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Texas Standard Oil Co – ‘S-4’ on 1/10/02 – EX-99.2

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

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/10/02  Texas Standard Oil Co             S-4                   13:494K                                   Bowne - Houston/FA

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-99.2   —   Form of Letter to Clients

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EXHIBIT 99.2 TEXAS STANDARD OIL COMPANY LETTER TO CLIENTS 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 UNITS TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.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 Our Clients: We are enclosing with this letter a prospectus dated , 2002 of Texas Standard Oil Company, a Texas corporation, and a related letter of transmittal, which together constitute Texas Standard Oil Company's offer, upon the terms and subject to the conditions set forth in such prospectus and letter of transmittal, to exchange: - one share of Texas Standard Oil Company's common stock for every 20 units of the Freeport-McMoRan Oil and Gas Royalty Trust tendered by record holders who own at least 2,000 units; and - a warrant to purchase one share of Texas Standard Oil Company's 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. If you beneficially own fewer than 2,000 units, you will receive common stock of Texas Standard Oil Company in the exchange offer if we, as your nominee, hold of record 2,000 or more units. The exchange offer is conditioned on at least 50% of the total outstanding units being tendered for exchange and not withdrawn. We are the holder of record of units held by us for your account. A tender of such units can be made only by us as the record holder and pursuant to your instructions. The letter of transmittal is furnished to you for your information only and cannot be used by you to tender units held by us for your account. We request instructions as to whether you wish to tender any or all of the units held by us for your account pursuant to the terms and conditions of the prospectus and letter of transmittal. Very truly yours, PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
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INSTRUCTION TO RECORD HOLDER AND/OR DEPOSITORY TRUST COMPANY PARTICIPANT To Record Holder and/or Depository Trust Company Participant: The undersigned hereby acknowledges receipt of the prospectus dated , 2002 of Texas Standard Oil Company, a Texas corporation and the accompanying letter of transmittal, which together constitute Texas Standard Oil Company's offer to exchange: - one share of Texas Standard Oil Company's common stock for every 20 units of the Freeport-McMoRan Oil and Gas Royalty Trust tendered by record holders who own at least 2,000 units; and - a warrant to purchase one share of Texas Standard Oil Company's 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 at a price of $.77 per share. This will instruct you, the record holder and/or Depository Trust Company participant, as to the action to be taken by you relating to the exchange offer with respect to the units held by you for the account of the undersigned. The number of units of the Freeport-McMoRan Oil and Gas Royalty Trust held by you for the account of the undersigned is (FILL IN AMOUNT): ----------------------------- units. With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX): [ ] To TENDER the following units held by you for the account of the undersigned (INSERT NUMBER OF UNITS TO BE TENDERED) (IF ANY); ----------------------------- units. [ ] NOT to TENDER any units held by you for the account of the undersigned. If the undersigned instructs you to tender the units held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned, and the undersigned by its signature below, hereby makes to you, the representations and warranties contained in the letter of transmittal. SIGN HERE Name of Beneficial owner(s): -------------------------------------------------------------------------------- Signature(s) Name(s): -------------------------------------------------------------------------------- (Please Print) Address: -------------------------------------------------------------------------------- Telephone number: -------------------------------------------------------------------------------- Taxpayer Identification or Social Security Number: ---------------------------------------------------------- Date: --------------------------------------------------------------------------------
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Filing Submission 0000950129-02-000145   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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