Form 10-K Amendment

10-K/A 1 d10ka.htm FORM 10-K AMENDMENT Form 10-K Amendment

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED AUGUST 31, 2006

¨	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

incorporation or organization)

(I.R.S. Employer

Identification No.)

See Table of Additional Subsidiary Guarantor Registrants


15 Bradley Street, Warren, PA		16365-3299
(Address of principal executive offices)		(Zip Code)

(814) 723-1500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

None

Securities registered pursuant to Section 12 (g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of December 18, 2006, 100 shares of the Registrant’s common stock, $0.10 par value per share, were outstanding. All shares of common stock of the Registrant’s are held by an affiliate. Therefore, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant is zero.

DOCUMENTS INCORPORATED BY REFERENCE: None

TABLE OF ADDITIONAL REGISTRANTS


Name	State of Other Jurisdiction of Incorporation	IRS Employer Identification Number	Commission File Number
Kiantone Pipeline Corporation	New York	25-1211902	333-35083-01

Kiantone Pipeline Company	Pennsylvania	25-1416278	333-35083-03

United Refining Company of Pennsylvania	Pennsylvania	25-0850960	333-35083-02

United Jet Center, Inc.	Delaware	52-1623169	333-35083-06

Kwik-Fill Corporation	Pennsylvania	25-1525543	333-35083-05

Independent Gas and Oil Company of Rochester, Inc.	New York	06-1217388	333-35083-11

Bell Oil Corp.	Michigan	38-1884781	333-35083-07

PPC, Inc.	Ohio	31-0821706	333-35083-08

Super Test Petroleum Inc.	Michigan	38-1901439	333-35083-09

Kwik-Fil, Inc.	New York	25-1525615	333-35083-04

Vulcan Asphalt Refining Corporation	Delaware	23-2486891	333-35083-10

Country Fair, Inc.	Pennsylvania	25-1149799	333-35083-12

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2006, initially filed with the Securities and Exchange Commission on November 29, 2006, is being filed to amend Exhibit 10.10 to include the complete document of Amendment No. 7 to Credit Agreement, dated as of November 27, 2006, by and among URC, URCP, KPC, CFI, K-FC and the Banks party thereto and PNC Bank, National Association, as Agent, a portion of which was inadvertently omitted from the initially filed Annual Report on Form 10-K.

Except to the extent modified or updated herein, the foregoing item has not been amended to reflect other events occurring after the original filing or to otherwise update disclosures.

PART IV. OTHER INFORMATION

Item 15. Exhibits, Financial Statement Schedules.


* Exhibit 10.10		Amendment No. 7 to Credit Agreement dated as of November 27, 2006 by and among URC, URCP, KPC, CFI, K-FC and the Banks party thereto and PNC Bank, National Association, as Agent.

* Exhibit 31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

* Exhibit 31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

* Exhibit 32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

SIGNATURE