-----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, RWUC49R0pVvYx4OLuHSnSQ5yNhBuLNEor3weeP5NlrB6ef6zL7SkMV7hZ4DdVCjR 00sjxgUkrTC6Gtx7YR9NFQ== 0001047469-98-025729.txt : 19980630 0001047469-98-025729.hdr.sgml : 19980630 ACCESSION NUMBER: 0001047469-98-025729 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRO LEARNING INC CENTRAL INDEX KEY: 0000893965 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 363660532 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-20842 FILM NUMBER: 98656211 BUSINESS ADDRESS: STREET 1: POPLAR CREEK OFFICE PLAZA STREET 2: 1721 MOON LAKE BOULEVARD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60194 BUSINESS PHONE: 8477817800 MAIL ADDRESS: STREET 1: 1721 MOON LAKE BLVD SUITE 555 CITY: HOOFMAN ESGTATES STATE: IL ZIP: 60194 11-K 1 11-K 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, 1997 / / 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 INDEX Report of Independent Public Accountants.........................3 Statements of Net Assets Available For Benefits as of December 31, 1997 and 1996...............................4 Statement of Changes in Net Assets Available For Benefits, With Fund Information, for the year ended December 31, 1997......................................5-6 Statement of Changes in Net Assets Available For Benefits, With Fund Information, for the year ended December 31, 1996......................................7-8 Notes To Financial Statements.................................9-13 Item 27a - Schedule of Assets Held For Investment Purposes as of December 31, 1997..............................14 Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1997..............................15 Consent of Independent Public Accountants.......................16 Signatures......................................................17
2 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, 1997 and 1996, and the related statements of changes in net assets available for benefits for the years then ended. In our report dated September 24, 1997, we expressed a disclaimer of opinion on the December 31, 1996, statement of net assets because the plan administrator, as permitted by the Department of Labor's Rules and Regulations, instructed us not to audit the information certified by the trustee. This report on the December 31, 1996, statement of net assets reflects having performed sufficient audit procedures to render an opinion on the December 31, 1996, statement of net assets. Accordingly, our present opinion on the 1996 financial statements, as presented herein, is unqualified. 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, 1997 and 1996, and the changes in net assets available for benefits for the years then ended. 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. The fund information in the statements of net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for Plan 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 that accompanies the Plan's financial statements does 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. ARTHUR ANDERSEN LLP Chicago, Illinois June 10, 1998 3 TRO LEARNING, INC. SAVINGS/RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1997 and 1996 Employer Identification Number 41-1646390, Plan Number 001
1997 1996 INVESTMENTS, at fair market value (Note 1): Scudder Cash Investment Trust $ 223,374 $ 363,689 Scudder Income Fund 241,678 182,810 Scudder Growth & Income Fund 1,389,224 929,221 Scudder Large Company Value Fund 804,773 650,615 Scudder Global Fund 449,607 407,052 Scudder Global Discovery Fund 288,566 246,453 Scudder International Fund 53,215 23,815 Scudder Managed Retirement Trust - 165,835 TRO Learning, Inc. Company Stock 285,203 429,501 American Century Ultra Fund 399,740 238,641 Pathway Series--Balanced Fund 174,827 - Participant loans 80,613 86,781 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $4,390,820 $3,724,413 ---------- ---------- ---------- ----------
The accompanying notes are an integral part of these financial statements. 4 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
Scudder Scudder Scudder Large Cash Scudder Growth & Company Investment Income Income Value Trust Fund Fund Fund ADDITIONS: Participant contributions $ 90,404 $53,730 $ 257,869 $ 171,482 Net appreciation (depreciation) in fair value of investments - 4,822 176,422 168,268 Interest and dividend income 18,174 13,828 135,154 59,556 -------- -------- ---------- -------- Total additions 108,578 72,380 569,445 399,306 DEDUCTIONS: Benefits paid (77,082) (2,593) (217,502) (227,974) OTHER ADDITIONS (DEDUCTIONS): Interfund transfers (165,504) (9,816) 98,291 (14,217) Loan withdrawals (6,895) (3,475) (3,833) (12,543) Loan principal payments 588 2,372 13,602 9,586 -------- -------- ---------- -------- Net increase (decrease) in net assets (140,315) 58,868 460,003 154,158 BALANCE, December 31, 1996 363,689 182,810 929,221 650,615 -------- -------- ---------- -------- BALANCE, December 31, 1997 $223,374 $241,678 $1,389,224 $804,773 -------- -------- ---------- -------- -------- -------- ---------- -------- Scudder Scudder Global Scudder Global Discovery International Fund Fund Fund ADDITIONS: Participant contributions $ 113,708 $ 63,420 $ 26,169 Net appreciation (depreciation) in fair value of investments 4,342 1,789 (2,860) Interest and dividend income 78,081 27,447 5,829 -------- -------- -------- Total additions 196,131 92,656 29,138 DEDUCTIONS: Benefits paid (146,494) (35,887) - OTHER ADDITIONS (DEDUCTIONS): Interfund transfers (8,500) (16,897) (817) Loan withdrawals (3,517) (1,079) - Loan principal payments 4,935 3,320 1,079 -------- -------- -------- Net increase (decrease) in net assets 42,555 42,113 29,400 BALANCE, December 31, 1996 407,052 246,453 23,815 -------- -------- -------- BALANCE, December 31, 1997 $ 449,607 $ 288,566 $ 53,215 -------- -------- -------- -------- -------- --------
The accompanying notes to financial statements are an integral part of this statement. 5 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
TRO Scudder Learning, American Pathway Managed Inc. Century Series-- Retirement Company Ultra Balanced Participant Trust Stock Fund Fund Loans Total ADDITIONS: Participant contributions $ 11,304 $ 101,732 $ 111,313 $ 48,547 $ - $1,049,678 Net appreciation (depreciation) in fair value of investments 2,523 (272,132) (34,831) 10,580 - 58,923 Interest and dividend income 12 1,274 80,273 7,830 - 427,458 -------- -------- -------- -------- ------- ---------- Total additions 13,839 (169,126) 156,755 66,957 - 1,536,059 DEDUCTIONS: Benefits paid (25) (38,147) (95,270) (26,458) (2,220) (869,652) OTHER ADDITIONS (DEDUCTIONS): Interfund transfers (179,835) 58,925 100,836 137,534 - - Loan withdrawals - - (6,912) (3,846) 42,100 - Loan principal payments 186 4,050 5,690 640 (46,048) - -------- -------- -------- -------- ------- ---------- Net increase (decrease) in net assets (165,835) (144,298) 161,099 174,827 (6,168) 666,407 BALANCE, December 31, 1996 165,835 429,501 238,641 - 86,781 3,724,413 -------- -------- -------- -------- ------- ---------- BALANCE, December 31, 1997 $ - $ 285,203 $ 399,740 $ 174,827 $ 80,613 $4,390,820 -------- -------- -------- -------- ------- ---------- -------- -------- -------- -------- ------- ----------
The accompanying notes to financial statements are an integral part of this statement. 6 TRO LEARNING, INC. SAVINGS/RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION For the Year Ended December 31, 1996 Employer Identification Number 41-1646390, Plan Number 001
Scudder Scudder Scudder Large Scudder Cash Scudder Growth Company Scudder Global Investment Income & Income Value Global Discovery Trust Fund Fund Fund Fund Fund ADDITIONS: Participant contributions $ 62,521 $ 34,180 $ 189,264 $145,797 $ 79,471 $ 43,105 Net appreciation (depreciation) in fair value of investments - (6,085) 109,830 28,039 24,506 29,557 Interest and dividend income 14,933 12,323 58,255 70,723 24,279 11,914 -------- -------- -------- -------- -------- -------- Total additions 77,454 40,418 357,349 244,559 128,256 84,576 DEDUCTIONS: Benefits paid (4,270) (19,694) (163,704) (24,739) (58,040) (39,365) OTHER ADDITIONS (DEDUCTIONS): Interfund transfers (70,330) (5,689) 97,714 (16,102) (49,796) (4,585) Loan withdrawals (13,138) (10,873) (14,944) (12,470) (10,460) (3,481) Loan principal payments 932 6,572 9,773 12,748 3,198 1,168 -------- -------- -------- -------- -------- --------- Net increase (decrease) in net assets (9,352) 10,734 286,188 203,996 13,158 38,313 BALANCE, December 31, 1995 373,041 172,076 643,033 446,619 393,894 208,140 -------- -------- -------- -------- -------- -------- BALANCE, December 31, 1996 $363,689 $182,810 $ 929,221 $650,615 $407,052 $246,453 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
The accompanying notes to financial statements are an integral part of this statement. 7 TRO LEARNING, INC. SAVINGS/RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION For the Year Ended December 31, 1996 Employer Identification Number 41-1646390, Plan Number 001
TRO Scudder Learning, American Scudder Managed Inc. Century International Retirement Company Ultra Participant Fund Trust Stock Fund Loans Total ADDITIONS: Participant contributions $ 23,987 $ 54,448 $ 73,780 $ 55,445 $ - $ 761,998 Net appreciation (depreciation) in fair value of investments 3,187 18,853 (104,285) 38,361 - 141,963 Interest and dividend income 1,441 30 551 16,509 - 210,958 ------- -------- -------- -------- ------- ---------- Total additions 28,615 73,331 (29,954) 110,315 - 1,114,919 DEDUCTIONS: Benefits paid (15,674) (38,139) (1,470) (362) - (365,457) OTHER ADDITIONS (DEDUCTIONS): Interfund transfers (14,849) 54,600 51,367 (42,330) - - Loan withdrawals (1,410) (1,135) - (1,410) 69,321 - Loan principal payments 387 215 3,269 516 (38,778) - ------- ------- -------- -------- ------- ---------- Net increase (decrease) in net assets (2,931) 88,872 23,212 66,729 30,543 749,462 BALANCE, December 31, 1995 26,746 76,963 406,289 171,912 56,238 2,974,951 ------- -------- -------- -------- ------- ---------- BALANCE, December 31, 1996 $ 23,815 $ 165,835 $ 429,501 $ 238,641 $ 86,781 $3,724,413 ------- -------- -------- -------- ------- ---------- ------- -------- -------- -------- ------- ----------
The accompanying notes to financial statements are an integral part of this statement. 8 TRO LEARNING, INC. SAVINGS/RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1997 and 1996 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 $9,500 or 20% of their compensation. 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 1997 or 1996. Participant Accounts Individual participant accounts are maintained by Scudder Trust Company, investment manager and record keeper. Each participant's account is credited with the participant's contribution and an allocation of the Company's contribution and Plan earnings. Allocations, when applicable, are determined by the Company. Forfeitures are used to reduce future contributions made by the Company. Vesting Participants are immediately vested in their salary deferral contribution accounts plus actual earnings thereon. 9 Vesting in the discretionary Company contribution account is based on the following schedule:
Vested Years of Service Percentage 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 ------- -------
A participant will also become fully vested upon permanent disability or attainment of normal or early retirement as defined in the Plan. 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 employee contribution balances until final distribution. Loans Participants may borrow from the Plan, as defined in the Plan agreement and 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 For the 1997 Plan year, there are 10 different investment options included in the Plan. 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 employee 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. 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 10 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 Managed Retirement Trust--Managed Retirement Trust 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. Effective March 1, 1997, the fund name changed to Scudder Pathway Series Portfolio. 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 1997: William R. Roach, Andrew Peterson and Patricia Hawver, officers of the Company. The trustees of the Plan during 1996: William R. Roach and Sharon Fierro, officers for the Company. 2. SUMMARY OF ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements have been prepared using the accrual basis of accounting. 11 Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires the Plan's management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates. Valuation of Investments Investments are stated at market value, as determined by the investment manager/record keeper. 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. Therefore, Plan assets are not required to cover administrative expenses unpaid at year-end nor are they needed to reimburse the Company for expenses paid by them prior to year-end. 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, and the Plan assets remaining in the trust after payment of all applicable expenses shall be distributed to the participants or their beneficiaries. 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. The plan administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, the plan administrator believes that the Plan was qualified and the related trust was tax-exempt as of the financial statement dates. 5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 As of December 31, 1997 and 1996, the Plan had approximately $126,546 and $0, 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. 12 The following table reconciles net assets available for benefits per the financial statements to the Form 5500 as filed by the Company for the years ended December 31, 1997 and 1996:
Benefits Net Assets Available Payable to Benefits for Plan Benefits Participants Paid 1997 1996 Per financial statements $ - $869,652 $4,390,820 $3,724,413 1997 amounts pending distribution to participants 126,546 126,546 (126,546) - 1996 amounts pending distribution to participants - - - - -------- -------- ---------- ---------- Per Form 5500 $126,546 $996,198 $4,264,274 $3,724,413 -------- -------- ---------- ---------- -------- -------- ---------- ----------
6. RECLASSIFICATION Certain information in the accompanying statement of changes in net assets available for benefits, with fund information as of December 31, 1996, and for the year then ended, has been reclassified with the December 31, 1997, presentation. 13 Schedule I TRO LEARNING, INC. SAVINGS/RETIREMENT PLAN ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES As of December 31, 1997 Employer Identification Number 41-1646390, Plan Number 001
Market Description of Investment Cost (1) Value *Scudder Mutual Funds- Cash Investment Trust $ - $ 223,374 Income Fund - 241,678 Growth & Income Fund - 1,389,224 Large Company Value Fund - 804,773 Global Fund - 449,607 Global Discovery Fund - 288,566 International Fund - 53,215 Managed Retirement Trust - - American Century Ultra Fund - 399,740 Pathway Series--Balanced Fund - 174,827 *TRO Learning, Inc. Company Stock - 285,203 Participant loans** - 80,613 ------ ---------- $ - $4,390,820 ------ ---------- ------ ----------
*Represents party-in-interest. **Participant loan interest rates- Highest--8% Lowest--7% (1) Historical cost information could not be obtained from the Plan's trustee. The accompanying notes are an integral part of this schedule. 14 TRO LEARNING, INC. SAVINGS/RETIREMENT PLAN ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS (1) For the Year Ended December 31, 1997 Employer Identification Number 41-1646390, Plan Number 001
(2) Purchases Sales Purchase Selling Cost of Net Gain Description Price Price Asset (Loss) *Scudder Mutual Funds- Cash Investment Trust $589,875 $742,057 $ - $ - Growth & Income Fund 418,636 279,978 - - Large Company Value Fund 180,849 251,559 - - Global Fund 160,965 202,251 - - Managed Retirement Trust 11,304 179,860 - - *TRO Learning, Inc. Company Stock 828,930 706,420 - - American Century Ultra Fund 978,913 862,034 - - Pathway Series--Balanced Fund 186,280 26,457 - - ------- ------- ------- ------- ------- ------- ------- -------
*Represents party-in-interest transaction. (1) Represents transactions or a series of transactions in excess of 5% of the fair value of plan assets at the beginning of the year. (2) Historical cost information could not be obtained from the Plan's trustee. The accompanying notes are an integral part of this schedule. 15 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report included in the registration statement and to the incorporation by reference in the registration statement of our report dated June 10, 1998, included in the TRO Learning, Inc.'s Form 11-K for the year ended December 31, 1997, and to all references to our firm included in the registration statement. ARTHUR ANDERSEN LLP Chicago, Illinois June 10, 1998 16 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, 1998. TRO LEARNING, INC. SAVINGS/RETIREMENT PLAN By: /s/Andrew N. Peterson ---------------------- Trustee 17 -----END PRIVACY-ENHANCED MESSAGE-----