<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Period Ended November 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------------- --------------------
Commission File No. 333-35083
---------
UNITED REFINING COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1411751
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 Bradley Street
Warren, Pennsylvania 16365
--------------------------------------------------
(address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 814-726-4674
---------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Number of shares outstanding of Registrant's Common Stock
as of January 14, 1999: 100.
1
<PAGE> 2
<TABLE>
<CAPTION>
TABLE OF ADDITIONAL REGISTRANTS
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
Primary Standard
State of Other Industrial IRS Employer
Jurisdiction of Classification Identification Commission File
Name Incorporation Number Number Number
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Kiantone Pipeline Corporation New York 4612 25-1211902 333-35083-01
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
Kiantone Pipeline Company Pennsylvania 4600 25-1416278 333-35083-03
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
United Refining Company of Pennsylvania 5541 25-0850960 333-35083-02
Pennsylvania
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
United Jet Center, Inc. Delaware 4500 52-1623169 333-35083-06
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
Kwik-Fill, Inc. Pennsylvania 5541 25-1525543 333-35083-05
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
Independent Gas and Oil Company of New York 5170 06-1217388 333-35083-11
Rochester, Inc.
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
Bell Oil Corp. Michigan 5541 38-1884781 333-35083-07
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
PPC, Inc. Ohio 5541 31-0821706 333-35083-08
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
Super Test Petroleum, Inc. Michigan 5541 38-1901439 333-35083-09
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
Kwik-Fil, Inc. New York 5541 25-1525615 333-35083-04
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
Vulcan Asphalt Refining Corporation Delaware 2911 23-2486891 333-35083-10
- ------------------------------------- ------------------------ ----------------------- ------------------ -------------------
</TABLE>
2
<PAGE> 3
UNITED REFINING COMPANY
AND SUBSIDIARIES
<TABLE>
<CAPTION>
INDEX
- ------------------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION PAGE(S)
Item 1. Financial Statements
<S> <C> <C>
Consolidated Balance Sheets -
November 30, 1998 and August 31, 1998 4
Consolidated Statements of Operations -
Quarters Ended November 30, 1998 and 1997 5
Consolidated Statements of Cash Flows -
Quarters Ended November 30, 1998 and 1997 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
PART II. OTHER INFORMATION 13
</TABLE>
3
<PAGE> 4
PART 1 -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
NOVEMBER 30,
1998 AUGUST 31,
(UNAUDITED) 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT:
Cash and cash equivalents $ 17,753 $ 26,400
Accounts receivable, net 24,003 27,017
Inventories 48,461 55,124
Prepaid expenses and other assets 7,834 7,727
Deferred income taxes 5,024 5,024
- ---------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 103,075 121,292
- ---------------------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT:
Cost 262,299 256,895
Less: accumulated depreciation 60,559 58,918
- ---------------------------------------------------------------------------------------------------------------------
NET PROPERTY, PLANT AND EQUIPMENT 201,740 197,977
- ---------------------------------------------------------------------------------------------------------------------
RESTRICTED CASH AND CASH EQUIVALENTS AND INVESTMENTS 11,309 15,289
DEFERRED FINANCING COSTS, NET 7,023 7,244
OTHER ASSETS 761 777
- ---------------------------------------------------------------------------------------------------------------------
$323,908 $342,579
=====================================================================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT:
Current installments of long-term debt $ 258 $ 283
Accounts payable 14,268 25,298
Accrued liabilities 17,235 11,823
Sales, use and fuel taxes payable 13,049 26,026
- ---------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 44,810 63,430
LONG TERM DEBT: LESS CURRENT INSTALLMENTS 200,935 201,026
DEFERRED INCOME TAXES 17,036 16,889
DEFERRED GAIN ON SETTLEMENT OF PENSION PLAN OBLIGATIONS 2,151 2,205
DEFERRED RETIREMENT BENEFITS 12,133 12,350
OTHER NONCURRENT LIABILITIES 2,152 1,442
- ---------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 279,217 297,342
- ---------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY:
Common stock, $.10 par value per share - shares authorized
100; issued and outstanding 100 -- --
Additional paid-in capital 7,150 7,150
Retained earnings 37,541 38,087
- ---------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDER'S EQUITY 44,691 45,237
- ---------------------------------------------------------------------------------------------------------------------
$323,908 $342,579
=====================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED
NOVEMBER 30,
-------------------------------
1998 1997
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NET SALES $187,092 $213,302
COSTS OF GOODS SOLD 162,042 186,121
- --------------------------------------------------------------------------------------------------------------
GROSS PROFIT 25,050 27,181
- --------------------------------------------------------------------------------------------------------------
EXPENSES:
Selling, general and administrative expenses 19,624 19,116
Depreciation and amortization expenses 2,356 2,274
- --------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 21,980 21,390
- --------------------------------------------------------------------------------------------------------------
OPERATING INCOME 3,070 5,791
- --------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Interest income 515 954
Interest expense (5,435) (5,508)
Other, net 957 (30)
- --------------------------------------------------------------------------------------------------------------
(3,963) (4,584)
- --------------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT) (893) 1,207
INCOME TAX EXPENSE (BENEFIT) (347) 482
- --------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $ (546) $ 725
==============================================================================================================
</TABLE>
5
<PAGE> 6
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED
NOVEMBER 30,
--------------------------------------
1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ (546) $ 725
Adjustments to reconcile net income/(loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 2,524 2,436
Post-retirement benefits (217) (251)
Change in deferred income taxes 147 472
(Gain) on asset dispositions (1,078) (72)
Cash provided by (used in) working capital items (8,231) 2,812
Other, net (69) (167)
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL ADJUSTMENTS (6,924) 5,230
- ----------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (7,470) 5,955
- ----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash, cash equivalents and investments 3,980 3,378
Additions to property, plant and equipment (7,039) (7,222)
Proceeds from asset dispositions 1,998 120
- ----------------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (1,061) (3,724)
- ----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal reductions of long-term debt (116) (54)
Deferred financing costs -- (124)
- ----------------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES (116) (178)
- ----------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (8,647) 2,053
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 26,400 11,024
- ----------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 17,753 $13,077
- ----------------------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) WORKING CAPITAL ITEMS:
Accounts receivable, net $ 3,014 5,747
Inventories 6,663 1,371
Prepaid expenses and other assets (107) 611
Accounts payable (11,030) (8,396)
Accrued liabilities 6,206 4,967
Sales, use and fuel taxes payable (12,977) (1,488)
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL CHANGE $ (8,231) $ 2,812
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
===============================================================================
1. BASIS OF PRESENTATION The accompanying unaudited consolidated
financial statements have been prepared in
accordance with generally accepted accounting
principles for interim financial information
and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly,
they do not include all of the information
and footnotes required by generally accepted
accounting principles for complete financial
statements. In the opinion of management, all
adjustments (consisting of only normal
recurring accruals) considered necessary for
a fair presentation have been included.
Operating results for the three month period
ended November 30, 1998 are not necessarily
indicative of the results that may be
expected for the year ending August 31, 1999.
For further information, refer to the
consolidated financial statements and
footnotes thereto incorporated by reference
in the Company's Form 10-K filing dated
November 30, 1998.
2. COMPREHENSIVE INCOME The Company has adopted Statement of
Financial Accounting Standards (SFAS)
No. 130, REPORTING COMPREHENSIVE INCOME,
which establishes standards for reporting and
display of comprehensive income, its
components and accumulated balances.
Comprehensive income is defined to include
all changes in equity except those resulting
from investments by owners and distributions
to owners. Among other disclosures, SFAS No.
130 requires that all items that are required
to be recognized under current accounting
standards as components of comprehensive
income be reported in a financial statement
that is displayed with the same prominence as
other financial statements. For interim
reporting purposes, SFAS No. 130 requires
disclosure of total comprehensive income.
Total comprehensive income for the three
months ended November 30, 1998 and 1997 is
the same as the reported net income.
7
<PAGE> 8
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
===============================================================================
3. SUBSIDIARY GUARANTORS Summarized financial information for the
Company's wholly owned subsidiary guarantors
is as follows:
<TABLE>
<CAPTION>
NOVEMBER 30, 1998
(UNAUDITED) AUGUST 31, 1998
- --------------------------------------------------------------------------------------
<S> <C> <C>
Current assets $ 38,675 $ 39,901
Noncurrent assets 77,367 73,666
Current liabilities 107,461 103,977
Noncurrent liabilities 10,403 10,651
- --------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30, 1998 NOVEMBER 30, 1997
(UNAUDITED) (UNAUDITED)
- --------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $105,170 115,156
Gross profit 16,601 17,441
Operating income (loss) (1,189) 568
Net income (loss) (872) (162)
- --------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 9
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
Recent Developments
The decline in world crude oil prices continued in December 1998, with
the average prices of NYMEX crude oil contracts traded during December reaching
the lowest level in well over a decade. However, prices increased significantly
in early January 1999, with NYMEX crude oil contracts as of January 11 trading
approximately $2 per barrel above the December average.
Results of Operations
For the fiscal quarter ended November 30, 1998, the Company's Costs of
Goods Sold, Gross Profit and Operating Income continued to be negatively
affected by the reduction in the valuation of working inventories as a result of
falling petroleum prices. The reduction in the valuation of working inventories
for the quarter ended November 30, 1998 was approximately $1.4 million, compared
to a reduction in valuation of approximately $1.2 million in the fiscal quarter
ended November 30, 1997. However, such changes in inventory valuation did not
have a material effect on the Company's operating cash flow.
Matters discussed below should be read in conjunction with the
accompanying unaudited financial information. Certain statements contained in
this report are forward-looking. Although management believes that its
expectations are based on reasonable assumptions within the bounds of its
knowledge of its business and operations, there can be no assurance that actual
results will not differ materially from its expectations. Factors that could
cause actual results to differ from expectations include general economic,
business and market conditions, volatility of gasoline prices, merchandise
margins, customer traffic, weather conditions, labor costs and the level of
capital expenditures. For other important factors that may cause actual results
to differ materially from expectations and underlying assumptions, see the
Company's periodic filings with the Securities and Exchange Commission.
Comparison of Fiscal Quarters ended November 30, 1998 and
November 30, 1997
Net Sales. Net Sales decreased $26.2 million or 12.3% from $213.3
million for the fiscal quarter ended November 30, 1997 to $187.1 million for the
fiscal quarter ended November 30, 1998. The decline was due to 27.9% and 26.5%
decreases in wholesale and retail petroleum sales prices respectively, partially
offset by 16.3% and 5.3% increases in wholesale and retail petroleum volume
respectively and by an 8.7% increase in retail merchandise sales. The price
decreases were primarily due to lower prices for petroleum products worldwide
which accompanied a 29.9% decrease in world crude oil prices, as indicated by
average prices of NYMEX crude oil contracts in the fiscal quarter ended November
30, 1998 as compared to average prices of these contracts in the quarter ended
November 30, 1997.
Costs of Goods Sold. Costs of goods sold decreased $24.1 million or
12.9% from $186.1 million for the fiscal quarter ended November 30, 1997 to
$162.0 million for the fiscal quarter ended November 30, 1998. This decrease was
primarily due to a 29.9% decline in world crude oil prices for the quarter ended
November 30, 1998 as compared to crude oil prices for the quarter ended
November 30, 1997. The decline in the Company's costs of goods due to lower
world crude oil prices was partially offset by an
9
<PAGE> 10
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
increase in the volume of crude oil processed at the Company's refinery in the
quarter ended November 30, 1998 as compared to the quarter ended
November 30, 1997.
Operating Expenses. Operating expenses increased $0.6 million or 2.8%
from $21.4 million for the fiscal quarter ended November 30, 1997 to $22.0
million for the fiscal quarter ended November 30, 1998. The increase was
primarily due to increased retail expenses for sales promotions and
environmental expenses. Increased retail environmental expenses were primarily
connected with the upgrading of underground storage tanks to new federal
standards. Increased retail promotions expenses were primarily in connection
with a "frequent fueler" program which has been effective in increasing retail
gasoline volume. This program was first introduced in June, 1997 and was
extended to include all retail locations in February, 1998.
Operating Income. Operating income decreased $2.7 million from $5.8
million for the fiscal quarter ended November 30, 1997 to $3.1 million for the
fiscal quarter ended November 30, 1998. This was primarily due to lower gross
profit in terms of total dollars, as the result of lower industry wide petroleum
margins, only partially offset by the Company's higher petroleum sales volumes.
However, gross profit increased as a percentage of sales, primarily because of
an increase in retail merchandise sales, which historically achieve a higher
percentage gross margin than petroleum.
Other Income/Expense. Net interest expense (interest expense less
interest income) increased $0.4 million from $4.5 million for the fiscal quarter
ended November 30, 1997 to $4.9 million for the fiscal quarter ended November
30, 1998. The increased net interest expense was due to a decrease in interest
income earned, as a result of lower balances of restricted cash and investments.
Other income/expense, net changed from an expense of approximately $30,000 for
the quarter ended November 30, 1997 to income of approximately $1.0 million for
the quarter ended November 30, 1998. This was primarily due to a gain of
approximately $1.1 million on the sale of certain assets.
Income Taxes. The provisions for income taxes for the fiscal quarters
ended November 30, 1997 and November 30, 1998 have been computed based upon
management's estimate of its annualized effective tax rate of approximately
39.9% and 38.9% respectively.
Liquidity and Capital Resources
Working capital (current assets minus current liabilities) at November
30, 1998 was $58.3 million and at August 31, 1998 was $57.9 million. The
Company's current ratio (current assets divided by current liabilities) was
2.3:1 at November 30, 1998 and was 1.9:1 at August 31, 1998.
Net cash used in operating activities totaled $7.5 million for the
three months ended November 30, 1998 compared to net cash provided by operating
activities of $6.0 million for the three months ended November 30, 1997.
Net cash used in investing activities for purchases of property, plant
and equipment totaled $7.0 million and $7.2 million for the three months ended
November 30, 1998 and 1997, respectively. For the three months ended November
30, 1998, the Company used $4.0 million of restricted cash, cash equivalents and
investments to fund the Company's Capital Improvement Plan.
10
<PAGE> 11
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
The Company reviews its capital expenditures on an ongoing basis. The
Company currently has budgeted approximately $20.0 million for capital
expenditures in fiscal 1999 with $3.1 million for the completion of projects
relating to underground storage tanks. The remaining $16.9 million for fiscal
1999 is budgeted for the refinery expansion and retail capital improvement
program, refinery environmental compliance and routine maintenance. These
capital expenditures will be financed in part by the capital expenditure escrow
account of $11.3 million. The refinery expansion and retail capital improvement
program is expected to be completed in fiscal 1999. Maintenance and
non-discretionary capital expenditures have averaged approximately $4 million
annually over the last three years for the refining and marketing operations.
Management does not foresee any increase in maintenance and non-discretionary
capital expenditures during fiscal 1999.
Future liquidity, both short and long-term, will continue to be
primarily dependent on realizing a refinery margin sufficient to cover fixed and
variable expenses, including planned capital expenditures. The Company expects
to be able to meet its working capital, capital expenditure and debt service
requirements out of cash flow from operations, cash on hand and borrowings under
the Company's bank credit facility with PNC Bank, N.A. as Agent Bank. Although
the Company is not aware of any pending circumstances which would change its
expectation, changes in the tax laws, the imposition of and changes in federal
and state clean air and clean fuel requirements and other changes in
environmental laws and regulations may also increase future capital expenditure
levels. Future capital expenditures are also subject to business conditions
affecting the industry. The Company continues to investigate strategic
acquisitions and capital improvements to its existing facilities.
Federal, state and local laws and regulations relating to the
environment affect nearly all the operations of the Company. As is the case with
all companies engaged in similar industries, the Company faces significant
exposure from actual or potential claims and lawsuits involving environmental
matters. Future expenditures related to environmental matters cannot be
reasonably quantified in many circumstances due to uncertainties as to required
remediation methods and related clean-up cost estimates. The Company cannot
predict what additional environmental legislation or regulations will be enacted
or become effective in the future or how existing or future laws or regulations
will be administered or interpreted with respect to products or activities to
which they have not been previously applied.
Seasonal Factors
Seasonal factors affecting the Company's business may cause variation
in the prices and margins of some of the Company's products. For example, demand
for gasoline tends to be highest in spring and summer months, while demand for
home heating oil and kerosene tends to be highest in the winter months. As a
result, the margin on gasoline prices versus crude oil costs generally tends to
increase in the spring and summer, while margins on home heating oil and
kerosene tend to increase in winter.
Also, because winter weather in the Company's market is not favorable
for paving activity, the Company's asphalt sales in winter months are composed
of a much lower percentage of paving asphalt and a correspondingly higher
percentage of roofing asphalt whose demand is much less seasonal. In addition,
the Company stores a significant portion of winter asphalt production for sale
the following spring and summer.
11
<PAGE> 12
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
Inflation
The effect of inflation on the Company has not been significant during
the last five fiscal years.
Year 2000 Computer Issues
The year 2000 presents many challenges to our industry with respect to,
among other things, date-related functions in some computer systems.
Historically, certain computer programs have been written using two digits
rather than four to define the applicable year, which could result in the
computer recognizing a date using "00" as the year 1900 rather than the year
2000. This in turn could result in major system failures or miscalculations and
is generally referred to as the "Year 2000" problem.
The Company is examining all areas of our business to ensure Year 2000
readiness, including computer hardware and software applications. The Company is
addressing Year 2000 issues primarily with internal resources to ensure that the
transition to the Year 2000 will not disrupt the Company's operations. The
Company anticipates that essentially all of its systems will be compliant by
calendar year end 1998, including its non-information technology systems. In
addition, the Company has communicated with and evaluated the systems of its
customers, suppliers, financial institutions and others with which it does
business to identify any Year 2000 issues. Costs incurred by the Company to date
to implement its plan have not been material and are not expected to have a
material effect on the Company's financial condition or results of operations.
There can be no assurance, however, that the Year 2000 issue will not adversely
affect the Company and its business.
12
<PAGE> 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8K
(a) Exhibit 27 - Financial Data Schedule
(b) No reports on Forms 8-K have been filed for the
quarter for which this report is being filed.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 14, 1999
UNITED REFINING COMPANY
-----------------------
(Registrant)
/s/ Myron L. Turfitt
-----------------------
Myron L. Turfitt
President
/s/ James E. Murphy
-----------------------
James E. Murphy
Chief Financial Officer
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 14, 1999
KIANTONE PIPELINE CORPORATION
-----------------------------
(Registrant)
/s/ Myron L. Turfitt
-----------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
-----------------------------
James E. Murphy
Chief Financial Officer
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 14, 1999
UNITED REFINING COMPANY OF PENNSYLVANIA
---------------------------------------
(Registrant)
/s/ Myron L. Turfitt
---------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
---------------------------------------
James E. Murphy
Chief Financial Officer
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 14, 1999
KIANTONE PIPELINE COMPANY
-------------------------
(Registrant)
/s/ Myron L. Turfitt
-------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
-------------------------
James E. Murphy
Chief Financial Officer
17
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 14, 1999
UNITED JET CENTER, INC.
-----------------------
(Registrant)
/s/ Myron L. Turfitt
-----------------------
Myron L. Turfitt
President
/s/ James E. Murphy
-----------------------
James E. Murphy
Chief Financial Officer
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 14, 1999
KWIK-FILL, INC.
-----------------------
(Registrant)
/s/ Myron L. Turfitt
-----------------------
Myron L. Turfitt
President
/s/ James E. Murphy
-----------------------
James E. Murphy
Chief Financial Officer
19
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 14, 1999
INDEPENDENT GASOLINE AND OIL COMPANY OF
ROCHESTER, INC.
---------------------------------------
(Registrant)
/s/ Myron L. Turfitt
---------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
---------------------------------------
James E. Murphy
Chief Financial Officer
20
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 14, 1999
BELL OIL CORP.
-----------------------
(Registrant)
/s/ Myron L. Turfitt
-----------------------
Myron L. Turfitt
President
/s/ James E. Murphy
-----------------------
James E. Murphy
Chief Financial Officer
21
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 14, 1999
PPC, INC.
-----------------------
(Registrant)
/s/ Myron L. Turfitt
-----------------------
Myron L. Turfitt
President
/s/ James E. Murphy
-----------------------
James E. Murphy
Chief Financial Officer
22
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 14, 1999
SUPER TEST PETROLEUM, INC.
--------------------------
(Registrant)
/s/ Myron L. Turfitt
--------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
--------------------------
James E. Murphy
Chief Financial Officer
23
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 14, 1999
KWIK-FIL, INC.
-----------------------
(Registrant)
/s/ Myron L. Turfitt
-----------------------
Myron L. Turfitt
President
/s/ James E. Murphy
-----------------------
James E. Murphy
Chief Financial Officer
24
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 14, 1999
VULCAN ASPHALT REFINING CORPORATION
-----------------------------------
(Registrant)
/s/ Myron L. Turfitt
-----------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
-----------------------------------
James E. Murphy
Chief Financial Officer
25
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-END> NOV-30-1998
<CASH> 17,753
<SECURITIES> 0
<RECEIVABLES> 24,003
<ALLOWANCES> 481
<INVENTORY> 48,461
<CURRENT-ASSETS> 103,075
<PP&E> 262,299
<DEPRECIATION> 60,559
<TOTAL-ASSETS> 323,908
<CURRENT-LIABILITIES> 44,810
<BONDS> 200,935
0
0
<COMMON> 0
<OTHER-SE> 44,691
<TOTAL-LIABILITY-AND-EQUITY> 323,908
<SALES> 187,092
<TOTAL-REVENUES> 187,092
<CGS> 162,042
<TOTAL-COSTS> 19,624
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 111
<INTEREST-EXPENSE> 5,657
<INCOME-PRETAX> (893)
<INCOME-TAX> (347)
<INCOME-CONTINUING> (546)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (546)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
