MASTEC INC
11-K, 1997-06-30
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION
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Table of Contents




                                                                    Pages

Report of Independent Accountants                                      2


Financial Statements:
    Statement of Net Assets Available for Benefits                     3
        as of December 31, 1996
    Statement of Net Assets Available for Benefits
        as of December 31, 1995                                        4
    Statement of Changes in Net Assets Available for Benefits
        for the year ended December 31, 1996                           5
    Statement of Changes in Net Assets Available for Benefits
        for the year ended December 31, 1995                           6
    Notes to Financial Statements                                     7-13


Supplemental Schedules:
    Item 27a of Form 5500 - Schedule of Assets Held for Investment
        Purposes as of December 31, 1996                               14
    Item 27d of Form 5500 - Schedule of Reportable Transactions
        for the year ended December 31, 1996                           15




<PAGE>


                                                           2





REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Trustees of the
The MasTec, Inc.
401(k) Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits
of The MasTec,  Inc. 401(k) Retirement  Savings Plan as of December 31, 1996 and
1995, and the related statements of changes in net assets available for benefits
for the years ended December 31, 1996 and 1995.  These financial  statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and the changes in net assets available for benefits
for the years ended  December 31, 1996 and 1995,  in conformity  with  generally
accepted accounting principles.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes of The MasTec, Inc. 401(k) Retirement Savings Plan as of
December 31, 1996,  and  Reportable  Transactions  for the year then ended,  are
presented for the purpose of additional  analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations  for Reporting and Disclosure  under
the Employee Retirement Income Security Act of 1974. The Fund Information in the
statement of net assets  available  for benefits and the statement of changes in
net assets  available  for  benefits is  presented  for  purposes of  additional
analysis  rather than to present the net assets  available for plan benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules and Fund  Information  have been subjected to the auditing  procedures
applied in our audits of the basic financial statements and, in our opinion, are
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.




Miami, Florida
June 11, 1997


<PAGE>




<TABLE>

THE MASTEC, INC.
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1995
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                  Guaranteed Income &     Growth      Mastec     Life     Diversified
                                                    Interest  Growth   Opportunities  Common   Insurance    Equity
                                                     Fund     Fund         Fund        Fund      Fund        Fund       Total
                                                  ---------- --------  ------------  --------  ---------   ---------   -------


Assets:
Investments at fair value (Note 2) .......   .....$       0 $405,049   $  1,299,364  $ 178,290  $ 71,776  $       0  $1,954,479
Participant notes receivable ....................   108,798        0              0          0         0          0     108,798
Cash and cash equivalents .......................    39,529   22,330         55,527      1,414        29      5,835     124,664
                                                  --------- --------   ------------  ---------  --------  ---------  ----------

                                                    148,327  427,379      1,354,891    179,704    71,805      5,835   2,187,941

Investment, at contract value (Note 2):
   ITT Hartford Life Insurance Company
   Group Annuity Contract #GA-3565
                        ......................... 3,231,172        0              0          0         0          0   3,231,172
                                                 ---------- --------   ------------   --------  --------   --------   ---------

          Total investments ..................    3,379,499  427,379      1,354,891    179,704    71,805      5,835   5,419,113
                                                 ---------- --------   ------------   --------  --------   --------   ---------
Receivables:
   Participants' contributions ................      66,471   18,657         29,457     24,184       917          0     139,686
   Interest receivable ............................  18,806       56            556         72         0          0      19,490
                                                 ---------- --------   ------------   --------  --------   --------   ---------

          Total receivables .....................    85,277   18,713         30,013     24,256       917          0     159,176
                                                 ---------- --------   ------------   --------  --------   --------   ---------

Due from (to) other funds ........................   28,363  (16,466)      (11,897)          0         0          0           0
                                                 ---------- --------   -----------    --------  --------   --------   ---------

          Total assets ........................$343,493,139 $ 429,62   $  1,373,007  $ 203,960  $ 72,722   $  5,835  $5,578,289
                                               ============ ========   ============  =========  ========   ========   =========

Liabilities:
   Due to Brokers ............................ $     32,928 $  6,869   $     46,720  $       0  $      0  $       0   $  86,517
                                               ------------ --------   ------------  ---------  ---------  ---------  ---------

          Total liabilities ...................      32,928    6,869         46,720          0         0          0      86,517
                                               ------------ --------   ------------  ---------  ---------  ---------   --------

Net assets available for benefits ............ $  3,460,211 $422,757   $  1,326,287  $ 203,960  $ 72,722  $   5,835  $5,491,772
                                               ============ ========   ============  =========  ========  =========  ==========

</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>


THE MASTEC, INC.
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1996
<TABLE>

<CAPTION>
                                              Guaranteed    Income &      Growth    Diversified   Mastec       Life      Guaranteed
                                               Interest      Growth    Opportunities   Equity     Stock     Insurance   Certificate
                                                 Fund         Fund          Fund       Fund        Fund        Fund        Fund
                                              ---------    --------      --------    ---------   -------     --------  ---------

<S>     <C>    <C>    <C>    <C>    <C>    <C>

Additions to net assets attributed to:
Investment income:
   Net appreciation in fair value of ........ $        0 $        0    $        0   $        0  $  973,102   $      0    $        0
   investments
   Interest and dividends ...................          0          0             0            0           0      3,042           325



                                                       0          0             0            0     973,102      3,042           325

Contributions:
   Participants' ............................          0          0             0            0     285,123          0          9,559



     Total additions ........................          0          0             0            0   1,258,225      3,042          9,884



Deductions from net assets attributed to:
   Participants withdrawals .................     97,056          0             0            0      95,851      7,892             60



     Total deductions .......................     97,056          0             0            0      95,851      7,892             60



   Net (decrease) increase prior to transfers    (97,056)         0             0            0   1,162,374     (4,850)         9,824

   Transfers ................................ (3,363,155)  (422,757)   (1,326,287)      (5,835)   (128,033)         0         10,690



   Net (decrease) increase .................. (3,460,211)  (422,757)   (1,326,287)      (5,835)  1,034,341     (4,850)        20,514

Net assets available for benefits:
   Beginning of year ........................  3,460,211    422,757     1,326,287        5,835     203,960     72,772              0



   End of year ..............................$         0  $       0   $         0      $     0  $1,238,301   $ 67,872       $ 20,514



</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>





THE MASTEC, INC.
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1996
(continued)
<TABLE>

<CAPTION>
                                               Aggressive                      Growth &                 Short
                                                Growth      Bond     Growth     Income    Intenational  Term
                                                 Fund       Funds     Funds     Funds         Funds     Fund     Total


<S>     <C>    <C>    <C>    <C>    <C>    <C

Additions to net assets attributed to:
Investment income:
   Net appreciation in fair value of .......$    32,570   $ 3,256    $ 206,982 $ 67,264    $  4,366   $82,732  $1,370,272
        investments
   Interest and dividends ...................         0         0            0        0           0         0       3,367


                                                 32,570     3,256      206,982   67,264    $  4,366   $82,732   1,373,639

Contributions:
   Participants' ............................   189,938    44,636      332,345  257,407      25,077   555,267   1,699,352



     Total additions ........................   222,508    47,892      539,327  324,671      29,443   637,999   3,072,991

Deductions from net assets attributed to:
   Participants withdrawals .................     7,547       690      217,212   48,393       1,423   717,201   1,193,325



     Total deductions .......................     7,547       690      217,212   48,393       1,423   717,201   1,193,325
   Net (decrease) increase prior to transfers   214,961    47,202      322,115  276,278      28,020   (79,202)  1,879,666

   Transfers ................................   397,077    84,961    1,291,500  538,508      54,597 2,868,734           0



   Net (decrease) increase ..................   612,038   132,163    1,613,615  814,786      82,617 2,789,532   1,879,666

Net assets available for benefits:
   Beginning of year ........................         0         0            0        0           0         0   5,491,772



   End of year ..............................   612,038   132,163    1,613,615  814,786      82,617 2,789,532  $7,371,438
</TABLE>


<TABLE>

THE MASTEC, INC.
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1995
<CAPTION>

                                                          Guaranteed       Income &        Growth          Mastec           Life
                                                           Interest         Growth      Opportunities      Common        Insurance
                                                             Fund            Fund           Fund         Stock Fund         Fund

<S>     <C>    <C>    <C>    <C>    <C>    <C>

Additions to net assets attributed to:
Investment income:
   Net appreciation in fair value of investments        $           0    $    28,709  $     256,108    $     18,032   $          0
   Interest and dividends                                     212,886         14,906         32,366             114          1,745
                                                        --------------   ------------- --------------   -------------  -------------

                                                              212,886         43,615        288,474          18,146          1,745

Contributions:
   Participants'                                              510,028        130,972        226,302         160,150          9,340
                                                        --------------   ------------- --------------   -------------  -------------

     Total additions                                          722,914        174,587        514,776         178,296         11,085
                                                        --------------   ------------- --------------   -------------  -------------

Deductions from net assets attributed to:
   Participants withdrawals                                   964,681         26,545        166,179           4,992         28,264
                                                        --------------   ------------- --------------   -------------  -------------

     Total deductions                                         964,681         26,545        166,179           4,992         28,264
                                                        --------------   ------------- --------------   -------------  -------------

   Net (decrease) increase prior to transfers               (241,767)        148,042        348,597         173,304       (17,179)

   Transfers                                                   27,358        (58,800)        44,617         (12,823)            0

                                                        --------------   ------------- --------------   -------------  -------------

   Net (decrease) increase                                  (214,409)         89,242        393,214         160,481       (17,179)

Net assets available for benefits:
   Beginning of year                                       3,674,620         333,515        933,073          43,479         89,901
                                                        --------------   ------------- --------------   -------------  -------------

   End of year                                          $  3,460,211    $    422,757  $   1,326,287    $    203,960   $     72,722
                                                        ==============   ============= ==============   =============  =============


The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>

THE MASTEC, INC.
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1995
(continued)
<TABLE>
<CAPTION>

                                   Diversified
                                     Equity
                                                              Fund           Total

<S>     <C>    <C>    <C>    <C>    <C>    <C>

Additions to net assets attributed to:
Investment income:
   Net appreciation in fair value of investments         $          0   $    302,849
   Interest and dividends                                         340        262,357
                                                         -------------  -------------

                                                                  340        565,206

Contributions:
   Participants'                                                   29      1,036,821
                                                         -------------  -------------

     Total additions                                              369      1,602,027
                                                         -------------  -------------

Deductions from net assets attributed to:
   Participants withdrawals                                         0      1,190,661
                                                         -------------  -------------

     Total deductions                                               0      1,190,661
                                                         -------------  -------------

   Net (decrease) increase prior to transfers                     369        411,366

   Transfers                                                     (352)              0

                                                         -------------  -------------

   Net (decrease) increase                                         17        411,366

Net assets available for benefits:
   Beginning of year                                            5,818      5,080,406
                                                         -------------  -------------

   End of year                                           $      5,835   $  5,491,772
                                                         =============  =============


</TABLE>


THE MASTEC, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS


1.       Description of Plan:

         The  following  description  of the  MasTec,  Inc.  (the  "Company"  or
         "MasTec")  401(K)  Retirement  Savings Plan (the "Plan")  provides only
         general  information.  The  Plan  agreement  contains  a more  complete
         description of the Plan's provisions.

         General

         The Plan is a defined  contribution  plan covering all employees of the
         Company who are age  twenty-one  or older and have one year of service.
         Eligible  participants may enter the Plan on January 1 or July 1. It is
         subject to the provisions of the Employee  Retirement  Income  Security
         Act of 1974  ("ERISA")  and is exempt  from  federal  and state  income
         taxes.

         The Plan is  administered  by the  Employee  Benefits  Committee  (Plan
         Administrators).  Effective  January  1, 1996,  the Board of  Directors
         appointed  Great-West Life & Annuity  Insurance  Company as Trustee and
         Recordkeeper  of the Plan for all funds  except for the  MasTec  Common
         Stock Fund which the  Trustee is Norwest  Bank,  Minnesota,  N.A.  Plan
         assets are held by the Trustee.

         Contributions

         Participants  may  contribute  from 1% to 15% of their  pre-tax  annual
         compensation,  subject to certain dollar amount  limits,  as defined in
         the plan agreement.  The maximum  contribution  allowed during 1996 and
         1995 was $9,500 and $9,240, respectively.

         The Company may, at its sole discretion, contribute to the Plan. During
         1996 and 1995, no contributions  were made.  Effective January 1, 1997,
         the  Company  will  contribute  25%  of  each  dollar  up to 4% of  the
         participant's  gross salary.  The Company match will be  exclusively in
         MasTec  Common  Stock,  and will be subject  to  certain  restrictions.
         Whether   and  to  what  extent  the   Company   will  match   employee
         contributions beyond 1997 will be at MasTec's discretion.

         Participant Accounts

         Each   participant's   account  is  credited  with  the   participant's
         contribution,  the Company's  discretionary  contribution,  if any, any
         rollovers  into  the  Plan  (permitted  at the  discretion  of the plan
         administrator)   and  an  allocation  of  the  Plan's  earnings.   Each
         participant's  account is reduced by any  withdrawals or  distributions
         and  an  allocation   of  (a)  his  share  of  investment   losses  and
         depreciation in value of investments and (b)  administrative  fees paid
         by the  Plan  if not  paid  by the  Company.  The  benefit  to  which a
         participant is entitled is the participant's vested account balance.

<PAGE>


THE MASTEC, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

1.       Description of the Plan, Continued:

         Investment Options

         Upon enrollment in the Plan, a participant may direct  contributions to
         any of the  following  investment  options.  Participants  may elect to
         invest  contributions  in a single fund in 5% increments,  among any of
         the following:

               Hartford  Guaranteed  Interest  Fund(1) - Funds are  invested  in
               contracts  with the Hartford  Life  Insurance  Company  (Hartford
               Life)  which  provides  for  repayment  of  principal  and annual
               interest at guaranteed rates for a fixed period. During 1995, the
               minimum guaranteed rate was 6.5%. The guaranteed interest rate is
               determined before the start of each year by Hartford Life.

               Fidelity  Adviser  Income and Growth Fund(1) - Funds are invested
               in U.S. Treasury issues,  corporate bonds,  foreign  investments,
               convertible securities and stocks.

               Fidelity  Advisor  Growth  Opportunities   Fund(1)  -  Funds  are
               invested in traditional growth stocks and debt securities.

               A participant may not invest more than 50% of his aggregate
               contributions in the MasTec, Inc. common stock fund.

               Diversified  Equity  Fund(1)  - The  fund was not  offered  as an
               investment option to participants after July 1, 1994.

              (1) As of January 1, 1996, these investment options were no longer
                  available to Plan participants.

               MasTec Common Stock Fund - Funds are invested solely in shares of
               the common stock,  par value $0.10 per share of MasTec,  Inc. The
               fund will buy up to 500,000 shares, as determined under the rules
               of ERISA and the Internal Revenue Code (IRC).

               Life  Insurance  Fund - The fund was not offered as an investment
               option to participants after July 1, 1994.

               Guaranteed  Certificate Fund - Funds are invested in certificates
               of deposit  guaranteed  by  Great-West  Life & Annuity  Insurance
               Company.

              Aggressive Growth Funds - Funds are invested in:

              Twentieth Century Ultra Investors Fund, managed by Investors
              Research Corporation;

              AIM Constellation Fund, managed by AIM Advisors, Inc.;

              Maxim Small-Cap Index Portfolio, managed by the Great-West Life
              Assurance Company, seeks to mirror the Russell 2000 Index;



<PAGE>


1.       Description of the Plan, Continued:

         Investment Options, Continued

              Maxim Growth Index Portfolio, managed by the Great-West Life
              Assurance Company, seeks to mirror the Russell 1000 Growth Index;
              and

              Maxim Small-Cap  Aggressive  Growth  Portfolio,  managed by Loomis
              Sayles & Company,  seeks to mirror the  performance  of the Loomis
              Sayles Small-Cap Fund.

              Bonds Funds - Funds are invested in:

              Maxim U.S. Government Mortgage Securities Portfolio, managed by
              the Great-West Life Assurance Company;

              Maxim Investment Grade Corporate Bond Portfolio, managed by the
              Great-West Life Assurance Company;

              Maxim Corporate Bond Portfolio, managed by Loomis Sayles &
              Company, seeks to mirror the performance of Loomis Sayles Bond
              Fund;

              Putnam Global Governmental Income Fund, managed by Putnam
              Investment Management, Inc.; and

              Maxim Short-Term Maturity Bond Portfolio, managed by the
              Great-West Life Assurance Company.

              Growth Funds - Funds are invested in:

              Fidelity Advisor Growth Opportunities Fund, managed by Fidelity
              Management and Research Company;

              Maxim Stock Index Portfolio, managed by the Great-West Life
              Assurance Company, seeks to mirror the Standard & Poor's (S&P)500
              Index and Mid-Cap 400 Index;

              AIM Weingarten Fund, managed by AIM Advisors, Inc.; and

              Maxim Small-Cap Value Portfolio, managed by Ariel Capital
              Management.

              Growth & Income Funds - Funds are invested in:

              Maxim Total Return Portfolio, managed by the Great-West Life
              Assurance Company;

              AIM Charter Fund, managed by AIM Advisors, Inc.;

              Maxim Value Index Portfolio, managed by the Great-West Life
              Assurance Company, seeks to mirror the Russell  1000 Value Index;

              Putnam Fund for Growth & Income, managed by Putnam Investment
              Management, Inc.; and

              Fidelity Advisor Equity Income Fund, managed by Fidelity
              Management and Research Company.



<PAGE>


1.       Description of the Plan, Continued:

         Investment Options, Continued

              International Funds - Funds are invested in:

                    Putnam Global Growth Fund, managed by Putnam Investment
                    Management,  Inc.;

                    Maxim Foreign Equity Portfolio, managed by Draycott
                    Partners, seeks to mirror the performance of the New England
                    International Equity Fund; and

                    Fidelity Advisor Overseas Fund, managed by Fidelity
                    Management and Research Company.

                    Short-Term Fund - Funds are invested in:

                    Maxim Money Market Portfolio, managed by the Great-West Life
                    Assurance Company.

         Transfers and Rollovers

         Participants may rollover  balances held in other qualified  retirement
         plans at the discretion of the Plan Administrators.

         Withdrawals

         Certain  withdrawals  from  participant  accounts  are only allowed for
         financial hardship (in accordance with IRS regulations).

         Participant Notes Receivable

         Participants  may borrow a maximum of the lesser of (1)  $50,000 or (2)
         fifty percent (50%) of their individual  vested account  balance.  Loan
         terms  range  from 1-5  years or up to 20 years for the  purchase  of a
         primary residence.  The loans bear interest at the published prime rate
         in the Wall Street Journal plus 1%.

         Payment of Benefits

         On termination of service, due to death,  disability,  or retirement, a
         participant  receives payment of the vested accrued benefit in a single
         lump sum or the payment can be deferred under certain  circumstances to
         normal retirement age. For termination of service due to other reasons,
         a participant is entitled to receive only the vested  percentage of his
         account balance.



<PAGE>


1.     Description of the Plan, Continued:

         Vesting

         Participants  are  immediately   vested  in  their   contributions  and
         rollovers and the earnings thereon.  Participants are vested in Company
         contributions, if any, to the extent reflected below:


                      Years of Service          Percentage
                                              ---------------

                      1                                   0%
                      2                                  20%
                      3                                  40%
                      4                                  60%
                      5                                  80%
                      6 or more                         100%
         Participants forfeit the portion of their account balance to the extent
         not vested. There were no amounts forfeited as of December 31, 1996 and
         1995.



2.       Summary of Significant Accounting Policies:

         The  significant  accounting  policies  followed  by  the  Plan  are as
follows:

         Basis of Accounting

         The financial  statements  of the Plan are prepared in conformity  with
         generally accepted accounting principles.

         Use of Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

         Risk and Uncertainties

         The plan provides for various  investment options in any combination of
         stocks,  bonds,  fixed  income  securities,  mutual  funds,  and  other
         investment  securities.  Investment  securities  are exposed to various
         risks,  such as interest rate,  market and credit.  Due to the level of
         risk  associated  with certain  investment  securities and the level of
         uncertainty  related to changes in the value of investment  securities,
         it is at least  reasonably  possible  that changes in risks in the near
         term would  materially  affect  participants'  account balances and the
         amounts  reported in the  statement  of net assets  available  for plan
         benefits and the statement of changes in net assets  available for plan
         benefits.



2.       Summary of Significant Accounting Policies, Continued:

         Valuation of Investments and Income Recognition

         The  Plan's  investments  are valued by the  trustees  (Note 1) and are
         stated at fair value using quoted market prices.

         Purchase and sales transactions are recorded on a trade date basis. Any
         gain or loss resulting from the sale of fund units is determined as the
         difference between the sales proceeds and the average cost of the units
         sold. Investment income is recorded on the accrual basis.

         Investment Income

         The Plan presents in the  statement of changes in net assets  available
         for benefits the net appreciation/depreciation in the fair value of its
         investments  which  consists  of the  realized  gains or losses and the
         unrealized appreciation (depreciation) on those investments.

         Participant Withdrawals

         Withdrawals made by participants are recorded when paid.

         Administrative Costs

         All administrative expenses of the Plan, including, without limitation,
         the allocable portion of compensation of plan administrative  staff and
         fees of employee  benefits  consultants,  legal counsel,  and auditors'
         fees  are  chargeable  to the  Plan.  The  Company  may,  at  its  sole
         discretion,  pay any such  expenses,  in whole or in part.  The Company
         assumed responsibility for administrative  expenses for the years ended
         December 31, 1996 and 1995.



3.       Investment Contract With Insurance Company:

         The Plan had during 1995 a Group  Annuity  Contract  with the  Hartford
         Life Insurance  Company ("ITT Hartford").  ITT Hartford  maintained the
         contributions  in an  Immediate  Participation  Fund.  The contract was
         included  in the  1995  financial  statements  at  contract  value,  as
         reported to the Plan by ITT  Hartford.  Such  contract  was  terminated
         during 1996.



4.       Plan Termination:

         Although it has not  expressed any intent to do so, the Company has the
         right under the Plan to discontinue its  contributions  at any time and
         to terminate the Plan subject to the provisions of ERISA.  In the event
         of Plan  termination,  participants  will  become  100% vested in their
         accounts.



5.       Reconciliation of Financial Statements to Form 5500:

         The following is a reconciliation  of net assets available for benefits
         per the financial statements to the Form 5500:
<TABLE>

                                                                                        1996              1995
<CAPTION>

<S>                                                                              <C>               <C>
         Net assets available for benefits per the financial statements          $     7,371,438   $     5,491,772
         Amounts allocated to withdrawing participants                                                   (153,676)
                                                                                 ----------------  ----------------

         Net assets available for Plan benefits per the Form 5500                $     7,371,438   $     5,338,096
                                                                                 ================  ================

         The following is a reconciliation  of benefits paid to participants per
         the financial statements to the Form 5500:

                                                                                                      Year ended
                                                                                                       December
                                                                                                       31, 1996

         Withdrawals paid to participants per the financial statements                             $     1,193,325
         Add:  Amounts allocated to withdrawing participants at
                   December 31, 1996
         Less: Amounts allocated to withdrawing participants at
                   December 31, 1995                                                                      (153,676)
                                                                                                   ----------------

         Withdrawals to participants per the Form 5500                                             $     1,039,649
                                                                                                   ================
</TABLE>

         Amounts allocated to withdrawing  participants are recorded on the Form
         5500 for claims that have been processed and approved for payment prior
         to December 31, but not yet paid as of that date.



6.       Tax Status:

         The Internal Revenue Service has determined and informed the Company by
         a letter dated June 17, 1997, that the Plan is designed in accordance
         with  applicable  sections of the IRC. 

<PAGE>




THE MASTEC, INC.
401(K) RETIREMENT SAVINGS PLAN
ITEM 27a OF FORM 5500 - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
as of December 31, 1996
<TABLE>


<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

               Participating
(a)          Units or Par Value      (b) Identity of Party            c)  Description of Investment      (d) Cost    (e) Fair Value
             ------------------          -----------------                -------------------------       -------       -----------

        269        Maxim Total Return Portfolio                            Growth & Income Fund                 4,036          4,198
      1,068        AIM Charter Fund                                        Growth & Income Fund                17,838         19,024
      1,725        Maxim Value Index Portfolio                             Growth & Income Fund                25,610         27,469
      4,422        Putnam Fund for Growth & Income                         Growth & Income Fund                64,810         69,206
     42,545        Fidelity Advisor Equity Income Fund                     Growth & Income Fund               485,034        533,501
        223        Maxim U.S. Government Mortgage Securities Portfolio     Bond Fund                            3,047          3,098
      1,600        Maxim Investment Grade Corporate Bond Portfolio         Bond Fund                           43,813         43,822
      1,738        Maxim Corporate Bond Portfolio                          Bond Fund                           22,756         23,440
         75        Putnam Global Governmental Income Fund                  Bond Fund                              845            869
         31        Maxim Short-Term Maturity Bond Portfolio                Bond Fund                              326            330
    148,620        Maxim Money Market Portfolio                            Short-Term Fund                  2,597,252      2,668,724
     99,406        Fidelity Advisor Growth Opportunities Fund              Growth Fund                      1,312,293      1,494,743
        787        Maxim Stock Index Portfolio                             Growth Fund                         31,745         35,404
      1,311        AIM Weingarten Fund                                     Growth Fund                         21,938         22,672
         38        Maxim Small-Cap Value Portfolio                         Growth Fund                            467            514
        N/A        Great-West Life & Annuity Insurance Company             Guaranteed Certificate Fund         19,185         19,185
      5,416        Twentieth Century Ultra Investors Fund                  Aggressive Growth Fund             109,705        112,024
      4,942        AIM Constellation Fund                                  Aggressive Growth Fund             111,513        116,008
        195        Maxim Small-Cap Index Portfolio                         Aggressive Growth Fund               2,555          2,694
      1,260        Maxim Growth Index Portfolio                            Aggressive Growth Fund              19,139         19,984
      4,442        Maxim Small-Cap Aggressive Growth Portfolio             Aggressive Growth Fund              61,251         68,094
      4,285        Putnam Global Growth Fund                               International Fund                  55,877         59,243
        265        Maxim Foreign Equity Portfolio                          International Fund                   3,250          3,291
      1,488        Fidelity Advisor Overseas Fund                          International Fund                  16,081         16,489
     17,648        Profile Series I                                        Aggressive Growth Fund             245,252        263,947
      7,162        Profile Series II                                       Growth and Income Fund              96,990        102,583
      2,813        Profile Series III                                      Bond Fund                           36,966         38,648
      1,044        Profile Series IV                                       Bond Fund                           12,872         13,619
        117        Profile Series V                                        Bond Fund                            1,449          1,483
     22,545        MasTec, Inc.                                            Common Stock Fund                  409,357      1,223,070
         N/A       First Colony Life Insurance Company                     Life Insurance Fund                129,966         67,872
         N/A       Participant loans, fully amortized                      Loans to participants 8% - 11%                    172,886
                                                                                                          -----------   ------------
                                                                                                          $ 5,963,218      7,248,134


</TABLE>

THE MASTEC INC.
401(K) RETIREMENT SAVINGS PLAN
ITEM 27d OF FORM 5500 - SCHEDULE OF REPORTABLE  TRANSACTIONS* for the year ended
December 31, 1996

<TABLE>

                                                                                                          (f) Value of
                                                                                                             Assets on
<CAPTION>
                                                                       (c) Purchase  (d)Selling (e)Cost of  Transaction (g) Net Gain
(a)   Identity of Party Involved    (b)     Description of Assets                                                          or (Loss)
                                                                            Price        Price         Asset      Date
<S>     <C>    <C>    <C>    <C>    <C>    <C>
 Mastec, Inc.               MasTec Stock Fund
                                 Purchases            $  508,099     $              $               $  508,099     $
                                 Sales                                      258,157     98,768                          159,389

 Great West Life Assurance  Aggressive Growth Funds
     Company                     Purchases               605,046                                        605,046
                                 Sales                                       54,866     54,887                              (21)

 Great West Life Assurance  Growth Funds
     Company                     Purchases             1,835,499                                      1,835,499
                                 Sales                                      747,305    567,824                           179,481

 Great West Life Assurance  Growth and Income Funds
     Company                     Purchases               852,851                                        852,851
                                 Sales                                      164,134    158,533                             5,601

 Great West Life Assurance  Short Term Fund
     Company                     Purchases             3,970,293                                      3,970,293
                                 Sales                                    1,384,302   1,373,042                            11,260

 First Union National Bank  Guaranteed Interest Fund
                                Sales                                     3,363,155   3,363,155

 First Union National Bank  Income and Growth Fund
                                Sales                                       422,757     422,757

 First Union National Bank  Growth Oppoirtunities Fund
                                Sales                                     1,326,287   1,326,287

</TABLE>


*      Under ERISA,  a reportable  transaction  is defined as a  transaction  or
       series of transactions during the plan year that involves more than 5% of
       the fair value of the plan assets at the beginning of the plan year.

<PAGE>


CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the  incorporation by reference in the  registration  statement of
MasTec,  Inc. on Form S-8 (File No. 33-55327) of our report dated June 11, 1997,
on our audits of the  financial  statements  and  supplemental  schedules of The
MasTec,  Inc. 401(k) Retirement  Savings Plan as of December 31, 1996 and 1995,
and for the years ended December 31, 1996 and 1995,  which report is included in
this Annual Report on Form 11-K.





s/Coopers & Lybrand L.L.P.
Miami, Florida
June 27, 1997



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