As filed with the Securities and Exchange Commission on May 26, 1999.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MASTEC, INC.
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(Exact name of registrant as specified in its charter)
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FLORIDA 1623 65-0829355
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
JOSE M. SARIEGO, ESQ.
3155 N.W. 77TH AVENUE SENIOR VICE PRESIDENT - GENERAL COUNSEL
MIAMI, FLORIDA 33122-1205 MASTEC, INC.
(305) 599-1800 3155 N.W. 77TH AVENUE
(Address, including zip code, and telephone number, MIAMI, FLORIDA 33122-1205
including area code, of registrant's principal executive offices) (305) 406-1954
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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With a Copy to:
STEVEN D. RUBIN, ESQ.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
150 WEST FLAGLER STREET, SUITE 2200
MIAMI, FLORIDA 33130
(305) 789-3517
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
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CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS Proposed Proposed
OF SECURITIES TO BE maximum maximum
REGISTERED Amount to be offering price per aggregate Amount of
registered share(1) offering price(1) registration fee(1)
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<S> <C> <C> <C> <C> <C>
Common Stock, $.10 par value 2,000,000 shares $27.72 $55,440,000 $15,412.32
============================== =============== ================ ================= ======================
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
price of the Common Stock on the New York Stock Exchange on May 24, 1999.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus filed as part of this Registration Statement relates to the shares of
Common Stock registered hereby and to the remaining unissued shares of Common
Stock previously registered by Mastec, Inc. under its Registration Statement on
Form S-4 (File No. 333-30645)
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 WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS 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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<PAGE>
PROSPECTUS
2,796,009
MASTEC, INC.
COMMON STOCK
This prospectus relates to 2,796,009 shares of the common stock of
MasTec, Inc. We may offer and issue these shares from time to time when we
acquire assets, businesses or securities, whether by purchase, merger, or any
other form of business combination. Our representatives and the owners or
controlling persons of the assets or ownership interests that we acquire will
determine the terms of these acquisitions.
We do not expect that we will pay underwriting discounts or commissions,
except that we may pay finder's fees from time to time in connection with
specific acquisitions. The Securities and Exchange Commission may consider any
person or entity that receives a finder's fee to be an "underwriter" within the
meaning of the Securities Act of 1933. The Securities and Exchange Commission
also may consider any profit on the resale of shares of common stock purchased
by persons or entities receiving finder's fees to be underwriting commissions or
discounts under the Securities Act.
Symbol MTZ
Stock Exchange New York Stock Exchange
Recent Price $27.00 on May 24, 1999
YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 3 OF
THIS PROSPECTUS BEFORE MAKING AN INVESTMENT IN OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is __________, 1999
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TABLE OF CONTENTS
Page
Cautionary Statement Regarding Forward-Looking Statements................2
Risk Factors.............................................................3
Information About Us.....................................................6
Where You Can Find More Information About Us.............................6
The Offering.............................................................7
Legal Matters............................................................7
Experts .................................................................7
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We are making this statement pursuant to the safe harbor provisions for
forward-looking statements described in the Private Securities Litigation Reform
Act of 1995. We make certain statements in this prospectus and in the documents
that we incorporate by reference into this prospectus that are forward-looking,
such as statements regarding:
o our future growth and profitability,
o our growth strategy and
o the trends we anticipate in the industries and economies in which
we operate.
These forward-looking statements are based on our current expectations
and are subject to a number of risks, uncertainties and assumptions relating to:
o our operations, financial condition and results of operations,
o shifts in market demand,
o the impact of competition,
o our dependence on key customers and the telecommunications
industry,
o our growth strategy,
o our foreign operations,
o the restrictions that our credit agreements and other borrowings
impose on us,
o our dependence on the labor supply and on our senior management,
o our ability to dispose of our non-core assets and
o the seasonality of some of our operations.
If any of these risks or uncertainties materialize, or if any of our
underlying assumptions are incorrect, our actual results may differ
significantly from the results that we express in or imply by any of our
forward-looking statements. These and other risks are detailed in this
prospectus, the documents that we incorporated by reference in to this
prospectus and in other documents that we file with the Securities and Exchange
Commission. We do not undertake any obligation to revise these forward-looking
statements to reflect future events or circumstances.
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RISK FACTORS
WE DEPEND ON OUR KEY CUSTOMERS AND THE TELECOMMUNICATIONS INDUSTRY GENERALLY.
We derive a substantial portion of our revenue from customers in the
telecommunications industry, particularly BellSouth Telecommunications, Inc. We
anticipate that we will continue to derive a significant portion of our revenue
from services that we perform for customers in the telecommunications industry
and specifically BellSouth. If we lose BellSouth as a customer, or if BellSouth
significantly reduces the aggregate amount of business it generates for us, we
could experience a material adverse change in our results of operations.
In addition, a number of other factors could adversely affect our
customers and their ability or willingness to fund capital expenditures in the
future. These factors could also have a material adverse effect on our results
of operations and include the potentially adverse nature of, or the uncertainty
caused by:
o changes in governmental regulation,
o technological changes,
o increased competition,
o adverse financing conditions for the industry and/or
o economic conditions generally.
Further, the volume of work awarded under contracts with our public
utility customers is subject to periodic appropriations during each contract's
term. If a public utility customer of ours fails to receive sufficient
appropriations, that customer could reduce the volume of work that it awards to
us or delay its payments to us.
These outcomes could affect us negatively.
OUR GROWTH STRATEGY INVOLVES INHERENT RISKS.
We have grown rapidly by acquiring other companies, and our growth
strategy is dependent in part on additional acquisitions. We anticipate that we
will make additional acquisitions, and we are actively seeking and evaluating
new acquisition candidates. We can not assure you that:
o we will be able to continue to identify and acquire appropriate
businesses,
o we will be able to obtain financing for acquisitions on
satisfactory terms or at all or that o the companies that we
acquire will perform as we expected.
Our growth strategy presents the risks inherent in:
o assessing the value, strengths and weaknesses of growth
opportunities,
o evaluating the costs and uncertain returns of expanding our
operations and
o integrating new acquisitions with our existing operations.
Future competition for acquisition candidates could raise prices for these
targets and lengthen the time period required to recoup our investment. In
developing our growth strategy we have also assumed that there will be a
significant increase in demand for telecommunications and other infrastructure
services, which may not materialize.
Our anticipated growth may place significant demands on our management
and its operational, financial and marketing resources. Our operating results
could suffer if we are unable to integrate and manage successfully the companies
that we acquire. Our future acquisitions could also result in our incurrence of:
o additional debt,
o contingent liabilities, and/or
o amortization expenses related to goodwill and other intangible
assets.
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Any or all of these items could materially and adversely affect our financial
condition and results of operations.
OUR FOREIGN OPERATIONS INVOLVE RISKS FROM POLITICAL, ECONOMIC AND SOCIAL FACTORS
AND FROM FLUCTUATIONS IN CURRENCY EXCHANGE RATES.
We conduct our operations and investments in foreign countries that are
subject to the risks of political, economic or social instability, including
o the possibility of expropriation,
o confiscating taxation,
o recessions,
o hyper-inflation,
o other adverse regulatory or legislative developments or
o limitations on the repatriation of investment income, capital
stock and other assets.
Deteriorating economic conditions in some of these countries also may
make it more difficult for our operations in those countries to satisfy the debt
service and other obligations associated with them.
We also conduct business in several foreign currencies that are subject
to fluctuations in their exchange rates relative to the U.S. dollar. Our results
of operations from foreign activities are translated into U.S. dollars at the
average prevailing exchange rates during the period reported, but those average
rates may differ from the actual exchange rates in effect at the time we
actually convert those foreign currencies into U.S. dollars. We monitor our
currency exchange risk but we do not currently hedge against that risk. We can
not assure you that currency exchange fluctuations or other political, economic
or social factors will not adversely affect our financial condition or results
of operations.
WE FACE INTENSE COMPETITION
The telecommunications services industry is highly competitive and we
compete with other companies in most of the markets in which we operate. Some of
our competitors may have greater financial, technical and marketing resources
than we do. A significant portion of our revenues are currently derived from
master service agreements and price is often an important factor in the award of
such agreements. Accordingly, we could be outbid by our competitors in an effort
to procure such business. Despite the current trend toward outsourcing, we may
also face competition from existing or prospective customers who employ in-house
personnel to perform some of the same types of services as we provide. In
addition, there are relatively few, if any, significant barriers to entry into
the markets in which we operate and, as a result, any organization that has
adequate financial resources and access to technical expertise may become one of
our competitors.
WE ARE HIGHLY DEPENDENT ON OUR LABOR FORCE.
Our business is labor intensive, and many of our operations involve a
high rate of employee turnover. The low unemployment rate in the United States
has made it more difficult for us to find qualified personnel at low cost in
some areas where we operate. Labor shortages or increased labor costs could have
a material adverse effect on our operations. We can not assure you that we will
be able to continue to hire and retain a sufficient labor force of qualified
persons.
WE ARE HIGHLY DEPENDENT ON OUR MANAGEMENT.
Our businesses are managed by a small number of key executive and
operational officers, including Jorge Mas, our Chairman, President and Chief
Executive Officer, Joel-Tomas Citron, our Vice Chairman, and our various service
line presidents. The loss of the services of these executives and managers could
materially and adversely
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affect us. Our growth strategy also depends on our ability to hire and retain
additional qualified management personnel. We can not assure you that we will be
able to hire and retain qualified management personnel.
TECHNOLOGICAL CHANGES COULD DISPLACE THE WIRELINE SYSTEMS WE DESIGN, CONSTRUCT
AND MAINTAIN.
The telecommunications industry is subject to rapid changes in
technology. Wireless technologies such as direct broadcast satellite television
and cellular telephony could displace the wireline systems used for the
transmission of video, voice and data. If the use of those wireless technologies
increases over the long term it could have an adverse effect on our wireline
operations.
SOME OF OUR OPERATIONS ARE SEASONAL, EXPOSING US TO VARIABLE QUARTERLY RESULTS.
Our external network services business is seasonal, meaning that we
experience reduced revenue in the first and fourth quarters of each year
relative to other quarters. The budgetary years of many of our customers end in
December. As a result of the end of their budgetary years, our
telecommunications and other utility customers, and particularly our incumbent
local exchange customers, typically reduce their expenditures and work order
requests towards the end of the year. The onset of winter also affects our
ability to render external networks in certain regions of the United States.
Our quarterly results may also vary as a consequence of winning major
contracts. Those contracts typically require significant start-up costs in one
quarterly period, but we typically do not realize the benefit of the contractual
revenue until subsequent periods. The completion of major contracts may affect
our quarterly results for similar reasons. In addition, the amount and type of
work that we perform at any given time and the general mix of customers for
which we perform work can vary significantly from quarter to quarter, affecting
our quarterly results.
MANY OF OUR CONTRACTS ARE SHORT-TERM, AND FAILING TO RENEW OUR CONTRACTS COULD
ADVERSELY AFFECT US.
We provide a significant portion of our services on a non-recurring,
project by project basis under contracts of relatively short duration, typically
less than one year. Many of our contracts, including most of our master
contracts and our contracts with our public utility customers, may be canceled
by the customer without notice or on relatively short notice, typically 90 to
180 days, even if we are not in default under the contract. Many of our
contracts, including our master contracts, also are opened to public bid at the
expiration of their terms, and we can not assure you that we will be the
successful bidder on our existing contracts that come up for bid. If our
customers cancel a significant number of contracts or if we fail to win a
significant number of our existing contracts upon re-bid we could experience a
material adverse effect on our results of operations and financial condition.
WE ARE ATTEMPTING TO DISPOSE OF OUR NON-CORE ASSETS.
We currently have investments in a number of non-core assets, including
o non-operating real estate,
o an interest in an Argentine cable television operator,
o an interest in an Ecuadorian cellular telephone company, and
o a voice and data teleport facility.
We are exploring ways to maximize the value of these assets. We can not assure
you that we will be successful in achieving any proposed methods, and even if we
do achieve one or more of those the proposed methods it may result in a charge,
loss or tax liability to us.
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WE ARE CONTROLLED BY A SMALL NUMBER OF OUR EXISTING SHAREHOLDERS.
Jorge Mas, our Chairman, President and Chief Executive Officer, and
other members of his family beneficially own more than 50% of the outstanding
shares of our common stock. They have the power to control our management and
affairs.
OUR CREDIT FACILITY AND SENIOR NOTES IMPOSE RESTRICTIONS ON US.
We have a credit facility with a group of financial institutions led by
BankBoston, N.A. and have outstanding our 7.75 % Senior Subordinated Notes due
2008. The terms of this indebtedness contain customary events of default and
covenants which prohibit us from taking certain actions without the consent of
the lenders.
The prohibited actions include, among other things:
o making investments in excess of specified amounts,
o incurring additional indebtedness in excess of a specified amount,
o paying in excess of a specified amount,
o making capital expenditures in excess of a specified amount,
o creating liens, o prepaying our other indebtedness, including the
senior notes and o engaging in certain mergers or combinations
Our credit facility also requires us to maintain certain financial ratio
coverages. It requires us to maintain, among other things, minimum ratios at the
end of each fiscal quarter of debt to earnings and of earnings to interest
expense.
Events which are beyond our control may affect our ability to comply
with these provisions. If we breach any of these covenants we could be in
default under the credit facility and under the indenture relating to the senior
notes. A default would accelerate the indebtedness. In addition, these covenants
may significantly restrict our ability to respond to changing business and
economic conditions or to secure additional financing, if needed, and may
prevent us from engaging in transactions that might otherwise be considered
beneficial to us.
INFORMATION ABOUT US
We are one of the preeminent builders of internal and external voice,
video, data, internet and other computer and communications networks for leading
telecommunications service providers, cable television operators, Fortune 500
corporations and power companies. We design, install, construct and maintain
aerial, underground and buried copper, coaxial and fiber optic cable networks as
well as wireless antenna networks. Our external network services clients include
major domestic and international telecommunication service providers, incumbent
and competitive local exchange carriers, cable television operators,
long-distance carriers and wireless phone companies. We also provides external
network services to the electric power industry that are similar to the services
we provide to our telecommunications customers. Additionally, we design, install
and maintain integrated local and wide area networks and provide systems
integration and other value added services for our corporate customers and other
organizations with multiple locations.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy the reports, statements and other information that we file, at the SEC's
Public Reference Room at 450 Fifth Street, N.W., in Washington, D.C. Please call
the SEC at 1-800-SEC-0330 for further information on their Public Reference
Room. Our SEC filings are also available from the New York Stock Exchange, from
commercial document retrieval services and from the internet site maintained by
the SEC at http://www.sec.gov. Information about us is also available at our
internet site at http://www.mastec.com.
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The SEC allows us to "incorporate by reference" in this prospectus the
information that we file with the SEC. This means that we may list our SEC
filings containing important disclosures rather than repeating them in full in
this prospectus. We incorporate by reference in this prospectus important
business and financial information about us that we have not included in this
prospectus. In addition, our filings with the SEC after the date of this
prospectus will update the information in this prospectus and the incorporated
filings. Our later filings also will be considered to be included in this
prospectus. We will provide you with a copy of any or all of the documents
incorporated by reference in this prospectus without charge. Direct your request
for copies to MasTec, Inc., 3155 N.W. 77th Avenue, Miami, Florida 33122-1205,
telephone (305) 406-1813, Attention: Nancy J. Damon, Corporate Secretary. To
obtain timely delivery, you must request the information no later than five
business days before the date that you must make your investment decision.
The documents which we incorporate by reference consist of the documents
listed below and any future filings which we make with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended:
o Our annual report on Form 10-K for the year ended December 31,
1998.
o Our quarterly report on Form 10-Q for the quarterly period ended
March 31, 1999.
o Our definitive proxy statement filed on April 7, 1999.
o The description of our common stock in our current report on Form
8-K filed on June 29, 1998.
For information about us, you should rely only on the information
contained in this prospectus or incorporated in this prospectus by reference. We
have not authorized anyone else to provide you with different or additional
information. The information in this prospectus is accurate as of the date of
the prospectus. We will update this information by means of supplemental or
revised prospectuses, and by the future filing of our reports with the SEC,
described above.
THE OFFERING
This prospectus relates to 2,796,009 shares of our common stock that we
may offer and issue when we acquire assets, businesses or securities, by
purchase, merger or any other form of business combination. We expect that the
price of the stock which we issue in connection with these acquisitions will be
related to the market price of our stock at or about the time of the acquisition
agreement or the time we deliver the shares. Our representatives and the owners
or controlling persons of the assets or ownership interests that we acquire will
determine the terms of the acquisitions.
We do not expect that we will pay underwriting discounts or commissions,
except that we may pay finder's fees from time to time in connection with
specific acquisitions. The SEC may consider any person or entity that receives a
finder's fee to be an "underwriter" within the meaning of the Securities Act of
1933. The SEC also may consider any profit on the resale of shares of common
stock purchased by persons or entities receiving finder's fees to be
underwriting commissions or discounts under the Securities Act.
LEGAL MATTERS
Our legal counsel, Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A., has given us a legal opinion regarding the validity of the common stock
that we are offering by this prospectus.
EXPERTS
The financial statements incorporated in this prospectus by reference to
our Annual Report on Form 10-K for the year ended December 31, 1998, except as
they relate to Sintel, S.A., have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, and, insofar as they
relate to Sintel, S.A., have been so incorporated in reliance on the report of
Arthur Andersen, independent accountants, whose reports are
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incorporated in this prospectus by reference to our Annual Report on Form 10-K
for the year ended December 31, 1998. Such financial statements and reports have
been incorporated by reference given on the authority of such firms as experts
in auditing and accounting.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0831 of the Florida Business Corporation Act (the
"Florida Act") provides that a director is not personally liable for monetary
damages to the corporation or any person for any statement, vote, decision or
failure to act regarding corporate management or policy, by a director, unless:
(a) the director breached or failed to perform his duties as a director; and (b)
the director's breach of, or failure to perform, those duties constitutes: (i) a
violation of criminal law unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (iii) a circumstance under
which the director is liable for an improper distribution; (iv) in a proceeding
by, or in the right of the corporation to procure a judgment in its favor or by
or in the right of a shareholder, conscious disregard for the best interests of
the corporation, or willful misconduct; or (v) in a proceeding by or in the
right of someone other than the corporation or a shareholder, recklessness or an
act or omission which was committed in bad faith or with malicious purpose or in
a manner exhibiting wanton and willful disregard of human rights, safety or
property.
Section 607.0850 of the Florida Act provides that a corporation shall
have the power to indemnify any person who was or is a party to any proceeding
(other than an action by, or in the right of, the corporation), by reason of the
fact that he is or was a director, officer or employee or agent of the
corporation, against liability incurred in connection with such proceeding if he
acted in good faith and in a manner 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, had no reasonable cause to believe his conduct
was unlawful. Section 607.0850 also provides that a corporation shall have the
power to indemnify any person, who was or is a party to any proceeding by, or in
the right of, the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof.
Section 607.0850 further provides that such indemnification shall be authorized
if such person acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation, except that no
indemnification shall be made under this provision in respect of any claim,
issue, or matter as to which such person shall have been adjudged to be liable
unless, and only to the extent that, the court in which such proceeding was
brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Section 607.0850
further provides that to the extent that a director, officer, employee or agent
has been successful on the merits or otherwise in defense of any of the
foregoing proceedings, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses actually and reasonably incurred by him in
connection therewith. Under Section 607.0850, any indemnification under the
foregoing provisions, unless pursuant to a determination by a court, shall be
made by the corporation only as authorized in the specific case upon a
determination that the indemnification of the director, officer, employee or
agent is proper under the circumstances because he has met the applicable
standard of conduct. Notwithstanding the failure of a corporation to provide
such indemnification, and despite any contrary determination by the corporation
in a specific case, a director, officer, employee or agent of the corporation
who is or was a party to a proceeding may apply for indemnification to the
appropriate court and such court may order indemnification if it determines that
such person is entitled to indemnification under the applicable standard.
Section 607.0850 also provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of Section 607.0850.
The Registrant's Articles of Incorporation provide that the Registrant
shall indemnify to the fullest extent authorized by the Florida Act, each person
who is involved in any litigation or other proceeding because such person is or
was a director or officer of the Registrant, against all expense, loss or
liability reasonably incurred or suffered in connection therewith. The
Registrant'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
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Registrant 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.
The Registrant has obtained primary and excess insurance policies
insuring the directors and officers of the Registrant 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 Registrant, may
also pay amounts for which the Registrant 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:
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson P.A.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen
23.3 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
(included in Exhibit 5.1 above)
24.1 Power of Attorney (included in the signature page of this Registration
Statement)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on May 26, 1999.
MASTEC, INC.
/S/CARMEN M. SABATER
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Carmen M. Sabater
Senior Vice President and Chief
Financial Officer (Principal
Financial Officer)
/S/ARLENE VARGAS
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Arlene Vargas
Vice President and Controller
(Principal Accounting Officer)
POWER OF ATTORNEY
The undersigned directors and officers of MasTec, Inc. hereby constitute
and appoint Carmen M. Sabater and Jose M. Sariego, and each of them with full
power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys in fact with full power to execute
in our name and behalf in the capacities indicated below this Registration
Statement on Form S-4 and any and all amendments and supplements thereto and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission and hereby ratify and
confirm all that such attorneys in fact, or any of them, or their substitutes
shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
<S> <C> <C>
/S/JORGE MAS Chairman of the Board of Directors May 26, 1999
- ----------------------------- and Chief Executive Officer
Jorge Mas (Principal Executive Officer)
/S/JOEL TOMAS CITRON Vice Chairman of the Board of Directors May 26, 1999
- ----------------------------- and President
Joel Tomas Citron
/S/ELIOT C. ABBOTT Director May 26, 1999
- -----------------------------
Eliot C. Abbott
- -----------------------------
Arthur B. Laffer
/S/JOSE S. SORZANO Director May 26, 1999
- -----------------------------
Jose S. Sorzano
</TABLE>
II-3
<PAGE>
EXHIBIT LIST
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen
23.3 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
(Included in Exhibit 5.1 above)
II-4
EXHIBIT 5.1
LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
---------
MIAMI (305) 789-3200 o BROWARD (954) 463-5440
FAX (305) 789-3395
<TABLE>
<CAPTION>
<S> <C> <C> <C>
E. RICHARD ALHADEFF THEODORE A. JEWELL BETTY CHANG ROWE OWEN S. FREED
LOUISE JACOWITZ ALLEN SHARON LEE JOHNSON STEVEN D. RUBIN SENIOR COUNSEL
STUART D. AMES MICHAEL I. KEYES MIMI L. SALL
LAWRENCE J. BAILIN ROBERT T. KOFMAN NICOLE S. SAYFIE DAVID M. SMITH
AMANDA C. BARRY CHAD K. LANG RICHARD E. SCHATZ LAND USE CONSULTANT
PATRICK A. BARRY PAUL TAGER LEHR LESTER E. SEGAL
SHAWN BAYNE VERNON L. LEWIS DAVID M. SEIFER
SUSAN FLEMING BENNETT TERRY M. LOVELL JOSE G. SEPULVEDA TAMPA OFFICE
LISA K. BERG JOY SPILLIS LUNDEEN JAY B. SHAPIRO SUITE 2200
MARK J. BERNET GEOFFREY MacDONALD MARTIN S. SIMKOVIC SUNTRUST FINANCIAL CENTRE
HANS C. BEYER MICHAEL C. MARSH CURTIS H. SITTERSON 401 EAST JACKSON STREET
STEPHEN R. CALKINS BRIAN J. McDONOUGH RONNI D. SOLOMON TAMPA, FLORIDA 33602
ELLEN I. CHO ANTONIO R. MENENDEZ MARK D. SOLOV
SETH THOMAS CRAINE FRANCISCO J. MENENDEZ EUGENE E. STEARNS (813) 223-4800
PETER L. DESIDERIO ALISON W. MILLER JENNIFER D. STEARNS
MARK P. DIKEMAN VICKI LYNN MONROE BRADFORD SWING
DREW M. DILLWORTH HAROLD D. MOOREFIELD, JR. SUSAN J. TOEPFER FORT LAUDERDALE OFFICE
SHARON QUINN DIXON JOHN N. MURATIDES ANNETTE TORRES SUITE 1900
ALAN H. FEIN JOHN K. OLSON DENNIS R. TURNER 200 EAST BROWARD BOULEVARD
ANGELO M. FILIPPI JAY P. W. PHILP RONALD L. WEAVER FORT LAUDERDALE, FLORIDA 33301
ANDREA F. FISHER KARA E. PLUNKETT ROBERT I. WEISSLER
ROBERT E. GALLAGHER, JR. DAVID C. POLLACK PATRICIA G. WELLES (954) 462-9500
CHAVA E. GENET DARRIN J. QUAM THOMAS H. WILLIAMS, JR.
LATASHA A. GETHERS JOHN M. RAWICZ MARTIN B. WOODS
PATRICIA K. GREEN PATRICIA A. REDMOND
JOSEPH K. HALL ELIZABETH G. RICE
ALICE R. HUNEYCUTT GLENN M. RISSMAN
RICHARD B. JACKSON DAVID A. ROTHSTEIN
</TABLE>
May 25, 1999
Mr. Jose M. Sariego
Senior Vice President - General Counsel
MasTec, Inc.
3155 N.W. 77th Avenue
Miami, Florida 33122-1205
Re: Registration Statement on Form S-4
(REGISTRATION NO. 333- ) OF MASTEC, INC.
Dear Mr. Sariego:
As counsel to MasTec, Inc., a Florida corporation (the "Corporation"),
we have examined the Articles of Incorporation and Bylaws of the Corporation, as
well as such other documents and proceedings as we have considered necessary for
the purposes of this opinion. We have also examined and are familiar with the
above referenced registration statement relating to the sale by the Corporation
of up to 2,000,000 shares of the Corporation's common stock, par value $.10 per
share (the "Shares").
In rendering this opinion, we have assumed, without independent
investigation: (i) the authenticity of all documents submitted to us as
originals; (ii) the conformity to original documents of all documents submitted
to us as certified or photostatic copies and (iii) the genuineness of all
signatures. In addition, as to questions of fact material to the opinions
expressed herein, we have relied upon such certificates of public officials,
corporate agents and officers of the Corporation and such other certificates as
we deemed relevant.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
<PAGE>
Mr. Jose M. Sariego
May 25, 1999
Page 2
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that following the issuance and
delivery of the Shares by the Corporation, against payment of adequate
consideration therefor to the Corporation, the Shares will be validly issued,
fully paid and non-assessable.
This opinion is intended solely for the Corporation's use in connection
with the registration of the Shares and may not be relied upon for any other
purpose or by any other person. This opinion may not be quoted in whole or in
part or otherwise referred to or furnished to any other person except in
response to a valid subpoena. This opinion is limited to the matters expressly
stated herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein. This opinion is rendered as of the date hereof, and we
assume no obligation to update or supplement such opinion to reflect any facts
or circumstances that may hereafter come to our attention or any changes in
facts or law that may hereafter occur. We hereby consent to the inclusion of
this opinion letter as an exhibit to the Registration Statement.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of MasTec, Inc. of our report dated February 10, 1999
relating to the financial statements appearing in MasTec, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Miami, Florida
May 21, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of MasTec, Inc. of our report dated March 31, 1999
relating to the financial statements appearing in MasTec, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
Arthur Andersen
Madrid, Spain
May 21, 1999
