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 November 2002
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
20 November 2002
The Manager
Company Announcements Office
Primary Markets Division
The London Stock Exchange Tower
Old Broad Street
London EC2N 1HP
Dear Sirs
Pearson plc (the "Company") today announces the following changes in directors'
interests in Pearson ordinary shares of 25p each ("Shares").
1. Release of Shares to Dennis Stevenson on maturity of long-term
incentive award.
On 19 November 2002 Dennis Stevenson received 76,670 Shares without payment as a
result of the maturity of an award granted to him in 1997 under the Pearson
Incentive Share Plan.
The performance test was Pearson total shareholder return relative to the FT-SE
100 total return index over the period May 1997 to April 2002. The terms of
this award were such that the maximum number of shares vested if the ratio of
Pearson to FT-SE 100 total return was 125% or more. Pearson's total
shareholder return was 46.7% over the period and the FT-SE 100's was 36.6%, a
ratio of 127.6%. As a consequence, all conditions were met in full and Dennis
Stevenson received the maximum number of shares available together with the
rolled-up scrip, dividend re-investment plan or cash dividends.
30,668 of these 76, 670 Shares were sold on the same day to meet tax liabilities
on the receipt of these Shares. The market value of a Share on 19 November 2002
was 672p.
As a result of the above transactions, Dennis Stevenson now has a beneficial
interest in 161,894 Shares.
The Shares required to satisfy this award were transferred to Dennis Stevenson
by Pearson Employee Share Trustees Limited (the "UK Trust") as trustee of the
Pearson Employee Share Trust (the "UK Trustee").
As a result of this release of Shares to Dennis Stevenson, the UK Trustee now
holds 175,402 Shares. As the UK Trust is a discretionary trust under which all
employees (including executive directors) of the Pearson group are potential
beneficiaries, each executive director of the Company is treated for Companies
Act purposes as interested in these 175,402 Shares.
2. Release of matured Shares under the Pearson Reward Plan
In 1999 the Company established the Pearson Reward Plan to provide a long-term
share incentive for executives of the Company. Mourant & Co. Trustees Limited,
as trustee of the Pearson Employee Share Ownership Trust (the "Jersey Trust"),
holds the Shares to satisfy these awards. As the Jersey Trust is a discretionary
trust under which all employees (including executive directors) of the Pearson
group are potential beneficiaries, each executive director is treated for
Companies Act purposes as interested in the shares held by the Jersey Trust.
On 19 November 2002, 33,835 Shares were released to participants in the Reward
Plan who have left Pearson's employment. As a result of this release of Shares,
the number of Shares held by the Jersey Trust has reduced from 884,614 Shares to
850,779 Shares.
3. Award of Restricted Shares under the Long-Term Incentive Plan
On 19 November 2002, in relation to the Company's annual bonus share matching
plan, the Company awarded Restricted Shares to the following executive directors
under the Pearson Long-Term Incentive Plan (the Plan):
Restricted Shares
M M Scardino 5,869
J C Makinson 2,907
D C M Bell 2,440
P Jovanovich 2,222
These Restricted Shares will vest on 29 April 2004 provided the Company's
adjusted earnings per share increase in real terms by an average of 3% per annum
over the five-year period 1999 to 2003 by comparing earnings per share for 1998
with those for 2003.
Yours faithfully
PEARSON plc
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: 20 November 2002
By: /s/ STEPHEN JONES
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Stephen Jones
Deputy Secretary