Texas Standard Oil Co – ‘S-4’ on 1/10/02 – EX-99.1

On:  Thursday, 1/10/02   ·   Accession #:  950129-2-145   ·   File #:  333-76552

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Texas Standard Oil Company                           101    474K 
 2: EX-2.1      Purchase and Sale Agreement                           23     80K 
 3: EX-3.1      Articles of Incorporation                              4     12K 
 4: EX-3.2      Articles of Amendment of Articles of Incorporation     7     20K 
 5: EX-3.3      Amended and Restated Bylaws                           12     42K 
 6: EX-5.1      Opinion of Haynes and Boone, LLP                       3     13K 
 7: EX-10.1     Promissory Note to Roberson Oil Company                2     11K 
 8: EX-10.3     2002 Equity Incentive Plan                            17     85K 
 9: EX-23.2     Consent of Hein & Associates LLP                       1      7K 
10: EX-23.3     Consent of Ryder Scott Company, L.P.                   1      7K 
11: EX-99.1     Form of Letter to Record Holders                       2±     8K 
12: EX-99.2     Form of Letter to Clients                              2     11K 
13: EX-99.3     Form of Letter of Transmittal                          8     41K 

EX-99.1   —   Form of Letter to Record Holders

EX-99.1
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                                                                    EXHIBIT 99.1

TEXAS STANDARD OIL COMPANY

LETTER TO RECORD HOLDERS
FOR 
EXCHANGE OF UNITS OF BENEFICIAL INTEREST OF THE 
FREEPORT-MCMORAN OIL AND GAS ROYALTY TRUST
FOR SHARES OF COMMON STOCK OR WARRANTS OF 
TEXAS STANDARD OIL COMPANY

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON           , 2002, UNLESS EXTENDED. 

UNITS TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO      
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Record Holders of Units of the Freeport-McMoRan Oil and Gas Royalty Trust:   

     We are enclosing with this letter the material listed below relating to our
offer to exchange one share of our common stock, which has been registered under
the Securities Act of 1933, for every 20 units of the Freeport-McMoRan Oil and  
Gas Royalty Trust tendered by record holders who own at least 2,000 units. We   
are also offering to exchange a warrant to purchase one share of our common     
stock for every 20 units of the Freeport-McMoRan Oil and Gas Royalty Trust      
tendered by holders of record holding fewer than 2,000 units. The warrants have 
an exercise price of $.77, are nontransferable and will be exercisable for a    
period of 30 days after the consummation of the exchange offer. The exchange    
offer is being made upon the terms and subject to the conditions set forth in   
our prospectus dated           , 2002 and the related letter of transmittal.    

Enclosed herewith are copies of the following documents:              

1.  Prospectus dated           , 2002;                      

         2.  Letter of Transmittal (together with accompanying Substitute Form
W-9 Guidelines);                                                      

      3.  Letter which may be sent to your clients for whose account you
   hold units of the Freeport-McMoRan Oil and Gas Royalty Trust in your name
or in the name of your nominee; and                                   

   5.  Letter which may be sent from your clients to you with such
client's instruction with regard to the exchange offer.               

     We urge you to contact your clients promptly. Please note that the exchange
offer will expire on the expiration date unless extended. Please also note that 
the consideration to be received in the exchange offer by tendering unitholders 
is determined based on the number of units held of record by you, not the number
of units beneficially owned by your clients.                                    

    The exchange offer is conditioned on at least 50% of the total outstanding
units being tendered for exchange and not withdrawn.                            

    Other than fees paid to broker/dealers that we have engaged solely for the
purposes of complying with state "blue sky" laws, we will not pay any fee or    
commission to any broker or dealer or to any other persons, other than          
Securities Transfer Corporation, the exchange agent, in connection with the     
solicitation of tenders of units pursuant to the exchange offer.                

Additional copies of the enclosed material may be obtained from the   
exchange agent.                                                                 

                     Very truly yours,

                              TEXAS STANDARD OIL COMPANY