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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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

EX-99.2
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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UNITS TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO      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.                                                                           

EX-99.2
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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):                                                    
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Signature(s)

Name(s):                                                                        
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(Please Print)

Address:                                                                        
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Telephone number:                                                               
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Taxpayer Identification or Social Security Number:                              
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Date:                                                                           
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