SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Synalloy Corporation --------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------- (Title of Class of Securities) 871565107 ------------------------------------------------- (CUSIP Number) *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 the disclosures provided in a prior cover page. The information required in 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. 871565107 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Markel Corporation 54-0292420 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) SEC Use Only . . . . . . . . . . . . . . . . . . . . (4) Citizenship or Place of Organization Virginia Corporation Number of Shares (5) Sole Voting Power 259,450 Beneficially Owned by Each Reporting (6) Shared Voting Power -0- Person With (7) Sole Dispositive Power 259,450 (8) Shared Dispositive Power 34,800 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 294,250 (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 Less than 5.0% (12) Type of Reporting Person (See Instructions) HC, CO CUSIP NO. 871565107 Item 1 (a). Name of Issuer: Synalloy Corporation Item 1 (b). Address of Issuer=s Principal Executive Offices: Croft Industrial Park P. O. Box 5627 Spartanburg, South Carolina 29304 Item 2 (a). Name of Person Filing: Markel Corporation Item 2 (b). Address or Principal Business Office or, if none, Residence: 4551 Cox Road Glen Allen, Virginia 23060 Item 2 (c). Citizenship: Not applicable Item 2 (d). Title of Class of Securities: Common Stock Item 2 (e). CUSIP Number: 871565107 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, Markel Corporation, is a parent holding company in accordance with Rule 13-1(b) (ii) (G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 294,250 (b) Percent of Class: Less than 5.0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 294,250 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 259,450 (iv) shared power to dispose or to direct the disposition of: 34,800 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]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A and B. Item 8. Identification and Classification of Members of the Group. Not applicable, see attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. CUSIP NO. 871565107 Item 10. Certification. By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE 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. Date: February 14, 2000 ---------------------- Signature: /s/ Alan I. Kirshner ---------------------- Title: Chairman ---------------------- CUSIP NO. 871565107 EXHIBIT A SCHEDULE 13G Pursuant to the instructions in Item 7 of Schedule 13G, Markel Gayner Asset Management Corporation, (?Markel Gayner@) 4551 Cox Road, Glen Allen, Virginia 23060, a wholly owned subsidiary of Markel Corporation and an investment adviser registered under the Investment Advisers Act of 1940, is the beneficial owner of 294,250 shares or less than 5.0% of the outstanding common stock of Synalloy Corporation (the ?Company@) as a result of acting as investment adviser to Essex Insurance Company, Markel American Insurance Company, Evanston Insurance Company (each wholly owned subsidiaries of Markel Corporation) and certain other investors. Markel Corporation, through its control of Markel Gayner, Essex Insurance Company, Markel American Insurance Company and Evanston Insurance Company, has sole power to direct the voting and disposition of shares of common stock of the Company held by those entities. Markel Corporation, through its control of Markel Gayner, has shared power to direct the disposition, but not the voting, of shares of common stock of the Company held by certain other investors advised by Markel Gayner. CUSIP NO. 871565107 EXHIBIT B RULE 13d-1(f) AGREEMENT The undersigned persons on this 14th day of February, 2000, agree and consent to the joint filing on their behalf of Schedule 13G in connection with their beneficial ownership of the common stock of Synalloy Corporation. MARKEL CORPORATION By: /s/ Alan I. Kirshner ------------------------------------- Title: Chairman ESSEX INSURANCE COMPANY By: /s/ Alan I. Kirshner ------------------------------------- Title: Chairman MARKEL AMERICAN INSURANCE COMPANY By: /s/ Alan I. Kirshner ------------------------------------- Title: Chairman EVANSTON INSURANCE COMPANY By: /s/ Anthony F. Markel ------------------------------------- Title: Chairman and Chief Executive Officer MARKEL GAYNER ASSET MANAGEMENT CORPORATION By: /s/ Thomas S. Gayner ------------------------------------- Title: President