NOTICE OF RECONVENING OF ANNUAL MEETING
OF STOCKHOLDERS - JUNE 27, 1995
To the Stockholders:
Notice is hereby given that the Annual Meeting of
Stockholders of MasTec, Inc., a Delaware corporation (the
"Company" or MasTec"), which was convened and adjourned on
Tuesday, May 16, 1995, will reconvene on Tuesday, June 27,
1995, at 9:30 A.M., local time, at the Biltmore Hotel, 1200
Anastasia Avenue, Coral Gables, Florida, for the following
purposes:
To elect two directors for terms ending in 1998;
and
To transact such other business as may properly
be brought before the meeting and all
adjournments thereof.
Only stockholders of record at the close of business
on March 20, 1995, the record date and time fixed by the
Board of Directors (the "Record Date"), are entitled to
notice of and to vote at the meeting or any adjournments
thereof. Stockholders, including those whose shares are
held by a brokerage firm or in "street" name, will be asked
to verify their stockholder status as of the Record Date
upon entrance to the meeting. Accordingly, stockholders
(or their legal representatives) attending the meeting
should bring some form of identification to the meeting,
such as a stock certificate, proxy or power of attorney,
evidencing such stockholder status as of the Record Date
and, if applicable, the legal representative's right to
represent the stockholder at the meeting.
A duplicate proxy card is enclosed. If you have not
already voted or you have previously submitted a proxy card
and wish to change your vote, please mark, sign, date and
return the enclosed proxy card. If you have already
submitted a proxy card and do not wish to change your vote,
you need not complete the duplicate card, and your shares
will be voted as directed in the proxy card you have
already submitted. In any event, you may attend the
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meeting and vote your shares even if you have previously
returned a proxy card.
By order of the Board of Directors,
Nancy J. Damon
Corporate Secretary
Miami, Florida
May __, 1995
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SUPPLEMENT TO PROXY STATEMENT FOR ANNUAL MEETING
OF STOCKHOLDERS DATED APRIL 21, 1995
On May 16, 1995, MasTec, Inc. (the "Company") convened
its Annual Meeting of Stockholders (the "Annual Meeting")
as scheduled. The stockholders of the Company voted to
adjourn the meeting to Tuesday, June 27, 1995, at 9:30
A.M., local time, at the Biltmore Hotel, 1200 Anastasia
Avenue, Coral Gables, Florida, to permit the Company to
send to stockholders this supplement to the Company's Proxy
Statement dated April 21, 1995 (the "Proxy Statement").
On May 8, 1995, the Company dismissed Price Waterhouse
LLP as the Company's independent auditor. The Audit
Committee of the Board of Directors of the Company
unanimously recommended such action and the Board of
Directors unanimously approved the Audit Committee's
recommendation. As a result of the foregoing,
representatives of Price Waterhouse LLP will not be present
at the Annual Meeting when it reconvenes on June 27, 1995.
Upon the dismissal of Price Waterhouse LLP, the Audit
Committee met to consider a replacement for Price
Waterhouse LLP and unanimously recommended to the Board of
Directors that a selection process to select a new
independent auditor be undertaken. The Board of Directors
has considered and has unanimously approved this
recommendation. The Company is currently interviewing
potential independent auditors and expects to select one in
the near future.
None of the reports of Price Waterhouse LLP on the
financial statements of the Company filed for the fiscal
years ended December 31, 1993 and December 31, 1994
contained an adverse opinion or a disclaimer of opinion, or
were qualified or modified as to uncertainty, audit scope
or accounting principles. During such fiscal years, and
the subsequent interim period, there was no disagreement
between the Company and Price Waterhouse LLP on any matter
of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Price
Waterhouse LLP, would have caused Price Waterhouse LLP to
make reference to the subject matter of the disagreement in
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connection with its reports, and no reportable event as
defined in Item 304(a)(I)(v) of Regulation S-K occurred.
By order of the Board of Directors,
Nancy J. Damon
Corporate Secretary
Miami, Florida
May __, 1995
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