sec document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H6iu8wPbopmlAC0D8kOQXjUGvwpLrc655wwyik3hwUppi72YefRmdgTbUrC4d6lV 61xKKlfT9AHEbovo6gvlJQ== 0000921895-06-002620.txt : 20061229 0000921895-06-002620.hdr.sgml : 20061229 20061228191818 ACCESSION NUMBER: 0000921895-06-002620 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061229 DATE AS OF CHANGE: 20061228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mueller Water Products, Inc. CENTRAL INDEX KEY: 0001350593 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 203547095 STATE OF INCORPORATION: DE FISCAL YEAR END: 0525 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82047 FILM NUMBER: 061303749 BUSINESS ADDRESS: STREET 1: 4211 W. BOY SCOUT BLVD. CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: (813) 871-4811 MAIL ADDRESS: STREET 1: 4211 W. BOY SCOUT BLVD. CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: Mueller Holding Company, Inc. DATE OF NAME CHANGE: 20060123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 SC 13D 1 sc13d01874mue_12202006.htm sec document


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                              (Amendment No. )(1)

                          Mueller Water Products, Inc.
                          ----------------------------
                                (Name of Issuer)

                 Series B Common Stock, Par Value $.01 Per Share
                 -----------------------------------------------
                         (Title of Class of Securities)

                                    624758207
                                    ---------
                                 (CUSIP Number)

                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300
                                 --------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                December 20, 2006
                                -----------------
             (Date of Event Which Requires Filing of This Statement)

         If the filing person has  previously  filed a statement on Schedule 13G
to report the  acquisition  that is the  subject of this  Schedule  13D,  and is
filing this schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g),  check the
following box / /.

         NOTE.  Schedules  filed in paper format shall include a signed original
and five copies of the  schedule,  including  all  exhibits.  SEE Rule 13d-7 for
other parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 14 Pages)


- --------
(1)      The  remainder  of this cover page shall be filled out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

         The information  required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  SEE the
NOTES).



- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 2 of 14 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    DELAWARE
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  6,235,032
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              6,235,032
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    6,235,032
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.3%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 3 of 14 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STEEL PARTNERS, L.L.C.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    DELAWARE
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  6,235,032
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              6,235,032
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    6,235,032
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.3%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 4 of 14 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    WARREN G. LICHTENSTEIN
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  6,235,032
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              6,235,032
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    6,235,032
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.3%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 5 of 14 Pages
- ----------------------                                    ----------------------


         The  following  constitutes  the Schedule 13D filed by the  undersigned
(the "Schedule 13D").

Item 1.  SECURITY AND ISSUER.

         This  statement  relates  to shares of the Series B Common  Stock,  par
value $.01 per share  (the  "Shares"),  of Mueller  Water  Products,  Inc.  (the
"Issuer").  The address of the principal executive offices of the Issuer is 1200
Abernathy Road, Atlanta, Georgia 30328.

Item 2.  IDENTITY AND BACKGROUND.

         (a) This  statement  is filed by Steel  Partners  II,  L.P., a Delaware
limited  partnership  ("Steel Partners II"), Steel Partners,  L.L.C., a Delaware
limited liability company ("Partners LLC") and Warren G.  Lichtenstein.  Each of
the  foregoing is referred to as a "Reporting  Person" and  collectively  as the
"Reporting Persons."

         Partners  LLC is the  general  partner of Steel  Partners  II. The sole
executive officer and managing member of Partners LLC is Warren G. Lichtenstein,
who is Chairman of the Board,  Chief Executive Officer and Secretary.  By virtue
of his positions with Partners LLC and Steel Partners II, Mr.  Lichtenstein  has
the power to vote and dispose of the Issuer's Shares owned by Steel Partners II.
Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

         (b) The  principal  business  address of each  Reporting  Person is 590
Madison Avenue, 32nd Floor, New York, New York 10022.

         (c) The  principal  business of Steel  Partners II is  investing in the
securities of small cap  companies.  The  principal  business of Partners LLC is
acting as the general partner of Steel Partners II. The principal  occupation of
Mr. Lichtenstein is investing in the securities of small cap companies.

         (d) No Reporting Person has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).

         (e) No Reporting Person has, during the last five years,  been party to
a  civil  proceeding  of  a  judicial  or   administrative   body  of  competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree  or final  order  enjoining  future  violations  of,  or  prohibiting  or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

         (f) Mr. Lichtenstein is a citizen of the United States of America.

Item 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Steel Partners II received  3,988,832 Shares as a stockholder of Walter
Industries,  Inc. ("Walter") in connection with the spin-off (the "Spin-Off") of
the  Issuer  by  Walter.  An  aggregate  of  $55,212,658,   including  brokerage
commissions,  was effectively paid by Steel Partners II to acquire the shares of
common stock of Walter



- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 6 of 14 Pages
- ----------------------                                    ----------------------


attributable in value to the Shares spun-off by Walter to Steel Partners II (the
"Walter Shares"). The Walter Shares were acquired with partnership funds.

         After the Spin-Off, Steel Partners II purchased an additional 2,246,200
Shares for an  aggregate  purchase  price of  $33,123,710,  including  brokerage
commissions. These Shares were acquired with partnership funds.

Item 4.  PURPOSE OF TRANSACTION.

         After the Spin-Off,  the Reporting Persons purchased  additional Shares
in the open market based on the Reporting Persons' belief that such Shares, when
purchased,   were   undervalued   and   represented  an  attractive   investment
opportunity.   Depending  upon  overall  market  conditions,   other  investment
opportunities available to the Reporting Persons, and the availability of Shares
at prices  that would make the  purchase of  additional  Shares  desirable,  the
Reporting Persons may endeavor to increase their position in the Issuer through,
among  other  things,  the  purchase  of Shares on the open market or in private
transactions  or  otherwise,  on such terms and at such  times as the  Reporting
Persons may deem advisable.

         No Reporting Person has any present plan or proposal which would relate
to or result in any of the matters set forth in subparagraphs  (a) - (j) of Item
4 of  Schedule  13D  except as set  forth  herein  or such as would  occur  upon
completion of any of the actions  discussed above.  Steel Partners II intends to
review  its  investment  in the  Issuer  on a  continuing  basis  and  engage in
discussions with management and the Board of Directors of the Issuer  concerning
the business,  operations  and future plans of the Issuer.  Depending on various
factors  including,  without  limitation,  the Issuer's  financial  position and
investment  strategy,  the  price  levels  of  the  Shares,  conditions  in  the
securities markets and general economic and industry conditions,  Steel Partners
II may in the future take such  actions with  respect to its  investment  in the
Issuer as it deems  appropriate  including,  without  limitation,  seeking Board
representation,  making  proposals  to  the  Issuer  concerning  changes  to the
capitalization,  ownership  structure or  operations  of the Issuer,  purchasing
additional Shares, selling some or all of its Shares,  engaging in short selling
of or any hedging or similar  transaction with respect to the Shares or changing
its intention with respect to any and all matters referred to in Item 4.

Item 5.  INTEREST IN SECURITIES OF THE ISSUER.

         (a) The aggregate  percentage of Shares  reported  owned by each person
named herein is based upon  85,844,920  Shares  outstanding,  which is the total
number of Shares  outstanding as reported in the Issuer's  Annual Report on Form
10-K for the fiscal year ended  September 30, 2006, as filed with the Securities
and Exchange Commission on December 21, 2006.

         As of the close of business on December  27,  2006,  Steel  Partners II
beneficially  owned 6,235,032  Shares,  constituting  approximately  7.3% of the
Shares  outstanding.  As the general  partner of Steel Partners II, Partners LLC
may be deemed to beneficially own the 6,235,032 Shares owned by Steel



- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 7 of 14 Pages
- ----------------------                                    ----------------------


Partners II, constituting  approximately 7.3% of the Shares outstanding.  As the
sole executive officer and managing member of Partners LLC, which in turn is the
general  partner  of Steel  Partners  II,  Mr.  Lichtenstein  may be  deemed  to
beneficially own the 6,235,032  Shares owned by Steel Partners II,  constituting
approximately 7.3% of the Shares  outstanding.  Mr. Lichtenstein has sole voting
and  dispositive  power with  respect  to the  6,235,032  Shares  owned by Steel
Partners II by virtue of his authority to vote and dispose of such Shares.

         (b) By virtue of his positions with Partners LLC and Steel Partners II,
Mr.  Lichtenstein  has the sole power to vote and dispose of the Shares reported
in this Schedule 13D.

         (c)  Schedule A annexed  hereto  lists all  transactions  in the Shares
during the past sixty days by the Reporting  Persons.  All of such  transactions
were effected in the open market, unless otherwise indicated.

         (d) No person  other  than the  Reporting  Persons is known to have the
right to  receive,  or the power to direct the  receipt of  dividends  from,  or
proceeds from the sale of, the Shares.

         (e) Not applicable.

Item 6.  CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

         Other than as described herein,  there are no contracts,  arrangements,
understandings  or  relationships  among the Reporting  Persons,  or between the
Reporting  Persons and any other person,  with respect to the  securities of the
Issuer.

Item 7.  MATERIAL TO BE FILED AS EXHIBITS.

         1.  Joint Filing  Agreement by and among Steel Partners II, L.P., Steel
             Partners,  L.L.C.  and Warren G.  Lichtenstein,  dated December 28,
             2006.

         2.  Powers of Attorney.




- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 8 of 14 Pages
- ----------------------                                    ----------------------


                                   SIGNATURES

         After  reasonable  inquiry and to the best of his knowledge and belief,
each of the  undersigned  certifies  that  the  information  set  forth  in this
statement is true, complete and correct.


Dated: December 28, 2006     STEEL PARTNERS II, L.P.

                             By:    Steel Partners, L.L.C.
                                    General Partner

                             By:  /s/ Lauren Isenman
                                 -----------------------------------------------
                                 Lauren Isenman
                                 as Attorney-In-Fact for Warren G. Lichtenstein,
                                 Managing Member


                             STEEL PARTNERS, L.L.C.

                             By:  /s/ Lauren Isenman
                                 -----------------------------------------------
                                 Lauren Isenman
                                 as Attorney-In-Fact for Warren G. Lichtenstein,
                                 Managing Member


                             /s/ Lauren Isenman
                             ---------------------------------------------------
                             LAUREN ISENMAN
                             As Attorney-In-Fact for Warren G. Lichtenstein





- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 9 of 14 Pages
- ----------------------                                    ----------------------


                                   SCHEDULE A

               TRANSACTIONS IN THE SHARES DURING THE PAST 60 DAYS

    Shares of Common Stock          Price Per                    Date of
          Purchased                  Share($)                    Purchase
          ---------                  --------                    --------

                             STEEL PARTNERS II, L.P.
                             -----------------------

         3,988,832*                    --                        12/15/06
           965,800                  14.5185                      12/20/06
           300,000                  14.6772                      12/21/06
           200,000                  14.9361                      12/22/06
           100,000                  14.8397                      12/22/06
           200,000                  14.9872                      12/26/06
           217,400                  14.9523                      12/26/06
           200,000                  14.8410                      12/27/06
            63,000                  14.8371                      12/27/06


                             STEEL PARTNERS, L.L.C.
                             ----------------------
                                      None

                             WARREN G. LICHTENSTEIN
                             ----------------------
                                      None



- ---------------------------

* Represents Shares acquired in connection with the Spin-Off.





- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 10 of 14 Pages
- ----------------------                                    ----------------------



                                  EXHIBIT INDEX

         Exhibit                                                         Page
         -------                                                         ----

1.       Joint Filing  Agreement by and among Steel  Partners II,          11
         L.P., Steel Partners, L.L.C. and Warren G. Lichtenstein,
         dated December 28, 2006.

2.       Powers of Attorney.                                            12 to 14











- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 11 of 14 Pages
- ----------------------                                    ----------------------


                             JOINT FILING AGREEMENT

         In accordance with Rule 13d-1(k)(1)(iii)  under the Securities Exchange
Act of 1934,  as amended,  the persons  named below agree to the joint filing on
behalf of each of them of a Statement  on Schedule  13D dated  December 28, 2006
(including amendments thereto) with respect to the Common Stock of Mueller Water
Products,  Inc. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.

Dated: December 28, 2006     STEEL PARTNERS II, L.P.

                             By:    Steel Partners, L.L.C.
                                    General Partner

                             By:  /s/ Lauren Isenman
                                 -----------------------------------------------
                                 Lauren Isenman
                                 as Attorney-In-Fact for Warren G. Lichtenstein,
                                 Managing Member


                             STEEL PARTNERS, L.L.C.

                             By:  /s/ Lauren Isenman
                                 -----------------------------------------------
                                 Lauren Isenman
                                 as Attorney-In-Fact for Warren G. Lichtenstein,
                                 Managing Member


                             /s/ Lauren Isenman
                             ---------------------------------------------------
                             LAUREN ISENMAN
                             As Attorney-In-Fact for Warren G. Lichtenstein








- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 12 of 14 Pages
- ----------------------                                    ----------------------


                                POWER OF ATTORNEY

         Know  all by  these  presents,  that  each  of the  undersigned  hereby
constitutes and appoints LAUREN ISENMAN signing singly,  the undersigned's  true
and lawful attorney-in-fact to:

         1. execute for and on behalf of the undersigned all documents  relating
to the business of Steel  Partners II, L.P.  including,  but not limited to, all
filings with the Securities and Exchange Commission,  any stock exchange and any
other  regulatory,  administrative  or  similar  authority,  and all  memoranda,
correspondence,  communications or the like,  except that such  attorney-in-fact
shall have no power to execute  any  document  that has the effect of creating a
financial  commitment or financial  obligation of Steel Partners II, L.P. or its
affiliates.

         2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary  or  desirable to complete and execute any such  document,
complete and execute any amendment or amendments  thereto,  and timely file such
document with the appropriate authority.

         3. take any other action of any type  whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

         The undersigned hereby grants to each such  attorney-in-fact full power
and  authority  to do and  perform  any  and  every  act  and  thing  whatsoever
requisite,  necessary, or proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully  to all  intents  and  purposes  as the
undersigned  might  or  could  do if  personally  present,  with  full  power of
substitution  or  revocation,  hereby  ratifying  and  confirming  all that such
attorney-in-fact,  or such attorney-in-fact's  substitute or substitutes,  shall
lawfully  do or cause to be done by virtue  of this  Power of  Attorney  and the
rights  and  powers  herein  granted.  The  undersigned  acknowledges  that  the
foregoing  attorney-in-fact,  in serving in such  capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with any rules or regulations including federal securities laws.

         This Power of  Attorney  shall  remain in full  force and effect  until
December 31, 2007 unless earlier  revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 28th day of December, 2006.


STEEL PARTNERS II, L.P.             STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.          By:/s/ Warren G. Lichtenstein
    General Partner                    ---------------------------
                                       Warren G. Lichtenstein
                                       Managing Member

By:/s/ Warren G. Lichtenstein          /s/ Warren G. Lichtenstein
   ----------------------------        ---------------------------
   Warren G. Lichtenstein              Warren G. Lichtenstein
   Managing Member





- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 13 of 14 Pages
- ----------------------                                    ----------------------


                                POWER OF ATTORNEY

         Know  all by  these  presents,  that  each  of the  undersigned  hereby
constitutes and appoints JACK L. HOWARD signing singly,  the undersigned's  true
and lawful attorney-in-fact to:

         1. execute for and on behalf of the undersigned all documents  relating
to the business of Steel  Partners II, L.P.  including,  but not limited to, all
filings with the Securities and Exchange Commission,  any stock exchange and any
other  regulatory,  administrative  or  similar  authority,  and all  memoranda,
correspondence,  communications or the like,  except that such  attorney-in-fact
shall have no power to execute  any  document  that has the effect of creating a
financial  commitment or financial  obligation of Steel Partners II, L.P. or its
affiliates.

         2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary  or  desirable to complete and execute any such  document,
complete and execute any amendment or amendments  thereto,  and timely file such
document with the appropriate authority.

         3. take any other action of any type  whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

         The undersigned hereby grants to each such  attorney-in-fact full power
and  authority  to do and  perform  any  and  every  act  and  thing  whatsoever
requisite,  necessary, or proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully  to all  intents  and  purposes  as the
undersigned  might  or  could  do if  personally  present,  with  full  power of
substitution  or  revocation,  hereby  ratifying  and  confirming  all that such
attorney-in-fact,  or such attorney-in-fact's  substitute or substitutes,  shall
lawfully  do or cause to be done by virtue  of this  Power of  Attorney  and the
rights  and  powers  herein  granted.  The  undersigned  acknowledges  that  the
foregoing  attorney-in-fact,  in serving in such  capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with any rules or regulations including federal securities laws.

         This Power of  Attorney  shall  remain in full  force and effect  until
December 31, 2007 unless earlier  revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 28th day of December, 2006.


STEEL PARTNERS II, L.P.             STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.          By:/s/ Warren G. Lichtenstein
    General Partner                    ---------------------------
                                       Warren G. Lichtenstein
                                       Managing Member

By:/s/ Warren G. Lichtenstein          /s/ Warren G. Lichtenstein
   ----------------------------        ---------------------------
   Warren G. Lichtenstein              Warren G. Lichtenstein
   Managing Member






- ----------------------                                    ----------------------
CUSIP No. 624758207                   13D                    Page 14 of 14 Pages
- ----------------------                                    ----------------------


                                POWER OF ATTORNEY

         Know  all by  these  presents,  that  each  of the  undersigned  hereby
constitutes and appoints STEVEN WOLOSKY signing singly,  the undersigned's  true
and lawful attorney-in-fact to:

         1. execute for and on behalf of the undersigned all documents  relating
to the business of Steel  Partners II, L.P.  including,  but not limited to, all
filings with the Securities and Exchange Commission,  any stock exchange and any
other  regulatory,  administrative  or  similar  authority,  and all  memoranda,
correspondence,  communications or the like,  except that such  attorney-in-fact
shall have no power to execute  any  document  that has the effect of creating a
financial  commitment or financial  obligation of Steel Partners II, L.P. or its
affiliates.

         2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary  or  desirable to complete and execute any such  document,
complete and execute any amendment or amendments  thereto,  and timely file such
document with the appropriate authority.

         3. take any other action of any type  whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

         The undersigned hereby grants to each such  attorney-in-fact full power
and  authority  to do and  perform  any  and  every  act  and  thing  whatsoever
requisite,  necessary, or proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully  to all  intents  and  purposes  as the
undersigned  might  or  could  do if  personally  present,  with  full  power of
substitution  or  revocation,  hereby  ratifying  and  confirming  all that such
attorney-in-fact,  or such attorney-in-fact's  substitute or substitutes,  shall
lawfully  do or cause to be done by virtue  of this  Power of  Attorney  and the
rights  and  powers  herein  granted.  The  undersigned  acknowledges  that  the
foregoing  attorney-in-fact,  in serving in such  capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with any rules or regulations including federal securities laws.

         This Power of  Attorney  shall  remain in full  force and effect  until
December 31, 2007 unless earlier  revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 28th day of December, 2006.



STEEL PARTNERS II, L.P.             STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.          By:/s/ Warren G. Lichtenstein
    General Partner                    ---------------------------
                                       Warren G. Lichtenstein
                                       Managing Member

By:/s/ Warren G. Lichtenstein          /s/ Warren G. Lichtenstein
   ----------------------------        ---------------------------
   Warren G. Lichtenstein              Warren G. Lichtenstein
   Managing Member
-----END PRIVACY-ENHANCED MESSAGE-----