<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1998
[ ] Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____ to ____
Commission File Number: 0-20842
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
TRO LEARNING, INC. SAVINGS/RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
TRO Learning, Inc.
1721 Moon Lake Boulevard
Suite 555
Hoffman Estates, IL 60194
This document contains 17 pages.
-1-
<PAGE>
INDEX
<TABLE>
<S> <C>
Report of Independent Public Accountants........................................ 3
Statements of Net Assets Available For Benefits
as of December 31, 1998 and 1997.............................................. 4
Statement of Changes in Net Assets Available For
Benefits, With Fund Information, for the year
ended December 31, 1998....................................................... 5
Statement of Changes in Net Assets Available For
Benefits, With Fund Information, for the year
ended December 31, 1997....................................................... 7
Notes To Financial Statements................................................... 9
Item 27a - Schedule of Assets Held For Investment
Purposes as of December 31, 1998............................................. 14
Item 27d - Schedule of Reportable Transactions for
the year ended December 31, 1998............................................. 15
Consent of Independent Public Accountants...................................... 16
Signatures..................................................................... 17
</TABLE>
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<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
TRO Learning, Inc. Savings/Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of the TRO LEARNING, INC. SAVINGS/RETIREMENT PLAN as of December 31, 1998 and
1997, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the years then ended, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for purposes
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The fund information in the statements
of changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the changes in net assets available
for benefits of each fund. The supplemental schedules and fund information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
The schedule of assets held for investment purposes and the schedule of
reportable transactions that accompany the Plan's financial statements do not
disclose the historical cost of certain plan assets held by the Plan's asset
custodian. Disclosure of this information is required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
Chicago, Illinois
May 27, 1999
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<PAGE>
TRO LEARNING, INC.
SAVINGS/RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1998 and 1997
(Employer Identification Number 41-1646390, Plan Number 001)
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
INVESTMENTS, at fair value (Note 1):
Scudder Cash Investment Trust $ 282,869 $ 223,374
Scudder Income Fund 292,426 241,678
Scudder Growth & Income Fund 1,365,667 1,389,224
Scudder Large Company Value Fund 920,559 804,773
Scudder Global Fund 470,725 449,607
Scudder Global Discovery Fund 313,010 288,566
Scudder International Fund 75,296 53,215
Scudder Pathway Series--Balanced Fund 235,004 174,827
TRO Learning, Inc. Company Stock 569,411 285,203
American Century Ultra Fund 436,281 399,740
Participant loans 19,768 80,613
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $4,981,016 $4,390,820
---------- ----------
---------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
TRO LEARNING, INC.
SAVINGS/RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
For the Year Ended December 31, 1998
(Employer Identification Number 41-1646390, Plan Number 001)
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------
Scudder
Scudder Scudder Large
Cash Scudder Growth & Company
Investment Income Income Value
Trust Fund Fund Fund
<S> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ 37,102 $ 48,835 $ 224,788 $141,181
Net appreciation (depreciation) in fair value of
investments - (5,491) (49,149) 4,584
Interest and dividend income 10,868 20,633 127,429 71,304
-------- -------- --------- --------
Total additions 47,970 63,977 303,068 217,069
DEDUCTIONS:
Benefits paid (13,948) (15,147) (489,109) (86,037)
OTHER ADDITIONS (DEDUCTIONS):
Interfund transfers 25,662 2,136 161,069 (16,630)
Loan withdrawals (539) (1,307) (3,469) (3,297)
Loan principal payments 350 1,089 4,884 4,681
-------- -------- --------- --------
Net increase (decrease) in net assets 59,495 50,748 (23,557) 115,786
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 223,374 241,678 1,389,224 804,773
-------- -------- --------- --------
End of year $282,869 $292,426 $1,365,667 $920,559
-------- -------- --------- --------
-------- -------- --------- --------
<CAPTION>
Participant Directed
-----------------------------
Scudder
Scudder Global
Global Discovery
Fund Fund
<S> <C> <C>
ADDITIONS:
Participant contributions $ 73,740 $ 47,388
Net appreciation (depreciation) in fair value of
investments 4,994 44,818
Interest and dividend income 46,812 264
-------- --------
Total additions 125,546 92,470
DEDUCTIONS:
Benefits paid (77,350) (51,367)
OTHER ADDITIONS (DEDUCTIONS):
Interfund transfers (29,102) (18,194)
Loan withdrawals - -
Loan principal payments 2,024 1,535
-------- --------
Net increase (decrease) in net assets 21,118 24,444
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 449,607 288,566
-------- --------
End of year $470,725 $313,010
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of this statement.
-5-
<PAGE>
TRO LEARNING, INC.
SAVINGS/RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
For the Year Ended December 31, 1998
(Employer Identification Number 41-1646390, Plan Number 001)
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------
Scudder TRO
Pathway Learning, American
Scudder Series-- Inc. Century
International Balanced Company Ultra Participant
Fund Fund Stock Fund Loans Total
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $25,281 $ 72,555 $ 74,308 $117,826 $ - $ 863,004
Net appreciation (depreciation) in fair value of
investments 3,024 969 160,313 83,645 - 247,707
Interest and dividend income 7,731 13,827 438 36,821 - 336,127
------- -------- -------- -------- ------- ----------
Total additions 36,036 87,351 235,059 238,292 - 1,446,838
DEDUCTIONS:
Benefits paid (10,337) (10,485) (25,191) (22,178) (55,493) (856,642)
OTHER ADDITIONS (DEDUCTIONS):
Interfund transfers (3,634) (13,490) 72,196 (180,013) - -
Loan withdrawals (175) (4,013) - - 12,800 -
Loan principal payments 191 814 2,144 440 (18,152) -
------- -------- -------- -------- ------- ----------
Net increase (decrease)
in net assets 22,081 60,177 284,208 36,541 (60,845) 590,196
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 53,215 174,827 285,203 399,740 80,613 4,390,820
------- -------- -------- -------- ------- ----------
End of year $75,296 $235,004 $569,411 $436,281 $19,768 $4,981,016
------- -------- -------- -------- ------- ----------
------- -------- -------- -------- ------- ----------
</TABLE>
The accompanying notes are an integral part of this statement.
-6-
<PAGE>
TRO LEARNING, INC.
SAVINGS/RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
For the Year Ended December 31, 1997
(Employer Identification Number 41-1646390, Plan Number 001)
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------
Scudder
Scudder Scudder Large
Cash Scudder Growth & Company Scudder
Investment Income Income Value Global
Trust Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ 90,404 $ 53,730 $ 257,869 $171,482 $113,708
Net appreciation (depreciation) in fair value of
investments - 4,822 176,422 168,268 4,342
Interest and dividend income 18,174 13,828 135,154 59,556 78,081
-------- -------- ---------- -------- --------
Total additions 108,578 72,380 569,445 399,306 196,131
DEDUCTIONS:
Benefits paid (77,082) (2,593) (217,502) (227,974) (146,494)
OTHER ADDITIONS (DEDUCTIONS):
Interfund transfers (165,504) (9,816) 98,291 (14,217) (8,500)
Loan withdrawals (6,895) (3,475) (3,833) (12,543) (3,517)
Loan principal payments 588 2,372 13,602 9,586 4,935
-------- -------- ---------- -------- --------
Net increase (decrease) in net assets (140,315) 58,868 460,003 154,158 42,555
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 363,689 182,810 929,221 650,615 407,052
-------- -------- ---------- -------- --------
End of year $223,374 $241,678 $1,389,224 $804,773 $449,607
-------- -------- ---------- -------- --------
-------- -------- ---------- -------- --------
<CAPTION>
Scudder
Global Scudder
Discovery International
Fund Fund
<S> <C> <C>
ADDITIONS:
Participant contributions $ 63,420 $26,169
Net appreciation (depreciation) in fair value of
investments 1,789 (2,860)
Interest and dividend income 27,447 5,829
-------- -------
Total additions 92,656 29,138
DEDUCTIONS:
Benefits paid (35,887) -
OTHER ADDITIONS (DEDUCTIONS):
Interfund transfers (16,897) (817)
Loan withdrawals (1,079) -
Loan principal payments 3,320 1,079
-------- -------
Net increase (decrease) in net assets 42,113 29,400
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 246,453 23,815
-------- -------
End of year $288,566 $53,215
-------- -------
-------- -------
</TABLE>
The accompanying notes are an integral part of this statement.
-7-
<PAGE>
TRO LEARNING, INC.
SAVINGS/RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
For the Year Ended December 31, 1997
(Employer Identification Number 41-1646390, Plan Number 001)
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------
Scudder TRO
Scudder Pathway Learning, American
Managed Series-- Inc. Century
Retirement Balanced Company Ultra
Trust Fund Stock Fund
<S> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ 11,304 $ 48,547 $101,732 $111,313
Net appreciation (depreciation) in fair value of
investments 2,523 10,580 (272,132) (34,831)
Interest and dividend income 12 7,830 1,274 80,273
-------- -------- -------- --------
Total additions 13,839 66,957 (169,126) 156,755
DEDUCTIONS:
Benefits paid (25) (26,458) (38,147) (95,270)
OTHER ADDITIONS (DEDUCTIONS):
Interfund transfers (179,835) 137,534 58,925 100,836
Loan withdrawals - (3,846) - (6,912)
Loan principal payments 186 640 4,050 5,690
-------- -------- -------- --------
Net increase (decrease) in net assets (165,835) 174,827 (144,298) 161,099
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 165,835 - 429,501 238,641
-------- -------- -------- --------
End of year $ - $174,827 $285,203 $399,740
-------- -------- -------- --------
-------- -------- -------- --------
<CAPTION>
Participant
Loans Total
<S> <C> <C>
ADDITIONS:
Participant contributions $ - $1,049,678
Net appreciation (depreciation) in fair value of
investments - 58,923
Interest and dividend income - 427,458
------- ----------
Total additions - 1,536,059
DEDUCTIONS:
Benefits paid (2,220) (869,652)
OTHER ADDITIONS (DEDUCTIONS):
Interfund transfers - -
Loan withdrawals 42,100 -
Loan principal payments (46,048) -
------- ----------
Net increase (decrease) in net assets (6,168) 666,407
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 86,781 3,724,413
------- ----------
End of year $80,613 $4,390,820
------- ----------
------- ----------
</TABLE>
The accompanying notes are an integral part of this statement.
-8-
<PAGE>
TRO LEARNING, INC.
SAVINGS/RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
December 31, 1998 and 1997
(Employer Identification Number 41-1646390, Plan Number 001)
1. DESCRIPTION OF PLAN
A brief description of the TRO Learning, Inc. (the "Company")
Savings/Retirement Plan (the "Plan") is provided for general informational
purposes only. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering all eligible employees of
the Company. Employees of the Company must complete 90 days of service to
be eligible to participate. The Company employs Scudder Trust Company as
the Plan's investment manager, asset custodian and record keeper.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"), as amended.
Contributions
Participants may defer the lesser of 20% of their compensation or $10,000
in 1998 or $9,500 in 1997. These contributions are deducted from
participants' salaries before income taxes are withheld. The Company may
also make contributions to the Plan at its discretion. Any such amount
must be designated by Company resolution. There were no Company
contributions in 1998 or 1997.
Participant Accounts
Individual participant accounts are maintained by Scudder Trust Company.
Each participant's account is credited with the participant's
contribution, Plan earnings and an allocation of the Company's
contribution. Allocations are determined by the Company.
Vesting
Participants are immediately vested in their salary deferral contribution
accounts plus actual earnings thereon.
-9-
<PAGE>
Vesting in the discretionary Company contribution account is based on the
following schedule:
<TABLE>
<CAPTION>
Vested
Years of Service Percentage
<S> <C>
Less than 1 year 0%
1 year but less than 2 20
2 years but less than 3 40
3 years but less than 4 60
4 years but less than 5 80
5 years or more 100
---
---
</TABLE>
A participant will also become fully vested upon permanent disability or
attainment of normal or early retirement as defined in the Plan.
Forfeitures are used to reduce future contributions made by the Company.
Benefit Payments
Upon termination, participants receive lump-sum distributions of the
vested amounts in their accounts, less any outstanding loans at the time
of termination. If participants elect not to receive their distributions
immediately after termination, interest and dividends continue to accrue
on their participant contribution balances until final distribution.
Loans
Participants may borrow from the Plan, as defined in the Plan agreement,
subject to appropriate limitations. The rate of interest will be the
current prime rate plus 1%. The terms of all such loans are set by the
Company and the maximum payment term is generally five years.
Investment Options
The Plan offers 10 different investment options. In addition to 9 mutual
funds, participants also have the option to allocate a portion of their
contributions to Company stock. Per the Plan agreement, a maximum of 30%
of participant contributions can be allocated to Company stock. Plan
participants direct the investment of their accounts into these ten
options. The options are as follows:
Scudder Cash Investment Trust--Cash Investment Trust is like a money
market account. Assets invested in this fund are not at risk as the
per share cost remains constant.
Scudder Income Fund--Income Fund seeks to provide a high level of
current income by investing primarily in bonds. Intended for the
investor who desires flexibility, higher than money market rates of
interest and who can accept some principal fluctuation.
Scudder Growth & Income Fund--Growth & Income Fund seeks to provide
long-term growth of capital, current income and growth of income.
-10-
<PAGE>
Intended for the conservative, growth-oriented investor who can
accept a moderate degree of risk.
Scudder Large Company Value Fund--Large Company Value Fund seeks
maximum long-term growth of capital through a broad and flexible
investment strategy. This fund is intended for the investor willing
to accept above-average risk for potential of above-average growth.
Scudder Global Fund--Global Fund seeks long-term capital growth
through investments in economic securities of mainly large,
established companies which are expected to derive the greatest
benefits from global economic trends. This fund is designed for
long-term investors who can accept risks of international volatility
and fluctuating foreign exchange rates.
Scudder Global Discovery Fund--Global Discovery Fund seeks
above-average, long-term growth of capital by investing in small
companies with strong growth potential worldwide. Intended for the
investor who can assume a greater risk in return for potentially
greater rewards. This fund should be considered as a complement to a
portfolio that also holds other types of funds.
Scudder International Fund--International Fund focuses on long-term
capital growth and international diversification. This fund invests
in foreign stocks and bonds.
Scudder Pathway Series--Balanced Fund--Scudder Pathway
Series--Balanced Fund--spreads assets among several funds with
different objectives. Investments are selected to complement one
another so that they work together in an integrated fashion.
Intended for the investor who wants a good measure of income and
growth with less fluctuation than stock or bond funds.
TRO Learning, Inc. Company Stock--The Company is a publicly held
international training and education company with annual revenues of
more than $40 million. Trading on the national market system under
the NASDAQ symbol TUTR, the Company is a leading developer and
marketer of microcomputer-based, interactive, self-paced
instructional systems used in a wide variety of training and
educational settings.
American Century Ultra Fund--The fund seeks capital growth and
typically invests at least 90% of assets in equity securities
selected for their appreciation potential. The majority of these
securities are common stocks issued by midcap companies that meet
management's standards for earnings and revenue trends. The fund may
purchase securities only of companies that have operated
continuously for three or more years.
Trustees
The trustees of the Plan during 1998 were William R. Roach, John Murray
and Patricia Hawver, officers of the Company. The trustees of the Plan
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<PAGE>
during 1997 were William R. Roach, Andrew Peterson and Patricia Hawver,
officers of the Company.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared using the accrual
basis of accounting.
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
and changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
Valuation of Investments
Investments are stated at fair value, as determined by quoted market
prices. The increase (decrease) in unrealized appreciation (depreciation)
of investments and realized gain (loss) on sale of investments are
determined based on an average cost basis of the assets. The average cost
basis is composed of the market values of assets: (a) on hand at the
beginning of the year rather than the original cost at the time of
purchase and (b) values on the date of purchase during the year.
Administrative Expenses
All administrative expenses are paid by the Company.
Payment of Benefits
Benefits are recorded when paid.
3. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100%
vested in their accounts.
4. TAX STATUS
The Plan obtained its latest determination letter on January 12, 1996, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the requirements of the Internal Revenue Code
(IRC). The plan administrator believes that the Plan is currently
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<PAGE>
designed and is being operated in compliance with the applicable
requirements of the IRC.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
As of December 31, 1998 and 1997, the Plan had approximately $0 and
$126,546, respectively, of pending distributions to participants who
elected to withdraw from the Plan. These amounts are recorded as a
liability in the Plan's Form 5500; however, these amounts are not recorded
as a liability in the accompanying statements of net assets available for
benefits in accordance with generally accepted accounting principles.
The following table reconciles net assets available for benefits per the
financial statements to the Form 5500 as filed by the Company for the year
ended December 31, 1998:
<TABLE>
<CAPTION>
Net Assets Available
Benefits for Benefits
Paid 1998 1997
<S> <C> <C> <C>
Per financial statements $856,642 $4,981,016 $4,390,820
1998 amounts pending distribution to
participants
- - -
1997 amounts pending distribution to
participants
(126,546) - (126,546)
-------- ---------- ----------
Per Form 5500 $730,096 $4,981,016 $4,264,274
-------- ---------- ----------
-------- ---------- ----------
</TABLE>
-13-
<PAGE>
Schedule I
TRO LEARNING, INC.
SAVINGS/RETIREMENT PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1998
(Employer Identification Number 41-1646390, Plan Number 001)
<TABLE>
<CAPTION>
Current
Description of Investment Cost (1) Value
<S> <C> <C>
MUTUAL FUNDS:
*Scudder-
Cash Investment Trust $ - $ 282,869
Income Fund - 292,426
Growth & Income Fund - 1,365,667
Large Company Value Fund - 920,559
Global Fund - 470,725
Global Discovery Fund - 313,010
International Fund - 75,296
Pathway Series--Balanced Fund - 235,004
American Century Ultra Fund - 436,281
*TRO LEARNING, INC. COMPANY STOCK - 569,411
*PARTICIPANT LOANS (interest rate at 7.00%)
- 19,768
---- ----------
$ - $4,981,016
---- ----------
---- ----------
</TABLE>
* Represents party-in-interest.
(1) Historical cost information could not be obtained from the Plan's
asset custodian.
The accompanying notes are an integral part of this schedule.
-14-
<PAGE>
Schedule II
TRO LEARNING, INC.
SAVINGS/RETIREMENT PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
For the Year Ended December 31, 1998
(Employer Identification Number 41-1646390, Plan Number 001)
<TABLE>
<CAPTION>
Purchases Sales
--------- --------------------------------------------------------
Current
Value of
Asset on
Purchase Selling Cost of Transaction Net Gain
Description Price Price Asset (b) Date (Loss) (b)
<S> <C> <C> <C> <C> <C>
SCUDDER MUTUAL FUNDS:
Growth & Income Fund $416,889 $520,141 $ - $520,141 $ -
Large Company Value Fund 161,205 122,692 - 122,692 -
TRO LEARNING, INC. COMPANY STOCK 339,170 217,857 - 217,857 -
AMERICAN CENTURY ULTRA FUND 130,927 215,292 - 215,292 -
-------- -------- ------- -------- ---------
-------- -------- ------- -------- ---------
</TABLE>
NOTES:
(a) Represents transactions or a series of transactions in excess of 5% of
the fair value of plan assets at the beginning of the year.
(b) Historical cost information could not be obtained from the Plan's
asset custodian.
The accompanying notes are an integral part of this schedule.
-15-
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report, included in this Form 11-K, into TRO Learning, Inc.'s previously filed
Registration Statement File No. 33-30963.
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 23, 1999
-16-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized on June 25, 1999.
TRO LEARNING, INC. SAVINGS/RETIREMENT PLAN
By: /s/John Murray
------------------
Trustee
-17-
