content: ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                   ==============
  
                                      FORM 8-K
  
                                   ==============
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
                                    May 24, 2000
  
                              ------------------------
                  Date of Report (Date of earliest event reported)
  
  
                             Schein Pharmaceutical, Inc.
  
               (exact name of registrant as specified in its charter)
  
        Delaware                      001-14019                  11-2726505
  
  -------------------          ----------------------      -----------------------
    (State or other            Commission File Number         (I.R.S. Employer
    jurisdiction of                                         Identification Number)
    incorporation or
     organization)
  
  
                  100 Campus Drive, Florham Park, New Jersey 07932
  
           --------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                                   (973) 593-5500
  
           ---------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
                                   Not Applicable
  
           ---------------------------------------------------------------
                     (Former name or former address, if changed
                                since last report.)
  
  ===============================================================================
  <PAGE>
  
  ITEM 5.   OTHER EVENTS
  
  
            On May 25, 2000, Watson Pharmaceuticals, Inc. and Schein
  Pharmaceutical, Inc. announced that the companies have entered into a definitive
  agreement under which Watson will acquire all of the outstanding stock of Schein
  through a two-step transaction comprised of a cash tender followed by a taxable
  stock merger. The cash tender offer will be at $19.50 per share of Schein common
  stock while pursuant to the merger, each Schein share will be converted into
  $23.00 of Watson common stock, subject to adjustment of the amount and nature of
  the merger consideration as provided in the Agreement and Plan of Merger among
  Watson Pharmaceuticals, Inc., WS Acquisition Corp. and Schein Pharmaceutical,
  Inc. dated as of May 24, 2000. Both Watson and Schein are developers,
  manufacturers and marketers of generic and branded pharmaceutical products,
  utilizing various drug delivery technologies.
  
       Please refer to Exhibits 99.1 and 99.2 to this Current Report on Form 8-K
  pursuant to Item 601 of Regulation S-K.
  
  
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (c)       The following documents are furnished as Exhibits to this Current
            Report on Form 8-K pursuant to Item 601 of Regulation S-K:
  
            99.1 Schein Pharmaceutical, Inc. press release dated May 25, 2000.
  
            99.2 Agreement and Plan of Merger among Watson Pharmaceuticals, Inc.,
                 WS Acquisition Corp. and Schein Pharmaceutical, Inc. dated as of
                 May 24, 2000.
  
  <PAGE>
  
  
                                     SIGNATURES
  
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                         SCHEIN PHARMACEUTICAL, INC.
  
  Date:  May 31, 2000
  
                                         By: /S/ Whitney K. Stearns, Jr.
                                             --------------------------------
                                             Name: Whitney K. Stearns, Jr.
                                             Title: SVP & CFO
  
  
  
  
  
  
                                         ii
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  DOC. NO. DOCUMENT DESCRIPTION
  
       99.1 Schein Pharmaceutical, Inc. press release dated May 25, 2000.
  
       99.2 Agreement and Plan of Merger among Watson Pharmaceuticals, Inc., WS
            Acquisition Corp. and Schein Pharmaceutical, Inc. dated as of May 24,
            2000.
  
  
  
  
  
  
  
                                         iii
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text: ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                   ==============
  
                                      FORM 8-K
  
                                   ==============
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
                                    May 24, 2000
  
                              ------------------------
                  Date of Report (Date of earliest event reported)
  
                             Schein Pharmaceutical, Inc.
  
               (exact name of registrant as specified in its charter)
  
        Delaware                      001-14019                  11-2726505
  
  -------------------          ----------------------      -----------------------
    (State or other            Commission File Number         (I.R.S. Employer
    jurisdiction of                                         Identification Number)
    incorporation or
     organization)
  
                  100 Campus Drive, Florham Park, New Jersey 07932
  
           --------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (973) 593-5500
  
           ---------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
                                   Not Applicable
  
           ---------------------------------------------------------------
                     (Former name or former address, if changed
                                since last report.)
  
  ===============================================================================
  ITEM 5.   OTHER EVENTS
  
            On May 25, 2000, Watson Pharmaceuticals, Inc. and Schein
  Pharmaceutical, Inc. announced that the companies have entered into a definitive
  agreement under which Watson will acquire all of the outstanding stock of Schein
  through a two-step transaction comprised of a cash tender followed by a taxable
  stock merger. The cash tender offer will be at $19.50 per share of Schein common
  stock while pursuant to the merger, each Schein share will be converted into
  $23.00 of Watson common stock, subject to adjustment of the amount and nature of
  the merger consideration as provided in the Agreement and Plan of Merger among
  Watson Pharmaceuticals, Inc., WS Acquisition Corp. and Schein Pharmaceutical,
  Inc. dated as of May 24, 2000. Both Watson and Schein are developers,
  manufacturers and marketers of generic and branded pharmaceutical products,
  utilizing various drug delivery technologies.
  
       Please refer to Exhibits 99.1 and 99.2 to this Current Report on Form 8-K
  pursuant to Item 601 of Regulation S-K.
  
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (c)       The following documents are furnished as Exhibits to this Current
            Report on Form 8-K pursuant to Item 601 of Regulation S-K:
  
            99.1 Schein Pharmaceutical, Inc. press release dated May 25, 2000.
  
            99.2 Agreement and Plan of Merger among Watson Pharmaceuticals, Inc.,
                 WS Acquisition Corp. and Schein Pharmaceutical, Inc. dated as of
                 May 24, 2000.
  SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                         SCHEIN PHARMACEUTICAL, INC.
  
  Date:  May 31, 2000
  
                                         By: /S/ Whitney K. Stearns, Jr.
                                             --------------------------------
                                             Name: Whitney K. Stearns, Jr.
                                             Title: SVP & CFO
  
                                         ii
  EXHIBIT INDEX
  
  DOC. NO. DOCUMENT DESCRIPTION
  
       99.1 Schein Pharmaceutical, Inc. press release dated May 25, 2000.
  
       99.2 Agreement and Plan of Merger among Watson Pharmaceuticals, Inc., WS
            Acquisition Corp. and Schein Pharmaceutical, Inc. dated as of May 24,
            2000.
  
                                         iii