ATLANTA — Coca-Cola Enterprises Inc has received notice of an unsolicited "mini-tender" offer, made by TRC Capital Corp., to purchase up to 5 million of CC.E.'s common shares, C.C.E. officials said Monday. The number of shares subject to the offer represent approximately 1.1% of C.C.E.'s shares outstanding.

C.C.E. officials cautioned shareholders that TRC Capital's unsolicited offer of $20.45 per share was approximately 4.2% below the $21.35 per share closing price of CCE's common shares on Feb. 28, the day before the offer commenced. C.C.E. closed Monday at $21.74.

"Coca-Cola Enterprises strongly recommends against tendering shares in response to this unsolicited offer," C.C.E. officials said in a statement.

Coca-Cola Enterprises said it was advising shareholders to consult their financial advisers and to exercise caution with respect to TRC Capital's offer. C.C.E. is not associated with TRC Capital or its offer.

TRC Capital has made a number of "mini-tender" offers for the shares of other companies for its profit, C.C.E. officials said. These offers are devised to seek less than 5% of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission.

The S.E.C. has cautioned investors about "mini-tender" offers in an investor alert. Additional information on the risks of "mini-tender" offers can be found on the S.E.C.'s web site at, C.C.E. officials noted.

The TRC Capital offer is currently scheduled to expire at 12:01 a.m. eastern time, on March 30.

Coca-Cola Enterprises sells approximately 80% of The Coca-Cola Company's bottle and can volume in North America and is the sole licensed bottler for products of The Coca-Cola Company in Belgium, continental France, Great Britain, Luxembourg, Monaco and the Netherlands.