-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QYvjE7BYYcvJOhKxrcboZl1BBHt3KOBmTzc6O3kU2kz8WIDFJaC5h0wBmzP+PA0c bwRdUeM3f4mB3+8ru3VARw== 0000950128-01-000609.txt : 20010417 0000950128-01-000609.hdr.sgml : 20010417 ACCESSION NUMBER: 0000950128-01-000609 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010228 FILED AS OF DATE: 20010416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED REFINING CO CENTRAL INDEX KEY: 0000101462 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 251411751 STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-06198 FILM NUMBER: 1603098 BUSINESS ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: 8147231500 MAIL ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KIANTONE PIPELINE CORP CENTRAL INDEX KEY: 0000830253 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 251211902 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-35083-01 FILM NUMBER: 1603099 BUSINESS ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: 8147231500 MAIL ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED REFINING CO /PA/ CENTRAL INDEX KEY: 0001040270 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 250850960 STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-35083-02 FILM NUMBER: 1603100 BUSINESS ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: 8147231500 MAIL ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KIANTONE PIPELINE CO CENTRAL INDEX KEY: 0001045539 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-35083-03 FILM NUMBER: 1603101 BUSINESS ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: 8147231500 MAIL ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWIK FIL INC CENTRAL INDEX KEY: 0001045540 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-35083-04 FILM NUMBER: 1603102 BUSINESS ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: 8147231500 MAIL ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWIK FILL INC CENTRAL INDEX KEY: 0001045541 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-35083-05 FILM NUMBER: 1603103 BUSINESS ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: 8147231500 MAIL ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED JET CENTER INC CENTRAL INDEX KEY: 0001045542 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-35083-06 FILM NUMBER: 1603104 BUSINESS ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: 8147231500 MAIL ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL OIL CORP CENTRAL INDEX KEY: 0001045543 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-35083-07 FILM NUMBER: 1603105 BUSINESS ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: 8147231500 MAIL ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPC INC CENTRAL INDEX KEY: 0001045544 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-35083-08 FILM NUMBER: 1603106 BUSINESS ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: 8147231500 MAIL ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPER TEST PETROLEUM INC CENTRAL INDEX KEY: 0001045545 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-35083-09 FILM NUMBER: 1603107 BUSINESS ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: 8147231500 MAIL ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VULCAN ASPHALT REFINING CORP CENTRAL INDEX KEY: 0001045546 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-35083-10 FILM NUMBER: 1603108 BUSINESS ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: 8147231500 MAIL ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENT GASOLINE & OIL CO OF ROCHESTER CENTRAL INDEX KEY: 0001045547 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-35083-11 FILM NUMBER: 1603109 BUSINESS ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: 8147231500 MAIL ADDRESS: STREET 1: 15 BRADLEY ST CITY: WARREN STATE: PA ZIP: 16365 10-Q 1 j8768201e10-q.txt UNITED REFINING COMPANY FORM 10-Q 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 February 28, 2001 [ ] 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 (Zip Code) executive office) 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 April 16, 2001: 100. 2
- ------------------------------------------------------------------------------------------------------------------------------- TABLE OF ADDITIONAL REGISTRANTS - ------------------------------------------------------------------------------------------------------------------------------- Primary Standard State of Other Industrial IRS Employer Jurisdiction of Classification Identification Commission File Name Incorporation Number Number Number - ------------------------------------------------------------------------------------------------------------------------------- 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 Pennsylvania 5541 25-0850960 333-35083-02 - ------------------------------------------------------------------------------------------------------------------------------- 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 Rochester, Inc. New York 5170 06-1217388 333-35083-11 - ------------------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------------------
2 3
PAGE(S) PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - February 28, 2001 and August 31, 2000 4 Consolidated Statements of Operations - Six Months and Quarters Ended February 28, 2001 and February 29, 2000 5 Consolidated Statements of Cash Flows - Six Months Ended February 28, 2001 & February 29, 2000 6 Notes to Consolidated Financial Statements 7-11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12-18 PART II. OTHER INFORMATION 19
3 4 UNITED REFINING COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
==================================================================================================== FEBRUARY 28, 2001 AUGUST 31, (UNAUDITED) 2000 - ---------------------------------------------------------------------------------------------------- ASSETS CURRENT: Cash and cash equivalents $ 17,555 $ 7,430 Accounts receivable, net 32,137 44,304 Inventories 85,733 61,894 Prepaid expenses and other assets 10,537 8,877 - ---------------------------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 145,962 122,505 PROPERTY, PLANT AND EQUIPMENT, NET 192,117 207,746 DEFERRED FINANCING COSTS 4,779 5,497 OTHER ASSETS 6,239 4,620 - ---------------------------------------------------------------------------------------------------- $349,097 $340,368 ==================================================================================================== LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT: Current installments of long-term debt $ 151 $ 150 Accounts payable 27,991 18,434 Income taxes payable 1,839 538 Accrued liabilities 10,658 12,810 Sales, use and fuel taxes payable 12,592 15,809 Deferred income taxes 5,571 5,571 - ---------------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 58,802 53,312 LONG TERM DEBT: LESS CURRENT INSTALLMENTS 190,897 200,961 DEFERRED INCOME TAXES 11,880 13,103 DEFERRED GAIN ON SETTLEMENT OF PENSION PLAN OBLIGATIONS 1,667 1,775 DEFERRED RETIREMENT BENEFITS 17,424 15,738 OTHER NONCURRENT LIABILITIES 264 373 - ---------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 280,934 285,262 - ---------------------------------------------------------------------------------------------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDER'S EQUITY: Common stock, $.10 par value per share - shares authorized 100; issued and outstanding 100 -- -- Additional paid-in capital 16,648 7,150 Retained earnings 51,515 47,956 - ---------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDER'S EQUITY 68,163 55,106 - ---------------------------------------------------------------------------------------------------- $349,097 $340,368 ====================================================================================================
4 5 UNITED REFINING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED) (IN THOUSANDS)
======================================================================================================================= THREE MONTHS ENDED SIX MONTHS ENDED FEBRUARY, FEBRUARY, -------------------------------------------------------------- 2001 2000 2001 2000 - ----------------------------------------------------------------------------------------------------------------------- NET SALES $ 246,940 $ 250,131 $ 542,401 $ 494,619 COSTS OF GOODS SOLD 220,774 221,572 485,588 438,567 - ----------------------------------------------------------------------------------------------------------------------- GROSS PROFIT 26,166 28,559 56,813 56,052 - ----------------------------------------------------------------------------------------------------------------------- EXPENSES: Selling, general and administrative expenses 17,716 19,124 36,611 38,280 Depreciation and amortization expenses 2,733 2,587 5,465 5,176 - ----------------------------------------------------------------------------------------------------------------------- TOTAL OPERATING EXPENSES 20,449 21,711 42,076 43,456 - ----------------------------------------------------------------------------------------------------------------------- OPERATING INCOME 5,717 6,848 14,737 12,596 - ----------------------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE): Interest income 385 50 916 114 Interest expense (5,512) (5,699) (10,952) (11,271) Other, net (173) (719) (520) (852) Costs associated with acquisition -- -- (1,300) -- - ----------------------------------------------------------------------------------------------------------------------- (5,300) (6,368) (11,856) (12,009) - ----------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAX EXPENSE 417 480 2,881 587 INCOME TAX EXPENSE 175 274 1,210 316 - ----------------------------------------------------------------------------------------------------------------------- INCOME BEFORE EXTRAORDINARY ITEM 242 206 1,671 271 EXTRAORDINARY ITEM, NET OF TAX OF $1,367 1,888 -- 1,888 -- - ----------------------------------------------------------------------------------------------------------------------- NET INCOME $ 2,130 $ 206 $ 3,559 $ 271 =======================================================================================================================
5 6 UNITED REFINING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED) (IN THOUSANDS)
============================================================================================================= SIX MONTHS ENDED FEBRUARY, -------------------------------- 2001 2000 - ------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,559 $ 271 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 7,413 6,704 Post-retirement benefits 1,686 1,448 Change in deferred income taxes 860 619 Gain on extinguishment of debt (3,255) -- Gain (loss) on asset dispositions 44 (64) Cash used in working capital items (8,227) (23,881) Other, net (3,094) (474) - ------------------------------------------------------------------------------------------------------------- TOTAL ADJUSTMENTS (4,573) (15,648) - ------------------------------------------------------------------------------------------------------------- NET CASH USED IN OPERATING ACTIVITIES (1,014) (15,377) - ------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of investment securities (3,714) -- Sale of investment securities 3,497 -- Additions to property, plant and equipment (5,612) (3,361) Proceeds from asset dispositions 23,531 104 - ------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 17,702 (3,257) - ------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings on revolving credit facility -- 16,000 Proceeds from issuance of long term debt -- 152 Deferred financing costs -- (50) Principal reductions of long term debt (6,563) (138) - ------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (6,563) 15,964 - ------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 10,125 (2,670) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 7,430 8,925 - ------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 17,555 $ 6,255 ============================================================================================================= CASH PROVIDED BY (USED IN) WORKING CAPITAL ITEMS: Accounts receivable, net $ 12,167 $ (2,726) Inventories (23,839) (6,085) Prepaid expenses and other assets (1,660) 1,067 Accounts payable 9,557 (9,813) Income taxes payable 917 -- Accrued liabilities (2,152) (2,104) Sales, use and fuel taxes payable (3,217) (4,220) - ------------------------------------------------------------------------------------------------------------- TOTAL CHANGE $ (8,227) $(23,881) =============================================================================================================
6 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 accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America 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 and six month periods ended February 28, 2001 are not necessarily indicative of the results that may be expected for the year ending August 31, 2001. 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 29, 2000. 2. DERIVATIVE INSTRUMENTS AND Effective September 1, 2000, the Company HEDGING ACTIVITIES adopted Statement of Financial Accounting Standards No. 133 ("Statement 133"), "Accounting for Derivative Instruments and Hedging Activities." Statement 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure these instruments at fair value. The accounting for changes in the fair value of a derivative, that is, gains and losses, depends on the intended use of the derivative and its resulting designation. The adoption of Statement 133 did not have a material effect on the Company's financial position or results of operations. 3. RECENT ACCOUNTING STANDARD In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." SAB 101 provides guidance on applying generally accepted accounting principles to revenue recognition in financial statements. The Company has adopted SAB 101 which had no impact on its consolidated financial statements. 4. RECLASSIFICATION Certain amounts in the prior year's consolidated financial statements have been reclassified to conform with the presentation in the current year. 7 8 UNITED REFINING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ================================================================================ 5. INVENTORIES Inventories consist of the following: FEBRUARY 28, 2001 (UNAUDITED) AUGUST 31, 2000 - ----------------------------------------------------------------------------- Crude Oil $25,413 $16,975 Petroleum Products 37,229 22,819 ------------------------------------ Total @ LIFO 62,642 39,794 ------------------------------------ Merchandise 9,394 9,020 Supplies 13,697 13,080 ------------------------------------ Total @ FIFO 23,091 22,100 ------------------------------------ Total Inventory $85,733 $61,894 ============================================================================= For the three and six month periods ended February 28, 2001, the LIFO reserve was reduced by $1,500,000 and $3,500,000 respectively. 6. CREDIT FACILITY Effective January 8, 2001, the Company renegotiated its secured revolving credit facility to provide for an increase in its revolving credit commitment up to $50,000,000. The Facility expires on June 9, 2002 and is secured by certain qualifying cash accounts, accounts receivable, and inventory. The interest rate on borrowings varies with the Company's earnings and is based on the higher of the bank's prime rate or Federal funds rate plus 1/4% for base rate borrowings and the LIBOR rate for Euro-Rate borrowings, which was 7.14% as of February 28, 2001. 7. SUBSIDIARY GUARANTORS Summarized financial information for the Company's wholly owned subsidiary guarantors is as follows (in thousands): FEBRUARY 28, 2001 (UNAUDITED) AUGUST 31, 2000 ---------------------------------------------------------------- Current Assets $ 45,720 $ 45,304 Noncurrent Assets 69,779 85,443 Current Liabilities 107,587 127,180 Noncurrent Liabilities 6,272 9,300 ---------------------------------------------------------------- THREE MONTHS ENDED SIX MONTHS ENDED FEBRUARY FEBRUARY (UNAUDITED) (UNAUDITED) -------------------------------------------------- 2001 2000 2001 2000 - ---------------------------------------------------------------------------- Net Sales $117,187 $133,581 $258,217 $268,231 Gross Profit 15,292 16,368 30,061 34,834 Operating Income (Loss) 522 (41) 101 2,231 Net Income (Loss) (683) (1,525) (2,125) (1,342) - ---------------------------------------------------------------------------- 8 9 UNITED REFINING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ================================================================================ 8. SEGMENTS OF BUSINESS The Company is a petroleum refiner and marketer in its primary market area of Western New York and Northwestern Pennsylvania. Operations are organized into two business segments: wholesale and retail. The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, and the marketing of petroleum products to wholesale and industrial customers. The retail segment sells petroleum products and convenience and grocery items through company owned gasoline stations and convenience stores under the Kwik Fill(R) and Red Apple Food Mart(R) brand names. Intersegment revenues are calculated using estimated market prices and are eliminated upon consolidation. Summarized financial information regarding the Company's reportable segments is presented in the following tables (in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED FEBRUARY FEBRUARY (UNAUDITED) (UNAUDITED) -------------------------------------------------------- 2001 2000 2001 2000 - ------------------------------------------------------------------------------------------- Net Sales Retail $116,048 $132,340 $255,908 $265,668 Wholesale 130,892 117,791 286,493 228,951 ------------------------------------------------------- $246,940 $250,131 $542,401 $494,619 ======================================================= Intersegment Sales Wholesale $ 52,315 $ 57,649 $122,516 $113,227 ======================================================= Operating Income (Loss) Retail $ 309 $ (864) $ (570) $ 694 Wholesale 5,408 7,712 15,307 11,902 ------------------------------------------------------- $ 5,717 $ 6,848 $ 14,737 $ 12,596 ======================================================= Depreciation and Amortization Retail $ 765 $ 713 $ 1,530 $ 1,429 Wholesale 1,968 1,874 3,935 3,747 ------------------------------------------------------- $ 2,733 $ 2,587 $ 5,465 $ 5,176 =======================================================
9 10 UNITED REFINING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ================================================================================ FEBRUARY 28, 2001 (UNAUDITED) AUGUST 31, 2000 - -------------------------------------------------------------------------- Total Assets Retail $ 93,443 $108,925 Wholesale 255,654 231,443 ----------------------------------------- $349,097 $340,368 ========================================= Capital Expenditures Retail $ 1,773 $ 1,455 Wholesale 3,839 4,445 ----------------------------------------- $ 5,612 $ 5,900 ========================================= 9. TRANSACTIONS WITH AFFILIATED COMPANIES On September 29, 2000, the Company sold 42 retail units to an affiliate for $23,870,000. The excess of the sales price over the net historic cost of the assets and liabilities of $9,497,000 (net of income taxes) was credited to additional paid-in capital during the quarter. The Company has used $6,500,000 of the proceeds to repurchase the 10.75% Senior Unsecured Notes (Note 11). The balance has been invested in short-term securities and money market accounts and the Company has not made a final commitment as to the use of the balance of these restricted proceeds. For the six months ended February 28, 2001, net sales to the affiliate amounted to $18,909,000. Concurrent with the asset sale, the Company terminated the leases on 8 additional retail locations which it had previously leased from a non-subsidiary affiliate. The Company has entered into a management agreement with the non-subsidiary affiliate to operate and manage the retail units on a turnkey basis. For the six months ended February 28, 2001, the Company billed the affiliate $513,000 for management fees and overhead expenses incurred in the management and operation of the 50 retail units. The management agreement further requires the Company to periodically reimburse the affiliate for the gross revenues less direct costs, overhead expenses and management fees incurred by the Company in the operation of the units. As of February 28, 2001 the Company was indebted to the affiliate for $83,000 under the terms of the agreement, which is included in accounts payable. 10. COSTS ASSOCIATED WITH ACQUISITION On November 9, 2000, a subsidiary of United Refining Company ("United") submitted a written proposal to the board of Getty Petroleum Marketing, Inc. ("Getty") for the purchase of its approximately 14 million outstanding shares of common stock. The proposal indicated that the United subsidiary would be willing and fully prepared to pay $5.75 per share for all of the outstanding shares. On December 7, 2000, the subsidiary increased its offer to $6.00 per share. The amended proposal was not accepted by Getty and expired on December 8, 2000. The Company has recorded a $1,300,000 charge at February 28, 2001 for the estimated expenses associated with the unsuccessful acquisition. 10 11 UNITED REFINING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ================================================================================ 11. EXTRAORDINARY ITEM During February 2001, the Company repurchased $10,000,000 of 10.75% Senior Unsecured Notes due June 9, 2007 for $6,500,000 in cash. An extraordinary net gain of $1,888,000 was recorded as a result of the early retirement of debt, consisting of $3,500,000 of retirement discount less $245,000 of associated debt issuance costs, net of a tax charge of $1,367,000. 12. SUBSEQUENT EVENT In April 2001 the Company declared a dividend in the amount of $1,637,000. 11 12 UNITED REFINING COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) ================================================================================ Recent Developments During February, 2001, the Company made an offer to repurchase at 65% of face value up to $30 million face value of its 10.75% Senior Unsecured Notes due June 9, 2007. Results for the fiscal quarter ended February 28, 2001 reflect the repurchase of $10 million face value of these notes, and the associated extraordinary net gain of $1,888,000 net of a tax charge of $1,367,000. The Company repurchased a total of $10.2 million face value of Senior Notes pursuant to this offer, which expired March 16, 2001. Early in the Company's fiscal 2001, which began September 1, 2000, worldwide petroleum prices, as reflected by New York Mercantile Exchange (NYMEX) crude oil contract prices, continued a rise begun in February 1999, before reaching a peak in NYMEX pricing for December 2000. Subsequently, NYMEX pricing declined significantly, with April 2001 NYMEX crude cost averaging approximately $7 per barrel below the December levels. As is normally the case, rising crude oil prices tended to increase the Company's wholesale gasoline and distillate margins, while reducing retail petroleum margins. The subsequent decrease from the December peak had the opposite effect, reducing wholesale gasoline and distillate margins, while increasing retail margins. Since most of the decline in NYMEX prices took place between December and January, the negative effect on wholesale margins and positive effect on retail margins was most pronounced in December. In addition to the offsetting effect of increased retail margins, the effect of reduced December wholesale margins on the Company's results was also offset by continued strong price discounts on heavy high sulfur grades of crude oil. These strong discounts were in part the result of the increase in world crude oil prices since February 1999, which has improved the profitability of these crude oil grades and encouraged exploration and production activities, thus increasing supply. On September 29, 2000, the Company sold 42 retail locations to a non-subsidiary affiliate for $23.9 million. Simultaneously with this transaction, the Company terminated the leases on 8 additional retail locations which it had previously leased from a non-subsidiary affiliate. However, the Company continues to manage these 50 locations under a management agreement entered into simultaneously with the transactions, and continues to supply petroleum products to these locations. Results of Operations Comparison of Fiscal Quarters ended February 28, 2001 and February 29, 2000 Net Sales. Net sales decreased $3.2 million or 1.3% from $250.1 million for the fiscal quarter ended February 29, 2000 to $246.9 million for the fiscal quarter ended February 28, 2001. Retail sales decreased $16.3 million, or 12.3% from $132.3 million to $116.0 million, while wholesale sales increased $13.1 million or 11.1% from $117.8 million to $130.9 million. The retail sales decrease was due to an 18.2% decrease in retail petroleum volume and an 18.1% decrease in retail merchandise sales, partially offset by a 9.0% increase in retail petroleum prices. The wholesale sales increase was due to an 8.0% increase in wholesale volume and a 2.8% increase in wholesale prices. 12 13 UNITED REFINING COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) ================================================================================ However, the retail sales volume was reduced and wholesale sales volume correspondingly increased by the transfer of 50 retail locations to a non-subsidiary affiliate by sale or lease terminations on September 29, 2000. These transactions reduced the Company's retail sales, but increased wholesale sales, as the Company now supplies these affiliate locations on a wholesale basis. On a same-store basis, excluding prior period retail sales by these 50 locations, consolidated net sales increased approximately 4.6%. Same-store retail petroleum volume decreased 1.6%, retail petroleum prices increased 9.3%, and retail merchandise sales increased 4.5%. The modest decrease in same-store retail petroleum volume was partially due to the effect of higher retail prices and less favorable winter weather in reducing retail petroleum demand. The increase in retail and wholesale prices was primarily due to an increase in worldwide crude oil and petroleum product prices as reflected by an increase of approximately 18.0% in prices of NYMEX crude oil contracts for the quarter ended February 28, 2001, as compared to the quarter ended February 29, 2000. The increase in NYMEX pricing was partially offset by a significant drop in regional cash petroleum product prices in December 2000. Higher prices for gasoline and distillate in the quarter ended February 28, 2001 were also partially offset by lower asphalt prices. However, despite the lower asphalt prices, it was still beneficial to process heavy high sulfur crude oils with significant asphalt contents, as price discounts were extremely attractive for these heavy grades versus light sweet crude grades represented by NYMEX contracts. This was reflected in the fact that the Company's crude oil cost was essentially unchanged despite the 18% increase in NYMEX crude oil prices. Costs of Goods Sold. Costs of goods sold decreased $0.8 million or 0.4% from $221.6 million for the fiscal quarter ended February 29, 2000 to $220.8 million for the fiscal quarter ended February 28, 2001. Retail costs of goods sold decreased $15.7 million or 13.4% from $116.8 million to $101.1 million, while wholesale costs of goods sold increased $14.9 million or 14.2% from $104.8 million to $119.7 million. The slight decrease in consolidated costs of goods sold was despite an increase of approximately 18.0% in worldwide crude oil prices, as indicated by NYMEX crude oil contract prices for the quarter ended February 28, 2001 as compared to the prior year quarter. This was possible because the Company received strong price discounts on heavy high sulfur crude oil grades versus the light low sulfur crude oil traded on the NYMEX. Thus, the Company's average crude oil purchase price was essentially unchanged compared to the prior year quarter despite the 18% increase in NYMEX crude prices. The decrease in retail costs of goods sold and increase in wholesale costs of goods sold were primarily due to the previously discussed sale or lease terminations involving 50 retail locations now owned by a non-subsidiary affiliate, since these locations were supplied on a retail basis in the prior year quarter, but are now supplied on a wholesale basis. Costs of goods sold for the quarter ended February 28, 2001 was negatively impacted by an approximate $2.9 million decrease in the value of the Company's working inventories, which increased costs of goods sold. This was partially offset by a reduction in the LIFO reserve, which increased the value of the Company's total inventories by $1.5 million. In the quarter ended February 29, 2000, costs of goods sold had benefited from a $5.9 million increase in the value of working inventories. In the prior year quarter, LIFO exceeded market; thus, inventories were valued at net realizable value. Gross Profit. Gross profit decreased $2.4 million from $28.6 million for the fiscal quarter ended February 29, 2000 to $26.2 million for the fiscal quarter ended February 28, 2001. This decrease was primarily due to lower asphalt margins, higher costs for purchased fuel gas for the refinery operations, a 13 14 UNITED REFINING COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) ================================================================================ negative impact on costs of goods sold decreases in working inventory pricing, and the loss of the margin on sales at the 50 retail locations transferred to a non-subsidiary affiliate. These factors were only partially offset by better wholesale gasoline and distillate margins, better per unit retail margins, and a reduction in the LIFO reserve. Operating Expenses. Operating expenses decreased $1.3 million or 6.0% from $21.7 million for the fiscal quarter ended February 29, 2000 to $20.4 million for the fiscal quarter ended February 28, 2001. This decrease was primarily due to the elimination of station operating expenses associated with the 50 retail locations now owned by a non-subsidiary affiliate and to the reduction of retail overhead expenses by application of payments received from the non-subsidiary affiliate under an agreement by which the Company will manage those locations for the affiliate. These reductions more than offset increased depreciation, increased expenses for employee health benefits, increased same-station retail operating expenses for wages and for credit card processing, and increased professional fees. Increased depreciation was primarily due to capital equipment installed under the Company's Capital Improvement Plan. Increased same-store retail wages were primarily due to higher average hourly wages. Increased same-store credit card processing fees were the results of increased customer use of "Pay at the Pump" facilities and to higher retail prices, which increase per-transaction fees. Operating Income. As a result of the above, operating income decreased $1.1 million from $6.8 million for the fiscal quarter ended February 29, 2000 to $5.7 million for the fiscal quarter ended February 28, 2001. Interest Expense. Net interest expense (interest expense less interest income) decreased $0.5 million from $5.6 million for the fiscal quarter ended February 29, 2000 to $5.1 million for the fiscal quarter ended February 28, 2001. The decreased net interest expense was due to lower balances on the Company's revolving credit facility and to increased interest income earned. Income Taxes. The Company's effective tax rate for the fiscal quarter ended February 28, 2001 was approximately 42.0% compared to a rate of 57.1% for the fiscal quarter ended February 29, 2000. The decrease in the current quarter rate is primarily due to nondeductible permanent differences which applied to the prior year quarter but not to the fiscal quarter ended February 28, 2001 Extraordinary Item. During February 2001, the Company repurchased $10.0 million of the 10.75% Senior Unsecured Notes due June 9, 2007 for $6.5 million in cash. An extraordinary net gain of $1.9 million was recorded as a result of the early retirement of debt. Comparison of the Six Months ended February 28, 2001 and February 29, 2000 Net Sales. Net sales increased $47.8 million or 9.7% from $494.6 million for the six months ended February 29, 2000 to $542.4 million for the six months ended February 28, 2001. Retail sales decreased $9.8 million, or 3.7% from $265.7 million to $255.9 million, while wholesale sales increased $57.5 million or 25.1% from $229.0 million to $286.5 million. The retail sales decrease was due to a 13.9% decrease in retail petroleum volume and a 13.2% decrease in retail merchandise sales, partially 14 15 UNITED REFINING COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) ================================================================================ offset by a 14.8% increase in retail petroleum prices. The wholesale sales increase was due to a 0.4% increase in wholesale volume and a 24.5% increase in wholesale prices. However, retail sales volume was reduced and wholesale sales volume correspondingly increased by the transfer of 50 retail locations to a non-subsidiary affiliate by sale or lease termination on September 29, 2000. These transactions reduced the Company's retail sales, but increased wholesale sales, as the Company now supplies these affiliate locations on a wholesale basis. On a same-store basis, excluding prior period retail sales by these 50 locations, same-store retail petroleum volume increased 0.4%, retail petroleum prices increased 15.2%, and retail merchandise sales increased 6.2%. The slight increase in same-store retail petroleum volume and the increase in same-store merchandise sales was primarily due to the performance of the locations upgraded under the Company's Capital Improvement Plan completed at the end of fiscal 1999. The increase in retail and wholesale prices was primarily due to an increase in worldwide crude oil and petroleum product prices as reflected by an increase of approximately 30.4% in prices of NYMEX crude oil contracts for the six months ended February 28, 2001, as compared to the six months ended February 29, 2000. Costs of Goods Sold. Costs of goods sold increased $47.0 million or 10.7% from $438.6 million for the six months ended February 29, 2000 to $485.6 million for the six months ended February 28, 2001. Retail costs of goods sold decreased $5.6 million or 2.4% from $232.4 million to $226.8 million, while wholesale costs of goods sold increased $52.6 million or 25.5% from $206.2 million to $258.8 million. The increase in consolidated costs of goods sold was primarily due to a 30.4% increase in worldwide crude oil prices, as indicated by NYMEX crude oil contract prices for the six months ended February 28, 2001 as compared to the prior year period. This was partially offset by strong price discounts on heavy high sulfur crude oil grades versus the light low sulfur crude oil traded on the NYMEX. The decrease in retail costs of goods sold was primarily due to the previously discussed sale or lease termination involving 50 retail locations now owned by a non-subsidiary affiliate, since these locations were supplied on a retail basis in the prior year period, but are now supplied on a wholesale basis. Costs of goods sold for the six months ended February 28, 2001 was negatively impacted by an approximate $4.4 million decrease in the value of the Company's working inventories, which increased costs of goods sold. This was partially offset by a reduction in the LIFO reserve, which increased the value of the Company's total inventories by $3.5 million. In the six months ended February 29, 2000, costs of goods sold had benefited from a $10.2 million increase in the value of working inventories. In the prior year period, LIFO exceeded market; thus, inventories were valued at net realizable value. Gross Profit. Gross profit increased $0.8 million from $56.0 million for the six months ended February 29, 2000 to $56.8 million for the six months ended February 28, 2001. This increase was primarily due to better wholesale gasoline and distillate margins and better per unit retail margins, partially offset by lower asphalt margins, higher costs for purchased fuel gas for the refinery operations, and the loss of the margin on sales at the 50 retail locations transferred to a non-subsidiary affiliate. Operating Expenses. Operating expenses decreased $1.4 million or 3.2% from $43.5 million for the six months ended February 29, 2000 to $42.1 million for the six months ended February 28, 2001. This decrease was primarily due to the elimination of station operating expenses associated with the 50 retail locations now owned by a non-subsidiary affiliate and to the reduction of retail overhead expenses 15 16 UNITED REFINING COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) ================================================================================ by application of payments received from the non-subsidiary affiliate under an agreement by which the Company will manage those locations for the affiliate. These reductions more than offset increased depreciation, increased expenses for employee health benefits, increased same-station retail operating expenses for wages and for credit card processing, and increased professional fees. Increased depreciation was primarily due to capital equipment installed under the Company's Capital Improvement Plan. Increased same-store retail wages were primarily due to higher average hourly wages. Increased same-store credit card processing fees were the result of increased customer use of "Pay at the Pump" facilities and to higher retail prices, which increase per-transaction fees. Operating Income. As a result of the above, operating income increased $2.1 million from $12.6 million for the six months ended February 29, 2000 to $14.7 million for the six months ended February 28, 2001. Interest Expense. Net interest expense (interest expense less interest income) decreased $1.2 million from $11.2 million for the six months ended February 29, 2000 to $10.0 million for the six months ended February 28, 2001. The decreased net interest expense was due to lower balances on the Company's revolving credit facility and to increased interest income earned. Income Taxes. The Company's effective tax rate for the six months ended February 28, 2001 was approximately 42.0% compared to a rate of 53.8% for the six months ended February 29, 2000. The decrease in the current period rate is primarily due to nondeductible permanent differences which applied to the prior year period but not to the six months ended February 28, 2001. Extraordinary Item. During February 2001, the Company repurchased $10.0 million of the 10.75% Senior Unsecured Notes due June 9, 2007 for $6.5 million in cash. An extraordinary net gain of $1.9 million was recorded as a result of the early retirement of debt. Liquidity and Capital Resources Working capital (current assets minus current liabilities) at February 28, 2001 was $87.2 million and at August 31, 2000 was $69.2 million. The Company's current ratio (current assets divided by current liabilities) was 2.5:1 at February 28, 2001 and 2.3:1 at August 31, 2000. Net cash used in operating activities totaled $1.0 million and $15.4 million for the six months ended February 28, 2001 and February 29, 2000. Net cash used in investing activities for purchases of property, plant and equipment totaled $5.6 million and $3.4 million for the six months ended February 28, 2001 and February 29, 2000 respectively. Also, net cash provided by investing activities was $23.3 million and $.1 from the sale of assets for the six months ended February 28, 2001 and February 29, 2000 respectively. 16 17 UNITED REFINING COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) ================================================================================ Net cash used in financing activities of $6.6 million for the six months ended February 28, 2001 consisted primarily of the $6.5 million used to repurchase $10.0 million of 10.75% Senior Unsecured Notes due June 9, 2007. Net cash provided by financing activities of $16.0 million for the six months ended February 29, 2000 resulted primarily from net borrowings on the Company's revolving credit facility. The Company reviews its capital expenditures on an ongoing basis. The Company currently has budgeted approximately $6.0 million for capital expenditures in fiscal 2001. 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 2001. 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 secured revolving credit facility (the "Facility") with PNC Bank, N.A. as Agent Bank. The Company has renegotiated its secured revolving credit facility to provide for an increase in its revolving credit commitment up to $50,000,000. The commitment increase became effective January 8, 2001. The Facility expires on June 9, 2002 and is secured by certain qualifying cash accounts, accounts receivable, and inventory. The interest rate on borrowings varies with the Company's earnings and is based on the higher of the bank's prime rate or Federal funds rate plus 1/4% for base rate borrowings and the LIBOR rate for Euro-Rate borrowings, which was 7.14% as of February 28, 2001. In April 2001, the Company declared a dividend in the amount of $1,637,000. 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. In February 2000, United States Environmental Protection Agency (USEPA) issued a final rule requiring the reduction of the sulfur content of gasoline. The Company anticipates that a material investment of funds will be required before 2008 to comply with this rule. 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 the 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 the 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. 17 18 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 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. Inflation The effect of inflation on the Company has not been significant during the last five fiscal years. 18 19 PART II - OTHER INFORMATION Item 1. 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) No reports on Forms 8-K have been filed for the quarter for which this report is being filed. 19 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: April 16, 2001 UNITED REFINING COMPANY ---------------------------------------- (Registrant) /s/ Myron L. Turfitt ---------------------------------------- Myron L. Turfitt President /s/ James E. Murphy ---------------------------------------- James E. Murphy Chief Financial Officer 20 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: April 16, 2001 KIANTONE PIPELINE CORPORATION ---------------------------------------- (Registrant) /s/ Myron L. Turfitt ---------------------------------------- Myron L. Turfitt President /s/ James E. Murphy ---------------------------------------- James E. Murphy Chief Financial Officer 21 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: April 16, 2001 UNITED REFINING COMPANY OF PENNSYLVANIA ---------------------------------- (Registrant) /s/ Myron L. Turfitt ---------------------------------------- Myron L. Turfitt President /s/ James E. Murphy ---------------------------------------- James E. Murphy Chief Financial Officer 22 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: April 16, 2001 KIANTONE PIPELINE COMPANY ---------------------------------------- (Registrant) /s/ Myron L. Turfitt ---------------------------------------- Myron L. Turfitt President /s/ James E. Murphy ---------------------------------------- James E. Murphy Chief Financial Officer 23 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: April 16, 2001 UNITED JET CENTER, INC. ---------------------------------------- (Registrant) /s/ Myron L. Turfitt ---------------------------------------- Myron L. Turfitt President /s/ James E. Murphy ---------------------------------------- James E. Murphy Chief Financial Officer 24 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: April 16, 2001 KWIK-FILL, INC. ---------------------------------------- (Registrant) /s/ Myron L. Turfitt ---------------------------------------- Myron L. Turfitt President /s/ James E. Murphy ---------------------------------------- James E. Murphy Chief Financial Officer 25 26 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: April 16, 2001 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 26 27 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: April 16, 2001 BELL OIL CORP. ---------------------------------------- (Registrant) /s/ Myron L. Turfitt ---------------------------------------- Myron L. Turfitt President /s/ James E. Murphy ---------------------------------------- James E. Murphy Chief Financial Officer 27 28 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: April 16, 2001 PPC, INC. ---------------------------------------- (Registrant) /s/ Myron L. Turfitt ---------------------------------------- Myron L. Turfitt President /s/ James E. Murphy ---------------------------------------- James E. Murphy Chief Financial Officer 28 29 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: April 16, 2001 SUPER TEST PETROLEUM, INC. ---------------------------------------- (Registrant) /s/ Myron L. Turfitt ---------------------------------------- Myron L. Turfitt President /s/ James E. Murphy ---------------------------------------- James E. Murphy Chief Financial Officer 29 30 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: April 16, 2001 KWIK-FIL, INC. ---------------------------------------- (Registrant) /s/ Myron L. Turfitt ---------------------------------------- Myron L. Turfitt President /s/ James E. Murphy ---------------------------------------- James E. Murphy Chief Financial Officer 30 31 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: April 16, 2001 VULCAN ASPHALT REFINING CORPORATION ---------------------------------------- (Registrant) /s/ Myron L. Turfitt ---------------------------------------- Myron L. Turfitt President /s/ James E. Murphy ---------------------------------------- James E. Murphy Chief Financial Officer 31 -----END PRIVACY-ENHANCED MESSAGE-----