<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(Mark One)

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

For the fiscal year ended June 30, 1999 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)

<TABLE>
<S>                                                                             <C>
 Securities registered pursuant to Section 12(b) of the Act:                    Name of each exchange on
                     Title of each class                                            which registered:
                Common Stock, Par Value $0.01
                                                                                 New York Stock Exchange
</TABLE>

        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 $493,898,290 as of June 30, 1999 (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,
1999: 22,805,628.

                       DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF THE REGISTRANT'S 1999 ANNUAL REPORT TO SHAREHOLDERS ARE INCORPORATED
BY REFERENCE IN PART II AND PART IV HEREOF. PORTIONS OF THE REGISTRANT'S 1999
PROXY STATEMENT ARE INCORPORATED BY REFERENCE IN PART III HEREOF.
<PAGE>   2
                                     PART I

ITEM 1.  BUSINESS

Barr Laboratories, Inc. ("Barr" or the "Company") is an established
pharmaceutical company engaged in the development, manufacture and marketing of
generic and proprietary prescription pharmaceuticals.

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 U.S. Food and Drug Administration ("FDA") approvals;
market and customer acceptance and demand for new pharmaceutical products;
ability to market new proprietary products; the impact of competitive products
and pricing; timing and success of new 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.

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

Barr was founded in 1970 and commenced active business in 1972 as a manufacturer
of generic drug products. Barr is listed on the New York Stock Exchange
(NYSE-BRL). The Company currently markets 70 generic and proprietary products,
representing various dosage strengths and product forms of 32 chemical entities.
The Company's product line is concentrated primarily on six core therapeutic
categories: oncology, female healthcare, cardiovascular, anti-infectives, pain
management and psychotherapeutics.

The Company's business strategy has three core components: (i) the development
and marketing of generic pharmaceuticals that have one or more barriers to
entry, (ii) developing the generic version and then challenging patents
protecting select brand pharmaceuticals where the Company believes that such
patents are either invalid, unenforceable or not infringed by the Company's
product, and (iii) the development and introduction of proprietary
pharmaceuticals.

Generic Products

The majority of the Company's currently marketed products represent generic
forms of brand pharmaceutical products. These products are part of an industry
with annual sales of approximately $9 billion. The Company rarely pursues those
products where it expects that a significant number of its competitors will
successfully develop a generic product. Instead, the Company principally pursues
the development and marketing of generic pharmaceuticals that have one or more
barriers to entry. The Company believes products with such barriers will face
limited competition and, therefore,

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provide longer product life cycles and/or higher profitability than commodity
generic products.

During the fiscal year ended June 30, 1999, the Company introduced seven new
generic products, including a cancer agent, two additional strengths of its
Warfarin Sodium anti-coagulant, two additional strengths of an anti-depressant,
and two strengths of an anti-infective drug.

Generic products introduced within the past two fiscal years, particularly the
Company's Warfarin Sodium anti-coagulant, Naltrexone treatment for alcohol
dependency, Hydroxyurea cancer agent, and members of the Company's portfolio of
hormone replacement products have been the drivers behind sales and earnings
increases.

The Company's largest selling product, Tamoxifen Citrate ("Tamoxifen"), the
generic equivalent of Nolvadex(R), is used to treat advanced breast cancer as
well as impede the recurrence of tumors following surgery. In October 1998, the
FDA approved the use of Tamoxifen for the reduction in incidence of breast
cancer in women at high risk for developing this disease. Tamoxifen accounted
for approximately 66%, 68% and 76% of the Company's product sales during fiscal
1999, 1998 and 1997, respectively.

Warfarin Sodium is the generic equivalent of DuPont Pharmaceutical's
Coumadin(R), an anti-coagulant with U.S. sales of approximately $500 million
during the year ended December 31, 1998. Approved in March 1997, and launched in
July 1997, approximately six million prescriptions for Barr's generic product
had been dispensed as of the close of fiscal 1999. During the fiscal year, an
additional generic competitor entered the market, and by fiscal year end a third
competitor had received FDA approval for this product. Warfarin Sodium accounted
for approximately 15% and 11% of the Company's product sales during fiscal 1999
and 1998, respectively.

Patent Challenges

The second part of Barr's generic product strategy is its patent challenge
strategy. As part of this strategy, the Company identifies patent protected
brand products where it believes the patents are either invalid or will not be
infringed by the Company's product. Then, the Company undertakes the development
and filing with the FDA of its generic version of the product, and engages in
the litigation necessary to resolve the patent issues.

As of the close of fiscal 1999, the Company has engaged in five patent
challenges, of which three have been resolved and two are currently pending. The
Company believes that the pursuit of these products to date has resulted in a
significant consumer benefit, in that the successful outcome of two cases will
ensure significant patient savings through the early introduction of more
affordable versions of the branded products.

In 1993, as a result of a settlement of a patent challenge against the innovator
of Tamoxifen, Barr entered into a non-exclusive supply and distribution
agreement. As a result of this agreement, breast cancer patients have had access
to Barr's more affordable version of Tamoxifen eight years earlier than they
might otherwise have. The Company also has a tentatively approved Abbreviated
New Drug Application ("ANDA") for the manufacture of Tamoxifen. At the time of
patent expiration in August 2002 (or should another company's patent challenge
succeed), Barr will be permitted to begin the direct manufacture of Tamoxifen.

In January 1997, Barr and Bayer AG settled the pending litigation regarding
Bayer's patents protecting CIPRO(R) ("Ciprofloxacin"). Under terms of the
settlement, Barr received a one-time

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payment and entered into a contingent, non-exclusive supply agreement. Under
this agreement, Bayer has the option to make payments to Barr or to provide Barr
with quantities of Ciprofloxacin that Barr could market pursuant to a license
from Bayer. Also as part of the settlement, Barr has the unconditional right to
begin selling Ciprofloxacin no later than six months prior to the expiration of
the patent. As a result of this agreement, the Company believes that consumers
will receive a substantial benefit by having access to a more affordable generic
product in advance of the date when the product would otherwise have been
available for competition.

The Company currently has two patent challenges pending, including a challenge
against Prozac(R) and Ortho-Novum 7/7/7(R) (See Item 3, Legal Proceedings). The
Company will continue to invest heavily in research and development and the
legal costs necessary to identify future patent challenge opportunities.

In August 1999, the FDA published a proposed 180-Day Generic Drug Exclusivity
rule. This proposed rule is designed to clarify the FDA's interpretation of the
180-day generic drug exclusivity provision of the Drug Price Competition and
Patent Term Restoration Act of 1984 ("Hatch-Waxman Act"), in response to
numerous court challenges and citizens petitions. The proposed rule seeks to
more clearly define who is entitled to the exclusivity period and how that
period is "triggered." The comment period on the proposal ends in November 1999,
and final rule-making, which is expected to incorporate comments from a number
of parties including members of the generic industry, could also be the subject
of additional court challenges. As a result, implementation of the FDA's
interpretation could be delayed for a significant period. As such, it is
impossible for the Company to predict what, if any, effect the proposed rule
would have on the "first to file" status of its patent cases. In addition to
Tamoxifen, products for which the Company was "first to file" include
Ciprofloxacin ("CIPRO"), Zidovudine ("AZT(R)") and Fluoxetine ("Prozac").

The patent challenge process is a fundamental component of the Hatch-Waxman Act
that is designed to encourage generic companies to develop versions of brand
products and challenge suspect patents years ahead of patent expiry. The Company
believes that its successful challenges provide more affordable medicine for
consumers who otherwise would have paid higher brand prices for these products
through patent expiry. Recently, the U.S. Department of Justice ("DOJ") and the
Federal Trade Commission ("FTC") have been examining the settlement of such
patent challenges (See Item 3, Legal Proceedings). The Company is confident the
patent challenge provisions under the Hatch-Waxman Act provide a significant
consumer benefit by allowing the introduction of more affordable generic
products earlier than might otherwise be possible. Further, the Company believes
that as the consumer benefits of this process become more apparent to the DOJ
and FTC, any concerns will be resolved.

Proprietary Pharmaceuticals

Barr's focus on the development of proprietary pharmaceutical products, which
was initiated in fiscal 1997, today includes a development portfolio of
approximately ten projects. Under development are four cancer agents, three oral
contraceptive products, one hormonal product, one anti-viral product, and a
psycho-therapeutic agent. Projects in development are expected to compete in
therapeutic categories that have total current annual sales in excess of $6
billion.

The first product from Barr's proprietary product development program, the
PREVEN(TM) Emergency Contraceptive Kit, a contraceptive co-developed with
Gynetics, Inc., was approved in September 1998. Barr helped to develop and
submit the new product application to the FDA and manufactures the oral
contraceptive tablets that are part of the PREVEN Kit. Gynetics is responsible
for marketing

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the product. The development and regulatory experience gained in the approval of
this first proprietary product is expected to strengthen ongoing proprietary
projects.

The Company's proprietary product development strategy is focused on pursuing a
portfolio of products that will result in the introduction in the United States
of innovative dosage forms of existing chemical entities, commercialization of
therapies available outside of the U.S. market, as well as the development of
novel chemical entities that are not currently available. This strategy will
result in the introduction of products in the near-, mid- and long-term that
have varying periods of market exclusivity. Barr estimates that the development
and introduction of its current portfolio of ten proprietary products could
require an investment of $25 to $35 million within the next three to four years.

Research and Development

For the fiscal years ended June 30, 1999, 1998 and 1997, total research and
development expenditures were approximately $23 million, $19 million and $14
million, respectively. Approximately $4 million of the fiscal 1999 expenditures
were in direct support of the Company's proprietary development activities.
Management anticipates that research and development expenditures in fiscal 2000
will significantly exceed comparable expenditures in fiscal 1999, due to
increased activity in generic and proprietary drug development activities.

Marketing and Customers

The Company markets its 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 three customer service representatives who inform the Company's customers of
new products, process orders and advise of order status and current pricing. All
marketing activities are developed, implemented and coordinated by a product
marketing function consisting of three employees.

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

The Company's generic business has approximately 140 direct purchasing customers
and 105 indirect customers that purchase the Company's products via wholesalers.
In fiscal 1999, 1998 and 1997, McKesson Drug Company, the nation's largest
wholesaler, accounted for approximately 14%, 12% and 13%, 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 Company's customer base has undergone
significant consolidation, particularly in the chain drug store, food store,
distributor and wholesaler trade classes. In addition, a number of customers
have instituted single-source programs that limit the number of generic
suppliers that provide products to that customer. This consolidation and changes
in customer buying patterns have resulted in heightened 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 source product from
a limited number of suppliers, have continued to grow. While the Company
believes that it has excellent relationships with its key customers, there can
be no assurance that continued consolidation will not

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impact the Company's business, or that such impact might not be significant.

The Company's proprietary products are expected to require a sales force to
detail products directly to physicians and healthcare providers. Currently the
Company does not have such a sales force but it expects to develop such sales
capabilities through such activities as partnerships, joint ventures or
strategic acquisitions. For example, Barr's first proprietary product, the
PREVEN Emergency Contraceptive Kit, is marketed by the Company's partner,
Gynetics Inc. As additional proprietary products reach the final stages of
approval, the Company expects to have secured the sales resources necessary to
successfully introduce these products.

Competition

The Company competes in varying degrees with numerous other manufacturers of
pharmaceutical products (both branded and generic). These competitors include
the generic divisions of proprietary pharmaceutical companies (either marketing
units or other generic manufacturers), large independent generic
manufacturers/distributors that seek to provide "one stop shopping" by offering
a full line of products, generic manufacturers that have targeted select
therapeutic categories and market niches, and proprietary pharmaceutical
companies whose patent protected therapies compete with both generic and
proprietary products marketed by the 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 therefore, while currency fluctuations do not have an immediate impact on
prices the Company pays, such fluctuations may, over time, have an effect on
prices to the Company. 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 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

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cause a significant delay in the manufacture of the drug product affected.

In addition, recent and pending regulatory actions may make it more difficult
for the Company and other generic pharmaceutical manufacturers to obtain
commitments from foreign suppliers prior to the expiration of patents on branded
products. The unavailability of such raw materials could also impede the Company
in its efforts to develop and obtain FDA approval to manufacture and market new
generic pharmaceutical products, including patent challenge candidates.

To date, the Company has not experienced any significant delays from lack of raw
material availability. However, there can be no assurance that significant
delays will not occur in the future.

Employees

As of June 30, 1999, the Company had approximately 574 full-time employees
including 109 in research and development and 372 in production and quality
assurance/control. Approximately 115 are represented by a union that has a
collective bargaining agreement with the Company. The Company's current
collective bargaining agreement with its employees, who are represented by Local
2-149 of the Paper, Allied, Chemical and Energy (PACE) Union International,
expires on April 1, 2001.

GOVERNMENT REGULATION

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

ANDA Process
FDA approval is required before a generic equivalent to a previously approved
drug or a new dosage form of an existing drug can be marketed. The Company
usually receives 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 may require bioavailability and/or bioequivalence
studies. "Bioavailability" indicates the rate and extent of absorption and
levels of concentration of a drug product in the blood stream needed to produce
a therapeutic effect. "Bioequivalence" compares the bioavailability of one drug
product with another, and when established, indicates that the rate of
absorption and levels of concentration of a generic drug in the body are
substantially equivalent to the previously approved drug. An ANDA may be
submitted for a drug on the basis that it is the equivalent to a previously
approved drug or, in the case of a new dosage form, is suitable for use for the
indications specified.

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

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

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

NDA Process
FDA approval is required before any new drug can be marketed. A New Drug
Application ("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 pre-clinical data must be satisfied. The
pre-clinical 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. Data from pre-clinical testing and clinical trials are
submitted to the FDA as a 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 requires the
expenditure of substantial resources. Preparing a 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 a 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 may be required to provide additional data on safety and will be
required 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.
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.

DEA
Because the Company markets some and intends to introduce or reintroduce a wide
range of controlled substances in its analgesic and psychotherapeutic product
lines, it must meet the requirements of the Controlled Substances Act and the
regulations issued thereunder and administered

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by the DEA. These regulations include stringent requirements for manufacturing
controls and security to prevent diversion of or unauthorized access to the
drugs in each stage of the production and distribution process. The DEA monitors
allocation to the Company of raw materials used in the production of controlled
substances based on historical sales data. The Company believes it is currently
in compliance with all applicable DEA requirements.

Government Relations Activities

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, directly petitioning the
FDA to request amendments to FDA standards through the Citizen Petition process,
seeking changes in United States Pharmacopoeia 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.

Using such terminology as Narrow Therapeutic Index ("NTI") and "Critical Care or
Critical Dose Drugs" to define sub-categories of drug products, the brand
industry is attempting to erroneously suggest that there are clinical
differences between brand and generic products that require additional attention
by the prescribing physician or limits on substitution. Since January 1997, Barr
has engaged the resources necessary to fight proposed legislation in over thirty
states.

Some brand 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.

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. This law basically required drug manufacturers to enter into a rebate
contract with the Federal Government. All generic pharmaceutical manufacturers,
whose products are covered by the Medicaid program, are required to rebate to
each state a percentage (currently 11% in the case of products manufactured by
the Company and 15% for Tamoxifen sold by the Company) of their average net
sales price for the products in question. The Company provides an accrual for
future estimated rebates in its consolidated financial statements.

Over the last year, the extension of prescription drug coverage to all Medicare
recipients has gained support in the Federal legislature. The generic
pharmaceutical industry trade associations are actively

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involved in discussions regarding the structure and scope of any proposed
Medicare prescription drug benefit plans. The Company, as an active member of
two of the three trade associations representing the generic pharmaceutical
industry, supports the development of an industry wide position on Medicare.

The Company believes that federal and/or state governments may continue to enact
measures in the future aimed at reducing the costs of drugs to the public. The
Company cannot predict the nature of such measures or their impact on the
Company's profitability.

Other

The Company is 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.


ITEM 2.  PROPERTIES

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

<TABLE>
<CAPTION>
                    SQUARE
LOCATION            FOOTAGE    STATUS              DESCRIPTION
--------            -------    ------              -----------
<S>                 <C>        <C>       <C>
NEW JERSEY
Northvale            26,500    Owned     Manufacturing
Northvale            57,000    Leased    Warehouse (to be closed October 1999)

NEW YORK
Blauvelt             50,000    Leased    Corporate Administration
Pomona 1             33,000    Owned     R&D, Laboratories, Manufacturing
Pomona 2             90,000    Owned     Laboratories, Administrative Offices,
                                         Manufacturing, Warehouse

VIRGINIA
Forest              168,000    Owned     Administrative Offices, Manufacturing,
                                         Warehouse, Packaging, Distribution
</TABLE>

Over the past three fiscal years, the Company has spent approximately $68
million in capital expenditures primarily to expand manufacturing capacity,
extend research and development activities and strengthen certain competitive
advantages.

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ITEM 3.   LEGAL PROCEEDINGS

Fluoxetine Hydrochloride Patent Challenge

In February 1996, Barr filed an ANDA seeking approval from the FDA to market
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 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
have 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.

During the quarter ended March 31, 1999, the Company filed an appeal in the U.S.
Court of Appeals for the Federal Circuit on the issues that were dismissed. The
Company anticipates oral arguments in late calendar 1999 and a decision in early
calendar 2000.

Invamed, Inc./Apothecon, Inc. Lawsuit

In February 1998, Invamed, Inc. ("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. ("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 discovery stage. It is anticipated that this matter will take
several years to be resolved but an adverse judgement could have a material
adverse impact on the Company's consolidated financial statements.

DuPont Anti-Trust Suit

On March 9, 1998, the Company filed an anti-trust suit against DuPont Merck
Pharmaceutical Company ("DuPont") in the United States District Court for the
Southern District of New York, charging that DuPont has acted unlawfully to
impede the marketplace acceptance of Barr's generic version of the
anti-coagulant Coumadin. The Company's suit charges that DuPont's actions
violated federal anti-trust laws, as well as the Lanham Act and the New York
Deceptive Practices Act. This matter is currently in the discovery stage. The
Company intends to prosecute this case vigorously.

Norethindrone and Ethinyl Estradiol Patent Challenge

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

                                                                              11
<PAGE>   12
norethindrone and ethinyl estradiol until certain U.S. patents expire in 2003.
The case is in discovery stage and no trial date has been set.

OTHER LEGAL MATTERS

Department of Justice Investigation Relating to Tamoxifen Citrate

In 1998 and 1999, the Company was contacted by the Department of Justice ("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.

Federal Trade Commission ("FTC") Civil Investigative Demand Relating to
Ciprofloxacin

On June 30, 1999, the Company received a demand for interrogatories and a
subpoena for documents relating to the January 1997 settlement of the
Hatch-Waxman Act patent litigation relating to 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 parties have engaged or are engaging
in unfair methods of competition or affecting commerce in violation of Section 5
of the Federal Trade Commission Act.

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 is convinced that once all the facts are considered, and the benefits to
consumers are assessed, that the DOJ and FTC investigations described above will
be terminated. However, consideration of these matters could take considerable
time, and while unlikely, any adverse judgement in either matter could have a
material adverse impact on the Company's consolidated financial statements.

Miscellaneous

As of June 30, 1999, 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.

                                                                              12
<PAGE>   13
                                     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 42 of the 1999 Annual
Report to Shareholders ("Annual Report") and is incorporated herein by
reference.

ITEM 6.  SELECTED FINANCIAL DATA

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

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

The information required by Item 7 is included on pages 25 through 29 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 $103 million and debt
instruments of $32 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 92% of the
Company's portfolio matures in less than three months and the remaining 8%
matures in less than one year. The carrying value of the investment portfolio
approximates the market value at June 30, 1999. 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 89% of the Company's debt instruments at June 30, 1999, 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 11% 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 $32 million at June 30, 1999. 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 July 2000, 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.

                                                                              13
<PAGE>   14
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 is included on pages 30 through 43 of the
Annual Report and is incorporated herein by reference.

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

None.

                                                                              14
<PAGE>   15
                                    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                 51          Chairman of the Board, Chief Executive Officer and President

Paul M. Bisaro                  38          Senior Vice President, Strategic Business Development,
                                            General Counsel and Secretary

Timothy P. Catlett              44          Senior Vice President, Sales and Marketing

William T. McKee                38          Senior Vice President, Chief Financial Officer and Treasurer

Mary E. Petit                   50          Senior Vice President, Operations

Salah U. Ahmed                  45          Vice President, Product Development

Ezzeldin A. Hamza               48          Vice President, Research and Development

Catherine F. Higgins            47          Vice President, Human Resources

Gerald F. Price                 52          Vice President, Business Development
</TABLE>

         BRUCE L. DOWNEY became the Company's President, Chief Operating Officer
and a member of the Board of Directors in January 1993 and was elected Chairman
of the Board and Chief Executive Officer in February 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 became the Company's General Counsel in July 1992, was
elected Secretary of the Company in September 1992 and elected a Vice President
in 1993. In August 1994, Mr. Bisaro was elected to the position of Chief
Financial Officer. In September 1996, Mr. Bisaro was elected to the position of
Senior Vice President, Strategic Business Development. In June 1998, Mr. Bisaro
was elected to the Company's Board of Directors. 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. Prior to his
association with Winston & Strawn, Mr. Bisaro was a Consultant with Arthur
Andersen & Co.

         TIMOTHY P. CATLETT was employed by the Company in February 1995 as Vice
President, Sales and Marketing. In September 1997, Mr. Catlett was elected to
Senior Vice President, Sales and Marketing. From 1978 through 1993, Mr. Catlett
held a number of

                                                                              15
<PAGE>   16
positions with the Lederle Laboratories division of American Cyanamid including
Vice President, Cardiovascular Marketing.

         WILLIAM T. MCKEE was employed by the Company in January 1995 as
Director of Finance and was appointed Treasurer in March 1995. In September
1996, Mr. McKee was elected to the position of Chief Financial Officer, in
December 1997 Mr. McKee was elected Vice President and in December 1998 was
elected Senior Vice President. Prior to joining the Company, Mr. McKee served as
Vice President, Finance for Absolute Entertainment Inc. From September 1983
through June 1993, Mr. McKee held management positions in the accounting firms
of Deloitte & Touche LLP and Gramkow & Carnevale, CPAs. Mr. McKee is a C.P.A.

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

         SALAH U. AHMED was employed by the Company as Director of Research and
Development in 1993. Dr. Ahmed was named Vice President, Product Development in
September 1996. Before joining Barr, Dr. Ahmed was a Senior Scientist with
Forest Laboratories, Inc. from 1989 to 1993.

         EZZELDIN A. HAMZA was employed by the Company in July 1984 as Director
of Quality Control and thereafter, from August 1987, served as Director of
Scientific Affairs. In December 1988, Mr. Hamza was elected to the position of
Vice President, Technical Affairs. In 1993, he was elected Vice President,
Research and Development.

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

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

The Company's directors and executive officers are elected annually to serve
until the next annual meeting or until their successors have been elected and
qualified. The directors of the Company and their business experience are set
forth in the section headed "Information on Nominees" of the Company's Notice of
Annual Meeting of Shareholders, dated September 27, 1999 (the "Proxy Statement")
and are incorporated herein by reference.

                                                                              16
<PAGE>   17
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

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.

                                                                              17
<PAGE>   18
                                     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, 1999 and 1998, and the
         related consolidated statements of operations, shareholders' equity and
         cash flows for each of the three years in the period ended June 30,
         1999 and the related notes to the consolidated financial statements,
         together with the Independent Auditors' Report, are incorporated herein
         by reference. With the exception of the aforementioned information and
         the information incorporated by reference in Items 5 through 8, the
         Annual Report is not deemed filed as part of this report. The following
         additional financial data should be read in conjunction with the
         financial statements in the Annual Report. All other schedules are
         omitted because they are not applicable or the required information is
         shown in the consolidated financial statements or notes.

                                                             Page
                                                             ----
         Independent Auditors' Report                         22
         Schedule II - Valuation and Qualifying Accounts      23



Exhibits

3.1             Composite Restated Certificate of Incorporation of the
                Registrant

3.2             Amended and Restated By-Laws of the Registrant

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)

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

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

10.7            Agreement with Bruce L. Downey(4)

10.8            Agreement with Ezzeldin A. Hamza(4)

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

                                                                              18
<PAGE>   19
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)

13.0            1999 Annual Report to Shareholders

21.0            Subsidiaries of the Company (11)

23.0            Consent of Deloitte & Touche LLP

27.0            Financial Data Schedule

(1)             Previously filed with the Securities and Exchange Commission as
                an Exhibit to the Registrant's 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, 1986 and incorporated herein by
                reference.

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

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

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

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

                                                                              19
<PAGE>   20
(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.

(b)      Reports on Form 8-K

         None.

                                                                              20
<PAGE>   21
                                   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                      August 11, 1999
   ---------------                       Executive Officer & President
      (Bruce L. Downey)

BY WILLIAM T. MCKEE                      Senior Vice President, Chief                      August 11, 1999
   ----------------                      Financial Officer & Treasurer
      (William T. McKee)
</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, Chief                      August 11, 1999
---------------                          Executive Officer & President
(Bruce L. Downey)

EDWIN A. COHEN                           Vice Chairman of the Board                        August 11, 1999
--------------
(Edwin A. Cohen)

PAUL M. BISARO                           Director                                          August 11, 1999
--------------
(Paul  M. Bisaro)

ROBERT J. BOLGER                         Director                                          August 11, 1999
----------------
(Robert J. Bolger)

MICHAEL F. FLORENCE                      Director                                          August 11, 1999
-------------------
(Michael F. Florence)

JACOB M. KAY                             Director                                          August 11, 1999
------------
(Jacob M. Kay)

BERNARD C. SHERMAN                       Director                                          August 11, 1999
------------------
(Bernard C. Sherman)

GEORGE P. STEPHAN                        Director                                          August 11, 1999
-----------------
(George P. Stephan)
</TABLE>

                                                                              21
<PAGE>   22
INDEPENDENT AUDITORS' REPORT

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

We have audited the financial statements of Barr Laboratories, Inc. and
subsidiaries (the "Company") as of June 30, 1999 and 1998, and for each of the
three years in the period ended June 30, 1999, and have issued our report
thereon dated August 6, 1999; such financial statements and report are included
in your June 30, 1999 Annual Report to Shareholders and are incorporated herein
by reference. Our audits also included the financial statement schedule of Barr
Laboratories, Inc., listed in Item 14. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP

Parsippany, New Jersey
August 6, 1999

                                                                              22
<PAGE>   23
                                                                     SCHEDULE II

BARR LABORATORIES, INC.
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                           BALANCE AT     ADDITIONS,       RECOVERY
                                          BEGINNING OF     COSTS AND       AGAINST       DEDUCTIONS,     BALANCE AT
                                              YEAR          EXPENSE       WRITE-OFFS      WRITE-OFFS     END OF YEAR
---------------------------------------- --------------- -------------- --------------- --------------- --------------
<S>                                      <C>             <C>            <C>             <C>             <C>
Allowance for doubtful accounts:
   Year ended June 30, 1997                    $    192       $    735         $    22        $    679       $    270
   Year ended June 30, 1998                         270            180               1             189            262
   Year ended June 30, 1999                         262            180               1              44            399

Reserve for returns and allowances:
   Year ended June 30, 1997                       1,607          5,105               -           5,362          1,350
   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

Inventory reserves:
   Year ended June 30, 1997                       1,279          5,334               -           2,978          3.635
   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
</TABLE>

                                                                              23
<PAGE>   24
                                EXHIBIT INDEX
                                -------------


Exhibit No.     Description
-----------     -----------

3.1             Composite Restated Certificate of Incorporation of the
                Registrant

3.2             Amended and Restated By-Laws of the Registrant

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)

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

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

10.7            Agreement with Bruce L. Downey(4)

10.8            Agreement with Ezzeldin A. Hamza(4)

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

10.10           1993 Stock Incentive Plan (5)

10.11           1993 Employee Stock Purchase Plan (6)

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

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

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

13.0            1999 Annual Report to Shareholders

21.0            Subsidiaries of the Company (11)

23.0            Consent of Deloitte & Touche LLP

27.0            Financial Data Schedule

(1)             Previously filed with the Securities and Exchange Commission as
                an Exhibit to the Registrant's 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, 1986 and incorporated herein by
                reference.

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

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

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

(6)             Previously filed with the Securities and Exchange Commission as
                an Exhibit to the Registrant's Registration Statement on Form
                S-8 No. 33-73700 and incorporated 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.
<PAGE>   25
(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.