AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1996
REGISTRATION NO. 333-11013
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MASTEC, INC.
(Exact name of Registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
DELAWARE 1623 59-1259279
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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3155 N.W. 77TH AVENUE
MIAMI, FLORIDA 33122-1205
(305) 599-1800
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
JOSE M. SARIEGO, ESQ.
SENIOR VICE PRESIDENT - GENERAL COUNSEL
MASTEC, INC.
3155 N.W. 77TH AVENUE
MIAMI, FLORIDA 33122-1205
(305) 599-2314
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT IN LIGHT OF THE
COMPANY'S NEEDS AND GENERAL MARKET CONDITIONS.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PER SHARE(2) OFFERING PRICE(2) REGISTRATION
TO BE REGISTERED REGISTERED(1) FEE(3)
- -------------------------------------------------------------------------------------------------------------------
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Common Stock ($.10 par value) 1,000,000 shares $29.125 $29,125,000 $26,115
- -------------------------------------------------------------------------------------------------------------------
<FN>
- ----------
(1) Reduced from 2,600,000 originally registered.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the high and low
prices of the Common Stock, $.10 par value, of the Registrant on the Nasdaq
National Market on August 26, 1996.
(3) Previously paid on August 28, 1996 on the basis of 2,600,000 shares
originally registered.
</FN>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION,
DATED DECEMBER 12, 1996
1,000,000 SHARES
MASTEC, INC.
COMMON STOCK
MasTec, Inc. (the "Company") may from time to time offer for sale its Common
Stock, $.10 par value ("Common Stock"), in amounts, at prices and on other terms
to be determined at the time of sale and to be set forth in one or more
supplements to this Prospectus (each, a "Prospectus Supplement"). The Common
Stock is to be offered directly by the Company for the purpose of funding its
growth strategy, including making acquisitions, funding working capital, capital
expenditures and other general corporate purposes. The Company also may use the
net proceeds of any offering of Common Stock to reduce certain indebtedness,
subject to reborrowing. The specific terms under which the Common Stock is being
offered in connection with delivery of this Prospectus will be set forth in a
future Prospectus Supplement and will include the specific number of shares of
Common Stock to be issued and the issuance price per share.
The Common Stock may be offered directly, through agents designated from
time to time by the Company, to or through underwriters or dealers, or through a
combination of these methods. If any agents, underwriters or dealers are
involved in the sale of the Common Stock, their names, and any applicable fee,
commission or discount arrangement with them, as well as the estimated net
proceeds to the Company from such sale, will be set forth in or will be
calculable from the information set forth in a Prospectus Supplement. See "Plan
of Distribution" for a description of possible indemnification arrangements for
any such agents, underwriters or dealers.
This Prospectus may not be used to consummate sales of Common Stock unless
accompanied by a Prospectus Supplement.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISKS ASSOCIATED WITH AN
INVESTMENT IN THE COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December __, 1996.
<PAGE>
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY ENGAGE IN PASSIVE
MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN
ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED. SEE "PLAN OF DISTRIBUTION."
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following regional offices of the Commission: Seven World Trade Center, Suite
1300, New York, New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates by writing to the Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock is
listed on the Nasdaq National Market under the symbol "MASX." Reports, proxy and
information statements and other information concerning the Company can also be
inspected at the Nasdaq National Market at 1735 17th Street, N.W., Washington,
D.C. 20006.
This Prospectus constitutes part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") and does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement and to the exhibits and schedules thereto. Statements
made in this Prospectus as to the contents of any contract, agreement or other
document referred to are not necessarily complete. With respect to each such
contract, agreement or other document filed as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete description of
the matter involved, and such statement is qualified in its entirety by such
reference.
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INFORMATION INCORPORATED BY REFERENCE
The following documents, previously filed by the Company with the Commission
pursuant to the Exchange Act, are incorporated herein by reference:
The Company's Annual Report on Form 10-K for the year ended December 31,
1995;
The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, 1996 and September 30, 1996;
The Company's Current Reports on Form 8-K filed April 1, May 15, and July
15, 1996; and
The Company's Proxy Statement for its 1996 Annual Meeting of Stockholders
filed April 29, 1996.
Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, subsequent to the date of this Prospectus but prior
to the termination of the offering to which this Prospectus relates, shall be
deemed to be incorporated by reference into this Prospectus and made a part of
this Prospectus from the date any such document is filed. Any statements
contained in a document incorporated or deemed to be incorporated by reference
in this Prospectus shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained in this Prospectus (or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein) specifically modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus except as so modified or superseded.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON WRITTEN OR ORAL REQUEST
OF SUCH PERSON TO MASTEC, INC., 3155 N.W. 77TH AVENUE, SUITE 135, MIAMI, FLORIDA
33122-1205, TELEPHONE (305) 599-1800, ATTENTION: NANCY J. DAMON, CORPORATE
SECRETARY, A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS) THAT HAVE BEEN INCORPORATED BY REFERENCE IN THIS
PROSPECTUS.
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RISK FACTORS
AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO
THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN, THE
FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY AND
ITS BUSINESS PROSPECTS BEFORE PURCHASING ANY SHARES.
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A "SAFE
HARBOR" FOR FORWARD-LOOKING STATEMENTS. CERTAIN STATEMENTS INCLUDED IN THIS
PROSPECTUS ARE FORWARD-LOOKING, SUCH AS STATEMENTS REGARDING THE COMPANY'S
GROWTH STRATEGY. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON THE COMPANY'S
CURRENT EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS IN THE FUTURE TO DIFFER SIGNIFICANTLY FROM RESULTS
EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS MADE BY, OR ON BEHALF OF,
THE COMPANY. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO,
UNCERTAINTIES RELATING TO THE COMPANY'S RELATIONSHIPS WITH KEY CUSTOMERS AND
IMPLEMENTATION OF THE COMPANY'S GROWTH STRATEGY. THESE AND OTHER RISKS ARE
DETAILED BELOW AS WELL AS IN OTHER DOCUMENTS FILED BY THE COMPANY WITH THE
COMMISSION.
DEPENDENCE ON KEY CUSTOMERS
For the year ended December 31, 1995, Sintel and the Company derived a
substantial portion of their revenue from the provision of telecommunications
infrastructure services to certain key customers. Approximately 88% of Sintel's
revenue was derived from services performed for Telefonica and its affiliates,
and approximately 42% of the Company's revenue from continuing operations was
derived from services performed for BellSouth. On a pro forma basis, after
giving effect to the Sintel Acquisition, 52% of the Company's revenue from
continuing operations for the year ended December 31, 1995 would have been
derived from services performed for Telefonica, and 17% of its revenue would
have been derived from services performed for BellSouth. Although the Company's
strategic plan envisions diversification of its customer base, the Company
anticipates that it will continue to be dependent on Telefonica and its
affiliates and BellSouth for a significant portion of its revenue. There are a
number of factors that could adversely affect Telefonica or BellSouth and their
ability or willingness to fund capital expenditures in the future, which in turn
could negatively affect the Company, including the potential adverse nature of,
or the uncertainty caused by, changes in governmental regulation, technological
changes, increased competition, adverse financing conditions for the industry
and economic conditions generally.
RISKS INHERENT IN GROWTH STRATEGY
The Company has grown rapidly through the acquisition of other companies,
including Sintel. The Company anticipates that it will make additional
acquisitions and is actively seeking and evaluating new acquisition candidates.
There can be no assurance, however, that the Company will be able to continue to
identify and acquire appropriate businesses or obtain financing for such
acquisitions on satisfactory terms. The Company's growth strategy presents the
risks inherent in assessing the value, strengths and weaknesses of growth
opportunities, in evaluating the costs and uncertain returns of expanding the
operations of the Company, and in integrating existing operations with new
acquisitions. The Company's growth strategy also assumes there will continue to
be significant increases in demand for telecommunications infrastructure
services. There can be no assurance, however, that such demand will materialize.
The Company's anticipated growth may place significant demands on the
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Company's management and its operational, financial and marketing resources. The
Company's operating results could be adversely affected if it is unable to
successfully integrate new companies into its operations. Future acquisitions by
the Company could result in potentially dilutive issuances of securities, the
incurrence of additional debt and contingent liabilities, and amortization
expenses related to goodwill and other intangible assets, which could materially
adversely affect the Company's profitability.
CERTAIN RISKS ASSOCIATED WITH SINTEL
HISTORICAL NET LOSSES
During 1993, 1994 and 1995, Sintel experienced net losses of $22.5 million,
$5.6 million, and $15.6 million, respectively (based on the average exchange
rate for each period). In 1991, 1992 and 1993 Telefonica significantly reduced
its capital expenditure for telecommunications infrastructure construction
services. During these years, Sintel was unable to adjust its cost structure to
keep pace with the resultant decline in revenue, primarily due to the high cost
of service and restrictive Spanish labor laws. However, Sintel was able to
negotiate reductions in its workforce in 1993, 1994 and 1995 at a cost of $24
million, $4.3 million and $30.1 million, respectively. The Company intends to
continue to reduce Sintel's cost structure to maintain and improve
profitability. There can be no assurance that the Company's efforts will be
successful or that other factors such as greater than anticipated reductions in
demand or prices for Sintel's services or greater than anticipated labor costs
will not have a material adverse effect on Sintel's financial condition or
business prospects.
LABOR RELATIONS
Substantially all of Sintel's work force in Spain is unionized. A new labor
agreement with Sintel's employee representatives has been executed with a term
expiring in March 1997. There can be no assurance that future labor agreements
with Sintel's employee representatives can be negotiated successfully or on
favorable terms. Sintel has suffered strikes and work stoppages in the past,
none of which has had a material adverse effect on Sintel. Future strikes or
work stoppages, or the failure to negotiate a labor agreement on competitive
terms, could have a material adverse effect on Sintel.
NON-MAJORITY CONTROL OF LATIN AMERICAN AFFILIATES
Sintel owns 50% or less of the affiliates through which it does business in
Argentina, Chile and Peru. As a result, the Company may not be able to cause
these companies to pay dividends and other distributions and its lack of
majority control may inhibit the Company's ability to implement strategies that
it favors.
RISKS OF INVESTMENT IN FOREIGN OPERATIONS
The Company's current and future operations and investments in certain
foreign countries are generally subject to the risks of political, economic or
social instability, including the possibility of expropriation, currency
devaluation, hyper-inflation, confiscatory taxation or other adverse regulatory
or legislative developments, or limitations on the repatriation of investment
income, capital and other assets. The Company cannot predict whether any of such
factors will occur in the future or the extent to which such factors would have
a material adverse effect on the Company's international operations.
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CURRENCY EXCHANGE RISKS
The Company conducts business in several foreign currencies that are subject
to fluctuations in the exchange rate relative to the U.S. dollar. The Company
attempts to balance its foreign currency denominated assets and liabilities as a
means of hedging its balance sheet currency risk, but there can be no assurance
that this balance can be maintained. In addition, the Company's results of
operations from foreign activities are translated into U.S. dollars at the
average prevailing rates of exchange during the period reported, which average
rates may differ from the actual rates of exchange in effect at the time of
actual conversion into U.S. dollars.
DEPENDENCE ON SENIOR MANAGEMENT
The Company's businesses are managed by a small number of key executive
officers, including Jorge Mas, the Company's President and Chief Executive
Officer, and Jorge L. Mas, the Company's Chairman. The loss of services of
certain of these executives could have a material adverse effect on the
business, financial condition and results of operations of the Company. The
Company's success may also be dependent on its ability to hire and retain
additional qualified management personnel. There can be no assurance that the
Company will be able to hire and retain such personnel.
COMPETITION
The Company competes with other independent contractors in most of the
markets in which it operates. While the Company believes that it has greater
expertise, experience and resources than its competitors in many of the markets
in which it operates, there are relatively few barriers to entry into such
markets and, as a result, any business that has access to adequate financing and
persons who possess technical expertise may become a competitor of the Company.
Because of the highly competitive bidding environment in the United States for
the services provided by the Company, the price of a contractor's bid has often
been the deciding factor in determining whether such contractor was awarded a
master contract or a contract for a particular project. There can be no
assurance that the Company's competitors will not develop the expertise,
experience and resources to provide services that achieve greater market
acceptance or that are superior in both price and quality to the Company's
services, or that the Company will be able to maintain and enhance its
competitive position.
The Company also faces competition from the in-house service organizations
of RBOCs, which employ personnel who perform some of the same types of services
as those provided by the Company. Although a significant portion of these
services is currently outsourced, there can be no assurance that existing or
prospective customers of the Company will continue to outsource
telecommunications infrastructure services in the future.
TECHNOLOGICAL CHANGES
The telecommunications industry is subject to rapid changes in technology.
Wireline systems used for the transmission of video, voice and data face
potential displacement by various technologies, including wireless technologies
such as direct broadcast satellite television and cellular telephony. An
increase in the use of such technologies could, over the long term, have an
adverse effect on the Company's wireline operations.
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CONTROLLING STOCKHOLDERS
After giving effect to the sale of the Common Stock offered hereby, Jorge
Mas, the Company's President and Chief Executive Officer, and his father, Jorge
L. Mas, the Company's Chairman, together with other family members, will
continue to beneficially own more than 50% of the outstanding shares of Common
Stock of the Company. Accordingly, they will have the effective power to control
the election of the Company's directors and to effect certain fundamental
corporate transactions.
SHARES ELIGIBLE FOR FUTURE SALE
Future sales of shares by existing stockholders under Rule 144 of the
Securities Act or the issuance of shares of Common Stock upon the exercise of
options could materially adversely affect the market price of shares of Common
Stock and could materially impair the Company's future ability to raise capital
through an offering of equity securities. The Company has registered 800,000
shares of Common Stock for issuance upon exercise of options granted to its
employees under the Company's 1994 Stock Incentive Plan and an additional
400,000 shares of Common Stock for issuance upon the exercise of options granted
to its non-employee directors under the Company's 1994 Stock Option Plan for
Non-Employee Directors. Options to purchase approximately 132,000 shares are
currently exercisable. The Company has also filed a shelf registration statement
on Form S-4 covering 500,000 shares of Common Stock to be used solely for future
acquisitions. No prediction can be made as to the effect, if any, that market
sales of such shares or the availability of such shares for future sales will
have on the market price of shares of Common Stock prevailing from time to time.
ANTI-TAKEOVER PROVISIONS
The Company's certificate of incorporation and bylaws and certain provisions
of the Delaware General Corporation Law (the "DGCL") may make it difficult in
some respects to effect a change in control of the Company and replace incumbent
management. The existence of these provisions may have a negative impact on the
price of the Common Stock, may discourage third party bidders from making a bid
for the Company, or may reduce any premiums paid to stockholders for their
Common Stock. In addition, the Board of Directors of the Company has the
authority to fix the rights and preferences of, and to issue shares of, the
Company's preferred stock, and to take other actions that may have the effect of
delaying or preventing a change of control of the Company without the action of
its stockholders.
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THE COMPANY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, INCORPORATED
BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT.
MasTec, Inc. (together with its subsidiaries and affiliates, "MasTec" or the
"Company") is one of the world's largest contractors specializing in the
build-out of telecommunications infrastructure. The Company's principal business
consists of the design, installation, and maintenance of the outside physical
plant for telephone and cable television communications systems ("outside plant
services"), including the installation of aerial, underground and buried copper,
coaxial and fiber optic cable networks and the construction of wireless antenna
networks for telecommunication service companies such as local exchange
carriers, long-distance carriers, competitive access providers, cable television
operators and cellular phone companies. The Company also installs central office
switching equipment ("switching"), and provides design, installation and
maintenance of integrated voice, data and video local area networks and wide
area networks inside buildings ("inside wiring"). The Company believes it is the
largest independent contractor providing telecommunications infrastructure
construction services in the United States and Spain and one of the largest in
Argentina, Chile and Peru.
The Company is able to provide a full range of infrastructure services to
its telecommunications company customers. Domestically, the Company provides
outside plant services to local exchange carriers such as BellSouth
Telecommunications, Inc. ("BellSouth"), U.S. West Communications, Inc., SBC
Communications, Inc., United Telephone of Florida, Inc. (a subsidiary of Sprint
Corporation) and GTE Corp. MasTec currently has 20 exclusive, multi-year service
contracts ("master contracts") with regional bell operating companies ("RBOCs")
and other local exchange carriers to provide all of their outside plant
requirements up to a specific dollar amount per job and within certain
geographic areas. Internationally, the Company provides outside plant services,
turn-key switching system installation and inside wiring services to Telefonica
de Espana, S.A. ("Telefonica") under multi-year contracts similar to those in
the U.S. Telefonica has committed to award Sistemas e Instalaciones de
Telecomunicacion, S.A. ("Sintel"), a recently acquired subsidiary of the
Company, a minimum of 75 billion Spanish pesetas ("Peseta") of work in Spain
over a three-year period commencing January 1, 1996 at market prices
(anticipated to be approximately $200 million per annum based on current
exchange rates).
The Company also provides outside plant services to long distance carriers
such as MCI Communications Corporation and Sprint Corporation, competitive
access providers such as MFS Communications Company, Inc., Sprint Metro and MCI
Metro (the local telephone subsidiaries of Sprint and MCI), cable television
operators such as Time Warner, Inc., Continental Cablevision, Inc. and Media
One, and wireless communications providers such as PCS Primeco and Sprint
Spectrum, L.P. Inside wiring services are being provided by the Company to large
corporate customers such as First Union National Bank, IBM, Medaphis Corp.,
Smith Barney, Inc. and Dean Witter Reynolds, Inc. and to universities and
government agencies.
The Company also provides infrastructure services to public utilities and
the traffic control and highway safety industry, and provides general
construction and project management services to state and local governments.
The telecommunications industry which the Company services is undergoing
fundamental changes in most markets throughout the world. The Telecommunications
Act of 1996 in the United
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States, agreements among participating countries in the European Community and
privatization and regulatory initiatives in South and Central America are
removing barriers to competition. In addition, growing customer demand for
enhanced voice, video and data telecommunications have increased bandwidth
requirements and highlighted network bandwidth limitations in many markets.
The Company believes that these industry trends will create increased
demand for telecommunications infrastructure services in four ways.
/bullet/ Increased customer demand for bandwidth will compel services providers
to upgrade existing networks to broadband technologies such as fiber
optic cable.
/bullet/ Competitive pressures will force existing service providers to attempt
to reduce their cost structures, leading to increased outsourcing of
outside plant services to lower cost independent contractors.
/bullet/ New service providers in previously monopolistic markets will
ultimately require their own infrastructure.
/bullet/ Deployment of more powerful multi-media computers in business will
increase the demand for inside wiring services to install
communications networks with greater bandwidth capacity.
The Company believes that it is well positioned to capitalize on these
trends and is pursuing a strategy of growth in its core business through
internal expansion and strategic acquisitions. The Company believes that the
volume of business generated under existing contracts will increase as a result
of the anticipated general increase in demand for its services. In addition, the
Company believes that its reputation for quality and reliability, operating
efficiency, financial strength, technical expertise, presence in key geographic
areas and ability to achieve economies of scale provide competitive advantages
in bidding for and winning new contracts for telecommunication infrastructure
projects.
The Company also plans to continue to make strategic acquisitions. In
April 1996, MasTec acquired Sintel, the largest telecommunications
infrastructure contractor in Spain, from Telefonica, the sole provider of public
switched telephony in Spain (the "Sintel Acquisition"). The Sintel Acquisition
has positioned the Company to take advantage of increased competition coming to
Europe and the rapid upgrading of telecommunications services expected in Latin
America. In the United States, the Company is continuing to pursue opportunities
to acquire selected operators that will enable the Company to expand its
geographic coverage and customer base without the risks and expense of start-up
operations and to acquire additional management talent for future growth. On
November 22, 1996, the Company acquired substantially all of the assets of
Harrison-Wright Company, Incorporated, a North Carolina telecommunications
contractor.
The principal executive offices of the Company are located at 3155 N.W.
77th Avenue, Miami, Florida, 33122-1205, telephone (305) 599-1800.
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USE OF PROCEEDS
Unless otherwise described in a Prospectus Supplement, the Company
intends to use the net proceeds from the sale of Common Stock to fund its growth
strategy, including making acquisitions, funding working capital needs, capital
expenditures and other general corporate purposes. The Company also may repay,
subject to reborrowing, a portion of its credit facility with Shawmut Capital
Corporation (n/k/a Fleet Capital Corporation), its revolving credit facility
with a wholly-owned finance subsidiary of Telefonica, or other indebtedness.
These facilities have been used for working capital purposes, capital
expenditures and to make acquisitions and investments. See Note 4 to the
Condensed Consolidated Financial Statements contained in the Company's Form 10-Q
for the quqrter ended September 30, 1996 and incorporated by reference into this
Prospectus for a further description of the Company's indebtedness, including
these facilities.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, $.10 par value, and 5,000,000 shares of preferred stock,
$1.00 par value (the "Preferred Stock"). At December ___, 1996, there were
approximately 16,800,000 shares of Common Stock issued and outstanding. No
shares of Preferred Stock are outstanding.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders. Holders of Common Stock do not
have cumulative rights, so that holders of more than 50% of the shares of Common
Stock are able to elect all of the Company's directors eligible for election in
a given year. For a description of the classification of the Board of Directors,
see "--Delaware Law and Certain Provisions of Certificate of Incorporation and
By-laws." The holders of Common Stock are entitled to dividends and other
distributions if and when declared by the Board of Directors out of assets
legally available therefor, subject to the rights of any holder of Preferred
Stock that may from time to time be outstanding. See "Dividend Policy." Upon the
liquidation, dissolution or winding up of the Company, the holders of shares of
Common Stock are entitled to share pro rata in the distribution of all of the
Company's assets remaining available for distribution after satisfaction of all
the Company's liabilities and the payment of the liquidation preference of any
Preferred Stock that may be outstanding. The holders of Common Stock have no
preemptive or other subscription rights to purchase shares of stock of the
Company, and there are no redemption or sinking fund provisions applicable to
the Common Stock. Immediately upon consummation of this Offering, all of the
then outstanding shares of Common Stock will be validly issued, fully paid and
nonassessable.
The transfer agent and registrar for the Common Stock is First Union
National Bank of North Carolina.
PREFERRED STOCK
The Company's Restated Certificate of Incorporation (the "Certificate")
authorizes the Company's Board of Directors to issue Preferred Stock in series
and to establish the number of shares to be included in each such series and to
fix the designations, powers, preferences and rights of the shares of each such
11
<PAGE>
series and any qualifications, limitations or restrictions thereof. Because the
Board of Directors has the power to establish the preferences and rights of the
shares of any such series of Preferred Stock, it may afford the holders of any
Preferred Stock that may be outstanding, preferences, powers and rights
(including voting rights) senior to the rights of the holders of Common Stock.
The issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of the Company.
DELAWARE LAW AND CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION AND BY-LAWS
The Certificate, the Company's By-laws (the "By-laws") and Section 203
of the DGCL contain certain provisions that may make the acquisition of control
of the Company by means of a tender offer, open market purchase, proxy fight or
otherwise, more difficult.
BUSINESS COMBINATIONS. The Company is a Delaware corporation and is
subject to Section 203 of the DGCL. In general, subject to certain exceptions,
Section 203 of the DGCL prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless: upon consummation of such transaction,
the interested stockholder owned 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding for purposes of
determining the number of shares outstanding those shares owned by (x) persons
who are directors and also officers and (y) employee stock plans in which
employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer);
the business combination is, or the transaction in which such person became an
interested stockholder was, approved by the board of directors of the
corporation before the stockholder became an interested stockholder; or the
business combination is approved by the board of directors of the corporation
and authorized at an annual or special meeting of the corporation's stockholders
by the affirmative vote of at least 66 2/3% of the outstanding voting stock
which is not owned by the interested stockholder. For purposes of Section 203, a
"business combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder; an "interested
stockholder" is a person who, together with affiliates and associates, owns (or,
in the case of affiliates and associates of the issuer, did own within the last
three years) 15% or more of the corporation's voting stock other than a person
who owned such shares on December 23, 1987.
In addition to the requirements in Section 203 described above, the
Certificate requires the affirmative vote of the holders of at least 80% of the
voting power of all outstanding shares of the Company entitled to vote at an
election of directors, voting together as a single class, to approve certain
business combinations proposed by an individual or entity that is the beneficial
owner, directly or indirectly, of more than 10% of the outstanding voting stock
of the Company. This voting requirement is not applicable to "business
combinations" if either (a) the Company's Board of Directors has approved a
memorandum of understanding with such other corporation with respect to and
substantially consistent with such transaction prior to the time that such other
corporation became a holder of more than 10% of the outstanding voting stock of
the Company; or (b) the transaction is proposed by a corporation of which a
majority of the outstanding voting stock is owned of record or beneficially by
the Company and/or any one or more of its subsidiaries. For purposes of this
discussion, a "business combination" includes any merger or consolidation of the
Company with or into another corporation, any sale or lease of all or any
substantial part of the property and assets of the Company, or issuances of
securities of the Company in exchange for sale or lease to the Company of
property and assets having an aggregate fair market value of $1 million or more.
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<PAGE>
CLASSIFIED BOARD OF DIRECTORS AND RELATED PROVISIONS. The Certificate
provides that the number of directors of the Company shall be fixed from time to
time by, or in the manner provided in, the By-laws. The By-laws provide that the
number of directors will be six, the Board of Directors will be divided into
three classes of directors, with each class having a number as nearly equal as
possible, and that directors will serve for staggered three-year terms. As a
result, one-third of the Company's Board of Directors will be elected each year.
The classified board provision could prevent a party who acquires control of a
majority of the outstanding voting stock of the Company from obtaining control
of the Board of Directors until the second annual stockholders meeting following
the date the acquirer obtains the controlling interest.
Directors may be removed with or without cause by the affirmative vote
of the holders of 80% of all outstanding voting stock entitled to vote. A
majority of the entire Board of Directors may also remove any director for
cause. Vacancies on the Board of Directors may be filled by a majority of the
remaining directors, or by the stockholders.
AUTHORIZED AND UNISSUED PREFERRED STOCK. Upon consummation of the
Offering, there will be 5,000,000 authorized and unissued shares of Preferred
Stock. The existence of authorized and unissued Preferred Stock may enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a merger, tender offer, proxy contest
or otherwise. For example, if in the due exercise of its fiduciary obligations,
the Board of Directors were to determine that a takeover proposal is not in the
Company's best interests, the Board of Directors could cause shares of Preferred
Stock to be issued without stockholder approval in one or more private offerings
or other transactions that might dilute the voting or other rights of the
proposed acquiror or insurgent stockholder or stockholder group or create a
substantial voting block in institutional or other hands that might undertake to
support the position of the incumbent Board of Directors. In this regard, the
Certificate grants the Board of Directors broad power to establish the
designations, powers, preferences and rights of each series of Preferred Stock.
See "- Preferred Stock."
STOCKHOLDER ACTION BY WRITTEN CONSENT. The By-laws provide that
stockholder action can be taken only at an annual meeting or special meeting of
stockholders and can only be taken by written consent in lieu of a meeting with
the unanimous written consent of the stockholders.
INDEMNIFICATION. The Certificate provides that the Company shall
indemnify each director and officer of the Company to the fullest extent
permitted by law and limits the liability of directors to the Company and its
stockholders for monetary damages in certain circumstances. The Certificate also
provides that the Company may purchase insurance on behalf of the directors,
officers, employees and agents of the Company against certain liabilities they
may incur in such capacity, whether or not the Company would have the power to
indemnify against such liabilities.
DIVIDEND RESTRICTIONS
The Company's credit facilities currently limit the Company's ability
to pay dividends on the Common Stock. The payment of dividends on the Common
Stock is also subject to the preference that may be applicable to any then
outstanding Preferred Stock.
13
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Common Stock to or through underwriters or
dealers, directly to other purchasers, through agents, or through a combination
of these methods of sale. Any such underwriter , dealer or agent involved in the
offer and sale of the Common Stock will be named in the applicable Prospectus
Supplement or Prospectus Supplements, including any such Supplement distributed
for the purpose of providing pricing and other related information (a "Pricing
Supplement"). The distribution may be effected from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
In connection with sales of Common Stock, underwriters may receive
compensation from the Company or from purchasers of Common Stock in the form of
discounts, concessions or commissions. Underwriters may sell Common Stock to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions and/or commissions from the underwriters and of
commissions from the purchasers for whom they may act as agent.
Any underwriting compensation paid by the Company to underwriters,
dealers or agents in connection with the offering of Common Stock, and any
discounts, concessions or commissions allowed by underwriters to participating
dealers, will be set forth in the applicable Prospectus Supplement or Pricing
Supplement. Underwriters, dealers and agents participating in the distribution
of the Common Stock may be deemed to be underwriters and any discounts or
commissions received by them from the Company and any profit realized by them on
resale of the Common Stock may be deemed to be underwriting discounts and
commissions under the Securities Act. Underwriters, dealers and agents that
participate in the distribution of Common Stock may be entitled, under agreement
entered into with the Company, to indemnification against and contribution
toward the payment of certain liabilities, including liabilities under the
Securities Act, and to reimbursement for certain expenses.
Certain of the underwriters, dealers or agents and their affiliates or
associates may engage in transactions with and perform services for the Company
or one or more of its subsidiaries in the ordinary course of business.
The specific terms and manner of sale of any Common Stock offered under
this Prospectus, including the place and time of delivery, will be set forth or
summarized in the applicable Prospectus Supplement.
In connection with any offering of Common Stock, certain underwriters
(and any of their affiliated purchasers) who are qualified registered market
makers on the Nasdaq National Market, may engage in passive market transactions
in the Common Stock on the Nasdaq National Market in accordance with Rule 10b-6A
under the Exchange Act during the two business day period before commencement of
offers or sales of the Common Stock in any offering. The passive market making
transactions must comply with the applicable volume and price limits and be
identified as such. In general, a passive market maker may display its bid at a
price not in excess of the highest independent bid for the security, and, if all
independent bids are lowered below the passive market maker's bid, then such bid
must be lowered when certain purchase limits are exceeded.
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<PAGE>
LEGAL MATTERS
The validity of the shares of the Common Stock offered hereby have been
passed upon for the Company by Jose M. Sariego, Senior Vice President and
General Counsel of the Company.
EXPERTS
The audited financial statements of the Company as of December 31, 1995
and 1994 and for each of the three years in the period ended December 31, 1995
incorporated by reference into this Prospectus have been audited by Coopers &
Lybrand L.L.P., independent public accountants, as stated in its report with
respect thereto.
The audited financial statements of Sintel as of December 31, 1995,
1994 and 1993 and for each of the three years in the period ended December 31,
1995 incorporated by reference into this Prospectus have been audited by Arthur
Andersen, independent public accountants, as stated in its report with respect
thereto.
15
<PAGE>
===============================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THOSE TO WHICH IT
RELATES, NOR DOES IT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF ANY
OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF
---------------------
TABLE OF CONTENTS
PAGE
----
Available Information..................... 3
Information Incorporated by
Reference............................... 4
Risk Factors ............................ 5
The Company ............................ 9
Use of Proceeds........................... 11
Description of Capital Stock.............. 11
Plan of Distribution...................... 14
Legal Matters............................. 15
Experts................................... 15
===============================================================================
MASTEC, INC.
1,000,000 SHARES OF
COMMON STOCK
------------------
PROSPECTUS
------------------
December__,1996
===============================================================================
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following sets forth expenses and costs payable by the Company (other
than underwriting discounts and commissions) expected to be incurred in
connection with the issuance and distribution of the securities described in
this Registration Statement. All amounts are estimated except for the SEC
registration fee and the NASD filing fee.
AMOUNT
------
Registration fee under Securities Act $ 26,115
NASD filing fee 7,573
Nasdaq fees 17,500
Legal fees and expenses 100,000
Accounting fees and expenses 50,000
Blue Sky fees and expenses 1,500
Printing and engraving expenses 50,000
Registrar and transfer agent fees 2,500
Miscellaneous expenses 10,000
Total $265,188
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate") provides that the Company shall indemnify to the fullest extent
authorized by the Delaware General Corporation Law (the "DGCL"), each person who
is involved in any litigation or other proceeding because such person is or was
a director or officer of the Company, against all expense, loss or liability
reasonably incurred or suffered in connection therewith. The Company's By-laws
provide that a director or officer may be paid expenses incurred in defending
any proceeding in advance of its final disposition upon receipt by the Company
of an undertaking, by or on behalf of the director or officer, to repay all
amounts so advanced if it is ultimately determined that such director or officer
is not entitled to indemnification.
Section 145 of the DGCL permits a corporation to indemnify any director or
officer of the corporation against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that such person is or was a director or officer of the corporation, if such
person acted in good faith and in a manner that he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, if he had no reason to believe his conduct
was unlawful. In a derivative action, (I.E., one brought by or on behalf of the
corporation), indemnification may be made only for expenses, actually and
reasonably incurred by any director or officer in connection with the defense or
settlement of such an action or suit, if such person acted in good faith and in
a manner that he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been
II-1
<PAGE>
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action or suit was brought shall determine that the defendant
is fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Pursuant to Section 102(b)(7) of the DGCL, the Company's Certificate
eliminates the liability of a director to the corporation or its stockholders
for monetary damages for such breach of fiduciary duty as a director, except for
liabilities arising (a) from any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) from acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the DGCL, or (d) from any transaction from which the director
derived an improper personal benefit.
The Company has obtained primary and excess insurance policies insuring the
directors and officers of the Company and its subsidiaries against certain
liabilities they may incur in their capacity as directors and officers. Under
such policies, the insurer, on behalf of the Company, may also pay amounts for
which the Company has granted indemnification to the directors or officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as exhibits to this registration statement:
1.1 Underwriting Agreement (to be filed as an exhibit to a Form 8-K filed
subsequent to the effective date of the Registration Statement).
3.1 Certificate of Incorporation of the Company, filed as Exhibit 3(i) to
Company's Registration Statement on Form S-8 (File No. 33-55327) and
incorporated by reference herein.
3.2 By-laws of the Company, filed as Exhibit 3.1 to Company's Form 10-Q for the
quarter ended March 31, 1996 and incorporated by reference herein.
5.1 Opinion of Jose M. Sariego, Senior Vice President and General Counsel.
10.1 Stock Purchase Agreement dated June 22, 1994, between MasTec, Inc. and
Designed Traffic Installation Co., filed as Exhibit 2 to the Company's Form
8-K dated July 6, 1994 and incorporated by reference herein.
10.2 Loan and Security Agreement dated January 29, 1995, between the Company and
Barclays Business Credit, Inc. (n/k/a Fleet Financial Corporation), filed
as Exhibit 10 to the Company's Form 8-K dated February 9, 1995 and
incorporated by reference herein.
10.3 Loan Agreement dated July 14, 1995 between the Company and Devono Company
Limited, filed as Exhibit 10 to the Company's Form 10-Q for the quarter
ended June 30, 1995 and incorporated by reference herein.
10.4 Amendment to Loan and Security Agreement dated February 29, 1996 between
the Company and Fleet Capital Corporation filed as Exhibit 10.5 to the
Company's Form 10-K for the year ended December 31, 1995 and incorporated
by reference herein.
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<PAGE>
10.5 Stock Option Agreement dated March 11, 1994 between the Company and Arthur
B. Laffer filed as Exhibit 10.6 to the Company's Form 10-K for the year
ended December 31, 1995 and incorporated by reference herein.
10.6 Stock Purchase Agreement dated April 1, 1996 between the Company and
Telefonica de Espana, S.A., filed as Exhibit 2.1 to the Company's Form 8-K
dated April 30, 1996 and incorporated by reference herein.
21.1 Subsidiaries of the Company. *
23.1 Consent of Coopers & Lybrand L.L.P.*
23.2 Consent of Arthur Andersen.
23.3 Consent of Jose M. Sariego, Senior Vice President and General Counsel
(included in Exhibit 5.1 above).
24.1 Power of Attorney (included on Signature Page of original Registration
Statement). *
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual reports pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant further undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Miami, State of Florida, on December
10, 1996.
MASTEC, INC.
/s/ EDWIN D. JOHNSON
-------------------------------
Edwin D. Johnson
Senior Vice President - Chief Financial Officer
(Principal Financial and Accounting Officer)
<TABLE>
<CAPTION>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
*________ President and Chief Executive Officer December 10, 1996
Jorge Mas (Principal Executive Officer)
*__________ Chairman of the Board December 10, 1996
Jorge L. Mas
*___________ Director December 10, 1996
Eliot C. Abbot
*____________ Director December 10, 1996
Arthur B. Laffer
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<PAGE>
*_________________ Director December 10, 1996
Samuel C. Hathorn, Jr.
*____________ Director December 10, 1996
Jose S. Sorzano
</TABLE>
*By /S/ JOSE M. SARIEGO
-------------------
Jose M. Sariego
Attorney-in-fact
II-6
EXHIBIT 5.1
December 9, 1996
MasTec, Inc.
3155 N.W. 7th Avenue
Miami, Florida 33122-1205
RE: Registration Statement on Form S-3 (Registration No. 333-11013) of MasTec,
Inc.
Dear Sir or Madam:
I am Senior Vice President and General Counsel to MasTec, Inc., a
Delaware corporation (the "Company"). I have reviewed the referenced
registration statement relating to the sale by the Company of up to 1,000,000
shares of the Company's voting common stock, $.10 par value (the "Shares"). It
is my opinion that the Shares have been duly and validly authorized and, when
issued, delivered and paid for, will be validly issued, fully paid and
nonassessable.
I consent to the use of this opinion in the referenced registration
statement and to the reference to my opinion under the caption "Legal Matters"
in the prospectus constituting part of the registration statement.
Sincerely,
/s/ JOSE M. SARIEGO
- -------------------
Jose M. Sariego
Senior Vice President
and General Counsel
EXHIBIT 23.2
September 18, 1996
MasTec Inc.
3155 N.W. 77th Avenue
Miami, Florida 33122
United States
Attention: Mrs. Carmen Sabater
Dear Sirs,
We consent to the inclusion in this registration statement of Form S-3 of our
report, dated February 26, 1996, on our audits of the consolidated financial
statement of Sintel, S.A. and subsidiaries as of December 31, 1995 and 1994, and
for the years ended December 31, 1995, 1994 and 1993. We also consent to the
reference to our firm under the caption "Experts":
Yours faithfully,
ARTHUR ANDERSEN
/s/ JUAN RAMIREZ-AGUERO
