Item 5.02
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):  December 6, 2013
 
TAL INTERNATIONAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
Delaware
 
333-126317
 
20-1796526
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer 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:
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    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 December 6, 2013, A. Richard Caputo, Jr. resigned from the Board of Directors of TAL International Group, Inc. and of each of its US subsidiaries. Mr. Caputo is a Partner and Managing Principal of The Jordan Company, and has served as a director of TAL International Group, Inc. since November 2004 when funds affiliated with the Jordan Company acquired ownership of TAL International Group, Inc. His resignation follows the sale earlier this year by funds affiliated with the Jordan Company of their remaining ownership interest in TAL International Group, Inc.





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: December 6, 2013
By:
/s/ Brian M. Sondey
 
 
Name: 
Brian M. Sondey
 
 
Title:
Chairman, President and Chief Executive Officer