SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 11, 1994
----------------------
MasTec, Inc.
----------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-3797 59-1259279
----------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8600 N.W. 36th Street, Miami, Florida 33166
----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (305) 599-1800
-------------------------
Burnup & Sims Inc.
----------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Form 8-K
Item 1. Changes in Control of the Registrant.
------------------------------------
(a) On March 11, 1994, Jorge L. Mas, Jorge Mas, Juan Carlos Mas
and Jose Ramon Mas acquired in the aggregate approximately 65% of the
outstanding common stock of the Registrant in exchange for all of the issued
and outstanding common stock of Church & Tower of Florida, Inc. ("CTF"), and
Church & Tower, Inc. ("CT"), each a Florida corporation, pursuant to an
Agreement dated October 15, 1993, as amended by the First Amendment, the
Second Amendment and the Third Amendment (collectively, the "Agreement").
To the extent that these individuals act in concert, they will be able to
control the election of the Board of Directors of the Registrant and to effect
certain fundamental corporate transactions.
Item 2. Acquisition or Disposition of Assets.
------------------------------------
(a) As a result of the acquisition of all of the outstanding
common stock of CT and CTF pursuant to the Agreement, the Registrant
indirectly acquired all of the assets of CT and CTF. A more detailed
description of the principles followed in determining the consideration given
and received by the Registrant is contained in the Registrant's Definitive
Proxy Statement previously filed on February 10, 1994 (the "Definitive Proxy
Statement").
There are no material relationships between the members of the
Mas family described in Item 1 and the Registrant other than as described in
the Definitive Proxy Statement.
(b) CT and CTF provide a broad range of services to the
telecommunications industry and are engaged in providing construction and
design services to government and industry, in South Florida. The Registrant
intends that both CT and CTF shall continue to conduct their businesses as
presently conducted. A more detailed description of the respective businesses
of CT and CTF and of the background of the Acquisition is contained in the
Definitive Proxy Statement.
Item 4. Change in Registrant's Certifying Accountant.
--------------------------------------------
(a) On March 11, 1994, Deloitte & Touche was terminated as the
Registrant's independent accountant. The Audit Committee of the Registrant's
Board of Directors met to consider a replacement and unanimously
recommended to the Board of Directors that Price Waterhouse be retained as
the Registrant's new independent accountant. The Board of Directors
considered and approved this recommendation, and Price Waterhouse was
retained as the Registrant's independent accountant, on March 11, 1994.
None of the reports of Deloitte & Touche on the financial
statements of the Registrant 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 Registrant's two most recent fiscal years and the subsequent
interim period preceding the resignation of Deloitte & Touche, there was
no disagreement between the Registrant and Deloitte & Touche on any matter
of accounting principle or practice, financial statement disclosure, or
auditing scope or procedure which would have caused Deloitte & Touche to
have made reference to the subject matter of the disagreement in connection
with its reports, and no reportable event as defined in Item 304(a)(1)(v)
of Regulation S-K occurred.
(b) Prior to retaining Price Waterhouse, the Registrant did not
consult Price Waterhouse regarding the application of accounting principles
to a specified transaction, either completed or proposed, or the type of
audit that might be rendered on the Registrant's financial statements, or
the existence or non-existence of disagreements with the Registrant's former
independent accountants, or the occurrence of a reportable event.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) and (b) Financial Statements of Business Acquired and Pro
Forma Financial Information.
The financial statements and pro forma financial information
required by this Item are currently unavailable and will be filed not later
than 60 days after the date of this filing.
(c) Exhibits.
--------
Number Title
------ -----
2A Agreement *
2B Agreement between Burnup &
Sims Inc. and National
Beverage Corp. *
3(i) Amended and Restated
Certificate of Incorporation *
16 Letter on Change in
Certifying Accountant
Item 8. Change in Fiscal Year.
---------------------
The Registrant changed its fiscal year end to December 31 on
March 11, 1994 and intends to file a report on Form 10-K covering the
transition period.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MasTec, Inc.
Date: March 18, 1994 By:
-------------------------------
Name: Carlos Valdes
Title: Sr. Vice President-Finance
(Principal Financial Officer)
March 17, 1994
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madam:
We have read and agree with the comments in the first
sentence of the first paragraph and in the second paragraph
of Item 4 of Form 8-K of MasTec, Inc. dated March 11, 1994.
We have no basis to agree or disagree with the remaining
comments in Item 4.
Yours truly,
DELOITTE & TOUCHE
cc: Mr. Carlos A. Valdes
Chief Financial Officer
MasTec Inc.