SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER 0-3797
MASTEC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 65-0829355
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3155 N.W. 77TH AVENUE, MIAMI, FL 33122-1205
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 599-1800
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock, $.10 Par Value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [_]
The number of shares of Common Stock outstanding as of February 1, 2000
was 28,306,807. The aggregate market value of the voting stock held by
non-affiliates of the registrant based on the $47.4375 closing price for the
registrant's Common Stock on the New York Stock Exchange on February 1, 2000 was
approximately $683,850,034. Directors, executive officers and 10% or greater
shareholders are considered affiliates for purposes of this calculation but
should not necessarily be deemed affiliates for any other purpose.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the 2000 Annual
Meeting of Shareholders are incorporated by reference.
<PAGE>
The undersigned Registrant hereby amends the following sections of the
Annual Report on Form 10-K for the year ended December 31, 1999:
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements - The financial statements and the
reports of our Certified Public Accountants are listed on page
24 and included on pages 25 through 49.
2. Financial Statements Schedules - The financial statement
schedule information required by Item 14(a)(2) is included as
part of "Note 3 - Accounts Receivable" of the Notes to
Consolidated Financial Statements.
3. Exhibits including those incorporated by reference:
EXHIBIT
NO.* DESCRIPTION
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3.1 Articles of Incorporation, filed as Appendix B to our definitive Proxy
Statement for our 1998 Annual Meeting of Stockholders dated April
14, 1998 and filed with the Securities and Exchange Commission on April
14, 1998, and incorporated by reference herein.
3.2 By-laws, filed as Exhibit 3.2 to our Form 8-K dated May 29, 1998 and
filed with the Commission on June 26, 1998, and incorporated by
reference herein.
<PAGE>
4.1 7 3/4% Senior Subordinated Notes Due 2008 Indenture dated as of
February 4, 1998, filed as Exhibit 4.2 to our Registration Statement on
Form S-4 (file No. 333-46361) and incorporated by reference herein.
10.1 Stock Option Agreement dated March 11, 1994 between MasTec and Arthur
B. Laffer, filed as Exhibit 10.6 to our Form 10-K for the year ended
December 31, 1995 and incorporated by reference herein.
10.2 Stock Option Agreement dated December 29, 1997 between MasTec and Henry
N. Adorno, filed as Exhibit 10.2 to our Form 10-K for the year ended
December 31, 1997 and incorporated by reference herein.
10.3 Stock Option Agreement dated December 29, 1997 between MasTec and
Joel-Tomas Citron, filed as Exhibit 10.3 to our Form 10-K for the year
ended December 31, 1997 and incorporated by reference herein.
10.4 Revolving Credit Agreement dated as of June 9, 1997 between MasTec,
certain of its subsidiaries, and Bank Boston, N.A. as agent, filed as
Exhibit 10.4 to our Form 10-K for the year ended December 31, 1998 (the
"1998 10-K") and incorporated by reference herein.
10.5 Agreement dated July 21, 1997 between MasTec and Inepar S/A Industrias
e Construcoes, filed as Exhibit 10.5 to our Form 10-K for the year
ended December 31, 1997 and incorporated by reference herein.
10.6 First Amendment to Revolving Credit Agreement, filed as Exhibit 10.1 to
our Quarterly Report on Form 10-Q for the quarter ended June 30, 1998
and incorporated by reference herein.
10.7 Second, Third, Fourth and Fifth Amendments to Revolving Credit
Agreement filed as Exhibit 10.7 to our 1998 10-K and incorporated by
reference herein.
10.8 Agreement between Joel-Tomas Citron and MasTec dated as of November 18,
1998 filed as Exhibit 10.8 to our 1998 10-K and incorporated by
reference herein.
10.9 Stock purchase and sale agreement dated as of December 31, 1998 between
MasTec and a group of investors regarding the sale of MasTec's Spanish
operations 1998 filed as Exhibit 10.9 to our 1998 10-K and incorporated
by reference herein.
10.10 1994 Stock Option Plan for Non-Employee Directors filed as an Appendix
to our definitive Proxy Statement for our 1993 Annual and Special
Meeting of Stockholders, dated February 10, 1994 and filed with the
Securities and Exchange Commission on February 11, 1994 and
incorporated by reference herein.
21.1 Subsidiaries of MasTec.**
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Arthur Andersen
27.1 Financial Data Schedule**
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* Exhibits filed with the Securities and Exchange Commission. The registrant
agrees to provide these exhibits supplementally upon request.
** Previously filed as identically numbered exhibits to our Form 10-K for the
year ended December 31, 1999.
(b) Reports on Form 8-K:
None.
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
MASTEC, INC.
Date: February 14, 2000 By: /s/ Carmen M. Sabater
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Carmen M. Sabater
Senior Vice President - Chief Financial
Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Arthur Andersen
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (No. 333-46067), on Form S-4 (Nos. 333-30645, 333-46361
and 333-79321) and on Form S-8 (Nos. 333-22465, 333-30647, 333-47003 and
373-77823) of MasTec, Inc. of our report dated January 26, 2000 relating to the
financial statements, which appear in this Form 10-K.
PricewaterhouseCoopers LLP
Miami, Florida
February 14, 2000
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
MasTec, Inc. and subsidiaries on Form S-3 (No. 333-46067); Form S-3A (No.
333-46067), Form S-4 (Nos. 333-30645, 333-79321, 333-46361), and Form S-8 (Nos.
333-22465, 333-30647, 333-47003, 333-77823) of our report dated March 31, 1999,
on our audits of the consolidated financial statements of Sistemas e
Instalaciones de Telecomunicacion, S.A. (Sintel) and Subsidiaries as of December
31, 1997 and 1998 and for each of the two years then ended, which appear in this
Annual Report on Form 10-K.
/s/ ARTHUR ANDERSEN
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ARTHUR ANDERSEN
Madrid, Spain
February 14, 2000
