<PAGE>
Registration No. 333-________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COCA-COLA ENTERPRISES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 58-0503352
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2500 Windy Ridge Parkway, Atlanta, Georgia 30339
(Address of principal executive offices, including Zip Code)
REGLEMENT DU PLAN D'EPARGNE
DE LA SOCIETE
COCA-COLA ENTERPRISE S.A.
(Full title of the Plan)
Lowry F. Kline, Esq.
Executive Vice President and General Counsel
Coca-Cola Enterprises Inc.
2500 Windy Ridge Parkway
Atlanta, GA 30339
(Name and address of agent for service)
(770) 989-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to price per offering registration
be registered be registered share price fee
Coca-Cola 200,000 $34.75(1) $6,950,000(1) $1,933(1)
Enterprises shares
Inc. Common
Stock,
$1.00 par
value
(1) Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on the average of the
high and low prices reported on the New York Stock
Exchange on May 3, 1999.
PAGE
<PAGE>
The contents of the Registrant's earlier registration
statement on Form S-8 (No. 333-51559) are incorporated
herein by reference.
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 28th
day of April , 1999.
COCA-COLA ENTERPRISES INC.
(Registrant)
By: HENRY A. SCHIMBERG *
-------------------------------------
Henry A. Schimberg
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed by the following persons in the capacities
and on the dates indicated.
HENRY A SCHIMBERG* President and Chief April 28, 1999
- ------------------ Executive Officer
(Henry A. Schimberg) and a Director
Schimberg) (principal executive
officer)
PATRICK J. MANNELLY* Vice President and April 28, 1999
- --------------------- Chief Financial
(Patrick J. Mannelly) Officer (principal
financial officer)
MICHAEL P. COGHLAN* Vice President and April 28, 1999
- -------------------- Controller
(Michael P. Coghlan) (principal accounting
officer)
HOWARD G. BUFFETT* Director April 28, 1999
- --------------------
(Howard G. Buffett)
JAMES E. CHESTNUT* Director April 28, 1999
- --------------------
(James E. Chestnut)
JOHN L. CLENDENIN* Director April 28, 1999
- --------------------
(John L. Clendenin)
JOHNNETTA B. COLE* Director April 28, 1999
- --------------------
(Johnnetta B. Cole)
J. TREVOR EYTON* Director April 28, 1999
- --------------------
(J. Trevor Eyton)
JOSEPH R. GLADDEN, Director April 28, 1999
JR.*
- --------------------
(Joseph R. Gladden,
Jr.)
CLAUS M. HALLE* Director April 28, 1999
- --------------------
(Claus M. Halle)
L. PHILLIP HUMANN* Director April 28, 1999
- --------------------
(L. Phillip Humann)
JOHN E. JACOB* Director April 28, 1999
- --------------------
(John E. Jacob)
ROBERT A. KELLER* Director April 28, 1999
- --------------------
(Robert A. Keller)
JEAN-CLAUDE KILLY* Director April 28, 1999
- --------------------
(Jean-Claude Killy)
S.L. PROBASCO, JR.* Director April 28, 1999
- --------------------
(S.L. Probasco, Jr.)
*By: s/LOWRY F. KLINE
--------------------
Lowry F. Kline
Attorney-in-Fact
PAGE
<PAGE>
INDEX TO EXHIBITS
Exhibit Number
4.1 Restated Certificate of Incorporation of Coca-Cola
Enterprises, as amended on April 21, 1997,
incorporated by reference to Exhibit 3 to the
Company's Current Report on Form 8-K (Date of
Report July 22, 1997).
4.2 Bylaws of Coca-Cola Enterprises, as amended
through April 23, 1999, incorporated by reference
to Exhibit 4.2 to the Company's Registration
Statement on Form S-8, No. 333-77801.
5.1 Opinion of Lowry F. Kline, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Lowry F. Kline, Esq., included in
Exhibit 5.
24.1 Powers of Attorney.
24.2 Resolutions of Board of Directors.
<PAGE>
EXHIBIT 5.1
April 28, 1999
Coca-Cola Enterprises Inc.
One Coca-Cola Plaza, N.W.
Atlanta, GA 30313
Re: Form S-8 Registration Statement of Coca-Cola Enterprises Inc.;
Registration of 200,000 Shares of Common Stock, $1 par value,
under the Coca-Cola Enterprises Inc. Reglement Du Plan D'Epargne
De La Societe
Ladies and Gentlemen:
I am the Executive Vice President and General Counsel for Coca-Cola
Enterprises Inc., a Delaware corporation (the "Company"), and have
acted as counsel to the Company in connection with the execution and
filing of the Company's Registration Statement on Form S-8, filed
with the Securities and Exchange Commission on the date hereof (the
"Registration Statement"), providing for the registration of 200,000
shares of Common Stock, $1 par value per share, of the Company (the
"Shares"), issuable by the Company in connection with the Coca-Cola
Enterprises Inc. Reglement Du Plan D=Epargne De La Societe (the
"Plan"). I am rendering this opinion to you pursuant to Item
601(b)(5) of Regulation S-K.
As counsel for the Company, I am generally familiar with the
corporate affairs of the Company and its subsidiaries and the terms
of the Plan. In furnishing this opinion, I have examined such
corporate and other records as I have deemed necessary or appropriate
to provide a basis for the opinion set forth below. This opinion is
given as of the date hereof and is based upon facts and conditions
presently known and laws and regulations presently in effect.
On the basis of the foregoing, I am of the opinion that the Shares,
when issued in accordance with the Plan, will be legally issued,
fully paid and nonassessable shares of Common Stock of the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
S/ LOWRY F. KLINE
Lowry F. Kline
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Coca-Cola
Enterprises Inc. Reglement Du Plan D'Epargne De La
Societe Coca-Cola Enterprise S.A. of our report dated
January 18, 1999, with respect to the consolidated financial
statements and schedule of Coca-Cola Enterprises Inc.
included and/or incorporated by reference in Coca-Cola
Enterprises Inc.'s Annual Report (Form 10-K) for the year
ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
April 29, 1999
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, HOWARD G. BUFFETT,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf a registration statement on
Form S-8 in connection with the Reglement Du Plan D'Epargne De La
Societe Enterprise S.A., and causing such amendment to be filed
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ HOWARD G. BUFFETT
____________________________________
Howard G. Buffett, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, JOHN L. CLENDENIN,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ JOHN L. CLENDENIN
____________________________________
John L. Clendenin, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, JOHNNETTA B. COLE,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/JOHNNETTA B. COLE
____________________________________
Johnnetta B. Cole, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, J. TREVOR EYTON, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman of the Company,
John R. Alm, Executive Vice President and Chief Financial Officer
of the Company and Lowry F. Kline, Executive Vice President and
General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of
executing on my behalf an amendment to the registration statement
on Form S-8 filed in connection with the Reglement Du Plan
D'Epargne De La Societe Enterprise S.A., and causing such
amendment to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ J. TREVOR EYTON
____________________________________
J. Trevor Eyton, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, JOSEPH R. GLADDEN,
JR., a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ JOSEPH R. GLADDEN
____________________________________
Joseph R. Gladden, Jr., Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, CLAUS M. HALLE, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman of the Company,
John R. Alm, Executive Vice President and Chief Financial Officer
of the Company and Lowry F. Kline, Executive Vice President and
General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of
executing on my behalf an amendment to the registration statement
on Form S-8 filed in connection with the Reglement Du Plan
D'Epargne De La Societe Enterprise S.A., and causing such
amendment to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ CLAUS M. HALLE
____________________________________
Claus M. Halle, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, L. PHILLIP HUMANN,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ L. PHILLIP HUMANN
____________________________________
L. Phillip Humann, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, JOHN E. JACOB, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman of the Company,
John R. Alm, Executive Vice President and Chief Financial Officer
of the Company and Lowry F. Kline, Executive Vice President and
General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of
executing on my behalf an amendment to the registration statement
on Form S-8 filed in connection with the Reglement Du Plan
D'Epargne De La Societe Enterprise S.A., and causing such
amendment to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ JOHN E. JACOB
____________________________________
John E. Jacob, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, ROBERT A. KELLER, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman of the Company,
John R. Alm, Executive Vice President and Chief Financial Officer
of the Company and Lowry F. Kline, Executive Vice President and
General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of
executing on my behalf an amendment to the registration statement
on Form S-8 filed in connection with the Reglement Du Plan
D'Epargne De La Societe Enterprise S.A., and causing such
amendment to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ ROBERT A. KELLER
____________________________________
Robert A. Keller, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, JEAN-CLAUDE KILLY,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ JEAN-CLAUDE KILLY
____________________________________
Jean-Claude Killy, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, S. L. PROBASCO,
JR., a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ S. L. PROBASCO, JR.
____________________________________
S.L. Probasco, Jr., Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, JAMES E. CHESTNUT,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ JAMES E. CHESTNUT
____________________________________
James E. Chestnut, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, MICHAEL P. COGHLAN,
Vice President and Controller of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline,
Executive Vice President and General Counsel of the Company, or
any one of them, my true and lawful attorney for me and in my
name for the purpose of executing on my behalf an amendment to
the registration statement on Form S-8 filed in connection with
the Reglement Du Plan D'Epargne De La Societe Enterprise S.A.,
and causing such amendment to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ MICHAEL P. COGHLAN
____________________________________
Michael P. Coghlan
Vice President and Controller
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, HENRY A. SCHIMBERG,
President and Chief Executive Officer and a Director of Coca-Cola
Enterprises Inc. (the "Company"), do hereby appoint Summerfield
K. Johnston, Jr., Chairman of the Company, John R. Alm, Executive
Vice President and Chief Financial Officer of the Company and
Lowry F. Kline, Executive Vice President and General Counsel of
the Company, or any one of them, my true and lawful attorney for
me and in my name for the purpose of executing on my behalf an
amendment to the registration statement on Form S-8 filed in
connection with the Reglement Du Plan D'Epargne De La Societe
Enterprise S.A., and causing such amendment to be filed with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ HENRY A. SCHIMBERG
____________________________________
Henry A. Schimberg,
President and Chief Executive
Officer and a Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, PATRICK J.
MANNELLY, Vice President and Chief Financial Officer of Coca-Cola
Enterprises Inc. (the "Company"), do hereby appoint Summerfield
K. Johnston, Jr., Chairman of the Company, John R. Alm, Executive
Vice President and Principal Operating Officer of the Company and
Lowry F. Kline, Executive Vice President and General Counsel of
the Company, or any one of them, my true and lawful attorney for
me and in my name for the purpose of executing on my behalf an
amendment to the registration statement on Form S-8 filed in
connection with the Reglement Du Plan D'Epargne De La Societe
Enterprise S.A., and causing such amendment to be filed with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of April, 1999.
S/ PATRICK J. MANNELLY
____________________________________
Patrick J. Mannelly
Vice President and
Chief Financial Officer
Coca-Cola Enterprises Inc.
EXHIBIT 24.2
COCA-COLA ENTERPRISES INC.
MEETING OF THE BOARD OF DIRECTORS
APRIL 23, 1999
WILMINGTON, DELAWARE
11:00 A.M.
********************************
Proposed resolutions approving four Form S-8 filings
RESOLVED, that the Company be, and it hereby is, authorized to
file with the Securities and Exchange Commission a registration
statement, including any exhibits thereto and any amendments and
supplements thereto, on any appropriate form authorized by the
Securities and Exchange Commission under the Securities Act of
1933, as amended, providing for registration of each of the
following: (1) 1,000,000 shares of the Company's common stock
issuable under the Coca-Cola Enterprises Inc. 1999 Stock Option
Plan, (2) 200,000 shares of the Company's common stock issuable
under the Coca-Cola Enterprises Inc. Stock Deferral Plan, (3)
200,000 shares of the Company's common stock issuable under the
CCE - NL Aandelen Spaarplan, and (4) 200,000 additional shares of
the Company's common stock issuable under the Reglement du Plan
d'Epargne de la Societe Coca-Cola Entreprise S.A. (collectively,
the "Plans"); and
FURTHER RESOLVED, that the proper officers of the Company be, and
each of them hereby is, authorized, in the name and on behalf of
the Company, to execute and deliver powers of attorney appointing
the directors and officers of the Company, or any of them, to act
as attorney in fact for the Company for the purpose of executing
and filing with the Securities and Exchange Commission any such
registration statements, or any amendment or supplement, thereto,
or any document deemed appropriate by any such officer in
connection therewith; and
FURTHER RESOLVED, that Lowry F. Kline be, and he hereby is,
designated and appointed as the agent for service of the company
in all matters related to such registration statements; and
FURTHER RESOLVED, that the Company may execute and deliver to the
New York Stock Exchange, Inc. or any other appropriate exchange,
any application, including any amendment or supplement thereto,
for the listing of shares of the Company's common stock that may
be issued under the Plans, upon official notice of issuance, and
may appoint a listing agent or listing agents to represent the
Company for such purpose and to execute, in the name and on
behalf of the Company, any other agreement or instrument that may
be necessary or appropriate to accomplish such listing; and
FURTHER RESOLVED, that the Company be, and it hereby is,
authorized to effect or maintain the registration or
qualification (or exemption therefrom) of all or any part of the
securities that may be issued under the Plans for offer or sale
under the securities laws of any of the states or jurisdiction of
the United States of America or under the applicable laws or
regulations of any country or political subdivision thereof; and
FURTHER RESOLVED, that any officer of the Company, or such other
person or persons as the chief executive officer or his designee
may appoint, be, and each of them hereby is, authorized to
execute, in the name and on behalf of the Company and under its
corporate seal or otherwise, deliver and file any agreement,
instrument, certificate or any other document, or any amendment
or supplement thereto, and to take any other action that such
person may deem appropriate to carry out the intent and purpose
of the preceding resolutions and to effect the transactions
contemplated thereby.
