UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Chaparral Steel Company
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(Name of Issuer)
Shares of Common stock, par value $.01 per share
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(Title of Class of Securities)
159423102
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(CUSIP Number)
December 31, 2006
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 159423102
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1. Names of Reporting Persons
I.R.S. Identification Nos. of above Persons (entities only).
Witmer Asset Management 13-3735486
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole Voting Power
0
6. Shared Voting Power
807,392
7. Sole Dispositive Power
0
8. Shared Dispositive Power
807,392
9. Aggregate Amount Beneficially Owned by Each Reporting Person
807,392
10. Check Box if the Aggregate Amount in Row 9 Excludes
Certain Shares (See Instructions)
|_|
11. Percent of Class Represented by Amount in Row (9)
1.7%
12. Type of Reporting Person (See Instructions)
OO
CUSIP No. 159423102
---------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above Persons (entities only).
Charles H. Witmer
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole Voting Power
20,000
6. Shared Voting Power
810,392
7. Sole Dispositive Power
20,000
8. Shared Dispositive Power
810,392
9. Aggregate Amount Beneficially Owned by Each Reporting Person
830,392
10. Check Box if the Aggregate Amount in Row 9 Excludes
Certain Shares (See Instructions)
|_|
11. Percent of Class Represented by Amount in Row (9)
1.8%
12. Type of Reporting Person (See Instructions)
IN
CUSIP No. 159423102
---------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above Persons (entities only).
Meryl B. Witmer
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole Voting Power
10,000
6. Shared Voting Power
810,392
7. Sole Dispositive Power
10,000
8. Shared Dispositive Power
810,392
9. Aggregate Amount Beneficially Owned by Each Reporting Person
820,392
10. Check Box if the Aggregate Amount in Row 9 Excludes
Certain Shares (See Instructions)
|_|
11. Percent of Class Represented by Amount in Row (9)
1.8%
12. Type of Reporting Person (See Instructions)
IN
CUSIP No. 159423102
---------
Item 1.(a) Name of Issuer:
Chaparral Steel Company
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Item 1.(b) Address of Issuer's Principal Executive Offices:
300 Ward Road
Midlothian, TX 76065
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Item 2.(a) Name of Person Filing:
Witmer Asset Management
Charles H. Witmer
Meryl B. Witmer
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Item 2.(b) Address of Principal Business Office:
One Dag Hammarskjold
Plaza 885 2nd Avenue,
31st Floor
New York, New York 10017
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Item 2.(c) Citizenship:
U.S.A.
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Item 2.(d) Title of Class of Securities:
Shares of Common stock, par value $.01 per share
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Item 2.(e) CUSIP Number:
159423102
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Item 3. If this statement is filed pursuant to ss. 240.13d-1(b) or ss.
240.13d-2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Act.
(b) [_] Bank as defined in section 3(a)(6) of the Act.
(c) [_] Insurance company as defined in section 3(a)(19) of the Act.
(d) [_] Investment company registered under section 8 of the Investment
Company Act of 1940.
(e) [_] An investment adviser in accordance with ss.
240.13(d)-1(b)(1)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in accordance with ss.
240.13d-1(b)(1)(ii)(F).
(g) [_] A parent holding company or control person in accordance with ss.
240.13d-1(b)(ii)(G)
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940.
(j) [_] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount Beneficially Owned:
Witmer Asset Management 807,392 shares
Charles H. Witmer 830,392 shares
Meryl B. Witmer 820,392 shares
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(b) Percent of Class:
Witmer Asset Management 1.7%
Charles H. Witmer 1.8%
Meryl B. Witmer 1.8%
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(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
Witmer Asset Management 0 shares
Charles H. Witmer 20,000 shares
Meryl B. Witmer 10,000 shares
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(ii) shared power to vote or to direct the vote:
Witmer Asset Management 807,392 shares
Charles H. Witmer 810,392 shares
Meryl B. Witmer 810,392 shares
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(iii) sole power to dispose or to direct the disposition of.
Witmer Asset Management 0 shares
Charles H. Witmer 20,000 shares
Meryl B. Witmer 10,000 shares
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(iv) shared power to dispose or to direct the disposition of:
Witmer Asset Management 807,392 shares
Charles H. Witmer 810,392 shares
Meryl B. Witmer 810,392 shares
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: |X|
Witmer Asset Management is no longer the beneficial owner of more than
5%.
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Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
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Item 8. Identification and Classification of Member of the Group
Not Applicable
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Item 9. Notice of Dissolution of Group
Not Applicable
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Item 10. Certification
The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(c): By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
Exhibits Exhibit 1
Joint Filing Agreement dated February 14, 2007 between Witmer Asset
Management, Charles H. Witmer and Meryl B. Witmer.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 14, 2007 Witmer Asset Management
/s/ Charles H. Witmer *
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Name: Charles H. Witmer
Title: Managing Member
Dated: February 14, 2007 /s/ Charles H. Witmer *
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Charles H. Witmer
Dated: February 14, 2007 /s/ Meryl B. Witmer *
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Meryl B. Witmer
* The reporting persons hereby disclaim beneficial ownership over the shares
reported on this 13G except to the extent of their pecuniary interest therein.
Exhibit 1
Joint Filing Statement
Statement Pursuant to Rule 13d-1(k)(1)
The undersigned hereby consent and agree to file a joint statement on
Schedule 13G Amendment No. 3 under the Securities Exchange Act of 1934, as
amended, with respect to shares of common stock of Chaparral Steel Company
beneficially owned by them, together with any or all amendments thereto, when
and if appropriate. The parties hereto further consent and agree to file this
Statement Pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G,
thereby incorporating the same into such Schedule 13G.
Dated: February 14, 2007 Witmer Asset Management
/s/ Charles H. Witmer
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Name: Charles H. Witmer
Title: Managing Member
Dated: February 14, 2007 /s/ Charles H. Witmer
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Charles H. Witmer
Dated: February 14, 2007 /s/ Meryl B. Witmer
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Meryl B. Witmer
SK 00124 0001 746287