As Filed with the Securities and Exchange Commission on August 3, 2001
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
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 (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)
--------------------------
JOHN R. PARKER, JR.
SENIOR 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)
--------------------------
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.
--------------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
--------------------------
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]
--------------------------
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. [ ]
--------------------------
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. [ ]
--------------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
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 24,999,996 (1) $14.40(1) $359,999,942.40 $90,000
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 August 1, 2001.
--------------------------
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.
================================================================================
================================================================================
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
August 3, 2001
PROSPECTUS
24,999,996 SHARES
COCA-COLA ENTERPRISES INC.
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
Certain of our shareowners intend to sell from time to time up to 24,999,996
shares of Coca-Cola Enterprises Inc. common stock, $1.00 par value per share.
The selling shareowners, or their respective pledgees, donees, transferees or
other successors in interest, have advised us 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
shareowners 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 shareowner 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 shareowners may
be deemed to be underwriters under the Securities Act.
We will not receive any part of the proceeds from the sale of the shares. The
selling shareowners will pay all applicable stock transfer taxes, brokerage
commissions, underwriting discounts or commissions and the fees of the selling
shareowners' counsel, but the company will bear all other expenses in connection
with the offering made under this prospectus.
The common stock is listed on the New York Stock Exchange under the symbol
"CCE". On August 1, 2001, the last reported sale price of the common stock on
the New York Stock Exchange composite tape was $14.09 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.
THE DATE OF THIS PROSPECTUS IS _____________, 2001.
================================================================================
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 SAFE HARBOR CAUTIONARY
STATEMENT
This prospectus and the documents incorporated into this prospectus by reference
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. We do 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........................................................ 1
SELLING SHAREOWNERS................................................ 3
ISSUANCE OF COMMON STOCK TO SELLING SHAREOWNERS.................... 4
PLAN OF DISTRIBUTION............................................... 4
USE OF PROCEEDS.................................................... 5
VALIDITY OF THE SHARES............................................. 5
EXPERTS............................................................ 5
WHERE TO FIND MORE INFORMATION..................................... 5
THE COMPANY
We are the world's largest marketer, distributor and producer of bottled and
canned beverages of The Coca-Cola Company.
We were 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
February 21, 2001, The Coca-Cola Company owned approximately 40% of our common
stock.
At December 31, 2000, our bottling territories in North America and in Europe
contained approximately 361 million people. We estimate that within our
territories approximately 362 billion equivalent cases (192 ounces of finished
beverage product) were sold in 2000;
1
about 92% of this volume consisted of beverages produced and sold under licenses
from The Coca-Cola Company.
Our Coca-Cola bottling rights within the United States are perpetual; elsewhere,
bottling rights have expiration dates.
Our 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 our largest shareowner. One director of the company
is an executive officer of The Coca-Cola Company and two are former executive
officers.
We and The Coca-Cola Company are parties to a number of significant transactions
and agreements incident to our respective businesses, and we may enter into
additional material transactions and agreements in the future.
We conduct our business primarily under contracts with The Coca-Cola Company.
These contracts give us 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
us, that 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
us 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.
As a result of matters such as the foregoing, the relationship between The
Coca-Cola Company and us may give rise to potential conflicts of interest.
Acquisitions
On July 10, 2001, we acquired Hondo Incorporated and Herbco Enterprises, Inc.,
bottlers operating in several metropolitan areas, including Chicago, Illinois;
Milwaukee, Wisconsin; Indianapolis, Indiana; and Rochester, New York, for a
total transaction value (purchase price and acquired debt) of approximately $1.4
billion.
2
The total cost of all our acquisitions since reorganization in 1986 is
approximately $14.6 billion, including assumed and issued debt, where
applicable.
We intend to acquire only bottling businesses offering us the ability to
increase long-term shareowner value.
SELLING SHAREOWNERS
The shares are being offered for the account of the selling shareowners named
below. The selling shareowners acquired the shares in exchange for their shares
of common stock of Herbco Enterprises, Inc. ("Herbco") and Hondo Incorporated
("Hondo"). Each of the selling shareowners may offer shares in separate
transactions or in a single transaction.
The following table sets forth the name of each Selling Shareowner and the
number of shares held by each Selling Shareowner.
Shares Percent
Beneficially of Shares
Name Owned Outstanding
---- ------------ -----------
Marvin J. Herb ............................... 10,681,069 2.54
Herbco II, LLC ............................... 6,170,340 *
Herb Family 1998 Descendants
Trust dated December 1, 1998,
Judith Ann Herb, Trustee ................... 583,109 *
Herb Family 1998 Gift Trust
Dated December 1, 1998,
Judith Ann Herb, Trustee ................... 7,565,478 *
*less than one percent
3
ISSUANCE OF COMMON STOCK TO SELLING SHAREOWNERS
On July 10, 2001, we issued, among other or additional consideration, 24,999,996
shares to the selling shareowners in connection with our acquisition of Herbco
and Hondo. We relied on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933, as amended. In connection with the acquisition of
Herbco and Hondo, we agreed to file a registration statement following the
closing of the transactions to cover the shares issued.
PLAN OF DISTRIBUTION
The shares may be sold from time to time directly by one or more of the selling
shareowners, 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 shareowners may also offer to sell and sell the shares in option
transactions. Alternatively, from time to time one or more of the selling
shareowners may offer shares through brokers, dealers or agents who may receive
compensation in the form of concessions or commissions from any such selling
shareowners, 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
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 shareowners 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 shareowner may be deemed to be an underwriter, such selling shareowner
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 shareowners and any such dealers.
The selling shareowners may, from time to time, authorize dealers, acting as the
selling shareowners' agents, to solicit offers to purchase shares upon the terms
and conditions set forth in any supplemental prospectus. We are not aware of any
arrangements or contracts that the selling shareowners have entered into to
effect any such transactions in the shares, nor is the company aware of which
brokerage firms the selling shareowners may select to effect brokerage
transactions.
The selling shareowners and any other person participating in a sale or
distribution of shares will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, 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 shareowners and any other such person.
We will not receive any part of the proceeds from the sale of the shares. The
selling shareowners will pay all applicable stock transfer taxes, brokerage
commissions, underwriting discounts or commissions and the fees of the selling
shareowners' counsel, and we 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.
4
USE OF PROCEEDS
We will not receive any proceeds from the sales hereunder of the shares but will
bear certain of the expenses thereof.
VALIDITY OF THE SHARES
The validity of the shares is being passed upon for the company by John R.
Parker, Jr., Senior Vice President and General Counsel. Mr. Parker owns
27,579 shares of common stock.
EXPERTS
The consolidated financial statements and schedule of Coca-Cola Enterprises Inc.
included in or incorporated by reference in Coca-Cola Enterprises Inc.'s Annual
Report (Form 10-K) for the year ended December 31, 2000, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
included in or incorporated by reference therein and incorporated herein by
reference. Such consolidated financial statements and schedule are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
WHERE TO FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement under the Securities Act of 1933, as amended, with respect to the
securities offered by this prospectus. This prospectus is part of that
registration statement. As permitted by the Commission's rules, this prospectus
does not contain all of the information contained in the registration statement
or the exhibits to the registration statement.
We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended. As a result, we file reports and other information with the
Commission. The public may read and copy any reports, proxy and information
statements and other
5
information we file at the SEC's public reference room at 450 Fifth Street, NW,
Washington, D.C. 20549. 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 an internet site that contains reports, proxy and
information statements and other information regarding registrants, like us,
that file electronically. The address of the site is (http://www.sec.gov). Our
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.
The following documents are incorporated by reference in this prospectus:
A. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
B. Our Quarterly Reports on Form 10-Q for the quarters ended March 30, 2001 and
June 29, 2001,
C. Our Current Reports on Form 8-K dated January 25, 2001, March 29, 2001,
April 12, 2001, April 23, 2001, May 1, 2001, June 8, 2001, July 11, 2001, July
17, 2001 and July 23, 2001, and
D. the description of our common stock set forth in our 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 we file 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.
We 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.
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
SHAREOWNERS 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.
6
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 Shareowner 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
registration fee paid to the Securities and Exchange Commission.
Registration fee.................................................... $ 90,000
Legal fees and expenses............................................. 10,000
Accounting fees and expenses........................................ 4,000
Miscellaneous expenses.............................................. 1,000
--------
Total.................................................. $105,000
========
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 to the
Registrant or its shareowners for monetary damages for breaches 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, however, 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 fullest
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, in
respect of such an action, 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
II-1
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
shareowners determine that the applicable standard of conduct has been met.
Section 145 authorizes such indemnity for persons who, at the request of the
corporation, act as directors, officers, employees or agents of other
corporations, partnerships or other enterprises.
The Registrant maintains directors and officers liability insurance which
insures against liabilities that directors or officers of the Registrant may
incur in such capacities.
ITEM 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 Exhibit 3.1 to the Company's
by Certificate of Amendment Quarterly Report on Form 10-Q for
dated April 21, 1997 and the fiscal quarter ended March 31,
by Certificate of 2000.
Amendment dated April 26,
2000.
4.2-- Bylaws of Coca-Cola Exhibit 3 to the Company's
Enterprises, as amended Quarterly Report on Form 10-Q
through April 11, 2001. for the fiscal quarter ended
March 30, 2001.
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 John R. Parker, Filed herewith.
Jr.
23.1-- Consent of Ernst &
Young LLP Filed herewith.
23.2-- Consent of John R. Parker, Included in Exhibit 5.
Jr.
24.1-- Powers of Attorney. Filed herewith.
II-2
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;
(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
II-3
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 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 1st day of August,
2001.
COCA-COLA ENTERPRISES INC.
(registrant)
By:/s/ LOWRY F. KLINE
---------------------------------------------
Lowry F. Kline
Vice Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this report has been
signed by the following persons in the capacities and on the dates indicated.
/s/ LOWRY F. KLINE Vice Chairman and Chief August 1, 2001
----------------------- Executive Officer and
(Lowry F. Kline) a Director (principal
executive officer)
/s/ PATRICK J. MANNELLY Senior Vice President August 2, 2001
----------------------- and Chief Financial
(Patrick J. Mannelly Officer (principal
financial officer)
/s/ MICHAEL P. COUGHLIN Vice President and August 2, 2001
----------------------- Controller (principal
(Michael P. Coughlin) accounting officer)
JOHN R. ALM* President and Chief August 1, 2001
----------------------- Operating Officer and
(John R. Alm) a Director
S. K. JOHNSTON, JR.* Chairman and Director August 1, 2001
-----------------------
(S. K. Johnston, Jr.)
HOWARD G. BUFFETT* Director August 1, 2001
-----------------------
(Howard G. Buffett)
JAMES E. CHESTNUT* Director August 1, 2001
-----------------------
(James E. Chestnut)
JOHN L. CLENDENIN* Director August 1, 2001
-----------------------
(John L. Clendenin)
II-5
JOHNNETTA B. COLE* Director August 1, 2001
---------------------
(Johnnetta B. Cole)
J. TREVOR EYTON* Director August 1, 2001
--------------------
(J. Trevor Eyton)
JOSEPH R. GLADDEN, JR.* Director August 1, 2001
----------------------
(Joseph R. Gladden, Jr.)
L. PHILLIP HUMANN* Director August 1, 2001
------------------------
(L. Phillip Humann)
JOHN E. JACOB* Director August 1, 2001
------------------------
(John E. Jacob)
ROBERT A. KELLER* Director August 1, 2001
------------------------
(Robert A. Keller)
JEAN-CLAUDE KILLY* Director August 1, 2001
-------------------------
(Jean-Claude Killy)
Director
-------------------------
(Paula G. Rosput)
* By:/s/ JOHN R. PARKER, JR.
--------------------------------------------
John R. Parker, Jr.
Attorney-in-Fact
II-6
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. 01-9300)
======= =========== ==================================
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 Exhibit 3.1 to the Company's
by Certificate of Amendment Quarterly Report on Form 10-Q for
dated April 21, 1997 and the fiscal quarter ended March 31,
by Certificate of 2000.
Amendment dated April 26,
2000.
4.2-- Bylaws of Coca-Cola Exhibit 3 to the Company's
Enterprises, as amended Quarterly Report on Form 10-Q
through April 11, 2001. for the fiscal quarter ended
March 30, 2001.
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 John R. Parker, Filed herewith.
Jr.
23.1-- Consent of Ernst & Filed herewith.
Young LLP.
23.2-- Consent of John R. Parker, Included in Exhibit 5.
Jr.
24.1-- Powers of Attorney. Filed herewith.
II-7