SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): May 29, 1998
MASTEC, INC.
(Exact name of registrant as specified in its charter)
Florida 0-3797 65-0829355
State or other jurisdiction (Commission File Number) (I.R.S. Employer)
of incorporation
3155 N.W. 77th Avenue
Miami, Florida 33122-1205
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 305/599-1800
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events
On May 29, 1998, MasTec, Inc., a Delaware corporation (the "Company"),
consummated its reincorporation of the Company from Delaware to Florida in
accordance with the terms of a Plan of Merger, dated as of March 19, 1998 (the
"Plan"), among the Company and MasTec Reincorporation, Inc., a Florida
corporation and wholly-owned subsidiary of the Company (the "Subsidiary").
Pursuant to the Plan, the Company merged with and into the Subsidiary with the
Subsidiary being the surviving corporation (the "Surviving Corporation"). The
Surviving Corporation assumed all of the assets and liabilities of the Company,
including contractual obligations under the Company's outstanding indebtedness.
The existing Board of Directors and officers of the Company became the Board of
Directors and officers of the Surviving Corporation for identical terms of
office. The Surviving Corporation also assumed the name of "MasTec, Inc." in the
merger so that the Surviving Corporation will operate under the same name as the
Company. Pursuant to the merger each share of the Company's Common Stock issued
and outstanding was automatically converted into one fully-paid and
nonassessable share of the Common Stock, $0.10 par value per share, of the
Surviving Corporation. In addition, each currently outstanding stock option of
the Company was automatically converted into an option to purchase the same
number of shares of Common Stock of the Surviving Corporation at the same option
exercise price per share and upon the same terms and subject to the same
conditions as set forth in the option. The Company does not intend to issue new
stock certificates to stockholders of record in connection with the merger.
Instead, each certificate representing issued and outstanding shares of Common
Stock of the Company immediately prior to the effective date of the merger will
continue to evidence ownership of the shares of Common Stock of the Surviving
Corporation after the effective date of the merger.
The Surviving Corporation's Common Stock was deemed to be registered
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), pursuant to Rule 12g-3(a) thereunder upon its issuance in
exchange for the Common Stock of the Company. This Form 8-K is being filed
for the purpose of accomplishing such registration pursuant to Section 12(b) of
the Act. The Surviving Corporation's Common Stock has been substituted for
Company Common Stock on the New York Stock Exchange and will continue to trade
under the symbol "MTZ" without interruption.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits (Exhibit numbers conform to Item 601 of
Regulation S-K):
(2.1) Plan and Agreement of
Merger (incorporated by reference to
Appendix A to the Company's definitive Proxy
Statement for its 1998 Annual Meeting of
Stockholders, dated April 14, 1998, filed
with the Commission on April 14, 1998 (the
"Proxy Statement")).
(3.1) Articles of
Incorporation of the Surviving Corporation
(incorporated by reference to Appendix B to
the Proxy Statement).
(3.2) Bylaws of the Surviving
Corporation.
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, thereunto duly authorized.
Dated: June 29, 1998 MASTEC, INC.
By: /s/ Jose M. Sariego
Senior Vice President
and General Counsel