<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, 1999

  [ ]         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 January 14,
2000: 100.


<PAGE>   2


<TABLE>
<CAPTION>
                                                      TABLE OF ADDITIONAL REGISTRANTS
        --------------------------------------------------------------------------------------------------------------------------
                                                                          Primary Standard
                                                  State of Other             Industrial          IRS Employer
                                                  Jurisdiction of      Classification Number    Identification     Commission File
                        Name                       Incorporation                                    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


<TABLE>
<CAPTION>
PART I.    FINANCIAL INFORMATION                                                        PAGE(S)
<S>                 <C>                                                                 <C>
         Item 1.    Financial Statements

                    Consolidated Balance Sheets -
                    November 30, 1999 and August 31, 1999                                     4

                    Consolidated Statements of Operations -
                    Quarters Ended November 30, 1999 and 1998                                 5

                    Consolidated Statements of Cash Flows -
                    Quarters Ended November 30, 1999 and 1998                                 6

                    Notes to Consolidated Financial Statements                              7-9

         Item 2.    Management's Discussion and Analysis of
                    Financial Condition and Results of Operations                         10-13

        PART II.    OTHER INFORMATION                                                        14
</TABLE>









                                       3
<PAGE>   4


                             UNITED REFINING COMPANY
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
      ------------------------------------------------------------------------------------------------------------------
                                                                                      NOVEMBER 30,
                                                                                          1999                AUGUST 31,
                                                                                      (UNAUDITED)                1999
      ------------------------------------------------------------------------------------------------------------------
      <S>                                                                             <C>                     <C>
      ASSETS
      CURRENT:
          Cash and cash equivalents                                                     $ 10,619               $  8,925
          Accounts receivable, net                                                        32,282                 33,239
          Inventories                                                                     70,398                 70,728
          Prepaid expenses and other assets                                                8,874                 10,146
      ------------------------------------------------------------------------------------------------------------------
               TOTAL CURRENT ASSETS                                                      122,173                123,038
      ------------------------------------------------------------------------------------------------------------------

      PROPERTY, PLANT AND EQUIPMENT:
          Cost                                                                           282,005                279,895
          Less:  accumulated depreciation                                                 69,056                 66,473
      ------------------------------------------------------------------------------------------------------------------
               NET PROPERTY, PLANT AND EQUIPMENT                                         212,949                213,422
      ------------------------------------------------------------------------------------------------------------------
      DEFERRED FINANCING COSTS                                                             6,148                  6,370
      OTHER ASSETS                                                                         6,152                  6,410
      ------------------------------------------------------------------------------------------------------------------
                                                                                        $347,422               $349,240
      ------------------------------------------------------------------------------------------------------------------
      LIABILITIES AND STOCKHOLDER'S EQUITY
      CURRENT:
          Revolving credit facility                                                     $  9,000               $  5,000
          Current installments of long-term debt                                             214                    217
          Accounts payable                                                                24,689                 34,727
          Accrued liabilities                                                             17,395                 12,374
          Sales, use and fuel taxes payable                                               15,049                 16,856
          Deferred income taxes                                                              661                    661
      ------------------------------------------------------------------------------------------------------------------
               TOTAL CURRENT LIABILITIES                                                  67,008                 69,835
      LONG TERM DEBT:  LESS CURRENT INSTALLMENTS                                         201,052                200,956
      DEFERRED INCOME TAXES                                                               13,777                 13,515
      DEFERRED GAIN ON SETTLEMENT OF PENSION PLAN OBLIGATIONS                              1,936                  1,990
      DEFERRED RETIREMENT BENEFITS                                                        14,790                 14,055
      OTHER NONCURRENT LIABILITIES                                                           373                    468
      ------------------------------------------------------------------------------------------------------------------
               TOTAL LIABILITIES                                                         298,936                300,819
      ------------------------------------------------------------------------------------------------------------------
      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                                                               41,336                 41,271
      ------------------------------------------------------------------------------------------------------------------
               TOTAL STOCKHOLDER'S EQUITY                                                 48,486                 48,421
      ------------------------------------------------------------------------------------------------------------------
                                                                                        $347,422               $349,240
      ------------------------------------------------------------------------------------------------------------------
</TABLE>




                                       4
<PAGE>   5


                             UNITED REFINING COMPANY
                                AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
      ------------------------------------------------------------------------------------------------------------
                                                                                           THREE MONTHS ENDED
                                                                                              NOVEMBER 30,
                                                                                      ----------------------------
                                                                                        1999               1998
      ------------------------------------------------------------------------------------------------------------
                                                                                                        (RESTATED)
      <S>                                                                             <C>               <C>
      NET SALES                                                                       $245,084           $187,092
      COSTS OF GOODS SOLD                                                              216,995            161,883
      ------------------------------------------------------------------------------------------------------------
               GROSS PROFIT                                                             28,089             25,209
      ------------------------------------------------------------------------------------------------------------
      EXPENSES:
          Selling, general and administrative expenses                                  19,936             19,624
          Depreciation and amortization expenses                                         2,589              2,356
      ------------------------------------------------------------------------------------------------------------
               TOTAL OPERATING EXPENSES                                                 22,525             21,980
      ------------------------------------------------------------------------------------------------------------
               OPERATING INCOME                                                          5,564              3,229
      ------------------------------------------------------------------------------------------------------------
      OTHER INCOME (EXPENSE):
          Interest income                                                                   64                515
          Interest expense                                                              (5,572)            (5,435)
          Other, net                                                                        51                957
      ------------------------------------------------------------------------------------------------------------
                                                                                        (5,457)            (3,963)
      ------------------------------------------------------------------------------------------------------------
               INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)                           107               (734)
      INCOME TAX EXPENSE (BENEFIT)                                                          42               (284)
      ------------------------------------------------------------------------------------------------------------
      NET INCOME (LOSS)                                                               $     65           $   (450)
      ------------------------------------------------------------------------------------------------------------
</TABLE>





                                       5
<PAGE>   6


                             UNITED REFINING COMPANY
                                AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
       ------------------------------------------------------------------------------------------------------
                                                                                        THREE MONTHS ENDED
                                                                                            NOVEMBER 30,
                                                                                      -----------------------
                                                                                        1999          1998
       ------------------------------------------------------------------------------------------------------
                                                                                                   (RESTATED)
       <S>                                                                            <C>          <C>
       CASH FLOWS FROM OPERATING ACTIVITIES:
                   Net income (loss)                                                  $     65      $   (450)
                   Adjustments to reconcile net income (loss) to net cash
                           used in operating activities:
                        Depreciation and amortization                                    3,350         3,098
                        Post-retirement benefits                                           735          (217)
                        Change in deferred income taxes                                    262           210
                        Gain on asset dispositions                                         (70)       (1,078)
                        Cash used in working capital items                              (4,265)       (8,964)
                        Other, net                                                        (430)          (69)
       ------------------------------------------------------------------------------------------------------
                              TOTAL ADJUSTMENTS                                           (418)       (7,020)
       ------------------------------------------------------------------------------------------------------
                              NET CASH USED IN OPERATING ACTIVITIES                       (353)       (7,470)
       ------------------------------------------------------------------------------------------------------
             CASH FLOWS FROM INVESTING ACTIVITIES:
                   Additions to property, plant and equipment                           (2,148)       (7,039)
                   Proceeds from asset dispositions                                        102         1,998
                   Decrease in restricted cash, cash equivalents
                        and investments                                                     --         3,980
       ------------------------------------------------------------------------------------------------------
                              NET CASH USED IN INVESTING ACTIVITIES                     (2,046)       (1,061)
       ------------------------------------------------------------------------------------------------------
             CASH FLOWS FROM FINANCING ACTIVITIES:
                   Net borrowings on revolving credit facility                           4,000            --
                   Proceeds from issuance of long term debt                                152            --
                   Principal reductions of long term debt                                  (59)         (116)
       ------------------------------------------------------------------------------------------------------
                              NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES        4,093          (116)
       ------------------------------------------------------------------------------------------------------
             NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        1,694        (8,647)
             CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              8,925        26,400
       ------------------------------------------------------------------------------------------------------
             CASH AND CASH EQUIVALENTS, END OF PERIOD                                 $ 10,619      $ 17,753
       ------------------------------------------------------------------------------------------------------
             CASH PROVIDED BY (USED IN) WORKING CAPITAL ITEMS:
                   Accounts receivable, net                                           $    957      $  3,014
                   Inventories                                                             330         6,663
                   Prepaid expenses and other assets                                     1,272          (107)
                   Accounts payable                                                    (10,038)      (11,030)
                   Accrued liabilities                                                   5,021         5,473
                   Sales, use and fuel taxes payable                                    (1,807)      (12,977)
       ------------------------------------------------------------------------------------------------------
                        TOTAL CHANGE                                                  $ (4,265)     $ (8,964)
       ------------------------------------------------------------------------------------------------------
</TABLE>




                                       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, 1999 are not necessarily
                                    indicative of the results that may be
                                    expected for the year ending August 31,
                                    2000. 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, 1999.

2.  DERIVATIVE INSTRUMENTS AND      In June 1998, the Financial Accounting
    HEDGING ACTIVITIES              Standards Board ("FASB") issued 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.

                                    Statement 133 is effective for all fiscal
                                    quarters of fiscal years beginning after
                                    June 15, 2000. Management believes that the
                                    adoption of Statement 133 will not have a
                                    material effect on the Company's financial
                                    position or results of operations.

3.  RESTATEMENT                     Effective September 1, 1998, the Company
                                    changed its method of accounting for major
                                    maintenance turnarounds. Accordingly, the
                                    Company has restated its financial
                                    statements for the three months ended
                                    November 30, 1998 to reflect this change as
                                    follows (in thousands):


<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED
                                                   NOVEMBER 30, 1998
                                            -------------------------------
                                            AS REPORTED         AS RESTATED
---------------------------------------------------------------------------
<S>                                         <C>                 <C>
Loss before income tax benefit                 $(893)              $(734)
Net loss                                       $(546)              $(450)
---------------------------------------------------------------------------
</TABLE>


                                       7
<PAGE>   8


                             UNITED REFINING COMPANY
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

--------------------------------------------------------------------------------

4.  SUBSIDIARY GUARANTORS           Summarized financial information for the
                                    Company's wholly owned subsidiary guarantors
                                    is as follows (in thousands):


<TABLE>
<CAPTION>
                                        NOVEMBER 30, 1999
                                           (UNAUDITED)              AUGUST 31, 1999
-----------------------------------------------------------------------------------
<S>                                     <C>                         <C>
Current assets                               $ 48,019                   $ 45,027
Noncurrent assets                              88,492                     88,431
Current liabilities                           129,771                    125,789
Noncurrent liabilities                         10,042                     10,312
-----------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED
                                                          NOVEMBER 30,
                                                          (UNAUDITED)
                                              ----------------------------------
                                                1999                     1998
--------------------------------------------------------------------------------
<S>                                           <C>                      <C>
Net sales                                     $134,959                 $105,170
Gross profit                                    18,775                   16,601
Operating income(loss)                             684                   (1,189)
Net loss                                          (659)                    (872)
--------------------------------------------------------------------------------
</TABLE>


5.  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 table.






                                       8
<PAGE>   9


                             UNITED REFINING COMPANY
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED
                                                 NOVEMBER 30,
                                                 (UNAUDITED)
                                      ----------------------------------
                                        1999                     1998
------------------------------------------------------------------------
                                                (IN THOUSANDS)
<S>                                   <C>                      <C>
Net Sales
     Retail                           $133,770                 $103,919
     Wholesale                         111,314                   83,173
                                      ----------------------------------
                                      $245,084                 $187,092
                                      ----------------------------------
Intersegment Sales
     Wholesale                        $ 55,578                 $ 33,334
                                      ----------------------------------

Operating Income (Loss)
     Retail                           $     99                 $ (1,502)
     Wholesale                           5,465                    4,731
                                      ----------------------------------
                                      $  5,564                 $  3,229
                                      ----------------------------------

Depreciation and Amortization
     Retail                           $    723                 $    660
     Wholesale                           1,866                    1,696
                                      ----------------------------------
                                      $  2,589                 $  2,356
                                      ----------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                 NOVEMBER 30, 1999
                                    (UNAUDITED)             AUGUST 31, 1999
---------------------------------------------------------------------------
                                               (IN THOUSANDS)
<S>                              <C>                        <C>
Total Assets
     Retail                           $117,595                 $113,599
     Wholesale                         229,827                  235,641
                                      -------------------------------------
                                      $347,422                 $349,240
                                      -------------------------------------

Capital Expenditures                  $    782                 $ 18,698
     Retail                              1,366                    7,526
                                      -------------------------------------
     Wholesale                        $  2,148                 $ 26,224
                                      -------------------------------------
</TABLE>



                                       9

<PAGE>   10
                             UNITED REFINING COMPANY
                                AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                   (UNAUDITED)

--------------------------------------------------------------------------------

Recent Developments

         The Company's results for fiscal 1999 were negatively impacted by
reduced discounts for heavy, high sulfur grades of crude oil and by the
resulting reduction in the Company's crude cost advantage versus refiners
processing light, low sulfur crude oils. In the fiscal quarter ended November
30, 1999, reduced crude price discounts continued to negatively impact the
Company's results, but the discounts, while smaller than the year earlier
quarter, were improved significantly from average fiscal 1999 levels. With
continued increases in world crude oil prices for December 1999 and January
2000, preliminary information indicates further improvement in crude oil price
discounts, and the Company anticipates its crude cost advantage will be greater
than for those same months one year earlier.

Results of Operations

         Comparison of Fiscal Quarters ended November 30, 1999 and November 30,
1998

         Net Sales. Net sales increased $58.0 million or 31.0% from $187.1
million for the fiscal quarter ended November 30, 1998 to $245.1 million for the
fiscal quarter ended November 30, 1999. Retail sales increased $29.9 million, or
28.7% from $103.9 million to $133.8 million, while wholesale sales increased
$28.1 million or 33.8% from $83.2 million to $111.3 million. The retail sales
increase was due to a 4.8% increase in retail petroleum volume, a 23.6% increase
in retail petroleum prices, and a 25.7% increase in retail merchandise sales.
The wholesale sales increase was due to a 33.8% increase in wholesale prices
which more than offset a 6.1% decrease in wholesale volume. The higher retail
and wholesale prices were primarily the result of a 58.4% increase in world
crude oil prices as indicated by prices of NYMEX crude oil contracts for the
fiscal quarter ended November 30, 1999 compared to contracts for the year
earlier quarter. The higher retail sales volumes were primarily the result of
the performance of retail locations upgraded under the Company's Capital
Improvement Plan, the retail portion of which was completed in the final quarter
of fiscal 1999. The lower wholesale volume was primarily the result of lower
refinery crude oil processing, which was reduced in November 1999 due to the
planned maintenance shutdown of certain refinery processing units.

         Costs of Goods Sold. Costs of goods sold increased $55.1 million or
34.0% from $161.9 million for the fiscal quarter ended November 30, 1998 to
$217.0 million for the fiscal quarter ended November 30, 1999. Retail costs of
goods sold increased $27.9 million or 31.8% from $87.8 million to $115.7
million, while wholesale costs of goods sold increased $27.2 million or 36.7%
from $74.1 million to $101.3 million. The increase in consolidated costs of
goods sold was primarily the result of the increase in world crude oil prices,
partially offset by lower refinery crude oil processing and by the beneficial
impact on costs of goods sold of increases in the value of the Company's working
inventories. The value of the working inventories increased approximately $4.7
million in the fiscal quarter ended November 30, 1999, which reduced costs of
goods sold. In the fiscal quarter ended November 30, 1998, the value of working
inventories decreased $1.4 million, which increased costs of goods sold.

         Gross Profit. Gross profit increased $2.9 million from $25.2 for the
fiscal quarter ended November 30, 1998 to $28.1 million for the fiscal quarter
ended November 30, 1999. Gross profit as a percentage of sales, however,
declined from 13.5% for the fiscal quarter ended November 30, 1998 to

                                       10
<PAGE>   11

                             UNITED REFINING COMPANY
                                AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                   (UNAUDITED)

--------------------------------------------------------------------------------

11.5% for the fiscal quarter ended November 30, 1999 due primarily to asphalt
and retail petroleum selling prices which did not keep pace with increases in
crude costs.

         Operating Expenses. Operating expenses increased $0.5 million or 2.5%
from $22.0 million for the fiscal quarter ended November 30, 1998 to $22.5
million for the fiscal quarter ended November 30, 1999. This increase was
primarily due to increased depreciation on new capital equipment installed under
the Company's Capital Improvement Plan, and to increased retail expenses for
sales promotions and for credit card processing, partially offset by lower
retail maintenance and environmental expenses. Increased retail promotions
expenses were primarily in connection with a "frequent fueler" program which has
been effective in increasing retail gasoline volume. Increased credit card
processing expenses were primarily due to increased customer use of credit cards
at stations offering recently installed "Pay at the Pump" service. Reduced
retail environmental expenses were primarily due to the completion in December
1998 of the Federally mandated program of replacing or upgrading underground
storage tanks.

         Operating Income. As a result of the above, operating income increased
$2.4 million from $3.2 million for the fiscal quarter ended November 30, 1998 to
$5.6 million for the fiscal quarter ended November 30, 1999.

         Interest Expense. Net interest expense (interest expense less interest
income) increased $0.6 million from $4.9 million for the fiscal quarter ended
November 30, 1998 to $5.5 million for the fiscal quarter ended November 30,
1999. The increased net interest expense was primarily due to a decrease in
interest income earned, as a result of lower balances of restricted cash and
investments.

         Income Taxes. The Company's effective tax rate for the fiscal quarter
ended November 30, 1999 was approximately 39.3% compared to a rate of 38.7% for
the fiscal quarter ended November 30, 1998.


Liquidity and Capital Resources

         Working capital (current assets minus current liabilities) at November
30, 1999 was $55.2 million and at August 31, 1999 was $53.2 million. The
Company's current ratio (current assets divided by current liabilities) was
1.8:1 at November 30, 1999 and August 31, 1998 respectively.

         Net cash used in operating activities totaled $.4 million and $7.5
million for the three months ended November 30, 1999 and 1998 respectively.

         Net cash used in investing activities for purchases of property, plant
and equipment totaled $2.1 million and $7.0 million for the three months ended
November 30, 1999 and 1998 respectively.

         The Company reviews its capital expenditures on an ongoing basis. The
Company currently has budgeted approximately $5.0 million for capital
expenditures in fiscal 2000. 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
2000.

                                       11
<PAGE>   12
                             UNITED REFINING COMPANY
                                AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                   (UNAUDITED)

--------------------------------------------------------------------------------

         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.

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.

                                       12
<PAGE>   13
                             UNITED REFINING COMPANY
                                AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                   (UNAUDITED)

--------------------------------------------------------------------------------

     Year 2000 risks exist in both information technology ("IT") systems which
employ computer hardware and software and in non-information technology systems
such as embedded computer chips or microcontrollers that control the operation
of the equipment in which they are installed. Potential computer failures due to
the Year 2000 problem could adversely affect the Company either in its
operations and record keeping or from suppliers and/or customers of the Company
that experience Year 2000 computer problems.

     The Company is examining all areas of our business to ensure Year 2000
readiness, including computer hardware and software application testing. 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 or record keeping.

     The Company has completed an inventory of its non-IT systems for Year 2000
compliance relative to embedded equipment used in the Company's operations. The
Company believes that these systems have been identified and those at risk for
failure due to Year 2000 problems have been corrected through replacement or
remediation with Year 2000 compliant third party software and/or devices.
Because of the nature of the non-IT systems, there can be no assurance that the
Company has correctly identified all non-IT systems that are subject to failure
due to the Year 2000 problem. Any failure of non-IT systems resulting from the
Year 2000 problem could adversely affect the Company's operations and record
keeping. 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.

     The Company has a contingency plan to respond to the possible effects of
the Year 2000 problem on third parties that are important to the Company's
operations. The Company has communicated with its critical suppliers, vendors,
customers, utilities, financial institutions and telecommunication providers
with whom it does significant business to identify any Year 2000 issues. The
Company will continue to communicate with and review the progress of these third
party enterprises in resolving their Year 2000 issues. The ability to accurately
assess the Company's third parties' readiness is dependent in large part upon
the reliability and completeness of their representations.

      The Company feels the most significant risk to its results of operations
and financial condition is that third party supplier(s) of essential inputs
(such as power to operate the refinery) would be unable to perform their normal
services for an extended period of time because of difficulties created by the
Year 2000 problem. This type scenario could cause the Company to suspend the
affected operations until the supplier solves the problem or in some cases until
an alternative supply could be arranged. The Company, in the event that a
particular supplier appears to be vulnerable, will seek to obtain alternative
supplies to the extent they are available. However, in the case of some inputs,
alternative supplies may not realistically be available even if the supply
problem is identified months in advance. In other cases, an unexpected third
party failure could occur despite extensive prior communication and assurances
from key suppliers. To the extent possible, the Company has either tested or
received certifications with respect to all significant IT and non-IT systems.
While the Company believes that it has made adequate arrangements to deal with
these contingencies, it continues to update such plans as additional information
becomes available.

                                       13
<PAGE>   14

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.

                                       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, 2000






                                    UNITED REFINING COMPANY
                                    --------------------------------------------
                                    (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, 2000






                                    KIANTONE PIPELINE CORPORATION
                                    --------------------------------------------
                                    (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, 2000






                                    UNITED REFINING COMPANY OF PENNSYLVANIA
                                    --------------------------------------------
                                    (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, 2000






                                    KIANTONE PIPELINE COMPANY
                                    --------------------------------------------
                                    (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, 2000






                                    UNITED JET CENTER, 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, 2000







                                    KWIK-FILL, 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, 2000






                                    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

                                       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, 2000






                                    BELL OIL CORP.
                                    --------------------------------------------
                                    (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, 2000






                                    PPC, 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, 2000






                                    SUPER TEST PETROLEUM, 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, 2000






                                    KWIK-FIL, INC.
                                    --------------------------------------------
                                    (Registrant)



                                    /s/ Myron L. Turfitt
                                    --------------------------------------------
                                    Myron L. Turfitt
                                    President



                                    /s/ James E. Murphy
                                    --------------------------------------------
                                    James E. Murphy
                                    Chief Financial Officer

                                       25

<PAGE>   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:  January 14, 2000






                                    VULCAN ASPHALT REFINING CORPORATION
                                    --------------------------------------------
                                    (Registrant)



                                    /s/ Myron L. Turfitt
                                    --------------------------------------------
                                    Myron L. Turfitt
                                    President



                                    /s/ James E. Murphy
                                    --------------------------------------------
                                    James E. Murphy
                                    Chief Financial Officer

                                       26