MPW INDUSTRIAL SERVICES GROUP INC, S-1, 1997-10-01

MPW INDUSTRIAL SERVICES GROUP INC
S-1, 1997-10-01

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------

FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------

MPW INDUSTRIAL SERVICES GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
Ohio 7349 31-1567260
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
NO.)
OF INCORPORATION OR CLASSIFICATION CODE NUMBER)
ORGANIZATION)
</TABLE>

------------------------
9711 Lancaster Road, S.E.
Hebron, Ohio 43025
(614) 927-8790
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
Daniel P. Buettin
Vice President, Chief Financial Officer and Secretary
MPW Industrial Services Group, Inc.
9711 Lancaster Road, S.E.
Hebron, Ohio 43025
(614) 927-8790
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:

<TABLE>
<S> <C>
Robert J. Gilker, Esq. Timothy R. Bryant, Esq.
Jones, Day, Reavis & Pogue McDermott, Will & Emery
1900 Huntington Center 227 West Monroe Street
Columbus, Ohio 43215 Chicago, Illinois 60606-5096
(614) 469-3939 (312) 372-2000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER SHARE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) (2) (2) FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock............................... 4,312,500 shares $11.00 $47,437,500 $14,375
- --------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes 562,500 shares to cover an over-allotment option granted by the
Registrant to the Underwriters.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act of 1933.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION DATED OCTOBER 1, 1997

3,750,000 SHARES

MPW INDUSTRIAL SERVICES GROUP, INC.

COMMON STOCK
------------------------

All of the shares of common stock (the "Common Stock") offered hereby
(the "Offering") are being offered by MPW Industrial Services Group, Inc. ("MPW"
or the "Company"). Prior to the Offering, there has been no public market for
the Common Stock. It is currently estimated that the initial public offering
price will be between $9.00 and $11.00 per share. See "Underwriting" for a
discussion of the factors considered in determining the initial public offering
price. Application has been made to list the Common Stock for quotation on the
Nasdaq National Market under the symbol "MPWG."

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

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 6 HEREOF.

------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
========================================================================================================
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS COMPANY (1)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share.................................... $ $ $
- --------------------------------------------------------------------------------------------------------
Total (2).................................... $ $ $
========================================================================================================
</TABLE>

(1) Before deducting expenses estimated at $ , which are payable by the
Company.

(2) The Company has granted the Underwriters a 30-day option to purchase up to
562,500 additional shares of Common Stock solely to cover over-allotments,
if any. To the extent the option is exercised, the Underwriters will offer
the additional shares at the Price to Public shown above. If the option is
exercised in full, the total Price to Public, Underwriting Discounts and
Commissions and Proceeds to Company will be $ , $ , and
$ , respectively. See "Underwriting."

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

The shares of Common Stock are offered by the Underwriters, subject to
prior sale, when, as and if delivered to and accepted by them, and subject to
certain other conditions. It is expected that delivery of the shares of Common
Stock will be made on or about , 1997 at the offices of Raymond
James & Associates, Inc., St. Petersburg, Florida.

RAYMOND JAMES & ASSOCIATES, INC. ROBERT W. BAIRD & CO.
INCORPORATED

The date of this Prospectus is , 1997
<PAGE> 3

The inside front cover of the Prospectus will contain pictures as follows:

1. Under the "MPW" logo in the upper left-hand corner is a background
picture containing two MPW employees at a pulp and paper mill cleaning
the inside of a lime kiln. The MPW employee on the right, with the
four-inch, black flex hose, is vacuuming the soft lime from the lime
kiln with a vacuum system. The second employee is working ahead of the
vacuum hose loosening the adhered hardened lime from the kiln with a
Jackhammer. Both employees are wearing white tyvek coveralls, dust
masks, gloves, boots and hard hats to provide proper safety protection
from the lime environment.

2. On top of the background picture are four pictures as follows: (i) above
the caption "PROCESS WATER PURIFICATION" is a photograph of an MPW 48(#)
mobile semi-trailer containing a portable, reverse osmosis water
treatment system; (ii) above the caption "TECHNOLOGY-BASED SERVICES" is
a photograph of an MPW employee reviewing a blueprint of the design and
construction of a new piece of equipment while cutting material with
cutting equipment. The employee is wearing a protective face shield and
hard hat; (iii) above the caption "INDUSTRIAL CONTAINER CLEANING" is a
photograph of an MPW employee, wearing a hard hat and coveralls,
aligning the cleaning system of container cleaning equipment suspended
over a large paint container about to be cleaned; and (iv) above the
caption "WATER BLASTING SERVICES" is a photograph of an MPW employee
demonstrating a water blasting technique with a water blasting gun. The
employee is wearing coveralls, gloves, protective goggles and a hard
hat.

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENTS, STABILIZING TRANSACTIONS, SYNDICATE SHORT COVERING
TRANSACTIONS, AND PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements and Notes thereto
appearing elsewhere in this Prospectus. Unless otherwise indicated, the
information in this Prospectus assumes no exercise of the Underwriters'
over-allotment option. Except where the context otherwise requires, references
to the terms "MPW" and the "Company" refer to MPW Industrial Services Group,
Inc. and its subsidiaries. References to fiscal years are references to the
twelve-month period ending on June 30 of the stated year.

THE COMPANY

MPW Industrial Services Group, Inc. is a leading provider of
technology-based industrial services, including industrial cleaning and facility
support services, industrial air filtration services, industrial container
cleaning, industrial process water purification and other specialized services.
In fiscal 1997, the Company provided services to more than 500 customers,
located primarily in the Midwestern and Southeastern United States. The Company
serves customers in a broad range of industries including automotive, electric
power, chemical, pulp and paper, steel, transportation, aerospace and other
heavy manufacturing. The Company's services typically are performed within large
industrial facilities and require the use of Company-owned equipment and
specially trained personnel. The Company believes that its services are
generally recurring in nature and are essential to manufacturing efficiency and
safety at its customers' facilities. The Company has over 25 years of experience
and currently has more than 1,300 employees, a network of 31 offices and over
1,000 pieces of operating equipment.

The Company was founded in 1972 by Monte R. Black, Chairman and Chief
Executive Officer, as a local power washing business. Since that time, the
Company has grown primarily by broadening its customer base, expanding the scope
of services it offers and increasing the number of locations from which it
provides services. These remain the principal elements of the Company's strategy
for generating internal revenue growth in the future. In recent years, the
Company has expanded from its historical strength in industrial cleaning and
facility support services into other industrial services including air
filtration, container cleaning and process water purification. MPW believes that
diversification into other in-plant and related services provides opportunities
to expand the Company's presence within the facilities in which it already
operates. MPW believes it can also generate internal growth by gaining access to
other facilities owned and operated by its existing customers.

In recent years, the Company added several key members to its management
team and developed a strategy to more aggressively pursue acquisitions and
internal growth initiatives, as well as to implement systems, controls and other
infrastructure necessary to support future growth. In April 1996, the Company
expanded into the complementary business of industrial air filtration services
through the acquisition of Weston Engineering ("Weston"), with revenues of $8.6
million for the twelve-month period ended June 30, 1996. In September 1997, the
Company agreed in principal to acquire ESI International ("ESI"), another
industrial air filtration services business, with revenues of $6.7 million for
the twelve-month period ended June 30, 1997.

An independent market research firm has performed a study for the Company
that indicates the industrial services industry is estimated to be in excess of
in annual revenues, of which over is attributable
to industrial cleaning and facility support services of the type provided by the
Company. This market is fragmented and is estimated to exceed firms. The
Company believes the industry has begun a period of consolidation as firms
combine to improve personnel and equipment utilization, increase market share,
reduce cost of capital and acquire additional service lines useful to their
customers.

The industrial services industry has benefitted from a trend toward
outsourcing among industrial concerns as a means of reducing costs and enhancing
operational efficiency. With outsourcing, companies contract with reliable
suppliers for the performance of certain non-core activities, allowing them to
focus on core business activities. Outsourcing allows companies to convert fixed
costs to variable costs, streamline their organizations and shift the cost of
specialized equipment to service providers like MPW.

3
<PAGE> 5

The Company's objective is to be the premier provider of technology-based
industrial cleaning, facility support and related services to industrial
customers. The principal elements of MPW's competitive strategy are the
following:

- Industrial Market Focus. MPW focuses only on the industrial market and
offers a diverse range of services to maximize market share within a
specific industrial facility.

- Ongoing Customer Relationships. In fiscal 1997, 95.7% of the Company's
revenues were derived from customers for whom MPW performed work during
the preceding fiscal year.

- Quality Workforce. MPW uses broad and proactive recruiting, safety and
training programs to develop a quality workforce.

- Technology-Based Services. Customers retain MPW to perform services
requiring technology, experience or equipment that would be difficult or
costly for customers to duplicate. Advanced equipment and skilled
personnel are essential for minimizing task completion time and facility
downtime.

- Responsiveness to Customers. The ability to provide immediate response
is a critical component of the Company's strategy. The Company maintains
a culture of responsiveness to its customers by establishing facilities
close to or within its customers' locations and using a decentralized
management structure.

The Company's principal executive offices are located at 9711 Lancaster
Road, S.E., Hebron, Ohio 43025 and its telephone number is (614) 927-8790.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company.......... 3,750,000 shares
Common Stock to be outstanding after the
Offering................................... 9,950,000 shares (1)
Use of Proceeds.............................. To repay the outstanding principal amount of
the promissory notes (the "AAA Notes") issued
in connection with a dividend of
undistributed S Corporation earnings (the
"Distribution"), to repay indebtedness and
for general corporate purposes, including
potential acquisitions. See "Use of Proceeds"
and "Prior S Corporation Status."
Proposed Nasdaq National Market symbol....... MPWG
</TABLE>

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

(1) Excludes 1,204,000 shares of Common Stock issuable upon exercise of
outstanding stock options at a weighted average exercise price of $3.94 per
share. See "Executive Compensation -- Stock Option Plans."

The business of the Company operates primarily through its wholly-owned
subsidiary, MPW Industrial Services, Inc. ("Industrial"), which, prior to the
Offering, was an S Corporation for tax purposes. Prior to the Offering, (i) the
shareholders of Industrial exchanged their shares of Industrial for shares of
the Company, and (ii) the Company effected a 4-to-1 stock split. As a result of
these transactions, Industrial's S Corporation status was terminated and the
shareholders of Industrial owned all of the outstanding Common Stock of MPW.
Unless otherwise indicated, the information in this Prospectus assumes the
consummation of the above transactions.

This Prospectus contains certain forward-looking statements that are based
on the beliefs of the Company's management, as well as assumptions made by, and
information currently available to, the Company's management. The Company's
future results, performance or achievements could differ materially from those
expressed in, or implied by, any such forward-looking statements. See "Risk
Factors" for a discussion of factors that could cause or contribute to such
material differences.

4
<PAGE> 6

SUMMARY CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data)

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-----------------------------------------------------------------
PRO FORMA (1)
1993 1994 1995 1996 1997 1997
------- ------- ------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues..................................... $47,875 $49,172 $56,305 $58,430 $72,908 $72,908
Costs and expenses:
Cost of services........................... 31,696 31,759 37,768 37,543 48,460 48,460
Selling, general and administrative
expenses................................. 8,260 9,265 10,208 11,009 13,603 14,311
Depreciation and amortization (2).......... 4,493 4,589 4,356 4,933 3,655 3,042
Deferred stock option compensation (3)..... -- -- -- -- 2,764 --
Non-recurring item (4)..................... -- 1,011 -- -- -- --
------- ------- ------- ------- ------- -------
Total costs and expenses................... 44,449 46,624 52,332 53,485 68,482 65,813
------- ------- ------- ------- ------- -------
Income from operations....................... 3,426 2,548 3,973 4,945 4,426 7,095
Interest expense, net........................ 479 274 104 541 974 9
Minority earnings............................ -- -- -- 172 207 --
------- ------- ------- ------- ------- -------
Income from continuing operations before
income taxes............................... 2,947 2,274 3,869 4,232 3,245 7,086
Provision for income taxes (5)............... 112 134 331 360 1,085 2,834
------- ------- ------- ------- ------- -------
Income from continuing operations............ 2,835 2,140 3,538 3,872 2,160 4,252
Discontinued operations, net of income
taxes...................................... 121 268 367 163 -- --
------- ------- ------- ------- ------- -------
Net income................................... $ 2,956 $ 2,408 $ 3,905 $ 4,035 $ 2,160 $ 4,252
======= ======= ======= ======= ======= =======
Earnings per common share.................... $ 0.40
=======
Weighted average common shares outstanding... 10,747
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1997
-------------------------
PRO FORMA
ACTUAL AS ADJUSTED (6)
------- ---------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital................................................................ $ 7,069 $13,223
Net property and equipment..................................................... 23,400 17,667
Total assets................................................................... 45,518 46,188
Total debt and capital leases, including current maturities.................... 14,732 --
Total shareholders' equity..................................................... 16,711 35,256
</TABLE>

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

(1) The pro forma statement of income data give effect to the following
adjustments as if the transactions had been completed as of July 1, 1996:
(i) the adjustments to historical lease costs for certain facilities leased
by the Company from related parties and the recharacterization of such
leases from capital to operating; (ii) the elimination of deferred stock
option compensation; (iii) the reduction of interest expense related to
existing debt obligations to be repaid from the net proceeds from the
Offering; (iv) the elimination of minority earnings as a result of the
Company's purchase of certain minority stock ownership interests; and (v)
the recording of federal and state income taxes as if all operations of the
Company had been taxed as a C Corporation.

The pro forma weighted average common shares outstanding has been increased
by the 3,750,000 shares of the Offering, the net proceeds of which will fund
the Distribution and the retirement of existing debt obligations, and the
Company's issuance of 67,800 shares of Common Stock in exchange for certain
minority stock ownership interests. See "Selected Unaudited Condensed Pro
Forma Financial Data" and related Notes thereto, included elsewhere in this
Prospectus.

The Company expects that its quarter ended December 31, 1997 will be
affected by two adjustments of a nonrecurring nature. The Company will incur
a noncash expense of approximately $2.5 million, net of tax, associated with
the elimination of repurchase obligations contained in certain of its stock
option plans. Also, in connection with the termination of S Corporation
status, the Company will record a benefit from net deferred tax assets of
approximately $3.2 million. These adjustments have not been reflected in the
pro forma financial data.

(2) Effective July 1, 1996, the Company changed its useful life assumptions for
certain categories of property and equipment, resulting in a $1,620,000
reduction in depreciation and amortization expense in fiscal 1997. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Overview" and Note 3 to the Consolidated Financial Statements.

(3) Represents compensation expense related to the Company's obligation, under
certain conditions, to repurchase securities issued under certain of the
Company's stock option plans. Such repurchase obligation terminates
effective with the Offering.

(4) Represents charges related principally to the termination of certain
workers' compensation insurance with the State of Ohio's Bureau of Workers'
Compensation by the Company. This change occurred effective October 1, 1993
whereby the Company restructured its primary workers' compensation insurance
program with respect to the State of Ohio.

(5) Certain of the Company's subsidiaries were historically taxed as C
Corporations and appropriate provisions for federal and state income taxes
were recorded.

(6) Adjusted to reflect the following as if they had occurred on June 30, 1997:
(i) the Distribution; (ii) the recognition of net deferred tax assets
resulting from the termination of the S Corporation status; (iii) the
elimination of deferred stock option compensation related to certain of the
Company's stock option plans; (iv) the issuance of Common Stock in
connection with the Company's purchase of certain minority stock ownership
interests; (v) the elimination of capital lease liability as a result of
restructuring certain lease agreements with related parties; and (vi) the
sale of 3,750,000 shares of Common Stock hereby offered by the Company and
the application of the net proceeds therefrom.

5
<PAGE> 7

RISK FACTORS

An investment in the Common Stock offered by this Prospectus involves a
high degree of risk. In addition to the other information in this Prospectus,
the following risk factors should be considered carefully in evaluating an
investment in the Common Stock.

HIGHLY COMPETITIVE INDUSTRY

The industrial services industry is highly competitive and fragmented and
requires substantial labor and capital resources. Each of the markets in which
the Company competes or will likely compete is served by one or more of the
larger national or regional industrial services companies, as well as numerous
local industrial services companies of varying sizes and resources. The larger
industrial services companies may have significantly greater financial and other
resources than the Company. From time to time, these or other competitors may
reduce the price of their services in an effort to expand market share. These
practices may either require MPW to reduce the pricing of its services or result
in a loss of business. Any inability of the Company to compete with larger and
better capitalized companies could have a material adverse effect on the
Company. See "Business -- Competition."

DEPENDENCE ON CUSTOMER OUTSOURCING

The Company's business and growth strategies depend in large part on the
continuation of a trend toward outsourcing industrial services. The decision to
outsource is dependent upon customer perception that outsourcing may provide
higher quality services at a lower overall cost and such decision is subject to
change at the customer's discretion. There can be no assurance that the trend
toward outsourcing industrial services will continue, as organizations, due to
perceptions of quality or pricing advantages, may elect to perform such services
in-house. In addition, labor unions representing employees of certain of the
Company's current and prospective customers have generally opposed the
outsourcing trend and sought to direct to union employees the performance of
services typical of those offered by the Company. A reversal of the trend toward
outsourcing could have a material adverse effect on the Company. See
"Business -- Industry Overview."

CONCENTRATION OF CUSTOMERS

In fiscal 1997, MPW's ten largest customers represented 42.1% of revenues.
General Motors Corporation represented 10.4% of fiscal 1997 revenues.
Substantially all of the Company's arrangements to perform services may be
terminated or modified by its customers at will and without penalty. Although
MPW has historically maintained long-term relationships with many customers, a
portion of the Company's services are project oriented and the Company has few
long-term contracts. If MPW were to lose one or more large customers and were
not successful in replacing the lost revenues in a reasonable time period, this
loss could have a material adverse effect on the Company.

AVAILABILITY OF LABOR PERSONNEL

MPW's industrial cleaning and facility support services are labor
intensive. The Company employs a large number of hourly workers in order to
provide its services and incurs substantial expenses for recruiting and training
new personnel. The current low unemployment rate in certain geographic areas in
which MPW operates has contracted the labor pool available to the Company in
those areas. The Company has historically experienced a high level of turnover,
and there can be no assurance that the Company will be able to successfully
attract and retain employees at current employment rates. A change in labor
market conditions that either further reduces the availability of hourly workers
or increases significantly the cost of such labor could have a material adverse
effect on the Company.

RISKS RELATED TO GROWTH THROUGH ACQUISITIONS

One of MPW's business strategies is to increase its revenues, earnings and
market share through the acquisition of businesses that complement its existing
operations, expand its service capabilities or provide it with an entry into
markets it does not currently serve. Growth through acquisitions involves
substantial risks, including the risk of improper valuation of the acquired
business and the risk of inadequate integration. There can be no assurance that
suitable acquisition candidates will be available, that the Company will have
access to financing or

6
<PAGE> 8

that MPW will be able to acquire or profitably integrate such additional
businesses. The Company may compete for acquisition and expansion opportunities
with companies that have significantly greater financial resources than the
Company. In addition, to the extent that consolidation becomes more prevalent in
the industry, the prices for attractive acquisition candidates may be increased,
and there can be no assurance that businesses acquired in the future will
achieve levels of profitability that justify the investment therein. See
"Business -- Strategy."

DEPENDENCE ON SENIOR MANAGEMENT

MPW's success is largely dependent upon the efforts of the members of its
senior management team, particularly Monte R. Black, Chairman and Chief
Executive Officer, and Ira O. Kane, President and Chief Operating Officer. If
these executive officers or certain other officers of the Company do not to
continue in their present positions, or if a material number of other managers
fail to continue with the Company, MPW's business could be adversely affected.
See "Management."

FLUCTUATIONS IN QUARTERLY RESULTS AND GENERAL ECONOMIC CONDITIONS

The Company's quarterly results of operations may fluctuate as a result of
a number of factors over which the Company has no control, including its
customers' budgetary constraints, the timing and duration of its customers'
planned maintenance activities and shutdowns, changes in its competitors'
pricing policies and general economic conditions. Also, certain operating and
fixed costs remain relatively constant throughout the fiscal year, which when
offset by differing levels of revenues may result in fluctuations in operating
results. The Company's results of operations tend to vary seasonally, with the
third quarter generating the least amount of revenues, higher revenues in the
second quarter and the greatest amount of revenues in the first and fourth
quarters. Many of the Company's customers operate in industries, such as
automobile and steel production, which have shown historical sensitivity to
recessions and other adverse conditions in the general economy. A general or
regional economic downturn may result in a reduction of demand for the Company's
services.

NO PRIOR PUBLIC MARKET, DETERMINATION OF OFFERING PRICE AND POTENTIAL STOCK
PRICE VOLATILITY

Prior to the Offering, there has been no public market for the Common
Stock. The initial public offering price for the Common Stock was determined by
negotiation between the Company and the Underwriters and may bear no
relationship to the price at which the Common Stock will trade after the
Offering. See "Underwriting" for the factors considered in determining the
initial public offering price. MPW has made application to list the Common Stock
for quotation on the Nasdaq National Market; however, there can be no assurance
that an active trading market will develop subsequent to the Offering or, if
developed, that it will be sustained. After the Offering, the market price of
the Common Stock may be subject to significant fluctuations in response to
numerous factors, including the timing of any acquisitions by the Company,
variations in the Company's annual or quarterly financial results or those of
its competitors, changes by financial analysts in their estimates of the future
earnings of the Company, conditions in the economy in general or in the
Company's industry in particular, unfavorable publicity or changes in applicable
laws and regulations. The stock market has also, from time-to-time, experienced
significant price and volume fluctuations that have often been unrelated to the
operating performance of companies whose securities are publicly traded.
Following periods of volatility in the market price of a company's securities,
securities class action litigation frequently has been commenced against such
companies. Such litigation could result in substantial costs and a diversion of
management's attention and resources, which could have a material adverse effect
on the Company. Any adverse determination in such litigation could also subject
the Company to significant liabilities.

VOTING CONTROL OF CURRENT SHAREHOLDERS

Upon the completion of the Offering, Monte R. Black, Chairman and Chief
Executive Officer, will own beneficially, directly and indirectly, approximately
62.3% of the outstanding Common Stock (approximately 59.0% assuming exercise of
the Underwriters' over-allotment option). Accordingly, Mr. Black will be able to
exercise control over the Company's affairs, the election of individuals to the
Board of Directors and the outcome of other matters submitted to a vote of
shareholders. See "Principal Shareholders."

7
<PAGE> 9

DILUTION

Purchasers of the Common Stock offered hereby will experience an immediate
and substantial dilution of $6.76 in the net tangible book value per share of
their investment (assuming an initial public offering price of $10.00 per
share). In the event MPW issues additional Common Stock in the future, including
Common Stock that may be issued in connection with future acquisitions,
purchasers of Common Stock in the Offering may experience further dilution in
the net tangible book value per share of the Common Stock. See "Dilution."

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of Common Stock in the public market following
the Offering, or the perception that such sales could occur, could adversely
affect prevailing market prices for the Common Stock. Upon consummation of the
Offering, 9,950,000 shares of Common Stock will be outstanding. The shares of
Common Stock sold in the Offering are freely saleable in the public market,
unless acquired by affiliates of MPW. All of the shares outstanding prior to
completion of the Offering are subject to contractual restrictions that prohibit
the shareholder from offering, selling, transferring, pledging, contracting to
do the same or otherwise disposing of such shares for a period of 180 days after
the date of this Prospectus without the consent of Raymond James & Associates,
Inc. After this 180-day period expires, 6,200,000 shares will be eligible for
resale in the public market under Rule 144 promulgated under the Securities Act
of 1933, as amended ("Securities Act"). See "Shares Eligible for Future Sale."
After the completion of the Offering, the Company intends to file a registration
statement under the Securities Act to register up to 1,204,000 shares issuable
upon exercise of stock options granted or to be granted under its stock option
plans. After the filing of such registration statement and subject to certain
restrictions under Rule 144, these shares will be freely saleable in the public
market immediately following exercise of such options. See "Description of
Capital Stock," "Executive Compensation -- Stock Option Plans," and "Shares
Eligible for Future Sale."

ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Amended and Restated Articles of
Incorporation (the "Articles of Incorporation") and the Amended and Restated
Code of Regulations (the "Code of Regulations") and of the Ohio General
Corporation Law (the "OGCL"), together or separately, could discourage potential
acquisition proposals, delay or prevent a change in control of the Company and
limit the price that certain investors might be willing to pay in the future for
the Common Stock, including provisions that (i) require certain supermajority
votes; and (ii) establish certain advance notice procedures for nomination of
candidates for election as directors and for shareholder proposals to be
considered at shareholders' meetings. The Board of Directors of the Company will
also have authority to issue one or more series of preferred stock without
further shareholder approval and upon terms as the Board of Directors may
determine. Issuance of preferred stock could adversely affect holders of the
Common Stock in the event of liquidation of the Company or delay, defer or
prevent an attempt to obtain control of the Company by means of a tender offer,
merger, proxy contest or otherwise. Additionally, Section 1701.831 of the OGCL
contains provisions that require shareholder approval of any proposed "control
share acquisition" of any Ohio corporation; and Chapter 1704 of the OGCL
contains provisions that restrict certain business combinations and other
transactions between an Ohio corporation and interested shareholders. See
"Description of Capital Stock -- Ohio Law and Certain Charter Provisions."

DIVIDEND POLICY

The Company currently anticipates that, after the completion of the
Offering, all of its earnings will be retained for development and expansion of
the Company's business and does not anticipate paying any cash dividends on the
Common Stock in the foreseeable future. The Company's credit facilities contain
covenants that prohibit the payment of cash dividends. See "Dividend Policy."

8
<PAGE> 10

PRIOR S CORPORATION STATUS

In December 1986, MPW Industrial Services, Inc. ("Industrial") elected to
be treated as an S Corporation under subchapter S of the Internal Revenue Code
of 1986, as amended, for federal income tax purposes and under comparable state
tax laws. As a result of the S Corporation election, Industrial's shareholders
have been taxed directly on Industrial's income, whether or not such income was
distributed, and Industrial has not been subject to federal income tax at the
corporate level.

Since January 1987, Industrial has made periodic distributions to its
shareholders. The balance of taxed or taxable accumulated undistributed earnings
that have not been distributed is reflected in an "accumulated adjustments
account" (the "AAA account"). Prior to the Offering, Industrial terminated its S
Corporation status and declared a dividend of $22.4 million evidenced by
promissory notes (the "AAA Notes"), an amount approximately equal to the
undistributed earnings in the AAA account on which the shareholders either have
paid or will be required to pay income taxes (the "Distribution"). A portion of
the proceeds of the Offering will be used to repay the AAA Notes. See "Use of
Proceeds" and "Certain Relationships and Related Party Transactions."

USE OF PROCEEDS

The net proceeds to the Company from the sale of 3,750,000 shares of Common
Stock offered hereby are estimated to be $34.3 million ($39.5 million if the
Underwriters' over-allotment option is exercised in full). Of the net proceeds
to be received by the Company, approximately $13.4 million will be used to repay
a portion of the outstanding principal amount of the AAA Notes, and
approximately $12.0 million will be used to repay outstanding indebtedness
including amounts owed under a revolving credit facility and long-term note
arrangement with the Company's principal banks (the "Banks"). The net proceeds
will also be used to pay when due the remaining $5.4 million outstanding
principal amount of the AAA Notes (approximately $1.1 million due on December
31, 1997 and the balance of $4.3 million due on April 15, 1998), which amount
approximates the income tax liability of Industrial's shareholders for income
earned from January 1, 1997 through the termination of S Corporation status. The
remaining net proceeds, if any, will be used for general corporate purposes,
including potential acquisitions. Although the Company regularly engages in
discussions relating to potential acquisitions, it is not currently a party to
any letters of intent or other agreements with respect to any probable
acquisitions other than ESI. Pending specific application of the net proceeds,
the Company intends to invest unused net proceeds in short-term investment grade
securities or money market instruments.

As of June 30, 1997, the Company's revolving credit facility had an
outstanding balance of $6.5 million and a weighted average interest rate of
7.44%. The revolving credit facility bears interest at the prime rate less 0.5%
or, at the Company's option, the Eurodollar market rate plus 1.0%. Under the
long-term note arrangement, the Company entered into three promissory notes with
the Banks with outstanding balances as of June 30, 1997 of $2.4 million, $2.1
million and $1.6 million, respectively. The long-term notes bear interest at the
prime rate less 0.25% or, at the Company's option, the Eurodollar market rate
plus 1.25%. The weighted average interest rate for the notes as of June 30, 1997
was 6.94%.

DIVIDEND POLICY

The Company anticipates that all future earnings will be retained to
finance the Company's operations and for the growth and development of its
business. Accordingly, the Company does not currently anticipate paying cash
dividends on its Common Stock. The payment of any future dividends will be
subject to the discretion of the Board of Directors of the Company and will
depend on the Company's results of operations, financial condition, contractual
restrictions, restrictions imposed by applicable law and other factors that the
Board of Directors deem relevant. The Company's credit facilities contain
covenants that prohibit the payment of cash dividends.

9
<PAGE> 11

CAPITALIZATION

The following table sets forth the current maturities of long-term debt and
capitalization as of June 30, 1997 on an actual basis, pro forma as of such date
to reflect the transactions set forth in Note (1) hereto, and pro forma as
adjusted to reflect the transactions set forth in Note (1) hereto and
application of the estimated net proceeds from the sale of the 3,750,000 shares
of Common Stock offered hereby at an assumed initial offering price of $10.00
per share, after deducting the estimated underwriting discounts and commissions
and offering expenses. See "Use of Proceeds." This table should be read in
conjunction with the Consolidated Financial Statements and the Notes thereto
included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
JUNE 30, 1997
-----------------------------------------
PRO FORMA
ACTUAL PRO FORMA (1) AS ADJUSTED
------- ------------- -----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Current maturities of long-term debt and capital lease
obligations............................................ $ 965 $ 880 $ --
======= ======= =======
Long-term debt, excluding current maturities............. $11,719 $30,519 $ --
Capital lease obligations, excluding current
maturities............................................. 2,048 -- --
Shareholders' equity:
Preferred stock, $0.01 par value; 10,000,000 shares
authorized; no shares outstanding................... -- -- --
Common stock, no par value; 50,000,000 shares
authorized; 6,200,000 shares outstanding, Actual;
6,267,800 shares outstanding, Pro Forma; 10,017,800
shares outstanding, Pro Forma As Adjusted........... 1,132 -- 34,275
Retained earnings...................................... 15,579 981 981
------- ------- -------
Total shareholders' equity..................... 16,711 981 35,256
------- ------- -------
Total capitalization........................... $30,478 $31,500 $35,256
======= ======= =======
</TABLE>

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

(1) Pro forma data assume the following transactions had occurred on June 30,
1997: (i) the Distribution; (ii) the recognition of net deferred tax assets
resulting from the termination of S Corporation status; (iii) the
elimination of deferred stock option compensation related to certain of the
Company's stock option plans; (iv) the issuance of Common Stock in
connection with the Company's purchase of certain minority stock ownership
interests; (v) the elimination of capital lease liability as a result of
restructuring certain lease agreements with related parties; and (vi) the
reclassification of the remaining AAA account from retained earnings to
common stock as a result of termination of S Corporation status. See "Prior
S Corporation Status" and Note 14 to the Consolidated Financial Statements.

10
<PAGE> 12

DILUTION

The Company's net tangible book value as of June 30, 1997 was $14.2 million
(excluding intangible assets of $2.5 million), or $2.29 per share of Common
Stock. Net tangible book value per share represents the amount of the Company's
total tangible assets less its total liabilities, divided by the total number of
shares of Common Stock outstanding. After giving effect to the adjustments
described in Note (1) hereto, the pro forma net tangible book value as of June
30, 1997 would have been $(1.8) million or $(0.29) per share.

After giving effect to the adjustments described in Note (1) hereto and to
the sale by the Company of Common Stock in the Offering at an assumed initial
public offering price of $10.00 per share (and after deduction of the estimated
underwriting discounts and commissions and offering expenses), the pro forma net
tangible book value as of June 30, 1997 would have been approximately $32.4
million or $3.24 per share of Common Stock. This represents an immediate
increase in pro forma net tangible book value of $3.53 per share to existing
shareholders and an immediate dilution in net tangible book value of $6.76 per
share to purchasers of Common Stock in the Offering, as illustrated in the
following table:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............................ $10.00
Net tangible book value per share at June 30, 1997....................... $ 2.29
Adjustment in net tangible book value per share attributable to the
adjustments described in note (1)..................................... (2.58)
------
Pro forma net tangible book value per share.............................. (0.29)
------
Increase per share attributable to existing shareholders................... 3.53
------
Pro forma net tangible book value per share after the Offering............. 3.24
------
Net tangible book value dilution per share to new investors................ $ 6.76
======
</TABLE>

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

The Company had outstanding stock options exercisable for 1,204,000 shares
of Common Stock at a weighted average exercise price of $3.94 per share. If
these options are exercised, further dilution to new investors will occur. The
Company may also issue additional shares to effect future potential business
acquisitions or upon exercise of future stock option grants or equity awards,
which could also result in additional dilution to then existing shareholders.
See "Executive Compensation -- Stock Option Plans."

11
<PAGE> 13

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected consolidated statement of income and
balance sheet data of the Company for the periods and the dates indicated. The
selected statement of income and balance sheet data, at or for each of the full
fiscal years presented below, were derived from the Consolidated Financial
Statements, which have been audited by Ernst & Young LLP, independent auditors.
The selected consolidated financial data below should be read in conjunction
with the audited Consolidated Financial Statements and Notes thereto included
elsewhere in this Prospectus and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------------------------------------------
1993 1994 1995 1996 1997
------- ------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues................................. $47,875 $49,172 $56,305 $58,430 $72,908
Costs and expenses:
Cost of services....................... 31,696 31,759 37,768 37,543 48,460
Selling, general and administrative
expenses............................ 8,260 9,265 10,208 11,009 13,603
Depreciation and amortization (1)...... 4,493 4,589 4,356 4,933 3,655
Deferred stock option compensation
(2)................................. -- -- -- -- 2,764
Non-recurring item (3)................. -- 1,011 -- -- --
------- ------- ------- ------- -------
Total costs and expenses............... 44,449 46,624 52,332 53,485 68,482
------- ------- ------- ------- -------
Income from operations................... 3,426 2,548 3,973 4,945 4,426
Interest expense, net.................... 479 274 104 541 974
Minority earnings........................ -- -- -- 172 207
------- ------- ------- ------- -------
Income from continuing operations before
income taxes........................... 2,947 2,274 3,869 4,232 3,245
Provision for income taxes (4)........... 112 134 331 360 1,085
------- ------- ------- ------- -------
Income from continuing operations........ 2,835 2,140 3,538 3,872 2,160
Discontinued operations, net of income
taxes.................................. 121 268 367 163 --
------- ------- ------- ------- -------
Net income............................... $ 2,956 $ 2,408 $ 3,905 $ 4,035 $ 2,160
======= ======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
JUNE 30,
-------------------------------------------------------
1993 1994 1995 1996 1997
------- ------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital........................ $ 6,106 $ 4,394 $ 3,906 $ 2,521 $ 7,069
Net property and equipment............. 14,391 13,004 12,775 21,258 23,400
Total assets........................... 26,948 26,579 27,695 39,468 45,518
Total debt and capital leases,
including current maturities........ 5,163 2,328 1,234 12,471 14,732
Total shareholders' equity............. 16,808 16,681 16,605 16,067 16,711
</TABLE>

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

(1) Effective July 1, 1996, the Company changed its useful life assumptions for
certain categories of property and equipment, resulting in a $1,620,000
reduction in depreciation and amortization expense in fiscal 1997. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Overview" and Note 3 to the Consolidated Financial Statements.

(2) Represents compensation expense related to the Company's obligation, under
certain conditions, to repurchase securities issued under certain of the
Company's stock option plans. Such repurchase obligation terminates
effective with the Offering.

(3) Represents charges related principally to the termination of certain
workers' compensation insurance with the State of Ohio's Bureau of Workers'
Compensation by the Company. This change occurred effective October 1, 1993
whereby the Company restructured its primary workers' compensation program
with respect to the State of Ohio.

(4) Certain of the Company's subsidiaries were historically taxed as C
Corporations and appropriate provisions for federal and state income taxes
were recorded.

12
<PAGE> 14

SELECTED UNAUDITED CONDENSED PRO FORMA FINANCIAL DATA

The selected unaudited condensed pro forma financial data have been derived
from the historical financial statements of the Company. The unaudited pro forma
statement of income data for fiscal 1997 give effect to the Offering and certain
other transactions described below as if these transactions had been completed
as of July 1, 1996. The unaudited condensed pro forma balance sheet data give
effect to such transactions and to the Offering and the use of the net proceeds
therefrom after deducting underwriting discounts and estimated expenses payable
by the Company as if such transactions had occurred on June 30, 1997. See "Prior
S Corporation Status" and "Use of Proceeds." The Company expects that its
quarter ended December 31, 1997 will be affected by two adjustments of a
nonrecurring nature. The Company will incur a noncash expense of approximately
$2.5 million, net of tax, associated with the elimination of repurchase
obligations contained in certain of its stock option plans. Also, in connection
with the termination of S Corporation status, the Company will record a benefit
from net deferred tax assets of approximately $3.2 million. These adjustments
have not been reflected in the pro forma financial data. The selected unaudited
condensed pro forma financial data and accompanying Notes should be read in
conjunction with the Consolidated Financial Statements and the Notes thereto
appearing elsewhere herein. The unaudited pro forma financial data is provided
for informational purposes only and does not purport to represent what the
Company's financial position or results of operations actually would have been
had the transactions described therein been completed as of the date or at the
beginning of the period indicated, or to project the Company's financial
position or results of operations at any future date or for any future period.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1997
----------------------------------------
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
STATEMENT OF INCOME DATA:

Revenues.......................................................... $ 72,908 $ -- $72,908
Costs and expenses:
Cost of services................................................ 48,460 -- 48,460
Selling, general and administrative expenses.................... 13,603 708(1) 14,311
Depreciation and amortization................................... 3,655 (613)(1) 3,042
Deferred stock option compensation.............................. 2,764 (2,764)(2) --
------- ------- -------
Total costs and expenses........................................ 68,482 (2,669) 65,813
------- ------- -------
Income from operations............................................ 4,426 2,669 7,095
Interest expense, net............................................. 974 (347)(1) 9
(618)(3)
Minority earnings................................................. 207 (207)(4) --
------- ------- -------
Income before income taxes........................................ 3,245 3,841 7,086
Provision for income taxes........................................ 1,085 1,749(5) 2,834
------- ------- -------
Net income........................................................ $ 2,160 $ 2,092 $ 4,252
======= ======= =======
Earnings per common share......................................... $ 0.40
=======
Weighted average common shares outstanding (6).................... 10,747
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1997
----------------------------------------------------------------------
PRO FORMA
PRO FORMA OFFERING AS
HISTORICAL ADJUSTMENTS PRO FORMA ADJUSTMENTS (7) ADJUSTED
---------- ----------- --------- --------------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:

Assets:
Current assets......................... $ 18,966 $ 2,313(8) $21,279 $ 2,876 $24,155
Net property and equipment............. 23,400 (2,133) (1) 17,667 -- 17,667
(3,600) (9)
Other assets........................... 3,152 299(10) 4,366 -- 4,366
915(8)
------- -------- ------- -------- -------
Total assets........................... $ 45,518 $ (2,206) $43,312 $ 2,876 $46,188
======= ======== ======= ======== =======
Liabilities and equity:
Current liabilities, excluding current
maturities of long-term debt......... $ 10,932 $ -- $10,932 $ -- $10,932
Current maturities of long-term debt... 965 (85) (1) 880 (880) --
Long-term debt, excluding current
maturities........................... 11,719 22,400(11) 30,519 (30,519) --
(3,600) (9)
Capital leases, excluding current
maturities........................... 2,048 (2,048) (1) -- -- --
Deferred stock option compensation..... 2,764 (2,764) (2) -- -- --
Minority interest...................... 379 (379) (4) -- -- --
Shareholders' equity................... 16,711 (15,730)(12) 981 34,275 35,256
------- -------- ------- -------- -------
Total liabilities and equity........... $ 45,518 $ (2,206) $43,312 $ 2,876 46,188
======= ======== ======= ======== =======
</TABLE>

13
<PAGE> 15

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

(1) Reflects the adjustment of historical lease costs for certain facilities
leased by the Company from related parties and the recharacterization of
such leases from capital to operating pursuant to restructured lease
agreements to take effect in connection with the Offering.

(2) Reflects the elimination of deferred stock option compensation related to
the Company's obligation, under certain conditions, to repurchase
securities issued under certain of the Company's stock option plans. Such
repurchase obligation terminates effective with the Offering.

(3) Reflects the reduction in interest expense related to the repayment of
existing debt obligations from the net proceeds of the Offering.

(4) Reflects the elimination of minority earnings and liability as a result of
the issuance of Common Stock in connection with the Company's purchase of
certain minority stock ownership interests to take effect upon completion
of the Offering.

(5) Reflects the recording of federal and state income taxes at an effective
rate of 40% as if all operations of the Company had been a C Corporation.

(6) Based on the weighted average common shares outstanding as adjusted for the
Company's sale of 3,750,000 shares of Common Stock in the Offering, the net
proceeds of which will be used to fund the Distribution and the reduction
of existing debt obligations, and the Company's issuance of 67,800 shares
of Common Stock in exchange for certain minority stock ownership interests.

(7) Reflects the sale of 3,750,000 shares of Common Stock offered by the
Company and the application of the net proceeds therefrom.

(8) Reflects the recognition of net deferred tax assets resulting from the
termination of S Corporation status.

(9) Reflects the sale of a corporate aircraft to an existing shareholder.

(10) Reflects increase in goodwill related to purchase of minority stock
ownership interests.

(11) Reflects the Distribution.

(12) Reflects adjustments to shareholders' equity as follows (in thousands):

<TABLE>
<S> <C>
AAA account distribution............................................ $(22,400)
Elimination of deferred stock option compensation................... 2,764
Common stock issued to acquire minority stock ownership interests... 678
Recognition of net deferred tax assets.............................. 3,228
--------
$(15,730)
========
</TABLE>

14
<PAGE> 16

(13) The following table presents the Company's unaudited consolidated quarterly
financial results on a pro forma basis represented by the individual line
items reflected in the Company's consolidated statements of operations for
each of the four quarters in fiscal 1997. This information has been
presented on the same basis as the Selected Unaudited Condensed Pro Forma
Financial Data appearing previously and, in the Company's opinion, contains
all necessary adjustments (consisting of normal recurring adjustments) to
present fairly the Company's unaudited quarterly results. Interim operating
results, however, are not necessarily indicative of the Company's results
for any future period.

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR
--------------------------------------------------- ENDED
SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, JUNE 30,
1996 1996 1997 1997 1997
------------- ------------ --------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Revenues......................... $19,422 $ 18,157 $15,994 $ 19,335 $ 72,908
Costs and expenses:
Cost of services............... 12,641 11,925 10,900 12,994 48,460
Selling, general and
administrative expenses..... 3,382 3,476 3,588 3,865 14,311
Depreciation and
amortization................ 750 759 764 771 3,042
------- ------- ------- ------- -------
Total costs and expenses....... 16,773 16,160 15,252 17,630 65,813
------- ------- ------- ------- -------
Income from operations........... 2,649 1,997 742 1,705 7,095
Interest expense, net............ 3 2 2 2 9
------- ------- ------- ------- -------
Income before income taxes....... 2,646 1,995 740 1,703 7,086
Provision for income taxes....... 1,058 798 296 682 2,834
------- ------- ------- ------- -------
Net income....................... $ 1,588 $ 1,197 $ 444 $ 1,021 $ 4,252
======= ======= ======= ======= =======
Earnings per common share........ $ 0.15 $ 0.11 $ 0.04 $ 0.10 $ 0.40
======= ======= ======= ======= =======
Weighted average common shares
outstanding.................... 10,747 10,747 10,747 10,747 10,747
</TABLE>

15
<PAGE> 17

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company has been providing industrial services to customers for over 25
years. In recent years, the Company added several key members to its management
team and developed a strategy to more aggressively pursue acquisitions and
internal growth initiatives, as well as to implement systems, controls and other
infrastructure necessary to support future growth.

In April 1996, the Company expanded into the complementary business of
industrial air filtration services through the acquisition of Weston, with
revenues of $8.6 million for the twelve-month period ended June 30, 1996. In
September 1997, the Company agreed in principal to acquire ESI, another
industrial air filtration services business, with revenues of $6.7 million for
the twelve-month period ended June 30, 1997. The Company intends to continuously
evaluate opportunities to make acquisitions consistent with its growth strategy.

MPW primarily derives its revenues by providing industrial services and
materials under time and materials or fixed price agreements with its customers.
Revenues from time and materials agreements are recognized based on labor and
materials expended. Revenues from fixed price agreements are recorded based on
the percentage of completion method.

Cost of services includes all direct labor, materials, subcontractor and
other costs related to the performance of MPW's services. Cost of services also
includes all costs associated with the Company's operating equipment, excluding
depreciation and amortization.

Selling, general and administrative expenses include management salaries,
clerical and administrative overhead, professional services, costs associated
with marketing and sales efforts and costs associated with the Company's
information systems.

Depreciation and amortization consists of depreciation of operating
equipment and amortization of capital leases and goodwill. Depreciation is
calculated using the straight-line method over the estimated useful lives of
property and equipment. Capital leases are amortized on a straight-line basis
over the lease term and goodwill is amortized on a straight-line basis over a
period not exceeding 25 years. Depreciation and amortization as a percentage of
revenues declined in fiscal 1997 primarily as a result of the Company's decision
to change its estimates of the useful lives of certain property and equipment,
effective July 1, 1996. The Company made this change in order to more accurately
reflect the Company's actual history of useful lives. The Company used the net
book value of each of its property and equipment assets as of July 1, 1996 and
applied the remaining useful life of each asset in the calculation of
depreciation from that date forward. The change reduced fiscal 1997 depreciation
and amortization expense by $1.6 million.

The Company's consolidated results of operations include deferred stock
option compensation in the amount of $2.8 million for fiscal 1997. Under the
terms of the Company's 1991 and 1994 stock option plans (the "Prior Stock Option
Plans"), the Company was obligated to repurchase Common Stock issued by exercise
of stock options at prices determined by a formula. The Company recorded total
deferred stock option compensation of $2.8 million to reflect the appreciation
relating to options granted and outstanding under the Prior Stock Option Plans.
See Note 11 to the Consolidated Financial Statements. The Company's redemption
obligation under the Prior Stock Option Plans terminates upon completion of the
Offering. Deferred stock option compensation relating to the Company's
redemption obligation will no longer be required to be reported in the Company's
results of operations in future periods.

16
<PAGE> 18

Effective December 31, 1995, MPW disposed of its 70% interest in B&B
Underground. See Note 4 to the Consolidated Financial Statements. The operations
and subsequent sale of the Company's interest in B&B Underground have been
accounted for as discontinued operations and the Consolidated Financial
Statements have been restated to report this business separately as discontinued
operations for all periods presented.

Prior to the Offering, Industrial's S Corporation status was terminated. As
such, the Company will be subject to applicable corporate income tax rates for
all periods after this date. See "Prior S Corporation Status" and Note 9 to the
Consolidated Financial Statements.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, selected
consolidated statement of income data as a percentage of revenues:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
----------------------------
1995 1996 1997 (1)
----- ----- --------
<S> <C> <C> <C>
Revenues................................................. 100.0% 100.0% 100.0%
Costs and expenses
Cost of services....................................... 67.1 64.3 66.5
Selling, general and administrative expenses........... 18.1 18.8 18.7
Depreciation and amortization.......................... 7.7 8.4 5.0
----- ----- -----
Total costs and expenses............................... 92.9 91.5 90.1
----- ----- -----
Income from operations................................... 7.1 8.5 9.9
Interest expense, net.................................. 0.2 0.9 1.3
Minority earnings...................................... -- 0.3 0.3
----- ----- -----
Income from continuing operations before income taxes.... 6.9% 7.2% 8.2%
===== ===== =====
</TABLE>

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

(1) Excludes $2.8 million of deferred stock option compensation. Including the
effect of such expense, income from operations as a percentage of revenues
would have been 6.1% and income from continuing operations before income
taxes as a percentage of revenues would have been 4.5%.

FISCAL 1997 COMPARED TO FISCAL 1996

Revenues. Revenues increased by $14.5 million, or 24.8%, to $72.9 million
in fiscal 1997 from $58.4 million in fiscal 1996. This increase resulted
primarily from the April 1996 acquisition of Weston, internal growth and
revenues generated from the Company's industrial container cleaning facility
that began full scale operations in September 1996. Revenues, exclusive of
revenues resulting from the Weston acquisition, increased $5.4 million, or 9.7%,
in fiscal 1997 over fiscal 1996. In addition to the opening of the Company's new
industrial container cleaning facility in September 1996, internal growth was
aided by three new offices opened in fiscal 1997 and related new customers,
price increases and increased volume of services provided to certain existing
customers.

Cost of Services. Cost of services increased by $10.9 million, or 29.1%,
to $48.5 million in fiscal 1997 from $37.5 million in fiscal 1996 and increased
as a percentage of revenues to 66.5% in fiscal 1997 from 64.3% in fiscal 1996.
As a percentage of revenues, exclusive of the effect of the Weston acquisition,
costs of services increased to 64.8% for fiscal 1997 from 63.6% for fiscal 1996,
which was primarily a result of investments made in personnel and infrastructure
during fiscal 1996 and fiscal 1997 to strengthen the Company's service delivery
capabilities in certain of its operations. The Weston operations tend to have
higher cost of services as a percentage of revenues than the average for other
Company operations.

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Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $2.6 million, or 23.6%, to $13.6 million in
fiscal 1997 from $11.0 million in fiscal 1996 but decreased as a percentage of
revenues to 18.7% for fiscal 1997 from 18.8% for fiscal 1996. The decrease was
primarily due to the benefits of absorbing certain fixed selling, general and
administrative expenses over an increased revenue base.

Depreciation and Amortization. Depreciation and amortization decreased by
$1.3 million, or 25.9%, to $3.7 million in fiscal 1997 from $4.9 million in
fiscal 1996 and decreased as a percentage of revenues to 5.0% for fiscal 1997
from 8.4% for fiscal 1996. Effective July 1, 1996, the Company changed its
estimates for the remaining useful lives of certain property and equipment to
more accurately reflect the Company's actual history of useful lives. The
Company used the net book value of each of its property and equipment assets as
of July 1, 1996 and applied the remaining useful life of each asset in the
calculation of depreciation from that date forward.

Income from Operations. Income from operations increased $2.3 million, or
45.4%, to $7.2 million in fiscal 1997 from $4.9 million in fiscal 1996 and
increased as a percentage of revenues to 9.9% for fiscal 1997 from 8.5% for
fiscal 1996. The increase was due to the factors discussed above. The $7.2
million of fiscal 1997 income from operations has been calculated to exclude
$2.8 million of deferred stock option compensation.

Interest Expense, net. Interest expense, net increased $433,000 to
$974,000 in fiscal 1997 from $541,000 in fiscal 1996. This increase was
primarily the result of increased borrowings under the Company's credit
facilities due to the Weston acquisition, the completion of the Company's
industrial container cleaning facility and certain other capital expenditures.

Income from Continuing Operations before Income Taxes. For the reasons
described above, the Company's income from continuing operations before income
taxes increased by $1.8 million, or 42.0%, to $6.0 million in fiscal 1997 from
$4.2 million in fiscal 1996 and increased as a percentage of revenues to 8.2%
for fiscal 1997 from 7.2% for fiscal 1996.

FISCAL 1996 COMPARED TO FISCAL 1995

Revenues. Revenues increased $2.1 million, or 3.8%, to $58.4 million in
fiscal 1996 from $56.3 million in fiscal 1995. This increase resulted primarily
from the Company's internal growth and the April 1996 acquisition of Weston.
Such increase, however, was net of the loss of revenues from two significant
customers in fiscal 1996 and suspension of the Company's industrial container
cleaning operations during fiscal 1996 to complete the construction of its new
container cleaning facility, which began full scale operations in September
1996. Excluding revenues from the customers lost and from the industrial
container cleaning operations in fiscal years 1995 and 1996, the Company's
revenues would have increased 16.8% in fiscal 1996 over fiscal 1995.

Cost of Services. Cost of services decreased by $225,000, or 0.6%, to
$37.5 million in fiscal 1996 from $37.8 million in fiscal 1995 and decreased as
a percentage of revenues to 64.3% for fiscal 1996 from 67.1% for fiscal 1995.
The decrease was primarily a result of the Company's initiatives to improve
safety, reduce turnover and control insurance costs and, to a lesser extent, the
result of increased utilization of the Company's equipment and operations
personnel.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $801,000, or 7.8%, to $11.0 million in
fiscal 1996 from $10.2 million in fiscal 1995 and increased as a percentage of
revenues to 18.8% for fiscal 1996 from 18.1% for fiscal 1995. The increase was
primarily due to the loss of customer revenues and suspension of industrial
container cleaning operations in fiscal 1996.

Depreciation and Amortization. Depreciation and amortization increased by
$577,000, or 13.2%, to $4.9 million in fiscal 1996 from $4.4 million in fiscal
1995 and increased as a percentage of revenues to 8.4% for fiscal 1996 from 7.7%
for fiscal 1995. The increase was a result of depreciation related to increased
capital expenditures during fiscal 1996. During fiscal 1996, the Company had a
total of $14.3 million in capital expenditures, including its new industrial
container cleaning facility, capital equipment required as a result of the

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Company's growth and a corporate aircraft. The aircraft was sold by the Company
at fair market value prior to the Offering. See "Certain Relationships and
Related Party Transactions."

Income from Operations. Income from operations increased $1.0 million, or
24.5%, to $4.9 million in fiscal 1996 from $4.0 million in fiscal 1995 and
increased as a percentage of revenues to 8.5% for fiscal 1996 from 7.1% for
fiscal 1995. The increase was due primarily to the factors discussed above.

Interest Expense, net. Interest expense, net increased $437,000 to
$541,000 in fiscal 1996 from $104,000 in fiscal 1995. This increase was
primarily the result of increased borrowings under the Company's credit
facilities due to the Weston acquisition, the construction of the Company's
industrial container cleaning facility and capital expenditures.

Income from Continuing Operations before Income Taxes. For the reasons
described above, the Company's income from continuing operations before income
taxes increased by $363,000, or 9.4%, to $4.2 million in fiscal 1996 from $3.9
million in fiscal 1995 and increased as a percentage of revenues to 7.2% for
fiscal 1996 from 6.9% for fiscal 1995.

QUARTERLY RESULTS AND SEASONALITY

The Company's results of operations tend to vary seasonally, with the third
quarter generating the least amount of revenues, higher revenues in the second
quarter and the greatest amount of revenues in the first and fourth quarters.
The Company's quarterly results of operations may fluctuate significantly as a
result of a number of factors over which the Company has no control, including
its customers' budgetary constraints, the timing and duration of its customers'
planned maintenance activities and shutdowns, changes in its competitors'
pricing policies, and general economic conditions. Also, certain operating and
fixed costs remain relatively constant throughout the fiscal year, which when
offset by differing levels of revenues may result in fluctuations in quarterly
operating results.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of liquidity have been internally generated
cash flows from operations and borrowings under credit arrangements. Principal
uses of liquidity are capital expenditures, acquisitions and working capital
associated with the Company's growth. The Company plans to repay all or a
significant portion of its existing bank debt with proceeds from the Offering.
To provide additional liquidity, the Company has commenced negotiations with
Bank One and National City Bank, the Company's current banks, to provide credit
facilities of approximately $50 million following the Offering. See "Use of
Proceeds." The Company believes that the new credit facility, if obtained, will
facilitate the Company's expansion strategy by making increased resources
available for potential capital expenditures and acquisitions of other
businesses. See "Business -- Strategy."

During fiscal 1995, 1996 and 1997, net cash provided by operating
activities was $10.1 million, $7.4 million and $5.0 million, respectively. At
June 30, 1997, the Company had cash and cash equivalents of $489,000, working
capital of $7.1 million and $8.5 million available under its existing credit
agreements.

During fiscal 1995, 1996 and 1997, the Company had net capital expenditures
of $5.4 million, $14.3 million and $5.9 million, respectively, primarily for
additional operating equipment. During fiscal 1996, the Company also completed
its industrial container cleaning facility for a total cost of approximately
$5.8 million. The Company's policy is to generally purchase or construct
equipment required for its operations rather than to lease such equipment.

During fiscal 1995, 1996, and 1997, the Company made distributions to its
shareholders primarily to fund their payment of taxes due on S Corporation
income in the amounts of $4.0 million, $4.6 million and $2.3 million,
respectively.

The Company is party to various credit arrangements with the Banks (the
"Existing Credit Agreement"). The Company currently has a $12.0 million
revolving credit facility that matures on December 31, 1998. The

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<PAGE> 21

Company's current borrowing rate under the revolving credit facility is the
prime rate minus 0.5% or, at the Company's option, the Eurodollar market rate
plus 1.0%. Outstanding borrowings under the revolving credit facility were $6.5
million as of June 30, 1997. The Company's weighted average interest rate on the
revolving credit facility as of June 30, 1997 was 7.44%. In addition, the
Company has term loans with the Banks totaling $6.1 million as of June 30, 1997,
with maturities ranging from December 31, 2002 to July 31, 2006. The Company's
current borrowing rate for the term loans is the Eurodollar market rate plus
1.25%. The Company's weighted average interest rate for the term loans as of
June 30, 1997 was 6.94%. The Company expects to repay the outstanding balance of
the revolving credit facility and the term notes with the proceeds of the
Offering.

Following the Offering, the Company expects to enter into a new credit
agreement with the Banks (the "New Credit Agreement") to replace its Existing
Credit Agreement. The Company expects that the New Credit Agreement would
provide the Company with a $50 million, three-year, unsecured revolving credit
facility with similar terms and conditions as are in the Existing Credit
Agreement. The Company believes that the New Credit Agreement would provide it
with additional financial and operating flexibility. Specifically, the Company
expects that the New Credit Facility would increase the Company's borrowing
capacity, would permit the Company to continue to borrow at lower
Eurodollar-based rates and would facilitate capital expenditures and
acquisitions. Availability under the New Credit Agreement would be based on the
relationship of the Company's total long-term debt to equity and the pricing of
such funding would change in accordance with formulas based on aggregate
borrowings and financial performance as measured by interest coverage and by the
ratio of debt to equity, similar to the Existing Credit Agreement.

The Company believes that the proceeds from the Offering, cash on hand,
cash flow from operations and available borrowings under its Existing Credit
Agreement will be sufficient to fund its currently planned capital projects and
operations.

The Company continually seeks opportunities to expand its industrial
service businesses. If acquisition opportunities develop, the Company may be
required to obtain additional financing.

INFLATION

The effects of inflation on the Company's operations were not significant
during the periods presented in the Consolidated Financial Statements.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per Share, which is required to be adopted for financial
statements issued for periods ending after December 15, 1997. This statement
establishes standards for computing and presenting earnings per share. It
requires dual presentation of basic and diluted earnings per share on the face
of the income statement and a reconciliation between the computations. The
Company has not yet determined the impact of Statement No. 128 on its reported
earnings per share.

In June 1997, the Financial Accounting Standards Board issued Statement No.
131, Disclosures about Segments of an Enterprise and Related Information, which
is effective for fiscal years beginning after December 15, 1997. This statement
establishes requirements for reporting information about operating segments.
This statement may require a change in the way the Company presently reports
financial information; however, the extent of the change, if any, has not been
determined.

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BUSINESS

GENERAL

INDUSTRY OVERVIEW

The industrial services industry encompasses a broad range of manufacturing
support activities such as cleaning, maintenance, turn around services,
demolition and remediation. Farkas, Berkowitz & Company, an independent market
research firm, has performed a study for the Company that indicates that the
industrial services industry is in excess of $ billion in annual revenues, of
which more than $ billion is attributable to industrial cleaning and facility
support services of the type provided by the Company.

The industrial services market is experiencing growth as increased
competition is driving manufacturers to improve efficiency by reducing efforts
expended on non-core operating activities. To increase efficiency, many
companies are outsourcing non-core services and reducing their number of
suppliers by developing mutually beneficial partnerships. Outsourcing allows
companies to convert fixed costs to variable costs and streamline their
organizations. More specifically, companies who outsource these types of
services can reduce the number of permanent employees dedicated to non-core
activities, increase their access to new technologies, reduce capital costs by
shifting the costs of specialized equipment to their service providers and
reduce liabilities by redirecting accountability. By reducing the number of
suppliers, companies are able to lower administrative costs and supervision,
increase suppliers' accountability and reduce potential liabilities. The Company
believes that the outsourcing of such non-core functions allows manufacturers to
better focus on revenue producing activities.

The industrial cleaning and facility support segment of the industrial
services market is fragmented and is estimated to exceed firms, most of which
are small and local in scope, with a limited number of national or major
regional firms. The ability to offer customers a broad range of services at
multiple locations is becoming an important factor as more companies realize the
benefits of outsourcing. The Company believes that the industrial services
industry has begun a period of consolidation as firms combine to improve
personnel and equipment utilization, increase their market penetration, reduce
capital costs and acquire additional skills useful to the customers they serve.

STRATEGY

The Company's primary long-term objective is to be the premier provider of
technology-based industrial cleaning, facility support and related services to
industrial customers. The Company's principal competitive advantages are the
quality of the equipment that it uses, its ability to respond quickly to
customer needs and its reputation for competent and professional personnel. MPW
intends to maintain its primary focus on providing industrial cleaning and
related services while continuing to offer complementary services as a means to
expand existing relationships and attract new opportunities. The principal
elements of the Company's competitive and growth strategies are the following:

COMPETITIVE STRATEGY

Industrial Market Focus. The Company attributes its growth and
profitability, in part, to its specialization in services required by customers
in basic manufacturing and process industries. This focus enables it to develop

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customer-specific expertise, build customer relationships and provide
high-quality services. The Company's exclusive focus differentiates it from
certain of its competitors that provide services outside industrial markets.

Ongoing Customer Relationships. In fiscal 1997, 95.7% of the Company's
revenues were derived from customers for whom it performed work during the
preceding year. The Company's goal is to have its customers view MPW as an
extension of their support and maintenance departments. The Company attempts to
develop long-term relationships with its customers rather than have its services
perceived as one-time assignments. To develop these relationships, the Company
remains in communication with most customers on a daily or weekly basis.

Quality Workforce. The Company strives to provide its customers with
quality operations personnel. The Company devotes substantial resources to
safety, training and development programs, and offers benefit programs to
attract and retain personnel. The Company has a broad and proactive recruiting
program that utilizes dedicated recruitment personnel, advertising, employment
agencies, referral networks, job fairs and other initiatives to attract and
screen personnel. The Company believes that minimization of employee turnover is
one of its principal challenges and, therefore, provides economic incentives for
supervisory personnel to reduce turnover.

Technology-Based Services. Customers retain MPW to perform services
requiring technology, experience or equipment that would be difficult or costly
for customers to duplicate. Advanced equipment and skilled personnel are
essential for minimizing task completion time and facility downtime. As of June
30, 1997, the Company had gross investment of $50.9 million in property and
equipment. The Company has fabrication and design capabilities that allow it to
customize equipment to meet unique operational challenges and customer
circumstances.

Responsiveness to Customers. The ability to provide immediate response
with respect to cleaning and maintenance of equipment or facilities is a
critical component to the Company's services. The Company maintains a culture of
responsiveness to its customers by establishing facilities close to or within
its customers' locations and using a decentralized management structure. The
Company believes that this responsiveness, including its 24-hour per day
customer service centers and Company-developed software for maintenance
management, will continue to be a strong factor in the development of new
customer relationships and in expanding relationships with existing customers.

GROWTH STRATEGY

Expand Services Within Existing Customer Facilities. The Company intends
to achieve strong internal growth by continuing to focus its resources within
its existing customer facilities to capitalize on the trends toward outsourcing
and supplier reduction. The Company believes that it can become the leading
provider of industrial services within each of these existing facilities. The
Company pursues opportunities for cross-selling its services throughout its
customer base.

Leverage Existing Customer Relationships. MPW is focused on gaining access
to additional facilities owned and operated by its existing customers. When one
of MPW's customers seeks to outsource additional services within current or at
additional facilities, MPW believes its relationships result in an advantage
over competitors without a history of service to the customer. Favorable
references from satisfied personnel in one facility can be instrumental in
capturing such additional work. The Company believes that its efforts to develop
long-term partnerships with its customers will allow it to penetrate multiple
facilities of a given customer without incurring the same level of sales and
marketing costs associated with more traditional growth efforts.

Increase Concentration Within Regional Markets. The Company pursues a
strategy of disciplined expansion into markets within its principal geographic
regions that have a critical mass of industrial facilities. Consistent with this
strategy, the Company opened three new offices during fiscal 1997. Upon entering
a new geographic location, the Company uses its local presence as a selling
feature to penetrate industrial facilities in the area. The Company believes
that its geographic expansion will be predominantly in the Midwestern and
Southeastern United States in order to facilitate resource sharing and
coordination of the delivery of services.

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Grow Through Selective Acquisitions. MPW intends to pursue acquisitions
that enable it to (i) increase its market share, (ii) expand the services that
it provides to customers or (iii) expand its geographic presence. The Company
seeks acquisition candidates with strong local reputations, a stable customer
base, strong management and efficient operating equipment. The industrial
services industry is fragmented with a significant number of small regional and
local companies that offer a more limited range of services than the Company.
MPW has acquired and intends to acquire such businesses, including the recent
acquisition of Weston and the proposed acquisition of ESI, each of which
provided or will provide either a new line of services or a new market. The
Company believes it will be successful in competing for acquisitions based on
(i) the reputation of the Company, (ii) the Company's entrepreneurial operating
environment, (iii) its proactive acquisition program, and (iv) the Company's
greater visibility and resources as a public company.

SERVICES

The Company provides technology-based industrial services to over 500
customers from its 31 locations. Although industrial cleaning and facility
support services comprise the Company's primary service lines, MPW provides
other related services, such as air filtration, container cleaning and process
water purification. The ability to offer multiple industrial services is a
critical component of the Company's strategy.

The Company is focused on helping customers to maximize the performance of
their equipment through effective cleaning and to minimize equipment downtime
required to perform maintenance functions. Both factors lead to increased
efficiency and productivity in customer facilities. Several factors are critical
to the Company's ability to provide value-added services, including substantial
commitments to fleet and equipment maintenance and employee training. The
Company believes that the condition of its equipment and the knowledge and
training of its employees are critical components to each of its service
offerings.

The Company has developed PC-based software to assist in task design,
scheduling, execution and monitoring for facility support services and large and
complex projects. With this software, customers can obtain real-time progress
and cost reports on such projects.

The Company's industrial cleaning and facility support services principally
include dry vacuuming, wet vacuuming, industrial power washing, water blasting,
ultra-high pressure water blasting, cryojetic cleaning and chemical cleaning.
Additionally, MPW performs industrial air filtration, container cleaning and
process water purification. The following is a description of the Company's
primary service lines.

INDUSTRIAL CLEANING AND FACILITY SUPPORT

The cornerstone of the Company's business is its industrial cleaning and
facility maintenance services that are provided primarily at customer
facilities. These services accounted for 76% of the Company's fiscal 1997
revenues. The Company's industrial cleaning and facility support operations are
provided on both a daily recurring basis and a project-by-project basis, as well
as pursuant to longer-term arrangements. The Company uses conventional cleaning
techniques and employs a number of specialized technologies including the
following:

Dry Vacuum. The Company's dry vacuum cleaning operation removes sand,
grain, resins, coke, fly ash, powder and dozens of other materials for customers
on regular cleaning schedules, during regularly scheduled outages and in
emergency spill situations. The Company's fleet of dry vacuum vehicles has both
trucks and chassis custom-built to the Company's specifications for maximum
versatility, performance and durability. The dry vacuum vehicles operate around
the clock if required, both on dry vacuum projects and as power boosters for wet
vacuum tankers. MPW performs its dry vacuum services for customers in
environments, such as heavy industrial boilers and precipitator ductwork, and
provides site cleaning at steel mills, foundries, pulp and paper plants, mines,
grain processing plants, aluminum plants and electric generating facilities.

Wet Vacuum. The Company's wet vacuum cleaning operations provide for the
removal of liquid and semi-solid waste for customers involved in the steel,
cement, foundry, aluminum, pulp and paper, mining and grain processing
industries as well as customers involved in electric power generation. The
Company's custom fabricated vacuum tankers, with custom hydraulics and up to
6,500 gallon capacities, can handle liquids, sludges and semi-solids with
pumping capacities ranging from 1,200 cfm to 4,500 cfm. The Company's wet vacuum

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equipment includes transport tankers, vacuum tankers, straight truck turbo
vacuums and straight truck maxi vacuums.

Industrial Power Wash. The Company's customized, hot high-pressure wash
trucks, ideally suited for off-road heavy equipment cleaning, are totally
self-contained, complete with water supply and 1,500,000 btu kerosene heaters
and can deliver flow rates from 65 gpm to 180 gpm at pressures up to 3,000 psi.
Beyond truck and equipment washing, the Company's industrial power wash business
also services such diverse industrial needs as brick cleaning, building
restoration, factory floor and ceiling cleaning and mill cleaning. MPW also
performs hydrostatic pipeline testing to detect pipeline leaks through the
injection of water at a prescribed pressure. In connection with its industrial
power wash business, the Company has instituted certain environmental safeguards
ranging from the use of environmentally acceptable soaps and degreasers to
post-wash evaluation of residue.

Water Blasting. MPW began its water blasting business by cleaning kettles
and reactors in the paint and resin manufacturing industries. With custom-built
high pressure pumps capable of up to 20,000 psi, and specially designed
components for variable flow rates and coverage, the Company has the equipment
and technology necessary for a variety of water blasting projects. The Company's
water blasting projects have included such diverse services as exterior
cleaning; removal of latex, phosphates, resins, coke, fly ash, black liquor,
water scale, mastics, rust, asphalt, metal burrs, cement and other materials;
the cleaning of piping, heat exchangers and boilers; and the cutting of grooves
in cement pipes. The Company uses water blasting technology in paper mills,
chemical plants, paint plants, oil refineries, power plants and various other
industrial environments.

Ultra-High Pressure Water Blasting. The Company provides ultra-high
pressure industrial cleaning and cutting services using specially designed and
fabricated equipment. Such ultra-high pressure services, ranging from 20,000 psi
to 40,000 psi, provide several benefits over conventional water blasting
methods, including the ability to apply ultra-high pressure cleaning methods
with a very low volume of water, the minimization of surface damage or
degradation, the reduction or elimination of by-products or waste products that
may require clean-up or disposal, the elimination of certain safety hazards as a
"non-spark generating" technique, the elimination of airborne contaminants, and
reduced preparatory and clean-up times. By introducing an abrasive material into
the water stream, ultra-high pressure cleaning can also be used to cut virtually
any material without the use of heat or open flames. The Company provides its
ultra-high pressure cleaning and cutting services primarily to the automotive
and power generation industries.

Cryojetic Cleaning. The Company's cryojetic cleaning process uses dry ice
pellets to remove surface contaminants without abrasives or chemicals, making it
well suited for sensitive cleaning applications, such as removing slag, epoxies,
urethanes or oils from such surfaces as hot molds, printed circuit boards, paint
hooks, storage vessels and radioactive surfaces. MPW's cryojetic system
incorporates the principles of mass transfer, thermal shock and supersonic
velocity, and utilizes dry ice pellets to create an inert non-abrasive, non-
contaminating cleaning medium. Once the dry ice has performed its cleaning
function, it evaporates, leaving only the removed surface contaminate material
as waste. The Company's cryojetic cleaning operation serves utility, automotive,
aerospace, electronics, chemical, tire, rubber and petroleum concerns.

Chemical Cleaning. Using equipment that is specially designed and
maintained, the Company's dedicated team of chemical technicians, engineers and
service engineers provide chemical cleaning services to a variety of customers.
Applications include the cleaning of boilers, cooling systems, condensers, heat
exchangers, tanks, piping systems and evaporators. The Company's chemical
cleaning operations primarily serve customers in the chemical, power utility,
paper, petroleum and steel industries. The Company utilizes mobile laboratories
that allow an analysis of solvents to be made on-site. The customers retain and
dispose of chemicals used in the cleaning process in accordance with their own
environmental programs.

Other Specialized Services. In response to special customer and industry
requirements, the Company has developed sophisticated equipment and technologies
designed to bring higher quality, greater efficiency and safety to the cleaning
process. Examples of such specialized services include: (i) on-line boiler
de-slagging for the electric power industry using high energy, robotically
controlled machinery; (ii) closed loop continuous line

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cleaning to reduce levels of contamination for the nuclear power industry; and
(iii) combination washing and filtration processes to reduce contaminants for
the gas pipeline industry.

INDUSTRIAL AIR FILTRATION SERVICES

MPW entered the industrial air filtration services market in April 1996
through the acquisition of Weston and expects to further expand this business
through its proposed acquisition of ESI. The Company provides engineering and
consulting services through the identification of various contaminant sources
and the management of air flow. In addition, the Company installs and regularly
services filtration devices in 15 of the approximately 70 automotive paint shops
in the North American automotive market. Sophisticated air purification systems
are an integral part of quality assurance and production efficiency in
automotive production facilities.

Through the Weston acquisition, the Company is a major authorized
distributor of filters and filtration media and ancillary products used in
production automobile paint shops. The Company also manages certain other
commodity products, such as brushes, gloves, rags and equipment covers, used in
automotive paint shops. The Company markets products manufactured by over 100
different suppliers, primarily to major U.S. auto manufacturers. The Company
typically prices its filters and related products to recover the costs of
providing engineering and consulting support to customers.

INDUSTRIAL CONTAINER CLEANING

The Company's industrial container cleaning operations began in April 1993
within a single customer's facility. In 1996, the Company completed its
dedicated facility located in Chesterfield, Michigan, which is primarily
intended to serve the Mt. Clemens, Michigan facility of E.I. duPont de Nemours'
("duPont") automotive paint division. The automotive industry uses 30 to 575
gallon paint resin containers (called "totes") in the vehicle painting process.
Totes are portable stainless steel or aluminum containers that are filled with
paint resin and are refilled after use. In order to produce a high-quality paint
finish, these totes must be thoroughly cleaned between each use. The Company
utilizes a patented technology to high pressure clean totes. Effective October
1995, the Company entered into a five-year contract, with two three-year
options, with duPont. Under the terms of the contract, the Company is entitled
to a minimum of 45% of the annual tote volume of the Mt. Clemens facility.
Although the Company currently provides industrial container cleaning services
to only one customer, the Company expects to service additional customers at its
Chesterfield facility in the future.

INDUSTRIAL PROCESS WATER PURIFICATION

The Company's industrial water purification operation is based at its
14,000 square foot resin regeneration facility located in Newark, Ohio and
provides pure feed water to customers primarily in the utility, steel and
automotive industries. MPW's water purification business offers reverse osmosis
treatment, deionization technologies and water filtration through a mobile fleet
of equipment and through temporary and permanent on-site servicing. The Company
also provides its water purification services on an emergency response basis.
MPW's industrial process water purification projects are typically priced on a
per gallon basis with the exception of emergency response projects.

The Company's mobile trailers feature an independent valve structure that
allows for maximum flexibility on every site. Because each tank is individually
accessible, it is used only for one pre-designated purpose, so the possibility
of cross-contamination is eliminated. The Company's mobile water units work in
tandem with existing water purification systems or function independently at a
particular site. The Company also offers service exchange, an economical
solution for small quantity requirements. Service exchange tanks are maintained
to the same high standards as the Company's mobile operations and provide an
ideal means of attaining on-site efficiency without incurring capital investment
costs.

MARKETING

MPW markets its services principally through the efforts of 12 marketing
personnel who are in regular contact with existing and prospective customers as
well as MPW account managers. The Company believes that it attracts and retains
customers primarily because of its reputation for quality work, its ability to
respond

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effectively and efficiently to customers' needs and its broad service line.
During fiscal 1997, 95.7% of the Company's revenues were derived from customers
for which the Company performed services in the prior year. The Company engages
in cross-selling as a means to obtain incremental business from its current
customers for new services.

While the Company has long term commitments with certain customers for the
provision of services, most orders for services are received on a job-by-job
basis. In certain instances the Company maintains equipment at the locations of
customers that have issued blanket purchase orders to the Company for the
provision of services over an extended period. Such blanket orders do not
obligate the customer to purchase a specified dollar amount of services. Blanket
orders permit the Company to be contacted to perform services when needed. Such
blanket orders, in combination with the location of the Company's personnel and
equipment, allow the Company to expedite its response to a particular customer's
needs and may constitute a competitive advantage versus service providers
without on-site equipment. The Company provides its services primarily at
prescribed rates or based upon competitive bidding and in some cases through
direct negotiation with the customer. The Company generally does not have any
meaningful backlog of service orders. The Company does not consider backlog to
be an important indicator of future performance.

The Company does not typically provide a separate written guaranty or
warranty to customers for the services it provides. Due to the size and type of
customers serviced, the Company does not generally experience significant delays
or other problems in collecting its accounts receivable.

CUSTOMERS

During fiscal 1997, MPW had sales to more than 500 customers and its ten
largest customers represented 42.1% of revenues. General Motors Corporation
represented approximately 10.4% of MPW's fiscal 1997 revenues. No other customer
represented more than 6% of MPW's fiscal 1997 revenues. MPW's customers are
diversified across a broad range of industries and across several different
markets.

The Company relies heavily on repeat customers and uses both the written
and verbal referrals of its satisfied customers to help generate new customers.
Many of the Company's customers or prospective customers have a qualification
procedure for becoming an approved bidder or vendor based upon the satisfaction
of particular performance and safety standards set by the customer. Such
customers often maintain a list of vendors meeting such standards and award
contracts for individual jobs only to such suppliers. The Company strives to
maintain its status as a preferred or qualified vendor.

EMPLOYEES

As of June 30, 1997, the Company employed over 1,300 full-time employees.
Of these, approximately 100 employees were employed by Aquatech Environmental,
Inc., a subsidiary located in Michigan and a signatory to a collective
bargaining agreement with certain unions. The Company has not experienced any
work stoppages. The Company believes that its relations with employees are good.

SAFETY, TRAINING AND QUALITY ASSURANCE

Performance of the Company's services requires the use of equipment and
exposure to conditions that can be dangerous. Although the Company is committed
to a policy of operating safely and prudently, the Company has been and is
subject to claims by employees, customers and third parties for property damage
and personal injuries resulting from performance of the Company's services. To
minimize these risks, the Company has adopted broad training and educational
programs and comprehensive safety policies and regulations. In addition, the
Company's management regularly monitors compliance with regulations promulgated
by OSHA and other regulatory authorities and is responsible for directing the
Company's overall safety, training, quality assurance and environmental
compliance programs. In addition, most of the Company's service facilities have
a designated safety/training manager, who has responsibility for overseeing the
Company's safety policies and procedures at the facility.

26
<PAGE> 28

The Company performs onsite services using employees who have completed
applicable Company safety and training programs. In addition, the Company's
policies require that employees complete a minimum amount of training and
service with the Company prior to performing more sophisticated and technical
jobs.

EQUIPMENT

Much of the equipment used by the Company is readily available (e.g.,
diesel and electrical motors, vehicular chassis, etc.). The design of other
pieces, especially components assembled into the Company's water cleaning
equipment, is proprietary to the Company. Such components are fabricated in the
Company's machine shops and assembled into finished pieces of equipment at the
Company's headquarters facility in Hebron, Ohio.

The Company operates over 1,000 pieces of equipment, including 650 vehicles
and other pieces of mobile equipment, such as vacuum trucks, wash trucks,
industrial water trailers, tank trucks, pickup trucks and passenger vehicles.

PROPRIETARY TECHNOLOGY

The Company has developed proprietary technology and know-how that it uses
in connection with its provision of cleaning services to customers. Certain of
the equipment used by the Company contains components that are readily available
in the industry; however, the Company custom designs and fabricates many
components. The design of these custom components and the design of certain
equipment used in specialized operations are proprietary to the Company. The
Company owns a substantial number of vehicles and other pieces of production
equipment that have been specially made or customized for MPW. Some of the water
cleaning services provided by the Company are dependent upon the Company's
proprietary technologies and self-designed equipment, tools and accessories.
This technology is not only encompassed by the techniques used by its service
personnel in providing services, but is inherent in the design of the component
parts of the equipment used by the Company in providing those services.

Other than the licensed patented technology with respect to tote cleaning,
the Company does not operate under any licenses or franchises granted by third
parties. The Company has not granted any right to others in connection with the
use of its own technology.

FACILITIES

The Company currently services customers through its Hebron, Ohio
headquarters, 18 leased office locations and 12 offices located on customer
facilities. The 18 leased facilities range from 3,000 to 18,000 square feet in
which the Company houses equipment and maintains a small sales and
administrative staff. The 12 on-site offices are workspaces within a customer
facility that the Company either leases from, or is permitted to occupy by, the
customer. Each location is equipped to perform minor equipment maintenance. The
Company leases its principal executive offices and main fabrication, maintenance
and training facility in Hebron, Ohio, consisting of approximately 67,000 square
feet. The Company also leases its industrial water facility located in Newark,
Ohio and its industrial container cleaning facility located in Chesterfield,
Michigan. The Newark facility consists of approximately 14,000 square feet and
the Chesterfield facility consists of approximately 36,000 square feet. See
"Certain Relationships and Related Party Transactions."

Most of the Company's facilities are in sufficient proximity to another of
the Company's facilities to enable the Company to transfer equipment and
personnel between locations to respond to fluctuating service demands and to
perform larger projects. The Company believes that such location strategy
maximizes utilization of equipment and personnel. Operating and sales personnel
staff the Company's service facilities and operate under the direction of a
divisional and regional management in accordance with policies, procedures and
objectives established by the Company's management.

COMPETITION

The market for industrial services is fragmented. There are many
competitors, no one of which MPW believes holds a substantial market share. The
Company competes with a number of companies in substantially

27
<PAGE> 29

all of the regions in which it operates. Most of these competitors are local
operations with limited service offerings; however, there are a few large
national and regional competitors. In recent years there has been a greater
concentration of resources in the industrial cleaning industry. In October 1996,
ServiceMaster L.P. acquired Premier Manufacturing Support Services, Inc., one of
the leading providers of outsourcing services to the automotive industry. In
July 1997, Philip Services Corp. (formerly Philip Environmental, Inc.) acquired
Allwaste, Inc. and Serv-Tech, Inc., both competitors of the Company. Some of the
larger industrial services companies have significantly greater financial and
other resources than the Company.

The Company believes that the principal competitive factors in the
industrial services industry are experience, capability and price
competitiveness. The Company's principal competitive advantages are the quality
of the equipment that it uses, its ability to respond quickly to customer needs
and its reputation for competent and professional personnel. MPW positions
itself competitively as a value leader and not a price leader, though it remains
necessary for MPW to price its services at levels where its customers will
achieve cost savings versus performing the same services themselves.

REGULATION

The Company's operations are subject to numerous rules and regulations at
the federal, state and local levels. All of the Company's operations are subject
to regulations issued by the United States Department of Labor under the
Occupational Safety and Health Act ("OSHA"). These regulations have strict
requirements for protecting employees involved with any materials that are
classified as hazardous.

The Company's services are structured to avoid any involvement in the
disposal of hazardous wastes and the Company does not believe that its current
activities are subject to the regulations pertaining to hazardous waste
treatment, storage or disposal facilities, nor those regulations pertaining to
hazardous waste generators or transporters. Typically, all hazardous materials
handled by the Company are disposed of by the customer.

The Company believes that it has obtained the permits and licenses required
to perform its business and believes that it is in substantial compliance with
all federal, state and local laws and regulations governing its business. To
date, the Company has not been subject to any significant fines, penalties or
other liabilities under such laws and regulations. However, no assurance can be
given that future changes in such law and regulations, or interpretations
thereof, will not have an adverse impact on the Company's operations.

INSURANCE

Much of the work performed by the Company is pursuant to contracts that
require the Company to indemnify the customer for injury or damage occurring on
the work site. The terms of such indemnity agreements vary, but generally they
provide that the Company is required to indemnify the customer for losses
resulting from or incurred in connection with the actions of the Company in
providing its services whether or not the Company has been negligent. Liability
for such indemnification claims is covered primarily by the Company's insurance
policies.

Although the Company believes that its insurance coverage is consistent
with industry practice, there are exclusions from the Company's insurance
coverage for matters of environmental pollution and other types of environmental
damage claims. An uninsured or partially insured claim, if successful and of
sufficient magnitude, could have a material adverse effect on the Company or its
financial condition.

LEGAL MATTERS

Various legal actions arising in the ordinary course of business are
pending against the Company. None of the litigation pending against the Company,
individually or collectively, is expected to have a material adverse effect on
the Company.

28
<PAGE> 30

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding MPW's current
Directors, executive officers and the persons who will serve as Directors
following completion of the Offering.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------ ---- ---------------------------------------------------------------
<S> <C> <C>
Monte R. Black................ 47 Chairman of the Board of Directors and Chief Executive Officer
Ira O. Kane................... 50 President and Chief Operating Officer, Director
Daniel P. Buettin............. 44 Vice President, Chief Financial Officer and Secretary
Brad A. Martyn................ 36 Corporate Controller
Robert E. Oyster.............. 51 Director
Timothy A. Walsh.............. 36 Director
Scott N. Whitlock............. 55 Director
Gerald Nilsson-Weiskott (1)... 48 Director Nominee
</TABLE>

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

(1) The Company has reached an agreement with Dr. Nilsson-Weiskott to join the
Board of Directors upon the consummation of the Offering.

Monte R. Black founded the Company in 1972 and has served as Chief
Executive Officer and Chairman of the Board of Directors since that time.

Ira O. Kane has served as President, Chief Operating Officer and a Director
of the Company since March 1994. Prior to joining the Company, Mr. Kane served
as chairman of the board of directors and senior executive vice president of NSC
Corporation, an asbestos abatement and industrial services company, from June
1993 until February 1994. Prior to joining NSC Corporation, Mr. Kane served as a
director and an executive vice president of OHM Corporation, an environmental
services company, from January 1984 until June 1993. Prior to joining OHM
Corporation, Mr. Kane was a partner with Crabbe, Brown, Jones, Potts & Schmidt,
a law firm.

Daniel P. Buettin has served as Vice President, Chief Financial Officer and
Secretary of the Company since September 1995. Prior to joining the Company, Mr.
Buettin served in the following capacities with OHM Corporation: (i) chief
financial officer and vice president of finance from November 1994 until June
1995; (ii) vice president and general manager-midwest region from April 1992
until November 1994; and (iii) corporate controller from February 1987 until
April 1992. Before joining OHM Corporation, Mr. Buettin was employed by Arthur
Andersen & Co., a public accounting firm.

Brad A. Martyn has served as Corporate Controller of the Company since
December 1995. Prior to joining the Company, Mr. Martyn served in the following
capacities for OHM Corporation: (i) corporate director of finance from May 1995
until November 1995; (ii) controller-eastern operations from August 1994 until
May 1995; (iii) controller-southern region from February 1990 until August 1994;
and (iv) corporate tax manager from May 1987 until February 1990. Before joining
OHM Corporation, Mr. Martyn was employed by Arthur Andersen & Co.

Robert E. Oyster has served as a Director of the Company since February
1995. Mr. Oyster served in the following capacities with Sun Television and
Appliances, Inc., an electronics retailer: (i) chairman of the board of
directors and chief executive officer from June 1995 until June 1996; (ii)
president and chief operating officer from November 1989 until February 1996;
and (iii) chief financial officer and treasurer from June 1979 until June 1996.
Prior to this time, Mr. Oyster was employed by KPMG Peat Marwick, a public
accounting firm.

Timothy A. Walsh has served as a Director of the Company since September
1994. Mr. Walsh has served as executive vice president-finance and treasurer for
Farm Family Holdings, Inc., a property and casualty insurance company, since
October 1996. Prior to this time, Mr. Walsh served in the following capacities
with Farm Family Insurance Company, a subsidiary of Farm Family Holdings, Inc.:
(i) senior vice president-finance from

29
<PAGE> 31

March 1996 to November 1996; and (ii) director of corporate development from
September 1995 to March 1996. Prior to this time, Mr. Walsh served as Vice
President-Finance, Chief Financial Officer and Secretary of the Company from
April 1994 until August 1995 and as corporate controller for NSC Corporation
from June 1992 until April 1994. Before joining NSC Corporation Mr. Walsh was
employed by KPMG Peat Marwick.

Scott N. Whitlock has served as a Director of the Company since November
1995. Mr. Whitlock has been of counsel with Vorys, Sater, Seymour and Pease, a
law firm, since August 1995. Prior to this time, Mr. Whitlock served in the
following capacities with Honda of America Mfg., Inc., an automobile
manufacturer: (i) executive vice president from January 1990 to April 1995; and
(ii) senior vice president and manager of Honda's Marysville, Ohio plant from
January 1985 to January 1990. Before joining Honda of America, Mr. Whitlock was
a partner with Vorys, Sater, Seymour and Pease.

Gerald Nilsson-Weiskott has agreed to serve as a Director of the Company
commencing upon the closing of the Offering. Dr. Nilsson-Weiskott founded and
has served as senior partner of Organizational Horizons Incorporated, a
comprehensive human resource consulting firm, since 1983. Dr. Nilsson-Weiskott
also served as director of marketing and development of Healthy Lifestyle
Consultants, a behavioral health company, from 1979 until March 1997. Prior to
this time, Dr. Nilsson-Weiskott served as the director of training of The Ohio
State University Consultation and Counseling Services.

BOARD OF DIRECTORS

Each Director will hold office until the next annual meeting of
shareholders, at which time he, or his successor, will be elected by a majority
vote of the shareholders. See "Risk Factors -- Voting Control of Management."

MPW's Board of Directors intends to establish an Audit Committee and a
Compensation Committee upon completion of the Offering. The Audit Committee will
be responsible for reviewing with management the financial controls, accounting
and audit and reporting activities of the Company. The Audit Committee will
review the qualifications of the Company's independent auditors, make
recommendations to the Board of Directors regarding the selection and engagement
of independent auditors, review the scope, fees and results of any audit, review
non-audit services and related fees provided by independent auditors, and review
the Company's general policies and procedures with respect to audits, accounting
and financial controls. The Audit Committee will consist of at least three
Directors who are not employees of the Company ("Non-Employee Directors").

The Compensation Committee will be responsible for establishing
compensation policies and administering all salary, bonus and incentive
compensation plans for the Company's officers and key employees. The
Compensation Committee will also administer the Company's 1997 Stock Option Plan
and other employee benefit plans. See "Executive Compensation -- Stock Option
Plans." The Compensation Committee will consist of at least three Non-Employee
Directors.

30
<PAGE> 32

EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth certain information regarding compensation
earned by the Company's Chief Executive Officer and each of the Company's
executive officers whose salary and bonus exceeded $100,000 for services
rendered to the Company during fiscal 1997.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
----------------- ---------------------
SALARY BONUS SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS(#) (1)
- ---------------------------------------------------- ---- ------- ------- ---------------------
<S> <C> <C> <C> <C>
Monte R. Black 1997 453,131 100,000 --
Chairman of the Board and Chief Executive Officer
Ira O. Kane 1997 200,000 175,000 518,000
President and Chief Operating Officer
Daniel P. Buettin 1997 110,000 55,000 148,000
Vice President, Chief Financial Officer and
Secretary
Brad A. Martyn 1997 89,375 32,750 74,000
Corporate Controller
</TABLE>

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

(1) Pursuant to prior contractual obligations of the Company, the stock options
are effective as of periods prior to date of grant.

The Company expects that (i) the annual base salary of Messrs. Black, Kane,
Buettin and Martyn will be $450,000, $300,000, $168,000 and $120,000,
respectively, and (ii) such officers will receive bonus compensation based on
the achievement of certain performance objectives. The Company expects that such
bonus compensation will not exceed 50% of the annual base salaries of Messrs.
Black, Kane and Buettin and 35% of the annual base salary of Mr. Martyn, in each
case, subject to the approval of the Compensation Committee.

EMPLOYMENT AND SEVERANCE AGREEMENTS WITH CERTAIN EXECUTIVES

Ira O. Kane entered into an employment agreement with the Company with a
term extending through June 30, 1999. Mr. Kane's employment agreement provides
for a minimum annual base salary of $300,000 and incentive compensation. In
general, Mr. Kane's employment agreement provides that if he is terminated for
any reason other than cause, he will receive a lump sum severance payment equal
to the greater of (i) the remaining base salary that would have been distributed
to him by the Company under the remaining term of his employment agreement or
(ii) one year's base salary and the incentive compensation earned by Mr. Kane
for the most recent fiscal year. In the event that Mr. Kane is terminated
without cause following the term of his employment agreement, he will receive a
severance payment of one year's base salary and the incentive compensation
earned for the prior year. In addition, Mr. Kane's employment agreement provides
for the continuation of certain employee benefits for the longer of the
remaining term of the agreement or one year following his termination.

Mr. Kane has agreed pursuant to his employment agreement not to compete
with MPW for the longer of the term of his employment agreement or one year
following the payment of the foregoing severance benefit.

The Company has also entered into separate severance agreements (the
"Severance Agreements"), which are designed to ensure the continuity of
management in the event of a change in control, with Mr. Black, Mr. Kane, Mr.
Buettin and Mr. Martyn. The Severance Agreements provide that following a change
in control such executives will be entitled to severance compensation upon
termination of employment during the period commencing with the occurrence of
the change in control and continuing until the earliest of (i) the third

31
<PAGE> 33

anniversary of the occurrence of the change in control, (ii) death or (iii)
attainment of age 65 and the occurrence of one or more certain additional
events.

Under the Severance Agreements, severance compensation will be a lump sum
payment in an amount equal to three times the sum of (i) base pay at the highest
rate in effect for the three calendar years immediately preceding the year in
which the change in control occurs, plus (ii) incentive pay in an amount equal
to not less than the highest aggregate annual bonus, incentive or other payments
of cash compensation made or to be made in regard to services rendered in any
fiscal year during the three fiscal years immediately preceding the year in
which the change in control occurs, less the sum of (iii) any and all payments
received from the Company, a successor or their affiliates following a change in
control, plus (iv) any future payments to be made in accordance with any
employment agreements or other contracts between the Company and such other
entities. For three years following termination, the Company will arrange to
provide the executives with welfare benefits substantially similar to those they
were receiving or were entitled to receive immediately prior to the termination
date, with such three-year period qualifying as service with the Company for the
purpose of determining service credits and benefits under the Company's various
retirement benefit plans.

The Company has agreed to pay any and all legal fees incurred by these
executives in connection with the interpretation, enforcement or defense of
their rights under the Severance Agreements. The terms of the Severance
Agreements run until the later of (i) the close of business on June 30, 2002 or
(ii) the expiration of the three-year period of severance benefit coverage.
Beginning in fiscal 2003, the Severance Agreements will automatically be renewed
for successive one year terms unless the Company or the executive gives notice
of intent to terminate before such renewal.

In the event of a termination of employment following a change in control,
at the option of Mr. Kane, the terms of his employment agreement may govern such
termination in lieu of the terms of his Severance Agreement.

STOCK OPTION PLANS

1997 Stock Option Plan. The Company has adopted a 1997 Stock Option Plan
(the "1997 Plan") that will become effective upon the completion of the
Offering. Options under the 1997 Plan may be (i) options that are intended to
qualify under particular provisions of the Code; (ii) options that are not
intended to so qualify; or (iii) combinations of the foregoing. Such options may
be granted from time to time to attract and retain outstanding individuals as
directors, officers and employees of the Company, and to furnish incentives to
such persons to increase the Company's profits. The exercise price of stock
options granted will be determined by the Compensation Committee administering
the 1997 Plan and must specify an option price. These stock options will vest
over a period of time determined by the Compensation Committee and will expire
after ten years. The 1997 Plan authorizes the granting of options up to an
aggregate of 700,000 shares of Common Stock. The Compensation Committee will
administer the 1997 Plan and make the determination as to the grant of awards
thereunder.

The Board of Directors has granted under the 1997 Plan stock options to
acquire 225,000 shares of Common Stock at an exercise price equal to the initial
public offering price per share effective upon the consummation of the Offering.

Under the 1997 Plan, each director who is not an associate of the Company
or of a subsidiary will receive, on the first business day after the first
annual meeting of shareholders, a grant of a non-qualified stock option to
purchase 2,000 shares of Common Stock and, on the first business day after each
subsequent annual meeting of shareholders, a grant of a non-qualified stock
option to purchase 1,000 shares of Common Stock, in each case at an exercise
price equal to the fair market value of the Common Stock on the date of grant. A
director option will be exercisable until the earlier of (i) the tenth
anniversary of the date of grant and (ii) three months (one year in the case of
a director who becomes disabled or dies) after the date the director ceases to
be a director. The exercise price of the director options may be satisfied in
cash or, in the discretion of the Committee, by exchanging Common Stock owned by
the director, or by a combination of cash and Common Stock.

32
<PAGE> 34

Other Employee Stock Option Plans. On September 12, 1991, the Company
adopted an Employee Stock Option Plan (the "1991 Plan") that provides for the
granting of up to 200,000 stock options to key management personnel. Under the
1991 Plan, the exercise per share price is equal to approximately two times the
net book value per share of the Company as of the date of grant. Each option is
issued for a term of ten years and vests ratably over a five-year period. See
Note 11 to the Consolidated Financial Statements. Under the terms of the 1991
Plan, the Company may be obligated to repurchase Common Stock issued upon
exercise of stock options at a price equal to two times the net book value per
share of the Company as of the date of the repurchase; this obligation
terminates upon completion of the Offering. Pursuant to the 1991 Plan, options
covering 64,000 shares of Common Stock have been granted and are outstanding.
Following completion of the Offering, no additional options will be granted
under the 1991 Plan.

On April 7, 1996, the Company adopted a second Employee Stock Option Plan
(the "1994 Plan") that provides for the granting of up to 1,000,000 stock
options to executive officers and key employees of the Company. Under the 1994
Plan, the exercise price of such options is equal to the adjusted net book value
per share of the Company as of the date of grant. Each option is issued for a
term of ten years and vests over periods ranging from three to five years. See
Note 11 to the Consolidated Financial Statements. Under the terms of the 1994
Plan, the Company may be obligated to repurchase Common Stock issued upon
exercise of stock options at a price ranging from one to two times the net book
value per share of the Company as of the date of the repurchase; this obligation
terminates upon completion of the Offering. Pursuant to the 1994 Plan, options
covering 915,000 shares of Common Stock have been granted and are outstanding.
Following completion of the Offering, no additional options will be granted
under the 1994 Plan.

Stock Options Granted in Last Fiscal Year. The following table sets forth
stock options granted by the Company to the executive officers under the 1994
Plan during fiscal 1997.

OPTION GRANTS IN FISCAL 1997 (1)

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL
-------------------------------------------------------------------- RATES OF
% OF TOTAL STOCK PRICE
NUMBER OF SHARES OPTIONS APPRECIATION FOR
OF COMMON STOCK GRANTED TO EXERCISE OR OPTION TERM (4)
UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
NAME GRANTED (#) FISCAL YEAR (2) ($/SH) (3) DATE 5% ($) 10% ($)
- ------------------------------ ------------------ --------------- ----------- --------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ira O. Kane................... 518,000 64.3% 2.14 8/1/06 697,900 1,768,800
Daniel P. Buettin............. 74,000 9.2 2.62 8/1/06 122,000 309,300
Daniel P. Buettin............. 74,000 9.2 2.92 8/1/06 135,700 343,800
Brad A. Martyn................ 37,000 4.6 2.71 8/1/06 62,900 159,500
Brad A. Martyn................ 37,000 4.6 3.23 6/30/07 75,200 190,500
</TABLE>

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

(1) Options were granted under the Company's 1994 Plan during fiscal 1997 but,
as a result of prior contractual commitments of the Company, were effective
as of earlier dates.

(2) Based on an aggregate of 806,000 shares subject to options granted to
employees of MPW in fiscal 1997.

(3) The exercise price per share of the options granted was equal to the
adjusted net book value per share of the Company as of the date the option
became effective. See Note 11 to the Consolidated Financial Statements.

(4) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date, and are not intended to forecast possible future
appreciation, if any, in the price of the Common Stock. The gains shown are
net of the option exercise price, but do not include deductions for federal
or state income taxes or other expenses associated with the exercise of the
options or the sale of the underlying shares of Common Stock. The actual
gains, if any, on the stock option exercises will depend on the future
performance of the Common Stock, the option holder's continued employment
through the option period and the date on which the options are exercised.

Aggregate Stock Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values. The following table sets forth information concerning the number
of unexercised options and the fiscal 1997 year-end value of

33
<PAGE> 35

such unexercised options on an aggregated basis held by each of the executive
officers. The Company has not granted any stock appreciation rights and no
options were exercised in fiscal 1997.

AGGREGATED OPTION EXERCISES IN FISCAL 1997 AND
FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($) (1)
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ira O. Kane........................ 518,000 -- 4,070,125 --
Daniel P. Buettin.................. 18,500 129,500 136,484 933,731
Brad A. Martyn..................... 9,250 64,750 67,479 452,926
</TABLE>

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

(1) No public trading market for the Common Stock existed at the end of fiscal
1997. Accordingly, as permitted by the rules of the Securities and Exchange
Commission, these values have been calculated on the basis of the assumed
initial public offering price of $10.00 less the exercise price.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company has never had a Compensation Committee or other committee of
the Board of Directors performing similar functions. Previously, decisions
concerning compensation of executive officers of the Company were made by the
Company's Chief Executive Officer. The Board of Directors will establish a
Compensation Committee effective upon completion of the Offering. See
"Management -- Board of Directors."

DIRECTOR COMPENSATION

Directors who are employees of the Company will not receive compensation
for serving as Directors. Non-Employee Directors will be paid a quarterly fee of
$1,500 as well as additional fees of $1,000 for each meeting of the Board of
Directors or of a committee of the Board of Directors attended by such Director.
All Directors of the Company will also be reimbursed for reasonable travel
expenses to and from meetings of the Board of Directors and committees.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On August 9, 1996, MPW sold certain real estate and a commercial building
located in Chesterfield, Michigan, which currently serves as MPW's industrial
container cleaning facility, to the Black Family Limited Partnership, an Ohio
limited partnership in which Monte R. Black serves as the sole general partner,
for an aggregate consideration of $2.2 million. As part of the same transaction,
the partnership and MPW entered into a long-term lease arrangement with respect
to the facility for a term of ten years at an annual payment amount of
approximately $421,000, payable monthly. In connection with the Offering, MPW
will enter into an amended triple net lease agreement through June 30, 2004,
with options to renew for two additional five-year periods, which lease provides
for an annual rental of $288,000, payable monthly. The lease agreement provides
for an adjustment on January 1, 2001 to the annual rental based on the fair
market value of such facility. The Company believes that the terms of this lease
are no less favorable to the Company than those reasonably available from
unrelated third parties for comparable space. See "Business -- Facilities."

As part of an industrial revenue bond financing in 1986, Monte R. and Susan
K. Black constructed an approximately 67,000 square foot building in Hebron,
Ohio, which the Company leased for a ten-year term. Annual rent payments on the
building and equipment during this ten-year term were $726,000, payable monthly.
In connection with the Offering, the Company will enter into an amended triple
net lease agreement through June 30, 2004, with options to renew for two
additional five-year periods, which provides for an annual rental of $600,000,
payable monthly. The lease agreement provides for an adjustment on January 1,
2001 to the annual rental based on the fair market value of such facility. The
Company believes that the terms of this lease are no less favorable to the
Company than those reasonably available from unrelated third parties for
comparable space. See "Business -- Facilities."

34
<PAGE> 36

In 1989 the Company entered into a five-year agreement to rent certain real
estate and a commercial building located in Newark, Ohio from Monte R. and Susan
K. Black. In 1993 the Company extended the lease for an additional five-year
term. Annual lease payments were $46,920, payable monthly. Effective July 1,
1997, the Company has entered into a triple net lease agreement through June 30,
2004, with options to renew for two additional five-year periods, which provides
for an annual rental of $66,000, payable monthly. The Company believes that the
terms of this lease are no less favorable to the Company than those reasonably
available from unrelated third parties for comparable space. See
"Business -- Facilities."

The Company provides certain operational, administrative and financial
services to Pro-Kleen Industrial Services, Inc. ("Pro-Kleen"), a portable
sanitation services company wholly-owned by Monte R. Black. At June 30, 1997,
the amount due from Pro-Kleen in connection with such services was $148,000.

Prior to the Offering, the Company sold a corporate aircraft at a fair
market value of $3.6 million to Monte R. Black in exchange for forgiveness of
$3.6 million of AAA Notes. The Company expects to lease such aircraft for
business use from Mr. Black on terms no less favorable to the Company than those
reasonably available from unrelated third parties.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information, as of the date of this
Prospectus, with respect to the beneficial ownership of the Common Stock by: (i)
each person or entity known by the Company to own beneficially 5% or more of the
outstanding Common Stock; (ii) each director, director nominee and named
executive officer of the Company; and (iii) the Company's executive officers and
directors as a group. In computing the number of shares beneficially owned by a
person and the percentage ownership of that person, Common Stock subject to
options to purchase Common Stock held by that person that are currently
exercisable, or will become exercisable within 60 days after the date of this
Prospectus, are deemed outstanding. Such shares, however, are not deemed
outstanding for purposes of computing the percentage ownership of any other
person. Unless otherwise noted, each person has sole investment and voting power
with respect to the shares indicated (subject to applicable marital property
laws).

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE OFFERING OWNED AFTER OFFERING
------------------------ ------------------------
PERCENT OF PERCENT OF
NUMBER OUTSTANDING NUMBER OUTSTANDING
OF SHARES SHARES OF SHARES SHARES
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Monte R. Black (1).............................. 6,200,000 100.0% 6,200,000 62.3%
Susan K. Black.................................. 620,000 10.0% 620,000 6.2%
Monte R. Black and Susan K. Black 1994
Irrevocable Trust............................. 503,784 8.1% 503,784 5.1%
Ira O. Kane (2)................................. 518,000 7.7% 518,000 4.9%
Robert E. Oyster................................ -- -- -- --
Timothy A. Walsh................................ -- -- -- --
Scott N. Whitlock............................... -- -- -- --
Daniel P. Buettin (3)........................... 55,500 * 55,500 *
Brad A. Martyn (4).............................. 14,800 * 14,800 *
Gerald Nilsson-Weiskott......................... -- -- -- --
All directors and executive officers as a group
(7 persons) (5)............................... 6,788,300 100% 6,788,300 64.4%
</TABLE>

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

* Less than 1%.

(1) Includes (i) 620,000 shares held by Mr. Black's wife, Susan K. Black, and
(ii) an aggregate of 503,784 shares held in trust for Mr. Black's children.
Mr. Black disclaims beneficial ownership of the foregoing shares.

(2) Includes 518,000 shares subject to options to purchase Common Stock
exercisable until August 1, 2006.

(3) Includes 55,500 shares subject to options to purchase Common Stock
exercisable until August 1, 2006.

(4) Includes 14,800 shares subject to options to purchase Common Stock
exercisable until August 1, 2006.

(5) Includes 588,300 shares subject to options to purchase Common Stock
exercisable until August 1, 2006.

35
<PAGE> 37

DESCRIPTION OF CAPITAL STOCK

GENERAL

Immediately prior to the issuance of the shares offered hereby, the
authorized capital of the Company will consist of 50,000,000 shares of Common
Stock, no par value per share, and 10,000,000 shares of undesignated preferred
stock, par value $0.01 per share (the "Preferred Stock"). The following summary
description of the capital stock of the Company is qualified in its entirety by
reference to the Articles of Incorporation of the Company and Code of
Regulations of the Company, a copy of each of which is filed as an exhibit to
the Registration Statement of which this Prospectus forms a part.

COMMON STOCK

As of June 30, 1997, assuming no exercise of options, there were 6,200,000
shares of Common Stock outstanding held of record by three shareholders. There
will be 9,950,000 shares of Common Stock outstanding after giving effect to the
sale of Common Stock offered hereby and assuming no exercise of the
Underwriters' over-allotment option. In addition, there are 1,204,000 shares of
Common Stock issuable upon exercise of outstanding stock options. All
outstanding shares are, and the Common Stock offered hereby will be, duly
authorized, validly issued, fully paid and nonassessable immediately following
the closing of the Offering.

Holders of Common Stock are entitled to one vote per share on all matters
to be voted upon by the shareholders. The holders of Common Stock are not
entitled to cumulative voting rights. Holders of Common Stock are entitled to
receive dividends and other distributions when, as and if declared from time to
time by the Board of Directors out of funds legally available for such purposes
subject to any preferential rights of, and any sinking fund or redemption or
purchase rights with respect to, outstanding shares of Preferred Stock, if any.
In the event of a voluntary or involuntary liquidation, dissolution or winding
up of MPW, the holders of Common Stock would be entitled to share ratably in all
assets remaining after payment of liabilities subject to prior distribution
rights and payment of any distributions owing to holders of shares of Preferred
Stock then outstanding, if any. Holders of the Common Stock have no preemptive
or conversion rights, and the Common Stock are not subject to further calls or
assessment by the Company. There are no redemption or sinking fund provisions
applicable to the Common Stock.

PREFERRED STOCK

There are no shares of Preferred Stock outstanding. The Board of Directors
has the authority, without further action by the shareholders, to issue
Preferred Stock in one or more series and to fix the rights, designations,
preferences, privileges, qualifications, and restrictions thereof, including
dividend rights, conversion rights, terms and rights of redemption, liquidation
preferences and sinking fund terms (any or all of which may be greater than the
rights of the Common Stock). The Board of Directors also has the authority,
without further action by the shareholders and to the extent now or hereafter
permitted by law, to amend the Articles of Incorporation to fix the voting
rights of any unissued or treasury shares of any class of Preferred Stock. The
Board of Directors, without shareholder approval, can issue shares of Preferred
Stock with conversion, voting and other rights that could adversely affect the
rights of the holders of Common Stock.

OHIO LAW AND CERTAIN CHARTER PROVISIONS

Control of the Company by Monte R. Black, as well as certain statutory
provisions of Ohio law and the Company's Articles of Incorporation and Code of
Regulations, may have the effect of deterring hostile takeovers or delaying or
preventing changes in control or changes in management of the Company, including
transactions in which shareholders of the Company might otherwise receive a
premium over the then current market price for their shares. The size of the
Board of Directors is fixed by the Company's Code of Regulations at not less
than five nor more than nine directors. Each director will hold office until the
next annual meeting of shareholders, at which time his successor is elected.

The Company's Articles of Incorporation and Code of Regulations contain
various provisions that may have the effect, either alone or in combination with
each other, of making more difficult or discouraging a business

36
<PAGE> 38

combination or an attempt to obtain control of the Company that is not approved
by the Board of Directors. These provisions include the following: (i) the right
of the Board of Directors to issue unissued and unreserved Common Stock without
shareholder approval; (ii) the right of the Board of Directors to issue shares
of Preferred Stock, without shareholder approval, in one or more series and to
designate the number of shares of each such series and the relative rights and
preferences of such series, including voting rights (to the extent now or
hereafter permitted by law), terms of redemption, redemption prices and
conversion rights; (iii) a limitation on the removal of directors except upon
the vote of 80% of the outstanding shares; (iv) a limitation on the ability of
shareholders to call a special meeting except upon the consent of shareholders
representing 50% of the outstanding shares entitled to vote at such meeting; and
(vi) a limitation on the ability of shareholders to fill vacancies in the Board
of Directors except after a vote to increase the number of directors at a
meeting called for that purpose.

The Company's Code of Regulations also contains provisions requiring
advance notice to the Company of (i) nominations of candidates for election to
the Board of Directors who are not nominated by the Company, and (ii) proposals
to be brought before the Company's annual meeting of shareholders (other than
proposals made by the Company). Without compliance with these provisions, any
such nominations or shareholder proposals may not be considered by the Company.

Section 1701.831 of the OGCL (the "Control Share Acquisition Statute")
requires shareholder approval of any proposed "control share acquisition" of an
Ohio corporation. A "control share acquisition" is defined as the acquisition,
directly or indirectly, by any person (including any individual, partnership,
corporation, limited liability company, society, association or two or more
persons who have a joint or common interest) of stock of a corporation that,
when added to all other stock of the corporation that may be voted, directly or
indirectly, by the acquiring person, would entitle such person to exercise or
direct the exercise of 20% or more (but less than 33 1/3%) of the voting power
of the corporation in the election of directors or 33 1/3% or more (but less
than a majority) of such voting power or a majority or more of such voting
power. Under the Control Share Acquisition Statute, the control share
acquisition must be approved in advance by the holders of a majority of the
outstanding voting stock represented at a meeting at which a quorum is present
and by the holders of a majority of the portion of the outstanding voting stock
represented at such a meeting excluding the voting stock owned by the acquiring
shareholder and certain "interested shares," including shares owned by officers
elected or appointed by the directors of the corporation and by directors of the
corporation who are also associates of the corporation.

The Control Share Acquisition Statute applies not only to traditional
tender offers but also to open market purchases, privately negotiated
transactions and original issuances by the Company, whether friendly or
unfriendly. The procedural requirements of the Control Share Acquisition Statute
could render approval of any control share acquisition difficult in that a
majority of the voting power of the Company, excluding "interested shares," must
be represented at the meeting and must be voted in favor of the acquisition. The
Company recognizes that any corporate defense against persons seeking to acquire
control may have the effect of discouraging or preventing offers that some
shareholders might find financially attractive. On the other hand, the need on
the part of the acquiring person to convince the shareholders of the Company of
the value and validity of his offer may cause such offer to be more financially
attractive in order to gain shareholder approval.

Chapter 1704 of the OGCL (the "Merger Moratorium Statute") generally
prohibits a wide range of business combinations and other transactions
(including mergers, consolidations, asset sales, loans, disproportionate
distributions of property and disproportionate issuances or transfers of shares
or rights to acquire shares) between the Company and a person, other than Monte
R. Black, that owns, alone or with other related parties, shares representing at
least 10% of the voting power of the Company (an "Interested Shareholder") for a
period of three years after such person becomes an Interested Shareholder,
unless, prior to the date that the Interested Shareholder became such, the board
of directors approves either the transaction or the acquisition of the Common
Stock that resulted in the person becoming an Interested Shareholder. Following
the three-year moratorium period, the Company may engage in covered transactions
with an Interested Shareholder only if, among other things, (i) the transaction
receives the approval of the holders of 66 2/3% of all the voting stock and the
approval of the holders of a majority of the voting stock held by persons other
than an Interested Shareholder or (ii) the remaining shareholders receive an
amount for their shares equal to the higher of the highest amount paid in the
past by the Interested Shareholder for the Common Stock or the amount that would
be due the shareholders if the Company were to dissolve. The legislative history
of the Merger Moratorium Statute indicates that it is designed

37
<PAGE> 39

to prevent many of the self-dealing activities that often accompany
highly-leveraged acquisitions by prohibiting an Interested Shareholder from
using the Company or its assets or stock for his benefit. The Merger Moratorium
Statute will likely encourage potential tender offerors to negotiate with the
Board of Directors of the Company to ensure that the shareholders of the Company
receive fair and equitable consideration for their stock.

DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY

Under Ohio law, a director of the Company will not be found to have
violated his fiduciary duties unless there is proof by clear and convincing
evidence that the director has not acted in good faith, in a manner he
reasonably believes to be in or not opposed to the best interests of the
Company, or with the care that an ordinarily prudent person in a like position
would use under similar circumstances. In general, a director of the Company is
liable for monetary damages for any action or omission as a director only if
proven by clear and convincing evidence that such act or omission was undertaken
either with deliberate intent to cause injury to the Company or with reckless
disregard for the best interests of the Company.

Under Ohio law, the Company must indemnify its directors, as well as its
officers, employees and agents, against expenses where any such person is
successful on the merits or otherwise in defense of an action, suit or
proceeding. The Company may indemnify such persons in actions, suits and
proceedings (including derivative suits) if the individual has acted in good
faith and in a manner that he believes to be in or not opposed to the best
interests of the Company. In the case of a criminal proceeding, the individual
must also have no reasonable cause to believe that his conduct was unlawful.
Indemnification may be made only if ordered by a court or if authorized in a
specific case upon a determination that the applicable standard of conduct has
been met. Such a determination may be made by a majority of the disinterested
directors, by independent legal counsel or by the shareholders. In order to
obtain reimbursement for expenses in advance of the final disposition of any
action, the individual must provide an undertaking to repay the amount if
ultimately he is determined not to be entitled to indemnification.

In general, Ohio law requires that all expenses, including attorneys' fees,
incurred by a director in defending any action, suit or proceeding be paid by
the Company as they are incurred in advance of final disposition if the director
agrees to repay such amounts if, proven by clear and convincing evidence that
his action or omission was undertaken with deliberate intent to cause injury to
the Company or with reckless disregard for the best interests of the Company and
if the director reasonably cooperates with the Company concerning the action,
suit or proceeding.

The Company's Amended Code of Regulations provides for indemnification that
is coextensive with that permitted under Ohio law. The Company's Amended Code of
Regulations authorizes the Company to enter into indemnification agreements with
each present and future director and such officers, employees or agents as
specified in the Amended Code of Regulations. The Amended Code of Regulations
also authorizes the Company to enter into agreements to indemnify such persons
to the maximum extent permitted by applicable law. The indemnification so
granted may exceed the indemnification specifically authorized by the OGCL Each
agreement represents a contractual obligation of the Company that can not be
altered unilaterally.

TRANSFER AGENT

The transfer agent for the Common Stock will be National City Bank,
Cleveland, Ohio.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have 9,950,000 shares of
Common Stock outstanding. All of the shares offered hereby will be freely
saleable in the public market after completion of the Offering, unless acquired
by affiliates of the Company. All of the shares outstanding prior to completion
of the Offering are subject to contractual restrictions that prohibit the
shareholders from selling or otherwise disposing of shares for a period of 180
days after the date of this Prospectus without the consent of Raymond James &
Associates, Inc. After this 180-day period expires, 6,200,000 shares will be
eligible for resale in the public market under Rule 144

38
<PAGE> 40

promulgated under the Securities Act. Upon the expiration of the 180-day period,
Common Stock then held by affiliates of the Company will be subject to certain
volume and other limitations discussed below under Rule 144.

In general, under Rule 144 as amended effective April 29, 1997, a person
(or persons whose shares are aggregated), including persons who may be deemed
affiliates of the Company, who has beneficially owned his or her shares for at
least one year is entitled to sell within any three-month period that number of
shares that does not exceed the greater of 1% of the outstanding Common Stock
(99,500 shares after completion of the Offering) or the average weekly trading
volume during the four calendar weeks preceding each such sale. Sales under Rule
144 also are subject to certain manner of sale provisions, notice requirements
and the availability of current public information about the Company. Under Rule
144(k), a person (or persons whose shares are aggregated) who is not or has not
been deemed an "affiliate" of the Company for at least three months and who has
beneficially owned his or her shares for at least two years would be entitled to
sell such shares under Rule 144 without regard to the limitations discussed
above.

There has been no public market for the Common Stock prior to the Offering
and no assurance can be given that an active public market for the Common Stock
will develop or be sustained after completion of the Offering, and no prediction
can be made as to the effect, if any, that sales of stock under Rule 144 or the
availability of shares for sale will have on the market price of the Common
Stock prevailing from time to time after the Offering. Sales of substantial
amounts of the Common Stock, or the perception that such sales could occur,
could adversely affect the prevailing market price of the Common Stock and could
impair the Company's ability to raise capital or effect acquisitions through the
issuance of Common Stock.

39
<PAGE> 41

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below (the "Underwriters") have severally agreed to purchase
from the Company the following respective number of shares of Common Stock at
the initial public offering price less the underwriting discounts and
commissions set forth on the cover page of this Prospectus:

<TABLE>
<CAPTION>
UNDERWRITERS NUMBER OF SHARES
--------------------------------------------------------------------- ----------------
<S> <C>
Raymond James & Associates, Inc. ....................................
Robert W. Baird & Co. Incorporated...................................

---------
Total...................................................... 3,750,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all of the Common Stock offered hereby, if any of
such shares are purchased.

The Company has been advised by the Underwriters that the Underwriters
propose to offer the Common Stock to the public at the initial public offering
price set forth on the cover page of this Prospectus and to certain dealers at
such price less a concession not in excess of $ per share. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per share to certain other dealers. After commencement of the
initial public offering, the offering price and other selling terms may be
changed by the Underwriters.

The Company has granted the Underwriters an option, exercisable not later
than 30 days after the date of this Prospectus, to purchase up to 562,500
additional shares of Common Stock at the initial public offering price less the
underwriting discounts and commissions set forth on the cover page of this
Prospectus. To the extent that the Underwriters exercise such option, each of
the Underwriters will have a firm commitment to purchase approximately the same
percentage thereof that the number of shares of Common Stock to be purchased by
it shown in the above table bears to the total number of shares offered by the
Company hereunder, and the Company will be obligated, pursuant to the option, to
sell such shares to the Underwriters. The Underwriters may exercise such option
only to cover over-allotments made in connection with the sale of the Common
Stock offered hereby. If purchased, the Underwriters will offer such additional
shares on the same terms as those on which the 3,750,000 shares of Common Stock
are being offered.

The Underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934 (the "Exchange Act"). Over-allotment
involves syndicate sales in excess of the offering size, which creates a
syndicate short position. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a specified
maximum. Syndicate covering transactions involve purchases of the securities in
the open

40
<PAGE> 42

market after the distribution has been completed in order to cover syndicate
short positions. Penalty bids permit the Underwriters to reclaim a selling
concession from a syndicate member when the securities originally sold by such
syndicate member are purchased in a syndicate covering transaction to cover
syndicate short positions. Such stabilizing transactions, syndicate covering
transactions and penalty bids may cause the price of the securities to be higher
than it would otherwise be in the absence of such transactions.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act.

The Company has agreed not to sell, contract to sell or otherwise dispose
of any Common Stock for a period of 180 days after the date of this Prospectus,
except as consideration for business acquisitions or upon exercise of currently
outstanding stock options, without the prior written consent of Raymond James &
Associates, Inc. All shareholders, directors and officers of the Company have
agreed not to sell, contract to sell or otherwise dispose of any Common Stock
for a period of 180 days without the prior written consent of Raymond James &
Associates, Inc. See "Shares Eligible For Future Sale."

The Underwriters have advised the Company that they do not intend to
confirm sales to any account over which they exercise discretionary authority.

Prior to the Offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price for the Common Stock will
be determined by negotiations between the Company and the Underwriters. Among
the factors to be considered in such negotiations are prevailing market
conditions, the results of operations of the Company in recent periods, the
market capitalizations and stages of development of other companies which the
Company and the Underwriters believe to be comparable to the Company, estimates
of the business potential of the Company, the present state of the Company's
development and other factors deemed relevant.

LEGAL MATTERS

The validity of the issuance of the Common Stock offered hereby will be
passed upon for MPW by Jones, Day, Reavis & Pogue, Columbus, Ohio. Certain legal
matters related to the Offering will be passed upon for the Underwriters by
McDermott, Will & Emery, Chicago, Illinois.

EXPERTS

The consolidated financial statements of MPW Industrial Services Group,
Inc. as of June 30, 1996 and 1997, and for each of the three years in the period
ended June 30, 1997, included herein and in the Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon appearing elsewhere herein and in the Registration Statement, and are
included in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

SHAREHOLDER REPORTS

The Company intends to furnish its shareholders with annual reports
containing consolidated financial statements audited by its independent
auditors.

41
<PAGE> 43

MPW INDUSTRIAL SERVICES GROUP, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Report of Independent Auditors......................................................... F-2
Consolidated Balance Sheets as of June 30, 1996 and 1997............................... F-3
Consolidated Statements of Income for the Years Ended June 30, 1995, 1996 and 1997..... F-4
Consolidated Statements of Changes in Shareholders' Equity for the Years Ended June 30,
1995, 1996 and 1997.................................................................. F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 1995, 1996 and
1997................................................................................. F-6
Notes to Consolidated Financial Statements............................................. F-7
</TABLE>

F-1
<PAGE> 44

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
MPW INDUSTRIAL SERVICES GROUP, INC.

We have audited the accompanying consolidated balance sheets of MPW
Industrial Services Group, Inc. and subsidiaries as of June 30, 1996 and 1997,
and the related consolidated statements of income, changes in shareholders'
equity, and cash flows for each of the three years in the period ended June 30,
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of MPW Industrial
Services Group, Inc. and subsidiaries at June 30, 1996 and 1997, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended June 30, 1997, in conformity with generally
accepted accounting principles.

Columbus, Ohio
September 30, 1997,
except for Notes 14 and 15
as to which the date is , 1997

The foregoing report is in the form that will be signed upon the completion
of the reorganization of the Company as described in Note 14 to the financial
statements.

ERNST & YOUNG LLP

Columbus, Ohio
September 30, 1997

F-2
<PAGE> 45

MPW INDUSTRIAL SERVICES GROUP, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
JUNE 30, PRO FORMA
------------------- JUNE 30,
1996 1997 1997
------- ------- -----------
(UNAUDITED)
(NOTE 15)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................... $ 508 $ 489
Accounts receivable (net of allowances of $764 and $714
at June 30, 1996 and 1997, respectively)............. 11,517 13,560
Inventories............................................. 1,632 3,361
Prepaid expenses........................................ 532 960
Other current assets.................................... 614 596
------- -------
14,803 18,966
Property and equipment, net............................... 21,258 23,400
Noncurrent assets:
Costs in excess of net assets of acquired businesses,
net.................................................. 2,630 2,518
Other assets............................................ 777 634
------- -------
Total assets.............................................. $39,468 $45,518
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................ $ 4,077 $ 3,414
Accrued compensation and related taxes.................. 2,078 3,052
Current maturities of noncurrent liabilities............ 1,524 965
Other accrued liabilities............................... 4,603 4,466
------- -------
12,282 11,897
Noncurrent liabilities:
Long-term debt.......................................... 8,814 11,719
Capital leases.......................................... 2,133 2,048
Deferred stock option compensation...................... -- 2,764
------- -------
10,947 16,531
Commitments and contingencies............................. -- --
Minority interest......................................... 172 379
Shareholders' equity:
Preferred stock, $0.01 par value; 10,000,000 shares
authorized; no shares issued and outstanding......... -- --
Common stock, no par value; 50,000,000 shares
authorized; 6,200,000 shares issued and outstanding;
6,267,800 shares
pro forma............................................ 126 1,132 $ --
Retained earnings....................................... 15,941 15,579 981
------- ------- ----
16,067 16,711 $ 981
====
------- -------
Total liabilities and shareholders' equity................ $39,468 $45,518
======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE> 46

MPW INDUSTRIAL SERVICES GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------------------
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
Revenues.................................................... $56,305 $58,430 $72,908
Costs and expenses:
Cost of services.......................................... 37,768 37,543 48,460
Selling, general and administrative expenses.............. 10,208 11,009 13,603
Depreciation and amortization............................. 4,356 4,933 3,655
Deferred stock option compensation........................ -- -- 2,764
------- ------- -------
Total costs and expenses.................................. 52,332 53,485 68,482
------- ------- -------
Income from operations...................................... 3,973 4,945 4,426
Interest expense, net....................................... 104 541 974
Minority earnings........................................... -- 172 207
------- ------- -------
Income from continuing operations before income taxes....... 3,869 4,232 3,245
Provision for income taxes.................................. 331 360 1,085
------- ------- -------
Income from continuing operations........................... 3,538 3,872 2,160
Discontinued operations, net of income taxes................ 367 163 --
------- ------- -------
Net Income.................................................. $ 3,905 $ 4,035 $ 2,160
======= ======= =======
Unaudited pro forma information (Note 15):
Historical income from continuing operations before taxes...................... $ 3,245
Pro forma adjustments other than income taxes.................................. 3,841
------
Pro forma income before income taxes........................................... 7,086
Pro forma taxes on income...................................................... 2,834
------
Pro forma net income........................................................... $ 4,252
======
Pro forma net income per common share.......................................... $ 0.40
======
Weighted average common shares outstanding..................................... 10,747
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE> 47

MPW INDUSTRIAL SERVICES GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON RETAINED
STOCK EARNINGS
------ --------
<S> <C> <C>
Balance at July 1, 1994................................................ $ 126 $ 16,555
Net income........................................................... -- 3,905
Distributions........................................................ -- (3,953)
Deferred translation adjustment...................................... -- (28)
------ -------
Balance at June 30, 1995............................................... 126 16,479
Net income........................................................... -- 4,035
Distributions........................................................ -- (4,616)
Deferred translation adjustment...................................... -- 43
------ -------
Balance at June 30, 1996............................................... 126 15,941
Net income........................................................... -- 2,160
Distributions........................................................ -- (1,161)
Distribution of previously consolidated affiliate.................... -- (1,359)
Capital contributions................................................ 1,006 --
Deferred translation adjustment...................................... -- (2)
------ -------
Balance at June 30, 1997............................................... $1,132 $ 15,579
====== =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE> 48

MPW INDUSTRIAL SERVICES GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------------------
1995 1996 1997
------- -------- -------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income................................................. $ 3,905 $ 4,035 $ 2,160
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation.......................................... 3,865 4,421 2,953
Amortization.......................................... 491 512 702
(Gain) loss on disposals of assets.................... (80) (100) 76
Gain on disposition of discontinued operation......... -- (114) --
Minority interest..................................... 74 172 207
Effect of exchange rate changes on cash............... (28) 43 (2)
Deferred stock option compensation.................... -- -- 2,764
Changes in operating assets and liabilities:
Accounts receivable................................. (577) (796) (2,043)
Inventories......................................... 53 2 (1,729)
Prepaid expenses and other assets................... 215 (714) (267)
Accounts payable.................................... (530) 722 (663)
Other accrued liabilities........................... 2,742 (792) 837
------- -------- --------
Net cash provided by operating activities.................. 10,130 7,391 4,995
CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of property and equipment........................ (5,418) (14,269) (5,932)
Purchase of business, net of acquired cash................. -- (1,771) --
Proceeds from sale of affiliate............................ -- 500 --
Proceeds from disposal of property and equipment........... 1,046 3,020 151
------- -------- --------
Net cash used in investing activities...................... (4,372) (12,520) (5,781)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility.................... -- 15,556 32,668
Payments on revolving credit facility...................... -- (13,521) (28,883)
Proceeds from notes payable................................ -- 7,600 --
Payments on notes payable.................................. (521) (673) (880)
Payments on capital lease obligations...................... (573) (634) (644)
Proceeds from capital contributions........................ -- -- 773
Distributions to shareholders.............................. (3,953) (4,616) (2,267)
------- -------- --------
Net cash provided by (used in) financing activities........ (5,047) 3,712 767
------- -------- --------
Increase (decrease) in cash and cash equivalents........... 711 (1,417) (19)
Cash and cash equivalents at beginning of year............. 1,214 1,925 508
------- -------- --------
Cash and cash equivalents at end of year................... $ 1,925 $ 508 $ 489
======= ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements

F-6
<PAGE> 49

MPW INDUSTRIAL SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS MPW Industrial Services
Group, Inc. ("MPW" or the "Company") is an industrial services firm that
provides industrial cleaning and facility support services, industrial process
water purification, industrial air filtration services and other specialized
services. Such services are typically provided at customer facilities. MPW also
operates a process facility for industrial containers cleaning. The Company's
principal customers are large industrial facilities in the automotive, electric
power, chemical, pulp and paper, steel, transportation, aerospace and other
heavy manufacturing industries. MPW provides services primarily in the
Midwestern and Southeastern United States.

The accompanying consolidated financial statements include the accounts of
the Company including MPW Industrial Services, Inc. ("Industrial"), Weston
Engineering, Inc. ("Weston"), and Aquatech Environmental, Inc. ("Aquatech")
which is 70% owned by the Company. The minority shareholders' interests in the
equity and net income of Aquatech are presented separately in the accompanying
financial statements. All intercompany transactions and balances have been
eliminated.

REVENUES AND COST RECOGNITION The Company primarily derives its revenues
from services under time and materials, fixed price and unit price contracts.
Revenues from time and materials type contracts are recorded based on
performance and efforts expended. Contract costs include all direct labor,
material, per diem, subcontract and other direct and indirect project costs
related to contract performance. Revenues derived from non-contract activities
are recorded as services are performed or goods are sold.

During fiscal 1997, the Company had revenues from General Motors
Corporation which represented 10.4% of consolidated revenues. In prior years, no
customer represented more than 7% of consolidated revenues.

DERIVATIVE FINANCIAL INSTRUMENTS Derivative financial instruments are used
by the Company in the management of its interest rate exposure. The
differentials to be paid or received under interest rate swap agreements and any
associated costs of such agreements are recognized in income over the life of
the swap agreement as adjustments to interest expense in the accompanying
financial statements.

INVENTORIES Inventories, primarily consisting of products purchased for
resale and operating supplies, are stated at the lower of cost or market. Cost
is determined using the first-in, first-out (FIFO) method.

PROPERTY AND EQUIPMENT Property and equipment, including assets under
capital leases, are recorded at cost and include expenditures which
substantially increase the useful lives of the assets. Maintenance and repairs
that do not improve or extend the life of the respective assets are expensed as
incurred. Depreciation is provided over the estimated useful lives of the
respective assets using the straight-line method. Amortization of capital leases
is provided over the lease terms using the straight-line method.

COSTS IN EXCESS OF NET ASSETS OF ACQUIRED BUSINESSES Costs in excess of
net assets of acquired businesses ("goodwill"), resulting primarily from certain
acquisitions accounted for using the purchase method of accounting, is amortized
on a straight-line basis over periods not exceeding 25 years. Accumulated
amortization of goodwill as of June 30, 1996 and 1997 was $145,000 and $256,000,
respectively.

FINANCIAL INSTRUMENTS Financial instruments consist primarily of cash,
accounts receivable, accounts payable and long-term debt. The carrying value of
all financial instruments at June 30, 1996 and 1997 approximated their fair
value.

INCOME TAXES The shareholders of Industrial have elected under Subchapter
S of the Internal Revenue Code to include income of Industrial in their own
income for income tax purposes. The accompanying financial statements do not
include provisions for federal income taxes and certain state income taxes for
Industrial. Other members of the Company are subject to income taxes and income
tax provisions are made in the accompanying financial statements. Deferred tax
assets and liabilities are recorded based on differences between the financial
reporting and tax basis of assets and liabilities which are measured by applying
enacted tax rates for years in which such differences are expected to reverse.

F-7
<PAGE> 50

MPW INDUSTRIAL SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

STATEMENT OF CASH FLOWS The Company considers all short-term deposits and
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents. Cash paid for income taxes for fiscal 1995, 1996
and 1997 was $150,000, $224,000 and $525,000, respectively. Cash paid for
interest was $153,000, $315,000 and $1,255,000 for fiscal 1995, 1996 and 1997,
respectively. Distributions to shareholders during fiscal 1996 included a note
receivable of $250,000.

USE OF ESTIMATES The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the accompanying
financial statements. Actual results could differ from those estimates.

RECENT ACCOUNTING PRONOUNCEMENTS In February 1997, the Financial
Accounting Standards Board issued Statement No. 128, "Earnings per Share," which
is required to be adopted for financial statements issued for periods ending
after December 15, 1997. This statement establishes standards for computing and
presenting earnings per share. It requires dual presentation of basic and
diluted earnings per share on the face of the income statement and a
reconciliation between the computations. The Company has not yet determined the
impact of Statement 128 on its reported earnings per share.

In June 1997, the Financial Accounting Standards Board issued Statement No.
131, "Disclosures about Segments of an Enterprise and Related Information,"
which is effective for fiscal years beginning after December 15, 1997. This
statement establishes requirements for reporting information about operating
segments. This statement may require a change in the way the Company presently
reports financial information; however, the extent of the change, if any, has
not been determined.

NOTE 2. ACQUISITIONS

Effective April 1, 1996, the Company purchased substantially all of the
assets of Weston Engineering, a Michigan partnership, for $2,050,000 and assumed
certain liabilities. The transaction was financed through borrowings under the
Company's loan agreement. The assets and liabilities assumed were merged into a
newly created, wholly-owned subsidiary, Weston Engineering, Inc. The acquisition
has been accounted for using the purchase method of accounting and, accordingly,
the acquired assets and assumed liabilities, including goodwill, have been
recorded at their estimated fair values as of April 1, 1996. The accompanying
financial statements include the results of operations of Weston from the
effective acquisition date through June 30, 1997.

The following table sets forth the unaudited consolidated pro forma results
of operations for fiscal 1995 and 1996 giving effect to the acquisition of
Weston as if such acquisition had occurred on July 1, 1994.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------
1995 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
Revenues....................................... $64,628 $64,781
Net income..................................... 3,547 3,944
</TABLE>

NOTE 3. CHANGE IN ACCOUNTING ESTIMATE

Effective July 1, 1996, the Company changed its estimates for the useful
lives of certain property and equipment to more accurately reflect the Company's
actual history of useful lives. The Company utilized the net book value of each
of its property and equipment assets as of July 1, 1996 and applied the
remaining useful life of each asset in the calculation of depreciation from that
date forward. In fiscal 1997, the effect of applying these changes was a
reduction in depreciation expense of $1,620,000.

NOTE 4. DISCONTINUED OPERATIONS

Effective December 31, 1995, the Company disposed of its 70% interest in
B&B Underground, a general partnership, to the remaining partner for $750,000.
Under the terms of the agreement, $500,000 was received during fiscal 1996 with
the remainder to be received in five equal annual installments of $50,000 plus
interest.

F-8
<PAGE> 51

MPW INDUSTRIAL SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The transaction resulted in a gain of $114,000. The sale of the Company's
interest in B&B Underground has been accounted for as discontinued operations
and, accordingly, the accompanying consolidated statements of income have been
restated to report this business separately as discontinued operations.

The results of operations of B&B Underground are summarized as follows:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
---------------------
1995 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Revenues.......................................... $ 2,692 $ 968
Operating income.................................. 511 21
Net income........................................ 367 49
</TABLE>

NOTE 5. PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

<TABLE>
<CAPTION>
JUNE 30,
---------------------
1996 1997
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Land and buildings................................ $ 5,830 $ 2,200
Motor vehicles and transportation equipment....... 30,526 32,613
Machinery and equipment........................... 9,559 9,627
Leasehold improvements............................ 2,748 3,323
Furniture and fixtures............................ 2,051 1,610
Construction in progress.......................... 1,248 1,486
-------- -------
51,962 50,859
Less accumulated depreciation and amortization.... (30,704) (27,459)
-------- -------
$ 21,258 $ 23,400
======== =======
</TABLE>

NOTE 6. OTHER ACCRUED LIABILITIES

Other accrued liabilities are summarized as follows:

<TABLE>
<CAPTION>
JUNE 30,
---------------------
1996 1997
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Insurance retention reserves...................... $ 3,054 $ 2,722
Other............................................. 1,549 1,744
-------- -------
$ 4,603 $ 4,466
======== =======
</TABLE>

F-9
<PAGE> 52

MPW INDUSTRIAL SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7. LONG-TERM DEBT

Long-term debt is summarized as follows:

<TABLE>
<CAPTION>
JUNE 30,
---------------------
1996 1997
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Revolving credit facility......................... $ 2,744 $ 6,529
Notes payable to financial institutions........... 6,950 6,070
------ ------
9,694 12,599
Less current maturities........................... (880) (880)
------ ------
$ 8,814 $ 11,719
====== ======
</TABLE>

The Company has a loan agreement with two banks which, as amended in
September 1997, provides for a revolving credit facility and three separate
notes payable.

The revolving credit facility provides for $12,000,000 in aggregate
borrowings, is unsecured and bears interest at the prime rate less 0.50% or, at
the Company's option, the Eurodollar market rate plus 1.25%. The facility allows
for up to $3,000,000 in letters of credit and limits total cash borrowings based
on the ratio of debt to equity. The revolving credit facility expires on
December 31, 1998, at which time the principal balance outstanding may be
converted to a five-year term note, at the term note interest rate, with equal
quarterly principal payments. There were $1,302,000, and $1,062,000 of letters
of credit outstanding at June 30, 1996 and 1997, respectively. The weighted
average rate for the revolving credit facility was 7.44% at June 30, 1997.

The Company has three separate notes payable to financial institutions. The
first note, in the amount of $2,800,000, is unsecured and has principal payments
of $100,000 due quarterly through July 31, 2003. The outstanding balance at June
30, 1997 was $2,400,000. The second note, in the amount of $2,350,000, is
secured by a corporate aircraft and has principal payments of $75,000 due
quarterly through September 30, 2002 with the remaining principal due on
December 31, 2002. The outstanding balance at June 30, 1997 was $2,050,000. The
third note, in the amount of $1,800,000, is unsecured and has principal payments
of $45,000 due quarterly through July 31, 2006. The outstanding balance at June
30, 1997 was $1,620,000.

The notes bear interest at the prime rate less 0.25% or, at the Company's
option, the Eurodollar market rate plus 1.50%. The rate in effect for the notes
at June 30, 1997 was 6.94%. The Company entered into a forward interest rate
swap agreement with its principal bank which consists of an original notional
amount of $1,755,000 of floating to fixed rate interest rate swap. This
agreement contains the same terms, including principal payment provisions, as
the third bank note discussed above through October 31, 1999. This swap fixes
the effective interest rate on the third bank note at 7.50%.

The loan agreement provides for changes in the interest rate formulas based
on aggregate borrowings and financial performance as measured by interest
coverage and by the ratio of funded debt to equity. The loan agreement also
provides covenants which impose minimum levels for interest coverage and
tangible net worth and ceiling levels for funded debt to equity and
distributions to shareholders.

The aggregate maturities of long-term debt for the five years ending June
30 are: 1998, $880,000; 1999, $7,409,000; 2000, $880,000; 2001, $880,000; 2002,
$880,000; 2003 and thereafter, $1,670,000.

NOTE 8. LEASE COMMITMENTS

The Company leases certain land, buildings and equipment under
noncancelable leases with entities controlled by its principal shareholder.
These leases, which expire in 1997 and 2001, may be extended for additional
terms ranging from one to five years. Each lease has been treated as a capital
lease in the

F-10
<PAGE> 53

MPW INDUSTRIAL SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

accompanying financial statements. Property and equipment includes the following
amounts related to capital leases:

<TABLE>
<CAPTION>
JUNE 30,
-------------------
1996 1997
------- -------
(IN THOUSANDS)
<S> <C> <C>
Land and buildings.................................. $ 5,830 $ 2,200
Machinery and equipment............................. 1,000 --
------- -------
6,830 2,200
Less accumulated amortization....................... (4,244) (206)
------- -------
$ 2,586 $ 1,994
======= =======
</TABLE>

The present value of future minimum lease payments for capital leases are
recorded as liabilities in the accompanying financial statements and are
summarized, by year and in the aggregate, as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Year ending June 30:
1998...................................................... $ 421
1999...................................................... 421
2000...................................................... 421
2001...................................................... 421
2002...................................................... 485
Thereafter................................................ 2,005
--------
4,174
Less amount representing interest......................... (2,041)
--------
Present value of future minimum lease payments............ 2,133
Less current maturities................................... (85)
--------
Long-term maturities...................................... $ 2,048
========
</TABLE>

Rental expense related to all operating leases, including short-term
rentals, was approximately $753,000, $541,000 and $944,000 for fiscal 1995, 1996
and 1997, respectively.

NOTE 9. INCOME TAXES

The shareholders of Industrial have elected under Subchapter S of the
Internal Revenue Code to include the income of Industrial in their own income
for federal income tax purposes. Accordingly, the earnings of Industrial are not
subject to federal and certain state income taxes. The accompanying financial
statements do, however, include provisions for income taxes for federal, state,
provincial and local tax purposes for members of the Company which are subject
to corporate income taxes. Certain of these subsidiaries file a federal income
tax return on a separate company basis. In addition, the provision for income
taxes includes certain state tax provisions for Industrial in states that do not
recognize Industrial's S Corporation tax status. The pre-tax income or loss of
the subsidiaries that are subject to corporate income tax was approximately
$499,000, $(185,000), and $1,492,000 for fiscal 1995, 1996, and 1997,
respectively. The temporary differences between book and tax income for these
subsidiaries have been insignificant.

F-11
<PAGE> 54

MPW INDUSTRIAL SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
------------------------
1995 1996 1997
---- ---- ------
(IN THOUSANDS)
<S> <C> <C> <C>
United States:
Federal...................................... $200 $133 $ 663
State and local.............................. 103 227 317
Canada:
Federal...................................... 20 -- 80
Provincial................................... 8 -- 25
---- ---- ------
$331 $360 $1,085
==== ==== ======
</TABLE>

NOTE 10. EMPLOYEE BENEFITS

The Company sponsors a Savings Plan, which qualifies for tax-deferred
contributions under Section 401(k) of the Internal Revenue Code, (the "401(k)
Plan") that covers substantially all employees of the Company who are over 21
years of age with at least one year of continuous service. Employees covered by
collective bargaining agreements are excluded from the plan. Contributions by
eligible employees are matched at a rate of 50% of the first 6% of the
employee's earnings contributed. Additional discretionary contributions may be
made to the 401(k) Plan by the Company. Matching contributions approximated
$131,000, $142,000 and $160,000 for fiscal 1995, 1996 and 1997, respectively.

NOTE 11. STOCK OPTION PLANS

1991 STOCK OPTION PLAN The Company's 1991 Stock Option Plan (the "1991
Plan") provides for the granting of up to 200,000 stock options to key
management personnel. The exercise price of such options is equal to
approximately two times the net book value per share of the Company as of the
date of the grant. Each option is issued for a term of ten years and vests
ratably over a five year period. Under the terms of the 1991 Plan, the Company
may be obligated to repurchase common stock issued by exercise of the stock
options at a price equal to two times the net book value per share of the
Company as of the date of the repurchase.

1994 STOCK OPTION PLAN The Company's 1994 Stock Option Plan (the "1994
Plan"), provides for the granting of up to 1,000,000 stock options to officers
and key employees of the Company. The exercise price of such options is equal to
the adjusted net book value per share of the Company as of the date of the
grant. Each option is issued for a term of ten years and vests over periods
ranging from three to five years. Under the terms of the 1994 Plan, the Company
may be obligated to purchase common stock issued by exercise of the stock
options at prices ranging from one to two times the adjusted net book value per
share of the Company as of the date of each purchase, subject to certain
restrictions, including limitations on redemption during employment, terms for
settlement in the event of termination of employment and limitations imposed by
loan agreements of the Company.

F-12
<PAGE> 55

MPW INDUSTRIAL SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes stock option activity:

<TABLE>
<CAPTION>
NUMBER OF PRICE PER
SHARES SHARE
--------- -------------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
<S> <C> <C>
Outstanding at July 1, 1994 and 1995 68 $ 3.65
Granted..................................... -- --
Expired or canceled......................... (4) $ 3.65
Exercised................................... --
--- -------------
Outstanding at June 30, 1996.................. 64 $ 3.65
Granted..................................... 880 $2.14 - $3.23
Expired or canceled......................... (74) $ 2.62
Exercised................................... --
--- -------------
Outstanding at June 30, 1997.................. 870 $2.14 - $3.65
=== =============
</TABLE>

Adjusted net book value of the Company is defined in the 1994 Plan as an
amount equal to shareholders' equity as shown on the consolidated financial
statements of the Company plus distributions made to shareholders, other than
distributions made for the payment of income taxes, as a result of Subchapter S
status, of any member of the consolidated group. Other provisions provide
certain anti-dilution rights, restrict the sale or transfer of options, provide
for vesting in the event of a change in control of the Company and provide for
termination of the Company's redemption and anti-dilution obligations in the
event of a registration pursuant to the Securities Exchange Act of 1933.

The Company has recorded compensation expense to reflect the value of the
options at each date of grant and the appreciation in the options outstanding
under the stock option plans. This expense totaled $2,764,000 for fiscal 1997,
of which $1,980,000 related to prior years' service of the participants.

During 1995, the Financial Accounting Standards Board issued Statement No.
123 ("SFAS No. 123"), "Accounting for Stock-Based Compensation," effective June
1, 1996. This statement set forth standards for accounting for stock-based
compensation. The Company has elected to adopt the disclosure only provision of
SFAS No. 123 and to continue to account for stock-based compensation under the
provisions of Accounting Principles Board Opinion No. 25. However, because the
Company's stock option plans are variable plans, the pro forma information
regarding net income and earnings per share required by SFAS No. 123 would not
be materially different than reported amounts.

NOTE 12. RELATED PARTY TRANSACTIONS

On August 9, 1996, the Company sold certain land and a commercial building
to an entity controlled by its principal shareholder for $2,200,000. The
transaction resulted in no gain or loss. MPW rents certain land, buildings and
equipment, including the commercial real estate described above, from entities
controlled by its principal shareholder under long-term lease agreements. Total
payments related to these leases were $726,000, $726,000 and $991,000 for fiscal
1995, 1996 and 1997, respectively. The Company is also a guarantor of a mortgage
note issued to an entity controlled by the Company's principal shareholder on
this facility. At June 30, 1997, there was $2,017,000 outstanding on this
mortgage note.

MPW provides certain operational, administrative and financial services to
Pro-Kleen Industrial Services, Inc. ("Pro-Kleen"), a portable sanitation
services company wholly-owned by MPW's principal shareholder. At June 30, 1996
and 1997, the amount due from Pro-Kleen was $421,000 and $148,000, respectively.
These amounts have been included in other current assets in the accompanying
financial statements.

During fiscal 1997, the Company's shareholders contributed $1,006,000 of
which $773,000 was cash and $233,000 was in the form of a note receivable.

F-13
<PAGE> 56

MPW INDUSTRIAL SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13. COMMITMENTS AND CONTINGENCIES

The Company is subject to various claims and lawsuits in the ordinary
course of its business. In the opinion of management, the outcome of these
actions, which is not clearly determinable at the present time, is either
adequately covered by insurance, or will not, in the aggregate, have a material
adverse effect upon the financial position or the results of future operations
of the Company.

NOTE 14. SUBSEQUENT EVENTS (UNAUDITED)

The Company plans to file a registration statement with the Securities and
Exchange Commission for the sale of 3,750,000 shares of its authorized and
unissued common shares.

In connection with the planned public offering (the "Offering"), the
consolidated group will be restructured resulting in the creation of a new
holding company, MPW Industrial Services Group, Inc., an Ohio corporation. The
outstanding shares of the existing company will be converted into common shares
of the new company on a 4 for 1 basis. The authorized capital stock of the new
company will consist of 10,000,000 preferred shares, $0.01 par, and 50,000,000
common shares, no par value. These changes have been reflected in the
accompanying financial statements.

In connection with the reorganization, Industrial's S Corporation status
will be terminated. Prior to the termination, Industrial will make a
distribution totaling $22,400,000 of the undistributed earnings associated with
Industrial's S Corporation status. The distribution will be in the form of
promissory notes (the "AAA Notes"), of which, $3,600,000 will be redeemed in
consideration for the purchase of a corporate aircraft at its fair market value.
The Company will also enter into a lease agreement with its principal
shareholder to lease the corporate aircraft at current market rates. In
addition, the Company will recognize net deferred tax assets totaling
$3,228,000.

The Company also plans to adopt a new stock option plan (the "1997 Plan").
The purpose of the 1997 Plan is to attract and retain key personnel, including
consultants and advisors to the Company, to enhance their interest in the
Company's continued success and to allow associates an opportunity to have an
ownership in the Company through stock options, stock awards and a stock
purchase plan. The maximum number of common shares available to be issued under
the 1997 Plan will be 700,000 shares of Common Stock.

In addition, the following actions are anticipated in connection with the
Offering:

1. The net proceeds of the Offering will be used to repay the remaining
balance of the AAA Notes of $18,800,000, with approximately $13,400,000
paid upon the closing of the Offering, $1,100,000 payable on December 31,
1997 and $4,300,000 payable on April 15, 1998. After the payment of the
$13,400,000 of AAA Notes with the Offering proceeds, the Company's
principal shareholder will repay certain indebtedness for which the
Company currently has a corporate guarantee. As a result of this
repayment, the corporate guarantee will be eliminated. In addition,
approximately $12,000,000 million of the net proceeds from the Offering
will be used to repay existing debt of the Company.

2. The Company's obligation to repurchase securities issued under certain
of the Company's stock option plans terminates. As a result of this
termination, the Company will incur a nonrecurring, noncash expense of
approximately $2,525,000, net of tax. Since this expense results in a
concurrent increase in paid-in capital, it has no impact on shareholders'
equity.

3. The Company will purchase certain minority stock ownership interests
from minority shareholders. Such purchase will be made through the
issuance of 67,800 shares of Common Stock in exchange for the shares of
the minority shareholders.

4. The Company will restructure certain lease agreements with its principal
shareholder for facilities currently used by the Company.

F-14
<PAGE> 57

MPW INDUSTRIAL SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15. PRO FORMA INFORMATION (UNAUDITED)

PRO FORMA BALANCE SHEET INFORMATION

The pro forma balance sheet information as of June 30, 1997 reflects the
following transactions as if they had occurred at that date:

1. In connection with the termination of the S Corporation status:

- The distribution of undistributed earnings totaling $22,400,000.

- The recognition of net deferred tax assets of $3,228,000.

- Reclassification of remaining undistributed earnings of the S
Corporation from retained earnings to common stock.

2. The elimination of the deferred stock option compensation of
$2,764,000 related to the Company's obligation, under certain
conditions, to repurchase securities issued under certain of the
Company's stock option plans. Such repurchase obligation terminates
effective with the Offering.

3. The issuance of 67,800 shares of Common Stock in connection with the
Company's purchase of certain minority stock ownership interests
effective with the Offering.

F-15
<PAGE> 58

MPW INDUSTRIAL SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

PRO FORMA STATEMENTS OF INCOME ADJUSTMENTS

The following adjustments for fiscal 1997 have been reflected in the pro
forma statements of income information:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
1. Reduction of historical lease costs for certain facilities leased by the
Company from related parties pursuant to restructured lease agreements to
take effect in connection with the Offering. $ 252
2. Elimination of deferred stock option compensation related to the Company's
obligation, under certain conditions, to repurchase securities issued
under certain of the Company's stock option plans. Such repurchase
obligation terminates effective with the Offering. 2,764
3. Elimination of interest expense, net related to the repayment of existing
debt from the proceeds of the Offering. 618
4. Elimination of minority earnings as a result of the Company's purchase of
certain minority stock ownership interests effective with the Offering. 207
----------
Total $3,841
==========
</TABLE>

In addition to the above adjustments, the pro forma financial results also
reflect an adjustment to pro forma taxes on income based on an effective rate of
40%.

PRO FORMA NET INCOME PER SHARE

Pro forma net income per share is based on the weighted average number of
common shares outstanding during the period (using the treasury stock method),
plus the estimated number of shares required to fund the planned distribution to
shareholders, the estimated number of shares to be issued to repay existing
debt, and the shares to be issued to acquire the minority interest of a
subsidiary.

Supplemental pro forma income before taxes and net income considering the
repayment of existing debt would have been $3,863,000 and $2,318,000,
respectively, for fiscal 1997. Supplemental pro forma net income per share for
fiscal 1997 would have been $0.28, based on the weighted average number of
common shares outstanding during the period, plus the estimated number of shares
to be issued to repay existing debt.

F-16
<PAGE> 59

The inside back cover of the Prospectus will contain pictures as follows:

1. A background photograph of the sun setting against the outline of an
industrial plant.

2. Above the "MPW Industrial Services Group, Inc." logo in the bottom right
corner and on top of the background photograph is an outline of a map of
the Midwestern and Southeastern United States denoting locations of MPW
headquarters with a blue star, office locations with a green circle and
on-site locations with a red square.

3. On top of the background photograph are two pictures as follows: (i)
above the caption "CORPORATE HEADQUARTERS" is a photograph of MPW's
corporate headquarters in Hebron, Ohio; (ii) above the caption "HIGH
POWER CLEANING EQUIPMENT" is a picture of one of MPW's tractor trucks
with a 48(#) semi-trailer. Mounted on the semi-trailer is a mobile, high
volume, water blasting power unit.
<PAGE> 60

======================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER TO SELL IS NOT AUTHORIZED, OR IN WHICH THE PERSON IS NOT AUTHORIZED TO DO
SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 6
Prior S Corporation Status............ 9
Use of Proceeds....................... 9
Dividend Policy....................... 9
Capitalization........................ 10
Dilution.............................. 11
Selected Consolidated Financial
Data................................ 12
Selected Unaudited Condensed Pro Forma
Financial Data...................... 13
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 16
Business.............................. 21
Management............................ 30
Executive Compensation................ 31
Certain Relationships and Related
Party Transactions.................. 34
Principal Shareholders................ 35
Description of Capital Stock.......... 36
Shares Eligible for Future Sale....... 38
Underwriting.......................... 40
Legal Matters......................... 41
Experts............................... 41
Shareholder Reports................... 41
Index to Consolidated Financial
Statements.......................... F-1
</TABLE>

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

THROUGH AND INCLUDING , 1997, ALL DEALERS EFFECTING TRANSACTIONS
IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

======================================================
======================================================

3,750,000 SHARES

[MPW LOGO]

COMMON STOCK
------------------------

PROSPECTUS
------------------------

RAYMOND JAMES &
ASSOCIATES, INC.

ROBERT W. BAIRD & CO.
INCORPORATED
, 1997

======================================================
<PAGE> 61

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated (except for the Securities and
Exchange Commission registration fee, the National Association of Securities
Dealers, Inc. filing fee and the Nasdaq National Market listing fee) payable by
the Company in connection with the distribution of the Common Stock:

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee....................... $14,375
National Association of Securities Dealers, Inc. Filing Fee............... $ 5,244
Nasdaq National Market Listing Fee........................................
Printing and Engraving Costs..............................................
Accounting Fees and Expenses..............................................
Legal Fees and Expenses...................................................
Transfer Agent Fees.......................................................
Miscellaneous Expenses....................................................
Total........................................................... $
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Division (E) of Section 1701.13 of the Ohio General Corporation Law governs
indemnification by a corporation and provides as follows:

(E) (1) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, other than an action by
or in the right of the corporation, by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust or other enterprise, against expenses,
including attorney's fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action,
suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.

(2) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation
to procure a judgment in its favor, by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any of the following:

(a) Any claim, issue, or matter as to which such person is adjudged
to be liable for negligence or misconduct in the performance of his duty
to the corporation unless, and only to the extent that, the court of
common pleas or the court in which such action or suit was brought
determines, upon application, that, despite the adjudication of
liability, but in view of all the circumstances of the case,

II-1
<PAGE> 62

such person is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court shall deem
proper;

(b) Any action or suit in which the only liability asserted against
a director is pursuant to section 1701.95 of the Revised Code.

(3) To the extent that a director, trustee, officer, employee, member,
manager, or agent has been successful on the merits or otherwise in defense
of any action, suit, or proceeding referred to in division (E)(1) or (2) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the action, suit, or
proceeding.

(4) Any indemnification under division (E)(1) or (2) of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case, upon a determination that indemnification
of the director, trustee, officer, employee, member, manager, or agent is
proper in the circumstances because he has met the applicable standard of
conduct set forth in division (E)(1) or (2) of this section. Such
determination shall be made as follows:

(a) By a majority vote of a quorum consisting of directors of the
indemnifying corporation who were not and are not parties to or
threatened by the action, suit, or proceeding referred to in division
(E)(1) or (2) of this section;

(b) If the quorum described in division (E)(4)(a) of this section
is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel
other than an attorney, or a firm having associated with it an attorney,
who has been retained by or who has performed services for the
corporation or any person to be indemnified within the past five years;

(d) By the court of common pleas or the court in which such action,
suit, or proceeding referred to in division (E)(1) or (2) of this
section was brought.

Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under division (E)(2)
of this section, and, within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.

(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in division (E)(1) or
(2) of this section, the articles or the regulations of a corporation
state, by specific reference to this division, that the provisions of this
division do not apply to the corporation and unless the only liability
asserted against a director in an action, suit, or proceeding referred to
in division (E)(1) or (2) of this section is pursuant to section 1701.95 of
the Revised Code, expenses, including attorney's fees, incurred by a
director in defending the action, suit, or proceeding shall be paid by the
corporation as they are incurred, in advance of the final disposition of
the action, suit, or proceeding, upon receipt of an undertaking by or on
behalf of the director in which he agrees to both of the following:

(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure
to act involved an act or omission undertaken with deliberate intent to
cause injury to the corporation or undertaken with reckless disregard
for the best interests of the corporation;

(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.

(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, member, manager, or agent in defending any
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section, may be paid by the corporation as they are incurred, in
advance of the final disposition of the action, suit, or proceeding, as
authorized by the directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer, employee,
member, manager, or agent to repay such amount, if it ultimately is
determined that he is not entitled to be indemnified by the corporation.

II-2
<PAGE> 63

(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to
those seeking indemnification under the articles, the regulations, any
agreement, a vote of shareholders or disinterested directors, or otherwise,
both as to action in their official capacities and as to action in another
capacity while holding their offices or positions, and shall continue as to
a person who has ceased to be a director, trustee, officer, employee,
member, manager, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

(7) A corporation may purchase and maintain insurance or furnish
similar protection, including, but not limited to, trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under this section.
Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.

(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5), (6), and (7)
of this section. Divisions (E)(1) and (2) of this section do not create any
obligation to repay or return payments made by the corporation pursuant to
division (E)(5), (6), or (7) .

(9) As used in division (E) of this section, "corporation" includes
all constituent entities in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director,
officer, employee, trustee, member, manager, or agent of such a constituent
entity, or is or was serving at the request of such constituent entity as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust, or other
enterprise, shall stand in the same position under this section with
respect to the new or surviving corporation as he would if he had served
the new or surviving corporation in the same capacity.

Section 29 of the Company's Code of Regulations governs indemnification by
the Company and provides as follows:

29. INDEMNIFICATION. The Corporation shall indemnify, to the full
extent then permitted by law, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a member of the
Board of Directors or an officer of the Corporation, or is or was serving
at the request of the Corporation as a director, trustee, officer, employee
or agent of another corporation, partnership, limited liability company,
joint venture, trust or other enterprise. The Corporation shall pay, to the
full extent then required by law, expenses, including attorney's fees,
incurred by a member of the Board of Directors in defending any such
action, suit or proceeding as they are incurred, in advance of the final
disposition thereof, and may pay, in the same manner and to the full extent
then permitted by law, such expenses incurred by any other person. The
indemnification and payment of expenses provided hereby shall not be
exclusive of, and shall be in addition to, any other rights granted to
those seeking indemnification under any law, the Articles of Incorporation,
any agreement, vote of shareholders or disinterested members of the Board
of Directors, or otherwise, both as to action in official capacities and as
to action in another capacity while he or she is a member of the Board of
Directors or an officer of the Corporation, and shall continue as to a
person who has ceased to be a member of the Board of Directors or an
officer of the Corporation or as to a person who has served at the request
of the Corporation as a director, trustee, officer, employee or agent of
another corporation, and shall inure to the benefit of the heirs,
executors, and administrators of such persons.

Reference is also made to Section 10 of the Underwriting Agreement
contained in Exhibit 1 hereto, indemnifying directors and officers of the
Company against certain liabilities.

II-3
<PAGE> 64

In addition, the Company intends to purchase insurance coverage that will
insure directors and officers against certain liabilities that might be incurred
by them in such capacity.

The Company has also entered into indemnification and severance agreements
with certain directors and executive officers that will be effective upon
consummation of this initial public offering.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Prior to the Offering, the Company entered into a subscription agreement
with each of the shareholders of MPW Industrial Services, Inc. ("Industrial"),
Monte R. Black, Susan K. Black and the Monte R. Black and Susan K. Black 1994
Irrevocable Trust. Pursuant to this subscription agreement, Industrial's
shareholders subscribed for shares in the Company, the consideration for which
was a one to one exchange for shares in Industrial. On , the Company's
Board of Directors accepted this subscription agreement, and the shareholders
received an aggregate of share certificates reflecting their ownership
interest in the Company.

In addition, on September 29, 1997, the Company's Board of Directors
approved a stock purchase and sale agreement with the minority shareholders of
Aquatech Environmental, Inc. (the "Aquatech Agreement"). Effective upon the
consummation of the Offering, the Aquatech Agreement provides for the exchange
of 67,800 shares of the Company by the minority shareholders, the consideration
for which is all of the outstanding shares of Aquatech Environmental, Inc. held
by the minority shareholders.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

A. Exhibit Index

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------------------------------------------------------------------
<C> <S>
1 Form of Underwriting Agreement
3(a) Amended Articles of Incorporation of the Company effective October , 1997
3(b) Amended Code of Regulations of the Company effective October , 1997
4(a) Form of Stock Certificate for Common Stock of the Company
5 Opinion of Jones, Day, Reavis & Pogue
10(a) 1997 Stock Option Plan
10(b) 1994 Stock Option Plan
10(c) 1991 Stock Option Plan
10(e) Form of Employment Agreement by and between MPW Industrial Services Group, Inc.
and Ira O. Kane
10(f) Form of Severance Agreement by and between MPW Industrial Services Group, Inc. and
Executive Officers
10(g) Form of Indemnification Agreement by and between MPW Industrial Services Group,
Inc. and Directors
10(h) Form of Indemnification Agreement by and between MPW Industrial Services Group,
Inc. and persons who are a Director or an Officer
10(i) Form of Indemnification Agreement by and between MPW Industrial Services Group,
Inc. and Executive Officers
23(a) Consent of Independent Auditors*
23(b) Consent of Counsel (included in Exhibit 5 hereto)
23(c) Consent of Gerald Nilsson-Weiskott, director nominee*
24 Powers of Attorney*
27 Financial Data Schedule*
</TABLE>

- ---------------
* Filed herewith

II-4
<PAGE> 65

B. Financial Statement Schedules

<TABLE>
<CAPTION>
SCHEDULE
NUMBER DESCRIPTION
----------- ----------------------------------------------------------------------
<S> <C>
Schedule II Valuation and Qualifying Accounts
</TABLE>

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes that:

(a)(1) For the purpose of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall he deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(c) To provide to the underwriters at the closing specified in the
underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriter to permit prompt delivery to
each purchaser.

II-5
<PAGE> 66

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HEBRON, STATE OF OHIO, ON
THIS 1ST DAY OF OCTOBER 1997.

MPW INDUSTRIAL SERVICES GROUP, INC.

By: /s/ DANIEL P. BUETTIN
------------------------------------
Daniel P. Buettin
Vice President, Chief Financial
Officer and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 1, 1997.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- --------------------------------------------
<C> <S>

* Chief Executive Officer and Chairman of the
- --------------------------------------------- Board of Directors (Principal Executive
Monte R. Black Officer)

* President and Chief Operating Officer;
- --------------------------------------------- Director
Ira O. Kane

/s/ DANIEL P. BUETTIN Vice President, Chief Financial Officer and
- --------------------------------------------- Secretary (Principal Financial Officer)
Daniel P. Buettin

* Corporate Controller and Assistant Secretary
- --------------------------------------------- (Principal Accounting Officer)
Brad A. Martyn

* Director
- ---------------------------------------------
Robert E. Oyster

* Director
- ---------------------------------------------
Timothy A. Walsh

* Director
- ---------------------------------------------
Scott N. Whitlock
</TABLE>

* This Registration Statement has been signed on behalf of the above-named
directors and officers of the Company by Daniel P. Buettin, Vice President,
Chief Financial Officer and Secretary of the Company, as attorney-in-fact
pursuant to a power of attorney filed with the Securities and Exchange
Commission as Exhibit 24 to this Registration Statement.

Dated: October 1, 1997

By: /s/ DANIEL P. BUETTIN
------------------------------------
Daniel P. Buettin
Attorney-in-Fact
<PAGE> 67

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------------------------------------------------------------------
<S> <C>
1 Form of Underwriting Agreement
3(a) Amended Articles of Incorporation of the Company effective October , 1997
3(b) Code of Regulations of the Company effective October , 1997
4(a) Form of Stock Certificate for Common Stock of the Company
5 Opinion of Jones, Day, Reavis & Pogue
10(a) 1997 Stock Option Plan
10(b) 1994 Stock Option Plan
10(c) 1991 Stock Option Plan
10(d) Form of Employment Agreement by and between MPW Industrial Services Group, Inc.
and Monte R. Black
10(e) Form of Employment Agreement by and between MPW Industrial Services Group, Inc.
and Ira O. Kane
10(f) Form of Severance Agreement by and between MPW Industrial Services Group, Inc. and
Executive Officers
10(g) Form of Indemnification Agreement by and between MPW Industrial Services Group,
Inc. and Directors
10(h) Form of Indemnification Agreement by and between MPW Industrial Services Group,
Inc. and persons who are a Director or an Officer
10(i) Form of Indemnification Agreement by and between MPW Industrial Services Group,
Inc. and Executive Officers
23(a) Consent of Independent Auditors*
23(b) Consent of Counsel (included in Exhibit 5 hereto)
23(c) Consent of Gerald Nilsson-Weiskott, director nominee*
24 Powers of Attorney*
27 Financial Data Schedule*
</TABLE>

- ---------------
* Filed herewith
<PAGE> 68

SCHEDULE II

SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS

MPW INDUSTRIAL SERVICES GROUP, INC.
(IN THOUSANDS)

<TABLE>
<CAPTION>
ADDITIONS
---------------------------
BALANCE AT CHARGED TO CHARGED TO
BEGINNING OF COSTS AND OTHER BALANCE AT
DESCRIPTION PERIOD EXPENSES ACCOUNTS (1) DEDUCTIONS (2) END OF PERIOD
- ---------------------------- ------------ ---------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
Year ended June 30, 1997
Deducted from asset
accounts:
Allowance for doubtful
accounts.................. $764 $189 $ 0 $239 $ 714
---- ---- --- ---- ----
Year ended June 30, 1996
Deducted from asset
accounts:
Allowance for doubtful
accounts.................. $670 $122 $ 75 $103 $ 764
---- ---- --- ---- ----
</TABLE>

- ---------------
(1) Initial reserve for Weston.

(2) Uncollectible accounts written off and credits issued.

<PAGE> 1

EXHIBIT 23(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Experts" and
"Selected Consolidated Financial Data" and to the use of our report dated
September 30, 1997 (except for Notes 14 and 15 as to which the date is
, 1997) in the Registration Statement (Form S-1) and related
Prospectus of MPW Industrial Services Group, Inc. for the registration of
4,312,500 shares of its common stock.

Our audit also included the financial statement schedule of MPW Industrial
Services Group, Inc. listed in Item 16(b). This schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion based
on our audits. In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth
herein.

, 1997
Columbus, Ohio

The foregoing consent is in the form that will be signed upon the
completion of the reincorporation of the Company as described in Note 14 to the
financial statements.

ERNST & YOUNG LLP

Columbus, Ohio
September 30, 1997

<PAGE> 1

EXHIBIT 23(c)

CONSENT OF GERALD NILSSON-WEISKOTT

In reference to the Registration Statement on Form S-1 and the related
Prospectus of MPW Industrial Services Group, Inc. (File No. 333- ), I hereby
consent to the reference to me under the caption "MANAGEMENT -- Directors and
Executive Officers" of such Registration Statement and confirm that I have
agreed to join the Board of Directors of MPW Industrial Services Group, Inc.
upon the consummation of the offering contemplated by such Registration
Statement.

/s/ GERALD NILSSON-WEISKOTT
--------------------------------------
Gerald Nilsson-Weiskott

Columbus, Ohio
September 26, 1997

<PAGE> 1

EXHIBIT 24

DIRECTORS AND OFFICERS OF
MPW INDUSTRIAL SERVICES GROUP, INC.

REGISTRATION STATEMENT ON FORM S-1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of MPW Industrial Services Group, Inc., an Ohio corporation (the
"Company"), hereby: (1) constitutes and appoints Monte R. Black, Ira O. Kane,
Daniel P. Buettin and Brad A. Martyn, collectively and individually, as his
agent and attorney-in-fact, with full power of substitution and resubstitution,
to (a) sign and file on his behalf and in his name, place and stead in any and
all capacities (i) a Registration Statement on Form S-1 (the "Registration
Statement") with respect to the registration under the Securities Act of 1933,
as amended (the "Act"), of up to 4,500,000 shares of common stock, without par
value (the "Common Stock"), of the Company, (ii) a Registration Statement
pursuant to Rule 462(b) under the Act (the "Rule 462 Registration Statement"),
(iii) any and all amendments, including post-effective amendments, and exhibits
to the Registration Statement and Rule 462 Registration Statement and (iv) any
and all applications or other documents to be filed with the Securities and
Exchange Commission or any state securities commission or other regulatory
authority with respect to the securities covered by the Registration Statement,
and (b) do and perform any and all other acts and deeds whatsoever that may be
necessary or required in the premises; and (2) ratifies and approves any and all
actions that may be taken pursuant hereto by any of the above-named agents and
attorneys-in-fact or their substitutes.

IN WITNESS WHEREOF, the undersigned directors and officers of the Company
have hereunto set their hands as of the 1st day of October, 1997.

<TABLE>
<S> <C>
/s/ MONTE R. BLACK /s/ IRA O. KANE
- ------------------------------------------ ------------------------------------------
Monte R. Black, Chief Executive Officer Ira O. Kane, President and
and Chairman of the Board of Directors Chief Operating Officer, Director
(Principal Executive Officer)

/s/ DANIEL P. BUETTIN /s/ BRAD A. MARTYN
- ------------------------------------------ ------------------------------------------
Daniel P. Buettin, Vice President, Chief Brad A. Martyn, Corporate Controller
Financial Officer and Secretary (Principal Accounting Officer)
(Principal Financial Officer)

/s/ TIMOTHY A. WALSH /s/ SCOTT N. WHITLOCK
- ------------------------------------------ ------------------------------------------
Timothy A. Walsh, Director Scott N. Whitlock, Director

/s/ ROBERT E. OYSTER
- ------------------------------------------
Robert E. Oyster, Director
</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MPW
INDUSTRIAL SERVICES GROUP, INC. FORM S-1 FOR THE YEAR ENDED JUNE 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 489
<SECURITIES> 0
<RECEIVABLES> 14,274
<ALLOWANCES> 714
<INVENTORY> 3,361
<CURRENT-ASSETS> 18,966
<PP&E> 50,859
<DEPRECIATION> 27,459
<TOTAL-ASSETS> 45,518
<CURRENT-LIABILITIES> 11,897
<BONDS> 11,789
00
0
<COMMON> 1,132
<OTHER-SE> 15,579
<TOTAL-LIABILITY-AND-EQUITY> 45,518
<SALES> 72,908
<TOTAL-REVENUES> 72,908
<CGS> 48,460
<TOTAL-COSTS> 68,482
<OTHER-EXPENSES> 207
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 974
<INCOME-PRETAX> 3,245
<INCOME-TAX> 1,085
<INCOME-CONTINUING> 2,160
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,160
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>