UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) October 19, 2004
MASTEC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
| 0-08106 | 65-0829355 | |
| (Commission File Number) | (IRS Employer Identification No.) |
800 S. Douglas Road, 12th Floor, Coral Gables,
Florida 33134
(Address of Principal Executive Offices) (Zip Code)
(305) 599-1800
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departures of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On October 19, 2004 the Board of Directors of MasTec, Inc (the “Company”) elected Robert J. Dwyer to fill a current vacancy on the Company’s Board for the term ending on the date of the Company’s Annual Meeting of Shareholders in 2004. A copy of the Company’s press release announcing Mr. Dwyer’s appointment is attached hereto as Exhibit 99.
There are no arrangements or understandings between Mr. Dwyer and any other person pursuant to which Mr. Dwyer was elected as a Director, other than the Company’s compensation arrangements and plans for non-employee Directors and the Company’s other policies and procedures which are generally applicable to Directors.
At the time of his election, Mr. Dwyer was not appointed to any committee of the Board of Directors, and there is no current expectation as to which committee(s) Mr. Dwyer might ultimately be appointed by the Board.
Since the beginning of the Company’s last fiscal year, the Company and its subsidiaries have not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which Mr. Dwyer had a direct or indirect material interest.
ITEM 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired | Not applicable |
| (b) | Pro Forma Financial Information | Not applicable |
| (c) | Exhibits | The following exhibits are filed with this report: |
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release announcing Robert J. Dwyer dated October 19, 2004. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: October 22, 2004 | MASTEC, INC. BY: /S/ Austin Shanfelter —————————————— Austin Shanfelter Chief Executive Officer MASTEC, INC. |
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release announcing Robert J. Dwyer dated October 19, 2004. |
EXHIBIT 99.1
Robert J. Dwyer Joins MasTec Board
CORAL GABLES, Fla., Oct. 19 /PRNewswire-FirstCall/ — MasTec, Inc.(NYSE: MTZ) today announced that Mr. Robert J. Dwyer has joined MasTec’s Board of Directors. Mr. Dwyer retired from Morgan Stanley Dean Witter in 1999 as Executive Vice President-National Sales Director, from 1991 until retirement. He currently serves as an Advisory Director for Morgan Stanley & Co. Prior to 1991, he served with Dean Witter Reynolds, Inc. as Executive Vice President of Taxable Fixed Income Products and also as Senior Vice President-Associate National Sales Director.
Mr. Dwyer has numerous charitable and civic interests. He currently serves as Chairman of the Board of Trustees for Niagara University and is on the investment committee for the Vincentian Order. Mr. Dwyer also serves as Chairman of the Dwyer Family Foundation, which supports a number of health and social programs.
“Mr. Dwyer had a long and distinguished career on Wall Street, and we are fortunate to be able to access his talent and experience for the Company,” commented Jorge Mas, Chairman of MasTec’s Board of Directors.
MasTec (http://www.mastec.com) is a leading communications, broadband, intelligent traffic and energy infrastructure service provider. The Company designs, builds, installs, maintains, upgrades and monitors internal and external networks for leading companies and government entities.
This press release and any accompanying documents contain forward-looking statements, such as statements regarding MasTec’s future growth and profitability, growth strategy, and anticipated trends in the industries and economies in which MasTec operates. The words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “target,” “project” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on MasTec’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including that our revenue and profits may differ from that projected, that we may be further impacted by slowdowns in our clients’ businesses or in the economy in general, that our reserves for receivables may be inadequate and that we may experience increased costs associated with realigning our business or may be unsuccessful in those efforts. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from results expressed or implied in any forward-looking statements made by MasTec in this press release. These and other risks are detailed in this press release and/or documents filed by MasTec with the Securities and Exchange Commission. MasTec does not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances.
| Investor
Relations (305)406-1815 marc.lewis@mastec.com J. Marc Lewis Vice President - Investor Relations |