ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II
497, 1998-11-06
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<PAGE>

                                                              Rule 497(e)
                                                              File No. 333-03963

                       STATEMENT OF ADDITIONAL INFORMATION
                                    FOR THE
        ALLOCATOR 2000 FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY POLICY

                                   Offered by

                     Acacia National Life Insurance Company




This Statement of Additional  Information expands upon subjects discussed in the
Prospectus for the Allocator 2000 Flexible  Premium  Deferred  Variable  Annuity
Policy  ("Policy")  offered by Acacia National Life Insurance  Company ("ANLIC")
and funded by Acacia National  Variable  Annuity  Separate Account II ("Variable
Account"). You may obtain a copy of the Prospectus dated May 1, 1998, by writing
to ANLIC's Service Office, P.O. Box 79574, Baltimore,  Maryland 21279-0574 or by
telephoning  1-800-369-9407.  The  Prospectus  is  available in both printed and
digital  formats.  Terms  used in the  Prospectus  are  incorporated  into  this
Statement of Additional Information.

THIS STATEMENT OF  ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE POLICY.


             Dated: May 1, 1998, as supplemented November 6, 1998
 



                                                               
<PAGE>
                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----  
GENERAL PROVISIONS.....................................................    3
         The Policy....................................................    3
         Misstatement of Age or Sex....................................    3
         Nonparticipating..............................................    3
         Periodic Reports..............................................    3
         Policy Dates..................................................    3
         Termination...................................................    4
         Owner and Joint Owner.........................................    4
         Beneficiary Change............................................    4
         Assignment....................................................    4
         Delay or Suspension of Payments...............................    4
ACCUMULATION UNITS.....................................................    5
         Accumulation Units............................................    5
         Net Investment Factor.........................................    5
FIXED ACCOUNT..........................................................    6
         General Description...........................................    6
         Transfer Limitation...........................................    7
         Fixed Account Value...........................................    7
SURRENDER CHARGE CALCULATIONS..........................................    7
PERFORMANCE DATA CALCULATIONS..........................................    9
         Social Money Market Sub-account's Yield Calculation...........    9
         Other Sub-accounts' Yield Calculations........................    10
         Standardized Average Annual Total Return Calculations.........    10
         Non-Standardized Return Calculations..........................    11
         Cumulative Total Return Calculations..........................    11
PERFORMANCE FIGURES....................................................    11
FEDERAL TAX MATTERS....................................................    14
         Taxation of ANLIC.............................................    14
         Tax Status of the Policies....................................    14
         Withholding...................................................    14
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS......................    15
DISTRIBUTION OF THE POLICIES...........................................    15
STATE REGULATION.......................................................    16
RECORDS AND REPORTS....................................................    16
LEGAL MATTERS..........................................................    16
EXPERTS................................................................    16
OTHER INFORMATION......................................................    16
FINANCIAL STATEMENTS...................................................    16



                                                                 2
<PAGE>

     Throughout this Statement of Additional Information,  the words "us", "we",
"our",  and "ANLIC" refer to Acacia  National Life  Insurance  Company,  and the
words "you", "your", and "Owner" refer to the policy owner.


                               GENERAL PROVISIONS

THE POLICY

     The Policy is a flexible premium deferred variable annuity policy.
 
     (a)  The   Policy  may  be   purchased   on  a  non-tax   qualified   basis
          ("Nonqualified  Policy"). The Policy may also be purchased and used in
          connection with  retirement  plans or individual  retirement  accounts
          that qualify for favorable  federal  income tax treatment  ("Qualified
          Policy").

     (b)  Before  we  will  issue  a  Policy,   we  must   receive  a  completed
          application. A minimum Premium Payment of $300 during the first Policy
          year is required.

     (c)  The Policy,  the application and any applicable  riders are the entire
          contract.  Only our Elected  Officers can agree to change or waive any
          provisions of the Policy.  Any change or waiver must be in writing and
          signed by such Elected Officers.
 

MISSTATEMENT OF AGE OR SEX

     If the age or sex of the Annuitant has been misstated, the benefits payable
under the Policy will be equal to the benefits which the Premium  Payments would
have provided for the correct age or sex (if such distinction  based upon sex is
allowed by law).

     We may require proof of the age of the Annuitant  before making any Annuity
Payments under the Policy.
 
     If a misstatement of age or sex results in monthly income payments that are
too large,  the overpayments  will be deducted from future payments.  If we have
made payments  that are too small,  the  underpayment  will be added to the next
payment.  Adjustments for overpayments or underpayment will include the compound
interest rate used to determine the Annuity Payments.
 

NONPARTICIPATING

     No dividends will be paid.  Neither you nor the  Beneficiary  will have the
right to share in our surplus earnings or profits.
 

PERIODIC REPORTS

     At least once each Policy year,  we will send you a statement  showing your
Policy  Account Value as of a date not more than two months prior to the date of
mailing.  We will also send such  statements  as may be required  by  applicable
state and federal laws, rules, and regulations.
 

POLICY DATES

     Policy months,  years and Policy Anniversaries are measured from the Policy
Date shown on the Policy.

                                                                 3
<PAGE>

TERMINATION

     The Policy will remain in force until  surrendered for its Surrender Value,
Annuity Payments begin, or the Death Benefit has been paid.
 
     After the first  five  Policy  years,  we may  cancel the Policy if for two
subsequent  years you have not made any Premium  Payments and the Policy Account
Value is less than $2,000 or would  provide  for less than $20 monthly  payments
under any Annuity  Payment  Option.  We will then pay you the Surrender Value in
one lump sum.
 

OWNER AND JOINT OWNER

     The  Owner is the  individual  named as such in the  application  or in any
later change shown in ANLIC's records.  There may be Joint Owners.  Prior to the
Maturity Date and during any Annuitant's lifetime,  only the Owner has the right
to receive all benefits and may exercise the rights under this Policy.  If there
are Joint Owners,  the  signatures of both Owners are needed to exercise  rights
under  the  Policy.  Joint  Owners  are not  permitted  for  Policies  issued in
connection with Qualified Plans.
 
     If the Annuitant is not an Owner and the Annuitant dies before the Maturity
Date,  the  Owner may name a new  Annuitant.  If the  Owner  doesn't  name a new
Annuitant,  the Owner will become the Annuitant.  If one of the Joint Annuitants
dies prior to the Maturity Date, the survivor shall become the sole Annuitant.
 

BENEFICIARY CHANGE

     Unless the Beneficiary is irrevocable, you may change the named Beneficiary
by sending a written  request in a form  acceptable to us to our Service Office.
If the named  Beneficiary is irrevocable,  you may change the named  Beneficiary
only by joint written request from you and such named Beneficiary.
 
     You need not send us the Policy  unless we request  it. When  recorded  and
acknowledged  by us, the change will be  effective as of the date you signed the
request. The change will not apply to any payments made or other action taken by
us before we recorded and acknowledged the request.


ASSIGNMENT

     You may assign the Policy as collateral, unless prohibited elsewhere in the
Prospectus or in the Policy itself. We will not be bound by the Assignment until
a copy is filed with us. We assume no responsibility for determining  whether an
Assignment is valid or the extent of the assignee's interest.
 
     No Beneficiary  may assign any benefits under the Policy until they are due
and, to the extent  permitted  by law,  payments are not subject to the debts of
any  Beneficiary  nor to any judicial  process for payment of the  Beneficiary's
debts.
 

DELAY OR SUSPENSION OF PAYMENTS

     We will normally pay a surrender or  withdrawal  within seven days after we
receive your  Written  Request in our Service  Office.  However,  transfers  and
payment  of any  amount  from  the  Sub-accounts  may be  delayed  or  suspended
whenever:
 

                                                                 4
<PAGE>

     (a)  the New York Stock Exchange is closed other than customary weekend and
          holiday  closing,  or  trading  on the  New  York  Stock  Exchange  is
          restricted  as determined by the  Securities  and Exchange  Commission
          ("SEC");

     (b)  the SEC by order permits postponement for the protection of Owners; or

     (c)  an emergency  exists,  as  determined by the SEC, as a result of which
          disposal of the securities held in the  Sub-accounts is not reasonably
          practicable or it is not reasonably practicable to determine the value
          of the Variable Account's net assets.
 
     Payment of any amounts from the Fixed Account may be deferred for up to six
months from the date of the  request to  surrender.  If payment is deferred  for
more than 30 days,  we will pay  interest  on the amount  deferred at a rate not
less the Guaranteed Minimum Interest Rate.

     Payments under the Policy of any amounts derived from Premium Payments paid
by check may be delayed until such time as the check has cleared your bank.
 

                               ACCUMULATION UNITS

ACCUMULATION UNITS

     An Accumulation Unit is an accounting unit of measure used to calculate the
value of your  interest  in the Sub-  accounts.  The net  portion  of a  Premium
Payment that you allocate to a Sub-account is credited as Accumulation  Units in
that  Sub-account.  Similarly,  the value that you transfer to a Sub-account  is
credited as Accumulation Units in that Sub- account.  The number of Accumulation
Units to be  credited  to the  Policy  for each  Sub-account  is  determined  by
dividing (1) the net Premium  Payments  allocated to each Sub-account by (2) the
Accumulation  Unit Value for that  Sub-account  for the Valuation  Period during
which we received the Premium Payment or transfer request at our Service Office,
or in the case of the initial Premium  Payment,  for the Valuation Period during
which the Application is accepted.
 
     The  initial  value  of an  Accumulation  Unit  for  each  Sub-account  was
arbitrarily  set at ten dollars  ($10) when the first  investments  were bought,
except for the Social Money Market Sub-account which was set at one dollar ($1).
The value for any  later  Valuation  Period is  determined  by  multiplying  the
Accumulation Unit Value for a Sub-account for the last prior Valuation Period by
such Sub-account's  "net investment factor" for the following  Valuation Period.
Like the Policy Account Value, the value of an Accumulation Unit may increase or
decrease from one Valuation Period to the next.
 

NET INVESTMENT FACTOR

     The "net  investment  factor"  is an index  that  measures  the  investment
performance  of a  Sub-account  from one Valuation  Period to the next.  The net
investment factor may be greater or less than one, so the value of a Sub-account
may increase or decrease.
 
     The net investment  factor for each Sub-account for any Valuation Period is
determined by dividing (a) by (b), where:
 
     (a) is the net result of:

          (1)  the net asset value per share of the Portfolio shares held in the
               Sub-account  determined  as of the end of the  current  Valuation
               Period; plus
 

                                                                 5
<PAGE>

          (2)  the  per  share   amount  of  any   dividend   or  capital   gain
               distributions  made  by  the  Portfolio  on  shares  held  in the
               Sub-account,  if the "ex-dividend" date occurs during the current
               Valuation Period; plus or minus

          (3)  a per unit charge or credit for any taxes incurred by or reserved
               for in the  Sub-account,  which  is  determined  by ANLIC to have
               resulted from the maintenance of the Sub-account; and
 
     (b)  is the net result of:

          (1)  the net asset value per share of the Portfolio shares held in the
               Sub-account,   determined  as  of  the  end  of  the  immediately
               preceding Valuation Period; plus or minus
 
          (2)  the per unit  charge or credit  for any  taxes  reserved  for the
               immediately preceding Valuation Period.
 

                                  FIXED ACCOUNT

     The Prospectus and this Statement of Additional  Information  are generally
intended to serve as a disclosure  document only for the Policy and the Variable
Account.  For  complete  details  regarding  the Fixed  Account,  see the Policy
itself.
 
     Premium  Payments  allocated and amounts  transferred  to the Fixed Account
become part of the General  Account  assets of ANLIC.  Interests  in the General
Account have not been  registered  under the  Securities Act of 1933, as amended
(the "1933 Act"), nor is the General Account registered as an investment company
under the  Investment  Company  Act of 1940 Act,  as amended  (the "1940  Act").
Accordingly, neither the General Account nor any interests therein are generally
subject to the  provisions of the 1933 or 1940 Acts,  and ANLIC has been advised
that the staff of the SEC has not reviewed the  disclosures  in this  Prospectus
which relate to the Fixed Account.

 
GENERAL DESCRIPTION

     The General Account  consists of all assets owned by ANLIC other than those
in the Variable Account and other separate accounts.  Subject to applicable law,
ANLIC has sole  discretion  over the  investment  of the  assets in the  General
Account.
 
     The General  Account is  supported  by ANLIC's  assets that are held in the
General Account.  Premium  Payments  applied and any amounts  transferred to the
General  Account  are  credited  with a fixed rate of  interest  for a specified
period. This is the account known as the "Fixed Account".
 
     The allocation of Premium  Payments and/or transfer of Policy Account Value
to the  Fixed  Account  does not  entitle  an  Owner to share in the  investment
experience of the General Account. Instead, the guaranteed interest rate used in
the  calculation  of the Fixed Account Value is the amount stated in the Policy,
compounded  annually,  or  any  higher  amount  of  interest  in  excess  of the
guaranteed  rate may be used in the  calculation  of the Fixed  Account Value at
such  times and in such a manner as we may  determine.  Interest  rates  will be
determined on no less than an annual basis.
 
     Prior to the Maturity Date, you may elect to allocate net Premium  Payments
to the Fixed  Account or to transfer  Policy  Account Value to or from the Fixed
Account (subject to certain  restrictions upon transfers from the Fixed Account,
as discussed, below).
 


                                                                 6
<PAGE>

TRANSFER LIMITATION

     The  maximum  amount  allowed to be  transferred  out of the Fixed  Account
during one Policy Year is 100% of Fixed Account  interest accrued since the last
Policy Anniversary, plus 10% of:

     (1)  Account Value of the Fixed Account as of the last Policy  Anniversary;
          plus
     (2)  Deposits  and  transfers  made into the Fixed  Account  since the last
          Policy Anniversary; minus
     (3)  All partial  withdrawals  from the Fixed Account since the last Policy
          Anniversary.

     You may also elect to systematically reallocate all interest generated from
the Fixed Account into the  Sub-accounts of the Variable  Account on an interest
only basis according to your allocation election.  (See "Interest Sweep Program"
in the Prospectus.)


FIXED ACCOUNT VALUE

     We will credit all net Premium  Payments  allocated to the Fixed Account to
your Fixed Account Value. The Fixed Account Value at any time equals:

     (1)  The net Premium Payments allocated to the Fixed Account; plus
     (2)  The total of all amounts  transferred  to the Fixed  Account  from the
          Variable Account; minus
     (3)  The total of all  amounts  transferred  from the Fixed  Account to the
          Variable Account, minus
     (4)  The total of all Policy fees attributable to the Fixed Account; minus
     (5)  The total of all partial withdrawals from the Fixed Account (including
          any Surrender Charges); plus
     (6)  Interest.

     ANLIC'S  MANAGEMENT  HAS COMPLETE  AND SOLE  DISCRETION  TO  DETERMINE  THE
CURRENT  INTEREST  RATES.  ANLIC CANNOT PREDICT OR GUARANTEE THE LEVEL OF FUTURE
CURRENT  INTEREST  RATES,  EXCEPT  THAT ANLIC  GUARANTEES  THAT  FUTURE  CURRENT
INTEREST  RATES WILL NOT BE BELOW AN  EFFECTIVE  RATE OF 4% PER YEAR  COMPOUNDED
ANNUALLY.  THE OWNER BEARS THE RISK THAT CURRENT  INTEREST RATES WILL NOT EXCEED
AN EFFECTIVE RATE OF 4% PER YEAR.


                          SURRENDER CHARGE CALCULATIONS

     Owners may,  prior to the earlier of the Maturity  Date or death,  withdraw
100% of earnings since the last Policy  Anniversary in all  Sub-accounts and the
Fixed Account free of Surrender Charges. Additionally,  Owners may also withdraw
free of Surrender  Charges up to 10% of the Policy  Account Value as of the last
Policy  Anniversary,  plus 10% of (1) deposits since the last Policy Anniversary
minus (2) withdrawals since the last Policy Anniversary.

     Upon a partial withdrawal,  surrender, or annuitization,  we will apply the
Surrender  Charge  percentage  shown below to those  Premium  Payments  received
within five years of the partial  withdrawal,  surrender or annuitization  date.
After  the free  amounts  are  determined,  the  calculation  will be based on a
first-in, first-out basis.
 
     Surrender  Charges are assessed on Premium  Payments made within five years
of a surrender or partial  withdrawal.  To determine the Surrender  Charge for a
particular Premium Payment, the Surrender Charge percentage is multiplied by the
Premium  Payment  less  any  withdrawals  previously  allocated  to the  Premium
Payment.  The total Surrender  Charge is then determined by summing the previous
result over all Premium Payments used in the  calculation.  The Surrender Charge
will be based on the excess of the  surrender  amount  over the Free  Withdrawal
Amounts.  This excess is  distributed  over the Premium  Payments on a first-in,
first-out  basis  until the excess is  exhausted.  Partial  withdrawals  will be
charged based on the above method.  There are no Surrender  Charges  assessed on
distributions made upon the death of the Owner. The Surrender Charge percentages
are as follows:

                                                                 7
<PAGE>

                    Years 1-3........................... 8%
                    Year 4.............................. 6%
                    Year 5.............................. 4%
                    Year 6.............................. 0%

                                    Example:

                                Premium Payments:
                                 02/10/90 $4,000
                                 12/10/90 $1,000
                                 06/02/91 $1,500
                                 08/21/92 $3,000
                                 10/02/95 $2,000
                                 01/12/95 $1,000

WITHDRAWAL ONE - 05/12/92

<TABLE>
<CAPTION>

<S>                                           <C>                     <C>  

     Requested Withdrawal Amount (not including                        $3,000.00
     the Surrender Charge)
     Policy Account Value (before withdrawal)                           7,114.45
     Policy Year Gain (free of charge)                                    109.22
     Gross Premium Payments                                             6,500.00
     10% Free Withdrawal Amount           6,500 X 0.10 =                  650.00
     Total Free Amount                    109.22 + 650 =                  759.22
     Non-Free Amount                    3,000 - 759.22 =                2,240.78

</TABLE>

<TABLE>
<CAPTION>

                                                 Surrender        Surrender
Premium Payment                                   Charge %          Charge
- ---------------                                  ---------        ---------                
<S>                                     <C>        <C>                <C>   

$4,000                                  x           .08         =       320.00
$1,000                                  x           .08         =        80.00
$1,500                                  x           .08         =       120.00
Total Surrender Charge                                                  520.00
Partial Surrender Charge                  (2,240.78/.92) x .08  =       194.85
Total Withdrawal                                                      3,194.85
Policy Account Value (after withdrawal)                               3,919.60

</TABLE>

     Only  those  Premium  Payments  made  before  May 12,  1992 will be used to
determine the  Surrender  Charge.  The $3,000  withdrawal is less than the first
Premium Payment,  therefore, we will use the Surrender Charge percentage on that
Premium  Payment.  However,  it seems that we are applying one surrender  Charge
percentage  for all premiums.  The reason is that the  Surrender  Charge for the
first three years is 8%.
 
     Assume that your Policy Account Value is split among four  Sub-accounts  in
the following proportions:

<TABLE>
<CAPTION>

<S>                       <C>                         <C>    

Sub-account 1          $    784.02                   .1102%
Sub-account 2             3,111.15                   .4373%
Sub-account 3             1,730.23                   .2432%
Sub-account 4             1,489.05                   .2093%
                          --------                   ------  
                        $ 7,114.45                   1.000%

</TABLE>

                                        8
<PAGE>

     The process for allocating the Surrender  Charge among the  Sub-accounts is
as follows:
 
<TABLE>
<CAPTION>

     <S>                           <C>            <C>                 <C>   
      .1102 Sub-account 1      $    784.01     - 12.04 =       $     771.97
      .4373 Sub-account 2         3,111.15     - 47.76 =           3,063.39
      .2432 Sub-account 3         1,730.23     - 26.56 =           1,703.67
      .2093 Sub-account 4         1,489.05     - 22.86 =           1,466.19
      .1102 Sub-account 1           771,97     - 71.63 =             700.34
      .4373 Sub-account 2         3,063.39    - 284.25 =           2,779.14
      .2432 Sub-account 3         1,703,67    - 158.08 =           1,545.59
      .2093 Sub-account 4         1,466.19    - 136.04 =           1,330.15
      .1102 Sub-account 1           700.34  -   268.41 =             431.93
      .4373 Sub-account 2         2,779.14  - 1,065.10 =           1,714.04
      .2432 Sub-account 3         1,545.59  -   592.35 =             953.25
      .2093 Sub-account 4         1,330.15  -   509.78 =             820.38
                                                                 $ 3,919.60
</TABLE>


                          PERFORMANCE DATA CALCULATIONS

     We may advertise  the yield and effective  yield of the Social Money Market
Sub-account.  In addition,  we may  advertise  yield and total returns for other
Sub-accounts.  All performance data calculations for the Sub-accounts will be in
accordance with SEC rules and regulations.


SOCIAL MONEY MARKET SUB-ACCOUNT'S YIELD CALCULATION

     In  accordance  with  regulations  adopted by the SEC, if we  disclose  the
annualized yield of the Social Money Market  Sub-account for a seven-day period,
it is  required  to be in a manner  which does not take into  consideration  any
realized or  unrealized  gains or losses of the CS Money Market  Portfolio or on
its portfolio  securities.  The annualized  yield is computed by determining the
net change (exclusive of realized gains and losses on the sale of securities and
unrealized appreciation and depreciation) in the value of a hypothetical account
having a balance of one Accumulation Unit of the Social Money Market Sub-account
at the beginning of the seven-day  period,  dividing the net change in the value
of the Sub-account by the value of the account at the beginning of the period to
determine the base period  return,  and  annualizing  this quotient on a 365-day
basis.  The net change in  Sub-account  Value  reflects  the  deduction  for the
Mortality and Expense Risk Charge and the Administrative  Expense Charge as well
as income and expenses accrued during the period.  Because of these  deductions,
the yield for the Social Money Market  Sub-account  will be lower than the yield
for the CS Money Market Portfolio.

     The SEC also permits us to disclose the effective yield of the Social Money
Market   Sub-account   for  the  same   seven-day   period,   determined   on  a
weekly-compounded  basis.  The effective  yield is calculated by compounding the
base period return by adding one to the base period return, raising the sum to a
power equal to 365 divided by 7, and subtracting  one from the result  according
to the following formula:
 
          Effective Yield  =  [(Base period return + 1) 365/7 ] - 1
 
     The actual yield of the Social Money Market Sub-account is affected by: (l)
changes in interest rates on money market securities;  (2) the average portfolio
maturity  of the CS  Money  Market  Portfolio;  (3) the  types  and  quality  of
securities  held  by the CS  Money  Market  Portfolio;  and  (4)  its  operating
expenses.  The yield on amounts  held in the  Social  Money  Market  Sub-account
normally will fluctuate on a daily basis.  Therefore,  the disclosed  yields for
any given past period is not an indication or representation of future yields or
rates of return.
 

                                        9
<PAGE>

OTHER SUB-ACCOUNTS' YIELD CALCULATIONS

     We may from time to time  advertise  or disclose the  annualized  yield for
each Sub-account  other than the Social Money Market  Sub-account for 30-day (or
one-month)  periods.  Calculation of the yield of a Sub-account  begins with the
income  generated by an investment in the Sub-account over a specific 30-day (or
one-month) period. This income is then annualized. That is, the amount of income
generated by the investment  during that 30-day (or one-month) period is assumed
to be generated  during,  and  reinvested at the end of, each such period over a
360-day (or  twelve-month)  year. The 30-day (or one-month)  yield is calculated
according to the following formula:

          Yield  =  2[(a-b/cd + 1)6  - 1]
 
where

a = net investment income earned during the period by the Portfolio attributable
    to shares owned by the Sub-account;
b = expenses accrued for the period (net of reimbursements);
c = the  average  daily  number of  Accumulation  Units  outstanding  during the
    period; and
d = the maximum offering price per Accumulation  Unit (i.e., net asset value per
    Accumulation Unit) on the last day in the period.
 
     Because of the charges and deductions imposed by the Variable Account,  the
yield for a  Sub-account  will be lower  than the  yield  for its  corresponding
Portfolio. The yield calculations do not reflect the effect of any premium taxes
or Surrender  Charge that may be  applicable to a particular  Policy.  Surrender
Charges range from 8% to 0% of the Premium Payments  included in the withdrawal,
depending on the number of years since each Premium  Payment was  received.  The
yield on amounts held in the  Sub-accounts  normally will  fluctuate  over time.
Therefore, the disclosed yield for any given past period is not an indication or
representation of future yields or rates of return. A Sub-account's actual yield
is  affected  by the types and quality of the  Portfolio's  investments  and the
Portfolio's operating expenses.


STANDARDIZED AVERAGE ANNUAL TOTAL RETURN CALCULATIONS

     For each Sub-account,  we may advertise  standardized  average annual total
return calculated as prescribed by the rules of the SEC. The calculation assumes
a single $1,000 Premium Payment made at the beginning of the stated period and a
surrender  at the end of the period.  The ending  redeemable  value  (i.e.,  the
Surrender Value) reflects all recurring fees that are charged to Owner accounts,
including the Annual Policy Fee, Administrative Expense Charge and Mortality and
Expense Risk Charge, and any applicable Surrender Charge.

     Quotations  of average  annual  total  return are  computed  by finding the
average annual compounded rates of return over a period of one, three, five, and
ten years (or, if less, up to the life of the Portfolio),  and up to the life of
the Sub-  Account that would  equate the initial  amount  invested to the ending
redeemable value, according to the following formula:

          P(1 + T)n     =  ERV
where

P =   a hypothetical  initial Premium Payment of $1,000;
T =   average annual total return;
n =   number of years in the period; and
ERV = ending  redeemable value of a hypothetical  $1,000 Premium Payment made at
      the beginning of the period (or fractional portion thereof).



                                       10
<PAGE>

NON-STANDARDIZED RETURN CALCULATIONS

     In  addition  to  the  standardized  calculation  described  above,  we may
disclose  non-standardized  total returns and  non-standardized  average  annual
total  returns  for  each  Sub-account.   Like  the  standardized   calculation,
non-standardized calculations assume a single $1,000 Premium Payment made at the
beginning of the stated period.  However, non- standardized  calculations do not
assume a  surrender  at the end of the  period  or  reflect  recurring  separate
account charges.  Non-standardized total returns represent the percentage change
in  Accumulation  Unit  Value  with  respect  to  periods  of one  year or less.
Non-standardized  average  annual total  returns  represent  the average  annual
change in  Accumulation  Unit Value over the stated  period.  For periods of one
year or less, the two  non-standardized  rates of return are equal.  For periods
greater than one year, the  non-standardized  average annual total return is the
effective annual compounded rate of return.
 

CUMULATIVE TOTAL RETURN CALCULATIONS

     We may from time to time also  disclose  cumulative  total  return for each
Sub-account.  Cumulative  total return is  non-standardized  and unaveraged.  It
reflects the simple percentage change in value of a hypothetical investment in a
Sub-account over the stated period.  Cumulative total return is calculated using
the following formula:

          CTR = (ERV / P) - 1

 where

CTR = the cumulative total return net of Sub-account  recurring charges for the
      period;  
ERV = ending redeemable value of a hypothetical  $1,000 Premium Payment made at
      the beginning of the period (or fractional portion thereof); and
P   = a hypothetical initial Premium Payment of $1,000.


                               PERFORMANCE FIGURES

     The performance  information provided in the tables below is as of December
31, 1997,  and reflects  only the  performance  of a Policy's  allocation to the
Sub-accounts  during the time period on which the  calculations  are based.  For
periods prior to the inception  date of a Sub-account,  performance  information
represents  hypothetical  returns based on the performance of the  corresponding
Portfolio and the assumption  that the Sub-account had been in existence for the
period indicated.  All returns for periods greater than one year are annualized.
Performance  information provided for any given past period is not an indication
or representation of future rates of return.



                                                                 11
<PAGE>

Standardized  Average  Annual  Total  Return -  reflects  historical  investment
results based on a $1,000  hypothetical  investment  over the period  indicated,
less separate  account and  underlying  charges.  The separate  account  charges
include an annual policy fee, an administrative  expense charge, a mortality and
expense risk charge, and any surrender charge applicable if an owner surrendered
the policy at the end of the period indicated.  The underlying portfolio charges
include management fees and other operating expenses.

<TABLE>
<CAPTION>


                                                 SUBACCOUNT   PORTFOLIO                                 10 YEAR OR         SINCE
                                                  INCEPTION   INCEPTION   1 YEAR   3 YEAR    5 YEAR   SINCE PORTFOLIO   SUB-ACCOUNT
                                                     DATE        DATE                                    INCEPTION       INCEPTION
                                                  ---------   ---------    -----    -----     -----    --------------    ----------
<S>                                                   <C>        <C>       <C>       <C>       <C>       <C>              <C>   

THE ALGER AMERICAN FUND
   Growth Portfolio                                 8/26/96     1/9/89     15.95%   21.23%   17.15%       17.72%           19.76%
   MidCap Growth Portfolio                          8/26/96     5/3/93      5.37%   19.36%      N/A       19.91%           10.23%
   Small Cap Growth Portfolio                       8/26/96     9/21/88     1.80%   15.07%   10.51%       17.47%            3.54%


CALVERT VARIABLE SERIES INC.
   Calvert Social Money Market Portfolio            8/26/96     6/30/92    -4.30%    1.12%    2.30%        2.77%           -2.47%
   Calvert Social Small Cap Growth Portfolio        8/26/96     3/15/95   -19.15%      N/A      N/A        6.53%           -9.48%
   Calvert Social Mid Cap Growth Portfolio          5/1/97      7/16/91    13.76%   19.23%   10.27%       11.31%           15.25%
   Calvert Social International Equity Portfolio    5/1/97      6/30/92     3.61%    9.58%   10.77%        9.47%            1.12%
   Calvert Social Balanced Portfolio                8/26/96     9/2/86     10.36%   16.98%   10.76%       10.81%           14.85%

                                                              
DREYFUS STOCK INDEX FUND                            8/26/96     9/29/89    23.06%   27.12%   17.57%       14.21%           28.20%


NEUBERGER & BERMAN ADVISERS
  MANAGEMENT TRUST
   Limited Maturity Bond Portfolio                  8/26/96     9/10/84    -2.79%    3.35%    3.44%        5.55%            0.05%
   Growth Portfolio                                 8/26/96     9/10/84    19.17%   19.26%   11.34%       13.25%           22.74%


OPPENHEIMER VARIABLE ACCOUNT FUNDS
   Aggressive Growth Fund                           5/1/97      8/15/86     2.08%   17.56%   13.80%       14.58%           16.14%
   Growth Fund                                      5/1/97      4/3/85     16.88%   25.91%   16.47%       15.00%           11.84%
   Growth & Income Fund                             5/1/97      7/5/95     22.59%      N/A      N/A       33.21%           19.15%
   Strategic Bond Fund                              5/1/97      5/3/93     -0.84%    8.17%      N/A        5.40%           -1.35%
   High Income Fund                                 5/1/97      4/30/86     2.62%   12.17%   11.62%       12.70%            2.09%


STRONG VARIABLE INSURANCE FUNDS, INC.
   Strong International Stock Fund II               8/26/96    10/20/95   -22.76%      N/A      N/A       -6.19%           -16.31%


STRONG DISCOVERY FUND II                            8/26/96     5/8/92      1.80%   11.19%    9.75%       10.48%            7.32%


VAN ECK WORLDWIDE HARD ASSETS FUND                                                 
   Worldwide Hard Assets Fund                       8/26/96     9/1/89    -11.08%    4.89%   12.99%        5.47%           -5.03%

</TABLE>

                                                                12
<PAGE>

Non-Standardized  Average Annual Total Return - reflects  historical  investment
results based on a $1000 hypothetical investment over the period indicated, less
the  underlying  portfolio  charges  consisting  of  management  fees and  other
operating  expenses.  The  returns do not  reflect  recurring  separate  account
charges  or the  maximum  Surrender  Charge  that  would  apply  for the  period
indicated. If reflected, those deductions would reduce the performance quoted.

<TABLE>
<CAPTION>


                                                   SUBACCOUNT   PORTFOLIO                                10 YEAR OR        SINCE
                                                    INCEPTION   INCEPTION  1 YEAR   3 YEAR     5 YEAR  SINCE PORTFOLIO  SUB-ACCOUNT
                                                      DATE        DATE                                    INCEPTION      INCEPTION
                                                    ---------    --------   -----   ------     ------  ---------------   ----------

<S>                                                    <C>       <C>       <C>       <C>       <C>          <C>            <C>     

THE ALGER AMERICAN FUND
   Growth Portfolio                                  8/26/96     1/9/89    25.75%   24.80%     19.28%        19.43%        27.33%
   MidCap Growth Portfolio                           8/26/96     5/3/93    15.01%   22.96%        N/A        22.09%        17.81%
   Small Cap Growth Portfolio                        8/26/96     9/21/88   11.39%   18.75%     12.65%        19.17%        11.13%


CALVERT VARIABLE SERIES INC.
   Calvert Social Money Market Portfolio             8/26/96     6/30/92    5.20%    5.17%      4.51%         4.26%         5.14%
   Calvert Social Small Cap Growth Portfolio         8/26/96     3/15/95   -9.86%      N/A        N/A        10.61%        -1.83%
   Calvert Social Mid Cap Growth Portfolio           5/1/97      7/16/91   23.53%   22.83%     12.41%        12.92%        24.44%
   Calvert Social International Equity Portfolio     5/1/97      6/30/92   13.23%   13.38%     12.91%        11.06%        10.17%
   Calvert Social Balanced Portfolio                 8/26/96     9/2/86    20.08%   20.62%     12.90%        12.42%        22.42%


DREYFUS STOCK INDEX FUND                             8/26/96     9/29/89   32.96%   30.62%     19.70%        15.87%        35.77%


NEUBERGER & BERMAN ADVISERS
  MANAGEMENT TRUST
   Limited Maturity Bond Portfolio                   8/26/96     9/10/84    6.74%    7.32%      5.64%         7.08%         7.65%
   Growth Portfolio                                  8/26/96     9/10/84   29.01%   22.86%     13.48%        14.89%        30.31%


OPPENHEIMER VARIABLE ACCOUNT FUNDS                                                                                         
   Aggressive Growth Fund                            5/1/97      8/15/86   11.68%   21.19%     15.93%        16.24%        25.34%
   Growth Fund                                       5/1/97      4/3/85    26.69%   29.42%     18.60%        16.67%        21.00%
   Growth & Income Fund                              5/1/97      7/5/95    32.48%      N/A        N/A        37.24%        28.38%
   Strategic Bond Fund                               5/1/97      5/3/93     8.71%   12.00%        N/A         7.64%         7.68%
   High Income Fund                                  5/1/97      4/30/86   12.22%   15.91%     13.76%        14.33%        11.15%  


STRONG VARIABLE INSURANCE FUNDS, INC.
   Strong International Stock Fund II                8/26/96    10/20/95  -13.52%      N/A        N/A        -0.94%        -8.61%


STRONG DISCOVERY FUND II                             8/26/96     5/8/92    11.39%   14.95%     11.89%        12.08%        14.90%


VAN ECK WORLDWIDE HARD ASSETS FUND                                                
   Worldwide Hard Assets Fund                        8/26/96     9/1/89    -1.67%    8.81%     15.12%         7.00%         2.59%

</TABLE>



                                                                13
<PAGE>

                               FEDERAL TAX MATTERS

TAXATION OF ANLIC

     ANLIC is taxed as a life insurance  company under Part 1 of Subchapter L of
the Internal  Revenue Code of 1986, as amended (the "Code").  Since the Variable
Account is not an entity  separate from ANLIC and its operations  form a part of
ANLIC, it will not be taxed separately as a "regulated investment company" under
Subchapter M of the Code.  Investment  income and realized net capital  gains on
the assets of the  Variable  Account are  reinvested  and taken into  account in
determining  the Policy Account Value. As a result,  such investment  income and
realized net capital  gains are  automatically  retained as part of the reserves
under the  Policy.  Under  existing  federal  income tax law,  we  believe  that
Variable Account  investment income and realized net capital gains should not be
taxed to the  extent  that such  income  and gains are  retained  as part of the
reserves under the Policy.


TAX STATUS OF THE POLICIES

     Section  817(h) of the Code provides that the  investments  of the Variable
Account must be "adequately diversified" in accordance with Treasury regulations
in order for the Policies to qualify as annuity  contracts  under  Section 72 of
the Code. The Variable Account,  through each Portfolio,  intends to comply with
the diversification requirements prescribed by the Treasury Department in Treas.
Reg. Section 1.817-5,  which affect how the Portfolios'  assets may be invested.
We do not control any of the Funds or their Portfolios' investments. However, we
have entered  into an  agreement  regarding  participation  in each Fund,  which
requires  each  participating  Portfolio to be operated in  compliance  with the
diversification requirements prescribed by the Treasury.

     In certain  circumstances,  owners of  variable  annuity  contracts  may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate  account  assets would be includible in the variable
contract  owner's gross income.  The IRS has stated in published  rulings that a
variable  contract owner will be considered the owner of separate account assets
if the contract owner possesses  incidents of ownership in those assets, such as
the  ability to  exercise  investment  control  over the  assets.  The  Treasury
Department  also  announced,  in  connection  with the  issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances  in which investor control of the investments of a
segregated asset account may cause the investor (i.e., the policyholder), rather
than the  insurance  company,  to be  treated  as the owner of the assets in the
account." This  announcement also stated that guidance would be issued by way of
regulations  or rulings on the "extent to which  policyholders  may direct their
investments  to  particular  subaccounts  without being treated as owners of the
underlying assets."
 
     The  ownership  rights  under the Policy are similar to, but  different  in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that policy owners were not owners of separate  account  assets.  For
example, the Owner has additional flexibility in allocating premium payments and
Policy Account Values.  These differences could result in an Owner being treated
as the owner of a pro rata  portion of the assets of the  Variable  Account.  In
addition,  we do not know  what  standards  will be set  forth,  if any,  in the
regulations  or rulings which the Treasury  Department  has stated it expects to
issue.  We  therefore  reserve  the right to modify the Policy as  necessary  to
attempt to prevent an Owner from being  considered the owner of a pro rata share
of the assets of the Variable Account.


WITHHOLDING

     Pension and annuity distributions  generally are subject to withholding for
the recipient's federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Generally, the recipient is
given the  opportunity  to elect not to have tax  withheld  from  distributions.
However,  certain distributions from Section 401(a) and 403(b) plans are subject
to mandatory withholding.
 

                                       14
<PAGE>

                ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

     We cannot  guarantee that shares of the Portfolios  currently being offered
will be  available  in the future for  investment  of  Premium  Payments  or for
transfers.  We reserve the right,  subject to compliance with applicable law, to
make additions to, deletions from, or substitutions for, the shares of the Funds
that are held by the Variable  Account (or any Sub-account) or that the Variable
Account (or any Sub-account) may purchase. We reserve the right to eliminate the
shares of any of the Portfolios and to substitute shares of another Portfolio or
any other  investment  vehicle or of  another  open-end,  registered  investment
company if laws or regulations are changed, if the shares of any of the Funds or
a  Portfolio  are no longer  available  for  investment,  or if in our  judgment
further  investment in any Portfolio should become  inappropriate in view of the
objectives  and policies of the  Sub-account.  We will not substitute any shares
attributable  to an Owner's  interest in a Sub-account  without notice and prior
approval of the SEC and the  insurance  regulator  of the state where the Policy
was  delivered,  where  required.  Nothing  contained  herein shall  prevent the
Variable Account from purchasing other securities for other series or classes of
policies,  or from permitting a conversion between series or classes of policies
on the basis of requests made by Owners.
 
     We also  reserve  the right to  establish  additional  Sub-accounts  of the
Variable  Account,  each of which would invest in a new  Portfolio of one of the
Funds, or in shares of another investment company or suitable investment, with a
specified investment objective. New Sub-accounts may be established when, in our
sole discretion,  marketing needs or investment  conditions warrant, and any new
Sub-accounts  will  be made  available  to  existing  Owners  on a  basis  to be
determined by us. We may also eliminate one or more Sub-accounts if, in its sole
discretion, marketing, tax, or investment conditions warrant.
 
     In the event of any such  substitution  or change,  we may, by  appropriate
endorsement,  make  such  changes  in  the  Policies  as  may  be  necessary  or
appropriate to reflect such substitution or change. If deemed by us to be in the
best interests of persons having voting rights under the Policies,  the Variable
Account may be operated as a  management  company  under the 1940 Act, it may be
deregistered  under  that  Act in  the  event  such  registration  is no  longer
required, or it may be combined with other ANLIC separate accounts.
 

                          DISTRIBUTION OF THE POLICIES

     Applications  for the Policies are  solicited by agents who are licensed by
state insurance authorities to sell our variable annuity insurance policies, and
who are also registered  representatives  of The Advisors Group, Inc. ("TAG") or
registered  representatives  of broker/dealers  who have selling agreements with
TAG or registered  representatives of broker/dealers who have selling agreements
with such broker/dealers. TAG, whose address is 7315 Wisconsin Avenue, Bethesda,
Maryland 20814, is a registered  broker/dealer under the Securities Exchange Act
of 1934 ("1934  Act") and a member of the  National  Association  of  Securities
Dealers, Inc. ("NASD").  TAG is a second tier wholly-owned  subsidiary of Acacia
Life  Insurance   Company  of  Washington,   D.C.  TAG  acts  as  the  principal
underwriter,  as defined in the 1940 Act, of the  Policies  (as well as of other
variable life policies)  pursuant to an underwriting  agreement with ANLIC.  The
Policies are offered and sold only in those states where their sale is lawful.

     We will  refund any Premium  Payments  paid if a Policy  ultimately  is not
issued or will refund the applicable amount if the Policy is canceled during the
Free Look Period.
 
     Agents  are  compensated  for sales of the  Policies  on a  commission  and
service fee basis and with other forms of compensation.  Agent  commissions will
vary, but in any event will not exceed 5% of Premium Payments made.
 


                                       15
<PAGE>

                                STATE REGULATION

     We are subject to the insurance laws and regulations of states within which
we are  licensed or may become  licensed to operate.  Generally,  the  insurance
department of a state  applies the laws of the state of the insurance  company's
domicile in determining  permissible  investments by that insurance  company.  A
Policy is governed by the law of the state in which it is delivered.  The values
and benefits of each Policy are at least equal to those required by the state in
which it is delivered.


                               RECORDS AND REPORTS

     All  records  and  accounts  relating  to  the  Variable  Account  will  be
maintained  by ANLIC.  As  presently  required  by the 1940 Act and  regulations
promulgated  thereunder,  reports containing such information as may be required
under  that Act or by any other  applicable  law or  regulation  will be sent to
Owners at their last known address of record.


                                  LEGAL MATTERS

     Legal advice regarding certain matters relating to federal  securities laws
applicable to the issuance of the Policy  described in the Prospectus  have been
provided by Jorden Burt Boros  Cicchetti  Berenson & Johnson LLP of  Washington,
D.C.
 

                                     EXPERTS

     The financial statements (statutory basis) of ANLIC as of December 31, 1996
and 1997,  and the financial  statements of the Variable  Account as of December
31, 1997 and for each of the periods  indicated  therein,  have been included in
this Statement of Additional  Information in reliance upon the report of Coopers
&  Lybrand  L.L.P.,  independent  certified  public  accountants,  which is also
included  herein,  and upon the  authority of said firm as experts in accounting
and auditing.
 

                                OTHER INFORMATION

     A  Registration  Statement  has been  filed with the SEC under the 1933 Act
with  respect  to  the  Policies  discussed  in  this  Statement  of  Additional
Information. Not all of the information set forth in the Registration Statement,
amendments  and  exhibits  thereto  has  been  included  in  this  Statement  of
Additional  Information.  Statements  contained in this  Statement of Additional
Information concerning the content of the Policy and other legal instruments are
intended  to be  summaries.  For a  complete  statement  of the  terms  of these
documents, reference should be made to the instruments filed with the SEC.


                              FINANCIAL STATEMENTS

     We have included financial  statements of ANLIC and of the Variable Account
in this Statement of Additional  Information.  The financial statements of ANLIC
should be considered  only as bearing on ANLIC's ability to meet its obligations
under the Policy.  They should not be  considered  as bearing on the  investment
performance of the assets held in the Variable Account.


                                       16
<PAGE>                              






































                              FINANCIAL STATEMENTS
<PAGE>

Audited Financial Statements


ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II


December 31, 1997 and 1996






Report of Independent Accountants...........................................1
Statement of Assets and Liabilities.........................................2
Statements of Operations and Changes in Net Assets........................3-4
Notes to the Financial Statements.........................................5-8


<PAGE>



                         [Coopers & Lybrand letterhead]


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Acacia National Life
Insurance Company and Contract Owners of Acacia
National Variable Annuity Separate Account II

We have audited the  accompanying  statement of assets and  liabilities for
each of the  following  sub-accounts  comprising  the Acacia  National  Variable
Annuity  Separate  Account II (the  Account):  the Social Money  Market;  Social
Balanced;  Social Strategic Growth;  Large Cap Growth; Mid Cap Growth; Small Cap
Growth; S&P 500 Index; Income; Growth;  International Growth; Aggressive Growth;
and Hard  Assets/Metals  sub-accounts  as of December 31, 1997,  and the related
statements  of  operations  and  changes  in the net  assets  for the year ended
December 31, 1997 and for the period  September 9, 1996 (date of  inception)  to
December  31,  1996;  the  statement  of assets and  liabilities  for the Social
Managed Growth; Social Global; High Income; Aggressive Growth; Large Cap Growth;
Balanced;  and Managed Income  sub-accounts  as of December 31, 1997 and related
statements  of  operations  and  changes in the net assets for the period May 1,
1997 (date of inception) to December 31, 1997;  and the statements of operations
and changes in net assets of the Income; and Balance sub-accounts for the period
January  1,  1997 to  November  6, 1997  (date of  closure)  and for the  period
September 9, 1996 (date of  inception)  to December 31,  1996.  These  financial
statements   are  the   responsibility   of  the   Account's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1997, by correspondence with
the  registered  investment  companies.  An audit also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  respect,  the  financial  position of each of the  respective  sub-accounts
comprising  the  Acacia  National  Variable  Annuity  Separate  Account II as of
December 31, 1997 and the results of their  operations and changes in net assets
for the  respective  periods  indicated  herein,  in conformity  with  generally
accepted accounting principles.

                                                     Coopers & Lybrand LLP

Washington, D. C.
April 22, 1998

                                        1

<PAGE>



       ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II

                       STATEMENT OF ASSETS AND LIABILITIES

                                December 31, 1997

<TABLE>
<CAPTION>




                                                                          Calvert                                          
                                  ---------------------------------------------------------------------------------------- 
                                       Social                             Social            Social                         
                                                                                                                           
                                       Money            Social           Strategic          Managed           Social       
                                            
                                       Market          Balanced           Growth            Growth            Global       
                                  ----------------- ----------------  ----------------  ----------------  ---------------- 
<S>                               <C>               <C>               <C>                <C>              <C>
ASSETS
   Investments, identified costs        $1,219,988         $533,832          $314,512          $101,334           $92,759  
                                  ================= ================  ================  ================  ================ 
   Investments, at market               $1,219,988         $518,034          $303,034           $90,848           $84,509  
   
                                  ================= ================  ================  ================  ================ 
        Number of shares                 1,219,988          261,633            25,232             3,409             4,441  
    
                                  ================= ================  ================  ================  ================ 
   Net Assets                           $1,219,988         $518,034          $303,034           $90,848           $84,509  
     
                                  ================= ================  ================  ================  ================ 



ACCUMULATION UNITS
   Number of units                       1,140,175           39,756            31,049             7,302             7,669  
                                  ================= ================  ================  ================  ================ 



NET ASSET VALUE PER
   ACCUMULATION UNIT
     December 31, 1997                      $1.07           $13.03             $9.76            $12.44            $11.02
                                  ================= ================  ================  ================  ================ 
     December 31, 1996                      $1.02           $10.85            $10.84            ---               ---  
    
                                  ================= ================  ================  ================  ================

</TABLE>

See notes to financial statements.

                                        2
<PAGE>

              ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II

                       STATEMENT OF ASSETS AND LIABILITIES

                                December 31, 1997

<TABLE>
<CAPTION>




                                                         Alger                              Dreyfus
                                   -------------------------------------------------   ----------------
                                                                                               S & P 
                                                                                                                       
                                       Large Cap          Mid Cap          Small Cap            500                    
                                    
                                         Global            Growth            Growth            Index           
                                    ---------------- ----------------- --------------   ---------------- 
<S>                                  <C>                 <C>               <C>             <C>   

ASSETS
   Investments, identified costs      $1,645,300          $720,612        $1,393,909       $4,840,150        
                                    ================= ================= ==============   ===============  
   Investments, at market             $1,813,578          $803,834        $1,521,686       $5,462,674        
   
                                    =================  ================ ===============   ==============  
     Number of shares                     42,413            33,244            34,781          212,143          
                                    =================  ================ ===============   ============== 
   Net Assets                         $1,813,578          $803,834        $1,521,686       $5,462,674        
  
                                    ================= ================= ===============   ==============  

ACCUMULATION UNITS
   Number of units                       132,282            64,878           132,551          366,377       
                                   ================== ================= ===============   ==============   



NET ASSET VALUE PER
   ACCUMULATION UNIT
     December 31, 1997                     $13.71            $12.39            $11.48           $14.91            
                                   ================== ================= =================   =============  
     December 31, 1996                     $10.91            $10.77            $10.30           $11.22      
     
                                   ================== =================  ================    ============  

    
</TABLE>


See notes to financial statements.

             
<PAGE>

              ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II

                       STATEMENT OF ASSETS AND LIABILITIES

                                December 31, 1997



<TABLE>
<CAPTION>


                                     
                                       Neuberger & Berman                        Strong                    Van Eck           
                                  --------------------------------  ----------------------------------   -----------------   
                                                                     International      Aggressive           Hard          
                                  
                                    Income            Growth            Growth            Growth          Assets / Metals    
                                  --------------  ----------------  ---------------- -----------------   -----------------   
<S>                                  <C>               <C>              <C>                 <C>            <C>   
ASSETS
  Investments, identified costs    $2,595,021        $1,259,288        $2,908,933          $113,588          $571,653    
                                  ==============  ================  ================ =================   =================   
  Investments, at market           $2,649,323        $1,413,815        $2,451,925          $128,147          $552,416    
   
                                  ==============  ================  ================ =================   =================   
    Number of shares                  187,629            46,294           263,082            10,652            35,141      
    
                                  ==============  ================  ================ =================   =================   
  Net Assets                       $2,649,323        $1,413,815        $2,451,925          $128,147          $552,416    
   
                                  ==============  ================  ================ =================   =================   


ACCUMULATION UNITS
  Numbr of units                      240,629           100,057           284,776            10,687            53,425    
                                  ==============  ================  ================ =================   =================   

    
NET ASSET VALUE PER
   ACCUMULATION UNIT
     December 31, 1997                 $11.01            $14.13             $8.61            $11.99            $10.34 
                                 ==============  ================  ================ ==================   =================        
     December 31, 1996                 $10.32            $10.96            $10.28            $10.63            $10.52  
    
                                 ==============  ================  ================ ==================   =================   

   


</TABLE>



See notes to financial statements.

   
<PAGE>


              ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II

                       STATEMENT OF ASSETS AND LIABILITIES

                                December 31, 1997



<TABLE>
<CAPTION>


                                                                          
                                                                           Oppenheimer
                                      ------------------------------------------------------------------------------
                                           High            Aggressive      Large Cap                      Managed
                                  
                                          Income             Growth          Growth        Balanced        Income
                                      ----------------   ---------------   ------------   ----------    -----------
<S>                                     <C>                 <C>            <C>            <C>            <C>
ASSETS
  Investments, identified costs              $515,157           $765,379   $1,444,800     $475,478        $71,746
                                      ================   ===============   ============   ==========    ===========
  Investments, at market                     $516,541           $756,016   $1,457,619     $492,500        $71,526 
                                      ================   ===============   ============   ==========    ===========

    Number of shares                          44,839              18,457       44,933       23,931         13,970 

                                      ================   ===============   ============   ==========    ===========
                                     
   Net Assets                                $516,541           $756,016   $1,457,619     $492,500        $71,526   
                                      ================   ===============   ============   ==========    ===========

ACCUMULATION UNITS
  Number of units                              46,452             60,337      120,465       38,357          6,641
                                      ================   ================  ============  ===========    ===========

   

NET ASSET VALUE PER
  ACCUMULATION UNIT
    December 31, 1997                         $11.12             $12.53        $12.10       $12.84        $10.77  
                                      ================   ================  ============  ==========    ============
    
    December 31, 1996                             ---              ---            ---         ---            ---
                                      ================   ================  ============  ==========    ============

</TABLE>




See notes to financial statements.


        

<PAGE>


              ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II

                STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

   
                   For the Year Ended December 31, 1997

<TABLE>
<CAPTION>
                                                                                          Calvert         Alger           Dreyfus
                                                       ----------------------------------------------------------------------------
                                                          Social                         Social          Social

                                                          Money          Social        Strategic         Managed         Social

                                                          Market         Balanced        Growth          Growth *        Global *
                                                       --------------  -------------- --------------   --------------  ------------
<S>                                                    <C>            <C>            <C>                 <C>            <C>
OPERATIONS:
Investment Income
     Dividends                                          $64,961         $36,031        $27,229           $9,408          $8,438
     Mortality and expense charge                       (19,061)         (2,310)        (2,999)            (344)           (625)
                                                  --------------  -------------- --------------   --------------  --------------
          Net Investment Income (Loss)                   45,900          33,721         24,230            9,064           7,813


     Realized and Unrealized Gains (Losses) on
     Investments:
       Realized gains (losses) from redemption of
         fund shares                                        ---             737         (9,679)              44             508
       Unrealized appreciation (depreciation)
         of investments                                     ---         (15,137)       (12,986)         (10,486)         (8,251)
                                                  --------------  -------------- --------------   --------------  --------------
         Net Gain(Loss) on Investments                      ---         (14,400)       (22,665)         (10,442)         (7,743)


         NET INCREASE (DECREASE) IN
         NET ASSETS RESULTING FROM
         OPERATIONS                                      45,900          19,321          1,565           (1,378)             70

CAPITAL TRANSACTIONS:
     Transfer of premium                              2,998,427         182,688        241,253           70,218          45,127
     Contract terminations                               (2,529)            ---            (35)             ---             ---
     Policy account value charges                           (38)            (26)          (111)             ---             ---
     Sub-account transfers                           (1,961,363)        309,038          4,470           22,008          39,312
                                                  --------------  -------------- --------------   --------------  --------------

         NET INCREASE IN NET
         ASSETS RESULTING FROM
         CAPITAL TRANSACTIONS                         1,034,497         491,700        245,577           92,226          84,439
                                                  --------------  -------------- --------------   --------------  --------------
         TOTAL INCREASE IN NET ASSETS                 1,080,397         511,021        247,142           90,848          84,509


         NET ASSETS, at the beginning of the year       139,591           7,013         55,892              ---             ---
                                                  --------------  -------------- --------------   --------------  --------------
         NET ASSETS, at end of the year              $1,219,988        $518,034       $303,034          $90,848         $84,509

                                                  ==============  ============== ==============   ==============  ==============

UNITS ISSUED AND REDEEMED
     Beginning balance                                  137,527             646          5,157              ---             ---
     Units issued                                     4,128,605          40,008         39,680            7,302           8,607
     Units redeemed                                   3,125,957             898         13,788              ---             938
                                                  --------------  -------------- --------------   --------------  --------------
     Ending balance                                   1,140,175          39,756         31,049            7,302           7,669

                                                  ==============  ============== ==============   ==============  ==============
</TABLE>
*  From Sub-account inception, May, 1997.

** Sub-account closed November, 1997.

See notes to financial statements.

                                       3
<PAGE>
           ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II

                STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

                      For the Year Ended December 31, 1997

<TABLE>
<CAPTION>

                                                                          Alger                         Dreyfus
                                                        -------------------------------------------   -------------   
                                                                                                           S & P                

                                                           Large Cap       Mid Cap       Small Cap          500

                                                            Growth         Growth         Growth           Index
                                                         -------------- -------------- ------------   --------------

<S>                                                            <C>             <C>            <C>            <C>

OPERATIONS:
Investment Income
     Dividends                                                 $10,030         $9,045        $41,086        $120,071
     Mortality and expense charge                              (14,930)        (8,022)       (13,620)        (46,643)
                                                         -------------- -------------- --------------  --------------
          Net Investment Income (Loss)                          (4,900)         1,023         27,466          73,428


     Realized and Unrealized Gains (Losses) on
     Investments:
       Realized gains (losses) from redemption of
         fund shares                                            38,682          5,524          7,228          52,894
       Unrealized appreciation (depreciation)
         of investments                                        171,097         84,526        127,659         652,827
                                                         -------------- -------------- --------------  --------------
           Net Gain(Loss) on Investments                       209,779         90,050        134,887         705,721


           NET INCREASE (DECREASE) IN
           NET ASSETS RESULTING FROM
           OPERATIONS                                          204,879         91,073        162,353         779,149

CAPITAL TRANSACTIONS:
     Transfer of premium                                     1,297,026        455,018      1,178,023       2,964,441
     Contract terminations                                      (5,902)          (524)        (1,596)        (33,324)
     Policy account value charges                                 (154)          (142)          (134)           (317)
     Sub-account transfers                                      24,017        118,923        (95,479)        230,856
                                                         -------------- -------------- --------------  --------------

           NET INCREASE IN NET
           ASSETS RESULTING FROM
           CAPITAL TRANSACTIONS                              1,314,987        573,275      1,080,814       3,161,656
                                                         -------------- -------------- --------------  --------------
           TOTAL INCREASE  IN NET ASSETS                     1,519,866        664,348      1,243,167       3,940,805


           NET ASSETS, at the beginning of the year            293,712        139,486        278,519       1,521,869
                                                         -------------- -------------- --------------  --------------
           NET ASSETS, at end of the year                   $1,813,578       $803,834     $1,521,686      $5,462,674

                                                         ============== ============== ==============  ==============

UNITS ISSUED AND REDEEMED
     Beginning balance                                          26,933         12,949         27,028         135,684
     Units issued                                              139,737         68,691        151,147         280,880
     Units redeemed                                             34,388         16,762         45,624          50,187
                                                         -------------- -------------- --------------  --------------
     Ending balance                                            132,282         64,878        132,551         366,377

                                                         ============== ============== ==============  ==============
</TABLE>

*  From Sub-account inception, May, 1997.

** Sub-account closed November, 1997.

See notes to financial statements.

<PAGE>

             ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II

                STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

                      For the Year Ended December 31, 1997

<TABLE>
<CAPTION>
                                                         Neuberger & Berman          
                                                   ------------------------------


                                                      Income          Growth
                                                   -------------- ---------------
<S>                                                  <C>              <C>

OPERATIONS:
Investment Income
     Dividends                                           $56,915         $33,636
     Mortality and expense charge                        (19,186)        (12,001)
                                                   -------------- ---------------
          Net Investment Income (Loss)                    37,729          21,635


     Realized and Unrealized Gains (Losses) on
     Investments:
       Realized gains (losses) from redemption of
         fund shares                                     (27,270)         25,296
       Unrealized appreciation (depreciation)
         of investments                                   53,453         151,202
                                                   -------------- ---------------
          Net Gain(Loss) on Investments                   26,183         176,498



          NET INCREASE (DECREASE) IN
          NET ASSETS RESULTING FROM
          OPERATIONS                                      63,912         198,133

CAPITAL TRANSACTIONS:
     Transfer of premium                               2,210,048         905,220
     Contract terminations                               (10,806)         (4,586)
     Policy account value charges                           (193)           (112)
     Sub-account transfers                                39,484          46,272
                                                   -------------- ---------------

          NET INCREASE IN NET
          ASSETS RESULTING FROM
          CAPITAL TRANSACTIONS                         2,238,533         946,794
                                                   -------------- ---------------
          TOTAL INCREASE  IN NET ASSETS                2,302,445       1,144,927


          NET ASSETS, at the beginning of the year       346,878         268,888
                                                   -------------- ---------------
          NET ASSETS, at end of the year              $2,649,323      $1,413,815

                                                   ============== ===============

UNITS ISSUED AND REDEEMED
     Beginning balance                                    33,612          24,534
     Units issued                                        316,194          97,573
     Units redeemed                                      109,177          22,050
                                                   -------------- ---------------
     Ending balance                                      240,629         100,057

                                                   ============== ===============

</TABLE>

*  From Sub-account inception, May, 1997.

** Sub-account closed November, 1997.

See notes to financial statements.

<PAGE>
                          ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II

                               STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

                                            For the Year Ended December 31, 1997

<TABLE>
<CAPTION>

                                                                           Strong                                Van Eck
                                                 ------------------------------------------------------------ --------------
                                                                                International   Aggressive        Hard

                                                   Income **     Balance **        Growth         Growth      Assets / Metals
                                                 -------------- --------------  -------------- -------------- --------------
<S>                                                    <C>            <C>            <C>            <C>            <C>
OPERATIONS:
Investment Income
     Dividends                                              $0         $7,583         $16,762             $0         $5,569
     Mortality and expense charge                         (259)        (3,182)        (23,821)        (1,174)        (4,487)
                                                 -------------- --------------  -------------- -------------- --------------
          Net Investment Income (Loss)                    (259)         4,401          (7,059)        (1,174)         1,082


     Realized and Unrealized Gains (Losses) on
     Investments:
       Realized gains (losses) from redemption of
         fund shares                                      (173)        41,997          (6,729)         1,415            823
       Unrealized appreciation (depreciation)
         of investments                                     93          4,747        (458,423)        14,637        (21,641)
                                                 -------------- --------------  -------------- -------------- --------------
          Net Gain(Loss) on Investments                    (80)        46,744        (465,152)        16,052        (20,818)


          NET INCREASE (DECREASE) IN
          NET ASSETS RESULTING FROM
          OPERATIONS                                       (339)        51,145        (472,211)        14,878        (19,736)

CAPITAL TRANSACTIONS:
     Transfer of premium                                18,515        173,019       1,905,310         31,900        401,897
     Contract terminations                                 ---           (309)         (7,409)           ---         (1,833)
     Policy account value charges                          (19)           (23)           (261)           ---            (51)
     Sub-account transfers                             (31,381)      (305,537)        505,179         72,911         59,159
                                                 -------------- --------------  -------------- -------------- --------------

          NET INCREASE IN NET
          ASSETS RESULTING FROM
          CAPITAL TRANSACTIONS                         (12,885)      (132,850)      2,402,819        104,811        459,172
                                                 -------------- --------------  -------------- -------------- --------------
          TOTAL INCREASE  IN NET ASSETS                (13,224)       (81,705)      1,930,608        119,689        439,436


          NET ASSETS, at the beginning of the year      13,224         81,705         521,317          8,458        112,980
                                                 -------------- --------------  -------------- -------------- --------------
          NET ASSETS, at end of the year                    $0             $0      $2,451,925       $128,147       $552,416

                                                 ============== ==============  ============== ============== ==============

UNITS ISSUED AND REDEEMED
     Beginning balance                                   1,320          7,530          50,712            796         10,740
     Units issued                                        1,849         37,662         283,605         12,531         47,780
     Units redeemed                                      3,169         45,192          49,541          2,640          5,095
                                                 -------------- --------------  -------------- -------------- --------------
    Ending balance                                           0              0         284,776         10,687         53,425

                                                 ============== ==============  ============== ============== ==============
</TABLE>

*  From Sub-account inception, May, 1997.

** Sub-account closed November, 1997.

See notes to financial statements.


<PAGE>
        ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II

                STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

                      For the Year Ended December 31, 1997

<TABLE>
<CAPTION>
                                                                                             Oppenheimer
                                                          -------------------------------------------------------------------------
                                                                 High       Aggressive    Large Cap                       Managed
                                                               Income *      Growth *      Growth *       Balanced *      Income *
                                                          ---------------  -----------   ------------    ------------    ----------
<S>                                                         <C>            <C>            <C>             <C>              <C>
OPERATIONS:
Investment Income
       Dividends                                                $13,028           $0             $0        $1,487         $3,556
       Mortality and expense charge                              (2,086)      (3,007)        (6,077)       (1,927)          (420)
                                                          --------------   ----------    -----------    ----------    -----------
            Net Investment Income (Loss)                         10,942       (3,007)        (6,077)         (440)         3,136


       Realized and Unrealized Gains (Losses) on
       Investments:
         Realized gains (losses) from redemption of
           fund shares                                               128        5,186          6,345         4,296            (15)
         Unrealized appreciation (depreciation)
           of investments                                          1,385       (9,363)        12,820        17,322           (220)
                                                          --------------   ----------    -----------    ----------    -----------
            Net Gain(Loss) on Investments                          1,513       (4,177)        19,165        21,618           (235)


            NET INCREASE (DECREASE) IN
            NET ASSETS RESULTING FROM
            OPERATIONS                                            12,455       (7,184)        13,088        21,178          2,901

CAPITAL TRANSACTIONS:
       Transfer of premium                                       341,056      524,024        964,009       403,720         55,814
       Contract terminations                                      (1,492)      (1,585)        (3,132)          ---            ---
       Policy account value charges                                  (11)         (47)           (87)          ---            ---
       Sub-account transfers                                     164,533      240,808        483,741        67,602         12,811
                                                          --------------   ----------    -----------    ----------    -----------

            NET INCREASE IN NET
            ASSETS RESULTING FROM
            CAPITAL TRANSACTIONS                                 504,086      763,200      1,444,531       471,322         68,625
                                                          --------------   ----------    -----------    ----------    -----------
            TOTAL INCREASE  IN NET ASSETS                        516,541      756,016      1,457,619       492,500         71,526

            NET ASSETS, at the beginning of the year                 ---          ---            ---           ---            ---
                                                          --------------   ----------    -----------    ----------    -----------
            NET ASSETS, at end of the year                      $516,541     $756,016     $1,457,619      $492,500        $71,526
                                                          ==============   ==========    ===========    ==========    ===========


UNITS ISSUED AND REDEEMED
       Beginning balance                                             ---          ---            ---           ---            ---
       Units issued                                               51,260       67,873        128,512        43,527          9,415
       Units redeemed                                              4,808        7,536          8,047         5,170          2,774
                                                          --------------   ----------    -----------    ----------    -----------
       Ending balance                                             46,452       60,337        120,465        38,357          6,641
                                                          ==============   ==========    ===========    ==========    ===========

</TABLE>


*  From Sub-account inception, May, 1997.

** Sub-account closed November, 1997.

See notes to financial statements.

<PAGE>
              ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II
                                                                               
                STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
                                                                              
        For the Period September 9, 1996 (inception) to December 31, 1996
                                                                                
<TABLE>
<CAPTION>
                                                                                                                                   
                                                                                                                                 
                                                                      Calvert                                 Alger               
                                                       ------------------------------------    ------------------------------------
                                                        Social                   Social                                            
                                                         Money       Social     Strategic       Large Cap    Mid Cap     Small Cap 
                                                         Market      Balanced    Growth          Growth      Growth       Growth   
                                                       ------------------------------------    ------------------------------------
<S>                                                         <C>       <C>       <C>            <C>            <C>          <C>
OPERATIONS:
Investment Income
    Dividends                                             $1,813      $526         $176            ---         ---         ---     
    Mortality and expense charge                            (599)      (13)        (132)           ($750)      ($340)      ($660)  
                                                          -------   -------      -------          -------     -------     -------
          Net Investment Income (Loss)                     1,214       513           44             (750)       (340)       (660)  
                                                                                                                                   
                                                                                                                                  
    Realized and Unrealized Gains (Losses) on
    Investments:
        Realized gains (losses) from redemption of
          fund shares                                        ---       155         (734)           3,994       1,789       (2,904) 
        Unrealized appreciation (depreciation)
          of investments                                     ---      (661)       1,508           (2,818)     (1,305)         119  
                                                          -------   -------      ------           -------     -------      -------
          Net Gain(Loss) on Investments                      ---      (506)         774            1,176         484       (2,785) 
                                                                                                                                   
                                                                                                                                   
          NET INCREASE (DECREASE) IN
          NET ASSETS RESULTING FROM
          OPERATIONS                                        1,214        7          818              426         144       (3,445) 
                                                                                                                                   
CAPITAL TRANSACTIONS:
     Transfer of premium                                  196,883    5,427       55,074          285,998     137,081      275,740  
     Sub-account transfers                                (58,506)   1,579          ---            7,288       2,261        6,224
                                                         ---------  -------       ------          -------     -------     -------  
                                                                                                                                   
          NET INCREASE IN NET
          ASSETS RESULTING FROM
          CAPITAL TRANSACTIONS                            138,377    7,006        55,074          293,286     139,342     281,964
                                                         --------  -------       -------         --------     -------    --------  
          TOTAL INCREASE  IN NET ASSETS                   139,591    7,013        55,892          293,712     139,486     278,519  
                                                                                                                                   
          NET ASSETS, at inception                            ---      ---           ---             ---         ---         --- 
                                                         --------  -------       -------        --------     -------     --------  
          NET ASSETS, at end of the year                 $139,591   $7,013       $55,892         $293,712    $139,486    $278,519  
                                                         ========  ========      =======         ========    ========    ========   
           
UNITS ISSUED AND REDEEMED
     Beginning balance                                       ---       ---           ---             ---         ---         ---    
     Units issued                                         317,908    2,096         7,446           33,793      17,969      35,703  
     Units redeemed                                       180,381    1,450         2,289            6,860       5,020       8,675
                                                          -------   ------       -------         --------     -------     -------  
     Ending balance                                       17,527       646         5,157           26,933      12,949      27,028  
                                                         =======    ======       =======        =========    ========    ======== 

</TABLE>

See notes to financial statements.

                                       4
<PAGE>

              ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II
                                                                               
                STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
                                                                             
        For the Period September 9, 1996 (inception) to December 31, 1996
                                                                               
<TABLE>
<CAPTION>                                                                                                                    
                                                                                                                               
                                                            Dreyfus                                                                 
                                                            --------                                               
                                                              S & P        Neuberger & Berman     
                                                               500     -----------------------    
                                                              Index         Income      Growth    
                                                            -------    ------------------------
<S>                                                           <C>            <C>          <C>   
OPERATIONS:                                                                                           
Investment Income                                                                                             
    Dividends                                               $20,596            ---          ---   
    Mortality and expense charge                             (3,491)         ($779)       ($646)  
                                                            -------          -----        -----                       
          Net Investment Income (Loss)                       17,105           (779)        (646)  
                                                                                                  
                                                                                                  
    Realized and Unrealized Gains (Losses) on                                                                                     
    Investments:                                                                                  
        Realized gains (losses) from redemption of                                                                            
          fund shares                                        13,609          1,963        3,359   
        Unrealized appreciation (depreciation)                                                                   
          of investments                                    (30,303)           851        3,325   
                                                            -------         ------       ------ 
          Net Gain(Loss) on Investments                     (16,694)         2,814        6,684   
                                                                                                  
                                                                                                  
          NET INCREASE (DECREASE) IN                                                                    
          NET ASSETS RESULTING FROM                                                                     
          OPERATIONS                                             411         2,035        6,038   
                                                                                                  
CAPITAL TRANSACTIONS:                                                                                         
     Transfer of premium                                    1,495,454      343,641      257,825   
     Sub-account transfers                                     26,004        1,202        5,025
                                                            ---------      -------       ------    
                                                                                                  
          NET INCREASE IN NET                                                                     
          ASSETS RESULTING FROM                                                                   
          CAPITAL TRANSACTIONS                              1,521,458      344,843      262,850
                                                            ---------      -------     --------      
          TOTAL INCREASE  IN NET ASSETS                     1,521,869      346,878      268,888   
                
          NET ASSETS, at inception                             ---             ---          ---   
                                                           ----------     --------     --------     
          NET ASSETS, at end of the year                   $1,521,869     $346,878     $268,888   
                                                           ==========     ========     ========                                     
                                                                                                  
                                                                                                  
                                                                                                  
UNITS ISSUED AND REDEEMED                                                                                            
     Beginning balance                                         ---            ---          ---    
     Units issued                                            151,870        44,214       31,468   
     Units redeemed                                           16,186        10,602        6,934
                                                            --------       -------      -------     
     Ending balance                                          135,684        33,612       24,534   
                                                            ========       =======      =======                                    
</TABLE>


See notes to financial statements.                                           

<PAGE>

              ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II
                                                                             
                STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
                                                                           
        For the Period September 9, 1996 (inception) to December 31, 1996
                                                                             
<TABLE>
<CAPTION>
                                                                                                                                
                                                                                                                                 
                                                                                                                                   
                                                        
                                                                              Strong                              Van Eck 
                                                         --------------------------------------------------   ---------------     
                                                                                International    Aggressive       Hard    
                                                         Income      Balance       Growth         Growth      Assets / Metals 
                                                        ---------------------------------------------------   ----------------
<S>                                                         <C>       <C>            <C>            <C>            <C>              
OPERATIONS:                                                                                                                        
Investment Income                                                                                                                  
    Dividends                                                $99       $4,927          $91         ---             ---     
    Mortality and expense charge                             (34)        (187)      (1,292)      ($15)          ($278)  
                                                         -------      -------      -------      -----          ------     
          Net Investment Income (Loss)                        65        4,740       (1,201)       (15)           (278)   
                                                                                                                        
                                                                                                                        
    Realized and Unrealized Gains (Losses) on                                                                                       
    Investments:                                                                                                                   
        Realized gains (losses) from redemption of                                                                                  
          fund shares                                          6        1,027         3,174         80           1,068   
        Unrealized appreciation (depreciation)                                                                                     
          of investments                                     (58)      (4,604)        1,415       (78)           2,405   
                                                          ------      -------       -------    ------          ------- 
          Net Gain(Loss) on Investments                      (52)      (3,577)        4,589         2            3,473   
                                                                                                                        
                                                                                                                        
          NET INCREASE (DECREASE) IN                                                                                               
          NET ASSETS RESULTING FROM                                                                                                
          OPERATIONS                                           13        1,163         3,388       (13)           3,195   
                                                                                                                        
CAPITAL TRANSACTIONS:                                                                                                              
     Transfer of premium                                   13,211       80,542       515,225      2,236         109,785 
     Sub-account transfers                                    ---          ---         2,704      6,235             --- 
                                                          -------      -------       -------    -------         -------
                                                                                                                               
          NET INCREASE IN NET                                                                                                    
          ASSETS RESULTING FROM                                                                                                  
          CAPITAL TRANSACTIONS                             13,211       80,542       517,929      8,471         109,785 
                                                         --------      -------     ---------     ------        --------    
          TOTAL INCREASE  IN NET ASSETS                    13,224       81,705       521,317      8,458         112,980 
                                                                                                                               
          NET ASSETS, at inception                            ---          ---           ---        ---             --- 
                                                         --------      -------     ---------     ------        -------- 
          NET ASSETS, at end of the year                  $13,224      $81,705      $521,317     $8,458        $112,980        
                                                         ========      =======     =========     ======        ========          
                                                                                                                         
UNITS ISSUED AND REDEEMED                                                                                                       
     Beginning balance                                        ---          ---           ---        ---             ---     
     Units issued                                           2,137       11,847        65,607      1,379          12,631  
     Units redeemed                                           817        4,317        14,895        583           1,891  
                                                          -------      -------      --------     ------
     Ending balance                                         1,320        7,530        50,712        796          10,740  

                                                          =======      =======      ========     ======        ========        

</TABLE>

See notes to financial statements.                                          

<PAGE>

ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS


December 31, 1997 and 1996

NOTE 1 - ORGANIZATION AND DESCRIPTION OF OPERATIONS

The Acacia National  Variable  Annuity  Separate  Account II (the Account) began
operations on September 9, 1996 as a separate  investment  account within Acacia
National Life Insurance Company (the Company) to receive and invest net premiums
paid under a flexible premium deferred variable annuity policy (the Policy). The
purpose of the Policy is to provide long-term  financial planning and to provide
for the accumulation of capital on a tax-deferred  basis for retirement or other
long-term  purposes.  The Policy may be purchased with a minimum premium payment
of $300 the first year and a minimum of $30 for premium payments thereafter. The
Policy may be purchased on a non-qualified  tax basis or used in connection with
plans qualifying for favorable Federal income tax treatment.

The Company is a member of the Acacia Group which includes Acacia Life Insurance
Company (known prior to June 30, 1997 as Acacia Mutual Life  Insurance  Company)
and its other wholly-owned subsidiaries: Acacia Financial Corporation (AFCO) and
its  subsidiaries:  Acacia Federal Savings Bank F.S.B.,  Calvert Group, Ltd. and
The Advisors Group, Inc.

Assets of the Account are the  property of the  Company.  However,  those assets
attributable to the policies are not chargeable with liabilities  arising out of
any other  business which the Company may conduct.  The Account  operates and is
registered as a unit investment trust under the Investment  Company Act of 1940.
The net assets  maintained in the Account  attributable to the policies  provide
the base for the periodic  determination of the increased or decreased  benefits
under the policies.

NOTE 2 - SEPARATE ACCOUNT ASSETS

As of December 31, 1997, the Account has nineteen  separate  sub-accounts  which
are invested as directed by the contract owner. The Account  purchases shares of
each of the sub-accounts  subject to the terms of the  Participation  Agreements
between the Company and the sub-accounts. Shares of each sub-account are offered
at a price equal to their  respective net asset values per share,  without sales
charge,  which  represents their fair value.  Calvert Asset Management  Company,
Inc., an  indirectly  wholly-owned  subsidiary of AFCO,  serves as an investment
advisor to the Calvert Variable Series Inc. Calvert Social Money Market, Calvert
Social Small Cap, Calvert Social Mid Cap and Calvert Social International Equity
Portfolios.  The Advisors  Group,  Inc. acts as a principal  underwriter  of the
policies pursuant to an underwriting agreement with the Company.

In addition to the nineteen  separate  sub-accounts,  a contract  owner may also
allocate  net  premiums to the General  Account,  which is part of the  Company.
Because of  exclusionary  provisions,  interests in the General Account have not
been  registered as securities  under the Securities  Actof 1933 and the General
Account has not been  registered as an investment  company under the  Investment
Company Act of 1940.
 

                                        5

<PAGE>

ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS

The  sub-accounts  and the  respective  portfolios in effect during 1997 were as
follows:

<TABLE>
<CAPTION>


     Sub-Account                                                  Portfolio Invested
     -----------                                                  ------------------    
<S>                                                            <C>    
                                                              Calvert Variable Series, Inc.:
Social Money Market                                              - Calvert Social Money Market
Social Balanced                                                  - Calvert Social Balanced
Social Strategic Growth                                          - Calvert Small Cap Growth
Social Managed Growth                                            - Calvert Mid Cap Growth
Social Global                                                    - Calvert Social International Equity

                                                              Alger American:
Large Cap Growth                                                 - Growth
Mid Cap Growth                                                   - Mid Cap Growth
Small Cap Growth                                                 - Small Capitalization

S & P 500 Index                                               Dreyfus Stock Index

                                                              The Neuberger & Berman Advisers
                                                                Management Trust:
Income                                                           - Limited Maturity Bond
Growth                                                           - Growth

                                                              Strong:
Income (closed November, 1997)                                   - Advantage Fund II
Balance (closed November 1997)                                   - Asset Allocation Fund II
International Growth                                             - International Stock Fund II
Aggressive Growth                                                - Discovery Fund II

Hard Assets / Metals                                          Van Eck Worldwide Hard Assets Fund

                                                              Oppenheimer Variable Account Funds:
High Income                                                      - High Income Fund
Aggressive Growth                                                - Aggressive Growth Fund
Large Cap Growth                                                 - Growth Fund
Balanced                                                         - Growth & Income Fund
Managed Income                                                   - Strategic Bond Fund

</TABLE>

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

The  following  is a summary of  significant  accounting  policies  consistently
followed  by the  Account in the  preparation  of the  financial  statements  in
conformity with generally accepted accounting principles.


                                        6

<PAGE>


ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS

Use of Estimates

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Investments Valuation

Investments  are  stated at  market  value  based on the net asset  value of the
underlying  investment  in each of the  respective  funds.  Net asset values are
based upon market quotations of the securities held in each of the corresponding
portfolios of the sub-accounts.

Accounting for Investments

Investment  transactions are accounted for on the trade date. Dividend income is
recorded  on the  ex-dividend  date.  Identified  cost is the basis  followed in
determining the cost of investments sold for financial statement purposes.

Federal Income Taxes

The  operations of the Account are taxed as part of the total  operations of the
Company.  The Company is taxed as a life  insurance  company  under the Internal
Revenue Code.  Under existing law, no taxes are payable on investment  income or
realized capital gains of the Account.

NOTE 4 - RELATED PARTY TRANSACTIONS

The following  charges are deducted by the Company from the Account's net assets
attributed to each policy:

         Annual  Policy Fee: An annual charge of $42 will be made on each policy
         anniversay to compensate the Company for the cost of administering  the
         Policy for all policies with an account value less than $50,000.

         Administrative  Expense Charge: A monthly charge at an effective annual
         rate of 0.10% of the  average  daily  net asset  value of the  variable
         account  will  be made to  compensate  the  Company  for the  costs  of
         administering  the Policy.  Net investment income is reduced by charges
         for  investment  management  fees and other  expenses  incurred  by the
         Portfolios.

         Mortality  and Expense  Risk Charge:  A monthly  charge at an effective
         annual  rate of 1.25%  of the  average  daily  net  asset  value of the
         sub-accounts  will be made  to  compensate  the  Company  for  assuming
         certain  mortality and expense risks. The charge will decrease by 0.05%
         on each  Policy  anniversary  beginning  in year 16 until it reaches an
         effective rate of 0.50% at the end of year 30.

         
                                        7

<PAGE>


ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS

         Surrender  Charge: A surrender charge is deducted on a percentage basis
         from premium  payments made within five years of surrender.  The amount
         of the  charge is equal to 8% of premium  payments  made  within  three
         years of surrender,  6% of premium payments made during the fourth year
         prior to  surrender,  and 4% of premium  payments made during the fifth
         year prior to surrender.

         Premium Taxes:  Certain  states impose premium taxes.  The Company will
         deduct  amounts equal to these taxes as  applicable.  Premium tax rates
         vary from 0 to 3.5%.

NOTE 5 - PURCHASES AND SALES

The cost of purchases and proceeds  from sales for the two years ended  December
31,1997 and 1996 for the sub-accounts are as follows:

<TABLE>
<CAPTION>
                                                                             1997                                 1996
                                                                             ----                                 ----

                                                                  Cost of            Proceeds           Cost of           Proceeds
          Portfolio                                              Purchases         from Sales          Purchases         from Sales
         ----------                                              ---------         ----------          ---------         ----------

<S>                                                              <C>                 <C>            <C>                 <C>  

Social Money Market                                              $4,322,028         $3,241,631         $  321,690          $ 182,098
Social Balanced                                                     536,568             10,410             23,033             15,515
Social Strategic Growth                                             402,402            142,274             79,633             23,713
Social Managed Growth                                               101,645                311                ---                ---
Social Global                                                       102,506              9,747                ---                ---
Large Cap Growth                                                  1,750,761            401,991            368,032             76,298
Mid Cap Growth                                                      764,846            185,025            194,085             54,616
Small Cap Growth                                                  1,605,526            490,017            370,039             88,504
S & P 500 Index                                                   3,845,059            557,081          1,739,044            183,232
Income                                                            3,419,436          1,170,442            453,444            109,143
Growth                                                            1,261,094            267,369            337,515             75,726
Income (closed November, 1997)                                       18,465             31,857             21,502              8,206
Balance (closed November, 1997)                                     428,465            514,774            131,433             46,001
International Growth                                              2,890,242            501,211            676,888            154,673
Aggressive Growth                                                   132,810             27,758             14,687              6,231
Hard Assets / Metals                                                515,399             54,321            129,521             20,013
High Income                                                         565,864             50,707                ---                ---
Aggressive Growth                                                   856,525             91,146                ---                ---
Large Cap Growth                                                  1,534,627             89,827                ---                ---
Balanced                                                            532,547             57,368                ---                ---
Managed Income                                                      101,553             29,807                ---                ---

</TABLE>


                                       8







<PAGE>

Audited Financial Statements (Statutory Basis)




ACACIA NATIONAL LIFE INSURANCE COMPANY




December 31, 1997 and 1996




Report of Independent Accountants......................................1-2
Statements of Financial Condition........................................3
Statements of Operations and Changes
   in Capital and Surplus................................................4
Statements of Cash Flow..................................................5
Notes to Financial Statements.......................................6 - 17
Supplemental Schedule of Selected Financial Data...................18 - 20


<PAGE>



                         [Coopers & Lybrand letterhead]





REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
Acacia National Life Insurance Company


We have audited the accompanying  statutory statements of financial condition of
Acacia National Life Insurance Company as of December 31, 1997 and 1996, and the
related  statutory  statements of operations and changes in capital and surplus,
and cash flow for the years  then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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.

As described more fully in Note 2 to the financial  statements,  these financial
statements were prepared in conformity with accounting  practices  prescribed or
permitted  by the  Bureau of  Insurance,  State  Corporation  Commission  of the
Commonwealth  of  Virginia,  which  practices  differ  from  generally  accepted
accounting principles.  The effects on the financial statements of the variances
between the statutory  basis of accounting  and  generally  accepted  accounting
principles are material.

In our opinion,  because of the effects of the matter discussed in the preceding
paragraph,  the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of Acacia  National Life  Insurance  Company as of December 31, 1997 and 1996 or
the results of its operations or its cash flow for the years then ended.

In our opinion,  however,  the  financial  statements  referred to above present
fairly, in all material respects, the admitted assets, liabilities,  and surplus
of Acacia National Life Insurance  Company as of December 31, 1997 and 1996, and
the results of its operations and its cash flow for the years then ended, on the
basis of accounting described in Note 2.

                                        1

<PAGE>




Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial  statements taken as a whole.  The  Supplemental  Schedule of Selected
Financial  Data is presented  for purposes of  additional  analysis and is not a
required  part  of  the  basic  financial   statements,   but  is  supplementary
information  required by the National  Association  of Insurance  Commissioners.
Such  information has been subjected to the auditing  procedures  applied in the
audit of the basic financial  statements and in our opinion is fairly stated, in
all material respects,  in relation to the basic financial statements taken as a
whole.


                                              Coopers & Lybrand LLP

Washington, D.C.
February 24, 1998


                                        2

<PAGE>
ACACIA NATIONAL LIFE INSURANCE COMPANY
Statements of Financial Condition (Statutory Basis)

<TABLE>
<CAPTION>

                                                                           December 31,
                                                                  1997                 1996
                                                            ----------------      ---------------
                                                                           (In thousands)

<S>                                                              <C>                    <C>
ASSETS
Debt securities                                             $     570,348         $      596,394
Equity securities                                                   2,373                  2,405
Mortgage loans                                                      5,031                     47
Policy loans                                                        8,100                  8,091
Cash and cash equivalents                                          13,090                 16,246
Accrued investment income                                           9,992                 10,520
Separate account assets                                            31,095                  6,433
Other assets                                                        2,820                  2,671
                                                            ---------------       ----------------   
                                      Total Assets          $     642,849         $      642,807
                                                            ===============        ===============  

LIABILITIES
Insurance and annuity reserves                              $     508,884         $      539,065
Deposit administration contracts and other
  deposit reserves                                                 26,459                 25,659
Other policyowner funds                                            28,666                 19,633
Policy claims                                                       3,143                  2,821
Interest maintenance reserve                                        2,587                  2,230
Asset valuation reserve                                             5,188                  5,712
Separate account liabilities                                       31,095                  6,433
Other liabilities                                                   4,321                 11,613
                                                            ---------------        ---------------  
                                 Total Liabilities                610,343                613,166

CAPITAL AND SURPLUS
Preferred stock, 8% non-voting, non-cumulative, $1,000 par value,
  10,000 shares authorized; 6,000 shares issued and outstanding     6,000                  6,000
Common stock, $170 par value; 15,000 shares authorized
  issued and oustanding                                             2,550                  2,550
Gross paid-in surplus                                              13,450                 13,450
Surplus                                                            10,506                  7,641
                                                            ---------------       ----------------  
                         Total Capital and Surplus                 32,506                 29,641
                                                            ---------------       ----------------
         Total Liabilities and Capital and Surplus          $     642,849         $      642,807
                                                            ===============       ================

</TABLE>

See notes to financial statements.

                                       3
<PAGE>
ACACIA NATIONAL LIFE INSURANCE COMPANY
Statements of Operations and Changes in Capital and Surplus (Statutory Basis)

<TABLE>
<CAPTION>

                                                                        For the Years Ended
                                                                            December 31,
                                                                 1997                    1996
                                                            -------------           ------------
                                                                        (In thousands)
<S>                                                              <C>                   <C>
INCOME
Premiums and annuity considerations                          $    59,646              $   42,444
Net investment income                                             47,774                  45,701
Supplementary contracts                                           16,809                  12,589
Other income                                                       1,042                   3,845
                                                              ------------             -----------
                                                                 125,271                 104,579
BENEFITS AND EXPENSES
Benefits for policyholders and beneficiaries:
  Benefit payments, surrenders, and withdrawals                  108,148                 114,085
  Decrease in insurance and annuity reserves                     (21,269)                (24,741)
  Increase in deposit administration funds                           800                     977
                                                              ------------             -----------
                                                                  87,679                  90,321
Commissions to managing directors
  and account managers                                             5,202                   3,146
Net transfers to separate accounts                                20,387                    ---
Operating expenses allocated from Acacia Life                     12,724                  13,539
Other operating expenses and taxes                                 1,247                     162
                                                              ------------              ----------
                                                                 127,239                 107,168
                                                              ------------              ----------
      Net (Loss) Gain from Operations Before Federal
            Income Taxes and Realized Capital Losses              (1,968)                 (2,589)

Federal income tax benefit (expense)                               2,511                    (642)
                                                              ------------              ----------
              Net Gain (Loss) from Operations Before
                     Realized Capital Gains (Losses)                 543                  (3,231)

REALIZED CAPITAL Gains (LOSSES)
Net realized capital gains                                         1,183                     339
Capital gains taxes                                                 (521)                   (335)
Transferred to interest maintenance reserve                         (516)                   (224)
                                                              ------------              ----------
                 Net Realized Capital Gains (Losses)                 146                    (220)
                                                               ------------             -----------   
                                  Net Income (Loss)                  689                  (3,451)

Capital and surplus, beginning of year                            29,641                  26,775
Issuance of preferred stock                                         ---                    6,000
Contribution of gross paid-in surplus                               ---                    6,000
Change in valuation basis of reserves                               (119)                   ---
Change in asset valuation reserve                                    524                  (1,068)
Change in net unrealized capital gains                               495                     323
Change in non-admitted assets                                      1,276                  (4,938)
                                                               -----------             -----------
                    Capital and Surplus, End of Year           $  32,506               $  29,641
                                                               ===========             ===========
</TABLE>

See notes to financial statements.

                                       4
<PAGE>
ACACIA NATIONAL LIFE INSURANCE COMPANY
Statements of Cash Flow (Statutory Basis)

<TABLE>
<CAPTION>

                                                                    For the Years Ended
                                                                        December 31,
                                                                    1997             1996
                                                                 ----------       ----------                         
OPERATING ACTIVITIES                                                    (In thousands)

<S>                                                                 <C>              <C>  

Premiums and annuity considerations                            $    59,646      $    42,453
Other premiums, considerations and deposits                         16,809           12,589
Net investment income received                                      47,368           43,220
Cash and short-term investments received from
  execution of assumption reinsurance agreement                       ---            52,671
Annuity and other fund deposits                                      2,167            4,069
Benefits paid to policyholders                                     (10,980)         (10,092)
Commissions and other expenses paid                                (20,698)         (16,601)
Surrender benefits and other fund withdrawals paid                 (96,822)        (103,994)
Net transfers to separate accounts                                 (22,815)             ---
Federal and state income tax paid                                   (1,093)             (41)
                                                              -------------      ------------       
   Net Cash (Used In) Provided By Operating Activities             (26,418)          24,274

INVESTING ACTIVITIES
Proceeds from investments sold, matured or repaid:
  Bonds                                                             68,392           52,368
  Equities                                                             756              191
  Mortgage loans                                                        16              ---
  Partnership and other interests                                      240              ---
Cost of investments acquired:
  Bonds                                                            (40,619)         (92,269)
  Mortgage loans                                                    (5,000)             ---
  Partnership and other interests                                   (1,158)            (435)
Net change in policy loans and premium notes                            (9)             210
                                                              --------------     -----------    
   Net Cash Provided By (Used In) Investing Activities              22,618          (39,935)

FINANCING ACTIVITIES
Cash provided:
  Issuance of preferred stock                                          ---             6,000
  Capital contribution                                                 ---             6,000
  Other provisions (applications)                                       644              (80)
                                                               ------------      ------------      
   Net Cash Provided By Financing Activities                            644           11,920

       Decrease in Cash and Cash Equivalents                         (3,156)          (3,741)

   Cash and Cash Equivalents, Beginning of Year                      16,246           19,987
                                                                -----------      -----------  
       Cash and Cash Equivalents, End of Year                   $    13,090      $    16,246
                                                                ===========      ===========  

NON-CASH TRANSACTIONS:

Non-cash items received from execution of assumption
  reinsurance agreement:
    Investment in bonds                                               ---            $68,429
    Policy loans                                                      ---             $1,600
    Annuity reserve liabilities                                       ---            $127,851

</TABLE>

See notes to financial statements

                                       5
<PAGE>

ACACIA NATIONAL LIFE INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS

December 31, 1997 and 1996

NOTE 1 - ORGANIZATION AND DESCRIPTION OF OPERATIONS

Acacia  National  Life  Insurance   Company  (the  Company)  is  a  wholly-owned
subsidiary of Acacia Life Insurance  Company (Acacia Life),  known prior to June
30, 1997 as Acacia Mutual Life Insurance Company.  Acacia Life is a wholly-owned
subsidiary of Acacia  Financial Group, Ltd (AFG) which is wholly owned by Acacia
Mutual Holding  Corporation (AMHC). AMHC and AFG were formed in 1997 pursuant to
a plan of  reorganization  whereby  Acacia  Life  became a stock life  insurance
company.  AMHC and its wholly-owned  subsidiaries are collectively  known as The
Acacia Group (the Group).  Other members of the Group include  Acacia  Financial
Corporation and its  subsidiaries,  Acacia Federal Savings Bank,  Calvert Group,
Ltd. and The Advisors Group, Inc.

The Company  underwrites and markets  deferred and immediate  annuities and life
insurance  products  within the United  States and is  licensed to operate in 46
states and the District of Columbia.  On December 1, 1995 and September 9, 1996,
respectively,  operations began for the Acacia National  Variable Life Insurance
Separate  Account I and Acacia National  Variable  Annuity  Separate  Account II
which are separate investment accounts within the Company.

NOTE 2 - SIGNIFICANT ACCOUNTING PRACTICES

The Company, domiciled in Virginia,  prepares its statutory financial statements
in accordance with statutory  accounting practices (SAP) prescribed or permitted
by the Bureau of Insurance,  State Corporation Commission of the Commonwealth of
Virginia.  Prescribed  statutory  accounting  practices  include  a  variety  of
publications of the National Association of Insurance  Commissioners  (NAIC), as
well as state laws,  regulations,  and general  administrative rules.  Permitted
statutory  accounting  practices  encompass  all  accounting  practices  not  so
prescribed.  Such  practices  vary, in some respects,  from  generally  accepted
accounting   principles  (GAAP).  The  significant  statutory  basis  accounting
practices followed by the Company are described below.

The  preparation  of the  financial  statements  in  conformity  with  statutory
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.





                                        6

<PAGE>



In general,  the SAP basis of accounting varies in certain respects from GAAP in
that:

o        Acquisition costs incurred at policy issuance,  such as commissions and
         other costs in connection  with acquiring new business,  are charged to
         expense  in the year in which  they are  incurred,  rather  than  being
         deferred and amortized over the periods benefited.

o        Certain  assets  designated  as  "non-admitted'  are excluded  from the
         balance sheets by a direct charge to unassigned surplus.

o        The asset valuation reserve and interest  maintenance reserve are not
         recorded for GAAP purposes.

o        Federal income taxes are computed in accordance  with those sections of
         the Internal  Revenue Code  applicable to life insurance  companies and
         are  based  solely  on  currently  taxable  income.   Under  GAAP,  the
         recognition of deferred tax  liabilities and assets is required for the
         expected future tax consequences of temporary  differences  between the
         carrying amounts for financial statements purposes and the tax basis of
         other assets and liabilities.

o        The liability for policy reserves is based on statutory assumptions for
         interest and mortality without  considerations  of withdrawals,  rather
         than  assumptions  for  interest,  mortality and  withdrawals  based on
         actual experience.

o        Premiums  for  universal  life,  single  premium  non-life   contingent
         immediate  annuity and single premium  deferred  annuity  contracts are
         reported as premium  income or fund deposits  rather than  additions to
         liabilities.

o        Reinsurance  ceded to other  companies  is  reported on a net basis for
         premium revenue,  benefits and underwriting,  acquisition and insurance
         expenses, and policy reserves and accruals. Under GAAP, policy reserves
         and claim  liabilities  ceded are  reported  separately  in the balance
         sheet as a reinsurance recoverable asset.

o        Debt  securities  are generally  carried at amortized  costs,  whereas,
         under GAAP, investments in debt securities are stated at amortized cost
         or current market values  depending on the  classification  pursuant to
         FASB Statement No. 115,  Accounting for Certain Investments in Debt and
         Equity  Securities.  Any  difference  between  cost and current  market
         values of debt  securities  classified  as  available-for-sale,  net of
         deferred income taxes or benefit and related deferred  acquisition cost
         effects,  is reported  as a separate  component  in GAAP  shareholder's
         equity and does not affect net income.



                                        7

<PAGE>



The impact of the differences between SAP and GAAP basis reporting on Net Income
and Capital and Surplus is as follows:

<TABLE>
<CAPTION>

($ in thousands)
                                                   1997                       1996
                                                   ----                       ----
                                            Net          Capital          Net        Capital
                                          Income       And Surplus      Income     And Surplus
                                          ------       -----------      ------     -----------        

<S>                                       <C>            <C>            <C>           <C> 
     
As reported under SAP:                    $   689        $32,506        $(3,451)      $29,641
Adjustments:
  Deferred policy acquisition costs          (66)         53,937           (663)       62,324
  AVR and IMR                                 357          7,775             17         7,942
  Deferred Federal income taxes           (2,372)        (19,561)          (307)      (15,244)
  Net policyholder liabilities                731         (9,813)         5,287       (10,664)
  Investments                                 ---         22,521            ---         9,135
  Other                                     1,289           (456)           444          (467)
                                            -----       ----------      --------     ---------
Amounts under GAAP                        $   628        $86,909        $ 1,327       $82,667
                                            =======      =======        =======       =======
</TABLE>

Valuation of Assets

Debt and equity securities are valued in accordance with rules prescribed by the
NAIC. Debt securities are generally  stated at amortized cost,  preferred stocks
at cost and common stocks at market value.  Collateralized  mortgage obligations
are valued using the  prospective  method and currently  anticipated  prepayment
assumptions,  based on data from current actual  experience.  Mortgage loans and
policy loans are recorded at their unpaid  balance.  Discount or premium on debt
securities is amortized using the interest method.  Unrealized capital gains and
losses are  reflected  directly in surplus  and are not  included in net income.
Realized gains and losses are determined on a first-in,  first-out basis and are
presented in the  statements of operations,  net of taxes and excluding  amounts
transferred to the Interest Maintenance Reserve.

As  prescribed by the NAIC,  the Company  maintains an Asset  Valuation  Reserve
(AVR). The AVR is computed in accordance with a prescribed formula.  The purpose
of the AVR is to stabilize  surplus against  fluctuations in the value of stocks
and  credit-related  declines  in the value of bonds,  mortgage  loans and other
invested assets. Changes to the AVR are charged or credited directly to surplus.

As also  prescribed by the NAIC, the Company  maintains an Interest  Maintenance
Reserve, which represents the net accumulated unamortized realized capital gains
and losses  attributable  to changes in the general  level of interest  rates on
sales of fixed income  investments,  principally  bonds and mortgage loans. Such
gains or losses are amortized into income using schedules prescribed by the NAIC
over the  remaining  period to expected  maturity of the  individual  securities
sold.


                                        8

<PAGE>



Cash Equivalents

The Company considers overnight  repurchase  agreements,  money market funds and
short-term investments with original maturities of less than three months at the
time of  acquisition to be cash  equivalents.  Cash  equivalents  are carried at
cost.

Separate Accounts

Separate  Accounts  are assets and  liabilities  associated  with  certain  life
insurance and annuity contracts,  for which the investment risk lies solely with
the holder of the contract rather than the Company.  Consequently, the insurer's
liability for these Separate  Accounts equals the value of the Separate  Account
assets.  Investment  income and  realized  gains  (losses)  related to  Separate
Accounts are excluded from the statements of operations  and cash flows.  Assets
held in  Separate  Accounts  are  primarily  shares in mutual  funds,  which are
carried at fair value, based on the quoted net asset value per share.

Non-Admitted Assets

Certain assets,  primarily goodwill, are designated as "non-admitted" under SAP.
The cost of these assets is charged directly to surplus.  Non-admitted  balances
totaled $3,662,000 and $4,938,000 at December 31, 1997 and 1996, respectively.

Policy Reserves

Life policy reserves are computed by using the  Commissioners  Reserve Valuation
Method and the Commissioners Standard Ordinary Mortality table. Annuity reserves
are calculated using the Commissioners  Annuity Reserve Valuation Method and the
maximum  valuation  interest rate; for annuities  with life  contingencies,  the
prescribed  valuation  mortality  table is used.  Policy  claims in  process  of
settlement  include  provision for reported  claims and claims  incurred but not
reported.  The valuation rates for fixed immediate and deferred  annuities range
between 6.0% and 11.25% as of December 31, 1997.

Federal Income Taxes

The Company  files a  consolidated  tax return with the Group.  Under  statutory
accounting  practices,  no provision is made for deferred  federal  income taxes
related to temporary  differences  between  statutory and taxable  income.  Such
temporary  differences  arise primarily from Internal Revenue Code  requirements
regarding the  capitalization  and  amortization of deferred policy  acquisition
costs,  calculation of life insurance reserves and recognition of realized gains
or losses on sales of debt securities.




                                        9

<PAGE>



Premiums and Related Expense

Premiums  are  recognized  as  income  over the  premium  paying  period  of the
policies.  Annuity  considerations  and fund deposits are included in revenue as
received.  Commissions  and  other  policy  acquisition  costs are  expensed  as
incurred.

Reinsurance

The  Company  cedes  reinsurance  to  provide  for  greater  diversification  of
business,  additional  capacity  for growth as well as a way for  management  to
control  exposure to potential  losses  arising from large risks.  A significant
portion of reinsurance is ceded to Acacia Life.

The  excess  of the  amount of  liabilities  assumed  over the  amount of assets
received upon  execution of an assumption  reinsurance  agreement is recorded as
goodwill,  a non-admitted  asset, and charged  directly to surplus.  Goodwill is
being amortized over a period of ten years using the interest method.

Reclassifications

Certain  reclassifications  of 1996  amounts  were made to conform with the 1997
financial statement presentation.

NOTE 3 - INVESTMENTS AND OTHER FINANCIAL INSTRUMENTS

Fair Values of Financial Instruments

<TABLE>
<CAPTION>

($ in thousands)
                                            December 31, 1997         December 31, 1996
                                            -----------------         -----------------
                                           Carrying     Fair         Carrying      Fair
                                            Amount      Value         Amount      Value
                                           ---------   -------        --------   -------  
<S>                                       <C>          <C>            <C>         <C>    

Financial Assets:
  Debt securities                         $570,348     $610,928       $596,394    $620,368
  Equity securities                          2,373        2,713          2,405       2,773
  Mortgage loans                             5,031        5,084             47          50
  Cash and cash equivalents                 13,090       13,090         16,246      16,246
Financial Liabilities:
  Investment-type insurance
         contracts                        $407,643     $475,678       $440,645    $512,452


</TABLE>




                                       10

<PAGE>



The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:

Investment  securities:  Fair values for fixed  maturity  securities  (including
redeemable  preferred stocks and mortgage backed securities) are based on quoted
market  prices,  where  available.  For fixed  maturity  securities not actively
traded and for  private  placements,  fair  values are  estimated  using  values
obtained  from  independent  pricing  services.   The  fair  values  for  equity
securities are based on quoted market prices.

Mortgage  loans:  The  fair  values  for  mortgage  loans  are  estimated  using
discounted  cash flow analysis,  based on interest rates currently being offered
for similar loans to borrowers with similar credit  ratings.  Loans with similar
characteristics are aggregated for purposes of the calculations.

Cash and cash equivalents:  The carrying amount approximates fair values because
of the short maturity of these instruments.

Policy loans:  Policy loans are an integral component of insurance contracts and
have no  maturity  dates.  Future  cash flows are  uncertain  and  difficult  to
predict.  Therefore,  management  has  concluded  that  it is not  practical  to
estimate their fair value.

Investment   contracts:   Fair  values  for  the  Company's   liabilities  under
investment-type  insurance  contracts are estimated  using  discounted cash flow
calculations,  based on  interest  rates  currently  being  offered  for similar
contracts  with  maturities  consistent  with those  remaining for the contracts
being valued. The carrying values for the deposit  administration  contracts and
supplementary  contracts  without  life  contingencies  approximate  their  fair
values.

Investments

Major  categories  of  investment  income for the years  ended  December  31 are
summarized as follows:

<TABLE>
<CAPTION>


($ in thousands)
                                                        1997         1996
                                                   ---------      --------
<S>                                                    <C>            <C>

Fixed maturity securities                          $ 47,086        $ 44,932
Common stock                                            ---              54
Preferred stock                                          60              81
Mortgage loans                                          110               4
Policy loans                                            502             436
Other                                                 1,001           1,544
                                                  ---------          --------
  Gross investment income                            48,759          47,051
Investment expenses                                  (1,143)         (1,558)
Interest maintenance reserve amortization               158             208
                                                  ---------        ----------
  Net investment income                            $ 47,774        $ 45,701
                                                  =========        ==========

</TABLE>

                                       11

<PAGE>



Realized  gains  (losses) on  investments  for the years  ended  December 31 are
summarized as follows:

<TABLE>
<CAPTION>

($ in thousands)
                                                           1997         1996
                                                        --------       ------                                               
<S>                                                       <C>           <C>
   
Available for sale fixed maturity securities
    Gross realized gains                                   963           355
    Gross realized losses                                  (11)          (16)
Equity securities
    Gross realized gains                                   230            --
    Gross realized losses                                   --            --
Other invested assets                                        1            --
                                                       -------        -------
                                                       $ 1,183        $   339
                                                       =======        =======

</TABLE>

The statement  values and estimated fair values of the Company's  investments in
debt securities are as follows:

<TABLE>
<CAPTION>

($ in thousands)                                                   Gross            Gross
                                                Statement        Unrealized       Unrealized          Fair
                                                   Value            Gains           Losses            Value
                                                 ---------       -----------      -----------       ---------  
At December 31, 1997
<S>                                               <C>                 <C>            <C>                <C>   

U.S. government and agencies                    $ 87,514            $ 8,228       $      --          $  95,742
Other government                                  30,943                856              (73)           31,726
Mortgaged backed securities                      150,831              5,592             (402)          156,021
Corporate                                        301,060             26,994             (615)          327,439
                                                --------            -------            ------         --------
                                                $570,348            $41,670          $(1,090)         $610,928
                                                ========            =======          ========         ========
At December 31, 1996

U.S. government and agencies                    $117,448           $  7,161          $   (28)         $124,581
Other government                                   3,300                 23             ---              3,323
Mortgaged backed securities                      153,001              2,641           (1,627)          154,015
Corporate                                        322,645             17,503           (1,699)          338,449
                                                --------            -------          --------         --------
                                                $596,394            $27,328          $(3,354)         $620,368
                                                ========            =======          ========         ========

</TABLE>


                                       12

<PAGE>



The amortized cost and estimated fair value of debt  securities,  by contractual
maturity at December 31, 1997 are shown below.  Expected  maturities will differ
from  contractual  maturities  because  borrowers  may have the right to call or
prepay obligations with or without prepayment penalties.

<TABLE>
<CAPTION>

($ in thousands)
                                         Statement            Fair
                                           Value              Value
                                         ---------          ---------    
<S>                                        <C>                <C>
  
Maturities in 1998                       $ 16,980           $ 17,243
In 1999 to 2002                           121,926            130,953
In 2003 to 2007                           153,737            163,299
After 2007                                126,874            143,412
Mortgaged-backed securities               150,831            156,021
                                         --------           --------
                                         $570,348           $610,928
                                         ========           ========

</TABLE>

Investment Portfolio Credit Risk

The Company's bond investment portfolio is predominately comprised of investment
grade securities.  At December 31, 1997 and 1996, approximately $3.9 million and
$2.7  million,  respectively,  in debt  security  investments  (0.7%  and  0.5%,
respectively,  of the total  debt  security  portfolio)  are  considered  "below
investment  grade."  Securities  are classified as "below  investment  grade" by
utilizing rating criteria established by the NAIC.

NOTE 4 - REINSURANCE

The Company  reinsures all life insurance  risks over its retention limit of $10
thousand per policy under yearly renewable term insurance agreements with Acacia
Life and several other non-affiliated  companies.  The Company remains obligated
for amounts ceded in the event that  reinsurers  do not meet their  obligations.
Since the reinsurance  treaties are of such a nature as to pass economic risk to
the reinsurer,  appropriate reductions are made from income, claims, expense and
liability items in accounting for the reinsurance ceded.



                                       13

<PAGE>



Premiums  and  benefits  have been  reduced by amounts  reinsured as follows (in
thousands):

<TABLE>
<CAPTION>


                                                       Year ended December 31,
                                                         1997            1996
                                                        ------           -----    
<S>                                                       <C>             <C>
   
Premiums ceded: 
  Acacia Life                                             $3,384         $3,559
  Others                                                     533            540
                                                         -------         ------
Total premium ceded                                       $3,917         $4,099
                                                          ======         ======

Death benefits reimbursed:
  Acacia Life                                             $2,989         $3,380
  Other                                                      277          1,841
                                                         -------         ------
Total benefits reimbursed                                 $3,236         $5,221
                                                          ======         ======

Amounts recoverable on paid and unpaid losses:
  Acacia Life                                               $643           $424
  Other                                                     ---              24
                                                         -------            ---
Total amounts recoverable on paid
    and unpaid losses                                       $643           $448
                                                            ====           ====

Policy reserves ceded:
  Acacia Life                                             $1,897         $3,238
  Others                                                     350            379
                                                         -------         ------
Total policy reserves ceded                               $2,247         $3,617
                                                          ======         ======

Life insurance in force ceded:
  Acacia Life                                         $1,206,052    $   926,529
  Others                                                  90,471         74,550
                                                     -----------     ----------
Total life insurance in force ceded                   $1,296,523     $1,001,079
                                                      ==========     ==========

</TABLE>

During 1997, the Company  terminated a reinsurance  agreement whereby disability
benefits were ceded to Acacia Life. Termination of the agreement resulted in net
expense to the Company of $372,000.

Assumption Reinsurance Agreement

Effective May 31, 1996 under an assumption  reinsurance  agreement,  the Company
assumed  certain  assets  and  liabilities   relating  to  annuities  previously
underwritten by the National American Life Insurance Company (NALICO), which had
been in rehabilitation.  Under the agreement,  the Company assumed fixed annuity
policies with statutory liabilities of $127.9 million. The Company received from
NALICO assets with a fair value of approximately $122.7,  consisting principally
of investment  grade bonds and short-term  investments.  The difference  between
assets

                                       14

<PAGE>



acquired and liabilities assumed of $5.2 million was capitalized as goodwill and
treated as a non-admitted asset. Based on adjustments in 1997, additional assets
of $0.4  million  were  received and reduced the  goodwill.  Approximately  $1.1
million  was  amortized   through   operations  during  1997  as  an  offset  to
miscellaneous  income.  At December 31,  1997,  the balance of goodwill was $3.7
million.

NOTE 5 - ANNUITY RESERVES AND DEPOSIT LIABILITIES

Annuity  reserves  and  deposit   liabilities  have  the  following   withdrawal
characteristics:

<TABLE>
<CAPTION>

($ in thousands)
                                                                   December 31,
                                                               1997                  1996
                                                           ----------         --------------
<S>                                                      <C>      <C>             <C>     <C>
Subject to discretionary withdrawal with adjust-
  ment, at book value less surrender charge             228,262    46%         $362,603   72%

Subject to discretionary withdrawal without adjust-
  ment, at book value (minimal or no charge)            226,606    45           107,453   21

Not subject to discretionary withdrawal provision        46,550     9            32,205    7
                                                       --------   ----           ------   --

Total annuity actuarial reserves and deposit
  fund liabilities                                     $501,418   100%           $502,261  100%
                                                       ========   ===            ========  ====

</TABLE>

NOTE 6 - FEDERAL INCOME TAXES

Under a tax sharing  agreement  between  the  Company  and other  members of the
Group,   Acacia  Life   reimburses  or  receives  from  the  Company  an  amount
representing  the taxes that would have been paid or  refunded  had the  Company
filed a separate income tax return.

Under the statutes in effect before the Deficit Reduction Act of 1984, a portion
of "net  income"  was not  subject to  current  income  taxation  for stock life
insurance  companies,  but was  accumulated for tax purposes in a memorandum tax
account.  The 1984 Act  prohibited  any additions to the  memorandum tax account
after  1983.  The balance in this  account  for the Company was $6.6  million at
December 31, 1997 and 1996. In the event that either cash distributions from the
Company to Acacia Life or the  balance in the  memorandum  tax  account  exceeds
certain  stated  minimums,  such amounts  distributed  would  become  subject to
federal income taxes at rates then in effect.



                                       15

<PAGE>



NOTE 7 - OTHER RELATED PARTY TRANSACTIONS

The Company has entered  into an agreement  whereby  Acacia Life  provides  such
services and  facilities as are necessary for the operation of the Company.  Net
amounts  payable to Acacia Life at December  31, 1997 and 1996 are $1.5  million
and $5.5 million, respectively, and are included in other liabilities.

During  1997,  the  Company  purchased  participations  of  $5  million  in  two
commercial mortgage loans from Acacia Life. The participations were purchased at
the unpaid principal balance.

NOTE 8 - CONTINGENT LIABILITIES

The  Company is involved in various  lawsuits  that have arisen in the  ordinary
course of business.  Management  believes that its defenses are  meritorious and
the eventual  outcome of these  lawsuits will not have a material  effect on the
Company's financial position.

The Company is also subject to insurance guaranty laws in the states in which it
does business.  Periodically,  the Company is assessed by various state guaranty
funds as part of those funds' activities to collect funds from solvent insurance
companies  to cover  certain  losses to  policyholders  that  resulted  from the
insolvency  or  rehabilitation  of other  insurance  companies.  The Company has
established  an estimated  liability  for guaranty  fund  assessments  for those
insolvencies or rehabilitations that have actually occurred prior to the balance
sheet date.  For those payments made which are expected to offset future premium
taxes, an asset has been recorded.  Because of the many uncertainties  regarding
the amounts that will be assessed against the Company,  the ultimate assessments
may vary from the estimated  liability  included in the  accompanying  financial
statements.  Expected  premium tax offsets,  net of the estimated  liability for
future  assessments,  at December 31, 1997 and 1996 were  $359,000 and $736,000,
respectively.

NOTE 9 - CAPITAL AND DIVIDEND RESTRICTIONS

The maximum  amount of annual  dividends  and other  distributions  which may be
remitted  by the  Company  to its  shareholder  without  prior  approval  of the
appropriate state insurance  commissioner is subject to restrictions relating to
statutory  capital and surplus and statutory gains from operations.  The maximum
dividend payout which may be made in 1998 without prior approval is $ 688,503.

Regulatory  risk-based  capital  rules  require  a  specified  level of  capital
depending on the types and quality of  investments  held,  the types of business
written and the types of  liabilities  maintained.  Depending on the ratio of an
insurer's  adjusted  surplus to its  risk-based  capital,  the insurer  could be
subject to  various  regulatory  actions  ranging  from  increased  scrutiny  to
conservatorship.  The Company's  risk-based capital ratios for 1997 and 1996 are
significantly above the regulatory action levels.

                                       16

<PAGE>




NOTE 10 - CAPITAL AND SURPLUS

During 1996, the Company received a $6 million capital  contribution from Acacia
Life and also issued to Acacia Life $6 million of 8% non-voting,  non-cumulative
preferred stock at par.

During  1997,  the Company  changed  the  valuation  interest  rates for certain
supplementary   contracts,   resulting  in  an  increase  in  the  liability  of
approximately $700,000.  Based on an agreement with the Bureau of Insurance, the
increase is being  recognized  evenly over three years,  with  $119,000  charged
directly against surplus and the remainder charged through operations.

                                       17

<PAGE>

ACACIA NATIONAL LIFE INSURANCE COMPANY

Annual Statement for the Year Ended December 31, 1997  
Supplemental Schedule of Selected Financial Data (In Thousands)

<TABLE>
<CAPTION>

Investment Income Earned

<S>                                                                                  <C>

    Government bonds                                                                $6,863
    Other bonds (unaffiliated)                                                      40,223
    Bonds of Affiliates                                                                ---
    Preferred stocks (unaffiliated)                                                     60
    Preferred stocks of affiliates                                                     ---
    Common stocks (unaffiliated)                                                       ---
    Common stocks of affiliates                                                        ---
    Mortgage loans                                                                     110
    Real estate                                                                        ---
    Premium notes, policy loans and liens                                              502
    Collateral loans                                                                   ---
    Cash on hand and on deposit                                                        ---
    Short-term investments                                                             896
    Other invested assets                                                              105
    Derivative instruments                                                             ---
    Aggregate write-ins for investment income                                          ---
                                                                                ----------
    Gross investment income                                                        $48,759
                                                                                ==========

Real Estate Owned - Book Value less Encumbrances                                       ---
                                                                                ==========

Mortgage Loans - Book Value:
    Farm mortgages                                                                     ---
    Residential mortgages                                                              $46
    Commercial mortgages                                                             4,985
                                                                                ----------
    Total mortgage loans                                                            $5,031
                                                                                ==========

Mortgage Loans By Standing - Book Value:
    Good standing                                                                   $5,031
                                                                                ==========
    Good standing with restructured terms                                              ---
                                                                                ==========     
    Interest overdue more than three months,  not in foreclosure                       ---
                                                                                ==========
    Foreclosure in process                                                             ---
                                                                                ==========

Other Long Term Assets - Statement Value                                              $699
                                                                                ==========

Collateral Loans                                                                       ---
                                                                                ==========

Bonds and Stocks of Parents, Subsidiaries and Affiliates - Book Value:
    Bonds                                                                              ---
                                                                                ==========
    Preferred stocks                                                                   ---
                                                                                ==========
    Common stocks                                                                      ---
                                                                                ==========



</TABLE>


                                       18
<PAGE>

ACACIA NATIONAL LIFE INSURANCE COMPANY

Annual Statement for the Year Ended December 31, 1997  
Supplemental Schedule of Selected Financial Data (In Thousands)

<TABLE>
<CAPTION>

Bonds and Short-term Investments by Class and Maturity:

Bonds and Short-term Investments by Maturity - Statement  Value

<S>                                                                             <C>

     Due within one year                                                           $42,315 
     Over 1 year through 5 years                                                   162,771 
     Over 5 years  through 10 years                                                206,802  
     Over 10 years  through 20 years                                                99,753 
     Over 20 years                                                                  69,582    
                                                                                ----------
     Total by Maturity                                                            $581,223
                                                                                ==========

Bonds and Short-term Investments by Class - Statement Value
     Class 1                                                                      $341,820
     Class 2                                                                       212,120
     Class 3                                                                        23,348
     Class 4                                                                         1,980
     Class 5                                                                         1,955
     Class 6                                                                           ---
                                                                                ----------
     Total by Class                                                               $581,223
                                                                                ==========

Total Bonds and Short-term Investments Publicly Traded                            $551,865
                                                                                ==========
Total Bonds and Short-term Investments Privately Placed                            $29,358
                                                                                ==========
Preferred Stocks - Statement Value                                                    $546
                                                                                ==========
Common Stocks - Market Value                                                        $1,827
                                                                                ==========
Short-term Investments - Book Value                                                $10,875
                                                                                ==========
Financial Options Owned - Statement Value                                              ---
                                                                                ==========     
Financial Options Written and In-force - Statement Value                               ---
                                                                                ==========
Financial Futures Contracts Open - Current Price                                       ---
                                                                                ==========
Cash on Deposit                                                                     $2,215
                                                                                ==========

Life Insurance In Force:
     Industrial                                                                        ---
                                                                                ==========
     Ordinary                                                                   $1,463,791
                                                                                ==========     
     Credit Life                                                                       ---
                                                                                ==========
     Group Life                                                                        ---
                                                                                ==========

Amount of Accidental Death Insurance in Force Under Ordinary Policies             $103,610
                                                                                ==========

Life Insurance Policies with Disability Provisions in Force
     Industrial                                                                        ---
                                                                                ==========
     Ordinary                                                                         $587
                                                                                ==========
     Credit Life                                                                       ---
                                                                                ==========
     Group Life                                                                        ---
                                                                                ==========
</TABLE>


                                       19

<PAGE>

ACACIA NATIONAL LIFE INSURANCE COMPANY

Annual Statement for the Year Ended December 31, 1997
Supplemental Schedule of Selected Financial Data (In Thousands)

<TABLE>
<CAPTION>
   
Supplementary Contracts In Force:

<S>                                                                               <C>
     Ordinary - Not Involving Life Contingencies
     Amount on Deposit                                                              $3,412
                                                                                ==========
     Income Payable                                                                $25,492
                                                                                ==========
Ordinary - Involving Life Contingencies
     Income Payable                                                                 $9,975
                                                                                ==========
Group - Not Involving Life Contingencies
     Amount on Deposit                                                                 ---
     Income Payable                                                                    ---
                                                                                ===========
Group - Involving Life Contingencies
     Income Payable                                                                    ---
                                                                                ===========        
Annuities   Ordinary
     Immediate - Amount of Income Payable                                           $3,119
                                                                                ==========
     Deferred - Fully Paid - Account Balance                                      $388,585
                                                                                ==========
     Deferred - Not Fully Paid - Account Balance                                   $49,131
                                                                                ==========
Annuities   Group
     Amount of Income Payable                                                          $18
                                                                                ==========
     Fully Paid - Account Balance                                                      ---
                                                                                ==========
     Not Fully Paid - Account Balance                                                 $300
                                                                                ==========
Accident and Health Insurance - Premium In Force:
     Ordinary                                                                          ---
                                                                                ==========          
     Group                                                                             ---
                                                                                ==========
     Credit                                                                            ---
                                                                                ==========

Deposit Funds and Dividend Accumulations:
     Deposits Funds - Account Balance                                              $26,459
                                                                                ==========
     Dividend Accumulations - Account Balance                                          ---
                                                                                ==========
Claim Payments - Year Ended December 31, 1997:
     Group Accident and Health
     1997                                                                              ---
                                                                                ==========          
     1996                                                                              ---
                                                                                ==========     
     1995                                                                              ---
                                                                                ==========

     Other Accident and Health
     1997                                                                              ---
                                                                                ==========
     1996                                                                              ---
                                                                                ==========
     1995                                                                              ---
                                                                                ==========     

     Other Coverage that use developmental methods to calculate claims reserves
     1997                                                                              ---
                                                                                ==========          
     1996                                                                              ---
                                                                                ==========
     1995                                                                              ---
                                                                                ==========     

</TABLE>



                                      20
<PAGE>                                                                     


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