<PAGE>
As filed with the Securities and Exchange Commission
on July 9, 1997
Registration No. 333-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
TRO LEARNING, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3660532
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1721 Moon Lake Blvd.
Suite 555
Hoffman Estates, Illinois 60194
(847) 781-7800
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)
TRO LEARNING, INC.
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of plan)
Andrew N. Peterson Copy to:
Senior Vice President, Leland E. Hutchinson, Esq.
Chief Financial Officer, Treasurer Winston & Strawn
and Secretary 35 West Wacker Drive
1721 Moon Lake Boulevard Chicago, Illinois 60601
Suite 555 (312) 558-7336
Hoffman Estates, Illinois 60194
(Name, address, including ZIP code,and
telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of offering aggregate
securities to Amount to be price per offering Amount of
be registered registered share (1) price (1) registration fee
- -------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 100,000 shrs. $8.875 $887,500 $268.94
- -------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, based upon the average of the bid and ask price of the common
stock, par value $.01 per share, of TRO Learning, Inc. on the Nasdaq
National Market System on July 1, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by TRO Learning, Inc. (the "Company")
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K as filed with the
Commission on January 27, 1997 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referenced above including, without limitation, the
Company's Quarterly Reports on Form 10-Q as filed with the Commission on
March 12, 1997 and June 13, 1997.
(c) The description of the Company's common stock, par value $.01
per share (the "Common Stock"), which is contained in the registration
statement on Form 8-A filed with the Commission on November 12, 1992 under
the Exchange Act, including any subsequent amendment or any report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold are deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated under the laws of the State of
Delaware. Section 145 of the Delaware Law ("Section 145") provides that a
Delaware corporation may indemnify any persons who are, or are threatened to
be made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by reason of the fact
that such person was an officer, director, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action or
II-1
<PAGE>
proceeding, if he acted in good faith and in a manner he reasonably believed
to be in or not appeared to the best interests of the corporation, and, with
respect to any criminal action, had no reasonable cause to believe that this
his conduct was illegal. A Delaware corporation may indemnify any persons
who are, or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reason of
the fact that such person was a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include defense or
settlement of such action or suit, provided such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable
to the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which such officer or director has
actually and reasonably incurred.
The Company's Bylaws provide for the indemnification of directors
and officers of the Company to the fullest extent permitted by Delaware law.
The Company has entered into indemnification agreements with its directors
and executive officers which provide indemnification to the full extent
permitted by the Company's By-Laws. Such agreements also provide for the
advancement to indemnified persons of litigation costs and expenses.
The Company's Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware Law, a director of the Company shall
not be liable to the Company or its stockholders for a breach of fiduciary
duty as a director.
The Company maintains directors' and officers' liability insurance
which insures the directors and officers of the Company and its subsidiaries
against damages, judgments, settlements and costs incurred by reason of
certain acts committed by such persons in their capacities as officers and
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description of Exhibit
------- ----------------------
4.01 Certificate of Incorporation of the Company (filed as Exhibit 3.01 to
the Company's Annual Report on Form 10-K filed with the Commission on
January 27, 1997, as amended (the "Annual Report"), and hereby
incorporated by reference)
4.02 By-laws of the Company (filed as Exhibit 3.02 to the Annual Report and
hereby incorporated by reference)
*4.03 Form of TRO Learning, Inc. 1997 Non-Emoloyee Directors Stock Option
Plan
4.04 Specimen Common Stock Certificate of the Company (filed as Exhibit
4.01 to the Annual Report and hereby incorporated by reference)
*5.01 Opinion of Winston & Strawn as to the legality of the securities being
registered
*23.01 Consent of Winston & Strawn (included in its opinion filed as Exhibit
5.01)
*23.02 Consent of Coopers & Lybrand L.L.P.
24.01 Powers of Attorney (included on signature page)
_____________________
* Filed herewith.
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<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in the Registration
Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Hoffman Estates, State of Illinois,
on May 19, 1997.
TRO LEARNING, INC.
By: /s/ William R. Roach
____________________________________________
William R. Roach
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and executive officers of TRO Learning,
Inc. do hereby constitute and appoint Andrew N. Peterson and Mary Jo Murphy,
and each of them, with full power of substitution, our true and lawful
attorneys-in-fact and agents to do any and all acts and things in our name
and behalf in our capacities as directors and officers, and to execute any
and all instruments for us and in our names in the capacities indicated below
which such person may deem necessary or advisable to enable TRO Learning,
Inc. to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement,
including specifically, but not limited to, power and authority to sign for
us, or any of us, in the capacities indicated below, any and all amendments
(including pre-effective and post-effective amendments) hereto; and we do
hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 19, 1997.
Signature Title
--------- -----
/s/ William R. Roach Chairman of the Board, President,
______________________ Chief Executive Officer and Director
William R. Roach (Principal Executive Officer)
/s/ Andrew N. Peterson Senior Vice President, Chief Financial Officer,
______________________ Treasurer and Secretary (Principal Financial
Andrew Peterson Officer and Chief Accounting Officer)
/s/ Jack R. Borsting Director
_____________________
Jack R. Borsting
/s/ Tony J. Christianson Director
________________________
Tony J. Christianson
/s/ Vernon B. Lewis Director
_____________________
Vernon B. Lewis
/s/ John L. Krakauer Director
_____________________
John L. Krakauer
/s/ John Patience Director
_____________________
John Patience
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number Description of Exhibit Page
------- ---------------------- ----
4.01 Certificate of Incorporation of the Company (filed as Exhibit
3.01 to the Company's Annual Report on Form 10-K filed with the
Commission on January 27, 1997, as amended (the "Annual Report"),
and hereby incorporated by reference)
4.02 By-laws of the Company (filed as Exhibit 3.02 to the Annual
Report and hereby incorporated by reference)
*4.03 Form of TRO Learning, Inc. 1997 Non-Employee Directors Stock
Option Plan
4.04 Specimen Common Stock Certificate of the Company (filed as
Exhibit 4.01 to the Annual Report and hereby incorporated by
reference)
*5.01 Opinion of Winston & Strawn as to the legality of the securities
being registered
*23.01 Consent of Winston & Strawn (included in its opinion filed as
Exhibit 5.01)
*23.02 Consent of Coopers & Lybrand L.L.P.
24.01 Powers of Attorney (included on signature page)
______________________
* Filed herewith.
<PAGE>
Exhibit 4.03
FORM OF TRO LEARNING, INC.
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
1. PURPOSE. The purpose of the TRO Learning, Inc. 1997 Non-Employee
Directors Stock Option Plan (the "Plan") is to attract and retain highly
qualified people who are not employees of TRO Learning, Inc. (the "Company") or
any of its subsidiaries to serve as Non-Employee Directors of the Company, and
to encourage Non-Employee Directors to own shares of the Company's Common Stock,
$.01 par value (the "Stock").
2. ADMINISTRATION. Grants of Options under the Plan shall be made in the
manner provided in Section 5. All questions of interpretation of the Plan or of
any options issued hereunder shall be determined by a committee (the
"Compensation Committee") consisting of two or more members appointed by the
Board of Directors of the Company (the "Board").
3. ELIGIBILITY. Only a member of the Board who is not an employee of the
Company or any of its subsidiaries (a "Non-Employee Director") shall be eligible
to participate in the Plan.
4. SHARES AVAILABLE FOR OPTIONS.
4.1 AVAILABLE SHARES. "Option" shall mean an option granted under
the provisions of Section 5 of this Plan to purchase Stock. "Date of Grant"
shall mean the date of grant of an Option. The Company intends that Options
shall constitute nonqualified stock options (and not incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code")). Subject to adjustment under Section 4.2, Options may be
granted under the Plan in respect of a maximum of 100,000 shares of Stock.
Shares subject to an Option that expires or terminates unexercised shall again
be available for Options hereunder to the extent of such expiration or
termination. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.
4.2 ADJUSTMENTS. In the event of any stock dividend, stock split,
recapitalization, reorganization, merger, consolidation, combination or
exchanges of shares, or any other similar change affecting the Stock, an
appropriate adjustment to reflect any such change shall be made in the total
number and class of shares for which Options may be granted and the number and
class of shares and the price per share of any Option theretofore granted to the
extent unexercised. Such adjustment shall be as determined by the Compensation
Committee; provided that any such computation shall be rounded to the nearest
whole share and no such modification shall require the issuance of fractional
shares.
5. STOCK OPTIONS. Each Option granted under the Plan shall be approved
by the entire Board or the Compensation Committee, and evidenced by a written
agreement in such form as the Compensation Committee shall approve, and shall be
subject to Section 4 and the following terms and conditions:
5.1 TERMS AND CONDITIONS. The exercise price for each share of Stock
subject to the Option shall be the Fair Market Value of a share of Stock on the
Date of Grant of such Option, and the Option shall become exercisable according
to the schedule approved by the Board (or the Compensation Committee) and set
forth in the Option agreement.
5.2 EXERCISE OF OPTIONS. An option, or portion thereof, shall be
exercised by delivery of a written notice of exercise to the Secretary of the
Company and payment of the full purchase price (the "Exercise Price") for the
shares being purchased pursuant to the Option. The Exercise Price may be paid
either (1) in cash, (2) in shares of Stock already owned by the Non-Employee
Director who is granted an Option (including any other person entitled to
exercise the Option, the "Optionee") and to which the Optionee has good title,
free and clear of all liens and encumbrances, or partly in cash and partly in
such shares of Stock, (3) by authorizing the Company to retain whole shares of
Stock which would otherwise be issuable upon exercise of the Option having a
fair market value determined as of the date of exercise, (4) in cash submitted
by a broker-dealer to whom the Optionee has submitted an irrevocable notice of
exercise, or (5) a combination of (1), (2) and (3); provided that the method of
paying the Exercise Price shall be in compliance with Section 16 of the
<PAGE>
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
and regulations thereunder. The value of shares delivered in payment of the
Exercise Price shall be their Fair Market Value as of the date of exercise of
the Option. Payments in cash may be made by the delivery of a check payable to
the order of the Company. Subject to Section 6, upon receipt of notice and
payment, the Company shall promptly issue and deliver to the Optionee (or other
person entitled to exercise the Option) a certificate or certificates for the
number of shares as to which the exercise is made. An Option may not be
exercised for fractional shares of Stock.
5.3 TERMINATION OF SERVICE. Each Option terminates ten years from
the date of grant, or if earlier, upon the later to occur of (1) three years
after the initial grantee of the Option (the "Grantee") ceases service as a
director of the Company for any reason, if the holder served for six years or
more; (2) one year after the Grantee ceases service as a director of the Company
as a result of death or disability; or (3) 90 days after the Grantee ceases
service as a director of the Company for any reason other than death or
disability. The rights of the Non-Employee Director may be exercised by such
director's guardian or legal representative in the case of disability or death.
5.4 FAIR MARKET VALUE. "Fair Market Value," for all purposes under
the Plan, shall mean the closing price of a share of Stock on the NASDAQ
National Market System for the date in question. If no sales of shares of Stock
were made on such date, the closing price of a share of Stock as reported for
the preceding day on which a sale of shares of Stock occurred shall be used.
6. TAX WITHHOLDING. The Company shall be entitled, if necessary or
desirable, to withhold from any Optionee from any amounts due and payable by the
Company to such Optionee (or secure payment from such Optionee in lieu of
withholding) the amount of any withholding or other tax due from the Optionee
with respect to any shares of Stock issuable under the Plan. The Optionee may
satisfy any withholding tax obligation by (1) a cash payment to the Company; (2)
delivery of previously-owned shares of Stock and to which the Optionee has good
title, free and clear of all liens and encumbrances; or (3) by authorizing the
Company to retain shares of Stock which would otherwise be issuable upon
exercise of the Option.
7. TRANSFERABILITY AND EXERCISABILITY. Options granted under the Plan
shall not be transferable or assignable other than (1) by will or the laws of
descent and distribution; (2) by gift or other transfer to any trust or estate
in which the original option recipient or such recipient's spouse or other
immediate relative has a substantial beneficial interest, or to a spouse or
other immediate relative, provided that any such transfer is permitted by Rule
16b-3 of the Exchange Act as in effect when such transfer occurs and the Board
does not rescind this provision prior to such transfer; or (3) pursuant to a
domestic relations order (as defined by the Code). However, any Option so
transferred shall continue to be subject to all the terms and conditions
contained in the instrument evidencing such Option.
If so permitted by the Compensation Committee, an Optionee may designate a
beneficiary or beneficiaries to exercise the rights of the Optionee and receive
any distribution under the Plan upon the death of the Optionee.
8. LEGAL REQUIREMENTS. Notwithstanding any other provision of the Plan,
the Company shall not be obligated to offer or sell any shares of Stock upon
exercise of an Option unless the shares to be issued upon such exercise are at
that time effectively registered or exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act") and the offer and sale
of such shares are otherwise in compliance with all applicable federal and state
securities laws and the requirements of any stock exchange or similar agency on
which the Company's securities may then be listed or quoted. The Company shall
have no obligation to register the securities covered by this Plan under the
federal securities laws or take any other steps as may be necessary to enable
the securities covered by this Plan to be offered and sold under federal or
other securities laws. Upon exercising all or any portion of an Option, an
Optionee may be required to furnish representations or undertakings deemed
appropriate by the Company to enable the offer and sale of the shares of Stock
upon exercise of the Option or subsequent transfers of any interest in such
shares to comply with the Securities Act and other applicable securities laws.
Certificates evidencing shares of Stock issued pursuant to Options shall bear
any legend required by, or useful for the purposes of compliance with,
applicable securities laws, this Plan or the agreements evidencing the Options.
2
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It is the intention of the Company that the Plan comply in all respects
with Rule 16b-3 promulgated under Section 16(b) of the Exchange Act. Therefore,
if any Plan provision should be found to not be in compliance with Rule 16b-3,
that provision shall be deemed null and void, and in all events the Plan shall
be construed in favor of its meeting the requirements of Rule 16b-3.
9. EFFECTIVE DATE; DURATION; SUSPENSION AND AMENDMENT. The Plan shall
become effective upon approval by the Board and the shareholders of the Company.
The Plan shall terminate automatically on the tenth anniversary of the effective
date unless terminated earlier by the Board. The Board may suspend the Plan at
any time. The Board may amend or terminate the Plan at any time, but such
amendment or termination shall not affect Options already granted and such
Options shall remain in full force and effect as if the Plan had not been
terminated. No shares of Stock shall be issued or sold under this Plan after
the termination of the Plan, except upon exercise of Options granted before
termination. Any shares of Stock authorized under Section 4 of the Plan (or any
amendment thereof) with respect to which an Option is not granted prior to
termination of the Plan, or with respect to which an Option is terminated,
forfeited or canceled after termination of the Plan, shall automatically be
transferred to any subsequent stock option plan for Non-Employee Directors of
the Company.
10. LIMITATION OF RIGHTS. Neither the Plan nor the granting of any Option
hereunder shall constitute an agreement or understanding that the Company will
retain a Non-Employee Director for any period of time or at any particular rate
of compensation. The holder of an Option shall not thereby have any rights as a
stockholder until the holder receives shares of Stock upon exercise of such
Option.
11. UNFUNDED PLAN. Unless otherwise determined by the Compensation
Committee, the Plan shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund or funds. The Plan shall not establish any
fiduciary relationship between the Company and any Optionee or other person. To
the extent any person holds any rights by virtue of an Option granted under the
Plan, such rights shall be no greater than the rights of an unsecured general
creditor of the Company.
12. GOVERNING LAW. The validity, construction and effect of the Plan and
any actions taken or relating to the Plan shall be determined in accordance with
the laws of the State of Illinois and applicable federal law.
3
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Exhibit 5.01
TRO Learning, Inc.
1721 Moon Lake Blvd.
Suite 555
Hoffman Estates, IL 60194
Re: 100,000 SHARES OF COMMON STOCK, $0.01 PAR VALUE, OF
TRO LEARNING, INC.
Ladies or Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed by TRO Learning, Inc. (the "Company") with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of 100,000 shares of Common
Stock, $0.01 par value (the "Shares"), of the Company which may be issued from
time to time upon exercise of stock options granted to employees of the Company
pursuant to the TRO Learning, Inc. 1997 Non-Employee Directors Stock Option Plan
(the "Plan").
We are familiar with the proceedings to date with respect to the Plan
and the proposed issuance and sale of the Shares and have examined such records,
documents and questions of law, and satisfied ourselves as to such matters of
fact, as we have considered relevant and necessary as a basis for this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. The Shares will be, as and when acquired in accordance with the
terms and conditions of the Plan, legally issued, fully paid and non-assessable
under the Delaware General Corporation Law.
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Shares.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
Winston & Strawn
<PAGE>
Exhibit 23.02
CONSENT OF COOPERS & LYBRAND, L.L.P.
We consent to the incorporation by reference in this registration
statement on Form S-8, "TRO Learning, Inc. 1997 Non-Employee Directors Stock
Option Plan" to our report dated January 27, 1997 on our audit of the
consolidated financial statements and financial statement schedules included in
the Company's Annual Report on Form 10-K, as of October 31, 1996 and 1995, and
for the three years in the period ended October 31, 1996 of TRO Learning, Inc.
and Subsidiaries.
Coopers & Lybrand, L.L.P.
Chicago, Illinois
July 9, 1997
