the purpose of
executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant
to the terms of each of the following plans and agreements of the
Company: Deferred Compensation Plan for Nonemployee Director
Compensation, Coca-Cola Beverages Ltd. Employee Savings and
Investment Plan, and Reglement Du Plan D'Epargne De La Societe
Coca-Cola Beverages S.A., or any amendment or supplement thereto, or
causing such plans or agreements or any such amendment or supplement
to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th
day of February, 1998.
S/ JOHN-CLAUDE KILLY
___________________________
Jean-Claude Killy, Director
Coca-Cola Enterprises Inc.
<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 Summerfield K. Johnston, Jr., Chairman and Chief
Executive Officer of the Company, John R. Alm, Executive Vice
President and Chief Financial Officer of the Company, Lowry F.
Kline, Executive Vice President and General Counsel of the Company,
and J. Guy Beatty, Jr., Secretary of the Company or any one of them,
my true and lawful attorney for me and in my name for the purpose of
executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant
to the terms of each of the following plans and agreements of the
Company: Deferred Compensation Plan for Nonemployee Director
Compensation, Coca-Cola Beverages Ltd. Employee Savings and
Investment Plan, and Reglement Du Plan D'Epargne De La Societe
Coca-Cola Beverages S.A., or any amendment or supplement thereto, or
causing such plans or agreements or any such amendment or supplement
to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th
day of February, 1998.
S/ SCOTT L. PROBASCO, JR.
________________________________
Scott L. Probasco, Jr., Director
Coca-Cola Enterprises Inc.
<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 Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and
Chief Financial Officer of the Company, Lowry F. Kline, Executive
Vice President and General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company or any one of them, my true
and lawful attorney for me and in my name for the purpose of
executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant
to the terms of each of the following plans and agreements of the
Company: Deferred Compensation Plan for Nonemployee Director
Compensation, Coca-Cola Beverages Ltd. Employee Savings and
Investment Plan, and Reglement Du Plan D'Epargne De La Societe
Coca-Cola Beverages S.A., or any amendment or supplement thereto, or
causing such plans or agreements or any such amendment or supplement
to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th
day of February, 1998.
S/ JOHN E. JACOB
___________________________
John E. Jacob, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, L. PHILLIP HUMANN,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and
Chief Financial Officer of the Company, Lowry F. Kline, Executive
Vice President and General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company or any one of them, my true
and lawful attorney for me and in my name for the purpose of
executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant
to the terms of each of the following plans and agreements of the
Company: Deferred Compensation Plan for Nonemployee Director
Compensation, Coca-Cola Beverages Ltd. Employee Savings and
Investment Plan, and Reglement Du Plan D'Epargne De La Societe
Coca-Cola Beverages S.A., or any amendment or supplement thereto, or
causing such plans or agreements or any such amendment or supplement
to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th
day of February, 1998.
S/ L. PHILLIP HUMANN
---------------------------------
L. Phillip Humann, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, CLAUS M. HALLE, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and
Chief Financial Officer of the Company, Lowry F. Kline, Executive
Vice President and General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company or any one of them, my true
and lawful attorney for me and in my name for the purpose of
executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant
to the terms of each of the following plans and agreements of the
Company: Deferred Compensation Plan for Nonemployee Director
Compensation, Coca-Cola Beverages Ltd. Employee Savings and
Investment Plan, and Reglement Du Plan D'Epargne De La Societe
Coca-Cola Beverages S.A., or any amendment or supplement thereto, or
causing such plans or agreements or any such amendment or supplement
to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th
day of February, 1998.
S/ CLAUS M. HALLE
-------------------------------------
Claus M. Halle, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, ROBERT A. KELLER,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and
Chief Financial Officer of the Company, Lowry F. Kline, Executive
Vice President and General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company or any one of them, my true
and lawful attorney for me and in my name for the purpose of
executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant
to the terms of each of the following plans and agreements of the
Company: Deferred Compensation Plan for Nonemployee Director
Compensation, Coca-Cola Beverages Ltd. Employee Savings and
Investment Plan, and Reglement Du Plan D'Epargne De La Societe
Coca-Cola Beverages S.A., or any amendment or supplement thereto, or
causing such plans or agreements or any such amendment or supplement
to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th
day of February, 1998.
S/ ROBERT A. KELLER
___________________________
Robert A. Keller, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN L. CLENDENIN,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and
Chief Financial Officer of the Company, Lowry F. Kline, Executive
Vice President and General Counsel of the Company, and J. Guy
Beatty, Jr., Secretary of the Company or any one of them, my true
and lawful attorney for me and in my name for the purpose of
executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant
to the terms of each of the following plans and agreements of the
Company: Deferred Compensation Plan for Nonemployee Director
Compensation, Coca-Cola Beverages Ltd. Employee Savings and
Investment Plan, and Reglement Du Plan D'Epargne De La Societe
Coca-Cola Beverages S.A., or any amendment or supplement thereto, or
causing such plans or agreements or any such amendment or supplement
to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th
day of February, 1998.
S/ JOHN L. CLENDENIN
-------------------------------
John L. Clendenin, Director
Coca-Cola Enterprises Inc.
<PAGE>
