<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
    OF 1934

For the fiscal year ended June 30, 1997  or

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

For the transition period from __________ to __________

                          Commission file number 1-9860

                            BARR LABORATORIES, INC.
                            -----------------------
             (Exact name of Registrant as specified in its charter)

         NEW YORK                                                 22-1927534
(State or Other Jurisdiction of                              (I.R.S. - Employer
Incorporation or Organization)                               Identification No.)

          TWO QUAKER ROAD, P. O. BOX 2900, POMONA, NEW YORK 10970-0519
          ------------------------------------------------------------
                    (Address of principal executive offices)

                                  914-362-1100
                                  ------------
                         (Registrant's telephone number)

Securities registered pursuant to Section              Name of each exchange on
            12(b) of the Act:                              which registered:
           Title of each class
      Common Stock, Par Value $0.01                     American Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
                             None (Title of Class)

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
     ---         ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting stock of the Registrant held by
nonaffiliates was approximately $304,815,280 as of June 30, 1997 (assuming
solely for purposes of this calculation that all Directors and Officers of the
Registrant are "affiliates").

Number of shares of Common Stock, Par Value $.01, outstanding as of June 30,
1997: 21,328,098.

                       DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S 1997 ANNUAL REPORT TO SHAREHOLDERS ARE INCORPORATED
BY REFERENCE IN PART II AND PART IV HEREOF. 
PORTIONS OF THE REGISTRANT'S 1997 PROXY STATEMENT ARE INCORPORATED BY REFERENCE
IN PART III HEREOF.
<PAGE>   2
                                     PART I

ITEM 1.  BUSINESS

Barr Laboratories, Inc. ("Barr" or the "Company") is a leading independent
developer, manufacturer and marketer of high quality generic pharmaceuticals.
The Company ranks among the top ten independent companies in the U.S. generic
pharmaceutical business as measured by net sales and market capitalization.
Barr, which is listed on the American Stock Exchange (AMEX-BRL), also ranks
among the top 50 pharmaceutical companies in the U.S. in terms of overall sales.

Barr manufactures, markets and distributes a wide range of prescription drug
products equivalent to branded pharmaceuticals. The Company's product line is
primarily focused in the following therapeutic categories:
         - treatments for cancer (oncologicals);
         - hormone replacement therapies (hormonal agents) used in estrogen
           replacement and the treatment of menopause;
         - pain management products (narcotic analgesics);
         - medicines for hypertension and heart disease (cardiovascular agents);
           and 
         - antibiotics and medicine to combat infections (anti-infectives).

Barr also markets several products that represent other therapeutic categories
including a line of products to treat anxiety, depression and other similar
disorders (psychotherapeutics). These products are manufactured in tablet,
capsule and powder form.

Generic pharmaceuticals, such as those made and sold by Barr, represent an
increasing proportion of medicines dispensed in the U.S. In calendar 1996, the
generic pharmaceutical industry had total U.S. sales of approximately $11
billion (according to IMS International), more than twice the amount of sales
reported just five years ago. Although generic pharmaceuticals must meet the
same standards as branded pharmaceuticals, these equivalent medicines are sold
at prices that are typically lower than the branded product. The Company
believes that the industry will benefit from the increasing efforts by
government (both state and federal), employers, third-party payers, and
consumers to control health care costs, as well as from the more than 100 major
branded pharmaceutical products that will come off-patent within the next ten
years.

Company Background

The Company was founded in 1970 by Mr. Edwin A. Cohen and a partner, and
commenced active business in 1972 as a manufacturer of generic drug products.

Current Products

Currently, the Company is marketing approximately 56 drug products, representing
various dosage strengths of 27 chemical entities.

Key among the Company's current products is Tamoxifen. Tamoxifen is a
non-steroidal anti-estrogen used to treat advanced breast cancer, as well as to
delay the recurrence of the cancer following surgery.
<PAGE>   3
Barr distributes Tamoxifen (which is sold under the Barr label) under an
agreement with the Innovator holding the product's patent. In 1993, as a result
of a settlement of a patent challenge against the Innovator of Tamoxifen, Barr
entered into a non-exclusive Supply and Distribution Agreement ("Agreement").
Under the terms of the Agreement, Barr purchases its Tamoxifen directly from the
Innovator at a discount from the Innovator's average wholesale customer price.

Patent protected until 2002, the total current annual market for Tamoxifen is
approximately $300 million. As a percentage of Barr's total product sales,
Tamoxifen accounted for approximately 76%, 74% and 72% of total fiscal year
1997, 1996, and 1995 net product sales, respectively.

The Company currently has an approved Abbreviated New Drug Application (ANDA) to
manufacture Tamoxifen. Therefore, at the time of patent expiration (or should
another company's patent challenge succeed), Barr would be permitted to begin
manufacturing Tamoxifen. Manufacturing Tamoxifen would significantly lower
Barr's costs and would dramatically improve the Company's profit margins earned
on Tamoxifen sales. Within the last 18 months, a court upheld the Tamoxifen
patent in a challenge brought by another generic pharmaceutical company. In
addition, the Company is aware of two other challenges currently pending against
Tamoxifen. Although the final outcome of any such litigation is uncertain, to
date no other challenge to Tamoxifen has been successful.

Product Development

Barr's long-term growth is expected to be driven by its ability to be the first
or second to market with new generic versions of select, branded
pharmaceuticals. Barr's strategy to maximize opportunities for generic
pharmaceuticals has four components: offering a therapeutically focused product
line; aggressively investing in research and development (R&D) in categories
representing strong potential where Barr has a competitive advantage; adding
significant products through selective patent challenges; and strengthening
market position through licensing, partnering and other innovative business
relationships.

Barr's strategy is focused on the research and development of traditional
generic products, as well as high potential generic product opportunities,
patent challenge cases, and new drugs that offer some level of market
exclusivity. The Company utilizes a complex, multi-tiered modeling approach that
results in the identification of product candidates that meet such criteria as:
complementarity with the Company's core categories of therapeutic focus, special
manufacturing capacity, marketing expertise or that offer unique legal
challenges. By using this model to select generic product candidates, the
Company hopes it will be first to market with products that will face limited
competition and provide a longer life-cycle and enhanced shareholder value.

In addition to developing high potential generic products and identifying patent
challenges, the Company also is developing new products that would have some
period of market exclusivity. These opportunities however, take longer and cost
more to develop than the normal ANDA process. Products resulting from this
development effort are expected to have some period of patent protection or
other form of market exclusivity.

As a complement to its traditional generic and high potential product
development efforts, Barr continually pursues strategic business relationships
to expand the penetration of Barr's products, share developmental risks and
realize operating efficiencies.
<PAGE>   4
Barr has made a significant investment in processes and equipment that enable it
to develop and manufacture difficult or toxic compounds into profitable
therapies. This investment, a significant barrier to entry for potential
competitors, offers a distinctive advantage for Barr.

For the fiscal years ended June 30, 1997, 1996, and 1995, total research and
development expenditures were approximately $14 million, $11 million and $10
million, respectively. Management anticipates that research and development
expenditures in fiscal 1998 will exceed comparable expenditures in fiscal 1997.
See Item 7, "Management's Discussion and Analysis of Financial Conditions and
Results of Operations."

Marketing and Customers

The Company sells its products to customers in the United States and Puerto Rico
through an integrated sales and marketing force. This sales force is
supplemented by customer service representatives who inform the Company's
customers of new Company products, order status and current pricing.

The Company markets its drug products to drug store chains, wholesalers,
distributors and repackagers. The Company's products are sold under the Barr
label as well as the customers' own private labels.

The Company has approximately 300 direct customers. In fiscal 1997 and 1996,
McKesson Drug Company accounted for approximately 13% and 10%, respectively, of
net sales. In fiscal 1995, approximately 10% of net sales were generated by
sales to Cardinal Health, Inc. No other customer accounted for greater than 10%
of sales in any of the last three fiscal years.

During fiscal 1997 the Company's customer base has undergone significant
consolidation, particularly in the chain drug store, distributor and wholesaler
trade classes. To date, this consolidation has had little impact on the
Company's business. The Company believes that it has excellent relationships
with its key customers, but there can be no assurance that continued
consolidation will not impact the Company's business, or that such impact might
not be significant.

Competition

The Company competes in varying degrees with numerous other manufacturers of
pharmaceutical products (both branded and generic). These competitors include
the generic divisions of proprietary pharmaceutical companies (either marketing
units or other generic manufacturers), large independent generic
manufacturers/distributors that seek to provide "one stop shopping" by offering
a full line of products, and generic manufacturers that have targeted select
therapeutic categories and market niches.

The principal competitive factors in the generic pharmaceutical industry are:
         - the ability to introduce generic versions of branded products
           promptly after the expiration of market exclusivity;
         - maintenance of sufficient inventories to ensure timely deliveries;
         - price;
         - quality; and
<PAGE>   5
         - customer service.

Many of the Company's competitors have greater financial and other resources,
and are therefore able to devote more resources than the Company in such areas
as marketing and product development. In order to ensure its ability to compete
effectively, the Company has:

         - focused its product development in areas of historical strength or
           competitive advantage;
         - targeted products for development that offer significant barriers to
           entry for competitors, including: difficulty in sourcing raw 
           materials; difficulty in formulation or establishing bioequivalence;
           manufacturing that requires unique facilities, processes or 
           expertise; and
         - invested in plant and equipment to give it a competitive edge in
           manufacturing.

These factors, when combined with the Company's investment in new product
development and its focus on select therapeutic categories, provide the basis
for its belief that it will continue to remain a leading independent generic
pharmaceutical company.

Raw Materials

The active chemical raw materials essential to the Company's business are bulk
pharmaceutical chemicals which are purchased from numerous manufacturers in the
U.S. and throughout the world. All purchases are made in United States dollars,
and therefore, while currency fluctuations do not have an immediate impact on
prices the Company pays, such fluctuations may, over time, have an effect on
prices to the Company. In addition, because prior U.S. Food and Drug
Administration ("FDA") approval of raw material suppliers is required, if raw
materials from an approved supplier were to become unavailable, the required FDA
approval of a new supplier could cause a significant delay in the manufacture of
the drug product affected. However, in some cases, the Company has an FDA
approved alternate supplier which would mitigate the effect of any such delay.
To date, the Company has not experienced any significant delays from lack of raw
material availability. However, there can be no assurance that significant
delays will not occur in the future.

Employees

As of June 30, 1997, the Company had approximately 467 full-time employees. Of
these, approximately one-third are represented by a union which has a collective
bargaining agreement with the Company. The Company's current collective
bargaining agreement with its employees, who are represented by Local 8-149 of
the Oil, Chemical and Atomic Workers International Union ("OCAW"), expires on
April 1, 2001.


GOVERNMENT REGULATION

All pharmaceutical manufacturers, including the Company, are subject to
extensive regulation by the federal government, principally by the FDA, and, to
a lesser extent, by the U.S. Drug Enforcement Administration ("DEA") and state
governments. The Federal Food, Drug and Cosmetic Act, the Controlled Substances
Act and other federal statutes and regulations govern or influence the testing,
manufacturing, safety, labeling, storage, record keeping, approval, pricing,
<PAGE>   6
advertising and promotion of the Company's products. Non-compliance with
applicable requirements can result in fines, recalls and seizure of products.
Under certain circumstances, the FDA also has the authority to revoke drug
approvals previously granted.

FDA

FDA approval is required before any new drug or a generic equivalent to a
previously approved drug can be marketed. The Company generally receives
approval for products by submitting an ANDA to the FDA. When processing an ANDA,
the FDA waives the requirement of conducting complete clinical studies, although
it may require bioavailability and/or bioequivalence studies. "Bioavailability"
indicates the rate and extent of absorption and levels of concentration of a
drug product in the blood stream needed to produce a therapeutic effect.
"Bioequivalence" compares the bioavailability of one drug product with another,
and when established, indicates that the rate of absorption and levels of
concentration of a generic drug in the body are substantially equivalent to the
previously approved drug. An ANDA may be submitted for a drug on the basis that
it is the equivalent to a previously approved drug. Although antibiotic drugs
are classified separately for purposes of FDA approval, the approval procedure
for such drugs substantially conforms to the foregoing outline.

Among the requirements for drug approval by the FDA is that the Company's
manufacturing procedures and operations conform to current Good Manufacturing
Practices ("cGMP"), as defined in the U.S. Code of Federal Regulations. The cGMP
regulations must be followed at all times during the manufacture of
pharmaceutical products. In complying with the standards set forth in the cGMP
regulations, the Company must continue to expend time, money and effort in the
areas of production and quality control to ensure full technical compliance.

If the FDA believes a company is not in compliance with cGMP, certain sanctions
are imposed upon that company including (i) withholding from the company new
drug approvals as well as approvals for supplemental changes to existing
applications; (ii) preventing the company from receiving the necessary export
licenses to export its products; and (iii) classifying the company as an
"unacceptable supplier" and thereby disqualifying the company from selling
products to federal agencies. The Company believes it is currently in compliance
with cGMP.

In May of 1992, the Generic Drug Enforcement Act of 1992 (the "Act") was
enacted. This Act, a result of the legislative hearings and investigations into
the generic drug approval process, allows the FDA to impose debarment and other
penalties on individuals and companies that commit certain illegal acts relating
to the generic drug approval process. In some situations, the Act requires the
FDA to debar (i.e., not accept or review ANDAs for a period of time) a company
or an individual that has committed certain violations. It also provides for
temporary denial of approval of applications during the investigation of certain
violations that could lead to debarment and also, in more limited circumstances,
provides for the suspension of the marketing of approved drugs by the affected
company. Lastly, this Act allows for civil penalties and withdrawal of
previously approved applications. Neither the Company nor any of its employees
was or is currently affected by the provisions of this Act.

DEA

Because the Company markets some and intends to reintroduce a wide range of
controlled substances in its analgesic and psychotherapeutic product lines, it
must meet the requirements of 
<PAGE>   7
the Controlled Substances Act and the regulations issued thereunder and
administered by the DEA. These regulations include stringent requirements for
manufacturing controls and security to prevent diversion of or unauthorized
access to the drugs in each stage of the production and distribution process.
The DEA monitors allocation to the Company of raw materials used in the
production of controlled substances based on historical sales data. The Company
believes it is currently in compliance with all applicable DEA requirements.

Government Relations Activities

During the past year, the brand pharmaceutical industry has increased its
efforts to utilize state and federal legislative and regulatory forums to delay
generic competition, or limit the severe market erosion that occurs once
monopoly protection is lost for the branded product. To advance this agenda in
the past year alone, the brand pharmaceutical companies have attempted to use
the Citizen Petition process to amend FDA standards, sought changes in United
States Pharmacopeia requirements, and even sought to attach patent extension
amendments to important federal legislation. The newest facet of the
anti-generic defense strategy involves a state-by-state initiative to enact
legislation that restricts the substitution of generic equivalents of Narrow
Therapeutic Index ("NTI") Drugs. Since January of 1997, Barr has engaged the
resources necessary to fight proposed legislation in a number of major states.

Because this issue is critical to Barr's continued success, the Company has and
will continue to put a major emphasis in terms of management time and financial
resources on government affairs activities.

Patents

The Process Patent Amendments Act of 1988 provides that the use or sale within
the United States, or importation into the United States, of a product that was
made either domestically or abroad by a process covered by a United States
patent, constitutes infringement of the process patent. After proper notice,
this legislation could subject the Company to potential patent infringement
claims if a supplier of an active ingredient to the Company were to infringe a
United States process patent in the manufacture of such ingredient. The Company
has received no such notice.

Medicaid

In November 1990, a law regarding reimbursement for prescribed Medicaid drugs
was passed as part of the Congressional Omnibus Budget Reconciliation Act of
1990. This law basically required drug manufacturers to enter into a rebate
contract with the Federal Government. All generic pharmaceutical manufacturers,
whose products are covered by the Medicaid program, are required to rebate to
each state a percentage (currently 11% in the case of products manufactured by
the Company and 15% for Tamoxifen sold by the Company) of their average net
sales price for the products in question. The Company provides an accrual for
future estimated rebates in its consolidated financial statements.

Effect of the General Agreement on Tariffs and Trade ("GATT")

With the signing of the GATT accord in December 1994, one of the provisions
called for harmonization of patent life throughout GATT countries. U.S. enabling
legislation had 
<PAGE>   8
provisions which in effect offered a limited extension of the period of monopoly
protection for intellectual property including patents. While a number of
patented drugs will receive extended patent protection (the maximum extension
being 36 months) as a result of this enabling legislation, the patent extensions
resulting from the implementation of GATT are not expected to materially impact
any of the product candidates in Barr's current pipeline.

Other

The Company is also governed by federal, state and local laws of general
applicability, such as laws regulating working conditions, equal employment
opportunity, and environmental protection.

ITEM 2.  PROPERTIES

Barr's operations are located in Pomona and Blauvelt, New York; Northvale, New
Jersey; and Forest, Virginia.

The Company's analytical and product development laboratories and certain
production facilities are located in Pomona, New York. Barr operates two
facilities totaling approximately 81,000 square feet on 40 acres. The Company
owns these facilities and the land.

The first building consists of a 33,000 square foot facility devoted to the
analytical and product development laboratories as well as the equipment used in
the research and development of new dosage forms. This facility also houses one
of Barr's enclosed-manufacturing suites. With these suites, which include
sophisticated air-handling systems that eliminate the dangers of handling toxic
chemicals, Barr can effectively pursue oncology, hormonal and other product
candidates whose manufacture demands that such facilities be in place. During
fiscal 1997, the Company expanded the use of sophisticated testing technologies
by installing additional robotics workstations and completed a laboratory
devoted to highly sophisticated liquid chromatography for R&D and Quality
Control.

The second building on the Pomona site provides approximately 48,000 square feet
of office and manufacturing space. This building houses the R&D administrative
staff and pharmacy operations team, as well as additional manufacturing and
warehousing capabilities. During fiscal 1997, the Company completed the
construction of a 17,000 square foot manufacturing suite within this facility,
that is used to manufacture products requiring special material handling (such
as cancer treatments and hormonal agents).

In Northvale, New Jersey, about 15 miles from the Pomona site, three buildings
are used for manufacturing, packaging and shipping operations. Manufacturing is
located in a 28,000 square foot building which the Company purchased in 1984
with the aid of funding through the New Jersey Economic Development Authority.
This facility includes pharmaceutical manufacturing equipment, as well as
another of the Company's enclosed-manufacturing suites. The building also has
the necessary vaults, permits, etc. to support the Company's narcotic analgesic
development plans. In 1991, the Company purchased an additional parcel of land
in Northvale for future use.

Across from the manufacturing facility, Barr leases a 40,000 square foot
building that houses manufacturing support staff offices as well as the
Company's automated packaging operations. 
<PAGE>   9
The lease on this building expires on June 30, 1998. The Company has determined
that it will not renew the lease on this building, and has begun the process of
re-incorporating its packaging operations within its other manufacturing
facilities.

The Company's third building in Northvale, a 50,000 square foot leased facility,
serves as the Company's warehousing and distribution facility. This lease
expires in July 1999.

The Company's executive, administrative and sales and marketing operations are
located in two sub-leased facilities of approximately 38,000 square feet in
Blauvelt, New York. This location is approximately 7 miles from both Pomona and
Northvale. The leases on these facilities expire in May 1999.

In January 1996, the Company purchased an existing facility in Forest, Virginia,
on a 50 acre site that will accommodate additional expansion. Construction to
retrofit this 65,000 square foot facility for pharmaceutical manufacturing was
initiated at the end of the prior fiscal year, and it is expected to be
operational during fiscal 1998. During fiscal 1997, the Company formally broke
ground on a 100,000 square foot building adjacent to the existing building, that
will be used for warehouse and packaging operations. This building, which is
expected to be completed by mid-fiscal 1998, will support Virginia-based
manufacturing as well as the Company's product distribution requirements.

ITEM 3.   LEGAL PROCEEDINGS

Ciprofloxacin Hydrochloride Patent Challenge

In January 1997, Bayer AG and Bayer Corporation ("Bayer") and the Company
reached an agreement to settle the then pending litigation regarding Bayer's
patent protecting ciprofloxacin hydrochloride ("Settlement Agreement"). As a
result, the U.S. Federal Court for the Southern District of New York entered a
Consent Judgment ending the litigation. (See Note 2 to Consolidated Financial
Statements.)

Fluoxetine Hydrochloride Patent Challenge

In February 1996, Barr filed an ANDA seeking approval from the FDA to market
fluoxetine hydrochloride, the generic equivalent of Eli Lilly Company's
("Lilly") Prozac(R). The Company notified Lilly pursuant to the provisions of
the Waxman-Hatch Act and on April 19, 1996, Lilly filed a patent infringement
action in the United States District Court for the Southern District of Indiana
- Indianapolis Division seeking to prevent Barr from marketing fluoxetine until
certain U.S. patents expire in 2002. The case is in the discovery stage and the
trial is scheduled for late April 1998.

Miscellaneous

As of June 30, 1997, the Company was involved, as plaintiff and defendant, in
other lawsuits incidental to its business. Management of the Company, based on
the advice of legal counsel, believes that the disposition of such litigation
will not have any significant adverse effect on the Company's consolidated
financial statements.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF  SECURITY HOLDERS
<PAGE>   10
None.

                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

The information required by Item 5 is included on page 41 of the 1997 Annual
Report to Shareholders ("Annual Report") and is incorporated herein by
reference.

ITEM 6. SELECTED FINANCIAL DATA

The information required by Item 6 is included on page 44 of the Annual Report
and is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The information required by Item 7 is included on pages 23 through 26 of the
Annual Report and is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 is included on pages 27 through 42 of the
Annual Report and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURES

None.
<PAGE>   11
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company's executive officers are as follows:

<TABLE>
<CAPTION>
       NAME             AGE          POSITION
       ----             ---          --------
<S>                     <C>    <C>                                               
Bruce L. Downey         49     Chairman of the Board, Chief Executive Officer 
                               and President

Paul M. Bisaro          36     Senior Vice President, Strategic Business Development,
                               General Counsel and Secretary

Timothy P. Catlett      42     Vice President, Sales and Marketing

Ezzeldin A. Hamza       46     Vice President, Research and Development

Catherine F. Higgins    45     Vice President, Human Resources

Bruce W. Hooey          35     Vice President, Chief Information Officer

William T. McKee        36     Chief Financial Officer and Treasurer

Mary E. Petit           48     Senior Vice President, Operations

Gerald F. Price         50     Vice President, Manufacturing and Engineering
</TABLE>

         BRUCE L. DOWNEY became the Company's President, Chief Operating Officer
and a member of the Board of Directors in January 1993 and was elected Chairman
of the Board and Chief Executive Officer in February of 1994. Prior to assuming
these positions, from 1981 to 1993, Mr. Downey was a partner in the law firm of
Winston & Strawn and a predecessor firm of Bishop, Cook, Purcell and Reynolds.

         PAUL M. BISARO was employed by the Company as General Counsel in July
1992. He was acting General Counsel to the Company since January 1992. Mr.
Bisaro was elected Secretary of the Company in September 1992 and elected a Vice
President in 1993. In August 1994, Mr. Bisaro was elected to the position of
Chief Financial Officer. In September 1996, Mr. Bisaro was elected to the
position of Senior Vice President-Strategic Business Development. Prior to
assuming these positions with the Company, he was associated with the law firm
of Winston & Strawn and a predecessor firm, Bishop, Cook, Purcell and Reynolds.

         TIMOTHY P. CATLETT was employed by the Company in February 1995 as Vice
President, Sales and Marketing. Since 1978, Mr. Catlett held a number of
positions with the Lederle Laboratories division of American Cyanamid Company.
Since 1993 he served as Vice President, Cardiovascular Marketing.
<PAGE>   12
         EZZELDIN A. HAMZA was employed by the Company in July 1984 as Director
of Quality Control and thereafter, from August 1987, served as Director of
Scientific Affairs. In December 1988, Mr. Hamza was elected to the position of
Vice President-Technical Affairs. In 1993, he was elected Vice
President-Research and Development.

         CATHERINE F. HIGGINS was employed by the Company in January 1992 as
Vice President-Human Resources and was elected an officer in September 1992.
From June 1985 to December 1991, Ms. Higgins served as Vice President-Human
Resources for Inspiration Resources Corporation.

         BRUCE W. HOOEY was employed by the Company in December 1993 as Chief
Information Officer. He was elected an officer of the Company in December of
1994 and elected a Vice President of the Company in December 1995. Mr. Hooey
served as a Consultant with Deloitte & Touche Management Consultants from August
1985 until joining Barr.

         WILLIAM T. MCKEE was employed by the Company in January 1995 as
Director of Finance and was appointed Treasurer in March 1995. In September 1996
Mr. McKee was elected to the position of Chief Financial Officer. Prior to
joining the Company, Mr. McKee served as Vice President-Finance for Absolute
Entertainment. From January 1990 through June 1993, Mr. McKee was a Senior
Manager for Gramkow & Carnevale, CPAs.

         MARY E. PETIT, PHARM. D., was employed by the Company in January 1995
as Vice President, Quality. In September 1996, Dr. Petit was elected to the
position of Senior Vice President-Operations. From June 1992 to January 1995,
Dr. Petit was Vice President, Quality Management with the Lederle Laboratories
division of American Cyanamid. Dr. Petit held positions of increasing
responsibility during her 12 year tenure with Lederle.

         GERALD F. PRICE was employed by the Company in January 1990 as Vice
President, Manufacturing and Engineering. He was elected an officer of the
Company in January 1990. Prior to assuming these positions, he served as Group
Vice President-Operations of Del Laboratories.

         The Company's directors and executive officers are elected annually to
serve until the next annual meeting or until their successors have been elected
and qualified. The directors of the Company and their business experience are
set forth on pages 2 and 3 of the Company's Notice of Annual Meeting of
Shareholders, dated October 24, 1997 (the "Proxy Statement") and are
incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

A description of the compensation of the Company's executive officers is set
forth on pages 7 through 10 of the Proxy Statement and, with the exception of
the section headed "Compensation Committee Report on Executive Compensation" on
page 10, is incorporated herein by reference.
<PAGE>   13
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

A description of the security ownership of certain beneficial owners and
management is set forth on pages 5 and 6 of the Proxy Statement and is
incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

A description of certain relationships and related transactions is set forth on
page 12 of the Proxy Statement and is incorporated herein by reference.
<PAGE>   14
                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)      Financial Statement Schedules:

         The consolidated balance sheets as of June 30, 1997 and 1996, and the
         related consolidated statements of operations, shareholders' equity and
         cash flows for each of the three years in the period ended June 30,
         1997 and the related notes to the consolidated financial statements,
         together with the Independent Auditors' Report, are incorporated herein
         by reference. With the exception of the aforementioned information and
         the information incorporated by reference in Items 5 through 8, the
         Annual Report is not deemed filed as part of this report. The following
         additional financial data should be read in conjunction with the
         financial statements in the Annual Report. All other schedules are
         omitted because they are not applicable or the required information is
         shown in the consolidated financial statements or notes.

                                                              Page
                                                              ----
         Independent Auditors' Report                          18
         Financial Statement Schedule:
             II Valuation and Qualifying Accounts              19

Exhibits

3.1      Certificate of Incorporation of Registrant (1)

3.2      By-Laws of the Registrant (2)

4.1      Loan and Security Agreement dated April 12, 1996 (9)

4.2      Loan and Security Agreement dated July 31, 1996 (9)

10.1     Stock Option Plan (3)

10.2     Savings and Retirement Plan (8)

10.3     Economic Development Bond Financing Agreement, dated December 19, 1984,
         relating to 265 Livingston Street (2)

10.4     Note Purchase Agreement dated June 28, 1991 - $20,000,000 - 10.15%
         Senior Secured Notes dated June 28, 2001 (4)

10.5     Amendments 1, 2 and 3 dated April 1996 to Note Purchase Agreement dated
         June 28, 1991 -- $20,000,000 Senior Secured Notes (11)

10.6     Collective Bargaining Agreement, effective April 1, 1996 (4)
<PAGE>   15
10.7     Agreement with Bruce L. Downey (4)

10.8     Agreement with Ezzeldin A. Hamza (4)

10.9     Distribution and Supply Agreement for Tamoxifen Citrate dated March 8,
         1993 (4)

10.10    1993 Stock Incentive Plan (5)

10.11    1993 Employee Stock Purchase Plan (6)

10.12    1993 Stock Option Plan for Non-Employee Directors (7)

10.13    Agreement with Edwin A. Cohen and Amendment thereto (8)

10.14    Distribution and Supply Agreement for Ciprofloxacin Hydrochloride dated
         January 1997 (10)

11.0     Statement Re: Computation of Per Share Earnings

13.0     1997 Annual Report to Shareholders

21.0     Subsidiaries of the Company (1)

23.0     Consent of Deloitte & Touche LLP

27.0     Financial Data Schedule
         -----------------------------------------------------------------------

(1)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Annual Report on Form 10-K for the year
         ended June 30, 1988 and incorporated herein by reference.

(2)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Annual Report on Form 10-K for the year
         ended June 30, 1986 and incorporated herein by reference.

(3)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Registration Statement on Form S-1 No.
         33-13472 and incorporated herein by reference.

(4)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Annual Report on Form 10-K for the year
         ended June 30, 1993 and incorporated herein by reference.

(5)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Registration Statement on Form S-8 Nos.
         33-73696 and 333-17349 and incorporated herein by reference.

(6)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Registration Statement on Form S-8 No.
         33-73700 and incorporated 
<PAGE>   16
         herein by reference.

(7)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Registration Statement on Form S-8 Nos.
         33-73698 and 333-17351 incorporated herein by reference.

(8)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Annual Report on Form 10-K for the year
         ended June 30, 1995 and incorporated herein by reference.

(9)      The Registrant agrees to furnish to the Securities and Exchange
         Commission, upon request, a copy of any instrument defining the rights
         of the holders of its long-term debt wherein the total amount of
         securities authorized thereunder does not exceed 10% of the total
         assets of the Registrant and its subsidiaries on a consolidated basis.


(10)     Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1997 and incorporated herein by reference.

(11)     Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Annual Report on Form 10-K for the year
         ended June 30, 1996 and incorporated herein by reference.

(b)      Reports on Form 8-K

         None.    
<PAGE>   17
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.

                             BARR LABORATORIES, INC.

      Signature                      Title                            Date
      ---------                      -----                            ----

BY  BRUCE L. DOWNEY       Chairman of the Board, Chief        September 11, 1997
    ---------------       Executive Officer & President
   (Bruce L. Downey)      

BY  WILLIAM T. MCKEE      Chief Financial Officer and         September 11, 1997
    ----------------      Treasurer
   (William T. McKee)     

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

      Signature                      Title                            Date
      ---------                      -----                            ----

BRUCE L. DOWNEY           Chairman of the Board, Chief        September 11, 1997
---------------------     Executive Officer & President
(Bruce L. Downey)

EDWIN A. COHEN            Vice Chairman of the Board          September 11, 1997
---------------------
(Edwin A. Cohen)

ROBERT J. BOLGER          Director                            September 11, 1997
---------------------
(Robert J. Bolger)

MICHAEL F. FLORENCE       Director                            September 11, 1997
---------------------
(Michael F. Florence)

WILSON L. HARRELL         Director                            September 11, 1997
---------------------
(Wilson L. Harrell)

JACOB M. KAY              Director                            September 11, 1997
---------------------
(Jacob M. Kay)

BERNARD C. SHERMAN        Director                            September 11, 1997
---------------------
(Bernard C. Sherman)

GEORGE P. STEPHAN         Director                            September 11, 1997
---------------------
(George P. Stephan)
<PAGE>   18
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
  Barr Laboratories, Inc.:

We have audited the financial statements of Barr Laboratories, Inc. and
subsidiaries (the "Company") as of June 30, 1997 and 1996, and for each of the
three years in the period ended June 30, 1997, and have issued our report
thereon dated August 28, 1997; such financial statements and report are included
in your June 30, 1997 Annual Report to Shareholders and are incorporated herein
by reference. Our audits also included the financial statement schedule of Barr
Laboratories, Inc., listed in Item 14. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP

Parsippany, New Jersey
August 28, 1997
<PAGE>   19
                                                                     SCHEDULE II

BARR LABORATORIES, INC.
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JUNE 30, 1997, 1996, AND 1995



<TABLE>
<CAPTION>
                                           BALANCE AT     ADDITIONS,   RECOVERY
                                          BEGINNING OF    COSTS AND     AGAINST       DEDUCTIONS,     BALANCE AT
                                              YEAR         EXPENSE     WRITE-OFFS     WRITE-OFFS     END OF YEAR
----------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>          <C>            <C>            <C>       
Allowance for doubtful accounts:
   Year ended June 30, 1995                  $  800             --          --          $  400          $  400
   Year ended June 30, 1996                     400             95           2             305             192
   Year ended June 30, 1997                     192            735          22             679             270

Reserve for returns and allowances:
   Year ended June 30, 1995                   1,200          4,813          --           4,313           1,700
   Year ended June 30, 1996                   1,700          5,114          --           5,207           1,607
   Year ended June 30, 1997                   1,607          5,105          --           5,362           1,350

Inventory reserves:
   Year ended June 30, 1995                   5,743          2,345          --           4,538           3,550
   Year ended June 30, 1996                   3,550          2,359          --           4,630           1,279
   Year ended June 30, 1997                   1,279          5,334          --           2,978           3,635
</TABLE>
<PAGE>   20

                                Exhibit Index
                                -------------

3.1      Certificate of Incorporation of Registrant (1)

3.2      By-Laws of the Registrant (2)

4.1      Loan and Security Agreement dated April 12, 1996 (9)

4.2      Loan and Security Agreement dated July 31, 1996 (9)

10.1     Stock Option Plan (3)

10.2     Savings and Retirement Plan (8)

10.3     Economic Development Bond Financing Agreement, dated December 19, 1984,
         relating to 265 Livingston Street (2)

10.4     Note Purchase Agreement dated June 28, 1991 - $20,000,000 - 10.15%
         Senior Secured Notes dated June 28, 2001 (4)

10.5     Amendments 1, 2 and 3 dated April 1996 to Note Purchase Agreement dated
         June 28, 1991 -- $20,000,000 Senior Secured Notes (11)

10.6     Collective Bargaining Agreement, effective April 1, 1996 (4)
<PAGE>   21
10.7     Agreement with Bruce L. Downey (4)

10.8     Agreement with Ezzeldin A. Hamza (4)

10.9     Distribution and Supply Agreement for Tamoxifen Citrate dated March 8,
         1993 (4)

10.10    1993 Stock Incentive Plan (5)

10.11    1993 Employee Stock Purchase Plan (6)

10.12    1993 Stock Option Plan for Non-Employee Directors (7)

10.13    Agreement with Edwin A. Cohen and Amendment thereto (8)

10.14    Distribution and Supply Agreement for Ciprofloxacin Hydrochloride dated
         January 1997 (10)

11.0     Statement Re: Computation of Per Share Earnings

13.0     1997 Annual Report to Shareholders

21.0     Subsidiaries of the Company (1)

23.0     Consent of Deloitte & Touche LLP

27.0     Financial Data Schedule
         -----------------------------------------------------------------------

(1)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Annual Report on Form 10-K for the year
         ended June 30, 1988 and incorporated herein by reference.

(2)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Annual Report on Form 10-K for the year
         ended June 30, 1986 and incorporated herein by reference.

(3)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Registration Statement on Form S-1 No.
         33-13472 and incorporated herein by reference.

(4)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Annual Report on Form 10-K for the year
         ended June 30, 1993 and incorporated herein by reference.

(5)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Registration Statement on Form S-8 Nos.
         33-73696 and 333-17349 and incorporated herein by reference.

(6)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Registration Statement on Form S-8 No.
         33-73700 and incorporated 
<PAGE>   22
         herein by reference.

(7)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Registration Statement on Form S-8 Nos.
         33-73698 and 333-17351 incorporated herein by reference.

(8)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Annual Report on Form 10-K for the year
         ended June 30, 1995 and incorporated herein by reference.

(9)      The Registrant agrees to furnish to the Securities and Exchange
         Commission, upon request, a copy of any instrument defining the rights
         of the holders of its long-term debt wherein the total amount of
         securities authorized thereunder does not exceed 10% of the total
         assets of the Registrant and its subsidiaries on a consolidated basis.


(10)     Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1997 and incorporated herein by reference.

(11)     Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Annual Report on Form 10-K for the year
         ended June 30, 1996 and incorporated herein by reference.