1 As filed with the Securities and Exchange Commission on October 13, 1995 Registration No. 033-63315 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 CENTERIOR FUNDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 9999 510368903 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) Nancy Descano, Secretary Suite 350, 1013 Centre Road Suite 350, 1013 Centre Road Wilmington, Delaware 19805 Wilmington, Delaware 19805 (302) 998-0592 (302) 998-0592 (Address of principal executive offices) (Name and address of agent for service) _______________________ Copy to: CATHY M. KAPLAN, ESQ. GORDON S. KAISER, JR., ESQ. KEVIN P. MURPHY, ESQ. KEVIN J. HOCHBERG, ESQ. Brown & Wood Squire, Sanders & Dempsey Centerior Energy Corporation Sidley & Austin One World Trade Center, 57th Floor 4900 Society Center, 127 Public Square 6200 Oak Tree Boulevard One First National Plaza New York, New York 10048 Cleveland, Ohio 44114-1304 Independence, Ohio 44131 Chicago, Illinois 60603 (212) 839-5531 (216) 479-8500 (216) 447-3100 (312) 853-2085 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 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, please check the following box. [ ] _______________________ 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 the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ 2 The purpose of this Amendment No. 1 is to add dated signature page and powers of attorney that were inadvertently omitted from the original electronically filed Registration Statement on Form S-1. 3 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 Lakewood, State of Ohio, on the 10th the day of October, 1995. CENTERIOR FUNDING CORPORATION (REGISTRANT) By David M. Blank ----------------------------------- Name: David M. Blank Title: President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated: Signature Title Date --------- ----- ---- David M. Blank President and Director October 10, 1995 - ---------------------------------- (Principal Executive Officer) David M. Blank Barbara A. Frastaci Treasurer October 10, 1995 - ---------------------------------- (Principal Financial Officer Barbara A. Frastaci and Principal Accounting Officer) Terrence G. Linnert Director October 10, 1995 - ---------------------------------- Terrence G. Linnert Andrew L. Stidd Director October 10, 1995 - ---------------------------------- Andrew L. Stidd II-5 4 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David M. Blank, Barbara A. Frastaci, Terrence G. Linnert, Kevin P. Murphy, Janis T. Percio, Gordon S. Kaiser, Jr. and Dynda A. Thomas as his true and lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power of authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on October 10, 1995, by the following persons in the capacities indicated. David M. Blank Terrence G. Linnert - --------------------------------------------------- ------------------------------------------------------------ Name: David M. Blank Name: Terrence G. Linnert Title: President and Director Title: Director (principal executive officer) Barbara A. Frastaci Andrew L. Stidd - --------------------------------------------------- ------------------------------------------------------------ Name: Barbara A. Frastaci Name: Andrew L. Stidd Title: Treasurer Title: Director (principal financial officer and principal accounting officer) 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 13th the day of October, 1995. CENTERIOR FUNDING CORPORATION (REGISTRANT) By Dynda A. Thomas* ------------------------------------ Name: David M. Blank Title: President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the date indicated: Signature Title Date --------- ----- ---- Dynda A. Thomas* President and Director October 13, 1995 - ---------------------------------- (Principal Executive Officer) David M. Blank Dynda A. Thomas* Treasurer October 13, 1995 - ---------------------------------- (Principal Financial Officer Barbara A. Frastaci and Principal Accounting Officer) Dynda A. Thomas* Director October 13, 1995 - ---------------------------------- Terrence G. Linnert Dynda A. Thomas* Director October 13, 1995 - ---------------------------------- Andrew L. Stidd * By Dynda A. Thomas , as Attorney-in-fact -------------------------- Dynda A. Thomas