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[ As filed with the Securities and Exchange Commission on August 8, 2000 Registration No. 333-43198 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PEARSON plc (Exact name of registrant as specified in its charter) England and Wales 2731 Not Required (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification Number) 3 Burlington Gardens Pearson Inc. London, England W1X 1LE 1330 Avenue of the Americas 44-20-7411-2000 New York, New York 10019 (Address, including zip code, and telephone number, (212) 641-2400 including area code, of registrant's principal executive (Name, address, including zip code, and telephone number, offices) including area code, of agent for service) Copies to: Charles E. Engros Robert M. Thomas, Jr. Morgan, Lewis & Bockius LLP Sullivan & Cromwell 101 Park Avenue 125 Broad Street New York, New York 10178 New York, New York 10004 (212) 309-6000 (212) 558-4000 Fax: (212) 309-6273 Fax: (212) 558-3588 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ፤ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. អ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. អ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. អ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. អ The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Subject to completion. Dated August 8, 2000. Rights Offering of Ordinary Shares and American Depositary Shares Pearson plc is offering holders of its ordinary shares transferable rights to subscribe for new ordinary shares at a price of £10 per share. Pearson plc is also offering holders of its American Depositary Shares, or ADSs, each of which represents one ordinary share, transferable rights to subscribe for new ADSs at the US dollar equivalent of £10 per share. A UK tax of 1.5% per share is payable by approximately each holder of an ADS who exercises an ADS right. At current exchange rates, £10 represents $15. We intend to use the net proceeds of this rights offering to finance our pending acquisition of National Computer Systems, Inc., or NCS. · We will grant three transferable share rights for every 11 ordinary shares you own of record egistration statement filed with the Securities and Exchange in any jurisdiction where the offer or sale is not permitted. on July 28, 2000. · We will grant three transferable ADS rights for every 11 ADSs you own of record on July 28, 2000. · We have made arrangements for you to elect to pay the subscription price in US dollars. · Share rights expire on September 1, 2000 and ADS rights expire on August 30, 2000. Goldman Sachs International and Cazenove & Co. have agreed, severally, to underwrite up to 150,000,000 of the 170,528,278 shares offered in the rights offering. A portion of the underwritten shares may be sold or resold by the underwriters under this prospectus in the United States by selling agents of the underwriters. Our ordinary shares are traded on the London Stock Exchange and the ADSs have been trading in the over-the-counter market in the US. On July 28, 2000, the last reported sale of an ordinary share on the London Stock Exchange was £20.10. We will apply to list the ADRs evidencing ADSs on the New York Stock Exchange under the symbol ``PSO''. We do not intend to list the ADS rights, but you may trade them in the over-the-counter market. The share rights will trade on the London Stock Exchange. See ``Risk Factors'' on page 11 to read about factors you should consider before buying ordinary shares or ADSs. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Assuming the rights are exercised in full, our gross proceeds from the rights offering will be approximately £1.7 billion or $2.6 billion. We estimate that our expenses in connection with the offering, including the underwriting fee we expect to pay, will be approximately £15 million or $22.5 million. As a result, the net proceeds to us will be approximately £1.69 billion or $2.54 billion. Joint Global Coordinators Goldman Sachs International Cazenove & Co. Goldman, Sachs & Co. Cazenove Inc. The information in this preliminary prospectus is not complete and may be changed. These securities sold until the r Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek buy these securities Prospectus dated , 2000. PRESENTATION OF FINANCIAL INFORMATION; EXCHANGE RATE INFORMATION We have prepared the financial information contained in this prospectus in accordance with UK GAAP, which differs in significant respects from US GAAP. We describe these differences in ``Management's Discussion and Analysis of Financial Condition and Results of OperationsÐ Accounting Principles'', and in Note 34 to our consolidated financial statements included in this prospectus. Unless we indicate otherwise, any reference in this prospectus to our consolidated financial statements is to the consolidated financial statements and the related notes, included elsewhere in this prospectus. We publish our consolidated financial statements in sterling. We have included, however, references to other currencies. In this prospectus: · references to ``sterling'', ``pounds'', ``pence'' or ``£'' are to the lawful currency of the United Kingdom, · references to ``euro'' or ``Y'' are to the euro, the single currency established by the European Monetary Union, and · references to ``US dollars'', ``cents'' or ``$'' are to the lawful currency of the United States. For convenience and except where we specify otherwise, we have translated some sterling figures into US dollars at the rate of £1.00 = $1.51, the noon buying rate in The City of New York for cable transfers and foreign currencies as certified by the Federal Reserve Bank of New York for customs purposes on June 30, 2000. We do not make any representation that the amounts of sterling have been, could have been or could be converted into US dollars at the rates indicated. The following table sets forth, for the periods indicated, information concerning the noon buying rate for sterling, expressed in US dollars per sterling. The average rate is calculated by using the average of the noon buying rates in The City of New York on each day during a monthly period, and on the last day of each month during an annual period. Month High Low End Average Rate August (through August 4) ................... $1.50 $1.49 $1.50 $1.50 July 2000 ............................... $1.52 $1.49 $1.50 $1.51 June 2000 ............................... $1.52 $1.49 $1.51 $1.51 May 2000 ............................... $1.56 $1.47 $1.50 $1.51 April 2000 ............................... $1.60 $1.56 $1.56 $1.58 March 2000 .............................. $1.59 $1.57 $1.59 $1.58 February 2000 ............................ $1.62 $1.58 $1.58 $1.60 January 2000 ............................. $1.65 $1.62 $1.62 $1.64 Six Months Ended June 30, 2000 High Low End Average Rate $1.65 $1.47 $1.51 $1.57 Year Ended December 31 High Low End Average Rate 1999 ................................... $1.68 $1.55 $1.62 $1.62 1998 ................................... $1.72 $1.61 $1.66 $1.66 1997 ................................... $1.70 $1.58 $1.64 $1.64 1996 ................................... $1.71 $1.49 $1.71 $1.57 1995 ................................... $1.64 $1.53 $1.55 $1.58 ii PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and may not contain all of the information that is important to you. You should read carefully this entire prospectus, including the risk factors and the consolidated financial statements and related notes, before acquiring any ordinary shares or ADSs. In this prospectus, unless the context otherwise requires, references to ``we'', ``us'', ``our'' and ``Pearson'' refer to Pearson plc and its subsidiaries. Introduction Pearson is a global media company with its principal operations in the education, business information, consumer publishing and television markets. We have significant operations in the United States and generate more than half our revenues from that market. On July 31, 2000, we announced an agreement to acquire National Computer Systems, or NCS, for a purchase price of approximately $2.5 billion.
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