-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TxkbaXktwN9omTr3XcyH96Bv7gKKwgYkEcKYXCHeCIspwTrirh5ws4B5AYq29q8S NK8eJNYpMqFU3R1K09WdTg== 0000950123-10-012447.txt : 20100212 0000950123-10-012447.hdr.sgml : 20100212 20100212172946 ACCESSION NUMBER: 0000950123-10-012447 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 GROUP MEMBERS: NORTH RUN ADVISORS, LLC GROUP MEMBERS: NORTH RUN GP, LP GROUP MEMBERS: THOMAS B. ELLIS GROUP MEMBERS: TODD B. HAMMER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAL International Group, Inc. CENTRAL INDEX KEY: 0001331745 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 201796526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81074 FILM NUMBER: 10601294 BUSINESS ADDRESS: STREET 1: 100 MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-251-9000 MAIL ADDRESS: STREET 1: 100 MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH RUN CAPITAL, L P CENTRAL INDEX KEY: 0001212897 IRS NUMBER: 364504416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173106130 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: NORTH RUN CAPITAL L P DATE OF NAME CHANGE: 20030106 SC 13G/A 1 d71038bsc13gza.htm SC 13G/A sc13gza

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 2

TAL International Group, Inc.
(Name of Issuer)
Shares of Common Stock, par value $0.001 per share
(Title of Class of Securities)
874083108
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

 
 


 

                     
CUSIP No.
 
874083108 
13G/A

 

           
1   NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

North Run Capital, LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,093,200**
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    1,093,200**
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,093,200**
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  3.56%**
     
12   TYPE OF REPORTING PERSON*
   
  PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.

2


 

                     
CUSIP No.
 
874083108 
13 G/A

 

           
1   NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

North Run GP, LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,093,200**
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    1,093,200**
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,093,200**
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  3.56%**
     
12   TYPE OF REPORTING PERSON*
   
  PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.

3


 

                     
CUSIP No.
 
874083108 
13G/A

 

           
1   NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

North Run Advisors, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,093,200**
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    1,093,200**
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,093,200**
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  3.56%**
     
12   TYPE OF REPORTING PERSON*
   
  OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.

4


 

                     
CUSIP No.
 
874083108 
13G/A

 

           
1   NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Todd B. Hammer
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,093,200**
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    1,093,200**
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,093,200**
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  3.56%**
     
12   TYPE OF REPORTING PERSON*
   
  IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.

5


 

                     
CUSIP No.
 
874083108 
13G/A

 

           
1   NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Thomas B. Ellis
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,093,200**
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    1,093,200**
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,093,200**
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  3.56%**
     
12   TYPE OF REPORTING PERSON*
   
  IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.

6


 

SCHEDULE 13G/A
     This Amendment No. 2 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of North Run Advisors, LLC, a Delaware limited liability company (“North Run”), North Run GP, LP, a Delaware limited partnership (the “GP”), North Run Capital, LP, a Delaware limited partnership (the “Investment Manager”), Todd B. Hammer and Thomas B. Ellis (collectively, the “Reporting Persons”). Todd B. Hammer and Thomas B. Ellis are the principals and sole members of North Run. North Run is the general partner for both the GP and the Investment Manager. The GP is the general partner of North Run Capital Partners, LP, a Delaware limited partnership (the “Fund”), North Run Qualified Partners, LP, a Delaware limited partnership (the “QP Fund”), and North Run Master Fund, LP, a Cayman Island exempted limited partnership (the “Master Fund”). The Fund, the QP Fund and North Run Offshore Partners, Ltd., a Cayman Island exempted company (the “Offshore Fund”), are also general partners of the Master Fund. This Schedule 13G relates to shares of common stock of TAL International Group, Inc., a Delaware corporation (the “Issuer”) held by the Master Fund.
Item 4   Ownership.
  (a)   North Run, the GP, the Investment Manager, Todd B. Hammer, and Thomas B. Ellis may be deemed the beneficial owners of 1,093,200 shares of Common Stock.
 
  (b)   North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 3.56% of the outstanding shares of Common Stock. This percentage was determined by dividing 1,093,200 by 30,686,685, which is the number of shares of Common Stock outstanding as of October 30, 2009, according to the Issuer’s Form 10-Q filed on November 6, 2009 with the Securities Exchange Commission.
 
  (c)   North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis have the shared power to vote and dispose of the 1,093,200 shares of Common Stock beneficially owned.
Item 5   Ownership of Five Percent or Less of a Class.
      If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following þ.
Item 10   Certification.
      By signing below each Reporting Person certifies that, to the best of such Reporting Person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits  Exhibit 24-1

7


 

      Power of Attorney of Thomas B. Ellis, dated December 11, 2009.
 
      Exhibit 24-2
 
      Power of Attorney of Todd B. Hammer, dated December 11, 2009.
 
      Exhibit 99-1
 
      Joint Filing Agreement, dated February 12, 2010, between North Run, GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis.

8


 

SIGNATURE
     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.
     Date: February 12, 2010
         
  NORTH RUN CAPITAL, LP
 
 
  By:   North Run Advisors, LLC
its general partner  
 
     
  By:   *    
    Name:   Thomas B. Ellis   
    Title:   Member   
 
  and  
 
  By:   *    
    Name:   Todd B. Hammer   
    Title:   Member   
 
  NORTH RUN GP, LP
 
 
  By:   North Run Advisors, LLC
its general partner  
 
       
       
  By:   *    
    Name:   Thomas B. Ellis   
    Title:   Member    
 
  and  
 
  By:   *    
    Name:   Todd B. Hammer   
    Title:   Member   

9


 

         
         
  NORTH RUN ADVISORS, LLC
 
 
  By:   *    
    Name:   Thomas B. Ellis   
    Title:   Member  
 
  and  
 
     
  By:   *  
    Name:   Todd B. Hammer   
    Title:   Member   
 
 
  *    
  Thomas B. Ellis   
       
 
   *    
  Todd B. Hammer   
       
 
     
  *By   /s/ Sarah L. Filion    
    Sarah L. Filion, Attorney-in-Fact   
    Pursuant to Powers of Attorney filed as
exhibits hereto 
 

10

EX-24.1 2 d71038bexv24w1.htm EX-24.1 exv24w1
         
EXHIBIT 24-1
POWER OF ATTORNEY
I hereby constitute and appoint Sarah L. Filion, as my true and lawful attorney-in-fact to:
  (1)   execute for and on my behalf, in my capacity as a member of North Run Advisors, LLC and in my individual capacity, statements of beneficial ownership required to be filed with the Securities and Exchange Commission on Schedule 13G, together with any amendments thereto and all joint filing agreements filed therewith, by North Run Capital, LP, North Run GP, LP, North Run Advisors, LLC, and me, individually, pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder;
 
  (2)   do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute and timely file any such Schedule 13G, and any amendments thereto and other forms or agreements associated therewith, with the Securities and Exchange Commission and any stock exchange or similar authority; and
 
  (3)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or that I am legally required to do, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
I hereby grant to such attorney-in-fact full power and authority to do and perform any and every act requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect until the persons identified in clause (1) above are no longer required to file statements of beneficial ownership on Schedule 13G, unless I earlier revoke it in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of this 11th day of December, 2009.
         
     
     /s/ THOMAS B. ELLIS    
    Signature   
       
     
     Thomas B. Ellis    
    Name (printed)   
       

 

EX-24.2 3 d71038bexv24w2.htm EX-24.2 exv24w2
         
EXHIBIT 24-2
POWER OF ATTORNEY
I hereby constitute and appoint Sarah L. Filion, as my true and lawful attorney-in-fact to:
  (1)   execute for and on my behalf, in my capacity as a member of North Run Advisors, LLC and in my individual capacity, statements of beneficial ownership required to be filed with the Securities and Exchange Commission on Schedule 13G, together with any amendments thereto and all joint filing agreements filed therewith, by North Run Capital, LP, North Run GP, LP, North Run Advisors, LLC, and me, individually, pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder;
 
  (2)   do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute and timely file any such Schedule 13G, and any amendments thereto and other forms or agreements associated therewith, with the Securities and Exchange Commission and any stock exchange or similar authority; and
 
  (3)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or that I am legally required to do, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
I hereby grant to such attorney-in-fact full power and authority to do and perform any and every act requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect until the persons identified in clause (1) above are no longer required to file statements of beneficial ownership on Schedule 13G, unless I earlier revoke it in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of this 11th day of December, 2009.
         
     
     /s/ TODD B. HAMMER    
    Signature   
       
     
     Todd B. Hammer    
    Name (printed)   
       

 

EX-99.1 4 d71038bexv99w1.htm EX-99.1 exv99w1
         
EXHIBIT 99-1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $0.001 per share, of TAL International Group, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
[Signature Page Follows]

 


 

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 12, 2010.
         
  NORTH RUN CAPITAL, LP
 
 
  By:   North Run Advisors, LLC    
    its general partner   
       
 
     
  By:   *    
    Name:   Thomas B. Ellis   
    Title:   Member   
 
  and  
 
     
  By:   *    
    Name:   Todd B. Hammer   
    Title:   Member   
 
  NORTH RUN GP, LP
 
 
  By:   North Run Advisors, LLC    
    its general partner   
       
 
     
  By:   *    
    Name:   Thomas B. Ellis   
    Title:   Member   
 
  and  
 
     
  By:   *    
    Name:   Todd B. Hammer   
    Title:   Member   


 

         
         
  NORTH RUN ADVISORS, LLC
 
 
  By:   *    
    Name:   Thomas B. Ellis   
    Title:   Member   
 
  and  
 
     
  By:   *    
    Name:   Todd B. Hammer   
    Title:   Member   
 
     
   *    
  Thomas B. Ellis   
       
 
     
   *    
  Todd B. Hammer   
       
 
     
  *By   /s/ Sarah L. Filion   
    Sarah L. Filion, Attorney-in-Fact Pursuant to
Powers of Attorney filed as exhibits hereto 
 
       
 

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