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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.
1999 STOCK OPTION PLAN
(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
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
regustered registered share price fee
- ----------- ------------- --------- ---------- -------------
Coca-Cola 1,000,000 $34.75(1) $34,750,000(1) $9,661(1)
Enterprises shares
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 May 3, 1999.
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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, 1998;
(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, 1998;
(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 (File Number 01-09300), 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
liability of directors of the Registrant for monetary damages 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 in violation of
the statute, or obtaining an improper personal benefit.
PAGE
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Article Eleventh of the Registrant's Restated
Certificate of Incorporation provides for indemnification of
directors, officers and employees to the extent permitted by the
GCL. Section 145 of the GCL authorizes indemnification of
directors, officers, employees and agents 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, officer, employee
or agent of the corporation. The section permits indemnification
if the individual acted in good faith and 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 no reasonable cause to believe his conduct to be unlawful.
If, in an action brought by or in the right of the corporation,
the individual is adjudged to be liable to the corporation, he
may be indemnified for expenses only to the extent that the court
finds to be proper. Present or former directors or officers who
are successful in defense of any claim against them are entitled
to indemnification as of right against expenses reasonably
incurred in connection therewith. Otherwise, with respect to
current directors or officers, indemnification shall be made
(unless otherwise ordered by a court) only if a majority of the
disinterested directors, a committee of disinterested directors,
independent legal counsel or the stockholders determine that the
applicable standard of conduct has been met. Section 145
authorizes 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 CLAIMS.
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 Company's Current Report on Form 8-K
(Date of Report July 22, 1997).
4.2 Bylaws of Coca-Cola Enterprises, as amended
through April 23, 1999.
5.1 Opinion of Lowry F. Kline, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Lowry F. Kline, Esq., included in Exhibit 5.
PAGE
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24.1 Powers of Attorney.
24.2 Resolutions of Board of Directors.
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 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.
PAGE
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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
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 28th
day of April, 1999.
COCA-COLA ENTERPRISES INC.
(Registrant)
By: HENRY A. SCHIMBERG *
-------------------------------------
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.
HENRY A SCHIMBERG* President and Chief April 28, 1999
- ------------------ Executive Officer
(Henry A. Schimberg) and a Director
Schimberg) (principal executive
officer)
PATRICK J. MANNELLY* Vice President and April 28, 1999
- --------------------- Chief Financial
(Patrick J. Mannelly) Officer (principal
financial officer)
MICHAEL P. COGHLAN* Vice President and April 28, 1999
- -------------------- Controller
(Michael P. Coghlan) (principal accounting
officer)
HOWARD G. BUFFETT* Director April 28, 1999
- --------------------
(Howard G. Buffett)
JAMES E. CHESTNUT* Director April 28, 1999
- --------------------
(James E. Chestnut)
JOHN L. CLENDENIN* Director April 28, 1999
- --------------------
(John L. Clendenin)
JOHNNETTA B. COLE* Director April 28, 1999
- --------------------
(Johnnetta B. Cole)
J. TREVOR EYTON* Director April 28, 1999
- --------------------
(J. Trevor Eyton)
JOSEPH R. GLADDEN, Director April 28, 1999
JR.*
- --------------------
(Joseph R. Gladden,
Jr.)
CLAUS M. HALLE* Director April 28, 1999
- --------------------
(Claus M. Halle)
L. PHILLIP HUMANN* Director April 28, 1999
- --------------------
(L. Phillip Humann)
JOHN E. JACOB* Director April 28, 1999
- --------------------
(John E. Jacob)
ROBERT A. KELLER* Director April 28, 1999
- --------------------
(Robert A. Keller)
JEAN-CLAUDE KILLY* Director April 28, 1999
- --------------------
(Jean-Claude Killy)
S.L. PROBASCO, JR.* Director April 28, 1999
- --------------------
(S.L. Probasco, Jr.)
*By: s/LOWRY F. KLINE
--------------------
Lowry F. Kline
Attorney-in-Fact
PAGE
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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
Company's Current Report on Form 8-K (Date of
Report July 22, 1997).
4.2 Bylaws of Coca-Cola Enterprises, as amended
through April 23, 1999.
5.1 Opinion of Lowry F. Kline, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Lowry F. Kline, Esq., included in
Exhibit 5.
24.1 Powers of Attorney.
24.2 Resolutions of Board of Directors.
<PAGE>
<PAGE>
EXHIBIT 4.2
BY-LAWS
OF
COCA-COLA ENTERPRISES INC.
As amended through April 23, 1999
PAGE
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BY-LAWS
OF
COCA-COLA ENTERPRISES INC.
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 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
determine 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 proce
dures 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 President, 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 postponed 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.
If there is no Chief Operating Officer, the Company may have
one or more Principal Operating Officers 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 such of the operations of the
Company as may be determined by the Chief Executive Officer and
shall have such other duties and powers as may be imposed or given
by the Board of Directors.
The Company may have a Chief Administrative 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 such of
the corporate administration functions of the Company as may be
determined by the Chief Executive Officer and shall have such other
duties and powers as may be imposed or given by the Board of
Directors.
The Company may have a Chief Financial Officer who shall be
appointed by the Board of Directors and shall have general super
vision 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.
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.
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 responsi
bility 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 require; 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
correspondence 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 coordination 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 shareholders, 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 certi
ficates 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 numbered 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.
EXHIBIT 5.1
April 28, 1999
Coca-Cola Enterprises Inc.
One Coca-Cola Plaza, N.W.
Atlanta, GA 30313
Re: Form S-8 Registration Statement of Coca-Cola Enterprises
Inc.; Registration of 1,000,000 Shares of Common Stock, $1
par value, under the Coca-Cola Enterprises Inc. 1999 Stock
Option Plan
Ladies and Gentlemen:
I am the Executive 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 1,000,000 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. 1999 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
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Coca-Cola
Enterprises Inc. 1999 Stock Option Plan of our report
dated January 18, 1999, 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, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
April 29, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL 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 of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel 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 a registration statement on
Form S-8 in connection with the Coca-Cola Enterprises Inc. 1999
Stock Option Plan, and causing such amendment 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
23rd day of April 1999.
S/ HOWARD G. BUFFETT
____________________________________
Howard G. Buffett, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL 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 of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel 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 an amendment to the
registration statement on Form S-8 filed in connection with the
Coca-Cola Enterprises Inc. 1999 Stock Option Plan, and causing
such amendment 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
23rd day of April, 1999.
S/ JOHN L. CLENDENIN
____________________________________
John L. Clendenin, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL 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 of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel 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 an amendment to the
registration statement on Form S-8 filed in connection with the
Coca-Cola Enterprises Inc. 1999 Stock Option Plan, and causing
such amendment 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
30th day of April, 1999.
S/ JOHNNETTA B. COLE
____________________________________
Johnnetta B. Cole, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, J. TREVOR EYTON, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman of the Company,
John R. Alm, Executive Vice President and Chief Financial Officer
of the Company and Lowry F. Kline, Executive Vice President and
General Counsel 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 an amendment to the registration statement
on Form S-8 filed in connection with the Coca-Cola Enterprises
Inc. 1999 Stock Option Plan, and causing such amendment 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
23rd day of April, 1999.
S/ J. TREVOR EYTON
____________________________________
J. Trevor Eyton, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL 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 of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel 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 an amendment to the
registration statement on Form S-8 filed in connection with the
Coca-Cola Enterprises Inc. 1999 Stock Option Plan, and causing
such amendment 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
23rd day of April, 1999.
S/ JOSEPH R. GLADDEN
____________________________________
Joseph R. Gladden, Jr., Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL 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 of the Company,
John R. Alm, Executive Vice President and Chief Financial Officer
of the Company and Lowry F. Kline, Executive Vice President and
General Counsel 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 an amendment to the registration statement
on Form S-8 filed in connection with the Coca-Cola Enterprises
Inc. 1999 Stock Option Plan, and causing such amendment 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
23rd day of April, 1999.
S/ CLAUS M. HALLE
____________________________________
Claus M. Halle, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL 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 of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel 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 an amendment to the
registration statement on Form S-8 filed in connection with the
Coca-Cola Enterprises Inc. 1999 Stock Option Plan, and causing
such amendment 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
23rd day of April, 1999.
S/ L. PHILLIP HUMANN
____________________________________
L. Phillip Humann, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL 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 of the Company,
John R. Alm, Executive Vice President and Chief Financial Officer
of the Company and Lowry F. Kline, Executive Vice President and
General Counsel 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 an amendment to the registration statement
on Form S-8 filed in connection with the Coca-Cola Enterprises
Inc. 1999 Stock Option Plan, and causing such amendment 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
23rd day of April, 1999.
S/ JOHN E. JACOB
____________________________________
John E. Jacob, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL 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 of the Company,
John R. Alm, Executive Vice President and Chief Financial Officer
of the Company and Lowry F. Kline, Executive Vice President and
General Counsel 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 an amendment to the registration statement
on Form S-8 filed in connection with the Coca-Cola Enterprises
Inc. 1999 Stock Option Plan, and causing such amendment 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
23rd day of April, 1999.
s/ ROBERT A. KELLER
____________________________________
Robert A. Keller, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, JEAN-CLAUDE KILLY,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel 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 an amendment to the
registration statement on Form S-8 filed in connection with the
Coca-Cola Enterprises Inc. 1999 Stock Option Plan, and causing
such amendment 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
23rd day of April, 1999.
JEAN-CLAUDE KILLY
____________________________________
Jean-Claude Killy, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, S. L. PROBASCO,
JR., a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel 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 an amendment to the
registration statement on Form S-8 filed in connection with the
Coca-Cola Enterprises Inc. 1999 Stock Option Plan, and causing
such amendment 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
23rd day of April, 1999.
S/S. L. PROBASCO, JR.
____________________________________
S.L. Probasco, Jr., Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, JAMES E. CHESTNUT,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel 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 an amendment to the
registration statement on Form S-8 filed in connection with the
Coca-Cola Enterprises Inc. 1999 Stock Option Plan, and causing
such amendment 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
23rd day of April, 1999.
S/ JAMES E. CHESTNUT
____________________________________
James E. Chestnut, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, MICHAEL P. COGHLAN,
Vice President and Controller of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline,
Executive Vice President and General Counsel 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 an amendment to
the registration statement on Form S-8 filed in connection with
the Coca-Cola Enterprises Inc. 1999 Stock Option Plan, and
causing such amendment 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
23rd day of April, 1999.
____________________________________
Michael P. Coghlan
Vice President and Controller
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, HENRY A. SCHIMBERG,
President and Chief Executive Officer and a Director of Coca-Cola
Enterprises Inc. (the "Company"), do hereby appoint Summerfield
K. Johnston, Jr., Chairman of the Company, John R. Alm, Executive
Vice President and Chief Financial Officer of the Company and
Lowry F. Kline, Executive Vice President and General Counsel 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 an
amendment to the registration statement on Form S-8 filed in
connection with the Coca-Cola Enterprises Inc. 1999 Stock Option
Plan, and causing such amendment 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
23rd day of April, 1999.
S/ HENRY A. SCHIMBERG
____________________________________
Henry A. Schimberg,
President and Chief Executive
Officer and a Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, PATRICK J.
MANNELLY, Vice President and Chief Financial Officer of Coca-Cola
Enterprises Inc. (the "Company"), do hereby appoint Summerfield
K. Johnston, Jr., Chairman of the Company, John R. Alm, Executive
Vice President and Principal Operating Officer of the Company and
Lowry F. Kline, Executive Vice President and General Counsel 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 an
amendment to the registration statement on Form S-8 filed in
connection with the Coca-Cola Enterprises Inc. 1999 Stock Option
Plan, and causing such amendment 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
23rd day of April, 1999.
S/ PATRICK J. MANNELLY
____________________________________
Patrick J. Mannelly
Vice President and Chief Financial
Officer
Coca-Cola Enterprises Inc.
<PAGE>
<PAGE>
EXHIBIT 24.2
COCA-COLA ENTERPRISES INC.
MEETING OF THE BOARD OF DIRECTORS
APRIL 23, 1999
WILMINGTON, DELAWARE
11:00 A.M.
********************************
Proposed resolutions approving four Form S-8 filings
RESOLVED, that the Company be, and it hereby is, authorized to
file with the Securities and Exchange Commission a registration
statement, including any exhibits thereto and any amendments and
supplements thereto, on any appropriate form authorized by the
Securities and Exchange Commission under the Securities Act of
1933, as amended, providing for registration of each of the
following: (1) 1,000,000 shares of the Company's common stock
issuable under the Coca-Cola Enterprises Inc. 1999 Stock Option
Plan, (2) 200,000 shares of the Company's common stock issuable
under the Coca-Cola Enterprises Inc. Stock Deferral Plan, (3)
200,000 shares of the Company's common stock issuable under the
CCE - NL Aandelen Spaarplan, and (4) 200,000 additional shares of
the Company's common stock issuable under the Reglement du Plan
d'Epargne de la Societe Coca-Cola Entreprise S.A. (collectively,
the "Plans"); and
FURTHER RESOLVED, that the proper officers of the Company be, and
each of them hereby is, authorized, in the name and on behalf of
the Company, to execute and deliver powers of attorney appointing
the directors and officers of the Company, or any of them, to act
as attorney in fact for the Company for the purpose of executing
and filing with the Securities and Exchange Commission any such
registration statements, or any amendment or supplement, thereto,
or any document deemed appropriate by any such officer in
connection therewith; and
FURTHER RESOLVED, that Lowry F. Kline be, and he hereby is,
designated and appointed as the agent for service of the company
in all matters related to such registration statements; and
FURTHER RESOLVED, that the Company may execute and deliver to the
New York Stock Exchange, Inc. or any other appropriate exchange,
any application, including any amendment or supplement thereto,
for the listing of shares of the Company's common stock that may
be issued under the Plans, upon official notice of issuance, and
may appoint a listing agent or listing agents to represent the
Company for such purpose and to execute, in the name and on
behalf of the Company, any other agreement or instrument that may
be necessary or appropriate to accomplish such listing; and
FURTHER RESOLVED, that the Company be, and it hereby is,
authorized to effect or maintain the registration or
qualification (or exemption therefrom) of all or any part of the
securities that may be issued under the Plans for offer or sale
under the securities laws of any of the states or jurisdiction of
the United States of America or under the applicable laws or
regulations of any country or political subdivision thereof; and
FURTHER RESOLVED, that any officer of the Company, or such other
person or persons as the chief executive officer or his designee
may appoint, be, and each of them hereby is, authorized to
execute, in the name and on behalf of the Company and under its
corporate seal or otherwise, deliver and file any agreement,
instrument, certificate or any other document, or any amendment
or supplement thereto, and to take any other action that such
person may deem appropriate to carry out the intent and purpose
of the preceding resolutions and to effect the transactions
contemplated thereby.
<PAGE>
