UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2003
PEARSON plc
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant's name into English)
80 Strand
London, England WC2R 0RL
44-20-7010-2000
(Address of principal executive office)
Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
Indicate by check mark whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
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This Report includes the following documents:
1. A press release from Pearson plc announcing: Director Shareholding
30 June 2003
RNS
The London Stock Exchange
Old Broad Street
London EC2N 1HP
Dear Sirs
Pearson plc (the Company)
The Company wishes to notify the following changes in Directors' interests
arising out of the release of "matching shares" under its Annual Bonus Share
Matching Plan (the Plan).
On 27 June 2003, participants became entitled to ordinary shares in the Company
(shares) on maturity of their right to "matching shares" under the rules of the
Plan. Under the Plan, participants who invest their after-tax bonus in shares
become entitled, without payment, to "matching shares" on a one-for-two basis if
a corporate performance target is met over a three-year period, and on a
one-for-one basis if a further corporate performance target is met over a
five-year period. In relation to awards made on 25 June 1998 the three-year
performance target was met in 2001, but the five-year performance target was not
met in 2003. Accordingly, under the rules, participants are now only entitled to
matching shares on a one-for-two basis.
The pre-tax number of matching shares to which executive Directors became
entitled is as follows.
Name of director Number of shares
Marjorie Scardino 3,900
John Makinson 2,293
The rules require that sufficient shares are sold to discharge the PAYE income
tax liability on the shares released. In consequence, the shares set out in the
second column below were sold on 27 June 2003 at a price of 572.75p per share,
leaving the after-tax number of shares set out the final column below.
Name of director Number of shares sold Number of shares retained
Marjorie Scardino 1,599 2,301
John Makinson 941 1,352
As a result, the executive Directors named above are interested in the following
shares (excluding shares to which they may become entitled, subject to
satisfaction of any relevant conditions, under the Company's employee share
schemes):
Name of director Number of shares
Marjorie Scardino 90,741
John Makinson 38,683
The shares required to satisfy these awards have been sourced from two employee
benefit trusts established by the Company. Each executive Directors is deemed
for Companies Act purposes to be interested in all the shares held by these
trusts. As a result of the release of shares described above, the number of
shares held by Pearson Employee Share Trust Limited designation 'A' (as trustee
of the Pearson Employee Share Trust) is now 26,513 shares (representing 0.003%
of the Company's issued ordinary share capital), and the number of shares held
by Mourant & Co Trustees Limited (as trustee of the Pearson plc Employee Share
Ownership Trust) is 745,352 shares (representing 0.093% of the Company's issued
ordinary share capital).
Yours faithfully
Stephen Jones
Deputy Secretary
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PEARSON plc
Date: 30 June 2003
By: /s/ STEPHEN JONES
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Stephen Jones
Deputy Secretary