13F-HR/A 1 form13fhra01874_03312004.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 13F FORM 13F COVER PAGE THIS FILING LISTS SECURITIES HOLDINGS REPORTED ON THE FORM 13F FILED ON MAY 17, 2004 PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FOR WHICH THAT REQUEST WAS DENIED ON AUGUST 5, 2004. Report for the Calendar Year or Quarter Ended: March 31, 2004 -------------- Check here if Amendment /X/; Amendment Number: 1 This Amendment (Check only one): / / is a restatement. /X/ adds new holdings entries. Institutional Investment Manager Filing this Report: Name: Steel Partners II, L.P. Address: 590 Madison Avenue, 32nd Floor New York, New York 10022 Form 13F File Number: 28-10730 The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form. Person Signing this Report on Behalf of Reporting Manager: Name: Warren G. Lichtenstein Title: Managing Member of General Partner Phone: 212-758-3232 Signature, Place, and Date of Signing: /s/ Warren G. Lichtenstein, Aspen, CO, August 12, 2004 Report Type (Check only one): /X/ 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) / / 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) / / 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).) FORM 13F SUMMARY PAGE Report Summary: Number of Other Included Managers: 1 -------------------- Form 13F Information Table Entry Total: 7 -------------------- Form 13F Information Table Value Total: $34654 -------------------- (thousands) List of Other Included Managers: Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report. No. Form 13F File Number Name 1 28-10766 Warren G. Lichtenstein FORM 13F INFORMATION TABLE

COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8 -------- -------- -------- -------- -------- -------- -------- -------- VOTING AUTHORITY ---------------- TITLE OF VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER NAME OF ISSUER CLASS CUSIP (X$1000) PRN AMT PRN CALL DISCRETION MANAGERS SOLE SHARED NONE -------------- ----- ----- -------- ------- --- ---- ---------- -------- ---- ------ ---- CALGON CARBON CORP COM 129603106 5161 670300 SH OTHER 1 0 670300 0 COINSTAR INC COM 19259P300 158 10000 SH OTHER 1 0 10000 0 IKON OFFICE SOLUTIONS INC COM 451713101 17475 1365200 SH OTHER 1 0 1365200 0 NASHUA CORP COM 631226107 2462 286947 SH OTHER 1 0 286947 0 STANDARD MTR PRODS INC COM 853666105 6366 405998 SH OTHER 1 0 405998 0 UNITED CAPITAL CORP COM 909912107 2319 106000 SH OTHER 1 0 106000 0 WHX CORP COM NEW 929248409 713 240933 SH OTHER 1 0 240933 0