================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 12, 2006 ---------- TAL INTERNATIONAL GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 333-126317 20-1796526 (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 100 MANHATTANVILLE ROAD PURCHASE, NEW YORK 10577-2135 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) TELEPHONE: (914) 251-9000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT ANY OF THE FOLLOWING PROVISIONS: [ ] WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17 CFR 230.425) [ ] SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNDER THE EXCHANGE ACT (17 CFR 240.14A-12) [ ] PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14D-2(B) UNDER THE EXCHANGE ACT (17 CFR 240.14D-2(B)) [ ] PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13E-4(C) UNDER THE EXCHANGE ACT (17 CFR 240.13E-4(C)) ================================================================================ ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (d) Effective September 12, 2006, the Board of Directors of TAL International Group, Inc. appointed Malcolm P. Baker to the Board of Directors of TAL International Group, Inc. and of each of its US subsidiaries. Malcom P. Baker was also appointed to the Audit Committee of TAL International Group, Inc. where he will replace A. Richard Caputo, Jr. who resigned from the Audit Committee effective September 12, 2006. The Board of Directors also determined that Malcolm P. Baker is an independent director under the rules of the New York Stock Exchange and the Director Independence standards adopted by TAL International Group, Inc. on October 11, 2005. Malcom P. Baker was granted 10,000 stock options on September 12, 2006. The Board of Directors approved an Indemnity Agreement with Malcolm P. Baker identical to those previously entered into with the other directors of TAL International Group, Inc. in the form of Exhibit 10.22 to TAL International Group, Inc.'s Form 10-K filed on March 20, 2006. On September 18, 2006, TAL International Group, Inc. issued a press release announcing the appointment of Malcolm P. Baker. A copy of the press release is furnished with this report as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (C) Exhibits 99.1 Press release issued by TAL International Group, Inc. dated September 18, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TAL International Group, Inc. Dated: September 18, 2006 By: /s/ Brian Sondey ------------------------------ Name: Brian Sondey Title: President and CEO INDEX TO EXHIBITS EXHIBIT DESCRIPTION ------ -------------------------------------------------------------------- 99.1 Press Release issued by TAL International Group, Inc. on September 18, 2006