<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934


For the Quarter Ended                     APRIL 30, 2001
                     -------------------------------------------------------

Commission File Number                         1-4925
                      ------------------------------------------------------

             HARCOURT GENERAL, INC.
-----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

         DELAWARE                                           04-1619609
-----------------------------------------------------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)


27 BOYLSTON STREET, CHESTNUT HILL, MA                              02467
---------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)


                (617) 232-8200
-----------------------------------------------------------------------------
(Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                  YES   X                   NO
                      ------                   ------


As of June 5, 2001, the number of outstanding shares of each of the issuer's
classes of common stock was:

          CLASS                                              OUTSTANDING SHARES
----------------------------                                 ------------------
Common Stock, $1.00 Par Value                                    55,223,036
Class B Stock, $1.00 Par Value                                   18,110,705

<PAGE>   2
                             HARCOURT GENERAL, INC.

                                    I N D E X

                                                                           PAGE
Part I. FINANCIAL INFORMATION                                             NUMBER

  Item 1. Condensed Consolidated Balance Sheets as of
          April 30, 2001 and October 31, 2000                                 1

          Condensed Consolidated Statements of Operations
          for the Three and Six Months Ended April 30, 2001
          and 2000                                                            2

          Condensed Consolidated Statements of Cash Flows
          for the Six Months Ended April 30, 2001
          and 2000                                                            3

          Notes to Condensed Consolidated Financial Statements             4-6

  Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                              7-10

Part II. OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8-K                                   11

Signatures                                                                   12
<PAGE>   3
                             HARCOURT GENERAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)
                                                    April 30,      October 31,
                                                      2001            2000
                                                   -----------     -----------
                                                   (Unaudited)
ASSETS
Current assets:
  Cash and equivalents                             $    5,283     $   29,150
  Accounts receivable, net                            338,784        509,163
  Inventories                                         299,635        226,977
  Deferred income taxes                               126,252        126,252
  Other current assets                                 32,341         27,917
                                                   ----------     ----------
    Total current assets                              802,295        919,459
                                                   ----------     ----------

Property and equipment, net                           129,070        125,293

Other assets:
  Prepublication costs, net                           408,447        391,011
  Investment in The Neiman Marcus Group, Inc.         162,128        185,225
  Goodwill, net                                     1,330,663      1,358,638
  Other intangible assets, net                         39,279         42,483
  Other                                                58,574         57,684
                                                   ----------     ----------
    Total other assets                              1,999,091      2,035,041
                                                   ----------     ----------

    Total assets                                   $2,930,456     $3,079,793
                                                   ==========     ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable and current maturities of
    long-term liabilities                          $    7,582     $   17,603
  Accounts payable                                    174,287        196,648
  Other current liabilities                           425,384        470,326
  Accrued obligations under lease guarantees          123,981        170,295
                                                   ----------     ----------
   Total current liabilities                          731,234        854,872
                                                   ----------     ----------

Long-term liabilities:
  Notes and debentures                              1,322,984      1,250,453
  Other long-term liabilities                         160,173        154,991
  Deferred income taxes                                75,489         75,489
                                                   ----------     ----------
    Total long-term liabilities                     1,558,646      1,480,933
                                                   ----------     ----------

Shareholders' equity:
  Preferred stock                                         706            727
  Common stock                                         73,321         73,225
  Paid-in capital                                     397,621        369,453
  Accumulated other comprehensive income               15,123         30,313
  Retained earnings                                   153,805        270,270
                                                   ----------     ----------
    Total shareholders' equity                        640,576        743,988
                                                   ----------     ----------

    Total liabilities and shareholders' equity     $2,930,456     $3,079,793
                                                   ==========     ==========

See Notes to Condensed Consolidated Financial Statements.



                                       1
<PAGE>   4

                             HARCOURT GENERAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

(In thousands except
for per share amounts)                           For the Six Months          For the Three Months
                                                    Ended April 30,             Ended April 30,
                                               -----------------------     ------------------------
                                                 2001          2000           2001         2000
                                               ---------     ---------     ---------     ---------
<S>                                            <C>           <C>           <C>           <C>
Revenues                                       $ 861,704     $ 813,220     $ 454,598     $ 410,273

Costs applicable to revenues                     320,436       311,297       164,835       156,400
Selling, general and administrative
  expenses                                       611,957       566,840       315,917       288,493
Corporate expenses                                19,964        11,007        10,051         5,331
                                               ---------     ---------     ---------     ---------

Operating loss                                   (90,653)      (75,924)      (36,205)      (39,951)

Investment and other income                        1,445         9,432           357           911
Interest expense                                 (47,365)      (51,566)      (23,514)      (25,696)
                                               ---------     ---------     ---------     ---------

Loss before income taxes and
  minority interest                             (136,573)     (118,058)      (59,362)      (64,736)

Income tax benefit                                50,532        43,681        21,964        23,952
                                               ---------     ---------     ---------     ---------

Loss before minority interest                    (86,041)      (74,377)      (37,398)      (40,784)

Minority interest in net losses
  of subsidiaries                                     --           815            --           578
                                               ---------     ---------     ---------     ---------

Net loss                                       $ (86,041)    $ (73,562)    $ (37,398)    $ (40,206)
                                               =========     =========     =========     =========

Weighted average number of common and
 common equivalent shares outstanding:
  Basic and diluted shares                        72,874        71,286        72,913        71,501
                                               =========     =========     =========     =========

Basic and diluted amounts per common share:
  Basic and diluted net loss                   $   (1.19)    $   (1.04)    $   (0.52)    $    (.57)
                                               =========     =========     =========     =========

Dividends per share:
  Common Stock                                 $    0.42     $    0.42     $    0.21     $    0.21
                                               =========     =========     =========     =========
  Class B Stock                                $   0.378     $   0.378     $   0.189     $   0.189
                                               =========     =========     =========     =========
  Series A Stock                               $  0.5652     $  0.5652     $  0.2826     $  0.2826
                                               =========     =========     =========     =========
</TABLE>


See Notes to Condensed Consolidated Financial Statements.



                                       2
<PAGE>   5

                             HARCOURT GENERAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

(In thousands)
                                                         For the Six Months
                                                           Ended April 30,
                                                       ----------------------
                                                          2001        2000
                                                       ---------    ---------

Cash flows from operating activities:
  Net loss                                             ($ 86,041)   ($ 73,562)
  Adjustments to reconcile net loss to
        net cash provided by operating activities:
         Amortization of prepublication costs             83,673       73,600
         Depreciation and other amortization              47,403       50,776
         Gain on sale of securities                           --       (7,644)
         Other items                                       7,539        3,128
         Changes in assets and liabilities:
           Accounts receivable                           170,379      184,797
           Inventories                                   (72,658)     (61,989)
           Other current assets                           (4,424)      (2,725)
           Accrued obligations under
             lease guarantees                            (46,314)          --
           Accounts payable and other current
             liabilities                                 (60,738)     (26,101)
                                                       ---------    ---------

Net cash provided by operating activities                 38,819      140,280
                                                       ---------    ---------

Cash flows from investing activities:
  Capital expenditures                                  (121,164)    (113,854)
  Proceeds from sale of securities                            --       12,394
  Other acquisitions and investing activities               (721)          --
                                                       ---------    ---------

Net cash used for investing activities                  (121,885)    (101,460)
                                                       ---------    ---------

Cash flows from financing activities:
  Proceeds from revolving credit
    facilities, net                                       64,573       49,100
  Repayment of debt                                       (2,594)    (125,000)
  Proceeds from issuance of stock                             --       50,000
  Cash dividends paid                                    (30,424)     (29,745)
  Equity swap settlement                                  23,586           --
  Other financing activities                               4,058          567
                                                       ---------    ---------

Net cash provided by (used for) financing activities      59,199      (55,078)
                                                       ---------    ---------

Cash and equivalents
  Decrease during the period                             (23,867)     (16,258)
  Beginning balance                                       29,150       24,144
                                                       ---------    ---------
  Ending balance                                       $   5,283    $   7,886
                                                       =========    =========


See Notes to Condensed Consolidated Financial Statements.



                                       3
<PAGE>   6

                             HARCOURT GENERAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION

     The Condensed Consolidated Financial Statements of Harcourt General, Inc.
     (the Company or Harcourt General) are submitted in response to the
     requirements of Form 10-Q and should be read in conjunction with the
     Consolidated Financial Statements in the Company's Annual Report on Form
     10-K. In the opinion of management, these statements contain all
     adjustments, consisting only of normal recurring accruals, necessary for a
     fair presentation of the results for the interim periods presented. The
     consolidated financial statements include the accounts of Harcourt General
     and its majority-owned subsidiaries. All significant intercompany accounts
     and transactions are eliminated.

     Harcourt General is a leading global multiple-media publisher and service
     provider for the educational, assessment, training and professional
     information markets. The Company's businesses are seasonal in nature, and
     historically the results of operations for these periods have not been
     indicative of the results for the full year.

2.   PENDING SALE OF THE COMPANY

     On October 27, 2000, the Company announced that it had entered into an
     agreement and plan of merger with U.S. affiliates of Reed Elsevier plc, a
     London-based worldwide publisher (Reed), to sell the Company for $59.00 per
     common share and $77.29 per share of Series A Cumulative Convertible Stock
     in cash. The agreement provides for a cash tender offer, (on the condition
     that the number of shares tendered represent at least a majority in voting
     power (on a fully diluted basis) of the outstanding common stock), and
     following completion of the tender offer, a second-step merger in which the
     remaining shares of the Company will be exchanged for the same cash
     consideration. Reed has entered into an agreement with The Thomson
     Corporation (Thomson) pursuant to which it has agreed to sell portions of
     the Company's business to Thomson immediately after consummation of the
     merger. Completion of the transaction is subject to clearance of the tender
     offer and the Thomson transaction under applicable antitrust laws, as well
     as other customary closing conditions.

3.   LOSS PER SHARE

     Pursuant to the provisions of Statement of Financial Accounting Standards
     No. 128, "Earnings per Share," the net loss and the number of weighted
     average shares used in computing basic and diluted loss per share are as
     follows:

<TABLE>
<CAPTION>
                                       Six Months Ended      Three Months Ended
                                    ---------------------   ---------------------
(In thousands)                      April 30,   April 30,   April 30,   April 30,
                                      2001        2000        2001        2000
                                    ---------   ---------   ---------   ---------
<S>                                 <C>         <C>         <C>         <C>
Net loss                            ($86,041)   ($73,562)   ($37,398)   ($40,206)
Less: dividends on Series A
  Cumulative Convertible Stock          (398)       (458)       (199)       (228)
Less: effect of equity swap
  agreement                             (287)         --          --          --
                                    --------    --------    --------    --------

Net loss for computation of basic
  and diluted loss per share        ($86,726)   ($74,020)   ($37,597)   ($40,434)
                                    ========    ========    ========    ========

</TABLE>



                                       4
<PAGE>   7

                             HARCOURT GENERAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

3.   LOSS PER SHARE (CONTINUED)

     The shares used for the computation of both basic and diluted loss per
     share were 72,874,000 and 71,286,000 shares for the six months ended April
     30, 2001 and 2000, respectively. The shares used for the computation of
     both basic and diluted loss per share were 72,913,000 and 71,501,000 for
     the three months ended April 30, 2001 and 2000, respectively.

     Options to purchase 3,209,887 and 3,342,256 shares of common stock and the
     assumed conversion of 706,000 and 808,000 shares of Series A Cumulative
     Convertible Stock were not included in the computation of diluted loss per
     share because of the net loss in both the six months and the three months
     ended April 30, 2001 and 2000, respectively.

4.   COMPREHENSIVE LOSS

     Total comprehensive loss amounted to $101.2 million and $74.6 million for
     the six months ended April 30, 2001 and 2000, respectively. Comprehensive
     loss differs from net loss primarily due to unrealized gains or losses on
     the Company's investment in The Neiman Marcus Group, Inc.

5.   OPERATING SEGMENTS

     The Company has four reportable segments: Education Group, Higher Education
     Group, Corporate and Professional Services Group and Worldwide Scientific,
     Technical and Medical (STM) Group. The Education Group consists of the
     Company's K-12 and supplemental and trade publishing operations. The Higher
     Education Group includes college, distance learning and graduate test
     preparation businesses. The Corporate and Professional Services Group is
     comprised of testing and related services, career counseling and
     technology-based IT and human resources training. The Worldwide STM Group
     includes the Company's scientific, technical and medical publishing
     businesses and its international publishing and distribution operations.
     Other includes unallocated corporate items. The Company's senior management
     evaluates the performance of the Company's assets on a consolidated basis.
     Therefore, separate financial information for the Company assets on a
     segment basis is not presented.

     The following tables set forth the information for the Company's reportable
     segments for the six months and three months ended April 30:


<TABLE>
<CAPTION>
(In thousands)
                                               Six Months Ended         Three Months Ended
                                            ----------------------    ----------------------
                                            April 30,    April 30,    April 30,    April 30,
                                              2001         2000         2001         2000
                                            ---------    ---------    ---------    ---------
<S>                                         <C>          <C>          <C>          <C>
REVENUES:

Education Group                             $ 144,509    $ 124,306    $  90,169    $  74,795
Higher Education Group                        127,902      135,034       50,741       51,121
Corporate and Professional Services Group     265,532      222,639      147,930      120,882
Worldwide STM Group                           323,761      331,241      165,758      163,475
                                            ---------    ---------    ---------    ---------
 Total                                      $ 861,704    $ 813,220    $ 454,598    $ 410,273
                                            =========    =========    =========    =========

OPERATING EARNINGS (LOSS):

Education Group                             ($106,591)   ($ 95,236)   ($ 40,764)   ($ 36,672)
Higher Education Group                        (13,572)      (9,982)     (21,034)     (18,824)
Corporate and Professional Services Group       1,463          489        7,502        1,812
Worldwide STM Group                            48,011       39,812       28,142       19,064
Other                                         (19,964)     (11,007)     (10,051)      (5,331)
                                            ---------    ---------    ---------    ---------
 Total                                      ($ 90,653)   ($ 75,924)   ($ 36,205)   ($ 39,951)
                                            =========    =========    =========    =========
</TABLE>



                                       5
<PAGE>   8

                             HARCOURT GENERAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

6.   ACQUISITION LIABILITIES

     The roll-forward of the acquisition reserves since October 31, 2000 is as
     follows:

                                  Unfulfilled
                                  Contractual
(in millions)         Facilities  Obligations  Other    Total
                      ----------  -----------  -----   -------

Balance at
 October 31, 2000      $17.0         $3.1      $6.3     $26.4

Payments                (2.1)         --       (0.4)     (2.5)
                       -----         ---       ----     -----

Balance at
 April 30, 2001        $14.9         $3.1      $5.9     $23.9
                       =====         ====      ====     =====


7.   SETTLEMENT OF EQUITY SWAP AGREEMENT

     On April 20, 2000 the Company issued 1,372,213 shares of common stock at a
     price of $36.44 per share in a private placement to Salomon Smith Barney
     Inc., acting as agent for Citibank, N.A. The net proceeds of $50.0 million
     were used to partially finance the repayment of the Company's 9.5%
     subordinate notes, which matured in March 2000. Concurrently with the
     offering, the Company entered into an equity swap agreement with Citibank,
     N.A. for a notional amount of $50.0 million. During the first quarter of
     fiscal 2001, the Company elected to settle the agreement in cash, and
     received $23.6 million based on the price of the Company's stock at the
     settlement dates. The common stock issued and the related equity swap were
     accounted for together as an equity instrument. At settlement, the fair
     value of the equity swap was recorded as an adjustment to paid-in capital.

8.   ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING

     In the first quarter of fiscal 2001, the Company adopted Statement of
     Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
     Instruments and Hedging Activities," and SFAS No. 138, which amended
     certain provisions of SFAS No. 133 to clarify four areas causing
     difficulties in implementation. The adoption of these standards did not
     have a material effect on the Company's consolidated financial position or
     results of operations.



                                       6
<PAGE>   9

                             HARCOURT GENERAL, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS
                              ---------------------

The following table illustrates revenues and operating earnings (loss) by
business segment for the six months and three months ended April 30:

<TABLE>
<CAPTION>
                                               Six Months Ended         Three Months Ended
                                            ----------------------    ----------------------
                                            April 30,    April 30,    April 30,    April 30,
(In thousands)                                2001         2000         2001         2000
                                            ---------    ---------    ---------    ---------
<S>                                         <C>          <C>          <C>          <C>
REVENUES:

Education Group                             $ 144,509    $ 124,306    $  90,169    $  74,795
Higher Education Group                        127,902      135,034       50,741       51,121
Corporate and Professional Services Group     265,532      222,639      147,930      120,882
Worldwide STM Group                           323,761      331,241      165,758      163,475
                                            ---------    ---------    ---------    ---------
  Total revenues                            $ 861,704    $ 813,220    $ 454,598    $ 410,273
                                            =========    =========    =========    =========

OPERATING EARNINGS (LOSS):

Education Group                             ($106,591)   ($ 95,236)   ($ 40,764)   ($ 36,672)
Higher Education Group                        (13,572)      (9,982)     (21,034)     (18,824)
Corporate and Professional Services Group       1,463          489        7,502        1,812
Worldwide STM Group                            48,011       39,812       28,142       19,064
Corporate expenses                            (19,964)     (11,007)     (10,051)      (5,331)
                                            ---------    ---------    ---------    ---------
 Total operating loss                       ($ 90,653)   ($ 75,924)   ($ 36,205)   ($ 39,951)
                                            =========    =========    =========    =========
</TABLE>


SIX MONTHS ENDED APRIL 30, 2001 COMPARED TO SIX MONTHS ENDED APRIL 30, 2000

EDUCATION GROUP

Revenues from the Education Group increased $20.2 million, or 16.3%, in the
first six months of fiscal 2001. The increase was primarily attributable to
higher K-12 science program sales, elementary social studies and secondary
language arts program sales.

The Education Group incurred an operating loss of $106.6 million in the first
six months of fiscal 2001, increasing by $11.4 million from a loss of $ 95.2
million in the first six months of fiscal 2000. The loss was primarily as a
result of higher sampling and plate amortization costs by the Company's K-12
publishers.

HIGHER EDUCATION GROUP

Revenues from the Higher Education Group decreased $7.1 million or 5.3% to
$127.9 million in the first six months of fiscal 2001 from $135.0 million in the
first six months of fiscal 2000. The decrease was primarily due to the lower
sales of college product and, to a lesser extent, the sale of the professional
publishing business in fiscal 2000.

Operating loss from the Higher Education Group increased $3.6 million, or 36.0%,
in the first six months of fiscal 2001. The increase resulted primarily from the
lower sales of college product, as well as higher selling and marketing
expenses.



                                       7
<PAGE>   10

                             HARCOURT GENERAL, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

CORPORATE AND PROFESSIONAL SERVICES GROUP

Revenues from the Corporate and Professional Services Group increased $42.9
million or 19.3% to $265.5 million in the six months ended April 30, 2001 from
$222.6 million in the prior year. The increase was primarily attributable to
strong revenue growth at DBM, the Group's outplacement business, and to higher
scoring and consulting revenues at The Psychological Corporation, the Group's
testing and assessment business.

Operating earnings from the Corporate and Professional Services Group increased
$1.0 million to 1.5 million in the six months ended April 30, 2001 from $0.5
million in the prior year period. The increase was primarily due to higher sales
at DBM, offset in part by higher losses at NETg.

WORLDWIDE SCIENTIFIC, TECHNICAL AND MEDICAL (STM) GROUP

Revenues from the Worldwide STM Group decreased $7.5 million or 2.3% to $323.8
million in the six months ended April 30, 2001 from $331.2 million in the prior
year. The decrease was primarily due to lower journal sales and lower book sales
at Harcourt Health Sciences, due to the discontinuance of a medical journal, and
lower international sales offset in part by higher journal revenues at Academic
Press.

Operating earnings from the Worldwide STM Group increased $8.2 million, or
20.6%, in the six months ended April 30, 2001. The increase was primarily due to
the higher revenues at Academic Press.

CORPORATE EXPENSES

Corporate expenses increased $9.0 million or 81.4%, to $20.0 million in the
first six months of fiscal 2001. The increase reflects professional fees
incurred relative to the anticipated sale of the Company.

INVESTMENT AND OTHER INCOME

Investment and other income decreased $8.0 million to $1.4 million in the six
months ended April 30, 2001. Investment and other income for the six months
ended April 30, 2000 included a $7.6 million gain from the sale of securities.

INTEREST EXPENSE

Interest expense decreased $4.2 million to $47.4 million in the six months ended
April 30, 2001 primarily due to lower effective interest rates.

THREE MONTHS ENDED APRIL 30, 2001 COMPARED TO THREE MONTHS ENDED APRIL 30, 2000

EDUCATION GROUP

Revenues from the Education Group increased $15.4 million, or 20.6%, in the
three months ended April 30, 2001. The increase was primarily attributable to
higher elementary math, reading and science program sales. Secondary language
arts and science program sales also contributed to the increase.

The Education Group incurred an operating loss of $40.8 million in the three
months ended April 30, 2001, increasing by $4.1 million from a loss of $ 36.7
million in the three months ended April 30, 2000. The loss increased primarily
as a result of higher plate amortization costs as well as higher sampling,
selling and marketing expenses.




                                       8
<PAGE>   11

                             HARCOURT GENERAL, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

THREE MONTHS ENDED APRIL 30, 2001 COMPARED TO THREE MONTHS ENDED APRIL 30, 2000
(CONTINUED)

HIGHER EDUCATION GROUP

Revenues from the Higher Education Group decreased $0.4 million to $50.7 million
in the three months ended April 30, 2001 from $51.1 million in the three months
ended April 30, 2000. Revenues from the college publishing, distance learning
and professional education businesses were essentially the same as in the prior
period.

The Higher Education Group incurred an operating loss of $21.0 million in the
three months ended April 30, 2001, increasing by $2.2 million from a loss of
$18.8 million in the three months ended April 30, 2000. The increase resulted
primarily from higher selling and marketing expenses.

CORPORATE AND PROFESSIONAL SERVICES GROUP

Revenues from the Corporate and Professional Services Group increased $27.0
million or 22.4% to $147.9 million in the three months ended April 30, 2001 from
$ 120.9 million in the prior year. The increase was primarily attributable to
significantly higher revenues at DBM, the Group's outplacement business. The
Group's testing and assessment business also contributed to the higher revenues.

Operating earnings at the Corporate and Professional Services Group were $7.5
million compared to $1.8 million in the prior year period. The increase was
primarily due to the higher revenues at DBM.

WORLDWIDE STM GROUP

Revenues from the Worldwide STM Group increased $2.3 million or 1.4% to $165.8
million in the three months ended April 30, 2001 from $ 163.5 million in the
prior year primarily due to higher journal sales by Academic Press.

Operating earnings from the Worldwide STM Group increased $9.1 million to $28.1
million in the three months ended April 30, 2001. The increase was primarily due
to the higher revenues at Academic Press.

CORPORATE EXPENSES

Corporate expenses increased $4.7 million or 88.5% from $5.3 million in the
prior year. The increase reflects professional fees incurred relative to the
anticipated sale of the Company.

INVESTMENT AND OTHER INCOME

Investment and other income decreased $0.5 million to $0.4 million in the three
months ended April 30, 2001.

INTEREST EXPENSE

Interest expense decreased $2.2 million in the three months ended April 30, 2001
primarily due to lower effective interest rates.




                                       9
<PAGE>   12

                             HARCOURT GENERAL, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

                         LIQUIDITY AND CAPITAL RESOURCES
                         -------------------------------

The following discussion analyzes liquidity and capital resources by operating,
investing and financing activities as presented in the Company's condensed
consolidated statements of cash flows.

Cash provided by operating activities for the six months ended April 30, 2001
was $38.8 million compared to $140.3 million in the prior year period. The cash
provided by the Company's operations and borrowings under its revolving credit
facility was sufficient to fund working capital, capital expenditures and the
Company's dividend requirements. The most significant items affecting working
capital were seasonal decreases of $170.4 million in accounts receivable and
$60.7 million in accounts payable and other current liabilities. Additionally
the Company paid $46.3 million of accrued obligations under lease guarantees.

Cash flows used by investing activities were $121.9 million for the six months
ended April 30, 2001 and consisted primarily of expenditures for prepublication
costs. Capital expenditures are expected to approximate $265.0 million in fiscal
2001.

During the first quarter of fiscal 2001, the Company settled its equity swap
agreement for a total of $23.6 million in cash, based on the price of the
Company's common stock at settlement dates.

At April 30, 2001, the Company had $285.0 million available under its $750.0
million revolving credit agreement, which expires in July 2002. The Company
believes its cash on hand, cash generated from operations and its current and
future debt capacity will be sufficient to fund its planned capital growth,
operating and dividend requirements.

On October 27, 2000, the Company announced that it had entered into an agreement
and plan of merger with U.S. affiliates of Reed Elsevier plc, a London-based
worldwide publisher (Reed), to sell the Company for $59.00 per common share and
$77.29 per share of Series A Cumulative Convertible Stock in cash. The agreement
provides for a cash tender offer, (on the condition that the number of shares
tendered represent at least a majority in voting power (on a fully diluted
basis) of the outstanding common stock), and following completion of the tender
offer, a second-step merger in which the remaining shares of the Company will be
exchanged for the same cash consideration. Reed has entered into an agreement
with The Thomson Corporation (Thomson) pursuant to which it has agreed to sell
portions of the Company's business to Thomson immediately after consummation of
the merger. Completion of the transaction is subject to clearance of the tender
offer and the Thomson transaction under applicable antitrust laws, as well as
other customary closing conditions.

FORWARD-LOOKING STATEMENTS

Statements in this report referring to the expected future plans and performance
of the Company are forward-looking statements. Actual future results may differ
materially from such statements. Factors that could affect future performance in
the Company's businesses include, but are not limited to: the Company's ability
to develop and market its products and services; the relative success of the
products and services offered by competitors; integration of acquired
businesses; the seasonal and cyclical nature of the markets for the Company's
products and services; changes in economic conditions; changes in public funding
for the Company's educational products and services; and changes in purchasing
patterns in the Company's markets.



                                       10
<PAGE>   13

                                     PART II

Item 6. Exhibits and Reports on Form 8-K.

(a)  EXHIBITS

     None.

(b)  REPORTS ON FORM 8-K

     The Company did not file any reports on Form 8-K during the quarter ended
     April 30, 2001.


                                       11
<PAGE>   14

                                   SIGNATURES

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 hereunto duly authorized.


HARCOURT GENERAL, INC.


Date: June 14, 2001                /s/ John R. Cook
                                   --------------------------
                                   John R. Cook
                                   Senior Vice President and
                                   Chief Financial Officer

Date: June 14, 2001                /s/ Catherine N. Janowski
                                   --------------------------
                                   Catherine N. Janowski
                                   Vice President and
                                   Controller



                                       12