6-K 1 pson200502176k.txt HOLDING(S) IN COMPANY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------------------------------------------- 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 February, 2005 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 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- This Report includes the following documents: 1. A press release from Pearson plc announcing Holding(s) in Company TO: RNS Notification of change in interest in shares We write in accordance with rule 9.12, under the Continuing Obligations section of the List Rules, to notify you that on 16 February 2005 we received notification that, pursuant to section 198 of the Companies Act 1985, the shareholding of Franklin Resources, Inc., and its affiliates which equates to 80,405,466 shares, now represents 10.0073% of the issued ordinary share capital of Pearson plc. The registered holders of the shares are listed on the schedules attached to this fax. FROM: Michaella Henderson Assistant Company Secretary PEARSON PLC SCHEDULE PEARSON PLC Outstanding Shares 803,465,794 Registered Holder No. of Shares % of Class Bank of New York, London 4,162,158 0.5180% Citibank Nominees Ltd. 786,364 0.0979% Clydesdale Bank Plc 862,210 0.1073% Euroclear Bank SA 38,254 0.0048% HSBC Bank PLC 976,067 0.1215% JP Morgan/Chase Bank 59,240,580 7.3731% Mellon Trust 2,947,688 0.3669% Merrill Lynch 809,752 0.1008% Northern Trust Company 1,742,415 0.2169% Royal Trust Corp of Canada 2,650,791 0.3299% State Street Nominees Limited 6,189,187 0.7703% TOTAL 80,405,466 10.0073% 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: 17 February, 2005 By: /s/ STEPHEN JONES ----------------------- Stephen Jones Deputy Secretary