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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): August 8, 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 of (Commission (IRS Employer
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))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 8, 2006, TAL International Group, Inc. issued a press release
announcing its results of operations for the quarter ended June 30, 2006. A copy
of the press release is furnished with this report as Exhibit 99.1.
The information in this Current Report on Form 8-K, including the
attached exhibit, shall not be deemed "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the liability of
that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be set forth by specific
reference in such filing.
ITEM 9.01. INFORMATION TO BE INCLUDED IN THE REPORT.
(d) Exhibits
99.1 Press release issued by TAL International Group, Inc. dated
August 8, 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: August 8, 2006 By: /s/ Chand Khan
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Name: Chand Khan
Title: Vice President and CFO
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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99.1 Press Release issued by TAL International Group, Inc. on
August 8, 2006 announcing earnings for the quarter ended
June 30, 2006 and initiation of quarterly dividend.