View:
As filed with the Securities and Exchange Commission on August 5, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MASTEC, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1623 59-1259279
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
3155 N.W. 77th Avenue
Miami, Florida 33122-1205
(305) 599-1800
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Jose M. Sariego, Esq.
Senior Vice President - General Counsel
MasTec, Inc.
3155 N.W. 77th Avenue
Miami, Florida 33122-1205
(305) 599-2314
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Stephen I. Glover, Esq.
Fried, Frank, Harris, Shriver & Jacobson
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Approximate date of commencement of proposed sale to 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 any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. _X_
Page 1 of 23
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount of
Title of each class Amount to offering aggregate registration
of securities to be be price per offering fee (1)
registered registered share (1) price (1)
Common Stock ($.10 500,000 $24.38 $12,218,750 $4,203
par value) shares
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the high and
low prices of the Common Stock, $.10 par value, of the Registrant on
the Nasdaq National Market on July 31, 1996.
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 SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE
AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
Page 2 of 23
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(b) OF REGULATION S-K
Form S-4 Item Number and Heading Caption or Location in Prospectus
A. Information About The Transaction
1.Forepart of the Registration Statement Facing page of Registration
and Outside Front Cover Page of Prospectus Statement; Cross Reference Sheet;
Prospectus Outside Front Cover of Prospectus
2.Inside Front and Outside Back Cover Inside Front and Outside Back
Pages of Prospectus Cover Pages of Prospectus
3.Risk Factors and Ratio of Earnings to The Company, Risk Factors,
Fixed Charges and Other Information Selected Financial Information
4.Terms of the Transaction Not Applicable
5.Pro Forma Financial Information Not Applicable
6 Material Contracts with the Company
Being Acquired Not Applicable
7.Additional Information Required for
Reoffering by Persons and Parties
Deemed to be Underwriters Not Applicable
8.Interests of Named Experts and Counsel Not Applicable
9.Disclosure of Commission Position on
Indemnification for Securities Act Not Applicable
Liabilities
B. Information About the Registrant
10. Information with Respect to S-3 Incorporation of Certain Information
Registrants by Reference; The Company
11. Incorporation of Certain Information Incorporated by
Information by Reference Reference
12. Information with Respect to S-2
or S-3 Registrants Not Applicable
13. Incorporation of Certain
Information by Reference Not Applicable
14. Information with Respect to
Registrants Other Than S-3 or S-2 Not Applicable
Registrants
C. Information About the Company Being
Acquired
15. Information with Respect to S-3
Companies Not Applicable
16. Information with Respect to S-3
or S-2 Companies Not Applicable
17. Information with Respect to
Companies Other Than S-3 or S-2 Not Applicable
Companies
D.Voting and Management Information
18. Information if Proxies, Consents,
or Authorizations are to be Solicited Not Applicable
19. Information if Proxies, Consents,
or Authorizations are not to be
Solicited or in an Exchange Offer Not Applicable
Page 3 of 23
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 5, 1996
500,000 SHARES
MASTEC, INC.
Common Stock
This Prospectus relates to the issuance from time to time by MasTec, Inc.,
a Delaware corporation (the "Company"), of shares of the Company's common
stock, $.10 par value (the "Common Stock"), in an aggregate amount of up to
500,000 shares, upon terms to be determined at the time of such offering. The
Common Stock may be offered in such amounts, at such prices and on such terms
to be set forth in a supplement to this prospectus (a "Supplement").
The Common Stock is to be offered directly by the Company in connection
with the acquisition of the assets of, or ownership interests in, certain
entities engaged in the same or similar lines of business as the Company or any
of its subsidiaries. The specific terms under which the Common Stock is being
offered in connection with the delivery of this Prospectus will be set forth in
the applicable Prospectus Supplement and will include the specific number of
shares of Common Stock and the issuance price per share. The Common Stock may
not be offered through this Prospectus without delivery of the applicable
Prospectus Supplement.
_________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________________________
The date of this Prospectus is August 5, 1996.
Page 4 of 23
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following regional offices of the Commission: Seven World Trade Center, Suite
1300, New York, New York 10048; and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can be obtained at prescribed rates by writing to the Commission, Public Refer
ence Section, 450 Fifth Street, N.W., Washington, D.C. 20549. The Common
Stock is listed on the Nasdaq National Market under the symbol "MASX."
Reports, proxy and information statements and other information concerning the
Company can also be inspected at the Nasdaq National Market at 1735 17 Street,
N.W., Washington, D.C. 20006.
This Prospectus constitutes part of a Registration Statement on Form S-4
(together with all amendments and exhibits thereto, the "Registration
Statement") and does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. For further information
with respect to the Company and the securities offered hereby, reference is
made to the Registration Statement and to the exhibits and schedules thereto.
Statements made in this Prospectus as to the contents of any contract,
agreement or other document referred to are not necessarily complete. With
respect to each such contract, agreement or other document filed as an exhibit
to the Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved, and such statement is qualified
in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents, previously filed by the Company with the Commission
pursuant to the Exchange Act, are incorporated herein by reference:
The Company's Annual Report on Form 10-K for the year ended December 31,
1995;
The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996;
The Company's Current Report on Form 8-K dated April 30, 1996;
The Company's Proxy Statement for its 1996 Annual Meeting of Stockholders
dated May 16, 1996; and
The Company's Current Report on Form 8-K/A dated July 15, 1996.
Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, subsequent to the date of this Prospectus, shall be
deemed to be incorporated by reference into this Prospectus and made a part of
this Prospectus from the date any such document is filed. Any statements
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Page 5 of 23
Prospectus to the extent that a statement contained in this Prospectus (or in
any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein) specifically modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus except as so modified or superseded.
Capitalized terms not otherwise defined herein shall have the meanings
assigned to them in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, incorporated herein by reference.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. These documents are available upon request from
MasTec, Inc., 3155 N.W. 77th Avenue, Suite 135, Miami, Florida 33122-1205,
telephone (305) 599-1800, Attention: Nancy J. Damon, Corporate Secretary.
Page 6 of 23
THE COMPANY
The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, incorporated
by reference in this Prospectus.
MasTec, Inc. (together with its subsidiaries and affiliates, "MasTec" or
the "Company") is one of the world's largest contractors specializing in the
build-out of telecommunications infrastructure. The Company's principal
business consists of the design, installation, and maintenance of the outside
physical plant for telephone and cable television communications systems
("outside plant services"), including the installation of aerial, underground
and buried copper, coaxial and fiber optic cable networks and the construction
of wireless antenna networks for telecommunication service companies such as
local exchange carriers, long-distance carriers, competitive access providers,
cable television operators and cellular phone companies. The Company also
installs central office switching equipment ("switching"), and provides design,
installation and maintenance of integrated voice, data and video local area
networks and wide area networks inside buildings ("inside wiring"). The
Company believes it is the largest independent contractor providing
telecommunications infrastructure construction services in the United States
and Spain and one of the largest in Argentina, Chile and Peru.
The Company is able to provide a full range of infrastructure services to
its telecommunications company customers. Domestically, the Company provides
outside plant services to local exchange carriers such as BellSouth
Telecommunications, Inc. ("BellSouth"), U.S. West Communications, Inc. ("U.S.
West"), SBC Communications, Inc., United Telephone of Florida, Inc. (a
subsidiary of Sprint Corporation) and GTE Corp. MasTec currently has 18
exclusive, multi-year service contracts ("master contracts") with regional bell
operating companies ("RBOCs") and other local exchange carriers to provide all
of their outside plant requirements up to a specific dollar amount per job and
within certain geographic areas. Internationally, the Company provides outside
plant services, turn-key switching system installation and inside wiring
services to Telefonica de Espana, S.A. ("Telefonica") under multi-year
contracts similar to those in the U.S. Telefonica has committed to minimum
levels of work under these contracts totaling approximately $200 million (at
current exchange rates) per year in 1996, 1997 and 1998.
The Company also provides outside plant services to long distance
carriers such as MCI Communications Corporation and Sprint Corporation,
competitive access providers such as MFS Communications Company, Inc., Sprint
Metro and MCI Metro, cable television operators such as Time Warner, Inc.,
Continental Cablevision, Inc., and Media One, and wireless communications
providers such as PCS Primeco and Sprint Spectrum, L.P.. Inside wiring services
are being provided to large corporate customers such as First Union National
Bank ("First Union"), IBM, Medaphis, Smith Barney, Inc. and Dean Witter
Reynolds, Inc. and to universities and government agencies. The Company also
provides infrastructure services to public utilities and the traffic control
and highway safety industry, and provides general construction and project
management services to state and local governments.
The telecommunications industry which the Company services is undergoing
fundamental changes in most markets throughout the world. The
Telecommunications Act of 1996 in the United States, agreements among
participating countries in the European Community and privatization and
regulatory initiatives in South and Central America are removing barriers to
Page 7 of 23
competition. In addition, growing customer demand for enhanced voice, video
and data telecommunications have increased bandwidth requirements and
highlighted network bandwidth limitations in many markets.
The Company believes that these industry trends will create increased
demand for telecommunications infrastructure services in four ways.
* Increased customer demand for bandwidth will compel service
providers to upgrade existing networks to broadband technologies
such as fiber optic cable.
* Competitive pressures will force existing service providers to
attempt to reduce their cost structures, leading to increased
outsourcing of outside plant services to lower cost independent
contractors.
* New service providers in previously monopolistic markets will
ultimately require their own infrastructure.
* Deployment of more powerful multi-media computers in business
will increase the demand for inside wiring services to install
communications networks with greater bandwidth capacity.
The Company believes that it is well positioned to capitalize on these
trends and is pursuing a strategy of growth in its core business through
internal expansion and strategic acquisitions. The Company believes that the
volume of business generated under existing contracts will increase as a result
of the anticipated general increase in demand for its services. In addition,
the Company believes that its reputation for quality and reliability, operating
efficiency, financial strength, technical expertise, presence in key geographic
areas and ability to achieve economies of scale provide competitive advantages
in bidding for and wining new contracts for telecommunication infrastructure
projects.
The Company also plans to continue to make strategic acquisitions. In
April 1996, MasTec acquired Sistemas e Instalaciones de Telecomunicaciones,
S.A. ("Sintel"), the largest telecommunications infrastructure contractor in
Spain, from Telefonica, the sole provider of public switched telephony in Spain
(the "Sintel Acquisition"). The Sintel Acquisition has positioned the Company
to take advantage of increased competition coming to Europe and the rapid
upgrading of telecommunications services expected in Latin America. In the
United States, the Company is continuing to pursue opportunities to acquire
selected operators that will enable the Company to expand its geographic
coverage and customer base without the risks and expense of start-up operations
and to acquire additional management talent for future growth.
The principal executive offices of the Company are located at 3155 N.W.
77th Avenue, Miami, Florida, 33122-1205, telephone (305) 599-1800.
SELECTED FINANCIAL INFORMATION
The following table presents selected consolidated financial information
of the Company and selected combined financial information of the CT Group as
of the dates and for each of the periods indicated. The selected financial
data set forth below should be read in conjunction with the Consolidated
Financial Statements or the Combined Financial Statements, as the case may be,
Page 8 of 23
the notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included in the Company's Annual Report on
Form 10-K incorporated herein by reference.
Year Ended December 31,
1995 1994 1993 1992 1992
(1-2) (3) (3) (3)
(In thousands, except per share amounts)
Income statement data:
Revenue $174,583 $111,294 $44,683 $34,136 $31,588
Costs of revenue 130,762 83,952 28,729 22,163 22,970
--------- --------- -------- -------- --------
Gross profit 43,821 27,342 15,954 11,973 8,618
General and
administrative
expenses 19,081 13,022 9,871 3,289 2,796
Depreciation and
amortization 6,913 4,439 609 371 359
--------- --------- -------- -------- --------
Operating Income 17,827 9,881 5,474 8,313 5,463
Interest expense (4) 4,954 3,587 133 33 29
Interest and dividend
income (5) 3,349 1,469 315 207 227
Special charge-real
estate and
investments write-
downs 23,086 0 0 0 0
Other income
(expense), net 2,028 1,009 (81) 209 85
(Losses) equity in
earnings of
unconsolidated
companies and
minority interest (139) 247 1,177 (416) (446)
(Benefit) provision
for income taxes (6) (1,835) 3,211 2,539 3,113 1,992
--------- --------- -------- -------- --------
(Loss) income from
continuing operations $(3,140) $5,808 $4,213 $5,167 $3,308
(6)
Average shares 16,046 16,077 10,250 10,250 10,250
outstanding (7) (7) (7)
(Loss) primary
earnings per share
from continuing
operations $(0.20) $0.36 $0.41 $0.50 $0.32
Balance sheet data:
Property and
equipment, net $44,571 $40,102 $4,632 $3,656 $2,406
Total assets 170,163 142,452 21,325 23,443 11,733
Total long-term debt 44,226 35,956 3,579 855 371
Stockholders' 50,504 50,874 10,943 15,690 9,436
equity(8)
Page 9 of 23
- ------------------------------------------------
(1) Includes the results of the CT Group for the full year 1994, the results
of Burnup & Sims from March 11, 1994 through the end of 1994, and the
results of DTI from June 22, 1994 through the end of 1994.
(2) The 1994 results of operations have been reclassified to reflect the
discontinuation of certain non-core operations of the Company. Net assets
of discontinued operations at December 31, 1995, have been segregated in
the consolidated balance sheet. See Note 16 to the Consolidated Financial
Statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Overview-Discontinued Operations"
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, incorporated herein by reference.
(3) Includes the results and financial condition of the CT Group only. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations-Overview-The Acquisition" included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, incorporated
herein by reference.
(4) Included is interest due to stockholders from outstanding notes amounting
to $135,000 for the year ended December 31, 1995 and $223,000 for the year
ended December 31, 1994.
(5) Included is interest accrued from notes from stockholders amounting to
$289,000 for the year ended December 31, 1995, and $304,000 for the year
ended December 31, 1994.
(6) The CT Group was not subject to income taxes because it was an S
corporation and, as a consequence, income from continuing operations has
been adjusted to reflect a pro forma provision for income taxes.
(7) Reflects the shares of common stock of the Company received by the former
shareholders of the CT Group pursuant to the acquisition by the Company of
Burnup & Sims and not the outstanding shares of common stock of the CT
Group.
(8) See Note 12 to the Consolidated Financial Statements, included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995,
incorporated herein by reference, regarding distributions made to the CT
Group shareholders in connection with the acquisition by the Company of
Burnup & Sims.
Page 10 of 23
RISK FACTORS
An investment in the shares of Common Stock offered hereby involves a high
degree of risk. In addition to the other information contained or incorporated
by reference herein, the following factors should be considered carefully in
evaluating the Company and its business prospects before purchasing any shares
of Common Stock.
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain statements included in this
Prospectus are forward-looking, such as statements regarding the Company's
growth strategy. Such forward-looking statements are based on the Company's
current expectations and are subject to a number of risks and uncertainties
that could cause actual results in the future to differ significantly from
results expressed or implied in any forward-looking statements made by, or on
behalf of, the Company. These risks and uncertainties include, but are not
limited to, uncertainties relating to the Company's relationships with key
customers and implementation of the Company's growth strategy. These and other
risks are detailed below as well as in other documents filed by the Company
with the Commission.
Dependence on Key Customers
For the year ended December 31, 1995, Sintel and the Company derived a
substantial portion of their revenue from the provision of telecommunication
infrastructure services to certain key customers. Approximately 88% of
Sintel's revenue was derived from services performed for Telefonica and its
affiliates, and approximately 42% of the Company's revenue from continuing
operations was derived from services performed for BellSouth. On a pro forma
basis, after giving effect to the Sintel Acquisition, 52% of the Company's
revenue from continuing operations for the year ended December 31, 1995 would
have been derived from services performed for Telefonica, and 17% of its
revenue would have been derived from services performed for BellSouth.
Although the Company's strategic plan envisions diversification of its customer
base, the Company anticipates that it will continue to be dependent on
Telefonica and its affiliates and the RBOCs with which it currently does
business for a significant portion of its revenue. There are a number of
factors that could adversely affect Telefonica or the RBOCs and their ability
or willingness to fund capital expenditures in the future, which in turn could
negatively affect the Company, including the potential adverse nature of, or
the uncertainty caused by, changes in governmental regulation, technological
changes, increased competition, adverse financing conditions for the industry
and economic conditions generally.
Risk Inherent in Growth Strategy
The Company has grown rapidly through the Burnup Acquisition, the Sintel
Acquisition and the acquisition of other companies. The Company anticipates
that it will make additional acquisitions and is actively seeking and
evaluating new acquisition candidates. There can be no assurance, however,
that the Company will be able to continue to identify and acquire appropriate
businesses or obtain financing for such acquisitions on satisfactory terms.
The Company's growth strategy presents the risks inherent in assessing the
value, strengths and weaknesses of growth opportunities, in evaluating the
costs and uncertain returns of expanding the operations of the Company and in
integrating existing operations with new acquisitions. The Company's growth
Page 11 of 23
strategy also assumes there will continue to be significant increase in demand
for telecommunications services, which may not materialize. The Company's
anticipated growth may place significant demands on the Company's management
and its operational, financial and marketing resources. The Company's
operating results could be adversely affected if it is unable to successfully
integrate new companies into its operations. Future acquisitions by the
Company could result in potentially dilutive issuances of securities, the
incurrence of additional debt and contingent liabilities, and amortization
expenses related to goodwill and other intangible assets, which could
materially adversely affect the Company's profitability.
Certain Risks Associated With Sintel
Historical Operating Losses.
During 1993, 1994 and 1995, Sintel suffered significant net losses. In
1994, Sintel's current management implemented a restructuring plan to return
Sintel to profitability. As a result of the restructuring plan, Sintel
recorded a 38 billion peseta (approximately $30.1 million) charge in 1995 due
primarily to reductions in personnel. Absent this restructuring charge, Sintel
would have realized net income in 1995. The balance of the restructuring plan
is being implemented in 1996 and contemplates additional cost savings to
achieve positive operating results in 1996 and beyond. There can be no
assurance that the restructuring plan will be successful or that other factors
such as greater than anticipated reductions in demand or prices for Sintel's
services or greater than anticipated labor costs will not have a material
adverse effect on Sintel's financial condition or business prospects.
Labor Relations
Substantially all of Sintel's work force in Spain is unionized. The
agreement with Sintel's employee representatives has expired and negotiations
are on-going for a new labor agreement. There can be no assurance that a new
labor agreement with Sintel's employee representatives can be concluded
successfully or on favorable terms. Sintel has suffered strikes and work
stoppages in the past, none of which has had a material adverse effect on
Sintel. Future strikes or work stoppages could have a material adverse effect
on Sintel.
Non-Majority Control of Latin American Affiliates
Sintel owns 50% or less of the affiliates through which it does business
in Argentina, Chile and Peru. As a result, the Company may not be able to
cause these companies to pay dividends and other distributions and its lack of
majority control may inhibit the Company's ability to implement strategies that
it favors.
Risk of Investment in Foreign Operations
The Company's current and future operations and investments in certain
foreign countries are generally subject to the risks of political, economic or
social instability, including the possibility of expropriation, currency
devaluation, hyper-inflation, confiscatory taxation or other adverse regulatory
Page 12 of 23
or legislative developments, or limitations on the repatriation of investment
income, capital and other assets. The Company cannot predict whether any of
such factors will occur in the future or the extent to which such factors would
have a material adverse effect on the Company's international operations.
Currency Exchange Risks
The Company conducts business in several foreign currencies, which are
subject to fluctuations in the exchange rate relative to the U.S. dollar. The
Company attempts to balance its foreign currency denominated assets and
liabilities as a means of hedging its balance sheet currency risk, but there
can be no assurance that this balance can be maintained. In addition, the
Company's results of operations from foreign activities are translated into
U.S. dollars at the average prevailing rates of exchange during the period
reported, which average rates may differ from the actual rates of exchange in
effect at the time of actual conversion into U.S. dollars.
Dependence on Senior Management
The Company's businesses are managed by a small number of key executive
officers, including Jorge Mas, the Company's President and Chief Executive
Officer, and Jorge L. Mas, the Company's Chairman. The loss of services of
certain of these executives could have a material adverse effect on the
business, financial condition and results of operations of the Company. The
Company's success may also be dependent on its ability to hire and retain
additional qualified management personnel. There can be no assurance that the
Company will be able to hire and retain such personnel.
Competition
The Company competes with independent third parties in most of the markets
in which it operates. While the Company believes that it has greater
expertise, experience and resources than its competitors in many of the markets
in which it operates, there are relatively few barriers to entry into such
markets and, as a result, any business that has access to persons who possess
technical expertise and adequate financing may become a competitor of the
Company. Because of the highly competitive bidding environment in the United
States for the services provided by the Company, the price of a contractor's
bid has often been the deciding factor in determining whether such contractor
was awarded a contract for a particular project. There can be no assurance
that the Company's competitors will not develop the expertise, experience and
resources to provide services that achieve greater market acceptance or that
are superior in both price and quality to the Company's services; or that the
Company will be able to maintain and enhance its competitive position.
The Company also faces competition from the in-house service organizations
of RBOCs, which employ personnel who perform some of the same types of services
as those provided by the Company. Although a significant portion of these
services is currently outsourced, there can be no assurance that existing or
prospective customers of the Company will continue to outsource
telecommunication infrastructure services in the future.
Page 13 of 23
Technological Changes
The telecommunications industry is subject to rapid technological changes.
Wireline systems that are used for the transmission of video, voice and data
face potential displacement by various technologies, including wireless
technologies such as direct broadcast satellite television and cellular
telephony. Should the use of such technologies increase, it could, over the
long term, have an adverse effect on the Company's wireline operations.
Controlling Shareholders
Jorge Mas, the Company's President and Chief Executive Officer, and his
father, Jorge L. Mas, the Company's Chairman, together with other family
members, beneficially own more than 50% of the outstanding shares of common
stock of the Company. Accordingly, they have the power to control the election
of the Company's directors and to effect certain fundamental corporate
transactions.
Shares Eligible for Future Sale
Future sales of shares by existing stockholders under Rule 144 of the
Securities Act or the issuance of shares of Common Stock upon the exercise of
options, could materially adversely affect the market price of shares of Common
Stock and could materially impair the Company's future ability to raise capital
through an offering of equity securities. The Company has registered 800,000
shares of Common Stock for issuance upon exercise of options granted to its
employees under the Company's 1994 Stock Incentive Plan and an additional
400,000 shares of Common Stock for issuance upon the exercise of options
granted to its non-employee directors under the Company's 1994 Stock Option
Plan for Non-Employee Directors. Options to purchase approximately 133,000
shares are currently issued and exercisable. No prediction can be made as to
the effect, if any, that market sales of such shares or the availability of
such shares for future sales, or market sales of shares sold in offerings
pursuant to this Prospectus or the availability of such shares for future
sales, will have on the market price of shares of Common Stock prevailing from
time to time. Sales of substantial amounts of Common Stock in the public
market could adversely affect the prevailing market price of the Common Stock.
Anti-Takeover Provisions
The Company's certificate of incorporation and bylaws and certain
provisions of the Delaware General Corporation Law (the "DGCL") may make it
difficult in some respects to effect a change in control of the Company and
replace incumbent management. The existence of these provisions may have a
negative impact on the price of the Common Stock, may discourage third party
bidders from making a bid for the Company, or may reduce any premiums paid to
stockholders for their Common Stock. In addition, the Board of Directors of
the Company has the authority to fix the rights and preferences of, and to
issue shares of, the Company's preferred stock, and to take other actions that
may have the effect of delaying or preventing a change of control of the
Company without the action of its stockholders.
Page 14 of 23
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, $.10 par value, and 5,000,000 shares of preferred stock, $1.00
par value (the "Preferred Stock"). Upon completion of the Offering, assuming
all registered shares are offered, there will be approximately 17,300,000 shares
of Common Stock issued and outstanding. No shares of Preferred Stock are
outstanding.
Common Stock
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders. Holders of Common Stock do not
have cumulative rights, so that holders of more than 50% of the shares of Common
Stock are able to elect all of the Company's directors eligible for election in
a given year. For a description of the classification of the Board of
Directors, see "Certain Provisions of Certificate of Incorporation and By-
laws." The holders of Common Stock are entitled to dividends and other
distributions if and when declared by the Board of Directors out of assets
legally available therefor, subject to the rights of any holder of Preferred
Stock that may from time to time be outstanding. Upon the liquidation,
dissolution or winding up of the Company, the holders of shares of Common Stock
are entitled to share pro rata in the distribution of all of the Company's
assets remaining available for distribution after satisfaction of all the
Company's liabilities and the payment of the liquidation preference of any
Preferred Stock that may be outstanding. The holders of Common Stock have no
preemptive or other subscription rights to purchase shares of stock of the
Company, and there are no redemption or sinking fund provisions applicable to
the Common Stock. Immediately upon consummation of this Offering, all of the
then outstanding shares of Common Stock will be validly issued, fully paid and
nonassessable.
The transfer agent and registrar for the Common Stock is First Union
National Bank of North Carolina.
Preferred Stock
The Company's Restated Certificate of Incorporation (the "Certificate"),
which is filed as an exhibit to the Registration Statement of which this
Prospectus constitutes a part, authorizes the Company's Board of Directors to
issue Preferred Stock in series and to establish the number of shares to be
included in each such series and to fix the designations, powers, preferences
and rights of the shares of each such series and any qualifications, limitations
or restrictions thereof. Because the Board of Directors has the power to
establish the preferences and rights of the shares of any such series of
Preferred Stock, it may afford the holders of any Preferred Stock that may be
outstanding preferences, powers and rights (including voting rights) senior to
the rights of the holders of Common Stock. The issuance of Preferred Stock may
have the effect of delaying, deferring or preventing a change in control of the
Company. See "Risk Factors-Anti-Takeover Provisions."
Page 15 of 23
Delaware Law and Certain Provisions of Certificate of Incorporation and By-laws
The Certificate, the Company's By-laws (the "By-laws") and Section 203 of
the DGCL contain certain provisions that may make the acquisition of control of
the Company by means of a tender offer, open market purchase, proxy fight or
otherwise, more difficult.
Business Combinations. The Company is a Delaware corporation and is
subject to Section 203 of the DGCL. In general, subject to certain exceptions,
Section 203 of the DGCL prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless upon consummation of such transaction,
the interested stockholder owned 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding for purposes of
determining the number of shares outstanding those shares owned by (x) persons
who are directors and also officers and (y) employee stock plans in which
employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer)
or unless the business combination is, or the transaction in which such person
became an interested stockholder was, approved by the board of directors of the
corporation before the stockholder became an interested stockholder; or the
business combination is approved by the board of directors of the corporation
and authorized at an annual or special meeting of the corporation's stockholders
by the affirmative vote of at least 66 2/3% of the outstanding voting stock
which is not owned by the interested stockholder. For purposes of Section 203,
a "business combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder; an "interested
stockholder" is a person who, together with affiliates and associates, owns (or,
in the case of affiliates and associates of the issuer, did own within the last
three years) 15% or more of the corporation's voting stock other than a person
who owned such shares on December 23, 1987.
In addition to the requirements in Section 203 described above, the
Certificate requires the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of all outstanding shares of the Company
entitled to vote at an election of directors, voting together as a single class,
to approve certain business combinations proposed by a individual or entity that
is the beneficial owner, directly or indirectly, of more than 10% of the
outstanding voting stock of the Company. This voting requirement is not
applicable to "business combinations" if either (i) the Company's Board of
Directors has approved a memorandum of understanding with such other corporation
with respect to and substantially consistent with such transaction prior to the
time that such other corporation became a holder of more than 10% of the
outstanding voting stock of the Company; or (ii) the transaction is proposed by
a corporation of which a majority of the outstanding voting stock is owned of
record or beneficially by the Company and/or any one or more of its subsidiaries
. For purposes of this discussion, a "business combination" includes any merger
or consolidation of the Company with or into another corporation, any sale or
lease of all or any substantial part of the property and assets of the Company,
or issuances of securities of the Company in exchange for sale or lease to the
Company of property and assets having an aggregate fair market value of $1
million or more.
Page 16 of 23
Classified Board of Directors and Related Provisions. The Certificate
provides that the number of directors of the Company shall be fixed from time to
time by, or in the manner provided in, the By-laws. The By-laws provide that
the number of directors will be six, the Board of Directors will be divided into
three classes of directors, with each class having a number as nearly equal as
possible and that directors will serve for staggered three-year terms. As a
result, one-third of the Company's Board of Directors will be elected each year.
The classified board provision could prevent a party who acquires control of a
majority of the outstanding voting stock of the Company from obtaining control
of the Board of Directors until the second annual stockholders meeting following
the date the acquiror obtains the controlling interest.
Directors may be removed with or without cause by the affirmative vote of
the holders of 80 % of all outstanding voting stock entitled to vote. A
majority of the entire Board of Directors may also remove any director for
cause. Vacancies on the Board of Directors may be filled by a majority of the
remaining directors, or by the stockholders.
Authorized and Unissued Preferred Stock. Upon consummation of the
Offering, there will be 5,000,000 authorized and unissued shares of Preferred
Stock. The existence of authorized and unissued Preferred Stock may enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a merger, tender offer, proxy consent
or otherwise. For example, if in the due exercise of its fiduciary obligations,
the Board of Directors were to determine that a takeover proposal is not in the
Company's best interests, the Board of Directors could cause shares of Preferred
Stock to be issued without stockholder approval in one or more private offerings
or other transactions that might dilute the voting or other rights of the
proposed acquiror or insurgent stockholder or stockholder group or create a
substantial voting block in institutional or other hands that might undertake to
support the position of the incumbent Board of Directors. In this regard, the
Certificate grants the Board of Directors broad power to establish the
designations, powers, preferences and rights of each series of Preferred Stock.
See "- Preferred Stock."
Stockholder Action by Written Consent. The By-laws provide that
stockholder action can be taken only at an annual meeting or special meeting of
stockholders and can only be taken by written consent in lieu of a meeting with
the unanimous written consent of the stockholders.
Indemnification. The Certificate provides that the Company shall indemnify
each director and officer of the Company to the fullest extent permitted by law
and limits the liability of directors to the Company and its stockholders for
monetary damages in certain circumstances. The Certificate also provides that
the Company may purchase insurance on behalf of the directors, officers,
employees and agents of the Company against certain liabilities they may incur
in such capacity, whether or not the Company would have the power to indemnify
against such liabilities.
Dividend Restrictions
The Company's credit facilities currently limit the Company's ability to
pay dividends on the Common Stock. The payment of dividends on the Common
Stock is also subject to the preference that may be applicable to any then
outstanding Preferred Stock.
Page 17 of 23
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SHARES OF COMMON
STOCK OFFERED HEREBY OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
SUCH SHARES TO ANY PERSON, OR THE SOLICITATION OF A PROXY FROM ANY PERSON, IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OF AN OFFER OR PROXY
SOLICITATION IS UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT
IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
TABLE OF CONTENTS
Page
Available Information
Incorporation of Certain Documents by
Reference
The Company
Selected Financial Information
Risk Factors
Description of Capital Stock
[MasTec, Inc. Logo]
Page 18 of 23
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate") provides that the Company shall indemnify to the fullest extent
authorized by the Delaware General Corporation Law (the "DGCL"), each person who
is involved in any litigation or other proceeding because such person is or was
a director or officer of the Company, against all expense, loss or liability
reasonably incurred or suffered in connection therewith. The Company'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 Company
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.
Section 145 of the DGCL permits a corporation to indemnify any director or
officer of the corporation against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that such person is or was a director or officer of the corporation, if such
person acted in good faith and in a manner that 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, if he had no reason to believe his conduct
was unlawful. In a derivative action, (i.e., one brought by or on behalf of the
corporation), indemnification may be made only for expenses, actually and
reasonably incurred by any director or officer in connection with the defense or
settlement of such an action or suit, if such person acted in good faith and in
a manner that he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged to be liable to the corporation, unless and
only to the extent that the court in which the action or suit was brought shall
determine that the defendant is fairly and reasonably entitled to indemnity for
such expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the DGCL, the Company's Certificate
eliminates the liability of a director to the corporation or its stockholders
for monetary damages for such breach of fiduciary duty as a director, except for
liabilities arising (i) from any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) from acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL, or (iv) from any transaction from which the
director derived an improper personal benefit.
The Company has obtained primary and excess insurance policies insuring the
directors and officers of the Company 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 Company, may also pay amounts for
which the Company has granted indemnification to the directors or officers.
Item 21. Exhibits and Financial Statement Schedules.
The following documents are filed as exhibits to this registration statement:
3.1 Certificate of Incorporation of the Company, filed as Exhibit 3(i) to
Company's Registration Statement on Form S-8 (File No. 33-55327) and
incorporated by reference herein.
Page 19 of 23
3.2 By-laws of the Company, filed as Exhibit 3.1 to Company's Form 10-Q for the
quarter ended March 31, 1996 and incorporated by reference herein.
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson
10.1 Stock Purchase Agreement dated June 22, 1994, between MasTec, Inc. and
Designed Traffic Installation Co., filed as Exhibit 2 to the Company's Form 8-K
dated July 6, 1994 and incorporated by reference herein.
10.2 Loan and Security Agreement dated January 29, 1995, between the Company and
Barclays Business Credit, Inc. (now known as Fleet Capital Corporation), filed
as Exhibit 10 to the Company's Form 8-K dated February 9, 1995 and incorporated
by reference herein.
10.3 Loan Agreement dated July 14, 1995 between the Company and Devono Company
Limited, filed as Exhibit 10 to the Company's Form 10-Q for the quarter ended
June 30, 1995 and incorporated by reference herein.
10.4 Amendment to Loan and Security Agreement dated February 29, 1996 between
the Company and Fleet Capital Corporation.
10.5 Stock Option Agreement dated March 11, 1994 between the Company and Arthur
B. Laffer.
10.6 Stock Purchase Agreement dated April 1, 1996 between the Company and
Telefonica de Espana, S.A., filed as Exhibit 2.1 to the Company's Form 8-K dated
April 30, 1996 and incorporated by reference herein.
21.1 Subsidiaries of the Company.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen L.L.P.
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit
5.1 above)
24.1 Power of Attorney (included on Signature Page of this Registration
Statement)
27.1 Financial data schedule, filed as Exhibit 27.1 to Company's Form 10-Q for
the quarter ended March 31, 1996 and incorporated by reference herein.
Item 22. Undertakings
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of this Registration Statement through
the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
Registration statement when it became effective.
Page 20 of 23
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual reports pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(1) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
Page 21 of 23
(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Page 22 of 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-4 and
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 August 2, 1996.
MASTEC, INC.
/s/ Edwin D. Johnson
-------------------------------
Edwin D. Johnson
Senior Vice President - Chief Financial Officer
(Principal Financial and Accounting Officer)
The undersigned directors and officers of MasTec, Inc. hereby
constitute and appoint Edwin D. Johnson 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 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.
Signature Title Date
/s/ Jorge Mas President and Chief Executive Officer August 2, 1996
_________________________(Principal Executive Officer)
Jorge Mas
/s/ Jorge L. Mas August 2, 1996
_________________________ Chairman of the Board
Jorge L. Mas
/s/ Eliot C. Abbott August 2, 1996
_________________________ Director
Eliot C. Abbott
/s/ Arthur B. Laffer August 2, 1996
_________________________ Director
Arthur B. Laffer
/s/ Samuel C. Hathorn, Jr. August 2, 1996
______________________________Director
Samuel C. Hathorn, Jr.
/s/ Jose S. Sorzano August 2, 1996
_______________________ Director
Jose S. Sorzano Page 23 of 23
Exhibit 5.1
August 2, 1996
202-639-7315
MasTec, Inc.
3155 NW 77th Avenue
Miami, FL 33122
Ladies and Gentlemen:
We are acting as special counsel for MasTec, Inc., a Delaware corporation
(the "Company") in connection with the offer, sale, and issuance to the public
(the "Offering") of up to 500,000 shares of the Company's common stock, $.10 par
value (the "Common Stock"). Capitalized terms used herein and not defined
herein shall have the meaning given to them in the Registration Statement on
Form S-4 filed by the Company with the Securities and Exchange Commission on
August 2, 1996 (the "Registration Statement").
In connection with this opinion, we have (i) investigated such questions
of law, (ii) examined originals or certified, conformed or reproduced copies of
such agreements, instruments, documents and records of the Company and its
subsidiaries, such certificates of public officials and such other documents and
(iii) reviewed such information from officers and representatives of the Company
and its subsidiaries and others as we have deemed necessary or appropriate for
the purposes of this opinion.
In all such examinations, we have assumed the legal capacity of all natural
persons executing documents, the genuineness of all signatures, the authenticity
of all original or certified documents, and the conformity to original or
certified documents of all copies submitted to us as conformed or reproduced
copies. As to various questions of fact relevant to the opinions expressed
herein, we have relied upon, and assume the accuracy of, the statements made in
certificates and oral or written statements and other information of or from
public officials and officers and representatives of the Company, its
subsidiaries and others.
Based upon the foregoing, and subject to the limitations set forth herein,
we are of the opinion that:
The shares of Common Stock to be sold by the Company in the
Offering, when issued, delivered and paid for as described in the
section captioned "Terms of Transactions" in the Prospectus and
Prospectus Supplements that are or will be delivered in
connection with the Registration Statement (with the
consideration therefor in the form of cash, services rendered,
personal property, real property, leases of real property, or a
combination thereof, in excess of the par value of such shares)
will be duly authorized, validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement. In giving this consent,
we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act.
Page 1 of 2
We are members of the Bars of the State of New York and the
District of Columbia. The opinions expressed herein are limited
to the federal laws of the United States and the General
Corporation Law of the State of Delaware.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Stephen I. Glover
_________________________________________
Stephen I. Glover
Page 2 of 2
Exhibit 21.1 Subsidiaries of the Registrant Set forth below is a list of the significant subsidiaries of the Company as of July 31, 1996. Burnup & Sims Communication Services, Inc. Burnup & Sims ComTec, Inc. Burnup & Sims Network Designs Burnup & Sims of California, Inc. Burnup & Sims of Texas, Inc.* Burnup & Sims of the Carolinas, Inc. Burnup & Sims TelCom of Florida, Inc. Burnup & Sims TSI, Inc. Carolina Com-Tec, Inc.? Church & Tower, Inc.+ Church & Tower Fiber Tel, Inc. Church & Tower of Florida, Inc.+ Church & Tower of TN, Inc. Designed Traffic Installation Co., Inc.+ LatLink Corporation MasTec International, Inc. MasTec Teleport, Inc. Sistemas e Instalaciones de Telecomunicacion, S.A. # Utility Line Maintenance, Inc. @ The jurisdiction of incorporation for each of the subsidiaries is Delaware except the following: *Texas, +Florida, @ Georgia, #Spain, ?North Carolina. All operating subsidiaries of the Company are 100% owned, with the exception of MasTec Teleport, Inc. which is 80% owned.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of MasTec, Inc. and subsidiaries (formerly the Church &
Tower Group) on Form S-4 of our report dated March 22, 1996, on
our audits of the consolidated financial statements of MasTec,
Inc. and subsidiaries as of December 31, 1995 and 1994, and for
the years ended December 31, 1995, 1994 and 1993.
/s/ Coopers & Lybrand L.L.P.
- -------------------------------
COOPERS & LYBRAND L.L.P.
Miami, Florida
August 2, 1996
Exhibit 23.2 August 1, 1996 MasTec, Inc. 3155 N.W. 77th Avenue Miami, Florida 33122 United States Attention: Mrs. Carmen Sabater Dear Sirs, We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-4 of our report dated February 26, 1996 relating to the financial statements of Sintel, S.A. which appears in MasTec, Inc.'s Current Report on Form 8-K/A dated July 15, 1996. Yours faithfully, ARTHUR ANDERSEN /s/ Juan Ramirez - --------------------- Juan Ramirez Aguero