SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ___
Filed by a Party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement ___ Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e) (2))
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MASTEC, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
------------------------------------------------------------------------
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Payment of Filing Fee (check the appropriate box):
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or Item 22(a)(2) of Schedule 14A.
___ $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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___ Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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Page 1 of 18
(LOGO)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To our stockholders:
The 1996 Annual Meeting of Stockholders of MasTec, Inc., a Delaware
corporation (the "Company"), will be held on Monday, June 3, 1996, at 9:30
A.M., local time, at the Hotel Sofitel, 5800 Blue Lagoon Drive, Miami,
Florida, for the following purposes:
* To elect one Class I director for a term expiring in 1999; and
* To transact such other business as may properly be brought before the
meeting and all adjournments or postponements thereof.
* Only stockholders of record at the close of business on April 5, 1996,
the record date and time fixed by the Board of Directors (the "Record
Date"), are entitled to notice of and to vote at the Annual Meeting or any
adjournments or postponements thereof. A list of such stockholders will be
available for inspection at the offices of the Company, 8600 N.W. 36th
Street, Miami, Florida, during normal business hours during the ten-day
period prior to the Annual Meeting. Stockholders, including those whose
shares are held by a brokerage firm or in "street" name, will be asked to
verify their stockholder status as of the Record Date upon entrance to the
meeting. Accordingly, stockholders (or their legal representatives)
attending the Annual Meeting should bring some form of identification to
the meeting, evidencing stockholder status as of the Record Date or, in the
case of a person attending the meeting on behalf of a stockholder, the
representative's right to represent the stockholder at the meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to ensure 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. Stockholders attending the Annual Meeting may vote in
person even if they have previously returned a proxy card.
By order of the Board of Directors
Nancy J. Damon
Corporate Secretary
Miami, Florida
April 30, 1996
Page 2 of 18
(LOGO)
PROXY STATEMENT
_______________
ANNUAL MEETING OF STOCKHOLDERS
June 3, 1996
_____________
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of MasTec, Inc., a Delaware
corporation (the "Company" or "MasTec"), for use at the 1996 Annual Meeting
of Stockholders of the Company to be held at the Hotel Sofitel, 5800 Blue
Lagoon Drive, Miami, Florida, on Monday, June 3, 1996, at 9:30 A.M., local
time, and at all adjournments thereof (the "Annual Meeting").
At the Annual Meeting, stockholders will be requested to act upon the
matters set forth in this Proxy Statement. Only stockholders of record at
the close of business on April 5, 1996 are entitled to notice of and 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 a proxy card is properly completed, signed and
returned to the Secretary of the Company prior to the Annual Meeting. If
no choice is specified, 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 the Company, by executing and delivering to the Secretary a
proxy with a later date, or by attending the Annual Meeting and voting in
person.
Solicitation of proxies will be made initially by mail. The Company'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 Company's Common
Stock, $.10 par value ("Common Stock"). In addition, Corporate Investor
Communications, Inc. has been engaged by the Company to act as proxy
solicitors and will be paid $2,500 for their services. The cost of this
solicitation will be borne by the Company. The Company's Annual Report on
Form 10-K for the year ended December 31, 1995 accompanies this Proxy
Statement, and it is anticipated that this Proxy Statement and accompanying
proxy and other materials will be mailed on or about April 30, 1996 to
stockholders of record on April 5, 1996.
The Company's only class of voting securities is its Common Stock.
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 vote is necessary to
constitute a quorum at the Annual Meeting. Directors are elected by a
Page 3 of 18
plurality of the votes of the shares eligible to vote present in person or
represented by proxy at the Annual Meeting, with the directors receiving
the highest number of votes being elected to the Board of Directors.
Unless otherwise required by the Company's Certificate of Incorporation, a
majority of the votes of the shares eligible to vote present in person or
represented by proxy at the Annual Meeting is required for the approval of
any other matter requiring stockholder approval.
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 matter requiring approval of a majority of the shares
present and entitled to vote has been approved or whether a nominee for
director has received a plurality of the shares present and entitled to
vote, abstentions and withheld votes will have the same effect as a vote
against and broker nonvotes will be disregarded and will have no effect on
the outcome of the vote.
On March 11, 1994, Church & Tower, Inc. and Church & Tower of Florida,
Inc., two privately held corporations controlled by the family of Jorge L.
Mas (collectively, "Church & Tower"), were acquired through an exchange of
stock by Burnup & Sims, Inc. ("Burnup & Sims"), which then changed its name
to MasTec, Inc. (the "Acquisition"). Jorge L. Mas, the Company's Chairman
of the Board, and Jorge Mas, the Company's President and Chief Executive
Officer and the son of Jorge L. Mas, acquired in the aggregate more than
50% of the then outstanding Common Stock of the Company in the Acquisition.
Jorge L. Mas and Jorge Mas have both informed the Company that they intend
to vote their shares of Common Stock in favor of the election of Jorge Mas
as a Class I director, as discussed below, thus assuring his election.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At April 5, 1996, there were approximately 5,233 stockholders of
record of the Company's Common Stock, which is the only class of capital
stock of the Company outstanding. At April 5, 1996, there were 16,058,298
shares of Common Stock outstanding.
Page 4 of 18
The following table sets forth the beneficial ownership as of April 5,
1996 of Common Stock by (i) each person known to the Company to
beneficially own more than 5% thereof, (ii) each director of the Company
and each Named Executive Officer (as defined under the caption "Executive
Compensation" below ), and (iii) all executive officers and directors of
the Company as a group. Unless otherwise indicated, each such stockholder
has sole voting and investment power with respect to the shares
beneficially owned by such stockholder.
Percent of
Amount and Nature of Common Stock
Name Beneficial Ownership Outstanding
- --------------------------- --------------------- -------------
Eliot C. Abbott 10,000 (1) *
Samuel C. Hathorn, Jr. 5,200 (2) *
Arthur B. Laffer 40,000 (1) *
Jorge L. Mas 5,349,965 (3) 33.3%
Jorge Mas 3,952,970 (1)(4) 24.6%
William A. Morse 0 *
Ismael Perera 18,492 (1) *
Jose S. Sorzano 0 *
Carlos A. Valdes 16,359 (1) *
All executive officers and
directors as a group
(14 persons) 9,399,396 (1) 58.5%
(1) The amounts shown include shares covered by options exercisable
within 60 days of April 5, 1996 as follows: Jorge Mas 12,000 shares; Eliot
C. Abbott 10,000 shares; Arthur B. Laffer 40,000 shares; and Ismael
Perera and Carlos A. Valdes 16,000 shares each.
(2) Includes 200 shares held by the children of Mr. Hathorn, as to which
Mr. Hathorn disclaims beneficial ownership.
(3) Includes 5,250,000 shares owned of record by Jorge L. Mas Canosa
Holding I Limited Partnership, a Texas limited partnership ("Jorge L. Mas
Holdings"), and 99,965 shares owned of record by the Mas Family Foundation,
Inc., a Florida not-for-profit corporation (the "Family Foundation"). The
sole general partner of Jorge L. Mas Holdings is Jorge L. Mas Holdings
Corporation, a Texas corporation that is wholly-owned by Mr. Mas. Jorge
L. Mas, Jorge Mas and other members of the Jorge L. Mas family are the sole
members and directors of the Family Foundation. Mr. Mas disclaims
beneficial ownership of the shares owned by the Family Foundation.
(4) Includes 3,853,000 shares owned of record by Jorge Mas Holding I
Limited Partnership, a Texas limited partnership ("Jorge Mas Holdings"),
99,965 shares owned of record by the Family Foundation, 12,000 shares
covered by options exercisable within 60 days of April 5, 1996, and five
shares owned of record individually. The sole general partner of Jorge Mas
Holdings is Jorge Mas Holdings Corporation, a Texas corporation that is
wholly-owned by Mr. Mas. Mr. Mas disclaims beneficial ownership of the
shares owned by the Family Foundation.
* Less than 1%
Page 5 of 18
ELECTION OF DIRECTORS
The Board of Directors currently is comprised of seven directors
elected in three classes, with two Class I, three 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 nominee for Class I director will serve
until the annual stockholders meeting in 1999. The terms of the Class II
directors expire at the annual stockholders meeting in 1997 and the terms
of the Class III directors expire at the annual stockholders meeting in
1998.
William A. Morse, one of the current Class I directors, has informed
the Company that he does not wish to stand for reelection. The Company does
not wish to nominate a replacement for Mr. Morse at the Annual Meeting and
the Bylaws of the Company have been amended to provide for only six
directors. Consequently, only one Class I director will be elected at the
Annual Meeting and Jorge Mas, the other current Class I director, has been
nominated by the Board of Directors to be reelected as a Class I director
at the Annual Meeting. The Company has no reason to believe that Mr. Mas
will refuse or be unable to accept election; however, if he should not be
available to serve, each proxy that does not direct otherwise will be voted
for such substitute nominee as may be designated by the Board of Directors.
The election of directors requires the affirmative vote of a plurality
of the shares of Common Stock present in person or by proxy at the Annual
Meeting and entitled to vote for the election of directors. Unless
otherwise indicated, the accompanying form of proxy will be voted FOR the
election of Mr. Mas as a Class I director.
Information as to Nominee and Other Directors
Class I Director
Jorge Mas, 33, was elected President, Chief Executive Officer and a
director of the Company on March 11, 1994, the effective date of the
Acquisition. Prior to that time and during the past five years, Mr. Mas
has served as President and Chief Executive Officer of Church & Tower, Inc.
(and its predecessor, Communication Contractors, Inc.). In addition Mr.
Mas is the Chairman of the Board of Directors of Neff Corporation,
Atlantic Real Estate Holding Corp. and U.S. Development Corp., all private
companies controlled by Mr. Mas, and during all or a portion of the past
five years, has served as the President and Chief Executive Officer of
these corporations.
Class II Directors
Jorge L. Mas, 56, was elected Chairman of the Board of Directors of
the Company on March 11, 1994, in connection with the Acquisition. Mr. Mas
has been the President and Chief Executive Officer of Church & Tower of
Florida, Inc., the Company's largest subsidiary, since 1969. Mr. Mas
serves on the Board of Directors of First Union National Bank of Florida.
Eliot C. Abbott, 46, was elected to the Board of Directors on March 11,
1994 in connection with the Acquisition. From 1976 until September 30, 1995,
Page 6 of 18
Mr. Abbott was a stockholder in the Miami law firm of Carlos & Abbott. Since
October 1, 1995, Mr. Abbott has been a member of the New York law firm of
Kelley Drye & Warren.
Samuel C. Hathorn, Jr., 53, has been a member of the Board of
Directors since 1981. He has been president and a director of Trendmaker
Homes since 1981 and president of Centennial Homes, Inc. since December 1,
1990, each of which is a subsidiary of Weyerhaeuser Co.
Class III Directors
Arthur B. Laffer, 55, was elected to the Board of Directors on March
11, 1994 in connection with the Acquisition. Mr. Laffer has been Chairman
of the Board of Directors of A.B. Laffer, V.A. Canto & 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 Chief Executive Officer, Calport Asset Management,
a money management firm, since 1992. Mr. Laffer is a director of U.S.
Filter Corporation and Valve Vision, Inc.
Jose S. Sorzano, 55, was elected to the Board of Directors on November
6, 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.
Board Committees and Meetings
There are five standing committees of the Board of Directors: the
Executive Committee, the Audit Committee, the Compensation and Stock Option
Committee, the Nominating Committee, and the Special Transactions
Committee. Mr. Morse currently is a member of the Audit Committee, the
Compensation and Stock Option Committee, and the Special Transactions
Committee; he will no longer serve on those committees after his term of
office as a director of the Company expires at the Annual Meeting.
The Executive Committee is composed of Mr. Jorge L. Mas, who serves as
Chairman, and Messrs. Abbott, Laffer 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 1995, the Executive
Committee met one time and acted by written consent two times.
The Audit committee is composed of Mr. Laffer, who serves as Chairman,
and Messrs. Abbott, Hathorn, Morse 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 the Company; 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
Page 7 of 18
implementation of any recommendations adopted by the committee; reviewing
the adequacy and effectiveness of the Company's accounting and financial
controls; reviewing the internal audit function of the Company; 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. During the year ended December 31, 1995,
the Audit Committee met on four occasions.
The Compensation and Stock Option Committee (the "Compensation
Committee") is composed of Mr. Abbott, who serves as Chairman, and Messrs.
Hathorn and Morse. The Compensation Committee is charged with determining
compensation packages for the Chief Executive Officer and the Senior Vice
Presidents of the Company, establishing salaries, bonuses and other
compensation for the Company's other executive officers, administering the
Company's 1994 Stock Incentive Plan (the "Stock Incentive Plan") and the
1994 Stock Option Plan for Non-Employee Directors (the "Non-Employee
Directors Plan," and, together with the Stock Incentive Plan, the "Plans")
and recommending to the Board of Directors changes to the Plans. During
the year ended December 31, 1995, the Compensation Committee met on four
occasions.
The Nominating Committee is composed of Mr. Abbott, who serves as
Chairman, and Mr. Jorge Mas. The Nominating Committee, which met once
during 1995, recommends to the Board of Directors candidates for election
to the Board of Directors. The Committee considers candidates recommended
by the stockholders pursuant to written applications submitted to the
Secretary. Stockholder proposals for nominees should include biographical
information regarding the proposed nominee with a statement from the
stockholder as to the qualifications and willingness of the candidate to
serve on the Company's Board of Directors.
The Special Transactions Committee is composed of Mr. Laffer, who
serves as Chairman, and Messrs. Morse and Sorzano. The primary function of
the Special Transactions Committee, which met once during 1995, is to
review related party transactions between the Company and any officer,
director or affiliate of the Company.
During the year ended December 31, 1995, the Board of Directors met,
or acted by unanimous written consent, on 12 occasions. Each of the
directors attended at least 75 percent of the aggregate number of Board
meetings and meetings of committees of which such director is a member.
Jorge L. Mas is Jorge Mas' father. There is no other family
relationship among any other directors or executive officers of the
Company.
Page 8 of 18
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 the
Company, the Company believes that, during the year ended December 31,
1995, all filing requirements under Section 16(a) of the Securities
Exchange Act of 1934 applicable to its officers, directors and greater than
ten percent beneficial owners were complied with on a timely basis, except
for a late filing by Jose S. Sorzano to report his election as director in
November 1994; late filings by Jorge Mas, Ismael Perera, the Company's
Senior Vice President - Operations, and Carlos A. Valdes, the Company's
Senior Vice President, in each case to report the grant of options to
purchase 60,000, 40,000 and 40,000 shares of Common Stock, respectively,
on February 3, 1995; and a late filing by Ismael Perera and Carlos A.
Valdes to report shares of Common Stock purchased in 1994 through the
MasTec, Inc. 401(K) Retirement Savings Plan.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Report of the Compensation and Stock Option Committee
The Compensation and Stock Option Committee of the Board of Directors
(the "Compensation Committee") is responsible for establishing and
administering the policies for the Company's compensation program and for
approving the compensation levels of the executive officers of the Company,
including its Chief Executive Officer. The Compensation Committee also
reviews with the Chief Executive Officer guidelines for salaries and
aggregate bonus awards applicable to the Company's employees other than its
executive officers. The Compensation Committee is composed of Eliot C.
Abbott, Samuel C. Hathorn, Jr. and William A. Morse, all of whom are non-
employee directors of the Company.
Statement of Philosophy of Executive Compensation
The compensation program of the Company is designed to (i) provide
base compensation reasonably comparable to that offered by other leading
companies to their executive officers so as to attract and retain talented
executives, (ii) motivate executive officers to achieve the strategic
goals set by the Company by linking an officer's incentive compensation to
the performance of the Company and applicable business units, as well as to
individual performance, and (iii) align the interests of its executives
with the long-term interests of the Company's stockholders through the
award of stock options and other stock-related programs. To implement this
philosophy, the Company offers its executive officers compensation packages
that include a mix of salary, incentive bonus awards, and stock options.
In determining the level and form of executive compensation to be paid
or awarded, the Committee relies primarily on an assessment of the
Company's overall performance in light of its strategic objectives rather
than on any single quantitative or qualitative measure of performance. The
Compensation Committee considered the following factors in establishing
1995 compensation:
Page 9 of 18
* A substantial increase in revenue in comparison to prior years.
* A significant strengthening and expansion of the Company's core
telecommunications construction business into new and existing markets and
with new and existing customers.
* The diversification of the Company's core business through strategic
acquisitions and investments.
* The continued divestiture of non-core assets to concentrate
resources on the Company's core business.
* The substantial completion of the integration of Church & Tower and
Burnup & Sims following the Acquisition as well as an increase in overall
efficiency among the Company's business units.
Salary
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. Adjustments are determined by objective factors such as the
Company's performance and the individual's contribution to that
performance and subjective considerations such as additional responsibilities
taken on by the executive. Although the Compensation Committee believes that
the Company made substantial progress in 1995 as indicated above, the benefits
of strategic actions during the year have not yet been fully realized in the
financial results of the Company. Accordingly, no increase in base salary for
1995 performance was recommended by the Compensation Committee for the executive
officers of the Company, including the Named Executive Officers identified
under the caption "Executive Compensation - Summary Compensation Table" below.
Incentive Bonus Awards
In addition to paying a base salary, the Company 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 the Company. The Compensation Committee did not
recommend the award of bonuses to the Company's executive officers,
including the Named Executive Officers, for 1995.
Stock Incentive Plan
Long-term incentive compensation for executives consists of stock-
based awards made under the Company'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. The Compensation Committee believes that the use of
stock options reinforces the Committee's philosophy that management
compensation should be clearly linked to stockholder value. The
Compensation Committee awards options to key employees, including executive
officers, based on current performance, anticipated future contribution
based on such performance, and ability to materially impact the Company's
financial results. In 1995, the Compensation Committee granted stock
options under the Stock Incentive Plan to the Company's executive officers,
Page 10 of 18
including the Named Executive Officers, primarily based on 1994 results.
In addition, based on the indicators described above and to further link
his compensation to stockholder value, the Compensation Committee in 1996
recommended the award to Jorge Mas, the Company's President and Chief
Executive Officer, of options to purchase 50,000 shares of the Company's
Common Stock at an exercise price equal to the fair market value of the
stock on the date of grant.
CEO Compensation
In setting the salary and incentive compensation for Jorge Mas, the
Company's Chief Executive Officer, the Compensation Committee reviewed the
Company's financial performance in 1995 with respect to revenue, net
income and income per share (before special charges) compared to the
performance of other companies in its industry and the Company'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 or a bonus award for the Chief Executive
Officer for 1995 performance. The Compensation Committee did award Mr. Mas
stock options for 1995 performance to further link his compensation to the
performance of the Common Stock of the Company.
Compensation and Stock Option Committee
Eliot C. Abbott
Samuel C. Hathorn, Jr.
William A. Morse
Page 11 of 18
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes all compensation awarded to, earned by
or paid to (a) the Company's Chief Executive Officer, and (b) the four
other most highly compensated executive officers of the Company whose total
salary and bonus exceeded $100,000 (of which there were only three)
(together, the "Named Executive Officers") for services rendered in all
capacities to the Company and its subsidiaries for the Company's last
fiscal year.
Annual Long Term
Compensation Compensation
Awards
Underlying
Name and Salary Bonus Other Annual Options/SARS
Principal Position Year ($) ($) Compensation(2) #
Jorge L. Mas, Chairman of 1995 311,000 0 - 0
the Board and President of 1994 (1) 250,000 350,000 - 0
Church & Tower of Florida,
Inc.
Jorge Mas, President and 1995 322,000 0 - 60,000
Chief Executive Officer 1994 (1) 230,800 200,000 - 0
Ismael Perera 1995 144,000 0 - 40,000
Senior Vice President/ 1994 (1) 108,000 50,000 - 20,000
Operations
Carlos A. Valdes 1995 124,000 0 - 40,000
Senior Vice President 1994 (1) 84,100 50,000 - 20,000
(1) The annual compensation shown is for the period from March 11, 1994,
the date of the Acquisition, through December 31, 1994. None of the Named
Executive Officers was employed by the Company prior to March 11, 1994.
(2) The Named Executive Officers also received certain perquisites and
personal benefits that did not exceed applicable reporting thresholds.
Page 12 of 18
Option Grants
The following table provides information with respect to stock options
to purchase Common Stock granted to the Named Executive Officers during the
year ended December 31, 1995 pursuant to the Stock Incentive Plan:
Potential Realizable Value
At Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term (3)
Percent of
Total
Number Options
of Shares Granted to
Underlying Employees Exercise
Options in Fiscal Price Expiration
Name Granted Year (1) ($/sh)(2) Date 5% 10%
Jorge L. Mas 0 - - -
Jorge Mas 60,000 35% 13.375 2/3/05 $504,688 $1,184,360
Ismael Perera 40,000 23% 13.375 2/3/05 $336,459 $789,577
Carlos A. Valdes 40,000 23% 13.375 2/3/05 $336,459 $789,577
(1) Based on options to purchase an aggregate of 172,000 shares of
Common Stock granted to employees during 1995.
(2) All options were granted at an exercise price equal to fair market
value based on the mean between the bid and asked prices of the Company's
Common Stock on the date of grant.
(3) Potential gains are net of exercise price, but before taxes
associated with exercise. These amounts represent certain assumed rates of
appreciation only, based on Securities and Exchange Commission rules, and
do not represent the Company's estimate or projection of the price of the
Company's stock in the future. Actual gains, if any, on stock option
exercises depend upon the actual future performance of the Company's Common
Stock and the continued employment of the option holders throughout the
vesting period. Accordingly, the potential realizable values set forth in
this table may not be achieved or may be exceeded.
Page 13 of 18
Aggregate Option Exercises and Year-End Option Values
The following table sets forth information with respect to each
exercise of stock options during the fiscal year ended December 31, 1995 by
the Named Executive Officers and the value at December 31, 1995 of
unexercised stock options held by the Named Executive Officers.
Number of Shares Value of Unexercised In-
Underlying Unexercised the-Money Options at
Options at December 31,1995 December 31, 1995 (1)
Shares
Acquired Value (#) ($)
On Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
(#) ($)
Jorge L. Mas 0 0 0 0 0 0
Jorge Mas 0 0 0 60,000 0 0
Ismael Perera 0 0 4,000 56,000 $21,240 $84,960
Carlos A. Valdes 0 0 4,000 56,000 $21,240 $84,960
(1) Market value of shares underlying in-the-money options at December
31, 1995 (based on the product of $13.25 per share, the closing price of
the Company's Common Stock on the Nasdaq National Market on December 31,
1995, less the exercise price of $7.94 per share, times the number of in-
the-money options as of that date).
Performance Graph
The following graph compares the cumulative total stockholder return
on the Company's Common Stock from December 31, 1990 through December 31,
1995 with the cumulative total return of the S & P 500 Stock Index and a
Company-constructed index of two peer companies consisting of Dycom
Industries, Inc. and L.E. Myers Company (the "Peer Index"). The graph
assumes that the value of the investment in the Common Stock was $100 on
December 31, 1990 and that all dividends were reinvested. This data does
not take into consideration what the cumulative stockholder return on the
Common Stock would have been had the Acquisition happened at an earlier
date and is not necessarily indicative of future results.
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
MasTec, Inc. $100.00 $60.00 $41.00 $88.00 $153.00 $198.00
Peer Index $100.00 $113.00 $73.00 $54.00 $46.00 $81.00
S & P 500 $100.00 $130.00 $140.00 $155.00 $157.00 $215.00
Page 14 of 18
Compensation Committee Interlocks and Insider Participation
The members of the Compensation and Stock Option Committee are Eliot
C. Abbott, Samuel C. Hathorn, Jr., and William A. Morse, none of whom is a
former or current officer or employee of the Company or any of its
subsidiaries. Mr. Abbott was a stockholder in the law firm of Carlos &
Abbott, P.A. and is a partner in the law firm of Kelley Drye & Warren.
During fiscal year 1995, the Company retained Carlos & Abbott, P.A. with
regard to variety of legal matters and paid such firm approximately
$114,000 for legal services.
Compensation of Directors
Directors of the Company who are not employees of the Company or of
any subsidiary are paid an annual retainer of $15,000 and a meeting fee of
$600 for each meeting of the Board of Directors and $400 for each committee
meeting attended, regardless of the number of committees on which they
serve. In addition, pursuant to the Non-Employee Directors Plan, Messrs.
Abbott and Sorzano annually receive options to purchase 15,000 shares of
Common Stock at an exercise price equal to the fair market value of the
Common Stock on the date of grant.
Notwithstanding anything to the contrary set forth in any of the
Company's filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the
Compensation and Stock Option Committee Report and the Performance Graph
shall not be incorporated by reference into any such filings.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company purchases and leases construction equipment from a company
controlled by Mr. Jorge Mas. During 1995, the Company paid approximately
$544,000 for equipment rentals and approximately $322,000 for equipment
purchases from this affiliate. Additionally, at December 31, 1995, the
Company had recorded $106,000 as amounts due from affiliates. No interest
is being charged on the amounts due from affiliates. The Company also
makes available certain office space and the part-time services of certain
employees to affiliates. The Company believes the value of the space and
services is not material.
In 1994, Church & Tower, Inc. and Church & Tower of Florida, Inc.
provided Messrs. Jorge L. Mas, Chairman of the Board and President of
Church & Tower of Florida, Inc., Jorge Mas, President and Chief Executive
Officer of Church & Tower, Inc., and Juan Carlos Mas and Jose Ramon Mas,
each a shareholder of Church & Tower, Inc. 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% (10.5% at December 31, 1995) with
interest due annually and principal due on July 15, 1996. 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 &
Page 15 of 18
Tower, Inc. and Church & Tower of Florida, Inc. As of December 31, 1995,
Jorge L. Mas, Jorge Mas, Juan Carlos Mas and Jose Ramon Mas remained
indebted to the Company for $1,000,000, $480,000, $158,000 and $132,000,
respectively, plus accrued interest.
The Company has entered into an agreement with Santos Capital
Advisors, Inc., a company controlled by Jorge Mas ("Santos Capital"), under
which Santos Capital will provide certain financial advisory services in
connection with financings the Company is seeking. If the Company is
successful in obtaining these financings, Santos Capital will be paid a fee
for these services equal to 0.45% of the total amount of these financings
by the Company and will be reimbursed for its reasonable expenses in
connection with such financings up to $10,000. The Company from time to
time may also enter into other transactions with Santos Capital in the
future.
The Company leases one equipment storage facility from Jorge L. Mas at
an annual rent of $48,000 expiring on October 31, 1998.
For the year ended December 31, 1995, the Company paid approximately
$114,000 in legal fees to Carlos & Abbott, P.A. a law firm of which Eliot
C. Abbott was a stockholder.
SELECTION OF AUDITORS
On March 11, 1994, the date of the Acquisition, the Board of Directors
of the Company dismissed Deloitte & Touche LLP as the Company's independent
auditors. The Audit Committee of the Board of Directors unanimously
recommended to the Board of Directors that Price Waterhouse LLP be retained
as the new independent auditors effective March 11, 1994 and the Board of
Directors approved this recommendation.
None of the reports of Deloitte & Touche LLP on the financial
statements of the Company filed for each of the past two fiscal years
contained an adverse opinion or a disclaimer of opinion, or were qualified
or modified as to uncertainty, audit scope or accounting principles.
During the 1993 fiscal year and the subsequent interim period preceding the
dismissal of Deloitte & Touche LLP, there was no disagreement between the
Company and Deloitte & Touche LLP on any manner of accounting principle or
practice, financial statement disclosure, or auditing scope or procedure
that would have caused Deloitte & Touche LLP to have made reference to the
subject matter of the disagreement in connection with its reports, and
during such period no reportable event as defined in Item 304(a)(i)(v) of
Regulation S-K occurred.
On May 8, 1995, the Board of Directors dismissed Price Waterhouse LLP
as the Company's independent auditors. The Audit Committee of the Board of
Directors unanimously recommended to the Board of Directors that Coopers &
Lybrand L.L.P. be retained as the new independent auditors effective June
29, 1995, and the Board of Directors approved this recommendation.
Page 16 of 18
None of the reports of Price Waterhouse LLP on the financial
statements of the Company filed for the 1994 fiscal year contained an
adverse opinion or a disclaimer of opinion, or were qualified or modified
as to uncertainty, audit scope or accounting principles. During the 1994
fiscal year and the subsequent interim period preceding the dismissal of
Price Waterhouse LLP, there was no disagreement between the Company and
Price Waterhouse LLP on any manner of accounting principle or practice,
financial statement disclosure, or auditing scope or procedure that would
have caused Price Waterhouse LLP to have made reference to the subject
matter of the disagreement in connection with its reports, and during such
period no reportable event as defined in Item 304(a)(i)(v) of Regulation S-
K occurred.
Representatives of Coopers & Lybrand L.L.P. 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
stockholders.
MISCELLANEOUS
Any proposal of an eligible stockholder intended to be presented at
the next Annual Meeting of Stockholders of the Company must be received by
the Company by January 13, 1997 to be eligible for inclusion in the
Company's proxy statement and form of proxy relating to such 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
Stockholders. 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.
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 is being mailed to stockholders simultaneously with this
Proxy Statement.
By order of the Board of Directors
Nancy J. Damon
Corporate Secretary
Miami, Florida
April 30, 1996
Page 17 of 18
PROXY FOR 1996 ANNUAL MEETING OF STOCKHOLDERS
Solicited by the Board of Directors of MasTec, Inc.
The undersigned hereby constitutes and appoints Jorge Mas and Jose M. Sariego
(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 1996
Annual Meeting of Stockholders to be held at the Hotel Sofitel, 5800 Blue Lagoon
Drive, Miami, Florida, at 9:30 a.m. on Monday, June 3, 1996, or any adjournments
or postponements thereof, on the following matters coming before the Annual
Meeting:
(1) Election of one (1) Class I Director as described in the Proxy Statement of
the Board of Directors.
___ FOR the nominee listed below ___ WITHHOLD AUTHORITY to
vote for the nominee
listed below
JORGE MAS
(Continued and to be signed on reverse)
(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 30, 1996, and the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 is acknowledged.
ANY PROPER PROXY RECEIVED BY THE COMPANY AS TO WHICH NO CHOICE FOR DIRECTOR HAS
BEEN INDICATED WILL BE VOTED BY THE PROXIES "FOR" THE NOMINEE SET FORTH ABOVE.
Date: ________________________, 1996
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.)
Page 18 of 18
