UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): APRIL 3, 2006
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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 Identification No.)
of incorporation) File Number)
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 7.01. REGULATION FD DISCLOSURE
The information in this Current Report on Form 8-K, and the Exhibit attached
hereto, shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section.
TAL Advantage I LLC, a wholly owned indirect subsidiary of TAL International
Group, Inc., issued a Preliminary Offering Memorandum on April 3, 2006 for
$680,000,000 Floating Rate Secured Notes, Series 2006-1. A copy of the
Preliminary Offering Memorandum is attached as exhibit 99.1 to this Current
Report on Form 8-K.
ITEM 8.01. OTHER EVENTS
On April 3, 2006, TAL Advantage I LLC, a wholly owned indirect subsidiary of TAL
International Group, Inc., commenced a private placement of $680,000,000
Floating Rate Secured Notes, Series 2006-1, subject to market and other
conditions.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Preliminary Offering Memorandum dated April 3, 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: April 3, 2006 By: /s/ Brian Sondey
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Name: Brian Sondey
Title: President and CEO
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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99.1 Preliminary Offering Memorandum dated April 3, 2006
