<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