SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
MasTec, Inc.
-----------------------------------------------
(Name of Registrant as Specified in its Charter)
N/A
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<PAGE>
[MASTEC LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 25, 1999
To our shareholders:
The 1999 Annual Meeting of Shareholders of MasTec, Inc. will be held on
Tuesday, May 25, 1999, at 9:30 A.M., local time, at the Hotel Sofitel, 5800 Blue
Lagoon Drive, Miami, Florida. At the Annual Meeting, shareholders will be asked
to vote on the following proposals:
* The election of two Class I directors for terms expiring in 2002;
* Such other business as may properly be brought before the Annual Meeting.
Each of these proposals is discussed more fully in the Proxy Statement
accompanying this notice. Only shareholders of record at the close of business
on March 29, 1999 are entitled to vote at the Annual Meeting. Shareholders,
including those whose shares are held by a brokerage firm or in "street" name,
will be asked to verify their shareholder status as of the record date upon
entrance to the meeting. Accordingly, shareholders (or their legal
representatives) attending the Annual Meeting should bring some form of
identification to the meeting evidencing shareholder status as of the record
date and, in the case of a person attending the meeting on behalf of a
shareholder, the representative's right to represent the shareholder at the
meeting.
All shareholders are cordially invited to attend the Annual Meeting in
person. However, to assure that your stock is represented at the meeting in case
you are not personally present, you are requested to mark, sign, date and return
the enclosed proxy card as promptly as possible in the envelope provided. YOU
MAY NOT VOTE YOUR SHARES OF STOCK AT THE ANNUAL MEETING UNLESS YOU ARE PRESENT
IN PERSON OR REPRESENTED BY PROXY. Shareholders attending the Annual Meeting may
vote in person even if they have previously returned a proxy card.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ NANCY J. DAMON
----------------------------------
Nancy J. Damon
Corporate Secretary
Miami, Florida
April 14, 1999
<PAGE>
[MASTEC LOGO]
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS
May 25, 1999
--------------------
GENERAL
The Board of Directors of MasTec, Inc. ("MasTec") is furnishing this Proxy
Statement to solicit proxies for use at the 1999 Annual Meeting of Shareholders
of MasTec to be held at the Hotel Sofitel, 5800 Blue Lagoon Drive, Miami,
Florida 33126, on Tuesday, May 25, 1999, at 9:30 A.M., local time.
At the Annual Meeting, shareholders will be requested to vote upon the
following matters, each of which is described in greater detail elsewhere in
this Proxy Statement:
* The election of two Class I directors for terms expiring in 2002;
* Such other business as may properly be brought before the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES
FOR ELECTION AS A CLASS I DIRECTOR SET FORTH IN THIS PROXY STATEMENT.
This Proxy Statement and accompanying proxy and other materials is first
being mailed on or about April 14, 1999 to shareholders of record on March 29,
1999. Only shareholders of record at the close of business on March 29, 1999 are
entitled to vote at the Annual Meeting. If you are not present in person at the
Annual Meeting, your shares can be voted only when represented by proxy. The
shares represented by your proxy will be voted in accordance with your
instructions only if you properly complete, sign, date and return the
accompanying proxy card to the Secretary of MasTec prior to the Annual Meeting.
If no direction is given on a proxy, the shares represented by the proxy will be
voted for the election of all nominees for director and in the discretion of the
holder of the proxy on all other matters that may properly come before the
Annual Meeting. A proxy given pursuant to this solicitation may be revoked at
any time prior to its exercise by written notice delivered to the Secretary of
MasTec, by executing and delivering to the Secretary a proxy with a later date,
or by attending the Annual Meeting and voting in person. Attendance at the
Annual Meeting will not, in itself, constitute revocation of a proxy.
MasTec's only class of voting securities is its Common Stock, $.10 par
value ("Common Stock"). At March 29, 1999, there were 27,341,385 shares of
Common Stock outstanding, which is the only class of capital stock of MasTec
outstanding, and 4,687 record shareholders, which does not include shareholders
whose shares are held by a brokerage firm or otherwise in "street name."
<PAGE>
Each share of Common Stock entitles the holder to one vote on all matters
properly brought before the Annual Meeting. The presence, in person or by proxy,
of a majority of the shares entitled to be cast is necessary to constitute a
quorum at the Annual Meeting for any matter to be voted on at the meeting. If a
quorum is present, directors are elected by a plurality of the shares of Common
Stock voting in person or by proxy at the Annual Meeting, with the directors
receiving the highest number of votes being elected to the Board of Directors.
Shares that are entitled to vote but that are not voted at the direction of
the beneficial owner ("abstentions"), shares represented by proxies or ballots
that are marked "withhold authority" with respect to the election of any nominee
for election as a director, and votes withheld by brokers in the absence of
instruction from beneficial holders ("broker nonvotes") will be counted for the
purpose of determining whether there is a quorum for the transaction of business
at the Annual Meeting. In determining whether a nominee for director has
received a plurality of the shares voted, abstentions, withheld votes and broker
nonvotes will be disregarded and will have no effect on the outcome of the vote.
Jorge Mas, MasTec's Chairman of the Board, President and Chief Executive
Officer, and members of his family, beneficially own in the aggregate more than
50% of the outstanding Common Stock of MasTec. Jorge Mas has informed MasTec
that he and his family members intend to vote their shares of Common Stock in
favor of the election of the nominees for election as Class I directors, thus
assuring their election.
ELECTION OF DIRECTORS
The first matter that shareholders will be asked to vote upon at the Annual
Meeting is the election of two Class I directors for terms expiring at the
annual meeting of shareholders in the year 2002. The Board of Directors
currently is comprised of five directors elected in three classes, with two
Class I, one Class II, and two Class III directors. Directors in each class hold
office for three-year terms. The terms of the classes are staggered so that the
term of one class terminates each year. The terms of the current Class I
directors expire at the Annual Meeting; if elected, the nominees for Class I
directors will serve until the annual shareholders meeting in 2002. The term of
the Class II director expires at the annual shareholders meeting in 2000 and the
terms of the Class III directors expire at the annual shareholders meeting in
2001.
The Nominating Committee of the Board of Directors has nominated the
following individuals for election as the Class I directors to be elected at the
Annual Meeting:
Jorge Mas, a member of the Board of Directors since March 1994; and
Joel-Tomas Citron, a member of the Board of Directors since January 1998.
<PAGE>
Additional background information regarding each of these nominees is
provided below. MasTec has no reason to believe that any of these nominees will
refuse or be unable to serve as a director if elected; however, if any of the
nominees is not able to serve, each proxy that does not direct otherwise will be
voted for a substitute nominee designated by the Board of Directors.
The election of directors requires the affirmative vote of a plurality of
the shares of Common Stock voting in person or by proxy at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES NAMED
ABOVE. UNLESS OTHERWISE INDICATED, THE ACCOMPANYING FORM OF PROXY WILL BE VOTED
FOR THE ELECTION OF EACH OF THE NOMINEES FOR ELECTION AS A CLASS I DIRECTOR
NAMED ABOVE.
INFORMATION AS TO NOMINEES AND OTHER DIRECTORS
NOMINEES FOR CLASS I DIRECTOR
JORGE MAS, 36, has been President, Chief Executive Officer and a director
of MasTec since March 1994 and was elected Chairman of the Board of Directors of
MasTec in January 1998. Prior to March 1994, Mr. Mas served as the President and
Chief Executive Officer of Church & Tower, Inc., MasTec's predecessor. In
addition, Mr. Mas is the Chairman of the Board of Directors of Neff Corporation,
a publicly-held construction equipment sales and leasing company, is involved in
several real estate holding companies and has served on the Board of Directors
of First Union National Bank since April 1998. Mr. Mas also has been Vice
Chairman of the Cuban American National Foundation, a not-for-profit
organization, since July, 1998.
JOEL-TOMAS CITRON, 36, has been a member of the Board of Directors of
MasTec since January 1998 and was elected Vice Chairman of the Board of
Directors in November 1998. Mr. Citron was the managing partner of Triscope
Capital LLC, a private investment partnership from January 1998 until December
1998; Chairman of the Board of Directors of the United States subsidiary of
Proventus AB, a privately held investment company based in Stockholm, Sweden,
and a member of the Executive Committee of the group from January 1992 until
December 1997; a member of the Board of Directors of Neff Corporation from
October 1998 until the present; Chairman of the Board of Directors of American
Information Systems, Inc., a provider of intranet and internet systems solutions
from September 1996 until January 1999; and a member of the Board of Directors
of Nesuah Zannex Limited, a publicly-traded full service Israeli securities
firm, from May 1998 until February 1999.
CLASS II DIRECTOR
ELIOT C. ABBOTT, 49, has been a member of the Board of Directors since
March 1994. Since February 1, 1997, Mr. Abbott has been a partner in the Miami
law firm of Kluger, Peretz, Kaplan & Berlin, P.A. From October 1, 1995 to
January 31, 1997, Mr. Abbott was a member of the New York law firm of Kelley
Drye & Warren. From 1976 until September 30, 1995, Mr. Abbott was a shareholder
in the Miami law firm of Carlos & Abbott.
<PAGE>
CLASS III DIRECTORS
ARTHUR B. LAFFER, 58, has been a member of the Board of Directors since
March 1994. Mr. Laffer has been Chairman of the Board of Directors of Laffer
Associates, an economic research and financial consulting firm, since 1979;
Chief Executive Officer, Laffer Advisors Inc., an investment advisor and
broker-dealer, since 1981; and Chairman of the Board of Directors, Calport Asset
Management, a money management firm, since 1992. Mr. Laffer is a director of
U.S. Filter Corporation, Nicholas Applegate Mutual Funds, Oxigene, Inc., Neff
Corporation and Coinmach Laundry Corporation.
JOSE S. SORZANO, 58, has been a member of the Board of Directors since
October 1994. Mr. Sorzano has been Chairman of the Board of Directors of The
Austin Group, Inc., an international corporate consulting firm, since 1989. Mr.
Sorzano was also Special Assistant to the President for National Security
Affairs from 1987 to 1988; Associate Professor of Government, Georgetown
University, from 1969 to 1987; President, Cuban American National Foundation,
from 1985 to 1987; and Ambassador and U.S. Deputy to the United Nations from
1983 to 1985.
OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS
BOARD AND COMMITTEE MEETINGS
During 1998, the Board of Directors met or acted by unanimous written
consent on 21 occasions. Each of the directors attended at least 75% of the
aggregate number of Board meetings and meetings of committees of which such
director is a member.
There are four standing committees of the Board of Directors: the Audit
Committee, the Executive Committee, the Compensation and Stock Option Committee,
and the Nominating Committee.
The Audit Committee is composed of Mr. Laffer, who serves as Chairman, and
Messrs. Abbott and Sorzano. The Audit Committee is charged, among other things,
with:
* Reviewing and recommending to the Board of Directors the independent
auditors to be selected to audit the financial statements of MasTec;
* Reviewing the scope of the proposed annual audit for the current year and
the audit procedures to be applied, including approving the annual audit
fee proposal from the independent auditors;
* Reviewing the completed audit, including any comments or recommendations by
the independent auditors, and monitoring the implementation of any
recommendations adopted by the committee;
* Reviewing the adequacy and effectiveness of MasTec's accounting and
financial controls;
* Reviewing the internal audit function of MasTec; and
* Investigating any matter brought to its attention within the scope of its
duties, including retaining independent counsel, accountants and others to
assist it in its investigations.
<PAGE>
During 1998, the Audit Committee met on eight occasions.
The Executive Committee is composed of Arthur B. Laffer, who serves as
Chairman, and Messrs. Joel-Tomas Citron and Jorge Mas. The principal function of
the Executive Committee is to act for the Board of Directors when action is
required between full Board meetings. During 1998, the Executive Committee met
on six occasions.
The Compensation and Stock Option Committee (the "Compensation Committee")
is composed of Mr. Laffer, who serves as Chairman, and Mr. Sorzano. The
Compensation Committee is charged with determining compensation packages for the
Chief Executive Officer and the other senior management of MasTec, establishing
salaries, bonuses and other compensation for MasTec's other officers,
administering MasTec's 1997 Annual Compensation Plan, 1997 Non-Qualified
Employee Stock Purchase Plan, 1994 Stock Incentive Plan and 1994 Stock Option
Plan for Non-Employee Directors (collectively, the "Plans") and recommending to
the Board of Directors changes to the Plans. During 1998, the Compensation
Committee met or acted by unanimous written consent on 18 occasions.
The Nominating Committee is composed of Mr. Abbott, who serves as Chairman,
and Mr. Mas. The Nominating Committee, which met on two occasions during 1998,
recommends to the Board of Directors candidates for election to the Board of
Directors. The Nominating Committee considers candidates recommended by the
shareholders pursuant to written applications submitted to the Secretary.
Shareholder proposals for nominees should include biographical and other
information regarding the proposed nominee sufficient to comply with applicable
disclosure rules and a statement from the shareholder as to the qualifications
and willingness of the candidate to serve on MasTec's Board of Directors.
COMPENSATION OF DIRECTORS
Directors of MasTec who are not employees of MasTec or of any subsidiary
are paid an annual retainer of $20,000, payable in Common Stock. In addition,
under the 1994 Stock Option Plan for Non-Employee Directors, non-employee
directors are eligible to receive options to purchase up to 15,000 shares of
Common Stock annually at an exercise price equal to the fair market value of the
Common Stock on the date of grant. Directors of MasTec who are also employees of
MasTec do not receive fees or retainers for serving as directors.
EMPLOYMENT AGREEMENT
Effective November 18, 1998, MasTec entered into an Employment Agreement
(the "Agreement") with Joel-Tomas Citron relating to his employment as the Vice
Chairman of the Board of Directors. The Agreement provides that Mr. Citron will
have day-to-day oversight of the business of MasTec. The Agreement is for a term
of two years unless terminated, and provides that Mr. Citron will be paid an
annual salary of not less than $300,000. The Agreement further provides for
payment of a $100,000 fee by MasTec as compensation for services rendered to
MasTec prior to the Agreement, and a grant of options to purchase 250,000 shares
of Common Stock at exercise prices of $20.5625 and $20.7813 per share. The
<PAGE>
Agreement also provides for a bonus to be paid contingent upon MasTec's
performance and stock price. Additionally, if there is a change of control of
MasTec during Mr. Citron's employment term or within 180 days thereafter, Mr.
Citron will be entitled to all of the unpaid portion of his salary and any bonus
earned or awarded for the year in which the change of control occurs and to
certain payments based on stock price levels. Pursuant to the Agreement, MasTec
has agreed to use its best efforts to assure that Mr. Citron is elected a member
of MasTec's Board of Directors.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership as of March 29,
1999 of Common Stock by (a) each person known to MasTec to beneficially own more
than 5% thereof, (b) each director of MasTec and each Named Executive Officer
(as defined under the caption "Executive Compensation" below), and (c) all
executive officers and directors of MasTec as a group. Unless otherwise
indicated, each named shareholder has sole voting and investment power with
respect to the shares beneficially owned by the shareholder.
NAME COMMON STOCK OWNED PERCENTAGE
- --------------------------- ------------------ ----------
Jorge Mas ................. 13,923,726 (1) 51%
Eliot C. Abbott ........... 34,506 (2) *
Joel-Tomas Citron ......... 222,811 (2) *
Arthur B. Laffer .......... 124,256 (2) *
Jose S. Sorzano ........... 31,256 (2) *
Henry N. Adorno ........... 67,221 (2)(3) *
Jose Sariego .............. 16,601 (2) *
Ismael Perera ............. 93,260 (2)(3) *
Carlos A. Valdes .......... 67,734 (2)(3) *
Carmen Sabater ............ 17,625 (2) *
American Express Company,
American Express Financial
Corporation and
Growth Portfolio (4) ....... 2,179,750 (4) 8%
All executive officers and
directors as a group
(13 persons) .............. 14,601,720 (2) 53%
- --------------------
<PAGE>
(1) Includes 7,890,811 owned directly by the Jorge L. Mas Canosa Holdings I
Limited Partnership (the "Family Partnership"), and indirectly by Jorge
Mas, as the sole officer and director of Jorge L. Mas Holdings Corporation,
a Texas corporation, the sole general partner of the Family Partnership;
and 5,587,311 shares owned of record by Jorge Mas Holdings I Limited
Partnership, a Texas limited partnership ("Jorge Mas Holdings"). The sole
general partner of Jorge Mas Holdings is Jorge Mas Holdings Corporation, a
Texas corporation that is wholly-owned by Mr. Mas. Also includes 188,447
shares owned of record by the Mas Family Foundation, a Florida
not-for-profit corporation (the "Family Foundation"); 157,000 shares
covered by options exercisable within 60 days of March 29, 1999; and
100,157 shares owned of record individually. Mr. Mas disclaim beneficial
ownership of the shares held by the Family Partnership except to the extent
of his pecuniary interest therein, and disclaims beneficial ownership of
all of the shares owned by the Family Foundation.
(2) The amounts shown include shares covered by options exercisable within 60
days of March 29, 1999 as follows: Eliot C. Abbott, 33,584 shares;
Joel-Tomas Citron, 219,008 shares; Arthur B. Laffer, 33,334 shares; Jose S.
Sorzano, 30,334 shares; Henry N. Adorno, 50,000 shares; Jose Sariego, 9,200
shares; Carmen Sabater, 14,500 shares; Ismael Perera, 39,460 shares; and
Carlos A. Valdes, 50,430 shares.
(3) Messrs. Adorno, Perera and Valdes are no longer executive officers of
MasTec. Mr. Valdes, however, is the president of MasTec's internal networks
services division.
(4) American Express Company ("AMEX"), American Express Financial Advisors
("AMEXFA") and Growth Portfolio ("GP") filed a Schedule 13G dated December
31, 1998 with the SEC reporting beneficial ownership of more than 5% of
MasTec's Common Stock. As reported in the Schedule 13G, GP possesses sole
voting power with respect to 1,800,000 shares and AMEX and AMEXFA possess
shared voting power with respect to 379,750 shares. As reported in the
Schedule 13G, AMEX and AMEXFA possess shared dispositive power with respect
to 2,179,750 shares, with respect to 1,800,000 of which GP also possesses
shared dispositive power.
* Less than 1%
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely upon a review of the copies of the forms furnished to MasTec,
MasTec believes that during the year ended December 31, 1998, all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934
applicable to its officers, directors and greater than 10% beneficial owners
were complied with on a timely basis, except that Mr. Adorno filed a Report on
Form 3 on February 3, 1998 for election as an officer on January 15, 1998, Mr.
Citron filed a Report of Form 4 on January 13, 1999 for the grant of options to
purchase 250,000 shares of Common Stock on November 18, 1998 and the grant of
118 shares of Common Stock on December 31, 1998; and Messrs. Mas, Perera,
Sariego, and Valdes filed Reports on Form 4 on April 8, 1998 for option grants
respectively of 50,000 shares, 20,000 shares, 8,000 shares and 8,000 shares on
December 29, 1997 replacing original stock option grants on March 17, 1997.
<PAGE>
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
establishing and administering the policies for MasTec's compensation program
and for approving the compensation levels of the executive officers of MasTec,
including its Chief Executive Officer. The Compensation Committee also reviews
with the Chief Executive Officer guidelines for salaries and aggregate bonus
awards applicable to MasTec's employees other than its executive officers.
During 1998, the Compensation Committee was composed of Arthur B. Laffer and
Jose S. Sorzano, both of whom are non-employee directors of MasTec and
"disinterested directors" for purposes of Section 162(m) of the Internal Revenue
Code of 1986.
STATEMENT OF PHILOSOPHY OF EXECUTIVE COMPENSATION
The compensation program of MasTec is designed to (a) attract and retain
talented executives by providing base compensation reasonably comparable to that
offered by other leading companies to their executive officers, (b) motivate
executive officers to achieve the strategic goals set by MasTec by linking an
officer's incentive compensation to the performance of MasTec and applicable
business units, as well as to individual performance, and (c) align the
interests of its executives with the long-term interests of MasTec's
shareholders through the award of stock options and other stock-related
programs. To implement this philosophy, MasTec offers its executive officers
compensation packages that include a mix of salary, incentive bonus awards,
stock options and restricted stock.
In determining the level and form of executive compensation to be paid or
awarded, the Compensation Committee relies primarily on an assessment of
MasTec's overall performance in light of its strategic objectives rather than on
any single quantitative or qualitative measure of performance. The Compensation
Committee considered principally MasTec's net loss in 1998 in establishing 1998
compensation, although the Compensation Committee also considered the
performance of particular units and individual performances.
SALARY AND INCENTIVE BONUS
The base salary of executive officers is determined initially by analyzing
and evaluating the responsibilities of the position and comparing the proposed
base salary with that of officers in comparable positions in other companies.
For 1998 performance, the Compensation Committee increased the base salary of
certain executive officers of MasTec principally to adjust to current comparable
levels.
<PAGE>
In addition to paying a base salary, MasTec awards incentive bonuses as a
component of overall compensation. Bonus awards are made after considering the
performance of the executive officer's area of responsibility or the operating
unit under his control, if any, and the financial performance of MasTec. The
Compensation Committee in 1998 did not recommend the award of bonuses to
MasTec's executive officers, including the Named Executive Officers, for 1998
performance.
STOCK INCENTIVE PLAN
Long-term incentive compensation for executives consists of stock-based
awards made under MasTec's Stock Incentive Plan. The Stock Incentive Plan
provides for the granting of options to purchase Common Stock to key employees
at exercise prices equal to the fair market value on the date of grant and for
the award of restricted stock. The Compensation Committee believes that the use
of stock options and restricted stock reinforces the Compensation Committee's
philosophy that management compensation should be clearly linked to shareholder
value. The Compensation Committee awards options and restricted stock to key
employees, including executive officers, based on current performance,
anticipated future contribution based on such performance, and ability to
materially impact MasTec's financial results. No stock options or restricted
stock were granted or awarded under the Stock Incentive Plan to any of the Named
Executive Officers for 1998 performance.
CEO COMPENSATION
In setting the incentive compensation for Jorge Mas, MasTec's Chairman,
President and Chief Executive Officer, the Compensation Committee reviewed
MasTec's financial performance in 1998 compared to the performance of other
companies in its industry and MasTec's prior performance, as well as the other
factors described above. Based on its review of this information, the
Compensation Committee decided not to recommend an increase in salary, the award
of an incentive bonus or the grant of stock options or restricted stock for Mr.
Mas.
Respectfully submitted,
/S/ ARTHUR B. LAFFER
----------------------
Arthur B. Laffer
/S/ JOSE S. SORZANO
----------------------
Jose S. Sorzano
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes all compensation awarded to, earned by
or paid to MasTec's Chief Executive Officer and the other most highly
compensated executive officers of MasTec whose total salary and bonus exceeded
$100,000 (together, the "Named Executive Officers") for services rendered in all
capacities to MasTec and its subsidiaries for the years ended December 31, 1998,
1997, and 1996.
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------
Annual Compensation Awards
------------------------------ -----------------------
Other Restricted Securities All Other
Annual Stock Underlying Compen-
Name and Salary Bonus Compensation Awards Options sation
Principal Position Year ($) ($)(2) (3) ($) # (4)
- ------------------ ---- ------ -------- ------------ ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Jorge Mas, Chairman of 1998 330,675 -- -- -- -- 6,000
the Board, Chief 1997 325,000 234,100 -- -- 100,000 6,000
Executive Officer and 1996 325,000 675,000 -- 500,000 50,000 3,500
President
Joel-Tomas Citron 1998 123,076 -- -- -- 250,000 --
Vice-Chairman of the 1997 -- -- -- -- -- --
Board (1) 1996 -- -- -- -- -- --
Henry N. Adorno 1998 274,662 -- 300,000(5) 351,090 100,000 --
Executive Vice 1997 -- -- -- -- -- --
President (1) 1996 -- -- -- -- -- --
Jose Sariego 1998 171,605 -- -- -- -- 880
Senior Vice 1997 150,000 84,276 -- -- 15,000 814
President (1) 1996 150,000 25,000 -- 15,000 8,000 424
Ismael Perera, 1998 209,810 -- -- -- -- 1,100
Senior Vice 1997 180,000 187,280 -- -- 15,000 721
President (1) 1996 150,000 160,000 -- 65,000 20,000 392
Carlos A. Valdes, 1998 182,385 -- -- -- -- 840
Senior Vice President 1997 150,000 152,165 -- -- 15,000 1,005
President (1) 1998 130,000 50,000 -- 20,000 8,000 490
Carmen M. Sabater 1998 174,267 -- -- -- -- 540
Senior Vice 1997 -- -- -- -- -- --
President (1) 1996 -- -- -- -- -- --
</TABLE>
- ------------------------
(1) Messrs. Adorno, Perera and Valdes were executive officers of MasTec during
1998, but are not currently executive officers of MasTec. Mr. Citron and
Ms. Sabater were elected executive officers in 1998.
(2) All of the bonuses awarded in 1997 were paid in Company Common Stock.
(3) The Named Executive Officers also received certain perquisites and personal
benefits that did not exceed applicable reporting thresholds.
(4) Represents premiums paid by MasTec for term life insurance on the lives of
the Named Executive Officers
(5) Represents a bonus paid to Mr. Adorno for joining MasTec in January 1998.
<PAGE>
AGGREGATE OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table sets forth information with respect to each exercise of
stock options during the fiscal year ended December 31, 1998 by the Named
Executive Officers and the value at December 31, 1998 of unexercised stock
options held by the Named Executive Officers.
<TABLE>
<CAPTION>
Number of Shares Underlying Value of Unexercised
Shares Unexercised Options at In-the-Money Options
Acquired On Value December 31, 1998 At December 31, 1998(1)
Exercise Realized (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------- ----------- ---------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Jorge Mas 0 0 114,000/201,000 1,040,862/1,029,238
Joel-Tomas Citron 0 0 69,444/190,556 36,238/103,646
Henry N. Adorno 0 0 50,000/50,000 1,560/1,560
Jose Sariego 0 0 13,600/28,900 85,893/86,324
Carmen M. Sabater 0 0 8,500/25,000 42,184/60,871
Ismael Perera 0 55,600/67,000 549,641/388,863
Carlos A. Valdes 15,770 $250,241 30,830/48,400 342,107/388,563
</TABLE>
- ------------------------
(1) Market value of shares underlying in-the-money options at December 31, 1998
based on the product of $21.125 per share, the fair market value of
MasTec's Common Stock on the New York Stock Exchange on December 31 1998,
less the exercise price of each option times the number of in-the-money
options as of that date.
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
MasTec's Common Stock from December 31, 1993 through December 31, 1998 with the
cumulative total return of the S & P 500 Stock Index and a company-constructed
index of (a) two peer companies consisting of Dycom Industries, Inc. and MYR
Group, Inc. (the "Old Peer Group") and (b) seven peer companies consisting of
Dycom, MYR, Able Telcom Holding Corp., Amerilink Corp., Quanta Services, Inc.,
International Fibercom, Inc. and Arguss Holdings, Inc. (the "New Peer Group") .
The graph assumes that the value of the investment in the Common Stock was $100
on December 31, 1993 and that all dividends were reinvested. This data is not
necessarily indicative of future results. The change in the composition of the
peer group is to include new public companies that qualify as industry peers to
achieve a more representative comparison of performance.
Cumulative Total Return
-----------------------------------------------
12/93 12/94 12/95 12/96 12/97 12/98
MASTEC, INC. 100 174 226 902 584 536
NEW PEER GROUP 100 72 81 95 203 324
OLD PEER GROUP 100 86 150 222 474 1,086
S & P 500 100 101 139 171 229 294
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1994, Church & Tower, Inc. (MasTec's predecessor) provided Messrs. Jorge
L. Mas, formerly MasTec's Chairman of the Board, Jorge Mas, MasTec's current
Chairman of the Board, President and Chief Executive Officer, and Juan Carlos
Mas and Jose Ramon Mas, each a shareholder of MasTec and a son of Jorge L. Mas,
with a loan of $2,000,000, $1,280,000, $158,000 and $132,000, respectively,
bearing interest at prime plus 2% (9.75% at December 31, 1998) with interest due
annually and principal due on demand. The loans were made to assist these
individuals in meeting their estimated federal income tax obligations related to
the 1993 S corporation earnings of Church & Tower, Inc. As of December 31, 1998,
the estate of Jorge L. Mas, Jorge Mas, Juan Carlos Mas and Jose Ramon Mas
remained indebted to MasTec for $500,000, $400,000, $58,000 and $32,000,
respectively, plus accrued interest. In addition, in 1998 MasTec loaned Jorge
Mas $200,491 payable on demand, without interest.
MasTec purchases and leases construction equipment from a company in
which Jorge Mas is a major shareholder. MasTec also makes available certain
office space and the part-time services of certain employees to affiliates.
MasTec believes the value of these transactions is not material.
SELECTION OF AUDITORS
PricewaterhouseCoopers LLP was appointed by the Board of Directors of
MasTec to audit MasTec's financial statements for 1999. PricewaterhouseCoopers
LLP has acted as independent public accountants for MasTec since 1995.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual
Meeting, will have an opportunity to make a statement if they so desire and will
be available to respond to appropriate questions from shareholders.
MISCELLANEOUS
A list of MasTec's shareholders as of March 29, 1999, the record date for
the Annual Meeting, will be available for inspection at the offices of MasTec,
3155 N.W. 77th Street, Miami, Florida, during normal business hours during the
ten-day period prior to the Annual Meeting and at the Annual Meeting.
Solicitation of proxies will be made initially by mail. MasTec's directors,
officers and employees also may solicit proxies in person or by telephone
without additional compensation. In addition, proxies may be solicited by
certain banking institutions, brokerage firms, custodians, trustees, nominees
and fiduciaries who will mail material to or otherwise communicate with the
beneficial owners of shares of the Common Stock. In addition, Corporate Investor
Communications, Inc. has been engaged by MasTec to act as proxy solicitors and
will be paid $3,750 for their services. The cost of this solicitation will be
borne by MasTec.
Pursuant to Rule 14a-4 under the Securities Exchange Act of 1934, if a
shareholder notifies MasTec after February 29, 2000, of an intent to present a
proposal at MasTec's annual meeting of shareholders in the year 2000 (and for
any reason the proposal is voted upon at that Annual Meeting), MasTec's proxy
holders will have the right to exercise discretionary voting authority with
respect to the proposal, if presented at the meeting, without including
information regarding the proposal in its proxy materials.
<PAGE>
Any proposal of an eligible shareholder intended to be presented at the
annual meeting of shareholders of MasTec in 2000 must be received by MasTec by
December 16, 1999 to be eligible for inclusion in MasTec's proxy statement and
form of proxy relating to that annual meeting.
The Board of Directors does not intend to present and knows of no others
who intend to present at the Annual Meeting any matter or business other than
that set forth in the accompanying Notice of Annual Meeting of Shareholders. If
other matters are properly brought before the Annual Meeting, it is the
intention of the persons named in the accompanying form of proxy to vote any
proxies on such matters in accordance with their judgment.
MasTec's Annual Report on Form 10-K for the fiscal year ended December 31,
1998 is being mailed with this Proxy Statement to shareholders of record on
March 29, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ NANCY J. DAMON
----------------------------------
Nancy J. Damon
Corporate Secretary
Miami, Florida
April 14, 1999
<PAGE>
PROXY FOR 1999 ANNUAL MEETING OF SHAREHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS OF MASTEC, INC.
The undersigned hereby constitutes and appoints Jorge Mas and Joel-Tomas Citron
(the "Proxies"), or any one of them with full power of substitution, attorneys
and proxies for the undersigned to vote all shares of Common Stock of MasTec,
Inc. (the "Company") that the undersigned would be entitled to vote at the 1999
Annual Meeting of Shareholders to be held at the Hotel Sofitel, 5800 Blue Lagoon
Drive, Miami, Florida 33126, at 9:30 a.m. on Tuesday, May 25, 1999, or any
adjournments or postponements thereof, on the following matters coming before
the Annual Meeting:
(1) Election of two (2) Class I Directors as described in the Proxy Statement
of the Board of Directors.
[ ] FOR the nominees listed below [ ] WITHHOLD AUTHORITY to
vote for the nominees listed below
JORGE MAS
JOEL-TOMAS CITRON
(To withhold authority to vote for any
individual nominee, write the
nominee's name below:
(Continued and to be signed on reverse)
<PAGE>
(2) In their discretion, upon any other business which may properly be
presented at the Annual Meeting or any adjournments or postponements
thereof.
Receipt of the Notice of Annual Meeting of Stockholders, the Proxy Statement
dated April 12, 1999, and the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 is acknowledged.
ANY PROPER PROXY RECEIVED BY THE COMPANY AS TO WHICH NO CHOICE HAS BEEN
INDICATED WILL BE VOTED BY THE PROXIES "FOR" THE NOMINEES SET FORTH ABOVE.
Date: ________________________, 1999
Signature: _________________________
Signature: _________________________
(Please sign exactly as your name or names appear on this proxy. When
signing as executor, guardian, trustee, joint owners, agent, authorized
representative or a corporate owner, or other representative, please give
your full title as such.)
