<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                         SECURITIES EXCHANGE ACT OF 1934




         Date of report (Date of earliest event reported): April 1, 1996



                                  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




          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>

Item 5.   Other Events

         On April 1,  1996,  a  wholly-owned  subsidiary  of MasTec,  Inc.  (the
"Company"  or  "MASTEC")  entered  into  an  agreement  (the  "Agreement")  with
Telefonica  de Espana,  S.A.  ("Telefonica"),  presently  the sole  provider  of
public-switched  telephony in Spain,  to purchase  100% of the capital  stock of
Sistemas e Instalaciones  de  Telecomunicacion,  S.A.  ("Sintel"),  Telefonica's
wholly-owned  telecommunications  construction services subsidiary. The purchase
price for the Sintel shares is Spanish Pesetas  ("Pesetas") 4.9 billion (US$39.5
million at an exchange rate of 124 Pesetas to one U.S. dollar, the exchange rate
used throughout this Form 8-K Current Report) (the "Purchase Price"). An initial
payment  of  Pesetas  650  million  (US$5.2  million)  will  be due  at  closing
(presently  scheduled  for April 30,  1996),  a second  payment of  Pesetas  650
million  (US$5.2  million)  is due  December  31,  1996 and the  balance  of the
purchase price, Pesetas 3.6 billion (US$29.1 million),  is due to be paid in two
equal installments at year-end 1997 and 1998. In addition, on April 1, 1996, the
Company issued a press release announcing the execution of the agreement, a copy
of which press release is attached as Exhibit 99.1 and is incorporated herein by
reference.

         The  Company or its  representatives  from time to time may make or may
have made  certain  forward-looking  statements,  whether  orally or in writing,
including  without  limitation  any such  statements  made  herein.  Among  such
statements may be comments  regarding:  further growth in the Company's revenues
and earnings  from the  acquisition  of Sintel and  expansion  of the  Company's
operations  in Spain and Latin  America;  plans for  entering  new  product  and
geographic  markets,  particularly  in Spain and Latin America;  improvements in
operating   efficiencies;   and  the  Company's   leadership   position  in  the
telecommunications construction services industry. Such statements are qualified
in  their  entirety  by  reference  to and  are  accompanied  by  the  following
discussion  of certain  important  factors  that could cause  actual  results to
differ materially from those projected in such  forward-looking  statements.  In
the discussion below,  forward-looking  statements and factors which could cause
actual results to differ  materially  shall be deemed equally  applicable to the
Company  and Sintel and  references  to the  "Company"  shall be deemed to refer
collectively  to Sintel and the Company.  Such factors  should be  considered by
anyone  evaluating the proposed  acquisition of Sintel by the Company as well as
the prospects of MASTEC, Sintel and the combined entities.

         The  Company  cautions  the reader that this list of factors may not be
exhaustive.  The Company operates in a rapidly changing  industry,  and new risk
factors emerge from time to time.  Management  cannot predict such risk factors,
nor can it assess the  impact,  if any,  of such risk  factors on the  Company's
business or the extent to which any factor, or combination of

                                       -2-

<PAGE>
factors,  may cause actual results to differ  materially from those projected in
any forward-looking statements.  Accordingly,  forward-looking statements should
not be relied upon as a prediction of actual results.

Conditions to Closing

         The  proposed  acquisition  is  subject to the  fulfillment  of several
conditions to closing,  including  among others,  satisfactory  results of a due
diligence investigation. There can be no assurance that these conditions will be
met or that  the  transaction  will  not fail to close  for  other  reasons  not
currently contemplated.

Historical Results of Sintel

         During 1995,  Sintel suffered a net loss of US$14.1 million,  resulting
at least in part from a US$27.9 million charge for  restructuring its operations
and reducing personnel. The ability of the Company to meet its obligations under
the Agreement as well as its ability to make  payments on its other  obligations
will be  dependent  on the  Company's  future  operating  performance,  which is
dependent on a number of factors, some of which are set forth herein and are not
within the Company's control.  Greater than anticipated  reductions in demand or
prices for Sintel's services from Telefonica,  Sintel's principal  customer,  or
greater than  anticipated  increases in labor costs could  materially  adversely
affect the  Company's  business,  financial  condition,  results of  operations,
liquidity and business prospects.

Labor Relations

         A portion  of  Sintel's  work force is  unionized.  Work  stoppages  or
strikes  could  have a  material,  adverse  effect  on the  Company's  business,
financial condition, results of operations, liquidity and business prospects.

Dependence on Key Customers

         Sintel has derived  substantially all of its revenue from the provision
of  telecommunication  construction  services to  Telefonica  in Spain and Latin
America.  As such,  the Company  anticipates  that  Sintel  will  continue to be
dependent  on  Telefonica  as a key  customer in Spain and Latin  America in the
future.

Currency Exchange and Other Risks of Investment in Foreign
Operations

         Sintel  publishes  its  financial  statements  in  Spanish  Pesetas  in
accordance  with  Spanish  generally  accepted  accounting  principles  and will
continue to do so if the transaction is


                                       -3-

<PAGE>
consummated.  (Accounting principles generally accepted in Spain vary in certain
respects from principles  generally  accepted in the United  States).  The Latin
America  subsidiaries of Sintel publish their financial  statements in the local
currencies  of their home  countries,  in  accordance  with  generally  accepted
accounting  principles  applied  in each  such  Latin  American  country.  (Such
accounting principles also vary in certain respects from U.S. generally accepted
accounting  principles).  Accordingly,  the Company may experience economic loss
and a negative  impact on earnings  with respect to its foreign  operations  and
investments  solely as a result of foreign currency  exchange rate  fluctuations
and devaluations against the U.S.
dollar.

         In  addition,   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,  confiscatory taxation or other adverse regulatory or legislative
developments,  or limitations on the repatriation of investment income,  capital
and other assets.

Risks of Increased Leverage

         The  consummation  of the  transaction  will, on a consolidated  basis,
result in an increased debt burden to the Company,  as Sintel's debt,  following
the acquisition,  will be approximately US$63 million. The Company's total debt,
not including Sintel or any debt incurred due to the acquisition, as of December
31, 1995, was approximately US$72.1 million.

Additional Risk Factors

         Additional   factors  which  could  cause  actual   results  to  differ
materially from those projected in  forward-looking  statements result primarily
from the  telecommunications  industry in which the Company operates and factors
regarding the Company itself.  Telecommunications  industry  factors include (i)
the high  level of  regulation  of the  industry  in the  U.S.,  Spain and Latin
America,  where  the  Company  operates  and  which may  affect  demand  for the
Company's  services,  (ii) the active level of actual and potential  competition
from  independent  third  parties in most of the  markets  in which the  Company
operates   and  (iii)  the  rapid   technological   changes   occurring  in  the
telecommunications  industry, which may adversely impact the future need for the
Company's  services.  Factors regarding the Company itself include the Company's
dependence  on certain key customers  and  dependence  on its senior  management
team. Reference is made to the Company's Annual Report on Form 10-K for the year
ended  December 31, 1995 for  additional  information  regarding  the  Company's
business.

                                       -4-

<PAGE>
Item 7.   Financial Statements and Exhibits.

(c) Exhibits

99.1      Press release dated April 1, 1996.











                                       -5-

<PAGE>
                                   SIGNATURES


         Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned duly authorized.

Dated:  April 1, 1996


                                               /s/ Edwin D. Johnson
                                               --------------------------------
                                                   Edwin D. Johnson
                                                   Senior Vice President-
                                                   Chief Financial Officer
                                                   (Principal Financial Officer
                                                    and Authorized Officer)

    
                                       -6-

<PAGE>
                                  EXHIBIT INDEX


EXHIBIT NO.               DESCRIPTION
- ----------                -----------

99.1                      Press release dated April 1, 1996.















<PAGE>
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 10907}]
{"company-data": {"conformed-name": "MASTEC INC", "cik": "0000015615", "assigned-sic": "1623", "irs-number": "591259279", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08106", "film-number": "96543073"}, "business-address": {"street1": "8600 NW 36TH STREET 8TH FLOOR", "city": "MIAMI", "state": "FL", "zip": "33166", "phone": "3055874512"}, "mail-address": {"street2": "8600 NW 36TH STREET 8TH FLOOR", "city": "MIAMI", "state": "FL", "zip": "33166"}, "former-company": {"former-conformed-name": "BURNUP & SIMS INC", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): April 1, 1996

                                  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

          (Former Name or Former Address, if Changed Since Last Report)
Item 5.   Other Events

         On April 1,  1996,  a  wholly-owned  subsidiary  of MasTec,  Inc.  (the
"Company"  or  "MASTEC")  entered  into  an  agreement  (the  "Agreement")  with
Telefonica  de Espana,  S.A.  ("Telefonica"),  presently  the sole  provider  of
public-switched  telephony in Spain,  to purchase  100% of the capital  stock of
Sistemas e Instalaciones  de  Telecomunicacion,  S.A.  ("Sintel"),  Telefonica's
wholly-owned  telecommunications  construction services subsidiary. The purchase
price for the Sintel shares is Spanish Pesetas  ("Pesetas") 4.9 billion (US$39.5
million at an exchange rate of 124 Pesetas to one U.S. dollar, the exchange rate
used throughout this Form 8-K Current Report) (the "Purchase Price"). An initial
payment  of  Pesetas  650  million  (US$5.2  million)  will  be due  at  closing
(presently  scheduled  for April 30,  1996),  a second  payment of  Pesetas  650
million  (US$5.2  million)  is due  December  31,  1996 and the  balance  of the
purchase price, Pesetas 3.6 billion (US$29.1 million),  is due to be paid in two
equal installments at year-end 1997 and 1998. In addition, on April 1, 1996, the
Company issued a press release announcing the execution of the agreement, a copy
of which press release is attached as Exhibit 99.1 and is incorporated herein by
reference.

         The  Company or its  representatives  from time to time may make or may
have made  certain  forward-looking  statements,  whether  orally or in writing,
including  without  limitation  any such  statements  made  herein.  Among  such
statements may be comments  regarding:  further growth in the Company's revenues
and earnings  from the  acquisition  of Sintel and  expansion  of the  Company's
operations  in Spain and Latin  America;  plans for  entering  new  product  and
geographic  markets,  particularly  in Spain and Latin America;  improvements in
operating   efficiencies;   and  the  Company's   leadership   position  in  the
telecommunications construction services industry. Such statements are qualified
in  their  entirety  by  reference  to and  are  accompanied  by  the  following
discussion  of certain  important  factors  that could cause  actual  results to
differ materially from those projected in such  forward-looking  statements.  In
the discussion below,  forward-looking  statements and factors which could cause
actual results to differ  materially  shall be deemed equally  applicable to the
Company  and Sintel and  references  to the  "Company"  shall be deemed to refer
collectively  to Sintel and the Company.  Such factors  should be  considered by
anyone  evaluating the proposed  acquisition of Sintel by the Company as well as
the prospects of MASTEC, Sintel and the combined entities.

         The  Company  cautions  the reader that this list of factors may not be
exhaustive.  The Company operates in a rapidly changing  industry,  and new risk
factors emerge from time to time.  Management  cannot predict such risk factors,
nor can it assess the  impact,  if any,  of such risk  factors on the  Company's
business or the extent to which any factor, or combination of

                                       -2-
factors,  may cause actual results to differ  materially from those projected in
any forward-looking statements.  Accordingly,  forward-looking statements should
not be relied upon as a prediction of actual results.

Conditions to Closing

         The  proposed  acquisition  is  subject to the  fulfillment  of several
conditions to closing,  including  among others,  satisfactory  results of a due
diligence investigation. There can be no assurance that these conditions will be
met or that  the  transaction  will  not fail to close  for  other  reasons  not
currently contemplated.

Historical Results of Sintel

         During 1995,  Sintel suffered a net loss of US$14.1 million,  resulting
at least in part from a US$27.9 million charge for  restructuring its operations
and reducing personnel. The ability of the Company to meet its obligations under
the Agreement as well as its ability to make  payments on its other  obligations
will be  dependent  on the  Company's  future  operating  performance,  which is
dependent on a number of factors, some of which are set forth herein and are not
within the Company's control.  Greater than anticipated  reductions in demand or
prices for Sintel's services from Telefonica,  Sintel's principal  customer,  or
greater than  anticipated  increases in labor costs could  materially  adversely
affect the  Company's  business,  financial  condition,  results of  operations,
liquidity and business prospects.

Labor Relations

         A portion  of  Sintel's  work force is  unionized.  Work  stoppages  or
strikes  could  have a  material,  adverse  effect  on the  Company's  business,
financial condition, results of operations, liquidity and business prospects.

Dependence on Key Customers

         Sintel has derived  substantially all of its revenue from the provision
of  telecommunication  construction  services to  Telefonica  in Spain and Latin
America.  As such,  the Company  anticipates  that  Sintel  will  continue to be
dependent  on  Telefonica  as a key  customer in Spain and Latin  America in the
future.

Currency Exchange and Other Risks of Investment in Foreign
Operations

         Sintel  publishes  its  financial  statements  in  Spanish  Pesetas  in
accordance  with  Spanish  generally  accepted  accounting  principles  and will
continue to do so if the transaction is

                                       -3-
consummated.  (Accounting principles generally accepted in Spain vary in certain
respects from principles  generally  accepted in the United  States).  The Latin
America  subsidiaries of Sintel publish their financial  statements in the local
currencies  of their home  countries,  in  accordance  with  generally  accepted
accounting  principles  applied  in each  such  Latin  American  country.  (Such
accounting principles also vary in certain respects from U.S. generally accepted
accounting  principles).  Accordingly,  the Company may experience economic loss
and a negative  impact on earnings  with respect to its foreign  operations  and
investments  solely as a result of foreign currency  exchange rate  fluctuations
and devaluations against the U.S.
dollar.

         In  addition,   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,  confiscatory taxation or other adverse regulatory or legislative
developments,  or limitations on the repatriation of investment income,  capital
and other assets.

Risks of Increased Leverage

         The  consummation  of the  transaction  will, on a consolidated  basis,
result in an increased debt burden to the Company,  as Sintel's debt,  following
the acquisition,  will be approximately US$63 million. The Company's total debt,
not including Sintel or any debt incurred due to the acquisition, as of December
31, 1995, was approximately US$72.1 million.

Additional Risk Factors

         Additional   factors  which  could  cause  actual   results  to  differ
materially from those projected in  forward-looking  statements result primarily
from the  telecommunications  industry in which the Company operates and factors
regarding the Company itself.  Telecommunications  industry  factors include (i)
the high  level of  regulation  of the  industry  in the  U.S.,  Spain and Latin
America,  where  the  Company  operates  and  which may  affect  demand  for the
Company's  services,  (ii) the active level of actual and potential  competition
from  independent  third  parties in most of the  markets  in which the  Company
operates   and  (iii)  the  rapid   technological   changes   occurring  in  the
telecommunications  industry, which may adversely impact the future need for the
Company's  services.  Factors regarding the Company itself include the Company's
dependence  on certain key customers  and  dependence  on its senior  management
team. Reference is made to the Company's Annual Report on Form 10-K for the year
ended  December 31, 1995 for  additional  information  regarding  the  Company's
business.

                                       -4-
Item 7.   Financial Statements and Exhibits.

(c) Exhibits

99.1      Press release dated April 1, 1996.

                                       -5-
SIGNATURES

         Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned duly authorized.

Dated:  April 1, 1996

                                               /s/ Edwin D. Johnson
                                               --------------------------------
                                                   Edwin D. Johnson
                                                   Senior Vice President-
                                                   Chief Financial Officer
                                                   (Principal Financial Officer
                                                    and Authorized Officer)

    
                                       -6-
EXHIBIT INDEX

EXHIBIT NO.               DESCRIPTION
- ----------                -----------

99.1                      Press release dated April 1, 1996.