<PAGE>
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.
STOCK DEFERRAL 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 200,000 $34.75(1) $6,950,000(1) $1,933(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.
<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, 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.
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, incorporated by reference to Exhibit 4.2
to the Company's Registration Statement on Form S-8, No. 333-77801.
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.
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.
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 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
(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
<PAGE>
<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
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, incorporated by reference
to Exhibit 4.2 to the Company's Registration
Statement on Form S-8, No. 333-77801.
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>
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 200,000 Shares of Common Stock, $1 par value,
under the Coca-Cola Enterprises Inc. Stock Deferral 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 200,000
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. Stock Deferral 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. Stock Deferral 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
EXHIBIT 24.1
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. Stock
Deferral 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. Stock Deferral 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.Stock Deferral 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/ 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. Stock Deferral 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. Stock Deferral 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, JR.
___________________________________
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. Stock Deferral 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. Stock Deferral 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. Stock Deferral 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. Stock Deferral 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. Stock Deferral, 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/ 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.Stock Deferral 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. Stock Deferral 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. Stock Deferral 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/ MICHAEL P. COGHLAN
____________________________________
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. Stock Deferral
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. Stock Deferral
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.
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.
