<PAGE>   1


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

                                   FORM 10-K/A
(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, 2000 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 12(b)        Name of each exchange on
                   of the Act:                             which registered:
               Title of each class
          Common Stock, Par Value $0.01                 New York Stock Exchange

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

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 $870,972,748 as of June 30, 2000 (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,
2000: 34,827,937

                       DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF THE REGISTRANT'S 2000 ANNUAL REPORT TO SHAREHOLDERS ARE INCORPORATED
BY REFERENCE IN PART II AND PART IV HEREOF. PORTIONS OF THE REGISTRANT'S 2000
PROXY STATEMENT ARE INCORPORATED BY REFERENCE IN PART III HEREOF.
AMENDING ITEMS 1, 2, 3, 6, 7, 8 AND 14.
<PAGE>   2
                                     PART I

ITEM 1. BUSINESS

SAFE HARBOR STATEMENT

To the extent that any statements made in this report contain information that
is not historical, these statements are essentially forward-looking. These
statements are subject to risks and uncertainties that cannot be predicted or
quantified and, consequently, actual results may differ materially from those
expressed or implied by such forward-looking statements. Such risks and
uncertainties include: the timing and outcome of legal proceedings; the
difficulty of predicting the timing of U.S. Food and Drug Administration, or
FDA, approvals; the difficulty in predicting the timing and outcome of court
decisions on patent challenges; the court and FDA's decisions on exclusivity
periods; market and customer acceptance and demand for new pharmaceutical
products; ability to market proprietary products; the impact of competitive
products and pricing; timing and success of product development and launch;
availability of raw materials; the regulatory environment; fluctuations in
operating results; and, other risks detailed from time-to-time in the Company's
filings with the Securities and Exchange Commission, or SEC.

The Company wishes to caution each reader of this report to consider carefully
these factors as well as specific factors that may be discussed with each
forward-looking statement in this report or disclosed in the Company's filings
with the SEC as such factors, in some cases, could affect the ability of the
Company to implement its business strategy and may cause actual results to
differ materially from those contemplated by the statements expressed herein.


OVERVIEW

We are a specialty pharmaceutical company engaged in the development,
manufacture and marketing of generic and proprietary prescription
pharmaceuticals. We currently market approximately 80 pharmaceutical products,
representing various dosage strengths and product forms of approximately 30
chemical entities. Our product line focuses principally on the development and
marketing of generic and proprietary products in the oncology and female
healthcare categories, including hormone replacement and oral contraceptives.

BUSINESS STRATEGY

We focus our resources on three core strategies:

Developing and Marketing Selected Generic Pharmaceuticals. We develop and market
the generic equivalent of brand pharmaceuticals that are off-patent but that
have one or more barriers to entry. The characteristics of the products that we
pursue may include:

     -    the need for specialized manufacturing capabilities;

     -    difficulty in raw material sourcing;

     -    complex formulation or development characteristics;


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     -    regulatory or legal challenges; or

     -    sales and marketing challenges.

We believe products with such barriers will face limited competition and
therefore should produce higher profits for a longer period of time than
products that have no barriers, which many companies can develop.

Developing and Introducing Proprietary Pharmaceuticals. We are also developing
proprietary pharmaceuticals that may have some period of exclusivity. Although
the time and cost to develop proprietary pharmaceuticals is usually much higher
than generic products, we believe that such products will produce higher and
more consistent profitability than the typical generic product. To share the
costs of these proprietary products and therefore increase the number we work
on, we often seek strategic partners to assist in the funding, development and
marketing of these products.

Challenging Patents Protecting Certain Brand Pharmaceuticals. We also develop
generic equivalents of branded pharmaceuticals protected by patents that we
believe are either invalid, unenforceable or not infringed by our products. This
strategy is an extension of our first strategy because the patents we are
challenging present barriers to entry to companies that do not have the legal
and financial capabilities to assess and challenge such patents. We believe that
the successful development of pharmaceuticals that were perceived by competitors
to be patent protected may allow our products, if approved, to earn higher
profits for a longer period of time.

GENERIC PHARMACEUTICALS

Our generic product line includes approximately 80 pharmaceutical products
representing various dosage strengths and product forms of approximately 30
chemical entities. Our products are manufactured in tablet, capsule and powder
form.

Key Generic Products

The following are descriptions of the products that contribute significantly to
our sales and gross profit. All sales and product data is derived from industry
sources. The market share information below concerning the number of units of a
product dispensed does not correlate to a like percentage of industry sales due
to the lower selling prices for generic products as compared to branded
products.

Tamoxifen. Tamoxifen is the generic name for AstraZeneca's Nolvadex, which is
used to treat advanced breast cancer, impede the recurrence of tumors following
surgery, and reduce the incidence of breast cancer in women at high risk for
developing the disease. Total U.S. brand and generic sales were approximately
$354 million for the twelve months ended June 30, 2000. Statistics indicate that
one in eight women will get breast cancer during her lifetime, and each year,
more than 180,000 new cases of breast cancer are diagnosed.

Tamoxifen accounted for approximately 68%, 66% and 68% of our product sales
during fiscal 2000, 1999 and 1998, respectively. Approximately 80% of the total
prescriptions written for Tamoxifen in the United States were filled with our
product during the twelve months ended June 30, 2000. Currently, we are the only
distributor of Tamoxifen in the United States other than its innovator,
AstraZeneca, whose product is sold under a brand name. We distribute Tamoxifen
under an agreement with AstraZeneca, and therefore our gross margins for
Tamoxifen are substantially lower than our gross margins for our manufactured
products. For the twelve months ended June 30, 2000, Tamoxifen was prescribed
approximately 4.3 million times, representing a 9.0%

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increase from the prior twelve-month period.

In 1993, as a result of a settlement of a patent challenge against AstraZeneca,
we entered into a non-exclusive supply and distribution agreement. Under the
terms of the Tamoxifen agreement, we purchase Tamoxifen directly from
AstraZeneca. Although we currently are the only non-exclusive distributor, the
Tamoxifen agreement provides that should an additional distributor or
distributors be selected by AstraZeneca, we will be granted terms no less
favorable than those granted to any subsequent distributor.

We have a tentatively approved ANDA to manufacture the 10 mg tablet of Tamoxifen
and are awaiting approval of our 20 mg tablet application. After the patent
expires in August 2002, we expect that we will either continue to sell Tamoxifen
as a distributed product or as our own manufactured product. Our cost to
manufacture Tamoxifen should be lower than our cost to purchase it and, as a
result, we believe our profit margins on Tamoxifen will improve once we begin to
sell our manufactured product. We expect that additional competitors will enter
the market upon patent expiry or six months later if AstraZeneca obtains a
pediatric extension. Whenever this occurs, we believe that while our revenues
and market share will be negatively affected, our gross margins on the sales of
Tamoxifen will exceed those we currently earn as a distributor.

Warfarin Sodium. Warfarin Sodium is the generic equivalent of DuPont
Pharmaceutical's Coumadin, an anticoagulant that is given to patients with heart
disease and/or high risk of stroke. We launched Warfarin Sodium in July 1997 and
are one of three generic suppliers of the product. Total U.S. generic and brand
sales of Warfarin Sodium were approximately $500 million for the twelve months
ended June 30, 2000. Since launch in July 1997, nearly 11.2 million
prescriptions for our generic product have been dispensed. At the end of fiscal
2000, our generic product had captured approximately 27% of all prescriptions
written for the product. Warfarin Sodium accounted for approximately 14%, 15%
and 11% of our product sales during fiscal 2000, 1999 and 1998, respectively.

Generic Product Research and Development

As of September 2000, we were developing approximately 60 pharmaceutical
products, including 18 new generic product ANDAs pending approval at the FDA for
products which had total U.S. brand and generic sales of approximately $2.8
billion for the twelve months ended June 30, 2000. Thirteen of the 18 generic
product ANDAs pending are for products where there are currently no generic
equivalents approved for sale. These 13 products represent approximately $2.5
billion of the $2.8 billion. Four of the 18 generic product ANDAs pending
approval contain Paragraph IV Certifications. These 4 products represent total
U.S. brand sales of approximately $680 million for the twelve months ended June
30, 2000.

During the remainder of the fiscal year ending June 30, 2001, we anticipate
filing another 13 to 16 generic product ANDAs for products which had total U.S.
brand and generic sales of approximately $2.4 billion for the twelve months
ended June 30, 2000. Thirteen of these products currently have no generic
equivalents approved for sale. These 13 products represent total U.S. brand
sales of $2.2 billion. In addition, three of these 13 products will be filed
with a Paragraph IV Certification. As discussed elsewhere in this 10-K, we
believe this status may entitle us to as much as 180 days of generic marketing
exclusivity on each of these products. These three products had total U.S. brand
sales of approximately $900 million for the twelve months ended June 30, 2000.

Generic Product Sales And Marketing


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We market our generic products to customers in the United States and Puerto Rico
through an integrated sales and marketing force that includes a five person
national sales force. The activities of the sales force are supplemented by two
customer service representatives who inform our customers of new products,
process orders and advise on order status and current pricing. All marketing
activities are developed, implemented and coordinated by a product marketing
group consisting of four employees.

Our generic product customer base includes drug store chains, food chains, mass
merchandisers, wholesalers, distributors, managed care organizations, mail order
accounts, government/military and repackagers. Our products are primarily sold
under the Barr label.

We sell our generic products primarily to approximately 140 direct purchasing
customers and approximately 105 indirect customers that purchase our products
from wholesalers. In fiscal 2000, 1999 and 1998, McKesson Drug Company, the
nation's largest pharmaceutical wholesaler, accounted for approximately 16%, 14%
and 12%, respectively, of product sales. No other customer accounted for greater
than 10% of product sales in any of the last three fiscal years.

During the past three years the number of companies we sell to has declined due
to industry consolidation. In addition, a number of customers have instituted
buying programs that limit the number of generic suppliers they buy from. Having
fewer customers and changes in customer buying patterns have increased
competition among generic drug marketers. Adding to these market pressures,
managed care organizations have in some cases limited the number of authorized
vendors. In addition, mail-order prescription services, which typically purchase
product from a limited number of suppliers, have continued to grow. While we
believe that we have excellent relationships with our key customers, a
continuation or expansion of the changes described above could negatively impact
our business.

PROPRIETARY PHARMACEUTICALS

Our proprietary product development activities are not focused on discovering
new molecules. We pursue candidates in three primary categories:

     -    existing chemical compounds where the development of new forms (liquid
          vs. tablets or different dosages) offer therapeutic or marketing
          advantages;

     -    new chemical entities in selected therapeutic categories, including
          some that are marketed in other countries but not currently sold in
          the United States; and

     -    patent protected proprietary products in late stages of development.

Pursuing products in these categories allows us to focus on products that should
take less time and cost to gain approval than if we pursued new molecules. Our
strategy focuses on products that we expect will have some period of market
exclusivity and generate higher gross margins and maintain profitability longer
than most generic products. In addition, we seek to license or acquire patented
products.

Currently Marketed Product

ViaSpan(R). In August 2000, we began to market ViaSpan. ViaSpan is a solution
used for hypothermic flushing and storage of organs including kidney, liver and
pancreas at the time of their removal from the donor in

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preparation for storage, transportation and eventual transplantation into a
recipient. We acquired the marketing rights to ViaSpan in the United States and
Canada from DuPont Pharmaceuticals Company through December 2007 as part of a
co-development and marketing alliance. Under that agreement, we purchase
finished product, sell it under a Barr label, and pay a royalty to DuPont. We
now exclusively market the product in both the United States and Canada. Since
ViaSpan is sold to a relatively small number of customers, the costs and risks
assumed by us to market ViaSpan are not substantially different from the costs
and risks assumed by us to market any of our other products. Total sales of
ViaSpan in the United States and Canada for the twelve months ended June 30,
2000 were approximately $14 million. ViaSpan is patent protected through
December 2007.

Proprietary Products under Development

We have a number of other proprietary pharmaceutical products under development
including the six listed in the following chart. These six products are expected
to compete in therapeutic categories, such as oncology and oral contraception,
which have total U.S. annual sales of over $2.5 billion.

                              PROPRIETARY PIPELINE


<TABLE>
<CAPTION>
               PRODUCT                CATEGORY          DOSAGES
               -------                --------          -------
<S>                             <C>                     <C>
               BRL1                    Oncology            2
                                                           2

               BRL2                    Oncology            1
                                                           1

               BRL3                    Oncology            1

               CyPat(TM)               Oncology            1

               SEASONALE(TM)      Oral Contraceptive       2

               Japanese               Anti-Viral           1
               Encephalitis
               Vaccine
</TABLE>



Selected Proprietary Products

CyPat(TM). Cyproterone Acetate, which we intend to market in the United States
under the name CyPat, is a steroid that blocks the action of testosterone.
Cyproterone Acetate is not currently approved for marketing in the United
States. Internationally, Cyproterone Acetate is mainly used in the management of
prostate cancer, both as a single agent and in combination with other products.
In addition, it is used as a component of oral contraceptives and in the
treatment of acne, seborrhea, hirsutism in women, precocious puberty in
children, and hypersexuality/deviant behavior in men. Currently, Cyproterone
Acetate is approved for use in over 80 countries throughout Europe, Asia, South
America, Australia, Japan and Canada.


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In July 1999, we submitted an Investigational New Drug, or IND, application with
the FDA for CyPat for the treatment of vasomotor symptoms associated with
prostate cancer therapies and its effects on the patients' quality of life. We
are developing CyPat to relieve the distressing hot flashes that typically
accompany surgical or chemical castration that is often used in the treatment of
prostate cancer. Of the more than 2.4 million patients in the United States who
have been diagnosed with prostate cancer, CyPat may prove suitable for treating
approximately 100,000 patients.

Among the most common symptoms associated with prostate cancer treatments such
as surgical or chemical castration are hot flashes and night sweats.
Approximately 3 out of 4 patients experience hot flashes and night sweats.
Patients report that hot flashes begin 1 to 12 months after treatment and can
last for up to 3 years or, in some cases, the rest of their lives. Patients
describe hot flashes as a sensation of warmth that spreads from the face, chest
and back and then to the rest of the body. Sweating, a higher pulse rate, and
feelings of anxiety, irritability, and queasiness usually go together with hot
flashes and night sweats. Hot flashes and night sweats affect the patients'
psychological equilibrium and adversely affect their quality of life.

We have initiated a Phase III, randomized, multicenter, placebo-controlled,
double blind clinical trial to study the efficacy and safety of CyPat for the
treatment of hot flashes following surgical or chemical castration in prostate
cancer patients. The clinical studies are expected to include several hundred
patients at approximately 50 sites across the country. We have enrolled
approximately 150 patients to date. We are working to complete enrollment of our
Phase III clinical trial by December 2001. Pending FDA approval, CyPat could
reach consumers as early as the second half of calendar 2003.

SEASONALE(TM). SEASONALE is a patent protected oral contraceptive regimen which
we are developing through an agreement with the Medical College of Hampton
Roads, Eastern Virginia Medical School. Under the proposed SEASONALE regimen,
women would take the product for up to 84 consecutive days, and then would have
a seven-day pill-free interval. By contrast, the majority of oral contraceptive
products currently available in the United States are based on a regimen of 21
treatment days and then seven pill-free days. The proposed SEASONALE regimen is
expected to result in only 4 menstrual cycles per year, or one per "season".
This type of oral contraceptive regimen is preferable to many women whose
lifestyle dictates the convenience of fewer menstrual cycles per year. In
addition, SEASONALE is expected to reduce anemias and iron deficiencies that are
exacerbated by menstrual blood loss. Like all oral contraceptives, we will seek
SEASONALE approval for the indication of prevention of pregnancy.

Oral contraceptives are the most common method of reversible birth control, used
by up to 65% of women in the United States at some time during their
reproductive years. The oral contraceptives have a very long history with
widespread use attributed to many factors including efficacy in preventing
pregnancy, safety and simplicity in initiation and discontinuation, medical
benefits and relatively low incidence of side effects.

One Phase III clinical study is underway. The Phase III study is a prospective,
parallel, multicenter, open-label, randomized study evaluating the use of two
dose levels of SEASONALE in a 91-day cycle administered for approximately 12
months and two dose levels of conventional oral contraceptive therapy
administered for approximately 12 months. We expect to complete our Phase III
clinical trial by December 2001. Pending FDA approval, SEASONALE could reach
consumers as early as the second half of calendar 2003. The SEASONALE regimen is
patent protected through 2017.

Barr/DuPont Pharmaceuticals Co-Development and Marketing Alliance


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In March 2000, we announced four agreements with the DuPont Pharmaceuticals
Company that resolved a legal dispute between our two companies. The first
agreement with DuPont provides up to $45 million to support the ongoing
development of three proprietary products: the CyPat prostate cancer therapy;
the SEASONALE oral contraceptive; and a third product which we have identified
but not yet disclosed. We will be responsible for marketing these three
products, although DuPont may elect to play a role in product co- promotion, and
DuPont may receive royalties based on product sales. Under terms of the second
agreement, DuPont assumes sales and marketing responsibility for a proprietary
product that we developed internally. This product is expected to be launched
during the second half of fiscal 2001. The third agreement transferred the
responsibility of marketing DuPont's ViaSpan organ transplant preservation agent
to us. Under the fourth agreement, we granted DuPont warrants to purchase 1.5
million shares of our common stock: 750,000 shares at $31.33 per share and
750,000 shares at $38.00 per share. The warrants expire in March 2004 and are
exercisable at any time by DuPont.

Proprietary Product Sales And Marketing

We are evaluating various strategies for selling and marketing our proprietary
pharmaceuticals. These strategies include any combination of the following:

     -    licensing our proprietary products to other pharmaceutical companies
          with sales organizations sufficient to support our products,

     -    entering into co-promotion or contract sales arrangements with respect
          to the products,

     -    establishing our own sales organization and related infrastructure,
          and/or

     -    acquiring a company with an existing sales force.

If we license our products or enter into co-promotional or contract sales
arrangements, we would not incur the significant upfront expenses associated
with building a sales organization. However, without our own sales force, we
would retain a lower portion of the profits from the sales of the products.

PATENT CHALLENGES

We actively challenge the patents protecting branded pharmaceutical products
where we believe such patents are invalid, unenforceable or not infringed by our
products. Our activities in this area, including sourcing raw materials and
developing equivalent formulations, are designed to obtain FDA approval for our
product. Our legal activities, performed by outside counsel, are designed to
eliminate the barrier to market entry created by the patent. Our patent
challenges may also result in settlements. We have settled two cases and will
continue to evaluate settlements that we believe are reasonable, lawful, and in
our shareholders' best interests. Under the Hatch-Waxman Act, the developer of a
bioequivalent drug which is the first to have its ANDA accepted for filing by
the FDA, and whose filing includes a certification that the patent is invalid,
unenforceable or not infringed, a so-called "paragraph IV certification", may be
eligible to receive a 180-day period of generic market exclusivity. This period
of market exclusivity may provide the patent challenger with the opportunity to
earn a return on the risks taken and its legal and development costs and to
build its market share.

Because of the potential value of the 180-day market exclusivity as the only
generic in the market for that period, our usual strategy or goal is to be the
first company to file a paragraph IV certification. We have initiated


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seven patent challenges: one has been resolved through settlement, two have
resulted in favorable court decisions pending appeals, three are awaiting court
decisions and, in one case, the patent was upheld.

Patent challenges are complex, costly and can take three to six years to
complete. They generally require an investment of $8-$10 million per challenge.
As a result, we have in the past and may elect in the future to have partners on
select patent challenges. These arrangements typically provide for a sharing of
the costs and risks, and generally provide for a sharing of the benefits of a
successful outcome.

                            PATENT CHALLENGE HISTORY


<TABLE>
<CAPTION>
Product (Brand Name)                   Outcome                           Status
--------------------                   -------                           ------
<S>                             <C>                            <C>
Tamoxifen (Nolvadex)                -  Resolved                -   Tentatively approved ANDA
   10 mg tablet                                                -   Non-exclusive distribution agreement
                                                                   until August 2002
                                                               -   Continue supply agreement or launch
                                                                   manufactured version upon patent expiry

Ciprofloxacin                       -  Resolved                -   Tentatively approved ANDA
                                                               -   Contingent non-exclusive supply
                                                                   agreement until December 2003
                                                               -   Right to distribute with partner six
                                                                   months before patent expiry

Fluoxetine (Prozac)                 -  2003 Patent             -   Tentatively approved ANDA
  20 mg capsule                        Invalidated             -   Anticipated launch with partner CY 2001
                                    -  Appeal Pending

Norethindrone/ethinyl estradiol     -  Pending                 -   ANDA filed
  (Ortho-Novum 7/7/7)

Norgestimate/ethinyl estradiol      -  Pending                 -   ANDA filed
  (Ortho Tri-Cyclen)

Flecainide Acetate (Tambocor)       -  Pending                 -   ANDA filed

Zidovudine (Retrovir)               -  Unsuccessful            -   Tentatively approved ANDA
                                                               -   Anticipated launch upon patent expiry
                                                                   in 2005
</TABLE>


Tamoxifen. In 1993, as a result of a settlement of a patent challenge against
AstraZeneca, we entered into a non-exclusive supply and distribution agreement.
Under the terms of the Tamoxifen agreement, we purchase Tamoxifen directly from
AstraZeneca. Although we are the only non-exclusive distributor, the Tamoxifen
agreement provides that should an additional distributor or distributors be
selected by AstraZeneca, we will be granted terms no less favorable than those
granted to any subsequent distributor. For the reasons discussed under "Patent
Challenge Process" below, unless recent court cases are reversed on appeal, we
may not be eligible for generic exclusivity.

Ciprofloxacin. Ciprofloxacin is the generic equivalent of Bayer's Cipro and is
used to treat lower respiratory, skin, bone and joint, and urinary tract
infections. Total U.S. brand sales were approximately $920 million in the twelve
months ended June 30, 2000. In October 1991, we filed an ANDA for Ciprofloxacin
which included a paragraph IV certification claiming that the patent covering
Ciprofloxacin, the so-called 444 patent, was invalid. We believe we were the
first company to file a paragraph IV ANDA for Ciprofloxacin. Shortly thereafter,
Bayer sued us for patent infringement. In January 1995, we received a tentative
approval from the FDA on our paragraph IV ANDA for Ciprofloxacin tablets. Such
tentative approval indicates that the product has met all regulatory
specifications to be granted final approval by the FDA. We expect that we will
not be granted final FDA approval to market our generic Ciprofloxacin product
until after the expiration of the 444 patent and any

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applicable marketing exclusivity awarded to Bayer or others. For example, we
anticipate Bayer will seek pediatric exclusivity which, if granted, could delay
generic competition for six months beyond the expiration of the patent. For the
reasons discussed under "Patent Challenge Process" below, unless recent court
cases are reversed on appeal, we may not be eligible for generic exclusivity.

In January 1997, Bayer AG, Bayer Corporation ("Bayer") and we agreed to settle
the then pending litigation regarding Bayer's patent protecting ciprofloxacin
hydrochloride. Under the settlement agreement, we withdrew our patent challenge
by amending our ANDA from a paragraph IV certification (claiming invalidity) to
a paragraph III certification (seeking approval upon patent expiry) and
acknowledged the validity and enforceability of the Ciprofloxacin patent. In
addition, we entered into a non-exclusive supply agreement which ends at the
date of patent expiry, currently December 2003. The settlement agreement with
Bayer does not prevent us from withdrawing our ANDA. However, it is in our
commercial interest to maintain our tentatively approved ANDA so that after
Bayer's patents do expire or are found invalid, we can receive final FDA
approval and begin to manufacture and sell a generic Ciprofloxacin product
manufactured under our ANDA. Under the supply agreement, Bayer has the option to
either make payments to Barr or allow Barr and Rugby Laboratories, now owned by
Watson Pharmaceuticals, Inc., to purchase Ciprofloxacin from Bayer at a
predetermined discount. If Bayer chooses not to provide the product to Barr, we
expect to receive cash and recognize related proceeds, ranging from
approximately $28-$31 million per year through the fiscal year ending June 30,
2003. If Bayer elects to provide us product for resale, the amount we could earn
would be dependent upon numerous market factors.

The supply agreement also provides that, six months prior to patent expiry, if
we are not already distributing the product, we and Rugby Laboratories will have
the right to begin distributing Ciprofloxacin product manufactured by Bayer. The
Bayer license is non-exclusive and Bayer may, at its option, provide other
non-exclusive licenses to others after Barr and Rugby Laboratories have operated
under the license for six months. If Bayer does not elect to license any other
parties and if no other party is successful in its challenge of the patent, we
expect that our product will be the only other Ciprofloxacin product in the
market during the six months prior to patent expiry.

Under FDA regulations in effect at the time of our challenge, it was our belief
that had we proceeded with our patent challenge case against Bayer, had the
courts entered a final judgment invalidating the patent, and had we received
final approval from the FDA, we would have been entitled to receive generic
market exclusivity allowing us to sell a Ciprofloxacin product manufactured
under our ANDA for six months before another generic competitor would have been
approved by the FDA.

Fluoxetine. Fluoxetine is the generic equivalent of Eli Lilly Company's
antidepressant, Prozac, which had annual sales of approximately $2.5 billion for
the twelve months ended June 30, 2000. The 20 mg capsule represents
approximately $2.0 billion of this market. We filed our ANDA for the 20 mg
capsule of Fluoxetine in February 1996, and were sued for patent infringement by
Lilly, initiating the patent challenge process.

On August 9, 2000, the U.S. Court of Appeals for the Federal Circuit, located in
Washington, D.C., ruled in favor of our challenge to a Lilly patent protecting
Prozac. The Court unanimously upheld our "double-patenting" claims, finding that
the invention claimed in Lilly's patent already had been the subject of a
previous patent, and thus could not be patent-protected for a second time. In so
ruling, the Court struck down a patent that would have protected Prozac from
generic competition until after December 2003. Lilly is expected to seek a
rehearing in the Court of Appeals and a review by the Supreme Court. If the
August 9, 2000 ruling is not reversed, we and our partners expect to introduce a
more affordable generic Prozac 20 mg capsule product in February 2001

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(or August 2001, if the FDA grants an additional six months of exclusivity for
pediatric use). As the first to file an application for the Prozac 20 mg capsule
challenging Lilly's listed patents, we believe we are entitled to the 180-day
generic exclusivity granted under the Hatch-Waxman Act and intend, if necessary,
to vigorously defend our rights. However, we can give no assurances that our
position on the implementation of the FDA's exclusivity rules will prevail. If
we lose some or all of the 180 day exclusivity we expect, the value of the
favorable ruling could be substantially diminished.

We have two partners in our challenge of Lilly's patents for Prozac, Apotex,
Inc., which is beneficially owned by Dr. Sherman, and Geneva Pharmaceuticals.
Accordingly, we will share the benefits of the launch of Fluoxetine with our
partners.

Norethindrone/ethinyl estradiol. In October 1998, we filed an ANDA seeking
approval from the FDA to market the three different tablet combinations of
norethindrone and ethinyl estradiol, the generic equivalent of Ortho-McNeil
Pharmaceutical Inc.'s Ortho-Novum 7/7/7(R) oral contraceptive regimen. We
notified Ortho pursuant to the provisions of the Hatch-Waxman Act and on January
15, 1999, Ortho filed a patent infringement action in the United States District
Court for the District of New Jersey -- Trenton Division, seeking to prevent us
from marketing the three different tablet combinations of norethindrone and
ethinyl estradiol until U.S. patents expire in 2003. The case is in the
discovery stage. For the twelve months ended June 30, 2000, Ortho-Novum 7/7/7
had total U.S. brand sales of approximately $151 million.

Norgestimate/ethinyl estradiol. In February 2000, we filed an ANDA seeking
approval from the FDA to market three different tablet combinations of
norgestimate and ethinyl estradiol, the generic equivalent of Ortho's
Tri-Cyclen(R). We notified Ortho pursuant to the provisions of the Hatch-Waxman
Act and on June 9, 2000, Ortho filed a patent infringement action in the United
States District Court for the District of New Jersey -- Trenton Division,
seeking to prevent us from marketing the three different tablet combinations of
norgestimate and ethinyl estradiol until U.S. patents expire in 2003. The case
is in the discovery stage. For the twelve months ended June 30, 2001, Ortho's
Tri-Cyclen had total U.S. brand sales of approximately $409 million.

Flecainide Acetate. In May 2000, we filed an ANDA with the FDA for Flecainide
Acetate tablets, which is sold under its brand name, Tambocor(R). Following the
required notice, 3M Pharmaceuticals, the innovator of the brand, sued us in the
U.S. District Court in Minnesota to prevent us from proceeding with the
commercialization of the product. This case involves an alleged infringement by
us of raw material patents and not a challenge to the validity of patents
protecting the product. For the twelve months ended June 30, 2000, Tambocor had
total U.S. brand sales of approximately $60 million.

Zidovudine. Zidovudine is the generic equivalent of Glaxo Wellcome's
Retrovir(R), also known as AZT, a treatment for AIDS. The patent challenge that
followed our filing was resolved unsuccessfully during 1996. However, we
received tentative approval of our ANDA for this product in February 1995, and
anticipate launching our generic equivalent when the patents expire in 2005. For
the twelve months ended June 30, 2000, AZT had total U.S. brand sales of
approximately $40 million.

Three of the generic product ANDAs we expect to file during the fiscal year
ended June 30, 2001, are patent challenges. These three products represent total
U.S. brand sales of approximately $900 million. In addition, we are actively
evaluating several potential additional challenges both on our own and as part
of collaborations with other companies.

Patent Challenge Process


                                       11
<PAGE>   12
The Hatch-Waxman Act provides incentives for generic pharmaceutical companies to
challenge suspect patents on branded pharmaceutical products. The legislation
recognizes that there is a potential for the improper issuance of patents by the
United States Patent and Trade Office, or PTO, resulting from a variety of
technical, legal or scientific factors. The Hatch-Waxman legislation places
significant burdens on the challenger to ensure that such suits are not
frivolous, but also offers the opportunity for significant financial reward if
successful.

All of the steps involved in the filing of an ANDA with the FDA, including
research and development, are identical with those steps taken in development of
any generic drug. At the time of filing with the FDA for approval of its version
of the branded product, the generic company files with its ANDA a certification
asserting that the patent is invalid, unenforceable and/or not infringed, a
so-called "paragraph IV certification". After receiving notice from the FDA that
its application is acceptable for filing, the generic company sends the patent
holder a notice explaining why it believes that the patents in question are
invalid, unenforceable or not infringed. Upon receipt of the notice from the
generic company, the patent holder has 45 days in which to bring suit in federal
district court against the generic company to establish the validity,
enforceability and/or infringement of the challenged patent. The discovery,
trial and appeals process can take several years.

The Hatch-Waxman Act provides for an automatic stay on the time that the FDA may
grant final approval, which would otherwise give the ANDA holder/patent
challenger the option to market its generic product. This period is set at 30
months, or such shorter or longer period as may be ordered by the court. The 30
months may or may not and often do not coincide with the timing of a trial or
the expiration of a patent.

Under the Hatch-Waxman Act, the developer of a bioequivalent drug which is the
first to have its ANDA accepted for filing by the FDA, and whose filing includes
a paragraph IV certification, may be eligible to receive a 180-day period of
market exclusivity. This period of market exclusivity may provide the patent
challenger with the opportunity to earn a return on the risks taken and its
legal and development costs and to build its market share.

The FDA adopted regulations implementing the 180-day generic marketing
exclusivity provision of the Hatch-Waxman Act. However, over the years, courts
have found various provisions of the regulations to be in conflict with the
statute. For example, in Mova Pharmaceutical Corp. v. Shalala, 140 F.3d 1060
(D.C. Cir. 1998), the court of appeals held that the Hatch-Waxman Act required
generic exclusivity to be awarded to the first generic company to file a new
drug application containing a paragraph IV certification, regardless of whether
that company had prevailed in a court challenge to the relevant patent, in
contrast to FDA regulations requiring the first patent challenger to
successfully defend its challenge to the patent. And, in Mylan Pharmaceuticals
v. Shalala, 81 F.Supp.2d 30 (D.D.C. 2000), the district court found that the
statute requires the 180-day generic period to commence on the date of a
district court decision finding the challenged patent invalid, even if the
innovator company appealed the court's decision. The decision was in contrast to
the FDA's rule that the exclusivity period would not commence until the
appellate court affirmed the district court's decision, but also found that the
interests of applicants who had relied in good faith on the FDA's regulations
should be protected.

These successful court challenges required the FDA to ignore portions of its
regulations in implementing the statute. Ultimately, the FDA decided to propose
a new regulatory scheme for implementing the 180-day market exclusivity
provision of the Hatch-Waxman Act in August 1999. The FDA further modified its
proposed new regulatory scheme in a March 2000 industry guidance.

In general, the proposed rule and guidance would make a generic manufacturer's
ability to obtain and benefit

                                       12
<PAGE>   13
from the Hatch-Waxman market exclusivity provisions more uncertain. Under the
guidance, the 180-day period could begin to run when the federal district court
enters a ruling finding the challenged patent to be invalid or not infringed.
This would require the patent challenger to either begin marketing its generic
product before the federal appellate process is complete or risk losing some or
all of its marketing exclusivity waiting for the appellate process to conclude.
In addition, the proposed rule could put the patent challenger in the position
of losing some or all of its market exclusivity, if the 180-day period is deemed
to have started before the challenger's ANDA has been approved by the FDA or
before the challenger is willing to enter the market with its generic product.

We have submitted comments on both the August 1999 proposed rule and the March
2000 guidance. At least 20 other entities, including other generic
pharmaceutical companies, innovator companies and pharmaceutical industry
organizations, also submitted comments on these proposals.

No lawsuits have been filed against the FDA as a result of its proposed rule.
However, in light of the numerous lawsuits filed against the FDA in the past on
market exclusivity issues, such lawsuits may occur if the agency promulgates a
final rule similar to its proposal. As a result, there is uncertainty as to what
rule the FDA will eventually adopt, whether we or other companies will challenge
part or all of the final rule in court and, if so, how the courts will rule in
such lawsuits. In addition, given the scope of the proposed rule, the number of
comments and the complexity of the issues contained therein, there is also
uncertainty as to when, if ever, the FDA will adopt final regulations.

A recent court decision has also complicated the generic exclusivity issue. A
federal district court held that we would not be entitled to generic exclusivity
on Tamoxifen, because our challenge to the tamoxifen patent was settled after a
district court had found the patent to be unenforceable and because we changed
our paragraph IV certification to a paragraph III certification as part of the
settlement of the patent challenge case. We have appealed this decision. If
upheld on appeal, this decision could prevent us from obtaining generic
exclusivity on Tamoxifen and Ciprofloxacin, but would not prevent us from
manufacturing and marketing our generic tamoxifen or ciprofloxacin products.

In 1997, Congress enacted a new provision designed to reward branded
pharmaceutical companies for conducting research in the pediatric population. If
a branded company has a patent protecting the product that is either
unchallenged or whose validity is upheld by a court, it is eligible to apply for
an additional six months of market exclusivity following the patent's
expiration. This is known as "pediatric exclusivity." Thus, where pediatric
exclusivity is requested by a branded company and granted by FDA, the
commencement of generic competition could possibly be delayed by six months. The
FDA has not issued regulations, or any formal guidance, as to how it believes
pediatric exclusivity and the 180-day marketing exclusivity period interact with
one another. It is possible that the FDA could interpret these provisions in a
way that prohibits the patent challenger from fully utilizing the 180-day
period, which would diminish its value.

The facts and circumstances of each patent challenge differ significantly. It
is, therefore, impossible for us to provide a general conclusion as to the
ultimate effect the Proposed Rule and the Guidance and effect of pediatric
exclusivity would have on the exclusivity status of our patent cases.
Nevertheless, if adopted, the Proposed Rule and Guidance would likely diminish
the value of the 180-day marketing exclusivity period because, as discussed
above, they increase the likelihood that the first patent challenger would lose
some or all of the benefit of the marketing exclusivity period.

How the FDA ultimately decides that pediatric exclusivity and the 180-day
marketing exclusivity period interact

                                       13
<PAGE>   14
could also affect the benefit a patent challenger would receive. The August 9,
2000 court ruling in favor of our challenge to a patent protecting Eli Lilly's
Prozac, discussed elsewhere in the Prospectus, is one example. If the FDA were
to decide that Eli Lilly's pediatric exclusivity period overlaps with and
diminishes our generic exclusivity period, we could lose some or all of the 180
days of generic market exclusivity, which we expect would diminish the value of
the favorable Prozac ruling.

Each patent challenge typically takes three to six years, and can cost
approximately $8 to 10 million in legal and product development costs. As a
result, we have in the past and may elect in the future to have partners on
selected patent challenges. These agreements typically provide for a sharing of
the costs and risks, and generally provide for a sharing of the benefits of a
successful outcome. The process for initiating a patent challenge begins with
the identification of a drug candidate and evaluation by qualified legal counsel
of the patents protecting that product. We have reviewed a number of challenges
and have pursued only those that we believe have merit. Generally, once we
receive a favorable opinion from our patent counsel, we begin the formulation
and development process. Patent challenge product candidates typically must have
several years of remaining patent protection to ensure that the legal process
can be completed prior to patent expiry.

The FTC has investigated several cases in which manufacturers of pharmaceutical
drug products and potential generic competitors have allegedly entered into
anti-competitive agreements to delay generic entry, and has taken enforcement
action against some alleged anticompetitive agreements. Please see Item 3, Legal
Proceedings. We intend to cooperate fully with the FTC's inquiry.


GOVERNMENT REGULATION

We are subject to extensive regulation by the federal government, principally by
the FDA, and, to a lesser extent, by the 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, advertising and promotion
of our products. Non-compliance with applicable requirements can result in
fines, recalls and seizure of products. The FDA has the authority to revoke drug
approvals previously granted.

ANDA Process

FDA approval is required before a generic equivalent or a new dosage form of an
existing drug can be marketed. We usually receive approval for such products by
submitting an ANDA to the FDA. When processing an ANDA, the FDA waives the
requirement of conducting complete clinical studies, although it normally
requires 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 the same as 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 or, in the case of a new dosage form,
is suitable for use for the indications specified.

Before approving a product, the FDA also requires that our procedures and
operations conform to cGMP regulations, as defined in the U.S. Code of Federal
Regulations. We must follow the cGMP regulations at all times during the
manufacture of our products. To help insure compliance with the cGMP
regulations, we must continue to spend time, money and effort in the areas of
production and quality control to ensure full technical

                                       14
<PAGE>   15
compliance.

If the FDA believes a company is not in compliance with cGMP, sanctions may be
imposed upon that company including

     -    withholding from the company new drug approvals as well as approvals
          for supplemental changes to existing applications;

     -    preventing the company from receiving the necessary export licenses to
          export its products; and

     -    classifying the company as an "unacceptable supplier" and thereby
          disqualifying the company from selling products to federal agencies.

We believe we are currently in compliance with cGMP.

The timing of final FDA approval of ANDA applications depends on a variety of
factors, including whether the applicant challenges any listed patents for the
drug and whether the brand-name manufacturer is entitled to one or more
statutory exclusivity periods, during which the FDA is prohibited from accepting
applications for, or approving, generic products. In certain circumstances, a
regulatory exclusivity period can extend beyond the life of a patent, and thus
block ANDAs from being approved on the patent expiration date. For example, the
FDA may now extend the exclusivity of a product by six months past the date of
patent expiry if the manufacturer undertakes studies on the effect of their
product in children, a so-called pediatric extension.

In May of 1992, the Generic Act was enacted. The Generic 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 Generic Act requires the FDA to not accept or
review ANDAs for a period of time from 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,
the Generic Act allows for civil penalties and withdrawal of previously approved
applications. Neither we nor any of our employees have ever been subject to
debarment.

NDA Process

FDA approval is required before any new drug can be marketed. An NDA is a filing
submitted to the FDA to obtain approval of a drug not eligible for an ANDA and
must contain complete pre-clinical and clinical safety and efficacy data or a
right of reference to such data. Before dosing a new drug in healthy human
subjects or patients may begin, stringent government requirements for
preclinical data must be satisfied. The pre-clinical data, typically obtained
from studies in animal species, as well as from laboratory studies, are
submitted in an Investigational New Drug, or IND, application, or its equivalent
in countries outside the United States, where clinical trials are to be
conducted. The preclinical data must provide an adequate basis for evaluating
both the safety and the scientific rationale for the initiation of clinical
trials.

Clinical trials are typically conducted in three sequential phases, although the
phases may overlap.

     -    In Phase I, which frequently begins with the initial introduction of
          the compound into healthy human

                                       15
<PAGE>   16
          subjects prior to introduction into patients, the product is tested
          for safety, adverse effects, dosage, tolerance absorption, metabolism,
          excretion and other elements of clinical pharmacology.

     -    Phase II typically involves studies in a small sample of the intended
          patient population to assess the efficacy of the compound for a
          specific indication, to determine dose tolerance and the optimal dose
          range as well as to gather additional information relating to safety
          and potential adverse effects.

     -    Phase III trials are undertaken to further evaluate clinical safety
          and efficacy in an expanded patient population at typically dispersed
          study sites, in order to determine the overall risk-benefit ratio of
          the compound and to provide an adequate basis for product labeling.

Each trial is conducted in accordance with certain standards under protocols
that detail the objectives of the study, the parameters to be used to monitor
safety and efficacy criteria to be evaluated. Each protocol must be submitted to
the FDA as part of the IND. In some cases, the FDA allows a company to rely on
data developed in foreign countries, or previously published data, which
eliminates the need to independently repeat some or all of the studies.

Data from preclinical testing and clinical trials are submitted to the FDA as an
NDA for marketing approval and to other health authorities as a marketing
authorization application. The process of completing clinical trials for a new
drug may take several years and require the expenditure of substantial
resources. Preparing an NDA or marketing authorization application involves
considerable data collection, verification, analysis and expense, and there can
be no assurance that approval from the FDA or any other health authority will be
granted on a timely basis, if at all. The approval process is affected by a
number of factors, primarily the risks and benefits demonstrated in clinical
trials as well as the severity of the disease and the availability of
alternative treatments. The FDA or other health authorities may deny an NDA or
marketing authorization application if the regulatory criteria are not
satisfied, or such authorities may require additional testing or information.

Even after initial FDA or other health authority approval has been obtained,
further studies, including Phase IV post-marketing studies, may be required to
provide additional data on safety. The post marketing studies could be used to
gain approval for the use of a product as a treatment for clinical indications
other than those for which the product was initially tested. Also, the FDA or
other regulatory authorities require post-marketing reporting to monitor the
adverse effects of the drug. Results of post-marketing programs may limit or
expand the further marketing of the products.

Further, if there are any modifications to the drug, including changes in
indication, manufacturing process or labeling or a change in the manufacturing
facility, an application seeking approval of such changes must be submitted to
the FDA or other regulatory authority. Additionally, the FDA regulates
post-approval promotional labeling and advertising activities to assure that
such activities are being conducted in conformity with statutory and regulatory
requirements. Failure to adhere to such requirements can result in regulatory
actions that could have a material adverse effect on our business, results of
operations and financial condition.

DEA

   Because we sell and develop products containing controlled substances, we
must meet the requirements and regulations of the Controlled Substances Act
which are 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 regulates allocation to us of raw

                                       16
<PAGE>   17
materials used in the production of controlled substances based on historical
sales data. We believe we are currently in compliance with all applicable DEA
requirements.

Medicaid/Medicare

In November 1990, a law regarding reimbursement for prescribed Medicaid drugs
was passed as part of the Congressional Omnibus Budget Reconciliation Act of
1990. The law requires 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 us and 15% for
Tamoxifen sold by us) of their average net sales price for the products in
question. We accrue for future estimated rebates in our consolidated financial
statements.

Over the last year, the extension of prescription drug coverage to all Medicare
recipients has gained support in Congress. The generic pharmaceutical industry
trade associations are actively involved in discussions regarding the structure
and scope of any proposed Medicare prescription drug benefit plans. We, as an
active member in the Generic Pharmaceutical Association, or the GPhA, the
leading trade association representing the generic pharmaceutical industry,
support the development of an industry-wide position on Medicare.

We believe that federal and/or state governments may continue to enact measures
in the future aimed at reducing the costs of drugs to the public. We cannot
predict the nature of such measures or their impact on our profitability.

Other

We are also governed by federal, state and local laws of general applicability,
such as laws regulating intellectual property, including patents and trademarks;
working conditions; equal employment opportunity; and environmental protection.

EMPLOYEES

Our success depends on our ability to hire and retain highly qualified
scientific and management personnel. We face intense competition for personnel
from other companies, academic institutions, government entities and other
organizations. As of June 30, 2000, we had approximately 606 full-time employees
including 129 in research and development and 386 in production and quality
assurance/control. Approximately 85 are represented by a union that has a
collective bargaining agreement with us. Our current collective bargaining
agreement with our employees, who are represented by Local 2-149 of the Paper,
Allied, Chemical and Energy (PACE) Union International, expires on April 1,
2001. We believe that our relations with our employees are good and we have no
history of work stoppages.

PRODUCT DEVELOPMENT

As discussed above, the Company's product development efforts are focused in two
principal product areas: unique generic products and a portfolio of proprietary
products.

For the fiscal years ended June 30, 2000, 1999 and 1998, total research and
development expenditures were approximately $40 million, $23 million and $19
million, respectively. The 79% increase in R&D investment during fiscal 2000
funded an enhanced commitment to both generic and proprietary product
development activities. R&D expenditures for generic development activities
include personnel costs, costs paid to third party

                                       17
<PAGE>   18
contract research organizations for conducting bioequivalence studies and costs
for raw materials used in developing the products. Proprietary development costs
are paid primarily to third party clinical research organizations who are
responsible for conducting the clinical trials required to support a product
application with FDA. The Company anticipates that research and development
expenditures will increase 20-25% during fiscal 2001, due to continued
investment in new generic drug development, continued progress on proprietary
product development, and clinical studies related to two IND applications.

COMPETITION

The Company competes in varying degrees with numerous other manufacturers of
pharmaceutical products, both branded and generic. These competitors include:

-    the generic divisions and subsidiaries of brand pharmaceutical companies,
     including Apothecon Inc., a subsidiary of Bristol-Meyers Squibb, Geneva
     Pharmaceuticals, Inc., a subsidiary of Novartis AG, and the Lederle
     division of American Home Products;

-    large independent generic manufacturers/distributors that seek to provide
     "one stop shopping" by offering a full line of products, including Mylan
     Laboratories and Teva Pharmaceuticals;

-    generic manufacturers that have targeted select therapeutic categories and
     market niches, including Watson Pharmaceuticals; and

-    brand pharmaceutical companies whose patent protected therapies compete
     with both generic and proprietary products marketed or being developed by
     the Company, including AstraZeneca, DuPont Pharmaceuticals, Johnson &
     Johnson, Bristol-Meyers Squibb and Eli Lilly & Company.

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 support and product development. In order to ensure its ability to
compete effectively, the Company has:

     -    focused its proprietary and generic product development in areas of
          historical strength or competitive advantage;

     -    targeted generic 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 specialty
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 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. Certain products that have historically accounted for a significant
portion of Barr's revenues are currently available only from sole or limited
suppliers. Arrangements with foreign suppliers are subject to certain additional
risks, including the availability of governmental clearances, export duties,
political instability, currency fluctuations and

                                       18
<PAGE>   19
restrictions on the transfer of funds. Any inability to obtain raw materials on
a timely basis, or any significant price increases that cannot be passed on to
customers, could have a material adverse effect on the Company. Because prior
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.

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.

GOVERNMENT RELATIONS ACTIVITIES

As a record number of branded pharmaceutical products are scheduled to go off
patent over the next several years, the branded pharmaceutical industry has
increased efforts to utilize state and federal legislative and regulatory arenas
to delay generic competition, or limit the severe market erosion they can
experience once monopoly protection is lost for the branded product. Efforts to
achieve these goals include, but are not limited to, filing additional patents
in the Orangebook in an attempt to increase the period of patent protection for
products, directly petitioning the FDA to request amendments to FDA standards
through the Citizen Petition process, seeking changes in United States
Pharmacopeia standards and attempting to extend patents by attaching amendments
to important federal legislation. Federal legislation designed to extend the
patents an additional three years on several drugs, due to perceived delays in
the FDA approval process, has been introduced. State by state initiatives to
enact legislation opposing the substitution of equivalent generic drugs is an
additional anti-generic defense strategy.

Some companies have expressed interest over the last several years in reopening
the Hatch-Waxman Act and renegotiating some of the compromises reached between
the brand and generic pharmaceutical industries that resulted in the creation of
the modern generic pharmaceutical industry. Reopening the act could disturb the
delicate balance achieved in 1984 but may also offer the generic industry the
opportunity to expand the Hatch-Waxman Act to include drug products not
currently covered under the Act.

Because a balanced and fair legislative and regulatory arena is critical to the
generic pharmaceutical industry, the Company has and will continue to put a
major emphasis in terms of management time and financial resources on government
affairs activities. During fiscal 2000, the Company opened an office and staffed
a full-time government affairs department in Washington, D.C., that assumed
responsibility for coordinating state and federal legislative activities and
coordination with generic industry trade associations.

ITEM 2.  PROPERTIES

Barr has facilities and operations in Pomona and Blauvelt, New York; Northvale,
New Jersey; Forest, Virginia; and Washington, D.C. The following table presents
the facilities owned or leased by the Company and indicates the location and
type of each of these facilities.


                                       19
<PAGE>   20
<TABLE>
<CAPTION>
                     SQUARE
LOCATION            FOOTAGE      STATUS                DESCRIPTION
-----------------  -----------  ----------  ----------------------------------
<S>                <C>          <C>         <C>
NEW JERSEY
Northvale              27,500       Owned   Manufacturing

NEW YORK
Blauvelt               48,000      Leased   Corporate Administration
Pomona 1               34,000       Owned   R&D, Laboratories, Manufacturing
Pomona 2               90,000       Owned   Laboratories, Administrative Offices,
                                            Manufacturing, Warehouse

VIRGINIA
Forest                165,500       Owned   Administrative Offices, Manufacturing,
                                            Warehouse, Packaging, Distribution

WASHINGTON, D.C.        1,800      Leased   Corporate Administration
</TABLE>

Over the past three fiscal years, the Company has spent approximately $45
million in capital expenditures primarily to expand manufacturing capacity,
extend research and development activities and strengthen certain competitive
advantages. The Company believes that its current facilities are in good
condition and are being used productively and are adequate to meet current
operating requirements.

ITEM 3.   LEGAL PROCEEDINGS

PATENT CHALLENGES

In February 1996, Barr filed an ANDA seeking approval from the FDA to market the
20 mg capsule of fluoxetine hydrochloride ("Fluoxetine"), the generic equivalent
of Eli Lilly Company's ("Lilly") Prozac. The Company notified Lilly pursuant to
the provisions of the Hatch-Waxman 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 its Fluoxetine until certain U.S. patents expire in 2003.

In rulings on pretrial motions on January 12, 1999, the U.S. District Court,
Southern District of Indiana, dismissed several of the claims that the Company
was to present at the trial. Prior to the trial beginning, Barr, two
co-defendants and Lilly reached an agreement pursuant to which Barr and Lilly
agreed to drop all the remaining claims in the litigation. In addition to
dropping their remaining claims, Lilly made a one-time payment of $4 million to
be shared between Barr and its co-defendants.


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<PAGE>   21
On August 9, 2000, the U. S. Court of Appeals for the Federal Circuit, located
in Washington, D.C., ruled in favor of the Company's challenge to a Lilly patent
protecting Prozac. The Court unanimously upheld the Company's "double-patenting"
claim, finding that the invention claimed in Lilly's patent already had been the
subject of a previous patent, and thus could not be patent-protected for a
second time. In so ruling, the Court struck down a patent that would have
protected Prozac from generic competition until after December 2003. Lilly is
expected to seek a rehearing in the Appellate Court and a review by the Supreme
Court.

In October 1998, Barr filed an ANDA seeking approval from the FDA to market the
three different tablet combinations of norethindrone and ethinyl estradiol, the
generic equivalent of Ortho-McNeil Pharmaceutical Inc.'s ("Ortho") Ortho-Novum
7/7/7 oral contraceptive regimen. The Company notified Ortho pursuant to the
provisions of the Hatch-Waxman Act and on January 15, 1999, Ortho filed a patent
infringement action in the United States District Court for the District of New
Jersey - Trenton Division, seeking to prevent Barr from marketing the three
different tablet combinations of norethindrone and ethinyl estradiol until
certain U.S. patents expire in 2003. The case is in the discovery stage.

In February 2000, Barr filed an ANDA seeking approval from the FDA to market
three different tablet combinations of norgestimate and ethinyl estradiol, the
generic equivalent of Ortho's Tri-Cyclen(R). The Company notified Ortho
pursuant to the provisions of the Hatch-Waxman Act and on June 9, 2000, Ortho
filed a patent infringement action in the United States District Court for the
District of New Jersey - Trenton Division, seeking to prevent Barr from
marketing the three different tablet combinations of norgestimate and ethinyl
estradiol until U.S. patents expire in 2003. The case is in the discovery stage.

In May 2000, Barr filed an ANDA with the FDA for Flecainide Acetate tablets
which is sold under its brand name, Tambocor. The Company notified Minnesota
Mining and Manufacturing Company, or Minnesota Mining, pursuant to the
provisions of the Hatch-Waxman Act and on August 25, 2000, Minnesota Mining
filed a patent infringement action in the United States District Court for the
District of Minnesota, seeking to prevent Barr from proceeding with the
commercialization of the product until certain U.S. patents expire. This case
involves an alleged infringement by Barr of raw material patents and not a
challenge to the validity of patents protecting the product. The case is in the
discovery stage.


CLASS ACTION LAWSUITS

On July 14, 2000, Louisiana Wholesale Drug Co. filed a class action complaint in
the United States District Court for the Southern District of New York against
Bayer Corporation, the Rugby Group and the Company. The complaint alleges that
the Company and the Rugby Group agreed with Bayer Corporation not to compete
with a generic version of Ciprofloxacin, or Cipro, pursuant to an agreement
between the Company and the other defendants involving a prior patent
infringement lawsuit. The plaintiff claims that this agreement violated
antitrust laws. The plaintiff purports to bring claims on behalf of all direct
purchasers of Cipro from 1997 to present. On August 1, 2000, Maria Locurto filed
a similar class action complaint in the United States District Court for the
Eastern Division of New York. On August 4, 2000, Ann Stuart et al filed a class
action complaint in the Superior Court of New Jersey, Law Division, Camden
County. This complaint alleges violations of New Jersey statutes relating to the
Cipro agreement.

The Company believes that its agreement with Bayer Corporation is a valid
settlement to a patent dispute and cannot form the basis of an antitrust claim.
Although it is not possible to forecast the outcome of these matters, the
Company intends to vigorously defend itself. It is anticipated that these
matters may take several years to be

                                       21
<PAGE>   22
resolved but an adverse judgment could have a material adverse impact on the
Company's business and consolidated financial statements.

OTHER LEGAL MATTERS

In February 1998, Invamed, Inc., which has since been acquired by Geneva
Pharmaceuticals, Inc., a subsidiary of Novartis AG, or Invamed, named the
Company and several others as defendants in a lawsuit filed in the United States
District Court for the Southern District of New York, charging that the Company
unlawfully blocked access to the raw material source for Warfarin Sodium. In May
1999, Apothecon, Inc., a subsidiary of Bristol-Meyers Squibb, Inc. or Apothecon,
filed a similar lawsuit. The two actions have been consolidated.

The Company believes that the suits filed against it by Invamed and Apothecon
are without merit and intends to defend its position vigorously. These actions
are currently in the discovery stage. It is anticipated that this matter may
take several years to be resolved but an adverse judgment could have a material
adverse impact on the Company's business and consolidated financial statements.

In March 1999, civil action complaints filed separately by Mylan
Pharmaceuticals, Inc. and Pharmachemie, B.V. against the FDA were consolidated
in Mylan Pharmaceuticals, Inc. v. Henney in the U.S. District Court, District of
Columbia. These lawsuits challenged a March, 1999, FDA letter ruling that Barr
was eligible for generic exclusivity on tamoxifen citrate. In April, 1999, Barr
intervened as a defendant in support of the FDA. On March 31, 2000, the U.S.
District Court for the District of Columbia issued a Memorandum Opinion vacating
FDA's letter ruling. The court found that Barr was not eligible for exclusivity
under the plain language of the Hatch-Waxman Act because Barr's challenge to the
tamoxifen patent was settled after a district court had found the patent to be
unenforceable and because Barr changed its Paragraph IV certification to a
Paragraph III certification as part of the settlement of the patent challenge
case. Barr appealed the district court's decision to the U.S. Court of Appeals
for the District of Columbia Circuit. If upheld on appeal, this decision could
prevent Barr from obtaining generic market exclusivity for Tamoxifen.

Similarly, in the Ciprofloxacin patent challenge, Barr changed its Paragraph IV
certification to a Paragraph III certification as part of the settlement of the
patent challenge case. Therefore, if the decision in the tamoxifen case
discussed above is upheld on appeal, it could effect Barr's ability to obtain
generic market exclusivity for Ciprofloxacin. However, such a decision would not
prevent Barr from manufacturing and marketing its tamoxifen or ciprofloxacin
products and would not have a material adverse impact on the company's
consolidated financial statements.


In 1998 and 1999, the Company was contacted by the Department of Justice, or
DOJ, regarding the March 1993 settlement of the Tamoxifen patent litigation.
Barr continues to cooperate with the DOJ in this ongoing examination, and
believes that the DOJ will ultimately determine that the settlement was
appropriate and a benefit to consumers. The DOJ has not contacted the Company
about this matter since June 1999.

On June 30, 1999, the Company received a civil investigative demand and a
subpoena from the Federal Trade Commission, or the FTC, that, although not
alleging any wrongdoing, sought documents and data relating to the January 1997
agreements resolving patent litigation involving Ciprofloxacin hydrochloride,
which had been pending in the U.S. District Court for the Southern District of
New York. The FTC is investigating whether the Company, through settlement and
supply agreements, has engaged or are engaging in activities in violation of the
antitrust laws. The Company continues to cooperate with the FTC in this
investigation.


                                       22
<PAGE>   23
The Company believes that the patent challenge process under the Hatch-Waxman
Act represents a pro-consumer and pro-competitive alternative to bringing
generic products to market more rapidly than might otherwise be possible. The
Company believes that once all the facts are considered, and the benefits to
consumers are assessed, that these DOJ and FTC investigations will be
satisfactorily resolved. However, consideration of these matters could take
considerable time, and while unlikely, any adverse judgment in either matter
could have a material adverse impact on the Company's consolidated financial
statements.

As of June 30, 2000, 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

None.



                                       23
<PAGE>   24
                                     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 45 of the 2000 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 48 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 25 through 28 of the
Annual Report and is incorporated herein by reference.

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's exposure to market risk for a change in interest rates relates
primarily to the Company's investment portfolio of approximately $156 million
and debt instruments of approximately $30 million. The Company does not use
derivative financial instruments.

The Company's investment portfolio consists of cash and cash equivalents and
marketable securities classified as "available for sale." The primary objective
of the Company's investment activities is to preserve principal while at the
same time maximizing yields without significantly increasing risk. To achieve
this objective, the Company maintains its portfolio in a variety of high credit
quality securities, including U.S. government and corporate obligations,
certificates of deposit and money market funds. Approximately 99.9% of the
Company's portfolio matures in less than three months and the remaining .1%
matures in less than one year. The carrying value of the investment portfolio
approximates the market value at June 30, 2000. Because the Company's
investments are diversified and are of relatively short maturity, a hypothetical
10% change in interest rates would not have a material effect on the Company's
consolidated financial statements.

Approximately 90% of the Company's debt instruments at June 30, 2000, are
subject to fixed interest rates and principal payments. The related note
purchase agreements permit the Company to prepay these notes prior to their
scheduled maturity, but may require the Company to pay a prepayment fee based on
market rates at the time of prepayment and the note rates. The remaining 10% of
debt instruments are primarily subject to variable interest rates based on LIBOR
and have fixed principal payments. The fair value of all debt instruments is
approximately $30 million at June 30, 2000. Management does not believe that any
risk inherent in the variable-rate nature of these instruments is likely to have
a material effect on the Company's consolidated financial statements.

The Company's $20 million Unsecured Revolving Credit Facility ("Revolver") has
an interest rate based on the prime rate or LIBOR plus 0.75%, at the Company's
option. The Company currently maintains a zero balance on the Revolver. If the
Company were to draw down on the line prior to its expiration in December 2001,
and an unpredicted increase in both alternate rates occurred, it would not be
likely to have a material effect on the Company's consolidated financial
statements.


                                       24
<PAGE>   25
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 is included on pages 29 through 47 of the
Annual Report and is incorporated herein by reference.

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

None.




                                       25
<PAGE>   26
                                    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            52       Chairman of the Board and Chief Executive Officer

Paul M. Bisaro             39       President, Chief Operating Officer and Secretary

Timothy P. Catlett         45       Senior Vice President, Sales and Marketing

William T. McKee           39       Senior Vice President, Chief Financial Officer
                                    and Treasurer

Mary E. Petit              51       Senior Vice President, Proprietary Product
                                    Development

Martin Zeiger              63       Senior Vice President, Strategic Business
                                    Development and General Counsel

Salah U. Ahmed             46       Vice President, Product Development

Ezzeldin A. Hamza          49       Vice President, Scientific Affairs

Catherine F. Higgins       48       Vice President, Human Resources
</TABLE>


     BRUCE L. DOWNEY was elected Chairman of the Board and Chief Executive
Officer in February 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. Mr. Downey is also a director of
Warner Chilcott, plc.

     PAUL M. BISARO was elected to the position of President and Chief Operating
Officer in December 1999. In September 1996, Mr. Bisaro was elected to the
position of Senior Vice President, Strategic Business Development. Mr. Bisaro is
the Secretary of the Company and in June 1998, was elected to the Company's
Board of Directors. Prior to September 1996, Mr. Bisaro held various positions
of increasing responsibility including General Counsel and Chief Financial
Officer. 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 elected to Senior Vice President, Sales and
Marketing in September 1997. From February 1995 to August 1997, Mr. Catlett
served as Vice President, Sales and Marketing.


                                       26
<PAGE>   27
     WILLIAM T. MCKEE was elected to the position of Senior Vice President,
Chief Financial Officer in December 1998. From December 1997 to November 1998,
Mr. McKee served as Vice President, Chief Financial Officer. From September 1996
to November 1997, Mr. McKee served as Chief Financial Officer. Prior to this Mr.
McKee served as Director of Finance. Mr. McKee is the Treasurer of the Company
and is a C.P.A.

     MARY E. PETIT was elected to the position of Senior Vice President,
Proprietary Product Development in December 1999. From September 1996 to
November 1999, Dr. Petit held the position of Senior Vice President, Operations.
Prior to this Dr. Petit held the position of Vice President, Quality.

     MARTIN ZEIGER was employed by the Company in December 1999 as Senior Vice
President, Strategic Business Development and General Counsel. Mr. Zeiger joined
Barr from Hoechst Marion Roussel, where he served as a Vice President since the
1995 acquisition by Hoechst of Marion Merrill Dow.

     SALAH U. AHMED was elected Vice President, Product Development in September
1996. Dr. Ahmed joined the Company as Director of Research and Development in
1993.

     EZZELDIN A. HAMZA was elected Vice President in 1993. Prior to this
position Mr. Hamza held positions of increasing responsibility including
Director of Quality Control, Director of Scientific Affairs and Vice President,
Technical Affairs.

     CATHERINE F. HIGGINS was employed by the Company in January 1992 as Vice
President, Human Resources and was elected an officer in September 1992.

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 in the section headed "Information on Nominees" of the Company's Notice of
Annual Meeting of Shareholders, dated September 25, 2000 (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 in the sections headed "Executive Compensation", "Option Grants", "Option
Exercises and Option Values" and "Executive Agreements" of the Proxy Statement
and is incorporated herein by reference.

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 in the sections headed "Ownership of Securities" of the
Proxy Statement and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


                                       27
<PAGE>   28
A description of certain relationships and related transactions is set forth in
the section headed "Certain Relationships and Related Transactions" of the Proxy
Statement and is incorporated herein by reference.


                                          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, 2000 and 1999, and the
     related consolidated statements of operations, shareholders' equity and
     cash flows for each of the three years in the period ended June 30, 2000
     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.

<TABLE>
<CAPTION>
                                                                 Page
                                                                 ----
<S>                                                             <C>
Independent Auditors' Report                                      24
Schedule II - Valuation and Qualifying Accounts                   25
</TABLE>



Exhibits
--------

3.1            Composite Restated Certificate of Incorporation of the
               Registrant(2)

3.2            Amended and Restated By-Laws of the Registrant(2)

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

4.2            Amended and Restated Loan Agreement dated November 18, 1997 (9)

4.3            Note Purchase Agreements dated November 18, 1997 (1)

10.1           Stock Option Plan (3)

10.2           Savings and Retirement Plan (8)

10.6           Collective Bargaining Agreement, effective April 1, 1996 (12)

10.7           Agreement with Bruce L. Downey (4)



                                       28
<PAGE>   29
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)

10.15          Proprietary Drug Development and Marketing Agreement dated March
               20, 2000 (portions of this exhibit have been omitted pursuant to
               a request for confidential treatment) (13)

10.16          Description of Excess Savings and Retirement Plan  *

10.17          Agreement with Paul M. Bisaro  *

13.0           2000 Annual Report to Shareholders

21.0           Subsidiaries of the Company (11)

23.0           Consent of Deloitte & Touche LLP

27.0           Financial Data Schedule
               ----------------------------------------------------------------
               * Previously Filed

(1)            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 December 31, 1997 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, 1999 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.


                                       29
<PAGE>   30
(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 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, 1988 and incorporated herein by reference.

(12)           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.

(13)           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, 2000 and incorporated herein by
               reference.


(b)     Reports on Form 8-K

        None.



                                       30
<PAGE>   31
                                        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.

<TABLE>
<CAPTION>
     Signature                          Title                           Date
     ---------                          -----                           ----
<S>                          <C>                                     <C>
BY BRUCE L. DOWNEY           Chairman of the Board & Chief           May 2, 2001
   ---------------           Executive Officer
   (Bruce L. Downey)

BY WILLIAM T. MCKEE          Senior Vice President, Chief            May 2, 2001
   ----------------          Financial Officer & Treasurer
   (William T. McKee)        (Principal Financial Officer and
                             Principal Accounting Officer)
</TABLE>



     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.

<TABLE>
<CAPTION>
   Signature                              Title                          Date
   ---------                              -----                          ----
<S>                          <C>                                     <C>
BRUCE L. DOWNEY              Chairman of the Board                   May 2, 2001
---------------
(Bruce L. Downey)

EDWIN A. COHEN               Vice Chairman of the Board              May 2, 2001
--------------
(Edwin A. Cohen)

PAUL M. BISARO               Director                                May 2, 2001
--------------
(Paul  M. Bisaro)

ROBERT J. BOLGER             Director                                May 2, 2001
----------------
(Robert J. Bolger)

MICHAEL F. FLORENCE          Director                                May 2, 2001
-------------------
(Michael F. Florence)

JACOB M. KAY                 Director                                May 2, 2001
------------
(Jacob M. Kay)

BERNARD C. SHERMAN           Director                                May 2, 2001
------------------
(Bernard C. Sherman)

GEORGE P. STEPHAN            Director                                May 2, 2001
-----------------
(George P. Stephan)
</TABLE>




                                       31
<PAGE>   32
INDEPENDENT AUDITORS' REPORT


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


We have audited the accompanying consolidated balance sheets of Barr
Laboratories, Inc. and subsidiaries (the "Company") as of June 30, 2000 and
1999, and the related consolidated statements of operations, shareholders'
equity, and cash flows for each of the three years in the period ended June 30,
2000. Our audits also included the financial statement schedule listed in the
Index at Item 14. These financial statements and financial statement schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statements and financial statement schedule
based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Barr Laboratories, Inc. and
subsidiaries at June 30, 2000 and 1999, and the results of their operations and
their cash flows for each of the three years in the period ended June 30, 2000
in conformity with accounting principles generally accepted in the United States
of America. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.

As discussed in Note 1, the accompanying consolidated financial statements have
been restated.


DELOITTE & TOUCHE LLP

Parsippany, New Jersey
August 7, 2000
May 2, 2001 as to Note 1




                                       32
<PAGE>   33
SCHEDULE II

BARR LABORATORIES, INC.
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JUNE 30, 2000, 1999 AND 1998
(IN THOUSANDS OF DOLLARS)



<TABLE>
<CAPTION>
                                                  BALANCE AT      ADDITIONS,       RECOVERY
                                                   BEGINNING      COSTS AND         AGAINST      DEDUCTIONS,       BALANCE AT
                                                    OF YEAR        EXPENSE         WRITE-OFFS    WRITE-OFFS       END OF YEAR
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>               <C>           <C>              <C>
Allowance for doubtful accounts:
  Year ended June 30, 1998                          $  270          $  180          $    1          $  189          $  262
  Year ended June 30, 1999                             262             180               1              44             399
  Year ended June 30, 2000                             399             155               4             221             337

Reserve for returns and
allowances:
  Year ended June 30, 1998                           1,350           5,003            --             3,877           2,476
  Year ended June 30, 1999                           2,476           7,640            --             7,845           2,271
  Year ended June 30, 2000                           2,271           9,895            --             8,363           3,803

Inventory reserves:
  Year ended June 30, 1998                           3,635           8,043            --             6,103           5,575
  Year ended June 30, 1999                           5,575           5,398            --             4,420           6,553
  Year ended June 30, 2000                           6,553           4,317            --             5,300           5,570
</TABLE>





                                       33