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REGISTRATION NO. 333-_______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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COCA-COLA ENTERPRISES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-0503352
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2500 WINDY RIDGE PARKWAY, ATLANTA, GEORGIA 30339
(770) 989-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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LOWRY F. KLINE
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
COCA-COLA ENTERPRISES INC.
2500 WINDY RIDGE PARKWAY, ATLANTA, GEORGIA 30339
(770) 989-3000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Approximate date of commencement of proposed sale to the
public: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT AS DETERMINED BY MARKET CONDITIONS.
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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, please check
the following box. [X]
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If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per share offering price fee
- ------------- ------------ ------------- --------------- ------------
Coca-Cola
Enterprises 1,000,000 (1) $33.15625(1) $33,156,250 $9,218
Inc. shares
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
February 17, 1999.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
February 19, 1999
PROSPECTUS
1,000,000 SHARES
COCA-COLA ENTERPRISES INC.
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
Certain share owners of Coca-Cola Enterprises Inc. intend to
sell from time to time up to 1,000,000 shares of Coca-Cola
Enterprises Inc. common stock, $1.00 par value per share. Coca-Cola
Enterprises Inc. will be called the company in this document. The
selling share owners, or their respective pledgees, donees,
tranferees or other successors in interest, have advised the company
that they propose to offer the shares, from time to time, through
brokers in brokerage transactions on the New York Stock Exchange, to
underwriters, dealers or others in negotiated transactions or in a
combination of such methods of sale, at fixed prices which may be
changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
selling share owners may also offer to sell and sell the shares in
options transactions. Brokers, dealers and underwriters that
participate in the distribution of the shares may be deemed to be
underwriters under the Securities Act of 1933, and any discounts or
commissions received by them from any Selling Share Owner and any
profits on the resale of shares by them may be deemed to be
underwriting discounts and commissions under the Securities Act. The
selling share owners may be deemed to be underwriters under the
Securities Act.
The company will not receive any part of the proceeds from the
sale of the shares. The selling share owners will pay all applicable
stock transfer taxes, brokerage commissions, underwriting discounts
or commissions and the fees of the selling share owners' counsel, but
the company will bear all other expenses in connection with the
offering made hereunder.
The common stock is listed on the New York Stock Exchange under
the symbol "CCE." On February 17, 1999, the last reported sale price
of the common stock on the New York Stock Exchange Composite Tape was
$32.625 per share.
----------------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
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THE DATE OF THIS PROSPECTUS IS _____________, 1999.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 SAFE HARBOR
CAUTIONARY STATEMENT
This prospectus and the documents incorporated by reference
herein contain "forward-looking" statements, as defined in the
Private Securities Litigation Reform Act of 1995, that are based on
current expectations, estimates and projections. Statements that are
not historical facts, including statements about the beliefs and
expectations of the company, are forward-looking statements. These
statements discuss potential risks and uncertainties and, therefore,
actual results may differ materially. You are cautioned not to place
undue reliance upon these forward-looking statements, which speak
only as of the date on which they were made. The company does not
undertake any obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
TABLE OF CONTENTS
Page
THE COMPANY 5
SELLING SHARE OWNERS 7
ISSUANCE OF COMMON STOCK TO SELLING SHARE OWNERS 8
PLAN OF DISTRIBUTION 8
USE OF PROCEEDS 9
VALIDITY OF THE SHARES 9
EXPERTS 10
WHERE TO FIND MORE INFORMATION 10
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THE COMPANY
The company is the world's largest marketer, distributor and
producer of bottled and canned beverages of The Coca-Cola Company.
The company was incorporated in 1944 under the laws of Delaware
as a wholly owned subsidiary of The Coca-Cola Company and became a
public company in 1986. At January 29, 1999, The Coca-Cola Company
owned approximately 40% of the company's common stock.
The company's bottling territories in North America and in
Europe contain approximately 353 million people. The company
estimates that within its territories 3.8 billion equivalent cases
(192 ounces of finished beverage product) were sold in 1998; about
90% of this volume consisted of beverages produced and sold under
licenses from The Coca-Cola Company.
The company's Coca-Cola bottling rights within the United States
are perpetual; elsewhere, bottling rights have expiration dates.
The company's principal executive offices are located at 2500
Windy Ridge Parkway, Atlanta, Georgia 30339. The telephone number is
(770) 989-3000.
Relationship With The Coca-Cola Company
The Coca-Cola Company is the company's largest share owner.
Four directors of the company are executive officers or former
executive officers of The Coca-Cola Company.
The company and The Coca-Cola Company are parties to a number of
significant transactions and agreements incident to their respective
businesses and may enter into additional material transactions and
agreements in the future.
The company conducts its business primarily under contracts with
The Coca-Cola Company. These contracts give the company the
exclusive right to market, distribute and produce beverage products
of The Coca-Cola Company in authorized bottles and cans in specified
territories and provide The Coca-Cola Company with the ability, in
its sole discretion, to establish prices, terms of payment, and other
terms and conditions for the purchase of concentrates and syrups from
The Coca-Cola Company. Other significant transactions and agreements
relate to, among other things, arrangements for cooperative
marketing, advertising expenditures and purchases of sweeteners.
Since 1979, The Coca-Cola Company has assisted in the transfer
of ownership or financial restructuring of a majority of its United
States bottler operations and has assisted in similar transfers of
bottlers operating outside the United States. Certain bottlers and
interests therein have been acquired by The Coca-Cola Company, and
certain of those have been sold to bottlers, including the company,
which management of The Coca-Cola Company believes to be the best
suited to manage and develop these acquired operations. The
Coca-Cola Company has advised the company that it may continue this
reorganization of its bottler system. In connection with such
transactions, The Coca-Cola Company may own all or part of the equity
interests of acquired bottlers for varying periods of time.
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As a result of matters such as the foregoing, the relationship
between the company and The Coca-Cola Company may give rise to
potential conflicts of interest.
Acquisitions and Divestitures
On June 5, 1998, the company acquired The Coca-Cola Bottling
Group (Southwest), Inc. and Texas Bottling Group, Inc.
During December 1998 and January 1999, the company acquired
seven independent United States bottlers. The company financed the
acquisitions primarily with shares of the company's common stock,
and, to a lesser extent, with debt and assumed debt.
The total cost of all the company's acquisitions since
reorganization in 1986 is approximately $13 billion, including
assumed and issued debt, where applicable.
The company intends to acquire only bottling businesses offering
the company the ability to increase long-term share-owner value.
Year 2000
The company's Year 2000 strategic plan identifies initiatives
necessary to minimize failures of electronic systems to process date
sensitive information in the Year 2000 and thereafter. The company's
plan is subdivided into six functional areas of the company:
Sales/Marketing, Human Resources, Cold Drink, Finance, Operations and
Corporate functions. These functional areas encompass both
information technology (IT) systems such as the company's financial
and inventory applications and non-IT systems such as production
plant systems. Each functional area plan details specific tasks
needed to identify and inventory Year 2000 issues, taking them
through assessment, remediation, testing, certification and
implementation. By the end of 1997, the company had substantially
completed the identification and inventory stages for its North
American systems. By the end of second quarter 1998, the company had
also substantially completed these stages for its European systems.
The assessment and remediation processes are underway and the
company is using both internal and external resources to reprogram,
or replace where necessary, and to test modifications. Projects are
in various stages of completion. The company estimates that
approximately 75% of the identified issues have been corrected at
December 31, 1998.
As a result of the numerous systems used by companies that the
company has acquired in recent years and also due to technological
enhancements, the company has had an ongoing information systems
development plan with scheduled replacements of systems throughout
the organization. Year 2000 compliance is a by-product of the
company's development plan. The company has delayed certain IT
projects in order to reassign company resources to the Year 2000
strategic plan. Delayed projects primarily involve IT system
enhancements which are not critical to the company's business.
The remediation process is targeted to be 90% completed by the
first quarter of 1999. Testing and certification of these systems
and applications are targeted for completion by mid-1999. The
following table lists significant systems and the company's projected
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completion dates with respect to Year 2000 readiness:
North America European
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Revenue, billing and accounts receivable 1st Q - 1999 2nd Q - 1999
Order entry and fulfillment 3rd Q - 1999 2nd Q - 1999
Inventory and cost accounting 3rd Q - 1999 2nd Q - 1999
Accounts payable and purchasing 3rd Q - 1999 2nd Q - 1999
Payroll 1st Q - 1999 2nd Q - 1999
General ledger 1st Q - 1999 2nd Q - 1999
Production processing 1st Q - 1999 2nd Q - 1999
Electronic Commerce (EDI) 3rd Q - 1999 3rd Q - 1999
Other Non-IT Systems 2nd Q - 1999 2nd Q - 1999
The company has incurred and expensed approximately $21 million
to date in the implementation of its Year 2000 strategic plan for
both IT and non-IT systems. The total cost through completion of the
company's Year 2000 plan is estimated to be in the range of $32 to
$40 million. Plan costs have been budgeted in either the company's
regular operating budget or its capital expenditures budget. The
company's projected costs are based on management's best estimates
and actual results could differ as the plan is implemented.
A critical step in the company's strategic plan is the
coordination of Year 2000 readiness with third parties. The company
is communicating with its significant suppliers and customers to
determine the extent to which the company and it's interface systems
are vulnerable if the customer, supplier or a third party fails to
resolve their Year 2000 issues. The company has become aware of two
raw material/packaging suppliers who appear to be having difficulty
in achieving Year 2000 readiness. The company will continue to work
with all its major trading partners to understand the associated
risks and plan for contingencies.
The company believes that necessary modifications and
replacements of its critical IT and non-IT systems will be completed
timely. If for any reason, the company's critical service providers,
suppliers or customers are unable to resolve their Year 2000 issues
in a timely manner, such matters could have a material impact on the
company's results of operations. Specifically, the lack of Year 2000
readiness by raw material/ packaging suppliers could impact the
availability and expected cost of raw materials and, therefore,
production.
SELLING SHARE OWNERS
The shares are being offered for the account of the selling
share owners named below. The selling share owners acquired the
shares in exchange for their shares of common stock of Magnolia Coca-Cola
Bottling Company ("Magnolia"), Las Cruces Coca-Cola Bottling Co.
(NSL) ("Las Cruces"), The Coca-Cola Bottling Co. of Tucson
("Tucson"), Coca-Cola Bottling Company ("CCBC"), Woltex Contract
Company ("Woltex") and Four Star Sugar Company ("Four Star"). Each
of the selling share owners may offer shares in separate transactions
or in a single transaction.
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The following table sets forth the name of each Selling
Share Owner and the number of shares held by each Selling Share
Owner. No Selling Share Owner holds as much as one percent of the
outstanding common stock of the company.
Shares
Beneficially
Name Owned
---- ------------
J. W. Wolslager...................... 978,000
Stephen S. Wolslager................. 5,500
William E. Neslage................... 5,500
William E. Neslage, Jr............... 5,500
Mary Jo Hall......................... 5,500
ISSUANCE OF COMMON STOCK TO SELLING SHARE OWNERS
On December 31, 1998, the company issued, among other or
additional consideration, 1,000,000 shares to the selling share
owners in connection with the acquisition by the company of Magnolia,
Las Cruces, Tucson, CCBC, Woltex and Four Star. The acquisition was
completed in three steps: (1) Woltex merged into Magnolia, (2)
Magnolia, Las Cruces, Tucson, and CCBC each merged with one of four
separate subsidiaries of the company in reverse triangular mergers
whereby Magnolia, Las Cruces, Tucson and CCBC survived as wholly
owned subsidiaries of the company, and (3) Four Star merged into
Magnolia. The company relied on Rule 506 of Regulation D under the
Securities Act of 1933, as amended, which provides an exemption from
the registration requirements of the Securities Act of 1933 for sales
to accredited investors (as defined by Rule 501(a) of Regulation D
under the Securities Act of 1933). In connection with the
acquisition of Magnolia, Las Cruces, Tucson, CCBC, Woltex and Four
Star, the company agreed to file a registration statement following
the closing of the transactions to cover 1,000,000 shares.
PLAN OF DISTRIBUTION
The shares may be sold from time to time directly by one or more
of the selling share owners, or their respective pledgees, donees,
transferees or other successors in interest, in separate transactions
or in a single transaction. Such sales may be made on the New York
Stock Exchange, or such other national securities exchange or
automated interdealer quotation system on which shares of common
stock are then listed, through negotiated transactions or otherwise
at market prices prevailing at the time of the sale or at negotiated
prices. The selling share owners may also offer to sell and sell the
shares in option transactions. Alternatively, from time to time one
or more of the selling share owners may offer shares through brokers,
dealers or agents who may receive compensation in the form of
concessions or commissions from any such selling share owners, agents
and/or the purchasers for whom they may act as agent. If necessary, a
supplemental prospectus will describe the method of sale in greater
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detail. In addition, any of the shares which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this prospectus.
The selling share owners and any such brokers, dealers or agents
that participate in the distribution of the shares may be deemed to
be "underwriters" within the meaning of the Securities Act, and any
profits on the sale of shares by them and any associated discounts,
commissions or concessions that are received may be deemed to be
underwriting compensation under the Securities Act. To the extent a
Selling Share Owner may be deemed to be an underwriter, such Selling
Share Owner may be subject to certain statutory liabilities under the
Securities Act, including but not limited to Sections 11 and 12 of
the Securities Act.
Shares may be sold from time to time in one or more transactions
at a fixed offering price, which may be changed, or at varying prices
determined at the time of sale or at negotiated prices. If
applicable, such prices will be determined by agreement between the
selling share owners and any such dealers. The selling share owners
may, from time to time, authorize dealers, acting as the selling
share owners' agents, to solicit offers to purchase shares upon the
terms and conditions set forth in any supplemental prospectus. The
company is not aware of any arrangements or contracts that the
selling share owners have entered into to effect any such
transactions in the shares, nor is the company aware of which brokerage
firms the selling share owners may select to effect brokerage transactions.
The selling share owners and any other person participating in a
sale or distribution of shares will be subject to applicable
provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rule 10b-5 and Regulation M,
which provisions may limit the timing of purchases and sales of any of
the shares by the selling share owners and any other such person.
The company will not receive any part of the proceeds from the
sale of the shares. The selling share owners will pay all applicable
stock transfer taxes, brokerage commissions, underwriting discounts
or commissions and the fees of the selling share owners' counsel, and
the company will bear all other expenses in connection with the
offering and sale of the shares, including filing fees, legal and
accounting fees and expenses, printing costs, and other expenses
arising out of the preparation and filing of the registration
statement and this prospectus.
USE OF PROCEEDS
The company will not receive any proceeds from the sales
hereunder of the shares but will bear certain of the expenses
thereof. See "PLAN OF DISTRIBUTION" on Page 10.
VALIDITY OF THE SHARES
The validity of the shares is being passed upon for the company
by Lowry F. Kline, Esquire, Executive Vice President and General
Counsel for the company. Mr. Kline is also a share owner of the
company and holds options to purchase additional shares of common
stock of the company.
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EXPERTS
The consolidated financial statements of the company
incorporated by reference in the company's Annual Report (Form 10-K)
for the year ended December 31, 1997, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report
incorporated by reference therein and incorporated herein by
reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED OR INCORPORATED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY, BY THE SELLING SHARE OWNERS OR BY ANY
OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SHARES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY SUCH SHARES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
WHERE TO FIND MORE INFORMATION
The company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement under the
Securities Act of 1933, as amended, with respect to the Securities
offered hereby. This prospectus is part of that registration
statement. As permitted by the Commission's rules, this prospectus
does not contain all of the information set forth in the registration
statement or the exhibits to the registration statement.
The company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. As a result, the
company files reports and other information with the Commission. The
public may read and copy any reports, proxy and information
statements and other information filed by the company can be
inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, NW, Washington, D.C.
20549, and at the following Regional Offices of the Commission:
Chicago Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and New York Regional Office, 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, NW, Washington, D.C. 20549 at
prescribed rates. The public may obtain information on the operation
of the Public Reference Room by calling the Commission at 1-800-SEC-
0330. The Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding
registrants, like the company, that file electronically. The address
of such site is (http://www.sec.gov). The company's common stock is
listed on The New York Stock Exchange, and such reports, proxy and
information statements and other information concerning the company
may also be inspected at the offices of The New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
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The following documents are incorporated by reference in this
prospectus:
A. the company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997,
B. the company's Quarterly Reports on Form 10-Q for the
quarters ended April 3, 1998, July 3, 1998, and October 2, 1998,
C. the company's Current Reports on Form 8-K dated January 5,
1998, January 6, 1998, January 20, 1998, January 20, 1998, April 17,
1998, April 21, 1998, May 13, 1998, June 5, 1998, July 3, 1998,
September 8, 1998, September 18, 1998, October 2, 1998, October 28,
1998, and January 19, 1999.
D. the description of the company's common stock set forth in
the company's Registration Statement (File No. 01-09300) filed
pursuant to Section 12 of the Exchange and any amendment or report
filed for the purpose of updating any such description.
All documents filed by the company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and prior to the termination of the offering
of the securities are also incorporated by reference into this
prospectus.
The company will provide without charge to each person,
including any beneficial owner, to whom this prospectus and the
prospectus supplement is delivered, on written or oral request of
such person, a copy of any or all of the foregoing documents
incorporated by reference into this prospectus (without exhibits to
such documents other than exhibits specifically incorporated by
reference into such documents). Requests for such copies should be
directed to the office of the Treasurer, Coca-Cola Enterprises Inc.,
2500 Windy Ridge Parkway, Suite 700, Atlanta, Georgia 30339;
telephone number (770) 989-3051.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The registrant will bear no expenses in connection with any
sale or other distribution by the Selling Share Owner of the shares
being registered other than the expenses of preparation and
distribution of this registration statement and the prospectus
included in this registration statement. Such expenses are set forth
in the following table. All of the amounts shown are estimates except
the Securities and Exchange Commission ("SEC") registration fee.
SEC registration fee...........................$ 9,218
Legal fees and expenses........................ 10,000
Accounting fees and expenses................... 2,000
Miscellaneous expenses......................... 1,000
Total $ 22,218
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ITEM 15. 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.
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ITEM 16. EXHIBITS.
INCORPORATED BY REFERENCE OR
FILED HEREWITH (THE COMPANY'S
CURRENT, QUARTERLY, AND ANNUAL
REPORTS ARE FILED WITH THE
EXHIBIT SECURITIES AND EXCHANGE
NUMBER DESCRIPTION COMMISSION UNDER FILE NO. 01-09300)
====== =========== ===================================
4.1-- Restated Certificate of Exhibit 3 to the Company's
Incorporation of Coca-Cola Current Report on Form 8-K
Enterprises (restated as of (Date of Report: July 22, 1997).
April 15, 1992) as amended
by Certificate of Amendment
dated April 21, 1997.
4.2-- Bylaws of Coca-Cola Filed herewith.
Enterprises, as amended
through February 16, 1999.
4.3-- Form of Coca-Cola Exhibit 4.3 to the Company's
Enterprises' Common Registration Statement on Form
Stock certificate. S-3, No. 333-61891.
5 -- Opinion of Lowry F. Kline, Filed herewith.
Esq.
23.1-- Consent of Ernst & Young Filed herewith.
23.2-- Consent of Lowry F. Kline, Included in Exhibit 5.
Esq.
24.1-- Powers of Attorney. Filed herewith.
24.2-- Resolutions of Board of Filed herewith.
Directors.
- ---------------
ITEM 17. 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;
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(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 to 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 with or furnished to the Commission 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. Request for Acceleration of Effectiveness.
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
14PAGE
<PAGE>
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.
15PAGE
<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 16th day of February, 1999.
COCA-COLA ENTERPRISES INC.
(registrant)
By: S/ 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 February 16, 1999
- --------------------- Executive Officer and
(Henry A. Schimberg) a Director (principal
executive officer)
JOHN R. ALM* Executive Vice February 16, 1999
- --------------------- President and Chief
(John R. Alm) Financial Officer
(principal financial
officer)
MICHAEL P. COGHLAN* Vice President and February 16, 1999
- --------------------- Controller (principal
(Michael P. Coghlan) accounting officer)
S.K. JOHNSTON, JR.* Director February 16, 1999
- ---------------------
(S. K. Johnston, Jr.)
HOWARD G. BUFFETT* Director February 16, 1999
- ---------------------
(Howard G. Buffett)
JAMES E. CHESTNUT* Director February 16, 1999
- ---------------------
(James E. Chestnut)
JOHN L. CLENDENIN* Director February 16, 1999
- ---------------------
(John L. Clendenin)
JOHNNETTA B. COLE* Director February 16, 1999
- ---------------------
(Johnnetta B. Cole)
16PAGE
<PAGE>
J. TREVOR EYTON* Director February 16, 1999
- --------------------
(J. Trevor Eyton)
JOSEPH R. GLADDEN, JR.* Director February 16, 1999
- ----------------------
(Joseph R. Gladden, Jr.)
CLAUS M. HALLE* Director February 16, 1999
- ------------------------
(Claus M. Halle)
L. PHILLIP HUMANN* Director February 16, 1999
- ------------------------
(L. Phillip Humann)
JOHN E. JACOB* Director February 16, 1999
- ------------------------
(John E. Jacob)
ROBERT A. KELLER* Director February 16, 1999
- ------------------------
(Robert A. Keller)
JEAN-CLAUDE KILLY* Director February 16, 1999
- -------------------------
(Jean-Claude Killy)
S.L. PROBASCO, JR.* Director February 16, 1999
- -------------------------
(S.L. Probasco, Jr.)
* By: S/LOWRY F. KLINE
--------------------------------------------
Lowry F. Kline
Attorney-in-Fact
17PAGE
<PAGE>
INDEX TO EXHIBITS
INCORPORATED BY REFERENCE OR
FILED HEREWITH (THE COMPANY'S
CURRENT, QUARTERLY, AND ANNUAL
REPORTS ARE FILED WITH THE
EXHIBIT SECURITIES AND EXCHANGE
NUMBER DESCRIPTION COMMISSION UNDER FILE NO. 01-09300)
====== =========== ===================================
4.1-- Restated Certificate of Exhibit 3 to the Company's
Incorporation of Coca-Cola Current Report on Form 8-K
Enterprises (restated as of (Date of Report: July 22, 1997).
April 15, 1992) as amended
by Certificate of Amendment
dated April 21, 1997.
4.2-- Bylaws of Coca-Cola Filed herewith.
Enterprises, as amended
through February 16, 1999.
4.3-- Form of Coca-Cola Exhibit 4.3 to the Company's
Enterprises' Common Registration Statement on Form
Stock certificate. S-3, No. 333-61891.
5 -- Opinion of Lowry F. Kline, Filed herewith.
Esq.
23.1-- Consent of Ernst & Young Filed herewith.
23.2-- Consent of Lowry F. Kline, Included in Exhibit 5.
Esq.
24.1-- Powers of Attorney. Filed herewith.
24.2-- Resolutions of Board of Filed herewith.
Directors.
18PAGE
<PAGE>
EXHIBIT 4.2
BY-LAWS
OF
COCA-COLA ENTERPRISES INC.
As amended through February 16, 1999
PAGE
<PAGE>
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 meet
ing. The inspectors of election shall decide upon the quali
fications 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 distribu
tion 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 pro
cedures 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 re
ceived at the principal executive offices of the Company not
less than 30 days nor more than 60 days prior to the meeting;
provided, however, that in the event that less than 40 days'
prior public disclosure of the date of the meeting is given or
made by the Company, notice by the shareholder to be timely
must be received not later than the close of business on the
10th day following the day on which such public disclosure was
made. A shareholder's notice to the Secretary shall set forth
as to each matter such shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name
and address, as they appear on the Company's books, of the
shareholder proposing such business, (iii) the class and number
of shares of the Company which are beneficially owned by such
shareholder and (iv) any material interest of such shareholder
in such business. The Chairman of an annual meeting may, if
the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in
accordance with the provisions of this Section 10(a) and, if he
should so determine, he shall so declare to the meeting and any
such business so determined to be not properly brought before
the meeting shall not be transacted.
(b) Only persons who are nominated in accordance with the
procedures set forth in the By-Laws shall be eligible for
election as directors. Nominations of persons for election to
the Board of Directors of the Company may be made at a meeting
of shareholders (i) by or at the direction of the Board of
Directors or (ii) by any shareholder of the Company entitled to
vote for the election of directors at the meeting who complies
with the notice procedures set forth in this Section 10(b).
Such nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the Company. To be
timely, a shareholder's notice shall be delivered to or mailed
and received at the principal executive offices of the Company
not less than 30 days nor more than 60 days prior to the
meeting; provided, however, that in the event that less than 40
days' prior disclosure of the date of the meeting is given or
made by the Company, notice by the shareholder to be timely
must be so received not later than the close of business on the
10th day following the day on which such public disclosure was
made. Such shareholder's notice shall set forth (i) as to each
person whom such shareholder proposes to nominate for election
or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); and (ii) as
to the shareholder giving the notice (x) the name and address,
as they appear on the Company's books, of such shareholder and
(y) the class and number of shares of the Company which are
beneficially owned by such shareholder. At the request of the
Board of Directors any person nominated by the Board of Direc
tors 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 Dire
ctors.
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 Direc
tors.
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 commit
tees, 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 succes
sors 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 accoun
tants, 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 inde
pendent 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 ex
press 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 trans
acted at, nor the purpose of any regular or special meeting of
the shareholders, directors or a committee of directors need be
specified in any written waiver of notice.
ARTICLE V
OFFICERS
Section 1. Officers of the Company. The officers of the
Company shall be selected by the Board of Directors and shall
be a President, one or more Vice Presidents, a Secretary and a
Treasurer. The Board of Directors may elect a Controller and
one or more of the following: Senior Executive Vice President,
Executive Vice President, Senior Vice President, Assistant Vice
President, Assistant Secretary, Associate Treasurer, Assistant
Treasurer, Associate Controller and Assistant Controller. Two
or more offices may be held by the same person.
The Board of Directors may designate the position of
Chairman of the Board of Directors as an officer of the
Company, who, subject to the overall direction and supervision
of the Board of Directors and Committees thereof, shall be the
senior executive officer of the Company and shall have such
powers and perform such duties as may be assigned by the Board
of Directors.
The Company may have a Chief Executive Officer who shall be
appointed by the Board of Directors and who, subject to the
overall direction and supervision of the Board of Directors and
Committees thereof, and the Chairman of the Board, if the
Chairman is an officer of the Company, shall be in general
charge of the affairs of the Company and shall consult with and
advise the Board of Directors, the committees thereof, and the
Chairman of the Board, if the Chairman is an officer of the
Company, on the business and affairs of the Company.
The Company may have a Chief Operating Officer who shall be
appointed by the Board of Directors and who, subject to the
overall direction and supervision of the Chief Executive
Officer, shall be in general charge, control and supervision
over the administration and operations of the Company and shall
have such other duties and powers as may be imposed or given by
the Board of Directors.
The Company may have a General Counsel who shall be
appointed by the Board of Directors and shall have general
supervision of all matters of a legal nature concerning the
Company, unless the Board of Directors has also appointed a
General Tax Counsel, in which event the General Tax Counsel
shall have general supervision of all tax matters of a legal
nature concerning the Company.
The Company may have a Chief Financial Officer who shall be
appointed by the Board of Directors and shall have general
supervision over the financial affairs of the Company. The
Company may also have a Director of Internal Audit who shall be
appointed by the Board of Directors.
Section 2. Election of Officers. At the first meeting of
the Board of Directors after each annual meeting of share
holders, the Board of Directors shall elect the officers. From
time to time the Board of Directors may elect other officers.
Section 3. Tenure of Office; Removal. Each officer shall
hold office until the first meeting of the Board of Directors
after the annual meeting of shareholders following the
officer's election and until the officer's successor is elected
and qualified or until the officer's earlier resignation or
removal. Each officer shall be subject to removal at any time,
with or without cause, by the affirmative vote of a majority of
the entire Board of Directors.
Section 4. President. The President shall have such
powers and perform such duties as may be assigned by the Board
of Directors or by the Chairman of the Board of Directors. In
the absence or disability of the President, his or her duties
shall be performed by such Vice Presidents as the Chairman of
the Board of Directors or the Board of Directors may designate.
The President shall have the power to make and execute
contracts on the Company's behalf and to delegate such power to
others.
Section 5. Vice Presidents. Each Vice President shall
have such powers and perform such duties as may be assigned to
the Vice President by the Board of Directors or the President.
Each Vice President shall have the power to make and execute
contracts on the Company's behalf.
Section 6. Assistant Vice Presidents. An Assistant Vice
President shall perform such duties as may be assigned to him
by the Board of Directors, the President or any Vice President.
Section 7. Secretary. The Secretary shall keep minutes of
all meetings of the shareholders and of the Board of Directors,
and shall keep, or cause to be kept, minutes of all meetings of
Committees of the Board of Directors, except where such
responsibility is otherwise fixed by the Board of Directors.
The Secretary shall issue all notices for meetings of the
shareholders and Board of Directors and shall have charge of
and keep the seal of the Company and shall affix the seal
attested by the Secretary's signature to such instruments or
other documents as may properly require same. The Secretary
shall cause to be kept such books and records as the Board of
Directors, the Chairman of the Board of Directors or the
President may require; and shall cause to be prepared, re
corded, transferred, issued, sealed and cancelled certificates
of stock as required by the transactions of the Company and its
shareholders. The Secretary shall attend to such correspond
ence and such other duties as may be incident to the office of
the Secretary or assigned to him by the Board of Directors or
the President.
In the absence of the Secretary, an Assistant Secretary is
authorized to assume the duties herein imposed upon the Secre
tary 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 Trea
surer.
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 transac
tions 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 commit
tee, 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 in
creased, 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 tempo
rarily 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 there
to, 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 otherwise 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 share
holders, 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
February 19, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Coca-Cola Enterprises Inc.;
Registration Statement on Form S-3
Gentlemen:
I have acted as counsel to Coca-Cola Enterprises Inc. (the
"Company") in connection with the filing by the Company of a
Registration Statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission")
relating to the proposed public offering and sale of up to 1,000,000
shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), in connection with transactions described in the
Registration Statement.
The opinions set forth below are given to the Commission
pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K.
All capitalized terms not otherwise defined herein have the same
meanings as defined in the Registration Statement.
In rendering the opinion set forth below, I have examined the
Company's Restated Certificate of Incorporation, as amended, and
Bylaws, as amended, and such other corporate records of the Company
and documents and certificates of public officials and others as I
deemed necessary or appropriate under the circumstances for me to
express such opinion.
The shares of Common Stock covered by the Registration
Statement, when delivered under the circumstances described in the
Registration Statement, will be duly authorized, validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement, and I hereby consent to the reference
made to me under the heading "Legal Matters" set forth in the
prospectus forming a part of the Registration Statement. In giving
such consent, I do not thereby admit that I am in the category of
persons whose consent is required under Section 7 of the Securities
Act of 1933.
Very truly yours,
S/ LOWRY F. KLINE
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and
related Prospectus of Coca-Cola Enterprises Inc. for the
registration of 1,000,000 shares of its common stock and to
the incorporation by reference therein of our reports dated
January 19, 1998, with respect to the consolidated financial
statements of Coca-Cola Enterprises Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended
December 31, 1997 and related financial statement schedule
included therein, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
February 17, 1999
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HENRY A.
SCHIMBERG, President and Chief Executive 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 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 and
filing with the Securities and Exchange Commission a registration
statement with respect to a secondary offering of securities of
the Company that will be issued in connection with the
acquisition by the Company of Magnolia Coca-Cola Bottling
Company, Las Cruces Coca-Cola Bottling Co. (NSL), The Coca-Cola
Bottling Co. of Tucson, Coca-Cola Bottling Company, Woltex
Contract Company and Four Star Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this
16th day of February, 1999.
S/ HENRY A. SCHIMBERG
---------------------------------
Henry A. Schimberg, President and
Chief Executive Officer
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN R. ALM,
Executive Vice President and Chief Financial Officer (principal
financial officer) of Coca-Cola Enterprises Inc. (the "Company"),
do hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company and Lowry F. Kline, Executive Vice President and General
Counsel of the Company, or either of them, my true and lawful
attorney for me and in my name for the purpose of executing on my
behalf and filing with the Securities and Exchange Commission a
registration statement with respect to a secondary offering of
securities of the Company that will be issued in connection with
the acquisition by the Company of Magnolia Coca-Cola Bottling
Company, Las Cruces Coca-Cola Bottling Co. (NSL), The Coca-Cola
Bottling Co. of Tucson, Coca-Cola Bottling Company, Woltex
Contract Company and Four Star Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this
16th day of February, 1999.
S/ JOHN R. ALM
-----------------------------------
John R. Alm, Executive Vice
President and Chief Financial
Officer (principal financial
officer)
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, S. K. JOHNSTON,
JR., a director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or either of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson, Coca-
Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this
16th day of February, 1999.
S/ S. K. JOHNSTON, JR.
-----------------------------------
S.K. Johnston, Jr., Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, MICHAEL P.
COGHLAN, Vice President and Controller (principal accounting
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 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 and filing with the Securities and
Exchange Commission a registration statement with respect to a
secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson, Coca-
Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this
16th day of February, 1999.
S/ MICHAEL P. COGHLAN
---------------------------------
Michael P. Coghlan, Vice President
and Controller (principal
accounting officer)
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Howard G. Buffett,
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 and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson, Coca-
Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of February, 1999.
S/ HOWARD G. BUFFETT
---------------------------
Howard G. Buffett, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, James E. Chestnut,
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 and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson, Coca-
Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of February, 1999.
S/ JAMES E. CHESTNUT
-----------------------------
James E. Chestnut, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, John L. Clendenin,
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 and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson, Coca-
Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of February, 1999.
S/ JOHN L. CLENDENIN
-----------------------
John L. Clendenin, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Johnnetta B. Cole,
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 and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson,
Coca-Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of February, 1999.
S/JOHNNETTA B. COLE
------------------------------
Johnnetta B. Cole, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, J. Trevor Eyton,
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 and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson,
Coca-Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of February, 1999.
S/ J. TREVOR EYTON
-----------------------------
J. Trevor Eyton, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Joseph R. Gladden,
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 and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson,
Coca-Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of February, 1999.
S/JOSEPH R. GLADDEN
----------------------------
Joseph R. Gladden, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Claus M. Halle,
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 and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson,
Coca-Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of February, 1999.
S/CLAUS M. HALLE
------------------------------
Claus M. Halle, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, L. Phillip Humann,
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 and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson,
Coca-Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of February, 1999.
S/L. PHILLIP HUMANN
------------------------------
L. Phillip Humann, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, John E. Jacob,
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 and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson,
Coca-Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of February, 1999.
S/JOHN E. JACOB
------------------------------
John E. Jacob, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Robert A. Keller,
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 and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson,
Coca-Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of February, 1999.
S/ROBERT A. KELLER
------------------------------
Robert A. Keller, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Jean-Claude Killy,
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 and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson,
Coca-Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of February, 1999.
S/JEAN-CLAUDE KILLY
------------------------------
Jean-Claude Killy, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, S. L. Probasco, Jr.,
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 and filing with the Securities
and Exchange Commission a registration statement with respect to
a secondary offering of securities of the Company that will be
issued in connection with the acquisition by the Company of
Magnolia Coca-Cola Bottling Company, Las Cruces Coca-Cola
Bottling Co. (NSL), The Coca-Cola Bottling Co. of Tucson,
Coca-Cola Bottling Company, Woltex Contract Company and Four Star
Sugar Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of February, 1999.
S/ S. L. PROBASCO, JR.
------------------------------
S. L. Probasco, Jr., Director
Coca-Cola Enterprises Inc.
<PAGE>
EXHIBIT 24.2
COCA-COLA ENTERPRISES INC.
MEETING OF THE BOARD OF DIRECTORS
ATLANTA, GEORGIA
FEBRUARY 16, 1999
9:30 AM
***********************
Proposed resolutions approving Form S-3 Filing
- ----------------------------------------------
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 1,000,000 shares
of the Company's Common Stock, par value $1 per share (the
"Securities"), which may be sold in a secondary offering by
former shareholders of Magnolia Coca-Cola Bottling Company, Las
Cruces Coca-Cola Bottling Co. (NSL), The Coca-Cola Bottling Co.
of Tucson, Coca-Cola Bottling Company, Woltex Contract Company
and Four Star Sugar Company (the Wolslager Companies"), who
received such Securities in connection with the acquisition by
the Company of the Wolslager Companies; 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 a power 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 statement, 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 Company's agent for service in
all matters related to such registration statement; 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 the Securities, 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 for offer or sale under the securities law 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>
