0001104659-09-051281.txt : 20090824 0001104659-09-051281.hdr.sgml : 20090824 20090824153511 ACCESSION NUMBER: 0001104659-09-051281 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090824 DATE AS OF CHANGE: 20090824 GROUP MEMBERS: TA CHEN (B.V.I.) HOLDINGS LRD. GROUP MEMBERS: TA CHEN STAINLESS PIPE CO. LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHIEH RUNG-KUN ROBERT CENTRAL INDEX KEY: 0001470851 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 7110 RIO FLORA PLACE CITY: DOWNEY STATE: CA ZIP: 90241 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNALLOY CORP CENTRAL INDEX KEY: 0000095953 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 570426694 STATE OF INCORPORATION: DE FISCAL YEAR END: 0809 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-15999 FILM NUMBER: 091031254 BUSINESS ADDRESS: STREET 1: CROFT INDUSTRIAL PARK STREET 2: P O BOX 5627 CITY: SPARTANBURG STATE: SC ZIP: 29304 BUSINESS PHONE: 864-585-3605 MAIL ADDRESS: STREET 1: P O BOX 5627 CITY: SPARTANBURG STATE: SC ZIP: 29304 FORMER COMPANY: FORMER CONFORMED NAME: BLACKMAN UHLER INDUSTRIES INC DATE OF NAME CHANGE: 19710510 SC 13D 1 a09-23850_1sc13d.htm SC 13D

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D
	(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240-d-2(a)

SYNALLOY CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $1.00 PER SHARE

(Title of Class of Securities)

0008715651

(CUSIP Number)

Rung-Kun Robert Shieh

7110 Rio Flora Place, Downey, California 90241

copies to:

Glenn Kurosaki, Esq.

Kurosaki & Parker, PC

445 South Figueroa Street, Suite 2900

Los Angeles. California 90071

213 532-8838

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 13, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* 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. 0008715651

	1.	Names of Reporting Persons TA CHEN (B.V.I.) HOLDINGS LTD.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization BRITISH VIRGIN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 445,993

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 445,993

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 445,993

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 07.11%

	14.	Type of Reporting Person CO

CUSIP No. 0008715651

	1.	Names of Reporting Persons TA CHEN STAINLESS PIPE CO. LTD.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization TAIWAN, R.O.C.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 445,993 (1)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 445,993 (1)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 445,993

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 07.11%

	14.	Type of Reporting Person CO

(1) Represents 445,993 shares held by Ta Chen (B.V.I.) Holdings LTD., a British Virgin Islands company, which is beneficially owned and controlled by Ta Chen Stainless Pipe Co. Ltd., its sole shareholder. Ta Chen Stainless Pipe Co. Ltd. and Mr. Shieh expressly disclaim beneficial ownership of these shares.

CUSIP No. 0008715651

	1.	Names of Reporting Persons MR. RUNG-KUN ROBERT SHIEH

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 445,993(1)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 445,993(1)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 445,993

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 07.11%

	14.	Type of Reporting Person IN

CUSIP No. 0008715651

Item 1.	Security and Issuer.
The class of equity securities to which this statement (the “Statement”) relates is the common stock, par value $1.00 per share (the “Common Stock”) of Synalloy Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices is located at 2155 West Croft Circle, Spartanburg, South Carolina.

Item 2.	Identity and Background.
(a) The persons filing this Statement are Mr. Rung-Kun Robert Shieh, a natural person, Ta Chen Stainless Pipe Co. Ltd, a Taiwan R.O.C. corporation (“Stainless”) and Ta Chen (B.V.I.) Holdings LTD., a British Virgin Island limited company (“TCBVIH”) (Stainless, TCBVIH and Mr. Shieh, collectively, the “Reporting Persons”). (b) The address of Mr. Shieh is 7110 Rio Flora Place, Downey, California 90241. Stainless’principal office and phone number is No. 125, Sintian 2nd St., Rende Township, Tainan County 717, Taiwan, R.O.C. (886-6-2701756). The agent for TCBVIH is PortcullisTrustnet (BVI) Limited, Portcullis Trustnet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands. (c) Mr. Shieh is the director of TCBVIH and Chairman, President and General Manager of Stainless. TCBVIH is in the business of investing in the shares of other companies and does some stainless steel related trading. Stainless engages in the design, manufacture, and sale of various stainless steel products primarily in Taiwan. TCBVIH is owned and controlled by Stainless. Stainless’ securities are traded on the Taiwan Stock Exchange. Mr. Shieh is the beneficial owner of approximately 24% of the outstanding securities of Stainless. (d)-(e) During the last five years, none of the Reporting Persons has been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Shieh is a citizen of the United States.

Item 3.	Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 445,993 shares purchased by TCBVIH was $3,820,784.36, including brokerage commissions. The shares were purchased with the borrowed funds from a line of credit with a term of June 2008 to July 2012.

Item 4.	Purpose of Transaction.
The Reporting Persons acquired the Issuer’s Common Stock pursuant to the transactions described in Item 3 above. Except as set forth in this Statement, the Reporting Persons have made no proposals, and entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.

Item 5.	Interest in Securities of the Issuer.
(a) As of the date of this filing TCBVIH is the beneficial owner of 445,993 shares of the Issuer’s Common Stock. Such shares represent 07.11% of the Issuer’s Common Stock (based on 6,266,576 shares of Common Stock outstanding as of July 31, 2009, as reported in the Issuer’s quarterly report on Form 10-Q filed on July 31, 2009). (b) Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, Stainless and Mr. Shieh may be deemed to have shared voting control and investment discretion over securities owned by TCBVIH. (c) Other than the transactions described Item 3 above, the Reporting Persons have not been involved in any transactions involving the securities of the Issuer in the last 60 days. (d) No other persons are known that have the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, such securities. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as otherwise indicated above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or between any Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.	Material to be Filed as Exhibits.
Exhibit 1:	Joint Filing Agreement.

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: August 24, 2009

	TA CHEN (B.V.I.) HOLDINGS LTD.


	By:	/s/ RUNG-KUN ROBERT SHIEH
		Rung-Kun Robert Shieh
		Director


	TA CHEN STAINLESS PIPE CO. LTD.


	By:	/s/ RUNG-KUN ROBERT SHIEH
		Rung-Kun Robert Shieh


		/s/ RUNG-KUN ROBERT SHIEH
		Rung-Kun Robert Shieh

EX-1 2 a09-23850_1ex1.htm EX-1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Synalloy Corporation, and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him, her, or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he, she, or it knows or has reason to believe that such information is inaccurate.

Dated: August 24, 2009

	TA CHEN (B.V.I.) HOLDINGS LTD.


	By:	/s/ RUNG-KUN ROBERT SHIEH
		Rung-Kun Robert Shieh
		Director


	TA CHEN STAINLESS PIPE CO. LTD.


	By:	/s/ RUNG-KUN ROBERT SHIEH
		Rung-Kun Robert Shieh


		/s/ RUNG-KUN ROBERT SHIEH
		Rung-Kun Robert Shieh