Reed Elsevier Capital Inc
O Electronic Proof This proof may not fit on letter-sized (8.5 x 11 inch) paper. If copy is cut off, please print to larger, e.g., legal-sized (8.5 x 14 inch) paper. Accuracy of proof is guaranteed ONLY if printed to a PostScript printer using the correct PostScript driver for that printer make and model. PROSPECTUS SUPPLEMENT (To Prospectus dated April 17, 2001) Reed Elsevier Capital Inc. $550,000,000 6.125% Notes due 2006 $550,000,000 6.750% Notes due 2011 4500,000,000 5.750% Notes due 2008 Fully and Unconditionally Guaranteed Jointly and Severally by Reed International P.L.C. and Elsevier NV This is an oÅering by Reed Elsevier Capital Inc. of an aggregate of $550,000,000 6.125% notes due 2006 (the ""U.S. Dollar 6.125% Notes''), an aggregate of $550,000,000 6.750% notes due 2011 (the ""U.S. Dollar 6.750% Notes,'' and together with the U.S. Dollar 6.125% Notes, the ""U.S. Dollar Notes'') and an aggregate of 4500,000,000 5.750% notes due 2008 (the ""Euro Notes,'' and together with the U.S. Dollar Notes, the ""Notes''). The Notes will be unsecured senior obligations of Reed Elsevier Capital Inc. and will be fully and unconditionally guaranteed jointly and severally by Reed International P.L.C. and Elsevier NV (the ""Guarantees''). Interest on the U.S. Dollar 6.125% Notes and the U.S. Dollar 6.750% Notes will be payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2002.
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