Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
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
TEXAS STANDARD OIL COMPANYLETTER TO CLIENTS FOR EXCHANGE OF UNITS OF BENEFICIAL INTEREST OF THE FREEPORT-MCMORAN OIL AND GAS ROYALTY TRUSTFOR SHARES OF COMMON STOCK OR WARRANTS OF TEXAS STANDARD OIL COMPANYTHE 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 UNITS TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.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units being tendered for exchange and not withdrawn.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.