6-K 1 pson200602286k.txt HOLDING(S) IN COMPANY -------------------------------------------------------------------------------- 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 2006 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 Letter to RNS Letter dated 28 February 2006 Notification of Change in Interest in Shares We write in accordance with rule 9.12, under the continuing obligations section of the Listing Rules, to notify you that we have today received information that, pursuant to section 198 of the Companies Act 1985, the shareholding of Franklin Resources, Inc. equals 103,908,285 shares, representing 12.92% of the issued share capital of Pearson plc. The registered holders of the shares are listed on the schedule below. Schedule PEARSON PLC Outstanding Shares 804,360,971 Registered Holder No.of Shares % of class Bank of New York, London 3,406,254 0.4235% Bank of New York, Europe 10,854 0.0013% CEDE 42 0.0000% Citibank Nominees Ltd. 1,023,326 0.1272% Clydesdale Bank PLC 737,910 0.0917% Euroclear Bank SA 38,407 0.0048% HSBC Bank PLC 861,939 0.1072% JP Morgan/Chase Bank 76,825,267 9.5511% Mellon Trust 4,460,868 0.5546% Merrill Lynch 1,434,638 0.1784% Northern Trust Company 2,614,634 0.3251% Royal Trust Corp of Canada 3,782,010 0.4702% State Street Nominees Limited 8,712,136 1.0831% TOTAL 103,908,285 12.92% Letter from Pearson Plc 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: 28 February 2006 By: /s/ STEPHEN JONES ----------------------- Stephen Jones Deputy Secretary