OHIO NATIONAL VARIABLE ACCOUNT B
485BPOS, 2000-04-26
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<PAGE>   1
                                                               File No. 2-91214*
                                                                       811-1979

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM N-4


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933**                    /X/
      Pre-Effective Amendment No.                                            / /
      Post-Effective Amendment No.  27                                       /X/



REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              /X/
      Amendment No. 29                                                       /X/


                           (Exact Name of Registrant)
                        OHIO NATIONAL VARIABLE ACCOUNT B

                               (Name of Depositor)
                    THE OHIO NATIONAL LIFE INSURANCE COMPANY
              (Address of Depositor's Principal Executive Offices)
                                One Financial Way
                             Cincinnati, Ohio 45242
                         (Depositor's Telephone Number)
                                 (513) 794-6100

                     (Name and Address of Agent for Service)
       Ronald L. Benedict, Corporate Vice President, Counsel and Secretary
                    The Ohio National Life Insurance Company
                                  P.O. Box 237
                             Cincinnati, Ohio 45201

                                   Notice to:
                           W. Randolph Thompson, Esq.
                                   Of Counsel
                              Jones & Blouch L.L.P.
                                 Suite 405 West
                       1025 Thomas Jefferson Street, N.W.
                             Washington, D.C. 20007

Approximate Date of Proposed Public Offering: As soon after the effective date
of this amendment as is practicable.


It is proposed that this filing will become effective (check appropriate space):

              immediately upon filing pursuant to paragraph (b)
      ---

       X      on May 1, 2000 pursuant to paragraph (b)
      ---

              60 days after filing pursuant to paragraph (a)(i)
      ---

              on (date) pursuant to paragraph (a)(i) of Rule 485.
      ---

If appropriate, check the following box:


      ___     this post-effective amendment designates a new effective date for
              a previously filed post-effective amendment.
<PAGE>   2
* The prospectus contained in this registration statement also relates to
variable annuity contracts no longer being sold but for which additional
purchase payments are accepted and which are covered by earlier registration
statements under Files No. 2-36591, 2-73471, 2-68456 and 2-78653.

** Certain contracts filed pursuant to Files No. 2-73471 and 2-68456 contain a
Guarantee of the Depositor. The value of the contracts to which the Guarantee
relates is undeterminable. Pursuant to Rule 456(m) under the 1933 Act, no
separate fee is being paid for the Guarantee.



                        OHIO NATIONAL VARIABLE ACCOUNT B


N-4 Item                   Caption in Prospectus
- --------                   ---------------------

   1                       Cover Page

   2                       Glossary of Special Terms

   3                       Not applicable

   4                       Accumulation Unit Values

   5                       The Ohio National Companies

   6                       Deductions and Expenses

   7                       Description of Variable Annuity Contracts

   8                       Annuity Period

   9                       Death Benefit

   10                      Accumulation Period

   11                      Surrender and Partial Withdrawal

   12                      Federal Tax Status

   13                      Not applicable

   14                      Table of Contents

                           Caption in Statement of Additional Information
                           ----------------------------------------------

   15                      Cover Page

   16                      Table of Contents

   17                      Not applicable

   18                      Custodian
                           Independent Certified Public Accountants

   19                      See Prospectus (Distribution of Variable Annuity
                           Contracts)

   20                      Underwriter

   21                      Calculation of Money Market Subaccount Yield
<PAGE>   3
                           Total Return

   22                      See Prospectus (Annuity Period)

   23                      Financial Statements

                           Caption in Part C
                           -----------------

   24                      Financial Statements and Exhibits

   25                      Directors and Officers of the Depositor

   26                      Persons Controlled by or Under Common Control with
                           the Depositor or Registrant

   27                      Number of Contractowners

   28                      Indemnification

   29                      Principal Underwriter

   30                      Location of Accounts and Records

   31                      Not applicable

   32                      Undertakings and Representations

<PAGE>   4
                                     PART A

                                   PROSPECTUS
<PAGE>   5

                                   PROSPECTUS

                           FLEXIBLE PURCHASE PAYMENT
                     INDIVIDUAL VARIABLE ANNUITY CONTRACTS

                    OHIO NATIONAL VARIABLE ACCOUNTS A AND B

                    THE OHIO NATIONAL LIFE INSURANCE COMPANY

                               One Financial Way
                             Montgomery, Ohio 45242
                            Telephone (800) 366-6654

This prospectus offers variable annuity contracts allowing you to accumulate
values and paying you benefits on a variable and/or fixed basis.

Variable annuities provide contract values and lifetime annuity payments that
vary with the investment results of the Funds you choose. You cannot be sure
that the contract value or annuity payments will equal or exceed your purchase
payments.

The variable annuity contracts are designed for:

- - annuity purchase plans adopted by public school systems and certain tax-exempt
  organizations described in Section 501(c)(3) of the Internal Revenue Code (the
  "Code"), qualifying for tax-deferred treatment pursuant to Section 403(b) of
  the Code,

- - other employee pension or profit-sharing trusts or plans qualifying for
  tax-deferred treatment under Section 401(a), 401(k) or 403(a) of the Code,

- - individual retirement annuities qualifying for tax-deferred treatment under
  Section 408 or 408A of the Code,

- - state and municipal deferred compensation plans and

- - non-tax-qualified plans.

The minimum purchase payment is $25. You may make additional payments at any
time. We may limit your total purchase payments to $1,500,000.


You may direct the allocation of your purchase payments to one or more (but not
more than 10 variable) subaccounts of Ohio National Variable Account A ("VAA")
for tax-qualified contracts or Ohio National Variable Account B ("VAB") for
non-tax-qualified contracts. VAA and VAB are separate accounts of The Ohio
National Life Insurance Company. The assets of VAA and VAB are invested in
shares of the Funds. The Funds are portfolios of Ohio National Fund, Inc., The
Dow Target Variable Fund LLC, Goldman Sachs Variable Insurance Trust, Janus
Aspen Series, Lazard Retirement Series, Inc., PBHG Insurance Series Fund, Inc.,
Strong Variable Insurance Funds, Inc. and Variable Insurance Products Fund
(Fidelity). See page 3 for the list of available Funds. See also the
accompanying prospectuses of the Funds. The Fund prospectuses might also contain
information about other funds that are not available for these contracts.


You may withdraw all or part of the contract's value before annuity payments
begin. You might incur federal income tax penalties for those early withdrawals.
We may charge you a surrender charge equal to 7 3/4% of your total purchase
payments made during the 96 months immediately preceding the withdrawal, or
7 3/4% of the amount withdrawn, if less. After the first year, you may withdraw
up to 10% of the contract value each year without this charge. Your exercise of
contract rights may be subject to the terms of your qualified employee trust or
annuity plan. This prospectus contains no information concerning your trust or
plan.

You may revoke the contract without penalty, within 20 days of receiving it (or
a longer period if required by state law).


KEEP THIS PROSPECTUS FOR FUTURE REFERENCE. IT SETS FORTH THE INFORMATION ABOUT
VAA, VAB AND THE VARIABLE ANNUITY CONTRACTS THAT YOU SHOULD KNOW BEFORE
INVESTING. ADDITIONAL INFORMATION ABOUT VAA AND VAB HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IN A STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 2000. WE HAVE INCORPORATED THE STATEMENT OF ADDITIONAL INFORMATION
BY REFERENCE. IT IS AVAILABLE UPON REQUEST AND WITHOUT CHARGE BY WRITING OR
CALLING US AT THE ABOVE ADDRESS. THE TABLE OF CONTENTS FOR THE STATEMENT OF
ADDITIONAL INFORMATION IS ON THE BACK PAGE OF THIS PROSPECTUS.


THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Form V-4820                       MAY 1, 2000
<PAGE>   6

                               TABLE OF CONTENTS


<TABLE>
<S>                                          <C>
Available Funds..........................      3
Fee Table................................      4
Accumulation Unit Values.................      8
  Financial Statements...................     13
Ohio National............................     14
  Ohio National Life.....................     14
  Ohio National Variable Accounts A and
     B...................................     14
  The Funds..............................     14
  Mixed and Shared Funding...............     14
  Voting Rights..........................     15
Distribution of Variable Annuity
  Contracts..............................     15
Deductions and Expenses..................     15
  Surrender Charge.......................     15
  Contract Administration Charge.........     16
  Deduction for Administrative
     Expenses............................     16
  Deduction for Risk Undertakings........     16
  Transfer Fee...........................     17
  Deduction for State Premium Tax........     17
  Fund Expenses..........................     17
Description of Variable Annuity
  Contracts..............................     17
  Free Look..............................     17
Accumulation Period......................     17
  Purchase Payments......................     17
  When We May Terminate Your Contract....     17
  Accumulation Units.....................     17
  Crediting Accumulation Units...........     17
  Allocation of Purchase Payments........     18
  Accumulation Unit Value and Contract
     Value...............................     18
  Net Investment Factor..................     18
  Surrender and Partial Withdrawal.......     18
  Transfers among Subaccounts............     19
  Scheduled Transfers (Dollar Cost
     Averaging)..........................     19
  TeleAccess.............................     20
  Death Benefit..........................     20
  Guaranteed Account.....................     20
  Ohio National Life Employee Discount...     21
  Texas State Optional Retirement
     Program.............................     21
Annuity Period...........................     21
  Annuity Payout Date....................     21
  Annuity Options........................     21
  Determination of Amount of the First
     Variable Annuity Payment............     22
  Annuity Units and Variable Payments....     22
  Transfers during Annuity Payout........     23
Other Contract Provisions................     23
  Assignment.............................     23
  Periodic Reports.......................     23
  Substitution for Fund Shares...........     24
Contract Owner Inquiries.................     24
  Performance Data.......................     24
Federal Tax Status.......................     24
  Tax-Deferred Annuities.................     26
  Qualified Pension or Profit-Sharing
     Plans...............................     26
  Individual Retirement Annuities
     (IRA)...............................     27
  Simplified Employee Pension Plans
     (SEPPs).............................     27
  Withholding on Distribution............     28
Prior Contracts..........................     28
  Annual Payment Variable Annuity........     28
  Variable Interest Annuity..............     28
  Flexible Payment Combination Annuity...     29
  Multiple Funded Combination Annuity....     29
  Investar Vision/Top Spectrum Flexible
     Payment Variable Annuity............     29
Accumulation Unit Values for Prior
  Contracts..............................     30
IRA Disclosure Statement.................     39
  Free Look Period.......................     39
  Eligibility Requirements...............     39
  Contributions and Deductions...........     39
  IRA for Non-working Spouse.............     40
  Rollover Contribution..................     40
  Premature Distributions................     41
  Distribution at Retirement.............     41
  Inadequate Distributions -- 50% Tax....     41
  Death Benefits.........................     41
  Roth IRAs..............................     41
  Prototype Status.......................     42
  Reporting to the IRS...................     42
Illustration of IRA Fixed
  Accumulations..........................     43
Statement of Additional Information
  Contents...............................     44
</TABLE>


Form V-4820

                                        2
<PAGE>   7

                                AVAILABLE FUNDS


<TABLE>
<S>                                            <C>
                                               ADVISER (SUBADVISER)
OHIO NATIONAL FUND, INC.                       (Legg Mason Fund Adviser, Inc.)
Equity Portfolio                               Ohio National Investments, Inc.
Money Market Portfolio                         Ohio National Investments, Inc.
Bond Portfolio                                 Ohio National Investments, Inc.
Omni Portfolio (a flexible portfolio           (Federated Global Investment Management
fund)                                          Corp.)
International Portfolio                        (Federated Global Investment Management
International Small Company Portfolio          Corp.)
Capital Appreciation Portfolio                 (Jennison Associates LLC)
Small Cap Portfolio                            (Founders Asset Management LLC)
Aggressive Growth Portfolio                    (Janus Capital Corporation)
Core Growth Portfolio                          (Pilgrim Baxter & Associates, Ltd.)
Growth & Income Portfolio                      (RS Investment Management Co. LLC)
Capital Growth Portfolio                       (RS Investment Management Co. LLC)
S&P 500 Index Portfolio                        Ohio National Investments, Inc.
Social Awareness Portfolio                     Ohio National Investments, Inc.
High Income Bond Portfolio                     (Federated Investment Counseling)
Equity Income Portfolio                        (Federated Investment Counseling)
Blue Chip Portfolio                            (Federated Investment Counseling)
Nasdaq 100 Index Portfolio                     Ohio National Investments, Inc.
</TABLE>



<TABLE>
<S>                                            <C>
THE DOW(SM) TARGET VARIABLE FUND LLC
The Dow(SM) Target 10 Portfolios               (First Trust Advisors L.P.)
The Dow(SM) Target 5 Portfolios                (First Trust Advisors L.P.)
GOLDMAN SACHS VARIABLE INSURANCE TRUST
Goldman Sachs Growth and Income Fund           Goldman Sachs Asset Management
Goldman Sachs CORE U.S. Equity Fund            Goldman Sachs Asset Management
Goldman Sachs Capital Growth Fund              Goldman Sachs Asset Management
JANUS ASPEN SERIES (SERVICE SHARES)
Growth Portfolio                               Janus Capital Corporation
Worldwide Growth Portfolio                     Janus Capital Corporation
Balanced Portfolio                             Janus Capital Corporation
LAZARD RETIREMENT SERIES, INC.
Small Cap Portfolio                            Lazard Asset Management
Emerging Markets Portfolio                     Lazard Asset Management
PBHG INSURANCE SERIES FUND, INC.
PBHG Technology & Communications
  Portfolio                                    Pilgrim Baxter & Associates, Ltd.
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Mid Cap Growth Fund II                  Strong Capital Management, Inc.
Strong Opportunity Fund II
  (a mid cap/small cap fund)                   Strong Capital Management, Inc.
Strong Schafer Value Fund II                   Strong Capital Management, Inc.
VARIABLE INSURANCE PRODUCTS FUND SERVICE
  CLASS 2 (FIDELITY)
VIP Contrafund(R) Portfolio                    Fidelity Management & Research Company
VIP Mid Cap Portfolio                          Fidelity Management & Research Company
VIP Growth Portfolio                           Fidelity Management & Research Company
</TABLE>


Form V-4820

                                        3
<PAGE>   8

                                   FEE TABLE

<TABLE>
<CAPTION>
     CONTRACTOWNER TRANSACTION EXPENSES
     ----------------------------------
<S>                                           <C>
Deferred Sales Load (this "surrender charge"
is a percentage of lesser of payments made
in the prior 8 yrs., or amount surrendered)   7.75%
(Thereafter)                                  0%
Exchange (transfer) Fee                       $3 (currently no charge for the first 4 transfers per year)
Annual Contract Fee                           $30
</TABLE>

<TABLE>
<S>                                                      <C>
VAA AND VAB ANNUAL EXPENSES (as a percentage of
  average account value)
Mortality and Expense Risk Fees***                       0.85%
Account Fees and Expenses                                0.25%
                                                         ----
Total VAA and VAB Annual Expenses                        1.10%
</TABLE>

***The Mortality and Expense risk fees may be changed at any time, but may not
be increased to more than 1.55%. We agree that the fees will not be increased on
any contract issued pursuant to this prospectus. See Deduction for Risk
Undertakings.

Neither the table nor the examples reflect any premium taxes that may apply to a
contract. These currently range from 0% to 3.5%. For further details, see
Deduction for State Premium Tax.

FUND ANNUAL EXPENSES (as a percentage of the Fund's average net assets)


<TABLE>
<CAPTION>
                                                                   TOTAL FUND
                                                                    EXPENSES        TOTAL        TOTAL FUND
                                                                    WITHOUT        WAIVERS        EXPENSES
                                         MANAGEMENT     OTHER      WAIVERS OR        AND        WITH WAIVERS
                                            FEES       EXPENSES    REDUCTIONS    REDUCTIONS*    OR REDUCTIONS
                                         ----------    --------    ----------    -----------    -------------
<S>                                      <C>           <C>         <C>           <C>            <C>
OHIO NATIONAL FUND, INC.:
  Money Market*                             0.30%        0.11%        0.41%          0.05%          0.36%
  Equity                                    0.80%        0.12%        0.92%          0.00%          0.92%
  Bond                                      0.60%        0.17%        0.77%          0.00%          0.77%
  Omni                                      0.54%        0.13%        0.67%          0.00%          0.67%
  S&P 500 Index                             0.38%        0.11%        0.49%          0.00%          0.49%
  International*                            0.90%        0.36%        1.26%          0.05%          1.21%
  International Small Company               1.00%        1.06%        2.06%          0.00%          2.06%
  Capital Appreciation                      0.80%        0.15%        0.95%          0.00%          0.95%
  Small Cap                                 0.80%        0.09%        0.89%          0.00%          0.89%
  Aggressive Growth                         0.80%        0.15%        0.95%          0.00%          0.95%
  Core Growth                               0.95%        0.11%        1.06%          0.00%          1.06%
  Growth & Income                           0.85%        0.10%        0.95%          0.00%          0.95%
  Capital Growth                            0.90%        0.19%        1.09%          0.00%          1.09%
  Social Awareness                          0.60%        0.33%        0.93%          0.00%          0.93%
  High Income Bond                          0.75%        0.38%        1.13%          0.00%          1.13%
  Equity Income                             0.75%        0.53%        1.28%          0.00%          1.28%
  Blue Chip                                 0.90%        0.45%        1.35%          0.00%          1.35%
  Nasdaq 100 Index**                        0.75%        0.20%        0.95%          0.00%          0.95%
DOW TARGET VARIABLE FUND LLC:
  Dow Target 10*                            0.60%        0.64%        1.24%          0.21%          1.03%
  Dow Target 5*                             0.60%        2.54%        3.14%          2.27%          0.87%
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
  Goldman Sachs Growth and Income*          0.75%        0.47%        1.22%          0.22%          1.00%
  Goldman Sachs CORE U.S. Equity            0.70%        0.20%        0.90%          0.00%          0.90%
  Goldman Sachs Capital Growth*             0.75%        0.94%        1.69%          0.69%          1.00%
</TABLE>


Form V-4820

                                        4
<PAGE>   9


<TABLE>
<CAPTION>
                                                                   TOTAL FUND
                                                                    EXPENSES        TOTAL        TOTAL FUND
                                                                    WITHOUT        WAIVERS        EXPENSES
                                         MANAGEMENT     OTHER      WAIVERS OR        AND        WITH WAIVERS
                                            FEES       EXPENSES    REDUCTIONS    REDUCTIONS*    OR REDUCTIONS
                                         ----------    --------    ----------    -----------    -------------
<S>                                      <C>           <C>         <C>           <C>            <C>
JANUS ASPEN SERIES (SERVICE SHARES):
  Growth**                                  0.65%        0.27%        0.92%          0.00%          0.92%
  Worldwide Growth**                        0.65%        0.30%        0.95%          0.00%          0.95%
  Balanced**                                0.65%        0.27%        0.92%          0.00%          0.92%
LAZARD RETIREMENT SERIES, INC.:
  Small Cap*                                0.75%        6.56%        7.31%          6.06%          1.25%
  Emerging Markets*                         1.00%        8.59%        9.59%          7.99%          1.60%
PBHG INSURANCE SERIES FUND, INC.:
  PBHG Technology & Communications          0.85%        0.24%        1.09%          0.00%          1.09%
STRONG VARIABLE INSURANCE FUNDS, INC.:
  Strong Mid Cap Growth II*                 1.00%        0.17%        1.17%          0.02%          1.15%
  Strong Opportunity II                     1.00%        0.14%        1.14%          0.00%          1.14%
  Strong Schafer Value II*                  1.00%        0.57%        1.57%          0.37%          1.20%
VARIABLE INSURANCE PRODUCTS FUND
  (FIDELITY):
  VIP Contrafund                            0.58%        0.37%        0.95%          0.00%          0.95%
  VIP Mid Cap                               0.57%        0.68%        1.25%          0.00%          1.25%
  VIP Growth                                0.58%        0.35%        0.93%          0.00%          0.93%
</TABLE>


EXAMPLE -- If you surrendered your contract at the end of the applicable time
period, you would pay the following aggregate expenses on a $1,000 investment in
each Fund, assuming 5% annual return:


<TABLE>
<CAPTION>
                                                                1          3          5          10
                                                               YEAR      YEARS      YEARS      YEARS
                                                              ------    -------    -------    --------
<S>                                                           <C>       <C>        <C>        <C>
OHIO NATIONAL FUND, INC.:
  Money Market*                                                $ 93      $124       $162        $186
  Equity                                                         99       140        191         245
  Bond                                                           98       136        184         230
  Omni                                                           96       133        179         219
  S&P 500 Index                                                  95       128        169         200
  International*                                                102       149        206         275
  International Small Company                                   110       173        245         356
  Capital Appreciation                                           99       141        193         248
  Small Cap                                                      99       139        190         242
  Aggressive Growth                                              99       141        193         248
  Core Growth                                                   100       144        199         260
  Social Awareness                                               99       141        192         246
  Growth & Income                                                99       141        193         248
  Capital Growth                                                101       145        200         263
  High Income Bond                                              101       146        202         267
  Equity Income                                                 103       151        209         282
  Blue Chip                                                     103       153        212         289
  Nasdaq 100 Index**                                             99       141        193         248
DOW TARGET VARIABLE FUND LLC:
  Dow Target 10*                                                100       143        197         256
  Dow Target 5*                                                  99       139        189         240
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
  Goldman Sachs Growth and Income*                              100       143        195         253
  Goldman Sachs CORE U.S. Equity                                 99       140        190         243
  Goldman Sachs Capital Growth*                                 100       143        195         253
</TABLE>


Form V-4820

                                        5
<PAGE>   10


<TABLE>
<CAPTION>
                                                                1          3          5          10
                                                               YEAR      YEARS      YEARS      YEARS
                                                              ------    -------    -------    --------
<S>                                                           <C>       <C>        <C>        <C>
JANUS ASPEN SERIES (SERVICE SHARES):
  Growth**                                                     $ 99      $140       $191        $245
  Worldwide Growth**                                             99       141        193         248
  Balanced**                                                     99       140        191         245
LAZARD RETIREMENT SERIES, INC.:
  Small Cap*                                                    102       150        208         279
  Emerging Markets*                                             106       160        224         313
PBHG INSURANCE SERIES FUND, INC.:
  PBHG Technology & Communications                              101       145        200         263
STRONG VARIABLE INSURANCE FUNDS, INC.:
  Strong Mid Cap Growth II*                                     101       147        203         269
  Strong Opportunity II                                         101       147        203         268
  Strong Schafer Value II*                                      102       148        205         274
VARIABLE INSURANCE PRODUCTS FUND (FIDELITY):
  VIP Contrafund                                                 99       141        193         248
  VIP Mid Cap                                                   102       150        208         279
  VIP Growth                                                     99       141        192         246
</TABLE>


EXAMPLE -- If you do not surrender your contract or if you annuitize at the end
of the applicable time period, you would pay the following aggregate expenses on
the same investment:


<TABLE>
<CAPTION>
                                                                1          3          5          10
                                                               YEAR      YEARS      YEARS      YEARS
                                                              ------    -------    -------    --------
<S>                                                           <C>       <C>        <C>        <C>
OHIO NATIONAL FUND, INC.:
  Money Market*                                                $ 16      $ 49       $ 85        $186
  Equity                                                         22        66        114         245
  Bond                                                           20        62        106         230
  Omni                                                           19        59        101         219
  S&P 500 Index                                                  17        53         92         200
  International*                                                 24        75        129         275
  International Small Company                                    33       100        170         356
  Capital Appreciation                                           22        67        115         248
  Small Cap                                                      21        65        112         242
  Aggressive Growth                                              22        67        115         248
  Core Growth                                                    23        71        121         260
  Social Awareness                                               22        67        114         246
  Growth & Income                                                22        67        115         248
  Capital Growth                                                 23        72        123         263
  High Income Bond                                               24        73        125         267
  Equity Income                                                  25        77        132         282
  Blue Chip                                                      26        79        136         289
  Nasdaq 100 Index**                                             22        67        115         248
DOW TARGET VARIABLE FUND LLC:
  Dow Target 10*                                                 23        70        119         256
  Dow Target 5*                                                  21        65        111         240
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
  Goldman Sachs Growth and Income*                               22        69        118         253
  Goldman Sachs CORE U.S. Equity                                 21        66        113         243
  Goldman Sachs Capital Growth*                                  22        69        118         253
</TABLE>


Form V-4820

                                        6
<PAGE>   11


<TABLE>
<CAPTION>
                                                                1          3          5          10
                                                               YEAR      YEARS      YEARS      YEARS
                                                              ------    -------    -------    --------
<S>                                                           <C>       <C>        <C>        <C>
JANUS ASPEN SERIES (SERVICE SHARES):
  Growth**                                                     $ 22      $ 66       $114        $245
  Worldwide Growth**                                             22        67        115         248
  Balanced**                                                     22        66        114         245
LAZARD RETIREMENT SERIES, INC.:
  Small Cap*                                                     25        76        131         279
  Emerging Markets*                                              28        87        148         313
PBHG INSURANCE SERIES FUND, INC.:
  PBHG Technology & Communications                               23        72        123         263
STRONG VARIABLE INSURANCE FUNDS, INC.:
  Strong Mid Cap Growth II*                                      24        73        126         269
  Strong Opportunity II                                          24        73        125         268
  Strong Schafer Value II*                                       24        75        128         274
VARIABLE INSURANCE PRODUCTS FUND (FIDELITY):
  VIP Contrafund                                                 22        67        115         248
  VIP Mid Cap                                                    25        76        131         279
  VIP Growth                                                     22        67        114         246
</TABLE>


*The investment advisers of certain Funds are voluntarily waiving part or all of
their management fees and/or reimbursing certain Funds in order to reduce total
Fund expenses.

EXAMPLE -- Without the voluntary fee waivers or reimbursements by investment
advisers, if you surrendered your contract at the end of the applicable time
period, you would pay the following aggregate expenses on a $1,000 investment in
each of the following Funds, assuming 5% annual return:


<TABLE>
<CAPTION>
                                                                1          3          5          10
                                                               YEAR      YEARS      YEARS      YEARS
                                                              ------    -------    -------    --------
<S>                                                           <C>       <C>        <C>        <C>
OHIO NATIONAL FUND, INC.:
  Money Market                                                 $ 94      $125       $165        $191
  International                                                 102       150        208         280
DOW TARGET VARIABLE FUND LLC:
  Dow Target 10                                                 102       149        207         278
  Dow Target 5                                                  121       202        292         449
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
  Goldman Sachs Growth and Income                               102       149        206         276
  Goldman Sachs Capital Growth                                  107       162        228         321
LAZARD RETIREMENT SERIES, INC.:
  Small Cap                                                     161       307        450         716
  Emerging Markets                                              182       358        522         813
STRONG VARIABLE INSURANCE FUNDS, INC.:
  Strong Mid Cap Growth II                                       24        74        127         271
  Strong Schafer Value II                                        28        86        146         310
</TABLE>


EXAMPLE -- Without the voluntary fee waivers or reimbursements by investment
advisers, if you do not surrender your contract or if you annuitize at the end
of the applicable time period, you would pay the following aggregate expenses on
the same investment:


<TABLE>
<CAPTION>
                                                                1          3          5          10
                                                               YEAR      YEARS      YEARS      YEARS
                                                              ------    -------    -------    --------
<S>                                                           <C>       <C>        <C>        <C>
OHIO NATIONAL FUND, INC.:
  Money Market                                                 $ 16      $ 51       $ 88        $191
  International                                                  25        77        131         280
DOW TARGET VARIABLE FUND LLC:
  Dow Target 10                                                  25        76        130         278
  Dow Target 5                                                   44       131        221         449
</TABLE>


Form V-4820

                                        7
<PAGE>   12


<TABLE>
<CAPTION>
                                                                1          3          5          10
                                                               YEAR      YEARS      YEARS      YEARS
                                                              ------    -------    -------    --------
<S>                                                           <C>       <C>        <C>        <C>
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
  Goldman Sachs Growth and Income                              $ 25      $ 75       $129        $276
  Goldman Sachs Capital Growth                                   29        89        152         321
LAZARD RETIREMENT SERIES, INC.:
  Small Cap                                                      84       242        390         716
  Emerging Markets                                              105       296        467         813
STRONG VARIABLE INSURANCE FUNDS, INC.:
  Strong Mid Cap Growth II                                      102       147        204         271
  Strong Schafer Value II                                       106       159        223         310
</TABLE>


**The "Other Expenses" (and accordingly, the Total Fund Expenses) for these
Funds are based on estimates.


The purpose of the above table is to help you to understand the costs and
expenses that you will bear directly or indirectly. THESE EXAMPLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSE. ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN. For some funds, the "Other Expenses" include a
12b-1 fee. These fees do not exceed 0.25%. Note that the expense amounts shown
in the examples are aggregate amounts for the total number of years indicated.
In the examples, the annual fee is treated as if it were deducted as a
percentage of assets, based upon the average account value for all contracts,
including ones from which a portion of the contract fee may be paid from amounts
invested in the Guaranteed Account. The above table and examples reflect only
the charges for contracts currently offered by this prospectus and not other
contracts that we may offer.


                            ACCUMULATION UNIT VALUES


The International fund began on April 30, 1993. The Capital Appreciation and
Small Cap funds began on March 31, 1995. The International Small Company and
Aggressive Growth funds began on October 2, 1995. The Core Growth, Growth &
Income, S&P 500 Index and Social Awareness funds began on January 3, 1997. The
Ohio National Fund Capital Growth, High Income Bond, Equity Income and Blue Chip
funds, the Dow Target Variable funds, the Goldman Sachs funds, the Janus Aspen
(Institutional Shares) funds, the Lazard Retirement funds and the Strong funds
were made available in these contracts on November 1, 1999. The Nasdaq 100
Index, Janus Aspen (Service Shares), PBHG Technology & Communications and
Variable Insurance Products funds were added on May 1, 2000. The Janus Aspen
(Institutional Shares) funds are not available in contracts issued after April
30, 2000. Values for series of contracts that we no longer issue are listed on
pages 30 to 38.



The net annualized yield for the Money Market fund in these contracts for the
seven days ended December 31, 1999 and was 4.62%.


VAA EQUITY


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $22.218759        $21.128705          589,220
   1991           21.128705         25.116964          802,548
   1992           25.116964         26.717609        1,048,285
   1993           26.717609         30.151694        1,181,609
   1994           30.151694         29.897240        1,288,052
   1995           29.897240         37.616119        1,394,001
   1996           37.616119         44.033562        1,505,499
   1997           44.033562         51.466766        1,554,930
   1998           51.466766         53.820037        1,469,467
   1999           53.820037         63.810576        1,219,724
</TABLE>


Form V-4820

                                        8
<PAGE>   13


VAB EQUITY



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $22.753001        $21.636728          262,249
   1991           21.636728         25.720884          312,047
   1992           25.720884         27.360011          388,812
   1993           27.360011         30.876667          499,176
   1994           30.876667         30.616106          561,394
   1995           30.616106         38.520577          622,321
   1996           38.520577         45.092323          680,118
   1997           45.092323         52.704246          695,574
   1998           52.704246         55.144099          670,584
   1999           55.144099         65.344855          566,619
</TABLE>


VAA MONEY MARKET


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 13.616583       $ 14.530988       92,671
   1991            14.530988         15.168901       58,620
   1992            15.168901         15.479601       42,940
   1993            15.479601         15.731262       50,340
   1994            15.731262         16.181828       69,638
   1995            16.181828         16.904534      130,218
   1996            16.904534         17.584720      175,232
   1997            17.584720         18.327573      122,725
   1998            18.327573         19.104543      133,824
   1999            19.104543         19.846031      241,774
</TABLE>



VAB MONEY MARKET



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $13.732719        $14.654912           37,310
   1991           14.654912         15.298267           38,997
   1992           15.298267         15.611622           15,107
   1993           15.611622         15.865417           10,933
   1994           15.865417         16.319825           43,614
   1995           16.319825         17.048698           43,415
   1996           17.048698         17.734674           83,494
   1997           17.734674         18.483863           80,528
   1998           18.483863         19.267463           54,060
   1999           19.267463         20.015273          129,935
</TABLE>


VAA BOND


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $15.771471        $16.819063           34,836
   1991           16.819063         18.791755           53,151
   1992           18.791755         19.989232           83,991
   1993           19.989232         21.885503          118,872
   1994           21.885503         20.817057          118,724
   1995           20.817057         24.481177          130,720
   1996           24.481177         25.112262          139,016
   1997           25.112262         27.144385          128,523
   1998           27.144385         28.249407          136,752
   1999           28.249407         28.103600          115,712
</TABLE>


Form V-4820

                                        9
<PAGE>   14


VAB BOND



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $14.594592        $15.564009           20,973
   1991           15.564009         17.389500           27,244
   1992           17.389500         18.497622           39,037
   1993           18.497622         20.252393           79,658
   1994           20.252393         19.263675           84,726
   1995           19.263675         22.654830           94,683
   1996           22.654830         23.238374          100,642
   1997           23.238374         25.118862          103,698
   1998           25.118862         26.141439          122,870
   1999           26.141439         26.006519           96,317
</TABLE>


VAA OMNI


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $17.385702        $17.525899          690,864
   1991           17.524899         20.479652          689,306
   1992           20.479652         21.999497          853,840
   1993           21.999497         24.557054        1,156,731
   1994           24.557054         24.162172        1,248,250
   1995           24.162172         29.337035        1,272,672
   1996           29.337035         33.527373        1,384,658
   1997           33.527373         39.180721        1,431,184
   1998           39.180721         40.510184        1,380,277
   1999           40.510184         44.619627        1,081,115
</TABLE>



VAB OMNI



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $17.291232        $17.429676         317,239
   1991           17.429676         20.368389         314,428
   1992           20.368389         21.879988         396,691
   1993           21.879988         24.423644         607,420
   1994           24.423644         24.030898         658,067
   1995           24.030898         29.177631         646,847
   1996           29.177631         33.345205         703,470
   1997           33.345205         38.967842         744,774
   1998           38.967842         40.290085         724,292
   1999           40.290085         44.377211         576,927
</TABLE>



S&P 500 INDEX



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1997          $10.000000        $13.031676        152,864       103,761
   1998           13.031676         16.757375        684,474       342,016
   1999           16.757375         20.822980      1,516,466       626,757
</TABLE>


Form V-4820

                                       10
<PAGE>   15


INTERNATIONAL



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1993          $10.000000        $12.404596        387,372       269,335
   1994           12.404596         13.259582      1,626,139       909,768
   1995           13.259582         14.702847      1,803,630       909,290
   1996           14.702847         16.648702      2,157,623     1,186,643
   1997           16.648702         16.815722      2,305,256     1,230,232
   1998           16.815722         17.278635      1,878,181     1,021,072
   1999           17.278635         28.609795      1,299,713       755,373
</TABLE>



INTERNATIONAL SMALL COMPANY



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1995          $10.000000        $10.125502          3,870        10,852
   1996           10.125502         11.226306         68,964        60,596
   1997           11.226306         12.399654        115,590       106,262
   1998           12.399654         12.697451        113,662       111,352
   1999           12.697451         26.188124        157,347       119,756
</TABLE>



CAPITAL APPRECIATION



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1995          $10.000000        $11.370573        126,633       130,970
   1996           11.370573         13.018249        379,717       312,799
   1997           13.018249         14.832378        550,059       372,993
   1998           14.832378         15.538473        606,078       366,130
   1999           15.538473         16.361968        536,419       332,204
</TABLE>



SMALL CAP



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
1995...          $10.000000        $12.201273       154,063        15,532
1996...           12.201273         14.205207       454,045       147,557
1997...           14.205207         15.240569       649,957       212,467
1998...           15.240569         16.668731       665,332       236,231
1999...           16.668731         34.040041       776,055       286,164
</TABLE>



AGGRESSIVE GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
1995...          $10.000000        $10.499375         9,491         9,448
1996...           10.499375         10.463801       107,442        68,715
1997...           10.463801         11.646359       178,651       109,334
1998...           11.646359         12.422862       200,721       104,679
1999...           12.422862         12.995269       191,692        87,207
</TABLE>



CORE GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
1997...          $10.000000        $ 9.586403       146,611        89,830
1998...            9.586403         10.318290       138,652        97,692
1999...           10.318290         20.917283       202,849       139,073
</TABLE>


Form V-4820

                                       11
<PAGE>   16


GROWTH & INCOME



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
1997...          $10.000000        $13.509406       146,772       144,903
1998...           13.509406         14.309421       467,063       270,510
1999...           14.309421         22.964177       756,197       376,028
</TABLE>



SOCIAL AWARENESS



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
1997...          $10.000000        $12.426744        22,600        25,632
1998...           12.426744          9.537309        49,169        35,228
1999...            9.537309         11.102565        25,584        15,892
</TABLE>



CAPITAL GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
1999...          $10.000000        $14.195676        14,665        10,147
</TABLE>



HIGH INCOME BOND



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
1999...          $10.000000        $10.285653         1,173         1,233
</TABLE>



EQUITY INCOME



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $10.913281          1,550           287
</TABLE>



DOW TARGET 10, NOVEMBER



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $10.093952          2,102             1
</TABLE>



DOW TARGET 10, DECEMBER



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $10.007412              7             0
</TABLE>



DOW TARGET 5, NOVEMBER



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000         $9.960325             60            70
</TABLE>



DOW TARGET 5, DECEMBER



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $10.006724            532             0
</TABLE>



GOLDMAN SACHS GROWTH AND INCOME



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $10.502077          2,420         1,685
</TABLE>


Form V-4820

                                       12
<PAGE>   17


GOLDMAN SACHS CORE U.S. EQUITY



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $10.924941          6,751         6,222
</TABLE>



GOLDMAN SACHS CAPITAL GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $11.178377          7,407             0
</TABLE>



JANUS GROWTH (INSTITUTIONAL SHARES)



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $11.657335        140,899        70,201
</TABLE>



JANUS WORLDWIDE GROWTH (INSTITUTIONAL SHARES)



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $13.225533         84,104        30,873
</TABLE>



JANUS BALANCED (INSTITUTIONAL SHARES)



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $11.025619         60,253        47,022
</TABLE>



LAZARD SMALL CAP



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $10.538021            875           698
</TABLE>



LAZARD EMERGING MARKETS



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $12.512192          7,037           186
</TABLE>



STRONG MID CAP GROWTH II



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $12.916791         15,604         6,551
</TABLE>



STRONG OPPORTUNITY II



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $11.158443          1,268           493
</TABLE>



STRONG SCHAFER VALUE II



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999          $10.000000        $10.284400            372           559
</TABLE>



FINANCIAL STATEMENTS


The complete financial statements of VAA or VAB, and of Ohio National Life,
including the Independent Auditors' Reports for them, are included in the
Statements of Additional Information for VAA and VAB.

Form V-4820

                                       13
<PAGE>   18

                                 OHIO NATIONAL

OHIO NATIONAL LIFE


Ohio National Life was organized under the laws of Ohio on September 9, 1909 as
a stock life insurance company. We are now ultimately owned by a mutual holding
company (Ohio National Mutual Holdings, Inc.) with the majority ownership being
by our policyholders. We write life, accident and health insurance and annuities
in 47 states, the District of Columbia and Puerto Rico. Currently we have assets
in excess of $7.6 billion and equity in excess of $725 million. Our home office
is located at One Financial Way, Montgomery, Ohio 45242.


OHIO NATIONAL VARIABLE ACCOUNTS A AND B

We established VAA and VAB on August 1, 1969 as separate accounts under Ohio law
for the purpose of funding variable annuity contracts. Purchase payments for the
variable annuity contracts are allocated to one or more subaccounts of VAA or
VAB. However, contract values may not be allocated to more than 10 variable
subaccounts at any one time. Income, gains and losses, whether or not realized,
from assets allocated to VAA and VAB are credited to or charged against VAA or
VAB without regard to our other income, gains or losses. The assets maintained
in VAA and VAB will not be charged with any liabilities arising out of our other
business. Nevertheless, all obligations arising under the contracts, including
the commitment to make annuity payments, are our general corporate obligations.
Accordingly, all of our assets are available to meet our obligations under the
contracts. VAA and VAB are registered as unit investment trusts under the
Investment Company Act of 1940.

The assets of each subaccount of VAA and VAB are invested at net asset value in
Fund shares.

THE FUNDS

The Funds are mutual funds registered under the Investment Company Act of 1940.
Fund shares are sold only to insurance company separate accounts to fund
variable annuity contracts and variable life insurance policies and, in some
cases, to qualified plans. The value of each Fund's investments fluctuates daily
and is subject to the risk that Fund management may not anticipate or make
changes necessary in the investments to meet changes in economic conditions.

The Funds receive investment advice from their investment advisers. The Funds
pay each of the investment advisers a fee as shown in the fee table beginning on
page 4. In some cases, the investment adviser pays part of its fee to a
subadviser.

Affiliates of certain Funds may compensate us based upon a percentage of the
Fund's average daily net assets that are allocated to VAA or VAB. These
percentages vary by Fund. This is intended to compensate us for administrative
and other services we provide to the Funds and their affiliates.

For additional information concerning the Funds, including their investment
objectives, see the Fund prospectuses. Read them carefully before investing.
They may contain information about other funds that are not available as
investment options for these contracts. You cannot be sure that any Fund will
achieve its stated objectives and policies.

The investment policies, objectives and/or names of some of the Funds may be
similar to those of other investment companies managed by the same investment
adviser or subadviser. However, similar funds often do not have comparable
investment performance. The investment results of the Funds may be higher or
lower than those of the other funds.

MIXED AND SHARED FUNDING

In addition to being offered to VAA and VAB, certain Fund shares are offered to
our other separate accounts for variable annuity contracts and a separate
account of Ohio National Life Assurance Corporation for variable life insurance
contracts. Fund shares may also be offered to other insurance company separate
accounts and qualified

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plans. It is conceivable that in the future it may become disadvantageous for
one or more of variable life and variable annuity separate accounts, or separate
accounts of other life insurance companies, and qualified plans, to invest in
Fund shares. Although neither we nor any of the Funds currently foresee any such
disadvantage, the Board of Directors or Trustees of each Fund will monitor
events to identify any material conflict among different types of owners and to
determine if any action should be taken. That could possibly include the
withdrawal of VAA's and/or VAB's participation in a Fund. Material conflicts
could result from such things as:

- - changes in state insurance law;

- - changes in federal income tax law;

- - changes in the investment management of any Fund; or

- - differences in voting instructions given by different types of owners.

VOTING RIGHTS

We will vote Fund shares held in VAA and VAB at Fund shareholders meetings in
accordance with voting instructions received from contract owners. We will
determine the number of Fund shares for which you are entitled to give
instructions as described below. This determination will be within 90 days
before the shareholders meeting. Fund proxy material and forms for giving voting
instructions will be distributed to each owner. We will vote Fund shares held in
VAA and VAB, for which no timely instructions are received, in proportion to the
instructions that we do receive for each of VAA and VAB.

Until annuity payments begin, the number of Fund shares for which you may
instruct us is determined by dividing your contract value in each Fund by the
net asset value of a share of that Fund as of the same date. After annuity
payments begin, the number of Fund shares for which you may instruct us is
determined by dividing the actuarial liability for your variable annuity by the
net asset value of a Fund share as of the same date. Generally, the number of
votes tends to decrease as annuity payments progress.

                   DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The variable annuity contracts are sold by our insurance agents who are also
registered representatives (a) of The O.N. Equity Sales Company ("ONESCO"), a
wholly-owned subsidiary of ours, or (b) of other broker-dealers that have
entered into distribution agreements with Ohio National Equities, Inc. ("ONEQ"),
another wholly-owned subsidiary of ours. ONEQ is the principal underwriter of
the contracts. ONESCO, ONEQ and the other broker dealers are registered under
the Securities Exchange Act of 1934, and are members of the National Association
of Securities Dealers, Inc. We pay ONEQ 6.75% of purchase payments during the
first contract year and 5.5% of purchase payments made after the contract has
been in effect for more than a year. ONEQ then pays part of that amount to
ONESCO and the other broker dealers. ONESCO and the other broker-dealers pay
their registered representatives from their own funds. Purchase payments on
which nothing is paid to registered representatives may not be included in
amounts on which we pay sales compensation to ONEQ. If our surrender charge is
not sufficient to recover the fee paid to ONEQ, any deficiency will be made up
from our general assets. These include, among other things, any profit from the
mortality and expense risk charges. The address of ONESCO and ONEQ is One
Financial Way, Montgomery, Ohio 45242.

                            DEDUCTIONS AND EXPENSES

SURRENDER CHARGE

There is no deduction from purchase payments to pay sales expense. We may assess
a surrender charge if you surrender the contract or withdraw part of its value.
The purpose of this charge is to defray expenses relating to

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the sale of the contract, including compensation to sales personnel, cost of
sales literature and prospectuses, and other expenses related to sales activity.
This surrender charge equals the lesser of:

- - 7 3/4% of the total purchase payments made during the 96 months immediately
  preceding the surrender or partial withdrawal, or

- - 7 3/4% of the amount being surrendered or withdrawn.


On or after the first contract anniversary, you may make a partial withdrawal of
not more than 10% of the contract value (as of the date the partial withdrawal
is requested) once each contract year without the surrender charge. You may take
this 10% annual free withdrawal in up to 12 installments. The surrender charge
does not apply to surrenders or withdrawals from contracts issued in connection
with our executive officers' and directors' voluntary deferred compensation
plan. The surrender charge will not be imposed when the values of one or more
contracts owned by the trustee of a retirement plan qualifying under Section
401, 403(b) or 457 of the Code are transferred to one of our group annuity
contracts. If you use values of at least $250,000 from an Ohio National Life
fixed annuity to provide the initial purchase payment for a contract offered by
this prospectus, this contract will be treated (for purposes of determining the
surrender charge) as if it were issued at the same time as the fixed annuity and
as if the purchase payments made for the fixed annuity had been made for this
contract.


CONTRACT ADMINISTRATION CHARGE

Each year on the contract anniversary (or when you surrender the contract), we
will deduct a contract administration charge of $30 from the contract value.
This helps to repay us for maintaining the contract. We guarantee not to
increase the contract administration charge. The charge is not made after
annuity payments begin.

DEDUCTION FOR ADMINISTRATIVE EXPENSES

At the end of each valuation period we deduct an amount equal to 0.25% on an
annual basis of the contract value. This deduction reimburses us for expenses
not covered by the contract administration charge. Examples of these expenses
are accounting, auditing, legal, contract owner services, reports to regulatory
authorities and contract owners, contract issue, etc.

DEDUCTION FOR RISK UNDERTAKINGS

We guarantee that until annuity payments begin, the contract's value will not be
affected by any excess of sales and administrative expenses over the deductions
for them. We also guarantee to pay a death benefit in the event of the
annuitant's death before annuity payments begin. After annuity payments begin,
we guarantee that variable annuity payments will not be affected by adverse
mortality experience or expenses.

For assuming these risks, when we determine the accumulation unit values and the
annuity unit values for each subaccount, we make a deduction from the applicable
investment results equal to 0.85% of the contract value on an annual basis. We
may decrease that deduction at any time and we may increase it not more often
than annually to not more than 1.55% on an annual basis. However, we agree that
the deduction for these risk undertakings for contracts purchased on and after
November 1, 1997 shall not be increased to more than the rate in effect at the
time the contract is issued. We may discontinue this limitation on our right to
increase the deduction, but only as to any contracts purchased after notice of
the discontinuance. The risk charge is an indivisible whole of the amount
currently being deducted. However, we believe that a reasonable allocation would
be 0.35% for mortality risk, and 0.50% for expense risk. We hope to realize a
profit from this charge. However, there will be a loss if the deduction fails to
cover the actual risks involved.

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TRANSFER FEE

We may charge a transfer fee of $3 (which may be increased to $15) for each
transfer from one subaccount to another. The fee is charged against the
subaccount from which the transfer is made. Currently, we do not charge for your
first four transfers each year.

DEDUCTION FOR STATE PREMIUM TAX

Most states do not presently charge a premium tax for these contracts. Where a
tax applies, the rates for tax-qualified contracts are presently 0.5% in
California, 1.0% in Puerto Rico and West Virginia, 2.0% in Kentucky and 2.25% in
the District of Columbia. For non-tax-qualified contracts, the rates are 1.0% in
Puerto Rico, West Virginia and Wyoming, 1.25% in South Dakota, 2.0% in Kansas,
Kentucky and Maine, 2.25% the District of Columbia, 2.35% in California and 3.0%
in Nevada. The deduction for premium taxes will be made when incurred. Normally,
that is not until annuity payments begin. However, in Kansas, South Dakota and
Wyoming, they are presently being deducted from purchase payments.

FUND EXPENSES

There are deductions from, and expenses paid out of, the assets of the Funds.
These are described in the Fund prospectus.

                   DESCRIPTION OF VARIABLE ANNUITY CONTRACTS

FREE LOOK

You may revoke the contract at any time until the end of 20 days after you
receive the contract (or such longer period as may be required by your state
law) and get a refund of the entire purchase price. To revoke you must return
the contract to us within the free look period. In those states where required
by state law, the value of the contract as of the date of cancellation will be
returned in lieu of the entire purchase price in case of revocation during the
free look period.

                              ACCUMULATION PERIOD

PURCHASE PAYMENTS

Your purchase payments must be at least $25. You may make payments at any time.
We may limit your total purchase payments to $1,500,000.

WHEN WE MAY TERMINATE YOUR CONTRACT

We may terminate a contract on any anniversary when its value is less than the
lesser of (a) $1,000 or (b) $250 times the number of years the contract has been
in force. This could have adverse tax consequences to you. (See Federal Tax
Status.) We will not terminate an individual retirement annuity (IRA) if you
made a purchase payment during the preceding two years. We will not terminate an
annuity funding a Section 403(b) salary reduction agreement.

ACCUMULATION UNITS

Until the annuity payout date, the contract value is measured by accumulation
units. These units are credited to your contract when you make each purchase
payment. (See Crediting Accumulation Units, below). The number of units remains
constant between purchase payments, but their dollar value varies depending upon
the investment results of each Fund to which payments are allocated.

CREDITING ACCUMULATION UNITS

Your representative will send application forms or orders, together with the
first purchase payment, to our home office for acceptance. Upon acceptance, we
issue a contract and we credit the first purchase payment to the

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contract in the form of accumulation units. If all information necessary for
issuing a contract and processing the purchase payment is complete, your first
purchase payment will be credited within two business days after receipt. If we
do not receive everything within five business days, we will return the purchase
payment to you immediately unless you specifically consent to having us retain
the purchase payment until the necessary information is completed. After that,
we will credit the purchase payment within two business days.

You must send any additional purchase payments directly to our home office. They
will then be applied to provide that number of accumulation units (for each
subaccount) determined by dividing the amount of the purchase payment by the
unit value next computed after we receive the payment at our home office.

ALLOCATION OF PURCHASE PAYMENTS

You may allocate your purchase payments among up to 10 variable subaccounts of
VAA or VAB and the Guaranteed Account. The amount allocated to any Fund or the
Guaranteed Account must equal a whole percent. You may change your allocation of
future purchase payments at any time by sending written notice to our home
office.

ACCUMULATION UNIT VALUE AND CONTRACT VALUE

We set the accumulation unit value of each subaccount of VAA and VAB at $10 when
we allocated the first payments for these contracts. We determine the unit value
for any later valuation period by multiplying the unit value for the immediately
preceding valuation period by the net investment factor (described below) for
such later valuation period. We determine a contract's value by multiplying the
total number of units (for each subaccount) credited to the contract by the unit
value (for such subaccount) for the current valuation period.

NET INVESTMENT FACTOR

The net investment factor measures the investment results of each subaccount.
The net investment factor for each subaccount for any valuation period is
determined by dividing (a) by (b), then subtracting (c) from the result, where:

(a) is

     (1) the net asset value the corresponding Fund share at the end of a
         valuation period, plus

     (2) the per share amount of any dividends or other distributions declared
         for that Fund if the "ex-dividend" date occurs during the valuation
         period, plus or minus

     (3) a per share charge or credit for any taxes paid or reserved for the
         maintenance or operation of that subaccount, (no federal income taxes
         apply under present law.)

(b) is the net asset value of the corresponding Fund share at the end of the
    preceding valuation period; and

(c) is the deduction for administrative and sales expenses and risk
    undertakings.

SURRENDER AND PARTIAL WITHDRAWAL

Before annuity payments begin (and also after that in the case of annuity Option
1(e) described below), you may surrender (totally withdraw the value of) your
contract or you may elect a partial (at least $100) withdrawal. The surrender
charge may apply to these transactions. That charge is a percent of the total
amount withdrawn. For example, if a partial withdrawal of $1,000 is requested,
we would pay you $1,000, but the total amount deducted from the accumulation
value would be $1,084 (i.e., $1,084 x 7 3/4% = $84). Unless, you specify
otherwise, the withdrawal will be made pro-rata from your values in each Fund.
The amount you may withdraw is the contract value less any charge. In the case
of a complete surrender, we subtract the contract administration charge. We will
pay you within seven days after we receive your request. However, we may defer
payment as described below. Surrenders and partial withdrawals are limited or
not permitted in connection with certain tax-qualified retirement plans. For tax
consequences of a surrender or withdrawal, see Federal Tax Status.

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If you request a surrender or partial withdrawal which includes contract values
derived from purchase payments that have not yet cleared the banking system, we
may delay mailing that portion which relates to such payments until the check
for the purchase payment has cleared. We require the return of the contract in
the case of a complete surrender.

The right to withdraw may be suspended or the date of payment postponed:

- - for any period during which the New York Stock Exchange is closed (other than
  customary weekend and holiday closings) or during which the Securities and
  Exchange Commission has restricted trading on the Exchange;

- - for any period during which an emergency, as determined by the Commission,
  exists as a result of which disposal of securities held in a Fund is not
  reasonably practical, or it is not reasonably practical to determine the value
  of a Fund's net assets; or

- - such other periods as the Commission may order to protect security holders.

TRANSFERS AMONG SUBACCOUNTS

You may transfer contract values from one Fund to another. You may make
transfers at any time before annuity payments begin. The amount of any transfer
must be at least $300 (or the entire contract value in a Fund, if less).

We may limit the number, frequency, method or amount of transfers. We may limit
transfers from any Fund on any one day to 1% of the previous day's total net
assets of that Fund if we or the Fund, in our discretion, believe that the Fund
might otherwise be damaged. In this case, some requested transfers will not
occur. In determining which requests to honor, scheduled transfers (under a DCA
program) will be made first, followed by mailed written requests in the order
postmarked and, lastly, telephone and facsimile requests in the order received.
We will notify you if your requested transfer is not made. Current SEC rules
preclude us from processing at a later date those requests that were not made.
Accordingly, you would need to submit a new transfer request in order to make a
transfer that was not made because of these limitations.

Certain third parties may offer you asset allocation or timing services for your
contract. We may choose to honor transfer requests from these third parties if
you give us a written power of attorney to do so. Fees you pay for such asset
allocation or timing services are in addition to any contract charges. WE DO NOT
ENDORSE, APPROVE OR RECOMMEND THESE SERVICES.

After annuity payments begin, you may make transfers among Funds only once each
calendar quarter. The transfer fee no longer applies then. Not more than 20% of
a contract's Guaranteed Account value (or $1,000, if greater) as of the
beginning of a contract year may be transferred to variable Funds during that
contract year.

SCHEDULED TRANSFERS (DOLLAR COST AVERAGING)

We administer a scheduled transfer ("DCA") program enabling you to preauthorize
automatic monthly or quarterly transfers of a specified dollar amount of at
least $300 each time. At least 12 DCA transfers must be scheduled. The transfers
may be from any variable Funds to any other Funds or to the Guaranteed Account.
Transfers may be made from the Guaranteed Account to any other Funds if the DCA
program is established at the time the contract is issued, the DCA program is
scheduled to begin within 6 months of contract issue and the term of the DCA
program does not exceed 2 years. For transfers from variable Funds, the DCA
program may not exceed 5 years. There is no transfer fee for DCA transfers. DCA
transfers do not count against your four free transfers per year. We may
discontinue the DCA program at any time. You may also discontinue further DCA
transfers by giving us written notice at least 7 business days before the next
scheduled transfer.

DCA generally has the effect of reducing the risk of purchasing at the top, and
selling at the bottom, of market cycles. DCA transfers from the Guaranteed
Account or from a Fund with a stabilized net asset value, such as the Money
Market Fund, will generally reduce the average total cost of indirectly
purchasing Fund shares because

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greater numbers of shares will be purchased when the share prices are lower than
when prices are higher. However, DCA does not assure you of a profit, nor does
it protect against losses in a declining market. Moreover, for transfers from a
variable Fund, DCA has the effect of reducing the average price of the shares
being redeemed. DCA might also be used to systematically transfer contract
values from variable Funds to the Guaranteed Account in anticipation of
retirement, reducing the risk of making a single transfer during a low market.

TELEACCESS

If you give us a pre-authorization form, your contract and unit values and
interest rates can be checked and transfers may be made by telephoning us
between 7:00 a.m. and 7:00 p.m. (Eastern time) on days we are open for business,
at 1-800-366-6654, #8. You may only make one telephone transfer per day. We will
honor pre-authorized telephone transfer instructions from anyone who provides
the personal identifying information requested via TeleAccess. We will not honor
telephone transfer requests after we receive notice of your death. For added
security, we send the contract owner a written confirmation of all telephone
transfers on the next business day. However, if we cannot complete a transfer as
requested, our customer service representative will contact the contract owner
in writing sent within 48 hours of the TeleAccess request. YOU MAY THINK THAT
YOU HAVE LIMITED THIS ACCESS TO YOURSELF, OR TO YOURSELF AND YOUR
REPRESENTATIVE. HOWEVER, ANYONE GIVING US THE NECESSARY IDENTIFYING INFORMATION
CAN USE TELEACCESS ONCE YOU AUTHORIZE ITS USE.

DEATH BENEFIT

If the annuitant (and any contingent annuitant) dies before annuity payments
begin, the contract pays a death benefit to a designated beneficiary. (This
death benefit is not available on any contract purchased through a bank in
Puerto Rico.) The amount of the death benefit will be determined as of the end
of the valuation period in which we receive written notice of death. The amount
of death benefit is the contract value or, if greater, the total purchase
payments made less any partial withdrawals.

GUARANTEED ACCOUNT

The Guaranteed Account guarantees a fixed return for a specified period of time
and guarantees the principal against loss. The Guaranteed Account is not
registered as an investment company. Interests in it are not subject to the
provisions or restrictions of federal securities laws. The staff of the
Securities and Exchange Commission has not reviewed disclosures regarding it.

The Guaranteed Account consists of all of our general assets other than those
allocated to a separate account. You may allocate purchase payments and contract
values between the Guaranteed Account and the Funds.

We will invest our general assets in our discretion as allowed by Ohio law. We
allocate the investment income from our general assets to those contracts having
guaranteed values.

The amount of investment income allocated to the contracts varies from year to
year in our sole discretion. However, we guarantee that we will credit interest
at a rate of not less than 3.25% per year, compounded annually, to contract
values allocated to the Guaranteed Account. We may credit interest at a rate in
excess of 3.25%, but any such excess interest credit will be in our sole
discretion.

We guarantee that, before annuity payments begin, the guaranteed value of a
contract will never be less than:

- - the amount of purchase payments allocated to, and transfers into, the
  Guaranteed Account, plus

- - interest credited at the rate of 3% per year compounded annually, plus

- - any additional excess interest we may credit to guaranteed values, minus

- - any partial withdrawals, loans and transfers from the guaranteed values, minus

- - any surrender charge on partial withdrawals, loan interest, state premium
  taxes, transfer fees, and the portion of the $30 annual contract
  administration charge allocable to the Guaranteed Account.

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No deductions are made from the Guaranteed Account for administrative expenses
or risk undertakings.

Other than pursuant to a DCA (scheduled transfer) program, we may restrict
transfers of your Guaranteed Account value during a contract year to not more
than 20% of that value as of the beginning of a contract year (or $1,000, if
greater). As provided by state law, we may defer the payment of amounts to be
withdrawn from the Guaranteed Account for up to six months from the date we
receive written request for withdrawal.

OHIO NATIONAL LIFE EMPLOYEE DISCOUNT

We and our affiliated companies offer a credit on the purchase of contracts by
any of our employees, directors or retirees, or their spouse or the surviving
spouse of a deceased retiree, their minor children, or any of their children
ages 18 to 21 who is either (i) living in the purchaser's household or (ii) a
full-time college student being supported by the purchaser, or any of the
purchaser's minor grandchildren under the Uniform Gifts to Minors Act. This
credit counts as additional income under the contract. The amount of the credit
equals 3.2% of all purchase payments made in the first contract year and 5.5% of
purchase payments made in the second through sixth contract years. We credit the
Guaranteed Account in these amounts at the time the eligible person makes each
payment.

TEXAS STATE OPTIONAL RETIREMENT PROGRAM

Under the Texas State Optional Retirement Program (the "Program"), purchase
payments may be excluded from the gross income of state employees for federal
tax purposes to the extent that such purchase payments do not exceed the
exclusion allowance provided by the Code. The Attorney General of Texas has
interpreted the Program as prohibiting any participating state employee from
receiving the surrender value of a contract funding benefits under the Program
prior to termination of employment or the state employee's retirement, death or
total disability. Therefore, a participant in the Program may not make a
surrender or partial withdrawal until the first of these events occurs.

                                 ANNUITY PERIOD

ANNUITY PAYOUT DATE

Annuity payments begin on the annuity payout date. You may select this date when
the contract is issued. It must be at least 30 days after the contract date. You
may change it from time to time so long as it is the first day of any month at
least 30 days after the date of such change. The contract restricts the annuity
payout date to not later than the first of the month following the annuitant's
90th birthday. This restriction may be modified by applicable state law or we
may agree to waive it.

The contracts include our guarantee that (except for option 1(e), below) we will
pay annuity payments for the lifetime of the annuitant (and any joint annuitant)
in accordance with the contract annuity rates, no matter how long you live.

Other than in connection with annuity Option 1(e) described below, once annuity
payments begin, you may not surrender the contract for cash except that, upon
the death of the annuitant, the beneficiary may surrender the contract for the
commuted value of any remaining period-certain payments. You may make surrenders
and partial withdrawals from Option 1(e) at any time.

ANNUITY OPTIONS

You may elect one or more of the following annuity options. You may change the
election anytime before the annuity payout date.

Option 1(a):   Life Annuity with installment payments for the lifetime of the
               annuitant (the contract has no more value after annuitant's
               death).

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Option 1(b):  Life Annuity with installment payments guaranteed for five years
              and then continuing during the remaining lifetime of the
              annuitant.

Option 1(c):   Life Annuity with installment payments guaranteed for ten years
               and then continuing during the remaining lifetime of the
               annuitant.

Option 1(d):  Installment Refund Life Annuity with payments guaranteed for a
              period certain and then continuing during the remaining lifetime
              of the annuitant. The number of period-certain payments is equal
              to the amount applied under this option divided by the amount of
              the first payment.

Option 1(e):   Installment Refund Annuity with payments guaranteed for a fixed
               number (up to thirty) of years. This option is available for
               variable annuity payments only. (Although the deduction for risk
               undertakings is taken from annuity unit values, we have no
               mortality risk during the annuity payout period under this
               option.)

Option 2(a):   Joint & Survivor Life Annuity with installment payments during
               the lifetime of the annuitant and then continuing during the
               lifetime of a contingent annuitant (the contract has no more
               value after the second annuitant's death).

Option 2(b):  Joint & Survivor Life Annuity with installment payments guaranteed
              for ten years and then continuing during the remaining lifetime of
              the annuitant or a contingent annuitant.

We may agree to other settlement options.

Unless you direct otherwise, we will apply the contract value as of the annuity
payout date to provide annuity payments pro-rata from each Fund in the same
proportion as the contract values immediately before the annuity payout date.

If no election is in effect on the annuity payout date, we will apply the
contract value under Option 1(c) with the beneficiary as payee for any remaining
period-certain installments payable after the death of the annuitant. The
Pension Reform Act of 1974 might require certain contracts to provide a Joint
and Survivor Annuity. If the contingent annuitant is not related to the
annuitant, Options 2(a) and 2(b) are available only if we agree.

The Internal Revenue Service has not ruled on the tax treatment of a commutable
variable annuity. If you select Option 1(e), it is possible that the IRS could
determine that the entire value of the annuity is fully taxable at the time you
elect Option 1(e) or that variable annuity payments under this option should not
be taxed under the annuity rules (see Federal Tax Status). This could result in
your payments being fully taxable to you. Should the IRS so rule, we may have to
tax report up to the full value of the annuity as your taxable income.

DETERMINATION OF AMOUNT OF THE FIRST VARIABLE ANNUITY PAYMENT

To determine the first variable annuity payment, we apply the contract value for
each Fund in accordance with the contract's settlement option tables. The rates
in those tables depend upon the annuitant's (and any contingent annuitant's) age
and sex and the option selected. The annuitant's sex is not a factor in
contracts issued to plans sponsored by employers subject to Title VII of the
Civil Rights Act of 1964 or similar state statutes. We determine the value to be
applied at the end of a valuation period (selected by us and uniformly applied)
not more than 10 valuation periods before the annuity payout date.

If the amount that would be applied under an option is less than $5,000, we will
pay the contract value to the annuitant in a single sum. If the first periodic
payment under any option would be less than $25, we may change the frequency of
payments so that the first payment is at least $25.

ANNUITY UNITS AND VARIABLE PAYMENTS

After your first annuity payment, later variable annuity payments will vary to
reflect the investment performance of your Funds. The amount of each payment
depends on the number your annuity units. To determine the

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<PAGE>   27

number of annuity units for each Fund, divide the dollar amount of the first
annuity payment from each Fund by the value of that Fund's annuity unit. This
number of annuity units remains constant during the annuity payment period
unless you transfer among Funds.

The annuity unit value for each Fund was set at $10 for the valuation period
when the first variable annuity was calculated for these contracts. The annuity
unit value for each later valuation period equals the annuity unit value for the
immediately preceding valuation period multiplied by the net investment factor
(described on page 14) for such later valuation period and by a factor
(0.9998925 for a one-day valuation period) to neutralize the 4% assumed interest
rate discussed below.

The dollar amount of each later variable annuity payment equals your constant
number of annuity units for each Fund multiplied by the value of the annuity
unit for the valuation period.

The annuity rate tables contained in the contracts are based on the Progressive
Annuity Mortality Table with compound interest at the effective rate of 4% per
year. A higher interest assumption would mean a higher initial annuity payment
but a more slowly rising series of subsequent annuity payments if annuity unit
values were increasing (or a more rapidly falling series of subsequent annuity
payments if annuity unit values were decreasing). A lower interest assumption
would have the opposite effect. If the actual net investment rate were equal to
the assumed interest rate, annuity payments would stay level.

TRANSFERS DURING ANNUITY PAYOUT

After annuity payments have been made for at least 12 months, the annuitant can,
once each calendar quarter, change the Funds on which variable annuity payments
are based. On at least 30 days written notice to our home office, we will change
that portion of the periodic variable annuity payment as you direct to reflect
the investment results of different Funds. The annuity payment immediately after
a change will be the amount that would have been paid without the change. Later
payments will reflect the new mix of Funds.

                           OTHER CONTRACT PROVISIONS

ASSIGNMENT

Amounts payable in settlement of a contract may not be commuted, anticipated,
assigned or otherwise encumbered, or pledged as loan collateral to anyone other
than us. To the extent permitted by law, such amounts are not subject to any
legal process to pay any claims against an annuitant before annuity payments
begin. The owner of a tax-qualified contract may not, but the owner of a
non-tax-qualified contract may, collaterally assign the contract before the
annuity payout date. Ownership of a tax-qualified contract may not be
transferred
except to:

- - the annuitant,

- - a trustee or successor trustee of a pension or profit-sharing trust which is
  qualified under Section 401 of the Code,

- - the employer of the annuitant provided that the contract after transfer is
  maintained under the terms of a retirement plan qualified under Section 403(a)
  of the Code for the benefit of the annuitant, or

- - as otherwise permitted by laws and regulations governing plans for which the
  contract may be issued.

PERIODIC REPORTS

Before the annuity payout date, we will send you semi-annual statements showing
(a) the number of units credited to the contract by Fund and (b) the value of
each unit as of the end of the last half year. In addition, as long as the
contract remains in effect, we will forward any periodic Fund reports.

Form V-4820

                                       23
<PAGE>   28

SUBSTITUTION FOR FUND SHARES

If investment in a Fund is no longer possible or we believe it is inappropriate
to the purposes of the contract, we may substitute one or more other funds.
Substitution may be made as to both existing investments and the investment of
future purchase payments. However, no substitution will be made until we receive
any necessary approval of the Securities and Exchange Commission. We may also
add other Funds as eligible investments of VAA or VAB.

                            CONTRACT OWNER INQUIRIES

Direct any questions to Ohio National Life, Variable Annuity Administration,
P.O. Box 2669, Cincinnati, Ohio 45201; telephone 1-800-366-6654 (8:30 a.m. to
4:30 p.m., Eastern time).

PERFORMANCE DATA

We may advertise performance data for the various Funds showing the percentage
change in unit values based on the performance of the applicable Fund over a
period of time (usually a calendar year). We determine the percentage change by
dividing the increase (or decrease) in value for the unit by the unit value at
the beginning of the period. This percent reflects the deduction of any
asset-based contract charges but does not reflect the deduction of any
applicable contract administration charge or surrender charge. The deduction a
contract administration charge or surrender charge would reduce any percentage
increase or make greater any percentage decrease.

Advertising may also include average annual total return figures calculated as
shown in the Statement of Additional Information. The average annual total
return figures reflect the deduction of applicable contract administration
charges and surrender charges as well as applicable asset-based charges.

We may also distribute sales literature comparing separate account performance
to the Consumer Price Index or to such established market indexes as the Dow
Jones Industrial Average, the Standard & Poor's 500 Stock Index, IBC's Money
Fund Reports, Lehman Brothers Bond Indices, the Morgan Stanley Europe Australia
Far East Index, Morgan Stanley World Index, Russell 2000 Index, or other
variable annuity separate accounts or mutual funds with investment objectives
similar to those of the Funds.

                               FEDERAL TAX STATUS

The following discussion of federal income tax treatment of amounts received
under a variable annuity contract does not cover all situations or issues. It is
not intended as tax advice. Consult a qualified tax adviser to apply the law to
your circumstances. Tax laws can change, even for contracts that have already
been issued. Tax law revisions, with unfavorable consequences, could have
retroactive effect on previously issued contracts or on later voluntary
transactions in previously issued contracts.

We are taxed as a life insurance company under Subchapter L of the Internal
Revenue Code (the "Code"). Since the operations of VAA and VAB are a part of,
and are taxed with, our operations, VAA and VAB are not separately taxed as
"regulated investment companies" under Subchapter M of the Code.

As to tax-qualified contracts, the law does not now provide for payment of
federal income tax on dividend income or capital gains distributions from Fund
shares held in VAA or upon capital gains realized by VAA on redemption of Fund
shares. When a non-tax-qualified contract is issued in connection with a
deferred compensation plan or arrangement, all rights, discretions and powers
relative to the contract are vested in the employer and you must look only to
your employer for the payment of deferred compensation benefits. Generally, in
that case, an annuitant will have no "investment in the contract" and amounts
received by you from your employer under a deferred compensation arrangement
will be taxable in full as ordinary income in the years you receive the
payments.

Form V-4820

                                       24
<PAGE>   29


The income and gains within an annuity contract are generally tax deferred.
Within a tax-qualified plan, the plan itself provides tax deferral. Therefore,
the tax-deferred treatment otherwise available to an annuity contract is not a
factor to consider when purchasing an annuity within a tax-qualified plan or
arrangement.


The contracts are considered annuity contracts under Section 72 of the Code,
which generally provides for taxation of annuities. Under existing provisions of
the Code, any increase in the contract value is not taxable to you as the owner
or annuitant until you receive it, either in the form of annuity payments, as
contemplated by the contract, or in some other form of distribution. The owner
of a non-tax qualified contract must be a natural person for this purpose. With
certain exceptions, where the owner of a non-tax qualified contract is a
non-natural person (corporation, partnership or trust) any increase in the
accumulation value of the contract attributable to purchase payments made after
February 28, 1986 will be treated as ordinary income received or accrued by the
contract owner during the current tax year.

When annuity payments begin each payment is taxable under Section 72 of the Code
as ordinary income in the year of receipt if you have neither paid any portion
of the purchase payments nor previously been taxed on any portion of the
purchase payments. If any portion of the purchase payments has been paid from or
included in your taxable income, this aggregate amount will be considered your
"investment in the contract." You will be entitled to exclude from your taxable
income a portion of each annuity payment equal to your "investment in the
contract" divided by the period of expected annuity payments, determined by your
life expectancy and the form of annuity benefit. Once you recover your
"investment in the contract," all further annuity payments will be included in
your taxable income.

If you elect to receive the accumulated value in a single sum in lieu of annuity
payments, any amount you receive or withdraw in excess of the "investment in the
contract" will normally be taxed as ordinary income in the year received. A
partial withdrawal of contract values is taxable as income to the extent that
the accumulated value of the contract immediately before the payment exceeds the
"investment in the contract." Such a withdrawal is treated as a distribution of
earnings first and only second as a recovery of your "investment in the
contract." Any part of the value of the contract that you assign or pledge to
secure a loan will be taxed as if it had been a partial withdrawal and may be
subject to a penalty tax.

There is a penalty tax equal to 10% of any amount that must be included in gross
income for tax purposes. The penalty will not apply to a redemption that is:

- - received on or after the taxpayer reaches age 59 1/2;

- - made to a beneficiary on or after the death of the annuitant;

- - attributable to the taxpayer's becoming disabled;

- - made as a series of substantially equal periodic payments for the life of the
  annuitant (or joint lives of the annuitant and beneficiary);

- - from a contract that is a qualified funding asset for purposes of a structured
  settlement;

- - made under an annuity contract that is purchased with a single premium and
  with an annuity payout date not later than a year from the purchase of the
  annuity;

- - incident to divorce, or

- - taken from an IRA for a qualified first-time home purchase (up to $10,000) or
  qualified education expenses.

If you elect not to have withholding apply to an early withdrawal or if an
insufficient amount is withheld, you may be responsible for payment of estimated
tax. You may also incur penalties under the estimated tax rules if the
withholding and estimated tax payments are not sufficient. If you fail to
provide your taxpayer identification number, any payments under the contract
will automatically be subject to withholding.

Form V-4820

                                       25
<PAGE>   30

TAX-DEFERRED ANNUITIES

Under the provisions of Section 403(b) of the Code, employees may exclude from
their gross income purchase payments made for annuity contracts purchased for
them by public educational institutions and certain tax-exempt organizations
which are described in Section 501(c)(3) of the Code. You may make this
exclusion to the extent that the aggregate purchase payments plus any other
amounts contributed to purchase the contract and toward benefits under qualified
retirement plans do not exceed your exclusion allowance as determined in
Sections 403(b) and 415 of the Code. Employee contributions are, however,
subject to social security (FICA) tax withholding. All amounts you receive under
a contract, either in the form of annuity payments or cash withdrawal, will be
taxed under Section 72 of the Code as ordinary income for the year received,
except for exclusion of any amounts representing "investment in the contract."
Under certain circumstances, amounts you receive may be used to make a "tax-free
rollover" into one of the types of individual retirement arrangements permitted
under the Code. Amounts you receive that are eligible for "tax-free rollover"
will be subject to an automatic 20% withholding unless you directly roll over
such amounts from the tax-deferred annuity to the individual retirement
arrangement.

With respect to earnings accrued and purchase payments made after December 31,
1988, for a salary reduction agreement under Section 403(b) of the Code,
distributions may be paid only when the employee:

- - attains age 59 1/2,

- - separates from the employer's service,

- - dies,

- - becomes disabled as defined in the Code, or

- - incurs a financial hardship as defined in the Code.

In the case of hardship, cash distributions may not exceed the amount of your
purchase payments. These restrictions do not affect your right to transfer
investments among the Funds and do not limit the availability of transfers
between tax-deferred annuities.

QUALIFIED PENSION OR PROFIT-SHARING PLANS

Under present law, purchase payments made by an employer or trustee, for a plan
or trust qualified under Section 401(a) or 403(a) of the Code, are generally
excludable from the employees gross income. Any purchase payments made by the
employee, or which are considered taxable income to the employee in the year
such payments are made, constitute an "investment in the contract" under Section
72 of the Code for the employee's annuity benefits. Salary reduction payments to
a profit sharing plan qualifying under Section 401(k) of the Code are generally
excludable from the employee's gross income.

The Code requires plans to prohibit any distribution to a plan participant prior
to age 59 1/2, except in the event of death, total disability or separation from
service (special rules apply for plan terminations). Distributions must begin no
later than April 1 of the calendar year following the year in which the
participant reaches age 70 1/2. Premature distribution of benefits or
contributions in excess of those permitted by the Code may result in certain
penalties under the Code.

If an employee, or one or more of the beneficiaries, receives the total amounts
payable with respect to an employee within one taxable year after age 59 1/2 on
account of the employee's death or separation from service of the employer, any
amount received in excess of the employee's "investment in the contract" may be
taxed under special 5-year forward averaging rules. Five-year averaging will no
longer be available after 1999 except for certain grandfathered individuals. You
can elect to have that portion of a lump-sum distribution attributable to years
of participation prior to January 1, 1974 given capital gains treatment. The
percentage of pre-74 distribution subject to capital gains treatment decreases
as follows: 100%, 1987; 95%, 1988; 75%, 1989; 50%, 1990; and 25%, 1991. For tax
years 1992 and later no capital gains treatment is available (except that
taxpayers who were age 50

Form V-4820

                                       26
<PAGE>   31

before 1986 may still elect capital gains treatment). If you receive such a
distribution you may be able to make a "tax-free rollover" of the distribution
less your "investment in the contract" into another qualified plan in which you
are a participant or into one of the types of individual retirement arrangements
permitted under the Code. Your surviving spouse receiving such a distribution
may be able to make a tax-free rollover to one of the types of individual
retirement arrangements permitted under the Code. Amounts received that are
eligible for "tax-free rollover" will be subject to an automatic 20% withholding
unless such amounts are directly rolled over to another qualified plan or
individual retirement arrangement.

INDIVIDUAL RETIREMENT ANNUITIES (IRA)

Section 408(b) of the Code provides that you may invest an amount up to $2,000
per year of earned income in an IRA and claim it as a personal tax deduction if
you are not an "active participant" in an employer maintained qualified
retirement plan or you have adjusted gross income which does not exceed the
"applicable dollar limit." For a single taxpayer, the applicable dollar
limitation is $30,000, with the amount of IRA contribution which may be deducted
reduced proportionately for Adjusted Gross Income between $30,000-$40,000. For
married couples filing jointly, the applicable dollar limitation is $50,000,
with the amount of IRA contribution which may be deducted reduced
proportionately for Adjusted Gross Income between $50,000-$60,000. There is no
deduction allowed for IRA contributions when Adjusted Gross Income reaches
$40,000 for individuals and $60,000 for married couples filing jointly. In the
alternative, if you are otherwise qualified for an IRA you may elect to
contribute to an IRA for yourself and for your non-working spouse, with the
total deduction limited to $4,000.

You may make non-deductible IRA contributions to the extent you are ineligible
to make deductible IRA contributions. Any amount received from another qualified
plan (including another individual retirement arrangement) which is eligible as
a "tax-free rollover" may be invested in an IRA. This is not counted toward the
overall contribution limit. Earnings on nondeductible IRA contributions are not
subject to tax until they are withdrawn. The combined limit on designated
nondeductible and deductible contributions for a tax year is the lesser of 100%
of compensation or $2,000 ($4,000 in the case of an additional contribution to a
spousal IRA).

Generally, distributions (all or part) made prior to age 59 1/2 (except in the
case of death or disability) will result in a penalty tax of 10% plus ordinary
income tax treatment of the amount received. Additionally, there is an excise
tax of 6% of the amount you contributed in excess of either the deductible limit
or nondeductible limit, as indicated above, if you do not withdraw that amount
before filing your income tax return for the year of contribution or apply that
amount as an allowable contribution for a later year. The excise tax continues
to apply each year until the excess contribution is corrected. Distributions
after age 59 1/2 are treated as ordinary income at the time received.
Distributions must begin before April 1 following the year in which you reach
age 70 1/2. A 50% nondeductible excise tax is imposed on the excess in any tax
year of the amount that should have been distributed over the amount actually
distributed.

Section 408A of the Code provides for a special type of IRA called a Roth IRA.
No tax deduction is allowed for contributions to a Roth IRA, but assets grow on
a tax deferred basis. Under certain circumstances, withdrawals from a Roth IRA
can be excludable from income. Eligibility for a Roth IRA is based on adjusted
gross income and filing status. Special rules apply which allow traditional IRAs
to be rolled over or converted to a Roth IRA.

SIMPLIFIED EMPLOYEE PENSION PLANS (SEPPS)

Under Section 408 of the Code, employers may establish SEPPs for their
employees. Under these plans the employer may contribute on behalf of an
employee to an individual retirement account or annuity. The amount of the
contribution is excludable from the employee's income.

Certain employees who participate in a SEPP may elect to have the employer make
contributions to a SEPP on their behalf or to receive the contributions in cash.
If the employee elects to have contributions made on the employee's behalf to a
SEPP, it is not treated as current taxable income to the employee. Elective
deferrals under a SEPP are subject to an inflation-indexed limit which is
$10,000 for 1998. Salary-reduction SEPPs are available

Form V-4820

                                       27
<PAGE>   32

only if at least 50% of the employees elect to have amounts contributed to the
SEPP and if the employer has 25 or fewer employees at all times during the
preceding year. New salary reduction SEPPs may not be established after 1996.

An employee may also take a deduction for individual contributions to the IRA,
subject to the limits applicable to IRAs in general. Withdrawals from the IRAs
to which the employer contributes must be permitted. These withdrawals, however,
are subject to the general rules with respect to withdrawals from IRAs.

WITHHOLDING ON DISTRIBUTION

Distributions from tax-deferred annuities or qualified pension or profit sharing
plans that are eligible for "tax-free rollover" will be subject to an automatic
20% withholding unless such amounts are directly rolled over to an individual
retirement arrangement or another qualified plan. Federal income tax withholding
is required on annuity payments. However, recipients of annuity payments may
elect not to have the tax withheld. This election may be revoked at any time and
withholding would begin after that. If you do not give us your taxpayer
identification number any payments under the contract will automatically be
subject to withholding.

                                PRIOR CONTRACTS

ANNUAL PAYMENT VARIABLE ANNUITY

Before December 15, 1981, we issued Annual Payment Variable Annuity contracts.
Some of these remain active and purchase payments may still be made until
annuity payments begin. These contracts called for deductions from purchase
payments in the following amounts:

<TABLE>
<CAPTION>
                       DEDUCTION FOR   DEDUCTION FOR     DEATH      TOTAL*
  PORTION OF TOTAL         SALES       ADMINISTRATIVE   BENEFIT    COMBINED
  PURCHASE PAYMENTS       EXPENSE         EXPENSE       PREMIUM   DEDUCTIONS
  -----------------    -------------   --------------   -------   ----------
<S>                    <C>             <C>              <C>       <C>
First $10,000               6.3%            2.2%          0.5%       9.0%
Next $15,000                5.5%            2.0%          0.5%       8.0%
Next $25,000                4.8%            1.7%          0.5%       7.0%
Next $50,000                4.0%            1.5%          0.5%       6.0%
Balance over $100,000       3.3%            1.2%          0.5%       5.0%
</TABLE>

*Plus 50(cent) per payment

These deductions are in lieu of any surrender charge, contract administration
charge and deduction for administrative expense as provided for in the contracts
offered in this prospectus. The deduction for mortality and expense risk
undertakings is 1% of the contract value on an annual basis. We may reduce this
deduction at any time and we may increase it not more often than annually to not
more than 1.5%.

These prior contracts provide for annuity payments on a 3 1/2% assumed interest
rate which results in a somewhat smaller initial annuity payment, but one that
rises more rapidly in a rising market and falls more slowly in a declining
market. These contracts provide for accumulation of values only in what now
constitutes the Equity Fund of VAA and VAB and/or Guaranteed Account with
limited transfer privileges between the Guaranteed Account and the Equity Fund.

VARIABLE INTEREST ANNUITY

From July 15, 1981 to November 2, 1982, we issued Variable Interest Annuity
contracts. Purchase payments for these contracts can be continued until annuity
payments begin. These contracts are substantially the same as the contracts
offered in this prospectus except that all contract values are allocated to the
Money Market Fund. There is no right to transfer the contract values to any
other Funds. These contracts also included a guarantee of the investment
performance. Such investment guarantee is regarded as a separate security. The
deduction for mortality, expense and investment risk undertaking is 1.3% of the
contract value on an annual basis. We may reduce this deduction at any time and
we may increase it not more often than annually to not more than 2%.

Form V-4820

                                       28
<PAGE>   33

These contracts do not provide for a deduction from contract value for
administrative expense. They do provide for a contract administration charge and
a surrender charge.

FLEXIBLE PAYMENT COMBINATION ANNUITY

From December 1, 1981 to November 2, 1982, we issued Flexible Payment
Combination Annuity contracts. Purchase payments for these contracts can be
continued until annuity payments begin. These contracts are substantially the
same as the contracts offered in this prospectus except that values can be
accumulated only in what now constitute the Equity Fund of VAA or VAB and/or the
Guaranteed Account. A deduction is made each valuation period for the
administrative expense and mortality and expense risk undertakings equal to 1.1%
on an annual basis. We may reduce this deduction at any time and we may increase
it not more frequently than annually to not more than 1.75%. Although these
contracts provide for limited transfer of values between the Equity Fund and the
Guaranteed Account, transfers are not allowed after annuity payments begin.

MULTIPLE FUNDED COMBINATION ANNUITY

From November 2, 1982 to September 10, 1984, we issued Multiple Funded
Combination Annuity contracts substantially the same as the contracts offered in
this prospectus. However, such prior contracts include a guarantee of the
investment performance of the Money Market Fund and a deduction therefor each
valuation period equal to 0.2% of Money Market assets on an annual basis. Such
investment guarantee is regarded as a separate security. In addition, the rate
for the surrender charge is 5% and the deduction for risk undertakings
is 1.3%.

INVESTAR VISION/TOP SPECTRUM FLEXIBLE PAYMENT VARIABLE ANNUITY

From January 3, 1997 to April 30, 1999 we issued Investar Vision and Top
Spectrum flexible payment variable annuities. These contracts were substantially
the same as the contracts offered in this prospectus. A deduction is made each
valuation period for mortality and expense risk undertakings and for
administrative expenses equal to 1.4% on an annual basis. The annual contract
administration charge is $35. The surrender charge is a percentage of the amount
withdrawn. The percentage varies with the number of years from the date of
purchase payments as follows:

<TABLE>
<CAPTION>
    YEAR        PERCENT
    ----        -------
<S>             <C>
 1st and 2nd     7%
     3rd         6%
     4th         5%
     5th         4%
     6th         2%
     7th         1%
8th and later    0%
</TABLE>

Form V-4820

                                       29
<PAGE>   34

                  ACCUMULATION UNIT VALUES FOR PRIOR CONTRACTS

                        ANNUAL PAYMENT VARIABLE ANNUITY

VAA EQUITY


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 56.953326       $ 54.213096         54,987
   1991            54.213096         64.510143         51,310
   1992            64.510143         68.689335         45,754
   1993            68.689335         77.594885         43,892
   1994            77.594885         77.016062         40,537
   1995            77.016062         96.995665         36,620
   1996            96.995665        113.656777         35,244
   1997           113.656777        132.974317         29,341
   1998           132.974317        139.192132         26,151
   1999           139.192132        165.193487         22,199
</TABLE>


VAB EQUITY


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 60.371234       $ 57.466552         36,191
   1991            57.466552         68.381552         33,557
   1992            68.381552         72.811547         30,548
   1993            72.811547         82.251550         25,610
   1994            82.251550         81.637986         24,924
   1995            81.637986        102.816617         24,630
   1996           102.816617        120.477605         22,849
   1997           120.477605        140.954452         22,582
   1998           140.954452        147.545413         17,171
   1999           147.545413        175.107175         13,635
</TABLE>


                           VARIABLE INTEREST ANNUITY

VAA MONEY MARKET


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 20.571199       $ 21.909036         94,135
   1991            21.909036         22.825685         76,406
   1992            22.825685         23.247080         49,465
   1993            23.247080         23.578345         36,485
   1994            23.578345         24.205890         30,702
   1995            24.205890         25.237165         23,519
   1996            25.237165         26.200345         19,866
   1997            26.200345         27.253241         17,074
   1998            27.253241         28.352494         15,961
   1999            28.352494         29.394756         13,701
</TABLE>


Form V-4820

                                       30
<PAGE>   35

VAB MONEY MARKET


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 20.571199       $ 21.909036         70,747
   1991            21.909036         22.825685         54,444
   1992            22.825685         23.247080         44,016
   1993            23.247080         23.578345         35,017
   1994            23.578345         24.205890         30,075
   1995            24.205890         25.237165         29,059
   1996            25.237165         26.200345         28,910
   1997            26.200345         27.253241         27,553
   1998            27.253241         28.352494          8,368
   1999            28.352494         29.394756          6,924
</TABLE>


                      FLEXIBLE PAYMENT COMBINATION ANNUITY

VAA EQUITY


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 32.260450       $ 30.677737         24,226
   1991            30.677737         36.468472         23,107
   1992            36.468472         38.792521         22,601
   1993            38.792521         43.778639         22,887
   1994            43.778639         43.409203         20,039
   1995            43.409203         54.616584         20,564
   1996            54.616584         63.934367         20,212
   1997            63.934367         74.726955         20,567
   1998           74.7326955         78.143774         18,686
   1999            78.143774         92.649498         12,092
</TABLE>


VAB EQUITY


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 31.071251       $ 29.546880          3,439
   1991            29.546880         35.124150          3,428
   1992            35.124150         37.362530          1,864
   1993            37.362530         42.164841          1,849
   1994            42.164841         41.809023          1,833
   1995            41.809023         52.603280          1,095
   1996            52.603280         61.577580          1,109
   1997            61.577580         71.972334          1,121
   1998            71.972334         75.263201          1,141
   1999            75.263201         89.234207            768
</TABLE>


Form V-4820

                                       31
<PAGE>   36


                 MULTIPLE FUNDED COMBINATION ANNUITY ("TOP I")


VAA EQUITY


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 25.819181       $ 24.552478        227,378
   1991            24.552478         29.187005        209,706
   1992            29.187005         31.047017        195,926
   1993            31.047017         35.037574        189,725
   1994            35.037574         34.741902        183,889
   1995            34.741902         43.711561        185,550
   1996            43.711561         51.168913        183,969
   1997            51.168913         59.806603        172,235
   1998            59.806603         62.541201        150,434
   1999            62.541201         74.150642        131,063
</TABLE>



VAB EQUITY



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 26.965078       $ 25.642156         37,320
   1991            25.642156         30.482379         34,831
   1992            30.482379         32.424943         31,442
   1993            32.424943         36.592684         31,997
   1994            36.592684         36.283811         30,805
   1995            36.283811         45.651565         22,160
   1996            45.651565         53.439888         22,720
   1997            53.439888         62.460938         23,678
   1998            62.460938         65.316911         23,801
   1999            65.316911         77.441596         15,771
</TABLE>


VAA MONEY MARKET


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 15.587258       $ 16.600960         66,701
   1991            16.600960         17.295517         53,715
   1992            17.295517         17.614815         40,163
   1993            17.614815         17.865828         32,193
   1994            17.865828         18.341334         33,908
   1995            18.341334         19.122749         26,823
   1996            19.122749         19.852565         19,326
   1997            19.852565         20.650358         17,640
   1998            20.650358         21.483279         24,712
   1999            21.483279         22.273016         19,340
</TABLE>



VAB MONEY MARKET



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 15.599344       $ 16.613832         74,879
   1991            16.613832         17.308925         71,106
   1992            17.308925         17.628473         67,360
   1993            17.628473         17.879672         17,645
   1994            17.879672         18.355539         11,948
   1995            18.355539         19.137562          5,896
   1996            19.137562         19.867953          6,004
   1997            19.867953         20.666372          6,102
   1998            20.666372         21.499933          4,311
   1999            21.499933         22.290284          4,423
</TABLE>


Form V-4820

                                       32
<PAGE>   37

VAA BOND


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 17.438080       $ 18.596379         43,782
   1991            18.596379         20.777538         38,147
   1992            20.777538         22.101548         40,781
   1993            22.101548         24.198199         33,461
   1994            24.198199         23.016849         32,609
   1995            23.016849         27.068171         30,431
   1996            27.068171         27.765946         26,417
   1997            27.765946         30.128230         19,546
   1998            30.128230         31.234606         18,756
   1999            31.234606         31.073387         18,331
</TABLE>



VAB BOND



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 17.427516       $ 18.585115          5,481
   1991            18.585115         20.764956          4,532
   1992            20.764956         22.088165          4,261
   1993            22.088165         24.183549          3,921
   1994            24.183549         23.002903          3,679
   1995            23.002903         27.051775          3,601
   1996            27.051775         27.749128          3,122
   1997            27.749128         29.994642            723
   1998            29.994642         31.215693          2,869
   1999            31.215693         31.054566          2,902
</TABLE>


VAA OMNI


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 17.425546       $ 17.565065        143,084
   1991            17.565065         20.526604        136,984
   1992            20.526604         22.049934        138,165
   1993            22.049934         24.613344        151,630
   1994            24.613344         24.217555        140,851
   1995            24.217555         29.404272        134,309
   1996            29.404272         33.604216        133,427
   1997            33.604216         39.270518        127,406
   1998            39.270518         40.603031        124,948
   1999            40.603031         44.721902        105,792
</TABLE>



VAB OMNI



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1990          $ 17.400912       $ 17.540233         46,036
   1991            17.540233         20.497592         46,892
   1992            20.497592         22.018769         48,792
   1993            22.018769         24.578556         53,581
   1994            24.578556         24.183329         52,580
   1995            24.183329         29.362718         53,357
   1996            29.362718         33.556721         53,263
   1997            33.556721         39.215015         52,426
   1998            39.215015         40.545640         24,611
   1999            40.545640         44.658692         20,370
</TABLE>


Form V-4820

                                       33
<PAGE>   38


INTERNATIONAL



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1993*         $ 10.000000       $ 12.404596       36,879        1,427
   1994            12.404596         13.259582      103,976       13,999
   1995            13.259582         14.702847      112,362       17,006
   1996            14.702847         16.648702      116,301       18,085
   1997            16.648702         16.815772      100,572       15,613
   1998            16.815772         17.278635       78,452       12,488
   1999            17.278635         28.609795       63,487        8,563
</TABLE>



CAPITAL APPRECIATION



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1995*         $ 10.000000       $ 11.370573        8,261          456
   1996            11.370573         13.018249       11,321          786
   1997            13.018249         14.832378       21,166        1,426
   1998            14.832378         15.538473       23,962        5,710
   1999            15.538473         16.361968       28,664        5,710
</TABLE>



SMALL CAP



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1995*         $ 10.000000       $ 12.201273       16,139            0
   1996            12.201273         14.205207       21,891            0
   1997            14.205207         15.240569       21,377            0
   1998            15.240569         16.668731       27,574            0
   1999            16.668731         34.040041       47,967            0
</TABLE>



INTERNATIONAL SMALL COMPANY



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999*         $ 10.000000       $ 26.188124          231            0
</TABLE>



CORE GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999*         $ 10.000000       $ 14.122842          783            0
</TABLE>



GROWTH & INCOME



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999*         $ 10.000000       $ 13.191296        1,630        1,878
</TABLE>



CAPITAL GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999*         $ 10.000000       $ 14.195676          247            0
</TABLE>



S&P 500 INDEX



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999*         $ 10.000000       $ 11.093933        4,722            0
</TABLE>


Form V-4820

                                       34
<PAGE>   39


BLUE CHIP



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999*         $ 10.000000       $ 10.358691          699            0
</TABLE>



GOLDMAN SACHS GROWTH AND INCOME



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999*         $ 10.000000       $ 10.502077           81            0
</TABLE>



GOLDMAN SACHS CORE U.S. EQUITY



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999*         $ 10.000000       $ 10.924941            0        2,216
</TABLE>



JANUS GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999*         $ 10.000000       $ 11.657335        7,707            0
</TABLE>



JANUS WORLDWIDE GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999*         $ 10.000000       $ 13.225533        3,185            0
</TABLE>



JANUS BALANCED



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999*         $ 10.000000       $ 11.025619        9,739            0
</TABLE>



STRONG MID CAP GROWTH II



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT    VAA UNITS     VAB UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    END OF YEAR   END OF YEAR
- -----------   -----------------   -------------   -----------   -----------
<S>           <C>                 <C>             <C>           <C>
   1999*         $ 10.000000       $ 12.916791        1,510            0
</TABLE>



* International fund was added April 30, 1993. Capital Appreciation and Small
Cap funds were added March 31, 1995. International Small Company, Aggressive
Growth, Core Growth, Growth & Income, Capital Growth, S&P 500 Index, Social
Awareness, High Income Bond, Equity Income, Blue Chip, Dow Target 10, Dow Target
5, Goldman Sachs Growth and Income, Goldman Sachs CORE U.S. Equity, Goldman
Sachs Capital Growth, Janus Growth, Janus Worldwide Growth, Janus Balanced,
Lazard Small Cap, Lazard Emerging Markets, Morgan Stanley U.S. Real Estate,
Strong Mid Cap Growth II, Strong Opportunity II and Strong Schafer Value II
funds were made available under these contracts on November 1, 1999.



       INVESTAR VISION AND TOP SPECTRUM FLEXIBLE PAYMENT VARIABLE ANNUITY



EQUITY



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
1997             $ 10.000000       $ 11.599062         82,440
1998               11.599062         12.093494        277,925
1999               12.093494         14.295961        239,130
</TABLE>


Form V-4820

                                       35
<PAGE>   40


MONEY MARKET



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1997          $ 10.000000       $ 10.388381         65,172
   1998            10.388381         10.796720        122,681
   1999           110.796720         11.182556        103,091
</TABLE>



BOND



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1997          $ 10.000000       $ 10.791393         12,183
   1998            10.791393         11.197447        126,324
   1999            11.197447         11.106666         85,725
</TABLE>



OMNI



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1997          $ 10.000000       $ 11.608584        102,587
   1998            11.608584         11.966933        300,484
   1999            11.966933         13.141868        258,876
</TABLE>



INTERNATIONAL



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1997          $ 10.000000       $ 10.114943         86,113
   1998            10.114943         10.362585        120,242
   1999            10.362585         17.107592         90,063
</TABLE>



CAPITAL APPRECIATION



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1997          $ 10.000000       $ 11.366198         93,956
   1998            11.366198         11.872017        210,773
   1999            11.872017         12.464184        168,262
</TABLE>



SMALL CAP



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1997          $ 10.000000       $ 10.854875         54,898
   1998            10.854875         11.836906        146,789
   1999            11.836906         24.101318        148,302
</TABLE>



INTERNATIONAL SMALL COMPANY (GLOBAL CONTRARIAN)



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1997          $ 10.000000       $ 11.036950         16,423
   1998            11.036950         11.268548         27,971
   1999            11.268548         23.172470         29,582
</TABLE>



AGGRESSIVE GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1997          $ 10.000000       $ 11.150420         26,996
   1998            11.150420         11.858619         92,803
   1999            11.858619         12.368283         91,754
</TABLE>


Form V-4820

                                       36
<PAGE>   41


S&P 500 INDEX



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1998*         $ 10.000000       $ 11.452642        118,264
   1999            11.452642         14.189120        324,817
</TABLE>



CORE GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1999*         $ 10.000000       $ 14.116011          1,003
</TABLE>



GROWTH & INCOME



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1999*         $ 10.000000       $ 14.870514            240
</TABLE>



CAPITAL GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1999*         $ 10.000000       $ 30.942431          1,323
</TABLE>



STRATEGIC INCOME



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1997          $ 10.000000       $ 10.724151        100,248
   1998            10.724151         10.425769        179,803
   1999            10.425769          9.787698        109,609
</TABLE>



FIRSTAR GROWTH & INCOME (STELLAR)



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1997          $ 10.000000       $ 10.818421         56,527
   1998            10.818421         10.980827        122,557
   1999            10.980827         11.020029         99,834
</TABLE>



RELATIVE VALUE



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1997          $ 10.000000       $ 12.651115        250,298
   1998            12.651115         15.061199        663,668
   1999            15.061199         15.956711        630,191
</TABLE>



EMERGING MARKETS



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1997          $ 10.000000       $  9.788417         32,560
   1998             9.788417          6.030274         51,176
   1999             6.030274         11.482079         43,692
</TABLE>



GOLDMAN SACHS CAPITAL GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1998*         $ 10.000000       $ 11.582489         36,645
   1999            11.582489         14.522089         55,854
</TABLE>


Form V-4820

                                       37
<PAGE>   42

WORLDWIDE GROWTH


<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1998*         $ 10.000000       $ 10.308701         63,482
   1999            10.308701         16.718939        141,812
</TABLE>



BALANCED SUBACCOUNT



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
  1998*          $ 10.000000       $ 11.955678        142,767
   1999            11.955678         14.945572        401,500
</TABLE>



GOLDMAN SACHS CORE U.S. EQUITY



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1999*         $ 10.000000       $ 12.485861          9,482
</TABLE>



JANUS GROWTH



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1999*         $ 10.000000       $ 16.412037         14,331
</TABLE>



MORGAN STANLEY U.S. REAL ESTATE



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1999*         $ 10.000000       $  8.687826          3,270
</TABLE>



STRONG MID CAP GROWTH II



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1999*         $ 10.000000       $ 21.584486          1,645
</TABLE>



STRONG OPPORTUNITY II



<TABLE>
<CAPTION>
YEAR ENDED      UNIT VALUE AT     UNIT VALUE AT   NUMBER OF UNITS
DECEMBER 31   BEGINNING OF YEAR    END OF YEAR    AT END OF YEAR
- -----------   -----------------   -------------   ---------------
<S>           <C>                 <C>             <C>
   1999*         $ 10.000000       $ 12.694022            118
</TABLE>



* S&P 500 Index, Goldman Sachs Capital Growth, Janus Worldwide Growth and Janus
Balanced funds were made available under these contracts May 1, 1998. Core
Growth, Growth & Income, Capital Growth, Social Awareness, High Income Bond,
Equity Income, Blue Chip, Dow Target 10, Dow Target 5, Goldman Sachs, CORE U.S.
Equity, Goldman Sachs Growth and Income, Janus Growth, Lazard Small Cap, Morgan
Stanley U.S. Real Estate, Strong Mid Cap Growth II, Strong Opportunity II and
Strong Schafer Value II funds were made available under these contracts on
November 1, 1999.


Form V-4820

                                       38
<PAGE>   43

APPENDIX A

                            IRA DISCLOSURE STATEMENT

This statement is designed to help you understand the requirements of federal
tax law which apply to your individual retirement annuity (IRA), your Roth IRA,
your simplified employee pension IRA (SEPP-IRA) for employer contributions, your
Savings Incentive Match Plan for Employees (SIMPLE) IRA, or to one you purchase
for your spouse. You can obtain more information regarding your IRA either from
your sales representative or from any district office of the Internal Revenue
Service.

FREE LOOK PERIOD

The annuity contract offered by this prospectus gives you the opportunity to
return the contract for a full refund within 20 days after it is delivered. To
exercise this "free-look" provision write or call the address shown below:

The Ohio National Life Insurance Company
Variable Annuity Administration
P. O. Box 2669
Cincinnati, Ohio 45201
Telephone: 1-800-366-6654 -- 8:30 a.m. - 4:30 p.m. (Eastern time zone)

ELIGIBILITY REQUIREMENTS

IRAs are intended for all persons with earned compensation whether or not they
are covered under other retirement programs. Additionally if you have a
non-working spouse (and you file a joint tax return), you may establish an IRA
on behalf of your non-working spouse. A working spouse may establish his or her
own IRA. A divorced spouse receiving taxable alimony (and no other income) may
also establish an IRA.

CONTRIBUTIONS AND DEDUCTIONS

Contributions to your IRA will be deductible if you are not an "active
participant" in an employer maintained qualified retirement plan or you have
Adjusted Gross Income which does not exceed the "applicable dollar limit." IRA
(or SEPP-IRA) contributions must be made by no later than the time you file your
income tax return for that year. For a single taxpayer, the applicable dollar
limitation is $30,000, with the amount of IRA contribution which may be deducted
reduced proportionately for Adjusted Gross Income between $30,000-$40,000. For
married couples filing jointly, the applicable dollar limitation is $50,000,
with the amount of IRA contribution which may be deducted reduced
proportionately for Adjusted Gross Income between $50,000-$60,000. There is no
deduction allowed for IRA contributions when Adjusted Gross Income reaches
$40,000 for individuals and $60,000 for married couples filing jointly.

Contributions made by your employer to your SEPP-IRA are excludable from your
gross income for tax purposes in the calendar year for which the amount is
contributed. Certain employees who participate in a SEPP-IRA will be entitled to
elect to have their employer make contributions to their SEPP-IRA on their
behalf or to receive the contributions in cash. If the employee elects to have
contributions made on the employee's behalf to the SEPP, those funds are not
treated as current taxable income to the employee. Elective deferrals under a
SEPP-IRA are subject to an inflation-adjusted limit which is $10,000 for 1998.
Salary-reduction SEPP-IRAs (also called "SARSEPs") are available only if at
least 50% of the employees elect to have amounts contributed to the SEPP-IRA and
if the employer has 25 or fewer employees at all times during the preceding
year. New salary reduction SEPPs may not be established after 1996.

The IRA maximum annual contribution and your tax deduction is limited to the
lesser of: (1) $2,000 or (2) 100% of your earned compensation. Contributions in
excess of the deduction limits may be subject to penalty. See below.

Form V-4820

                                       39
<PAGE>   44

Under a SEPP-IRA agreement, the maximum annual contribution which your employer
may make on your behalf to a SEPP-IRA contract which is excludable from your
income is the lesser of 15% of your salary or $24,000. An employee who is a
participant in a SEPP-IRA agreement may make after-tax contributions to the
SEPP-IRA contract, subject to the contribution limits applicable to IRAs in
general. Those employee contributions will be deductible subject to the
deductibility rules described above.

The maximum tax deductible annual contribution that a divorced spouse with no
other income may make to an IRA is the lesser of (1) $2,000 or (2) 100% of
taxable alimony.

If you or your employer should contribute more than the maximum contribution
amount to your IRA or SEPP-IRA, the excess amount will be considered an "excess
contribution." You are permitted to withdraw an excess contribution from your
IRA or SEPP-IRA before your tax filing date without adverse tax consequences.
If, however, you fail to withdraw any such excess contribution before your tax
filing date, a 6% excise tax will be imposed on the excess for the tax year of
contribution.

Once the 6% excise tax has been imposed, an additional 6% penalty for the
following tax year can be avoided if the excess is (1) withdrawn before the end
of the following year, or (2) treated as a current contribution for the
following year. (See Premature Distributions for penalties imposed on withdrawal
when the contribution exceeds $2,200).

IRA FOR NON-WORKING SPOUSE

If you establish an IRA for yourself, you may also be eligible to establish an
IRA for your "non-working" spouse. In order to be eligible to establish such a
spousal IRA, you must file a joint tax return with your spouse and if your
non-working spouse has compensation, his/her compensation must be less than your
compensation for the year. Contributions of up to $2,000 each may be made to
your IRA and the spousal IRA if the combined compensation of you and your spouse
is at least equal to the amount contributed. If requirements for deductibility
(including income levels) are met, you will be able to deduct an amount equal to
the least of (i) the amount contributed to the IRA's; (ii) $4,000; or (iii) 100%
of your combined gross income.

Contributions in excess of the contribution limits may be subject to penalty.
See above under "Contributions and Deductions". If you contribute more than the
allowable amount, the excess portion will be considered an excess contribution.
The rules for correcting it are the same as discussed above for regular IRAs.

Other than the items mentioned in this section, all of the requirements
generally applicable to IRAs are also applicable to IRAs established for
non-working spouses.

ROLLOVER CONTRIBUTION

Once every year, you are permitted to withdraw any portion of the value of your
IRA or SEPP-IRA and reinvest it in another IRA or bond. Withdrawals may also be
made from other IRAs and contributed to this contract. This transfer of funds
from one IRA to another is called a "rollover" IRA. To qualify as a rollover
contribution, the entire portion of the withdrawal must be reinvested in another
IRA within 60 days after the date it is received. You will not be allowed a
tax-deduction for the amount of any rollover contribution.

A similar type of rollover to an IRA can be made with the proceeds of a
qualified distribution from a qualified retirement plan or tax-sheltered
annuity. Properly made, such a distribution will not be taxable until you
receive payments from the IRA created with it. Unless you were a self-employed
participant in the distributing plan, you may later rollover such a contribution
to another qualified retirement plan as long as you have not mixed it with IRA
(or SEPP-IRA) contributions you have deducted from your income. (You may roll
less than all of a qualified distribution into an IRA, but any part of it not
rolled over will be currently includable in your income without any capital
gains treatment.)

Form V-4820

                                       40
<PAGE>   45

PREMATURE DISTRIBUTIONS

At no time can your interest in your IRA or SEPP-IRA be forfeited. To insure
that your contributions will be used for your retirement, the federal tax law
does not permit you to use your IRA or SEPP-IRA as security for a loan.
Furthermore, as a general rule, you may not sell or assign your interest in your
IRA or SEPP-IRA to anyone. Use of an IRA (or SEPP-IRA) as security or assignment
of it to another will invalidate the entire annuity. It then will be includable
in your income in the year it is invalidated and will be subject to a 10%
penalty tax if you are not at least age 59 1/2 or totally disabled unless you
comply with special rules requiring distributions to be made at least annually
over your life expectancy.

The 10% penalty tax does not apply to the withdrawal of an excess contribution
as long as the excess is withdrawn before the due date of your tax return.
Withdrawals of excess contributions after the due date of your tax return will
generally be subject to the 10% penalty unless the excess contribution results
from erroneous information from a plan trustee making an excess rollover
contribution or unless you are over age 59 1/2 or are disabled.

DISTRIBUTION AT RETIREMENT

Once you have attained age 59 1/2 (or have become totally disabled), you may
elect to receive a distribution of your IRA (or SEPP-IRA) regardless of when you
actually retire. You may elect to receive the distribution in either one sum or
under any one of the periodic payment options available under the contract. The
distributions from your IRA under any one of the periodic payment options or in
one sum will be treated as ordinary income as you receive them.

INADEQUATE DISTRIBUTIONS -- 50% TAX

Your IRA or SEPP-IRA is intended to provide retirement benefits over your
lifetime. Thus, federal law requires that you either (1) receive a lump-sum
distribution of your IRA by April 1 of the year following the year in which you
attain age 70 1/2 or (2) start to receive periodic payments by that date. If you
elect to receive periodic payments, those payments must be sufficient to pay out
the entire value of your IRA during your life expectancy (or over the joint life
expectancies of you and your spouse). If the payments are not sufficient to meet
these requirements, an excise tax of 50% will be imposed on the amount of any
underpayment.

DEATH BENEFITS

If you, (or your surviving spouse) die before receiving the entire value of your
IRA (or SEPP-IRA), the remaining interest must be distributed to your
beneficiary (or your surviving spouse's beneficiary) in one lump-sum within 5
years of death, or applied to purchase an immediate annuity for the beneficiary.
This annuity must be payable over the life expectancy of the beneficiary
beginning within one year after your or your spouse's death. If your spouse is
the designated beneficiary, he or she is treated as the owner of the IRA. If
minimum required distributions have begun, the entire amount must be distributed
at least as rapidly as if the owner had survived. A distribution of the balance
of your IRA upon your death will not be considered a gift for federal tax
purposes, but will be included in your gross estate for purposes of federal
estate taxes.

ROTH IRAS

Section 408A of the Code permits eligible individuals to contribute to a type of
IRA known as a "Roth IRA." Contributions may be made to a Roth IRA by taxpayers
with adjusted gross incomes of less than $160,000 for married individuals filing
jointly and less than $100,000 for single individuals. Married individuals
filing separately are not eligible to contribute to a Roth IRA. The maximum
amount of contributions allowable for any taxable year to all Roth IRAs
maintained by an individual is generally the lesser of $2,000 and 100% of
compensation for that year (the $2,000 limit is phased out for incomes between
$150,000 and $160,000 for married and between $95,000 and $110,000 for singles).
The contribution limit is reduced by the amount of any contributions made to a
non-Roth IRA. Contributions to a Roth IRA are not deductible.

Form V-4820

                                       41
<PAGE>   46

For taxpayers with adjusted gross income of $100,000 or less, all or part of
amounts in a non-Roth IRA may be converted, transferred or rolled over to a Roth
IRA. Some or all of the IRA value will typically be includable in the taxpayer's
gross income. If such a rollover, transfer or conversion occurred before 1/1/99,
the portion of the amount includable in gross income must be included in income
ratably over the next four years beginning with the year in which the
transaction occurred. Provided a rollover contribution meets the requirements
for IRAs under Section 408(d)(3) of the Code, a rollover may be made from a Roth
IRA to another Roth IRA.

UNDER SOME CIRCUMSTANCES, IT MAY NOT BE ADVISABLE TO ROLL OVER, TRANSFER OR
CONVERT ALL OR PART OF A NON-ROTH IRA TO A ROTH IRA. PERSONS CONSIDERING A
ROLLOVER, TRANSFER OR CONVERSION SHOULD CONSULT THEIR OWN TAX ADVISOR.

"Qualified distributions" from a Roth IRA are excludable from gross income. A
"qualified distribution" is a distribution that satisfies two requirements: (1)
the distribution must be made (a) after the owner of the IRA attains age 59 1/2;
(b) after the owner's death; (c) due to the owner's disability; or (d) for a
qualified first time homebuyer distribution within the meaning of Section
72(t)(2)(F) of the Code; and (2) the distribution must be made in the year that
is at least five years after the first year for which a contribution was made to
any Roth IRA established for the owner or five years after a rollover, transfer
or conversion was made from a non-Roth IRA to a Roth IRA. Distributions from a
Roth IRA that are not qualified distributions will be treated as made first from
contributions and then from earnings, and taxed generally in the same manner as
distributions from a non-Roth IRA.

Distributions from a Roth IRA need not commence at age 70 1/2. However, if the
owner dies before the entire interest in a Roth IRA is distributed, any
remaining interest in the contract must be distributed by December 31 of the
calendar year containing the fifth anniversary of the owner's death subject to
certain exceptions.

PROTOTYPE STATUS

The Internal Revenue Service has been requested to review the format of your
SEPP, and to issue an opinion letter to Ohio National Life stating that your IRA
qualifies as a prototype SEPP.

REPORTING TO THE IRS

Whenever you are liable for one of the penalty taxes discussed above (6% for
excess contributions, 10% for premature distributions or 50% for under
payments), you must file Form 5329 with the Internal Revenue Service. The form
is to be attached to your federal income tax return for the tax year in which
the penalty applies. Normal contributions and distributions must be shown on
your income tax return for the year to which they relate.

Form V-4820

                                       42
<PAGE>   47

                    ILLUSTRATION OF IRA FIXED ACCUMULATIONS

<TABLE>
<CAPTION>
                        AGE 60                          AGE 65                          AGE 70
                      GUARANTEED                      GUARANTEED                      GUARANTEED
                    SURRENDER VALUE                 SURRENDER VALUE                 SURRENDER VALUE
             -----------------------------   -----------------------------   -----------------------------
                                $2,000                          $2,000                          $2,000
                $1,000         ONE TIME         $1,000         ONE TIME         $1,000         ONE TIME
 CONTRACT       ANNUAL         LUMP SUM         ANNUAL         LUMP SUM         ANNUAL         LUMP SUM
ANNIVERSARY  CONTRIBUTIONS   CONTRIBUTION    CONTRIBUTIONS   CONTRIBUTION    CONTRIBUTIONS   CONTRIBUTION
- -----------  -------------   -------------   -------------   -------------   -------------   -------------
<S>          <C>             <C>             <C>             <C>             <C>             <C>             <C>
     1         $    933        $  1,895        $    933        $  1,895        $    933        $  1,895
     2            1,917           1,955           1,917           1,955           1,917           1,955
     3            2,933           2,006           2,933           2,006           2,933           2,006
     4            3,990           2,058           3,990           2,058           3,990           2,058
     5            5,089           2,116           5,089           2,116           5,089           2,116
     6            6,234           2,177           6,234           2,177           6,234           2,177
     7            7,435           2,240           7,435           2,240           7,435           2,240
     8            8,686           2,306           8,686           2,306           8,868           2,306
     9           10,069           2,529          10,069           2,529          10,069           2,529
    10           11,506           2,600          11,506           2,600          11,506           2,600
    15           19,604           3,001          19,604           3,001          19,604           3,001
    20           29,456           3,489          29,456           3,489          29,456           3,489
    25           41,442           4,082          41,442           4,082          41,442           4,082
    30           56,026           4,804          56,026           4,804          56,026           4,804
    35           73,769           5,683          73,769           5,683          73,769           5,683
    40           95,356           6,751          95,356           6,751          95,356           6,751
    45          121,620           8,051         121,620           8,051         121,620           8,051
    50          153,574           9,633         153,574           9,633         153,574           9,633
    55          192,451          11,558         192,451          11,558         192,451          11,558
    60          239,751          13,900         239,751          13,900         239,751          13,900
    65                                          297,298          16,748         297,298          16,748
    70                                          367,313          20,215         367,313          20,215
</TABLE>

- - Guaranteed Interest Rate: 3.25% is applicable to each contract anniversary.

- - The Surrender Value is the Accumulation Values less the Contingent Deferred
  Sales Charge.

Form V-4820

                                       43
<PAGE>   48


<TABLE>
<S>                                                             <C>
        STATEMENT OF ADDITIONAL INFORMATION CONTENTS
Custodian
Independent Certified Public Accountants
Underwriter
Calculation of Money Market Yield
Total Return
Loans under Tax-Sheltered Annuities (VAA only)
Financial Statements for Ohio National Life and VAA or VAB
</TABLE>


Form V-4820

                                       44
<PAGE>   49
                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION
<PAGE>   50




                        OHIO NATIONAL VARIABLE ACCOUNT A
                                       AND
                        OHIO NATIONAL VARIABLE ACCOUNT B
                                       OF
                    THE OHIO NATIONAL LIFE INSURANCE COMPANY

                                One Financial Way
                             Montgomery, Ohio 45242
                            Telephone (513) 794-6514


                       STATEMENT OF ADDITIONAL INFORMATION


                                  May 1, 2000

This Statement of Additional Information is not a prospectus. Read it along
with the prospectus for Ohio National Variable Accounts A and B ("VAA" and
"VAB") flexible purchase payment individual variable annuity contracts dated
May 1, 2000. To get a  free copy of the prospectus for VAA and VAB, write or
call us at the above  address.



                                Table of Contents

<TABLE>
<CAPTION>

<S>                                                                                            <C>
          Custodian .........................................................................   2
          Independent Certified Public Accountants ..........................................   2
          Underwriter .......................................................................   2
          Calculation of Money Market Yield .................................................   3
          Total Return ......................................................................   3
          Loans Under Tax-sheltered Annuities ...............................................   4
          Financial Statements ..............................................................   6

</TABLE>





                                "TOP TRADITION"
<PAGE>   51


CUSTODIAN

We have a custody agreement with Firstar Bank, N.A., Cincinnati, Ohio, under
which Firstar holds custody of VAA's and VAB's assets. The agreement provides
for Firstar to purchase Fund shares at their net asset value determined as of
the end of the valuation period during which we receive the deposit. At our
instruction, Firstar redeems the Fund shares held by VAA and VAB at their net
asset value determined as of the end of the valuation period during which we
receive or make a redemption request. In addition, Firstar keeps appropriate
records of all of VAA's and VAB's transactions in Fund shares.

The custody agreement requires Firstar to always have aggregate capital, surplus
and undivided profit of not less than $2 million. It does not allow Firstar to
resign until (a) a successor custodian bank having the above qualifications has
agreed to serve as custodian, or (b) VAA and VAB have been completely liquidated
and the liquidation proceeds properly distributed. Subject to these conditions,
the custody agreement may be terminated by either us or Firstar upon sixty days
written notice. We pay Firstar a fee for its services as custodian.


INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The financial statements of VAA and VAB as of December 31, 1999 and for the
periods indicated and our consolidated financial statements as of December 31,
1999 and 1998 and for the periods indicated have been included or incorporated
by reference in reliance upon the reports of KPMG LLP, independent certified
public accountants, also appearing herein, and upon that firm's authority as
experts in accounting and auditing.


UNDERWRITER

We offer the contracts continuously. Before May 1, 1997, The O. N. Equity Sales
Company ("ONESCO"), a wholly-owned subsidiary of ours, was the principal
underwriter of the contracts. Since May 1, 1997, the principal underwriter has
been Ohio National Equities, Inc. ("ONEQ"), another wholly-owned subsidiary of
ours. The aggregate amount of commissions paid to ONESCO and ONEQ for contracts
issued by VAA, and the amounts retained by ONESCO and ONEQ, for each of the last
three years have been:

<TABLE>
<CAPTION>

                              ONESCO                ONEQ               ONESCO              ONEQ
                             Aggregate            Aggregate           Retained           Retained
Year                        Commissions          Commissions        Commissions        Commissions
- ----                        -----------          -----------        -----------        -----------
<S>                         <C>                 <C>                 <C>                <C>
1999                           None             $14,608,378             None           $2,619,496
1998                           None               6,658,441             None              827,720
1997                        $  903,146            2,997,646           $ 89,572            297,299

</TABLE>

For contracts issued by VAB, those amounts have been:



                                       2
<PAGE>   52


<TABLE>
<CAPTION>

                              ONESCO                ONEQ               ONESCO              ONEQ
                             Aggregate            Aggregate           Retained           Retained
Year                        Commissions          Commissions        Commissions        Commissions
- ----                        -----------          -----------        -----------        -----------
<S>                         <C>                  <C>                <C>                <C>
1999                           None               $  554,994             None            $ 99,518
1998                           None                  934,575            None              116,178
1997                        $  330,599             1,097,297          $ 32,788            108,827

</TABLE>


CALCULATION OF MONEY MARKET YIELD


The annualized current yield of the Money Market subaccount for the seven days
ended on December 31, 1999, was 4.62%. This was calculated by determining the
net change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one Money Market accumulation unit at
the beginning of the seven-day period, dividing the net change in value by the
beginning value to obtain the seven-day return, and multiplying the difference
by 365/7. The result is rounded to the nearest hundredth of one percent.


TOTAL RETURN

The average annual compounded rate of return for a contract for each subaccount
over a given period is found by equating the initial amount invested to the
ending redeemable value using the following formula:

                                         n
                                 P(1 + T)  = ERV

      where:      P = a hypothetical initial payment of $1,000,
                  T = the average annual total return,
                  n = the number of years, and
                  ERV = the ending redeemable value of a hypothetical $1,000
                  beginning-of-period payment at the end of the period (or
                  fractional portion thereof).

We will up-date standardized total return data based upon Fund performance in
the subaccounts within 30 days after each calendar quarter.

In addition, we may present non-standardized total return data, using the above
formula but based upon Fund performance before the date we first offered this
series of contracts (September 10, 1984). This will be presented as if the same
charges and deductions applying to these contracts had been in effect from the
inception of each Fund. Note that, for purposes of these calculations, we
convert the $30 annual contract administration charge to an annual percentage
charge of 0.10%. This is based upon an average contract value of $30,000. The
actual effect that the contract administration charge would have on total
returns would be less than that percentage for contracts having a higher value
and greater than that for contracts having a lower value.

                                       3
<PAGE>   53

The average annual total returns for the contracts from the inception of each
Fund and for the one-, five- and ten-year periods ending on December 31, 1999
(assuming surrender of the contract then) are as follows:

<TABLE>
<CAPTION>
                                                                                                           Returns        Fund
                                               One        Five            Ten            From Fund         in VAA*        Inception
                                               Year       Years          Years           Inception         and VAB*       Date
                                               ----       -----          -----           ---------         --------       ---------
<S>                                          <C>        <C>            <C>               <C>              <C>            <C>
Ohio National Fund:
     Money Market                              3.88%       4.17%          3.84%             5.92%            5.92%        3-20-80
     Equity                                   18.56%      16.37%         11.13%             9.96%            9.96%        1-14-71
     Bond                                     (0.52%)      6.19%          5.95%             6.83%            6.83%        11-2-82
     Omni                                     10.14%      13.05%          9.88%            10.28%           10.28%        9-10-84
     S&P 500 Index                            24.26%        N/A            N/A             27.76%           27.76%         1-3-97
     International                            65.58%      16.63%           N/A             17.08%           17.08%        4-30-93
     International Small Company             106.25%        N/A            N/A             24.14%           24.14%        3-31-95
     Capital Appreciation                      5.30%      11.78%           N/A             11.03%           11.03%         5-1-94
     Small Cap                               104.21%      29.70%           N/A             29.95%           29.95%         5-1-94
     Aggressive Growth                         4.61%        N/A            N/A              9.77%            9.77%        3-31-95
     Core Growth                             102.72%        N/A            N/A             27.95%           27.95%         1-3-97
     Growth & Income                          60.48%        N/A            N/A             32.01%           32.01%         1-3-97
     Capital Growth                          199.09%        N/A            N/A            104.69%          104.69%         5-1-98
     Social Awareness                         16.41%        N/A            N/A              3.55%            3.55%         1-3-97
     High Income Bond                          0.84%        N/A            N/A             (0.06%)          (0.06%)        5-1-98
     Equity Income                            17.29%        N/A            N/A             14.17%           14.17%         5-1-98
     Blue Chip                                 4.71%        N/A            N/A              3.99%            3.99%         5-1-98

Goldman Sachs Variable:
     G.S. Growth & Income                      4.26%        N/A            N/A              4.38%           (3.56%)        1-2-98
     G.S. CORE U.S. Equity                    22.95%        N/A            N/A             19.50%           15.85%         1-2-98
     G.S. Capital Growth                      25.75%        N/A            N/A             23.18%           24.61%         1-2-98

Janus Aspen Series:
     Growth                                   42.43%      28.47%           N/A             22.94%           36.51%        9-13-93
     Worldwide Growth                         62.66%      32.15%           N/A             28.31%           39.60%        9-13-93
     Balanced                                 25.38%      23.33%           N/A             19.32%           26.91%        9-13-93

Lazard Retirement Series:
     Small Cap                                 3.69%        N/A            N/A             (1.09%)           3.72%        11-4-97
     Emerging Markets                         47.61%        N/A            N/A              3.14%           41.46%        11-4-97

Strong Variable Insurance:
     Mid Cap Growth II                        87.82%        N/A            N/A             44.66%           60.89%       12-31-96
     Opportunity II                           33.44%      21.77%           N/A             19.02%           17.01%         5-8-92
     Schafer Value II                         (3.92%)       N/A            N/A             (1.78%)          (4.82%)      10-10-97
</TABLE>

*The "Returns in VAA and VAB" are the standardized total returns from the time
these Funds were added to VAA or VAB through December 31, 1999. The Goldman
Sachs Variable, Janus Aspen Series, and Strong Variable Insurance Funds were
added May 1, 1998.  The Lazard Retirement Series Funds were added May 1, 1999.





LOANS UNDER TAX-SHELTERED ANNUITIES

Contracts issued as tax-sheltered annuities under plans qualifying under Section
403(b) of the Code, and allowing for voluntary contributions only, are eligible
for loans secured by a security interest in the contract. A loan must be for at
least $1,000 and may only be made from the Guaranteed Account. The loan amount
is limited by the maximum loan formula described in your contract.

We charge an annual effective rate of interest up to 7%. You must generally
repay your loans within 5 years (or 20 years if you use the loan to purchase
your primary home).

The amount of the death benefit, the amount payable on a full surrender and the
amount that will be applied to provide an annuity will all be reduced by your
loan balance, including accrued interest.



                                       4
<PAGE>   54

<PAGE>   1
                    THE OHIO NATIONAL LIFE INSURANCE COMPANY
                                AND SUBSIDIARIES
                          (a wholly owned subsidiary of
                     Ohio National Financial Services, Inc.)

                        Consolidated Financial Statements

                           December 31, 1999 and 1998

                    With Independent Auditors' Report Thereon


<PAGE>   2



                          INDEPENDENT AUDITORS' REPORT



     The Board of Directors
     The Ohio National Life Insurance Company:


     We have audited the accompanying consolidated balance sheets of The Ohio
     National Life Insurance Company (a wholly owned subsidiary of Ohio National
     Financial Services, Inc.) and subsidiaries (the Company) as of December 31,
     1999 and 1998, and the related consolidated statements of income, equity
     and cash flows for each of the years in the three-year period ended
     December 31, 1999. These consolidated financial statements are the
     responsibility of the Company's management. Our responsibility is to
     express an opinion on these consolidated 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 misstatement. An audit includes examining, on a test basis,
     evidence supporting the amounts and disclosures in the financial
     statements. An audit also includes assessing the accounting principles used
     and significant estimates made by management, as well as evaluating the
     overall financial statement presentation. We believe that our audits
     provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
     present fairly, in all material respects, the financial position of The
     Ohio National Life Insurance Company and subsidiaries as of December 31,
     1999 and 1998, and the results of their operations and their cash flows for
     each of the years in the three-year period ended December 31, 1999, in
     conformity with generally accepted accounting principles.



                                            /s/ KPMG LLP


     Cincinnati, Ohio
     January 28, 2000







<PAGE>   3


           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                           Consolidated Balance Sheets

                           December 31, 1999 and 1998

                      (in thousands, except share amounts)
<TABLE>
<CAPTION>
                                 ASSETS                                                    1999               1998
                                                                                        ----------          ---------
<S>                                                                                     <C>                 <C>
Investments (notes 5, 9 and 10):
    Securities available-for-sale, at fair value:
      Fixed maturities                                                                  $2,644,846          2,834,274
      Equity securities                                                                     71,640             90,207
    Fixed maturities held-to-maturity, at amortized cost                                   829,214            749,528
    Mortgage loans on real estate, net                                                   1,274,156          1,245,180
    Real estate, net                                                                         9,472              8,724
    Policy loans                                                                           162,078            157,555
    Other long-term investments                                                             56,832             41,697
    Short-term investments                                                                 139,341            106,627
                                                                                        ----------          ---------
              Total investments                                                          5,187,579          5,233,792

Cash                                                                                         9,411             11,300
Accrued investment income                                                                   66,323             64,396
Deferred policy acquisition costs                                                          374,359            275,119
Reinsurance recoverable                                                                     95,291             78,265
Other assets                                                                                43,802             44,074
Assets held in Separate Accounts                                                         1,741,620          1,154,576
                                                                                        ----------          ---------
              Total assets                                                              $7,518,385          6,861,522
                                                                                        ==========          =========

                          LIABILITIES AND EQUITY

Future policy benefits and claims (note 6)                                              $4,806,594          4,643,507
Policyholders' dividend accumulations                                                       60,827             73,782
Other policyholder funds                                                                    18,030             17,260
Note payable (net of unamortized discount of $679 in 1999
    and $722 in 1998) (note 7)                                                              84,321             84,278
Federal income taxes (note 8):
    Current                                                                                 12,834             21,383
    Deferred                                                                                12,105             67,828
Other liabilities                                                                          148,245            137,827
Liabilities related to Separate Accounts                                                 1,718,864          1,107,049
                                                                                        ----------          ---------
              Total liabilities                                                         $6,861,820          6,152,914
                                                                                        ----------          ---------
Equity (notes 3 and 12):
    Class A Common stock, $1 par value. 10,000,000 authorized,
      issued and outstanding                                                                10,000             10,000
    Accumulated other comprehensive income                                                   6,245            107,444
    Retained earnings                                                                      640,320            591,164
                                                                                        ----------          ---------
              Total equity                                                                 656,565            708,608
Commitments and contingencies (notes 10 and 14)
                                                                                        ----------          ---------
              Total liabilities and equity                                              $7,518,385          6,861,522
                                                                                        ==========          =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       2
<PAGE>   4

           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                        Consolidated Statements of Income

                  Years ended December 31, 1999, 1998 and 1997

                                 (in thousands)
<TABLE>
<CAPTION>
                                                                  1999              1998               1997
                                                                --------          --------           --------
<S>                                                             <C>                <C>                <C>
Revenues:
     Traditional life insurance premiums                        $131,279           121,900            117,960
     Accident and health insurance premiums                       25,530            25,183             23,921
     Annuity premiums and charges                                 36,931            32,280             34,187
     Universal life policy charges                                66,189            59,743             50,991
     Net investment income (note 5)                              414,147           394,825            386,693
     Net realized gains on investments (note 5)                   26,484             1,903             12,500
     Other income                                                 14,527            13,160             12,804
                                                                --------          --------           --------

                                                                 715,087           648,994            639,056
                                                                --------          --------           --------

Benefits and expenses:
     Benefits and claims                                         415,907           400,662            391,906
     Provision for policyholders' dividends on
        participating policies (note 12)                          27,582            27,659             25,332
     Amortization of deferred policy acquisition costs            29,124            23,240             22,122
     Other operating costs and expenses                           92,096            91,522             94,870
                                                                --------          --------           --------

                                                                 564,709           543,083            534,230
                                                                --------          --------           --------

              Income before Federal income taxes                 150,378           105,911            104,826
                                                                --------          --------           --------

Federal income taxes (note 8):
     Current expense                                              43,334            40,337             41,564
     Deferred expense (benefit)                                    7,888            (2,301)            (3,825)
                                                                --------          --------           --------

                                                                  51,222            38,036             37,739
                                                                --------          --------           --------

              Net income                                        $ 99,156            67,875             67,087
                                                                ========          ========           ========

</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>   5


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                        Consolidated Statements of Equity

                  Years ended December 31, 1999, 1998 and 1997

                                 (in thousands)
<TABLE>
<CAPTION>
                                                                     ACCUMULATED
                                                                        OTHER
                                                             COMMON  COMPREHENSIVE   RETAINED     TOTAL
                                                             STOCK      INCOME       EARNINGS     EQUITY
                                                           --------   ----------     --------    ---------
<S>                                                        <C>        <C>            <C>          <C>
1997:
    Balance, beginning of year                             $     --       46,807      468,202      515,009
    Comprehensive income:
      Net income                                                 --           --       67,087       67,087
      Other comprehensive income (note 4)                        --       56,149           --       56,149
                                                                                                  --------
    Total comprehensive income                                                                     123,236
                                                           --------     --------     --------     --------

    Balance, end of year                                   $     --      102,956      535,289      638,245
                                                           ========     ========     ========     ========

1998:
    Balance, beginning of year                             $     --      102,956      535,289      638,245
    Stock issuance                                           10,000           --      (10,000)          --
    Dividends paid                                               --           --       (2,000)      (2,000)
    Comprehensive income:
      Net income                                                 --           --       67,875       67,875
      Other comprehensive income (note 4)                        --        4,488           --        4,488
                                                                                                  --------
    Total comprehensive income                                                                      72,363
                                                           --------     --------    ---------     --------

    Balance, end of year                                   $ 10,000      107,444      591,164      708,608
                                                           ========     ========    =========     ========

1999:
    Balance, beginning of year                             $ 10,000      107,444      591,164      698,608
    Dividends paid                                               --           --      (50,000)     (50,000)
    Comprehensive income:
      Net income                                                 --           --       99,156       99,156
      Other comprehensive loss (note 4)                          --     (101,199)          --     (101,199)
                                                                                                  ---------
    Total comprehensive loss                                                                        (2,043)
                                                           --------     --------    ---------     --------

    Balance, end of year                                   $ 10,000        6,245      640,320      656,565
                                                           ========     ========    =========     ========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>   6
            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 1999, 1998 and 1997

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                               1999                  1998                 1997
                                                                            -----------           ----------           ----------
<S>                                                                         <C>                       <C>                  <C>
Cash flows from operating activities:
    Net income                                                              $    99,156               67,875               67,087
    Adjustments to reconcile net income to net cash
      provided by operating activities:
         Capitalization of deferred policy acquisition costs                    (63,521)             (55,200)             (48,507)
         Amortization of deferred policy acquisition costs                       29,124               23,240               22,122
         Amortization and depreciation                                              (75)                (289)               4,342
         Realized gains on invested assets, net                                 (26,484)              (1,903)             (12,500)
         Deferred Federal income tax expense (benefit)                            7,888               (2,301)              (3,825)
         Increase in accrued investment income                                   (1,927)                (317)              (1,740)
         Increase in other assets                                               (22,392)             (19,113)             (15,401)
         Net (decrease) increase in separate accounts                            24,770              (18,279)             (16,011)
         Increase in policyholder account balances                               56,409               50,834               40,843
         (Decrease) increase in policyholders' dividend
           accumulations and other funds                                        (12,185)              11,550                 (243)
         (Decrease) increase in current Federal income tax payable               (8,549)               8,662               (2,149)
         Increase in other liabilities                                           14,965               18,855                6,484
         Other, net                                                              (3,875)             (14,355)               4,656
                                                                            -----------           ----------           ----------

                Net cash provided by operating activities                        93,304               69,259               45,158
                                                                            -----------           ----------           ----------

Cash flows from investing activities:
    Proceeds from maturity of fixed maturities available-for-sale                18,206               11,167              298,686
    Proceeds from sale of fixed maturities available-for-sale                   295,806              202,694               51,770
    Proceeds from sale of equity securities                                      30,312                9,603                4,996
    Proceeds from maturity of fixed maturities held-to-maturity                  86,335              115,577               75,530
    Proceeds from repayment of mortgage loans on real estate                    183,514              198,464              180,745
    Proceeds from sale of real estate                                               962               15,906               19,078
    Cost of fixed maturities available-for-sale acquired                       (354,722)            (345,266)            (367,027)
    Cost of equity securities acquired                                           (5,001)              (8,197)              (7,205)
    Cost of fixed maturities held-to-maturity acquired                         (162,049)            (134,965)            (110,982)
    Cost of mortgage loans on real estate acquired                             (207,587)            (212,924)            (321,914)
    Cost of real estate acquired                                                   (550)                (846)              (1,310)
    Change in policy loans, net                                                  (4,523)              (4,207)                (620)
    Change in other assets, net                                                     140                5,253                  312
                                                                            -----------           ----------           ----------

                Net cash used in investing activities                          (119,157)            (147,741)            (177,941)
                                                                            -----------           ----------           ----------

Cash flows from financing activities:
    Universal life and investment product account deposits                    1,221,353            1,076,011            1,000,919
    Universal life and investment product account withdrawals                (1,114,675)            (928,812)            (884,395)
    Dividends to shareholder                                                    (50,000)              (2,000)                  --
    Other, net                                                                       --               (3,361)                  80
                                                                            -----------           ----------           ----------

                Net cash provided by financing activities                        56,678              141,838              116,604
                                                                            -----------           ----------           ----------

Net increase (decrease) in cash and cash equivalents                             30,825               63,356              (16,179)

Cash and cash equivalents, beginning of year                                    117,927               54,571               70,750
                                                                            -----------           ----------           ----------

Cash and cash equivalents, end of year                                      $   148,752              117,927               54,571
                                                                            ===========           ==========           ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>   7


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


  (1)   ORGANIZATION, CONSOLIDATION POLICY AND BUSINESS DESCRIPTION

        The Ohio National Life Insurance Company (ONLIC) is a stock life
        insurance company. Ohio National Life Assurance Corporation (ONLAC) is a
        wholly owned stock life insurance subsidiary included in the
        consolidated financial statements. ONLIC and its subsidiaries are
        collectively referred to as the "Company". All significant intercompany
        accounts and transactions have been eliminated in consolidation.

        On February 12, 1998, ONLIC's Board of Directors approved a plan of
        reorganization for the Company under the provision of Sections 3913.25
        to 3913.38 of the Ohio Revised Code relating to mutual insurance holding
        companies. The plan of reorganization was approved by the Company's
        policyholders and by the Ohio Department of Insurance and became
        effective on August 1, 1998 (Effective Date). As part of the
        reorganization (see footnote (1)(k)), ONLIC became a stock company 100%
        owned by Ohio National Financial Services, Inc. (ONFS). ONFS is 100%
        owned by Ohio National Mutual Holdings, Inc. (ONMH), an Ohio mutual
        holding company.

        ONLIC and ONLAC are life and health insurers licensed in 47 states, the
        District of Columbia and Puerto Rico. The Company offers a full range of
        life, health and annuity products through exclusive agents and other
        distribution channels and is subject to competition from other insurers
        throughout the United States. The Company is subject to regulation by
        the Insurance Departments of states in which it is licensed and
        undergoes periodic examinations by those departments.

        The following is a description of the most significant risks facing life
        and health insurers and how the Company mitigates those risks:

              LEGAL/REGULATORY RISK is the risk that changes in the legal or
              regulatory environment in which an insurer operates will create
              additional expenses not anticipated by the insurer in pricing its
              products. That is, regulatory initiatives designed to reduce
              insurer profits, new legal theories or insurance company
              insolvencies through guaranty fund assessments may create costs
              for the insurer beyond those recorded in the consolidated
              financial statements. The Company mitigates this risk by offering
              a wide range of products and by operating throughout the United
              States, thus reducing its exposure to any single product or
              jurisdiction, and also by employing underwriting practices which
              identify and minimize the adverse impact of this risk.

              CREDIT RISK is the risk that issuers of securities owned by the
              Company or mortgagors on mortgage loans on real estate owned by
              the Company will default or that other parties, including
              reinsurers, which owe the Company money, will not pay. The Company
              minimizes this risk by adhering to a conservative investment
              strategy, by maintaining sound reinsurance and credit and
              collection policies and by providing for any amounts deemed
              uncollectible.


                                       6
<PAGE>   8

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)



              INTEREST RATE RISK is the risk that interest rates will change and
              cause a decrease in the value of an insurer's investments. This
              change in rates may cause certain interest-sensitive products to
              become uncompetitive or may cause disintermediation. The Company
              mitigates this risk by charging fees for non-conformance with
              certain policy provisions, by offering products that transfer this
              risk to the purchaser, and/or by attempting to match the maturity
              schedule of its assets with the expected payouts of its
              liabilities. To the extent that liabilities come due more quickly
              than assets mature, an insurer would have to borrow funds or sell
              assets prior to maturity and potentially recognize a gain or loss.

  (2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The significant accounting policies followed by the Company that
        materially affect financial reporting are summarized below. The
        accompanying consolidated financial statements have been prepared in
        accordance with generally accepted accounting principles (GAAP) which
        differ from statutory accounting practices prescribed or permitted by
        regulatory authorities (see Note 3).

        (a)   VALUATION OF INVESTMENTS AND RELATED GAINS AND LOSSES

              Fixed maturity securities are classified as held-to-maturity when
              the Company has the positive intent and ability to hold the
              securities to maturity and are stated at amortized cost. Fixed
              maturity securities not classified as held-to-maturity and all
              equity securities are classified as available-for-sale and are
              stated at fair value, with the unrealized gains and losses, net of
              adjustments to deferred policy acquisition costs and deferred
              Federal income tax, reported as a separate component of equity
              that would have been required as a charge or credit to operations
              had such unrealized amounts been realized. The Company has no
              securities classified as trading.

              Mortgage loans on real estate are carried at the unpaid principal
              balance less valuation allowances. The Company provides valuation
              allowances for impairments of mortgage loans on real estate based
              on a review by portfolio managers. The measurement of impaired
              loans is based on the present value of expected future cash flows
              discounted at the loan's effective interest rate or, at the fair
              value of the collateral, if the loan is collateral dependent.
              Loans in foreclosure and loans considered to be impaired as of the
              balance sheet date are placed on non-accrual status and written
              down to the fair value of the existing property to derive a new
              cost basis. Cash receipts on non-accrual status mortgage loans on
              real estate are included in interest income in the period
              received.

              Real estate is carried at cost less accumulated depreciation and
              valuation allowances. Other long-term investments are carried on
              the equity basis, adjusted for valuation allowances.

              Realized gains and losses on the sale of investments are
              determined on the basis of specific security identification, net
              of associated deferred acquisition costs and capital gains
              expenses. Any capital gains occurring in the Closed Block
              portfolio are offset by increases in the deferred policyholder
              obligation for that group of policies. Estimates for valuation
              allowances and other than temporary declines are included in
              realized gains and losses on investments.





                                       7
<PAGE>   9


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


        (c)   REVENUES AND BENEFITS

              Traditional life insurance products include those products with
              fixed and guaranteed premiums and benefits and consist primarily
              of whole life, limited-payment life, term life and certain
              annuities with life contingencies. Premiums for traditional life
              insurance products are recognized as revenue when due and
              collected. Benefits and expenses are associated with earned
              premiums so as to result in recognition of profits over the life
              of the contract. This association is accomplished by the provision
              for future policy benefits and the deferral and amortization of
              policy acquisition costs.

              Universal life products include universal life, variable universal
              life and other interest-sensitive life insurance policies.
              Investment products consist primarily of individual and group
              deferred annuities, annuities without life contingencies and
              guaranteed investment contracts. Revenues for universal life and
              investment products consist of net investment income and cost of
              insurance, policy administration and surrender charges that have
              been earned and assessed against policy account balances during
              the period. Policy benefits and claims that are charged to expense
              include benefits and claims incurred in the period in excess of
              related policy account balances, maintenance costs and interest
              credited to policy account balances.

              Accident and health insurance premiums are recognized as revenue
              in accordance with the terms of the policies. Policy claims are
              charged to expense in the period that the claims are incurred.

        (c)   DEFERRED POLICY ACQUISITION COSTS

              The costs of acquiring new business, principally commissions,
              certain expenses of the policy issue and underwriting department
              and certain variable agency expenses have been deferred. For
              traditional non-participating life insurance products, these
              deferred acquisition costs are predominantly being amortized with
              interest over the premium paying period of the related policies in
              proportion to premium revenue. Such anticipated premium revenue
              was estimated using the same assumptions as were used for
              computing liabilities for future policy benefits. For
              participating life insurance products, deferred policy acquisition
              costs are being amortized in proportion to gross margins of the
              related policies. Gross margins are determined for each issue year
              and are equal to premiums plus investment income less death
              claims, surrender benefits, administrative costs, expected
              policyholder dividends, and the increase in reserve for future
              policy benefits. For universal life and investment products,
              deferred policy acquisition costs are being amortized with
              interest over the lives of the policies in relation to the present
              value of the estimated future gross profits from projected
              interest margins, cost of insurance, policy administration and
              surrender charges. Deferred policy acquisition costs for
              participating life and universal life business are adjusted to
              reflect the impact of unrealized gains and losses on fixed
              maturity securities available-for-sale (see note 2(a)).





                                       8
<PAGE>   10


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


        (d)   SEPARATE ACCOUNTS

              Separate Account assets and liabilities represent contractholders'
              funds which have been segregated into accounts with specific
              investment objectives. The investment income and gains or losses
              of these accounts accrue directly to the contractholders. The
              activity of the Separate Accounts is not reflected in the
              consolidated statements of income and cash flows except for the
              fees the Company receives for administrative services and risks
              assumed. Amounts provided by the Company to establish Separate
              Account investment portfolios, seed money, are not included in
              Separate Account liabilities.

        (e)   FUTURE POLICY BENEFITS

              Future policy benefits for traditional life have been calculated
              using a net level premium method based on estimates of mortality,
              morbidity, investment yields and withdrawals which were used or
              which were being experienced at the time the policies were issued,
              rather than the assumptions prescribed by state regulatory
              authorities (see note 6).

              Future policy benefits for annuity policies in the accumulation
              phase, universal life and variable universal life policies have
              been calculated based on participants' aggregate account values.

        (f)   PARTICIPATING BUSINESS

              Participating business represents approximately 39% of the
              Company's ordinary life insurance in force in 1999. In 1998 and
              1997, participating business represented approximately 41% and
              42%, respectively, of the Company's ordinary life insurance in
              force. The provision for policyholder dividends is based on
              current dividend scales. Future dividends are provided for in
              future policy benefits based on dividend scales in effect as of
              December 31, 1999.

        (g)   REINSURANCE CEDED

              Reinsurance premiums ceded and reinsurance recoveries on benefits
              and claims incurred are deducted from the respective income and
              expense accounts. Assets and liabilities related to reinsurance
              ceded are reported on a gross basis.

        (h)   FEDERAL INCOME TAX

              The Company is included as part of the consolidated Federal income
              tax return of its ultimate parent, OHMH. The Company uses the
              asset and liability method of accounting for income tax. Under the
              asset and liability method, deferred tax assets and liabilities
              are recognized for the future tax consequences attributable to
              differences between the financial statement carrying amounts of
              existing assets and liabilities and their respective tax bases and
              operating loss and tax credit carryforwards. Deferred tax assets
              and liabilities are measured using enacted tax rates expected to
              apply to taxable income in the years in which those temporary
              differences are expected to be recovered or settled. Under this
              method, the effect on deferred tax assets and liabilities of a
              change in tax rates is recognized in income in the period that
              includes the enactment date. Valuation allowances are established
              when necessary to reduce the deferred tax assets to the amounts
              expected to be realized.



                                       9
<PAGE>   11

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


        (i)   CASH EQUIVALENTS

              For purposes of the consolidated statements of cash flows, the
              Company considers all short-term investments with original
              maturities of three months or less to be cash equivalents.

        (j)   USE OF ESTIMATES

              In preparing the consolidated financial statements, management is
              required to make estimates and assumptions that affect the
              reported amounts of assets and liabilities and the disclosure of
              contingent assets and liabilities as of the date of the
              consolidated financial statements and revenues and expenses for
              the reporting period. Actual results could differ significantly
              from those estimates.

              The estimates susceptible to significant change are those used in
              determining deferred policy acquisition costs, the liability for
              future policy benefits and claims, contingencies, and those used
              in determining valuation allowances for mortgage loans on real
              estate and real estate. Although some variability is inherent in
              these estimates, management believes the amounts provided are
              adequate.

        (k)   CLOSED BLOCK

              The Reorganization contained an arrangement, known as a closed
              block (the Closed Block), to provide for dividends on policies
              that were in force on the Effective Date and were within classes
              of individual policies for which the Company had a dividend scale
              in effect at the time of the Reorganization. The Closed Block was
              designed to give reasonable assurance to owners of affected
              policies that assets will be available to support such policies,
              including maintaining dividend scales in effect at the time of the
              Reorganization, if the experience underlying such scales
              continues. The assets, including revenue therefrom, allocated to
              the Closed Block will accrue solely to the benefit of the owners
              of policies included in the Closed Block until the Closed Block is
              no longer in effect. The Company will not be required to support
              the payment of dividends on Closed Block policies from its general
              funds.

              The financial information of the Closed Block, while prepared on a
              GAAP basis, reflects its contractual provisions and not its actual
              results of operations and financial position. Many expenses
              related to the Closed Block operations are charges to operations
              outside of the Closed Block; accordingly, the contribution from
              the Closed Block does not represent the actual profitability of
              the Closed Block operations. Operating costs and expenses outside
              of the Closed Block are, therefore, disproportionate to the
              business outside of the Closed Block.





                                       10
<PAGE>   12

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


Summarized financial information of the Closed Block as of and for the year
ended December 31, 1999 is as follow:

<TABLE>

<S>                                                                             <C>
Closed Block assets:
      Fixed maturity securities available-for-sale,
        at fair value (amortized cost of $238,405)                              $234,150
      Fixed maturity securities held-to-maturity,
        at amortized cost                                                         72,826
      Short-term investments, at fair value                                       10,583
      Mortgage loans on real estate, net                                          93,698
      Policy loans                                                               115,932
      Accrued investment income                                                    6,101
      Other assets                                                                 3,054
      Reinsurance recoverable                                                      1,979
      Deferred policy acquisition costs                                           90,455
                                                                                --------

                                                                                $628,778
                                                                                ========
Closed Block liabilities:
      Future policy benefits and claims                                         $695,540
      Other policyowner funds                                                      3,768
      Policyholders' dividend accumulations                                       16,345
                                                                                --------

                                                                                $715,653
                                                                                ========
Closed Block revenues and expenses:
      Traditional life insurance premiums                                       $ 74,269
      Net investment income                                                       44,230
      Net realized gains on investments                                               33
      Other expense                                                                  (74)
      Benefits and claims                                                        (71,806)
      Amortization of deferred acquisition costs                                  (4,433)
      Other operating costs and expenses                                          (5,100)
      Provision for policyholders' dividends on participating policies           (26,608)
                                                                                --------

               Income before Federal income taxes(1)                            $ 10,511
                                                                                ========


(1) Represents contribution from the Closed Block.

</TABLE>





                                       11
<PAGE>   13

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


        (l)   COMPREHENSIVE INCOME

              Comprehensive income is the total of net income and all non-owner
              changes in equity.

        (m)   EMERGING ACCOUNTING ISSUES

              In June 1998, the Financial Accounting Standards Board issued
              Statement of Financial Accounting Standards No. 133, "Accounting
              for Derivative Instruments and Hedging Activities" (SFAS 133).
              SFAS 133 establishes accounting and reporting standards for
              derivative instruments and for hedging activities. Contracts that
              contain embedded derivatives, such as certain insurance contracts,
              are also addressed by the Statement. SFAS 133 requires that an
              entity recognize all derivatives as either assets or liabilities
              in the statement of financial position and that those assets or
              liabilities be measured at fair value. SFAS 133 is effective for
              all fiscal quarters of fiscal years beginning after January 1,
              2001, with earlier application permitted. The Company is currently
              reviewing the requirements of this Statement and evaluating what,
              if any, impact it will have on consolidated results of operations
              and financial condition.

        (n)   RECLASSIFICATIONS

              Certain amounts in the 1998 and 1997 consolidated financial
              statements have been reclassified to conform with 1999
              presentation.

  (3)   BASIS OF PRESENTATION

        The accompanying consolidated financial statements have been prepared in
        accordance with GAAP which differs from statutory accounting practices
        prescribed or permitted by regulatory authorities. Annual Statements for
        ONLIC and ONLAC, insurance subsidiaries, filed with the Department of
        Insurance of the State of Ohio, are prepared on a basis of accounting
        practices prescribed or permitted by such regulatory authority.
        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. ONLIC and ONLAC have no material permitted
        statutory accounting practices.

        The statutory basis net income and capital and surplus of ONLIC and
        ONLAC after intercompany eliminations included in the accompanying
        consolidated financial statements was $91,163, $51,900 and $53,696 for
        the years ended December 31, 1999, 1998 and 1997, respectively and
        $430,869 and $408,928 as of December 31, 1999 and 1998, respectively.





                                       12
<PAGE>   14

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


  (4)   COMPREHENSIVE INCOME

        The components of other comprehensive income, including the related
        Federal tax amounts, were as follows for the years ended December 31:

<TABLE>
<CAPTION>

                                                                                1999               1998              1997
                                                                              ---------           -------           -------
<S>                                                                           <C>                  <C>               <C>
Unrealized gains (losses) on securities
   available-for-sale arising during the period:
      Net of adjustment to deferred policy acquisition costs                  $(127,982)           11,418            86,670
      Related Federal tax benefit (expense)                                      46,151            (4,003)          (30,335)
                                                                              ---------           -------           -------

               Net                                                              (81,831)            7,415            56,335
                                                                              ---------           -------           -------
Less:
   Reclassification adjustment for net (gains) losses on securities
      available-for-sale realized during the period:
        Gross                                                                    29,798             4,504               287
        Related Federal tax benefit                                             (10,430)           (1,577)             (101)
                                                                              ---------           -------           -------

               Net                                                               19,368             2,927               186
                                                                              ---------           -------           -------

               Total other comprehensive (loss) income                        $(101,199)            4,488            56,149
                                                                              =========           =======           =======

</TABLE>




                                       13
<PAGE>   15

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


   (5)  INVESTMENTS

        An analysis of investment income and realized gains/(losses) by
        investment type follows for the years ended December 31:

<TABLE>
<CAPTION>

                                                                                        REALIZED GAINS (LOSSES)
                                                      INVESTMENT INCOME                      ON INVESTMENTS
                                             ------------------------------------   -------------------------------
                                               1999        1998         1997          1999       1998       1997
                                             ----------  ----------  ------------   ----------  --------  ---------

<S>                                          <C>          <C>           <C>           <C>       <C>         <C>
Securities available-for-sale:
    Fixed maturities                         $ 215,996     211,002       207,377       (1,184)   (1,624)     3,041
    Equity securities                            3,495       3,530         2,441       16,830       178         38
Fixed maturities held-to-maturity               66,735      62,516        62,348        2,760     5,325      2,539
Mortgage loans on real estate                  109,256     109,850       103,566          314       371      1,863
Real estate                                      1,371       2,334         6,123         (252)    2,416      4,418
Policy loans                                    10,988      10,298         9,834           --        --         --
Short-term                                       4,133       4,610         5,087           --        --         --
Other                                           17,782       6,553         6,612        9,481    (4,558)      (387)
                                             ----------  ----------    ----------   ----------  --------  ---------

             Total                             429,756     410,693       403,388       27,949     2,108     11,512

Investment expenses                            (15,609)    (15,868)      (16,695)
Gains attributable to Closed Block                                                     (1,191)       --         --
DAC amortization due to realized gains                                                   (218)     (298)      (985)
Change in valuation allowances:
    Mortgage loans on real estate                                                         (56)       93        (63)
    Real estate and other                                                                  --        --      2,036
                                             ----------  ----------    ----------   ----------  --------  ---------

                                                                                       (1,465)     (205)       988
                                                                                    ----------  --------  ---------

             Net investment  income            414,147     394,825       386,693
                                             ==========  ==========    ==========

             Net realized gains on
               investments                                                          $  26,484     1,903     12,500
                                                                                    ==========  ========  =========

</TABLE>






                                       14
<PAGE>   16


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


The amortized cost and estimated fair value of securities available-for-sale and
fixed maturities held-to-maturity were as follows:

<TABLE>
<CAPTION>
                                                                           DECEMBER 31, 1999
                                                    --------------------------------------------------------------------
                                                                        GROSS              GROSS
                                                      AMORTIZED       UNREALIZED         UNREALIZED          ESTIMATED
                                                        COST             GAINS             LOSSES            FAIR VALUE
                                                    -------------    --------------     --------------      ------------
<S>                                                  <C>                   <C>               <C>                <C>
Securities available-for-sale:
    Fixed maturities:
      U.S. Treasury securities and
        obligations of U.S. government
        operations and agencies                      $  108,292            1,267             (1,908)            107,651
      Obligations of states and political
        subdivisions                                     79,236              571               (920)             78,887
      Debt securities issued by foreign
        governments                                       8,078            1,004               (850)              8,232
      Corporate securities                            1,666,057           29,519            (63,430)          1,632,146
      Mortgage-backed securities                        823,882            7,412            (13,364)            817,930
                                                     ----------          -------           --------           ---------

               Total fixed maturities                $2,685,545           39,773            (80,472)          2,644,846
                                                     ==========          =======           ========           =========

      Equity securities                              $   35,635           39,212             (3,207)             71,640
                                                     ==========          =======           ========           =========

Fixed maturity securities held-to-maturity:
    Obligations of states and political
      subdivisions                                   $   13,596              355               (418)             13,533
    Corporate securities                                783,378           23,237            (16,426)            790,189
    Mortgage-backed securities                           32,240              746             (3,209)             29,777
                                                     ----------          -------           --------           ---------

                                                     $  829,214           24,338            (20,053)            833,499
                                                     ==========          =======           ========           =========
</TABLE>






                                       15
<PAGE>   17


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)
<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1998
                                                 -----------------------------------------------------------------------
                                                                         GROSS              GROSS
                                                     AMORTIZED         UNREALIZED         UNREALIZED         ESTIMATED
                                                       COST               GAINS             LOSSES           FAIR VALUE
                                                   -------------      --------------     --------------     ------------
<S>                                                  <C>               <C>                <C>                <C>
Securities available-for-sale:
    Fixed maturities:
      U.S. Treasury securities and
        obligations of U.S. government
        operations and agencies                      $  132,932            15,672                 --             148,604
      Obligations of states and political
        subdivisions                                     89,399             9,953                (47)             99,305
      Debt securities issued by foreign
        governments                                       8,078             2,057                 --              10,135
      Corporate securities                            1,720,789           137,373            (16,033)          1,842,129
      Mortgage-backed securities                        695,365            39,682               (946)            734,101
                                                     ----------          --------           --------           ---------

               Total fixed maturities                $2,646,563           204,737            (17,026)          2,834,274
                                                     ==========          ========           ========           =========

      Equity securities                              $   41,795            51,454             (3,042)             90,207
                                                     ==========          ========           ========           =========

Fixed maturity securities held-to-maturity:
    Obligations of states and political
      subdivisions                                   $   10,265               825               (179)             10,911
    Corporate securities                                724,447            78,581               (529)            802,499
    Mortgage-backed securities                           14,816             1,233                 --              16,049
                                                     ----------          --------           --------           ---------

                                                     $  749,528            80,639               (708)            829,459
                                                     ==========          ========           ========           =========
</TABLE>


The components of unrealized gains on securities available-for-sale, net, were
as follows for the years ended December 31:

                                                        1999           1998
                                                      --------       --------

Gross unrealized (loss) gain                          $ (4,694)       236,123
Adjustment to deferred dividend liability                   --        (18,578)
Adjustment to deferred policy acquisition costs         16,226        (48,834)
Deferred Federal income tax                             (5,287)       (61,267)
                                                      --------       --------

                                                      $  6,245        107,444
                                                      ========       ========


                                       16
<PAGE>   18

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


The net unrealized gain on securities available-for-sale include a net
unrealized gain on equity securities of $23,403 in 1999 ($31,468 in 1998) and a
net unrealized loss on fixed maturities of $16,215 in 1999 ($76,621 in 1998).

An analysis of the change in gross unrealized gains (losses) on securities
available-for-sale and fixed maturities held-to-maturity follows for the years
ended December 31:


                                           1999           1998            1997
                                        ---------        ------          ------

Securities available-for-sale:
    Fixed maturities                    $(228,410)       25,125          91,601
    Equity securities                     (12,407)       10,632          15,972
Fixed maturities held-to-maturity         (75,646)       11,840          14,217





The amortized cost and estimated fair value of fixed maturity securities
available-for-sale and fixed maturity securities held-to-maturity as of December
31, 1999, by contractual maturity, are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>


                                                                   FIXED MATURITY SECURITIES
                                                ----------------------------------------------------------------
                                                      AVAILABLE-FOR-SALE                  HELD-TO-MATURITY
                                                -----------------------------        ---------------------------
                                                AMORTIZED           ESTIMATED        AMORTIZED        ESTIMATED
                                                   COST             FAIR VALUE         COST           FAIR VALUE
                                                ----------          ---------        ---------        ----------

<S>                                             <C>                    <C>              <C>              <C>
Due in one year or less                         $   67,057             68,013           22,817           23,011
Due after one year through five years              436,560            438,455          139,022          139,781
Due after five years through ten years             804,945            787,425          250,797          252,947
Due after ten years                              1,376,983          1,350,953          416,578          417,760
                                                ----------          ---------          -------          -------
                                                $2,685,545          2,644,846          829,214          833,499
                                                ==========          =========          =======          =======
</TABLE>


Proceeds from the sale of securities available-for-sale (excludes calls) during
1999, 1998 and 1997 were $158,661, $3,186, and $51,770, respectively. Gross
gains of $293 ($0 in 1998 and $203 in 1997) and gross losses of $4,131 ($38 in
1998 and $283 in 1997) were realized on those sales.

Investments with an amortized cost of $12,807 and $11,750 as of December 31,
1999 and 1998, respectively, were on deposit with various regulatory agencies as
required by law.

Real estate is presented at cost less accumulated depreciation of $1,855 in 1999
($1,730 in 1998) and valuation allowances of $0 in 1999 and 1998.

The Company generally initiates foreclosure proceedings on all mortgage loans on
real estate delinquent sixty days. There was one foreclosure of a mortgage loan
on real estate in 1999 and no mortgage loan, on real estate in process of
foreclosure as of December 31, 1999.




                                       17
<PAGE>   19


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


(6)     FUTURE POLICY BENEFITS AND CLAIMS

        The liability for future policy benefits for universal life insurance
        policies and investment contracts (approximately 79% of the total
        liability for future policy benefits as of December 31, 1999 and 1998)
        has been established based on accumulated contract values without
        reduction for surrender penalty provisions. The average interest rate
        credited on investment product policies was 6.4%, 6.8% and 6.8% for the
        years ended December 31, 1999, 1998 and 1997, respectively.

        The liability for future policy benefits for traditional life policies
        has been established based upon the net level premium method using the
        following assumptions:

        Interest rates: Interest rates vary as follows:

        YEAR OF ISSUE                           INTEREST RATE
        -------------                           -------------
        1999, 1998 and 1997                      4 - 5.5%
        1996 and prior                           2.25 - 6.0%

        Withdrawals: Rates, which vary by issue age, type of coverage and
        policy duration, are based on Company experience

        Mortality: Mortality and morbidity rates are based on published tables,
        guaranteed in insurance contracts.

  (7)   NOTES PAYABLE

        On July 11, 1994, the Company issued $50,000, 8.875% surplus notes, due
        July 15, 2004. On May 21, 1996, the Company issued $50,000, 8.5% surplus
        notes, due May 15, 2026. Concurrent with the issue of the new notes,
        $15,000 of the notes issued on July 11, 1994 were retired. Total
        interest paid was $7,356 for each year during the years ended December
        31, 1999, 1998 and 1997, respectively.

        The notes have been issued in accordance with Section 3941.13 of the
        Ohio Revised Code. Interest payments, scheduled semi-annually, must be
        approved for payment by the Director of the Department of Insurance of
        the State of Ohio. All issuance costs have been capitalized and are
        being amortized over the terms of the notes.





                                       18
<PAGE>   20

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


  (8)   FEDERAL INCOME TAX

        Prior to 1984, the Life Insurance Company Income Tax Act of 1959, as
        amended by the Deficit Reduction Act of 1984 (DRA), permitted the
        deferral from taxation of a portion of statutory income under certain
        circumstances. In these situations, the deferred income was accumulated
        in the Policyholders' Surplus Account (PSA). Management considers the
        likelihood of distributions from the PSA to be remote; therefore, no
        Federal income tax has been provided for such distributions in the
        financial statements. The DRA eliminated any additional deferrals to the
        PSA. Any distributions from the PSA, however, will continue to be
        taxable at the then current tax rate. The pre-tax balance of the PSA is
        approximately $5,257 as of December 31, 1999.

        Total income taxes for the years ended December 31, 1999, 1998 and 1997
        were allocated as follows:

                                                 1999         1998        1997
                                               --------      ------      ------

Operations                                     $ 51,222      38,036      37,739
Unrealized gains (loss) on securities
    available for sale                          (56,581)      2,426      30,234
                                               --------      ------      ------

                                               $ (5,359)     40,462      67,973
                                               ========      ======      ======


        Total Federal income tax expense for the years ended December 31, 1999,
        1998 and 1997 differs from the amount computed by applying the U.S.
        Federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>
                                        1999                  1998                  1997
                                 ------------------  ----------------------  ------------------
                                  AMOUNT       %      AMOUNT         %        AMOUNT       %
                                 ---------   ------  ----------  ----------  ----------  ------
<S>                             <C>           <C>       <C>           <C>       <C>       <C>
Computed (expected)
    tax expense                  $ 52,632     35.0      37,069        35.0      36,689    35.0
Differential earnings              (3,896)    (2.6)      1,232         1.1       3,720     3.5
Dividends received
    deduction and tax
    exempt interest                (1,492)    (1.0)     (1,279)       (1.1)     (1,406)   (1.3)
Other, net                       $  3,978      2.6       1,014         1.0      (1,264)   (1.2)
                                 =========   ======   =========     =======   =========  ======

      Total expense and
        effective rate           $ 51,222     34.0      38,036        37.1      37,739    37.3
                                 =========   ======   =========     =======   =========  ======
</TABLE>


        Included in other, net in 1999 are non-deductible expenses related to
        the reorganization to a mutual holding company structure.

        Total Federal income tax paid was $51,773, $32,251 and $43,522 (net of
        refunds of $66, $6,661 and $0) during the years ended December 31, 1999,
        1998 and 1997, respectively.





                                       19
<PAGE>   21

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)


        The tax effects of temporary differences between the financial statement
        carrying amounts and tax basis of assets and liabilities that give rise
        to significant components of the net deferred tax liability as of
        December 31, 1999 and 1998 relate to the following:

<TABLE>
<CAPTION>

                                                                    1999        1998
                                                                  ----------  ----------
<S>                                                               <S>            <C>
Deferred tax assets:
    Fixed maturity securities available-for-sale                  $  14,262          --
    Future policy benefits                                           59,251      59,651
    Mortgage loans on real estate                                     2,529       2,529
    Other assets and liabilities                                     34,830      24,161
                                                                  ----------  ----------

               Total gross deferred tax assets                      110,872      86,341
                                                                  ----------  ----------

Deferred tax liabilities:
    Fixed maturity securities available-for-sale                         --      65,618
    Deferred policy acquisition costs                                76,781      70,312
    Other fixed maturities, equity securities and other
      long-term investments                                           7,951      15,062
    Other                                                            38,245       3,177
                                                                  ----------  ----------

               Total gross deferred tax liabilities                 122,977     154,169
                                                                  ----------  ----------

               Net deferred tax liability                         $ (12,105)    (67,828)
                                                                  ==========  ==========
</TABLE>


        The Company has determined that a deferred tax asset valuation allowance
        was not needed as of December 31, 1999 and 1998. In assessing the
        realization of deferred tax assets, management considers whether it is
        more likely than not that the deferred tax assets will be realized. The
        ultimate realization of deferred tax assets is dependent upon the
        generation of future taxable income during the periods in which those
        temporary differences become deductible. Management considers primarily
        the scheduled reversal of deferred tax liabilities and tax planning
        strategies in making this assessment and believes it is more likely than
        not the Company will realize the benefits of the deductible differences
        remaining as of December 31, 1999.





                                       20
<PAGE>   22

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                                 (in thousands)



  (9)   DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

        Statement of Financial Accounting Standards No. 107, Disclosures about
        Fair Value of Financial Instruments (SFAS 107) requires disclosure of
        fair value information about existing on and off-balance sheet financial
        instruments. SFAS 107 excludes certain assets and liabilities, including
        insurance contracts, other than policies such as annuities that are
        classified as investment contracts, from its disclosure requirements.
        Accordingly, the aggregate fair value amounts presented do not represent
        the underlying value of the Company. The tax ramifications of the
        related unrealized gains and losses can have a significant effect on
        fair value estimates and have not been considered in the estimates.

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

               CASH, SHORT-TERM INVESTMENTS AND POLICY LOANS - The carrying
               amount reported in the balance sheets for these instruments
               approximate their fair value.

               INVESTMENT SECURITIES - Fair value for equity securities and
               fixed maturity securities are the same as market value. Market
               value generally represents quoted market prices traded in the
               public market place. For fixed maturity securities not actively
               traded, or in the case of private placements, fair value is
               estimated by discounting expected future cash flows using a
               current market rate applicable to the yield, credit quality and
               duration of investments.

               SEPARATE ACCOUNT ASSETS AND LIABILITIES - The fair value of
               assets held in Separate Accounts is based on quoted market
               prices. The fair value of liabilities related to Separate
               Accounts is the accumulated contract values in the Separate
               Account portfolios.

               MORTGAGE LOANS ON REAL ESTATE - The fair value for mortgage loans
               on real estate is estimated using discounted cash flow analyses,
               using 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.

               DEFERRED AND IMMEDIATE ANNUITY AND INVESTMENT CONTRACTS - Fair
               value for the Company's liabilities under investment type
               contracts is disclosed using two methods. For investment
               contracts without defined maturities, fair value is the amount
               payable on demand. For investment contracts with known or
               determined maturities, fair value is estimated using discounted
               cash flow analysis. Interest rates used are similar to currently
               offered contracts with maturities consistent with those remaining
               for the contracts being valued.

               NOTE PAYABLE - The fair value for the note payable was determined
               by discounting the scheduled cash flows of the note using a
               market rate applicable to the yield, credit quality and maturity
               of a similar debt instrument.

               POLICYHOLDERS' DIVIDEND ACCUMULATION AND OTHER POLICYHOLDER FUNDS
               - The carrying amount reported in the consolidated balance sheets
               for these instruments approximates their fair value.

                                       21
<PAGE>   23

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
      (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997

                                 (in thousands)



        The carrying amount and estimated fair value of financial instruments
        subject to SFAS 107 were as follows as of December 31:

<TABLE>
<CAPTION>
                                                             1999                                 1998
                                                 -------------------------------------------------------------------
                                                  CARRYING           ESTIMATED          CARRYING          ESTIMATED
                                                   AMOUNT            FAIR VALUE          AMOUNT           FAIR VALUE
                                                 ----------          ----------         ---------         ----------
<S>                                              <C>                 <C>                <C>                <C>
ASSETS
    Investments:
      Securities available-for-sale:
        Fixed maturities                         $2,644,846          2,644,846          2,834,274          2,834,274
        Equity securities                            71,640             71,640             90,107             90,107
      Fixed maturities held-to-maturity             829,214            833,499            749,528            829,459
      Mortgage loans on real estate               1,274,156          1,243,246          1,245,180          1,245,180
      Policy loans                                  162,078            162,078            157,555            157,555
      Short-term investments                        139,341            139,341            106,627            106,627
    Cash                                              9,411              9,411             11,300             11,300
    Assets held in Separate Accounts              1,741,620          1,741,620          1,154,576          1,154,576

LIABILITIES
    Guaranteed investment contracts              $1,197,382          1,164,411          1,094,242          1,096,184
    Individual contracts                          1,061,053          1,040,355          1,076,504          1,063,799
    Other annuity contracts                         859,536            848,976            898,781            945,694
    Note payable                                     84,321             80,142             84,278             92,732
    Dividend accumulations and
      other policyholder funds                       78,857             78,857             91,042             91,042
    Liability accounts                            1,718,864          1,718,864          1,107,049          1,107,049


</TABLE>


 (10)   ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE

        (a)   FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

              The Company is a party to financial instruments with
              off-balance-sheet risk in a normal course of business through
              management of its investment portfolio. The Company had
              outstanding commitments to fund mortgage loans, bonds and venture
              capital partnerships of approximately $74,000 and $229,000 as of
              December 31, 1999 and 1998, respectively. These commitments
              involve varying degrees, elements of credit and market risk in
              excess of amounts recognized in the financial statements. The
              credit risk of all financial instruments, whether on- or
              off-balance sheet, is controlled through credit approvals, limits,
              and monitoring procedures.





                                       22
<PAGE>   24



            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
      (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997

                                 (in thousands)



        (b)   SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

              Mortgage loans are collateralized by the underlying properties.
              Collateral must meet or exceed 125% of the loan at the time the
              loan is made. The Company grants mainly commercial mortgage loans
              to customers throughout the United States. The Company has a
              diversified loan portfolio, and total loans in any state do not
              exceed 10% of the total loan portfolio as of December 31, 1999.
              The summary below depicts loan exposure of remaining principal
              balances by type as of December 31, 1999 and 1998:
<TABLE>
<CAPTION>


                                                               1999         1998
                                                            ----------  -----------
<S>                                                        <C>           <C>
Mortgage assets by type:
    Retail                                                 $  393,543      381,044
    Office                                                    320,988      312,092
    Apartment                                                 304,106      285,643
    Industrial                                                157,854      162,278
    Other                                                     107,372      113,725
                                                           -----------  -----------

                                                            1,283,863    1,254,782
      Less valuation allowances                                 9,707        9,602
                                                           -----------  -----------

               Total mortgage loans on real estate, net    $1,274,156    1,245,180
                                                           ===========  ===========
</TABLE>




 (11)   PENSIONS AND OTHER POSTRETIREMENT BENEFITS

        The Company sponsors a funded pension plan covering all home office
        employees. Retirement benefits are based on years of service and the
        highest average earnings in five of the last ten years. The Company also
        sponsors unfunded pension plans covering home office employees where
        benefits exceed Code 401(a)(17) and Code 415 limits and covering general
        agents. The general agents plan provides benefits based on years of
        service and average compensation during the final five and ten years of
        service

        The Company currently offers eligible retirees the opportunity to
        participate in a health plan. The Company has two health plans, one is
        offered to home office employees, the other is offered to career agents.

           HOME OFFICE EMPLOYEE HEALTH PLAN

           The Company provides a declining service schedule. Only home office
           employees hired prior to January 1, 1996, may become eligible for
           these benefits provided that the employee meets the age and years of
           service requirements. The plan states that an employee becomes
           eligible as follows: age 55 with 20 years of credited service at
           retirement, age 56 with 18 years of service, age 57 with 16 years of
           service grading to age 64 with 2 years of service. The health plan is
           contributory with retirees contributing approximately 15% of premium
           for coverage.





                                       23
<PAGE>   25

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
      (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997

                                 (in thousands)


           CAREER AGENTS HEALTH PLAN

           Only career agents with contracts effective prior to January 1, 1996,
           may become eligible for these benefits provided that the agent is at
           least age 55 and has 15 years of credited service at retirement. The
           health plan is contributory, with retirees contributing approximately
           47% of medical costs.

<TABLE>
<CAPTION>
                                                        PENSION BENEFITS           OTHER BENEFITS
                                                     -----------------------   -----------------------
                                                        1999        1998         1999         1998
                                                     -----------  ----------   ----------   ----------
<S>                                                 <C>               <C>          <C>          <C>
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year             $    46,777      45,583       14,238       14,572
Service cost                                              2,634       2,520          300          258
Interest cost                                             3,282       3,131          399          333
Actuarial (loss) gain                                    (4,341)        738         (619)        (643)
Benefits paid                                            (2,810)     (5,195)        (234)        (282)
                                                    ------------  ----------   ----------   ----------

Benefit obligation at end of year                   $    45,542      46,777       14,084       14,238
                                                    ============  ==========   ==========   ==========

CHANGE IN PLAN ASSETS
Fair value of assets at beginning of year           $    23,797      24,854
Actual return on plan assets                             12,142       1,335
Employer contribution                                     1,410         701
Benefits paid                                            (1,820)     (3,093)
                                                    ------------  ----------   ----------   ----------

Fair value of assets at end of year                      35,529      23,797           --           --
                                                    ============  ==========   ==========   ==========

CALCULATION OF FUNDED STATUS
Funded status                                       $    (9,923)    (22,980)     (14,084)     (14,238)
Unrecognized actuarial (gain) loss                       (6,222)      9,625           --           --
Unrecognized prior service cost                            (678)       (745)          --           --
                                                    ------------  ----------   ----------   ----------

Net amount recognized                               $   (16,823)    (14,100)     (14,084)     (14,238)
                                                    ============  ==========   ==========   ==========
</TABLE>



                                       24
<PAGE>   26

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
      (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997


        The following table shows the portions of the above values, in
        aggregate, attributable to the pension plans whose Accumulated Benefit
        Obligation exceeds Plan Assets.


                                                  PENSION BENEFITS
                                           --------------------------------
                                             1999        1998       1997
                                          ---------    --------    --------

Projected Benefit Obligation              $  19,941      18,708     18,299
Accumulated Benefit Obligation               15,981      13,864     14,307
Assets                                           --          --        257
Minimum Liability                            15,981      13,864     14,050
Accrued Pension Cost                        (15,584)    (10,829)    (9,620)
Unrecognized Transition Obligation            2,329       2,620      2,911




       WEIGHTED AVERAGE ASSUMPTIONS AS OF DECEMBER 31

                                           PENSION BENEFITS      OTHER BENEFITS
                                          ------------------   -----------------
                                             1999      1998      1999      1998
                                          ---------  -------   -------   -------
Discount rate                             $  6.90%    5.80%     7.65%     6.94%
Expected return on plan assets              10.50%    9.00%       --        --
Rate of compensation increase                5.70%    5.70%       --        --





       For measurement purposes, a nine percent annual rate of increase in the
       per capita cost of covered health care benefits was assumed for 2000. The
       rate was assumed to decrease gradually to five percent for 2001 and
       remain at that level thereafter.

       COMPONENTS OF NET PERIODIC BENEFIT COST
<TABLE>
<CAPTION>
                                                        PENSION BENEFITS                                OTHER BENEFITS
                                              --------------------------------------          -----------------------------------
                                              1999             1998             1997           1999           1998           1997
                                              ----             ----             ----           ----           ----           ----
<S>                                         <C>               <C>              <C>             <C>             <C>           <C>
Service cost                                $ 2,634            2,520            2,221            300            258            301
Interest cost                                 3,411            3,131            3,072            399            333            468
Expected return on plan assets               (2,404)          (2,087)          (2,037)            --             --             --
Amortization of prior service cost              (67)             (67)             (67)          (504)          (504)          (367)
Recognized actuarial loss                       549              564              300           (115)          (139)          (107)
                                            -------           ------           ------           ----           ----           ----

Net periodic benefit cost                   $ 4,123            4,061            3,489             80            (52)           295
                                            =======           ======           ======           ====           ====           ====
</TABLE>



                                       25
<PAGE>   27


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
      (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997

                                 (in thousands)




       The health care cost trend rate assumption has a significant effect on
       the amounts reported for the health care plan. A one percentage point
       increase in the assumed health care cost trend rate would increase the
       accumulated postretirement benefit obligation as of December 31, 1999 and
       1998 by $274 and $236, respectively, and the net periodic postretirement
       benefit cost for the years ended December 31, 1999 and 1998 by $17.

       The Company also maintains a qualified contributory defined contribution
       profit sharing plan covering substantially all employees. Company
       contributions to the Profit Sharing Plan are based on the net earnings of
       the Company and are payable at the sole discretion of management. The
       expense reported for contributions to the plan for 1999, 1998, and 1997
       were $1,917, $1,829 and $1,825, respectively.

       The Company has other deferred compensation and supplemental pension
       plans. The expenses for these plans in 1999, 1998 and 1997 were $8,962,
       $6,277 and $5,245, respectively.

 (12)  REGULATORY RISK-BASED CAPITAL, RETAINED EARNINGS AND DIVIDEND
       RESTRICTIONS

       ONLIC and ONLAC exceed the minimum risk-based capital requirements as
       established by the NAIC as of December 31, 1999.

       The Company has designated a portion of retained earnings for separate
       account contingencies and investment guarantees totaling $1,648 as of
       December 31, 1999 and 1998.

       The payment of dividends by the Company to its parent, ONFS, is limited
       by Ohio law. As of December 31, 1999, $25,791 of retained earnings, as
       presented in the accompanying financial statements, is restricted as to
       dividend payments in 2000.

 (13)  BANK LINES OF CREDIT

       As of December 31, 1999 and 1998, ONLIC had a $10,000 unsecured line of
       credit which was not utilized during 1999 and 1998.

 (14)  CONTINGENCIES

       The Company and its subsidiaries are defendants in various legal actions
       arising in the normal course of business. While the outcome of such
       matters cannot be predicted with certainty, management believes such
       matters will be resolved without material adverse impact on the
       financial condition of the Company.





                                       26
<PAGE>   28


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
      (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997

                                 (in thousands)


 (15)   REINSURANCE

        The Company routinely enters into reinsurance transactions with other
        insurance companies. This reinsurance involves either ceding certain
        risks to or assuming risks from other insurance companies. The primary
        purpose of ceded reinsurance is to protect the Company from potential
        losses in excess of levels that it is prepared to accept. Reinsurance
        does not discharge the Company from its primary liability to
        policyholders and to the extent that a reinsurer should be unable to
        meet its obligations, the Company would be liable to policyholders. The
        Company has reinsurance recoverables of $95,291 and $78,265 at December
        31, 1999 and 1998, respectively. Ceded premiums approximated 12% and 9%
        of gross earned life and accident and health premiums during 1999 and
        1998, respectively.

 (16)   SEGMENT INFORMATION

        The Company conducts its business in three operating segments:
        individual life insurance, pension and annuities, and other insurance.
        Individual life insurance includes whole life, universal life, variable
        universal life and term life. All products within this segment share
        similar distribution systems and some degree of mortality (loss of life)
        risk. Pension and annuities include fixed and variable deferred and
        immediate annuities issued to individuals as well as guaranteed
        investment and accumulated deposit contracts issued to groups. The
        products in this segment are primarily designed for asset accumulation
        and generation of investment returns. Other insurance includes
        individual disability insurance along with group life and disability
        insurance. These lines are viewed as "complementary" lines that allow us
        to provide a broad portfolio of products to enhance sales in our two
        primary operating segments. In addition to our operating segments,
        certain assets not specifically allocated to support any product line,
        along with various corporate expenses and liabilities, are assigned to
        the corporate segment. All revenue, expense, asset and liability amounts
        are allocated to one of the four segments. As such, the sum of the
        financial information from these segments equals the information for the
        Company as a whole.


                                       27
<PAGE>   29

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
      (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997

                                 (in thousands)

<TABLE>
<CAPTION>


                                                                                 FOR THE YEAR ENDED OR
                                                                                AS OF DECEMBER 31, 1999
                                                     ----------------------------------------------------------------------------
                                                     INDIVIDUAL         PENSION
                                                        LIFE              AND           OTHER
                                                     INSURANCE         ANNUITIES      INSURANCE      CORPORATE           TOTAL
                                                     ----------------------------------------------------------------------------
<S>                                                  <C>              <C>             <C>            <C>             <C>
 Revenues:
     Traditional life insurance premiums             $  101,019       $       --       $ 30,260       $     --       $  131,279
     Accident and health insurance premiums                  --               --         25,530             --           25,530
     Annuity premiums and charges                            --           36,931             --             --           36,931
     Universal life policy charges                       66,189               --             --             --           66,189
     Net investment income                              118,147          265,808          8,756         21,436          414,147
     Net realized gains on investments                       --               --             --         26,484           26,484
     Other income                                           172           14,355             --             --           14,527
                                                     ----------------------------------------------------------------------------

                                                        285,527          317,094         64,546         47,920          715,087
Benefits and expenses:
     Benefits and claims                                160,284          206,575         49,048             --          415,907
     Provision for policyholder dividends                27,563               19             --             --           27,582
     Operating expenses                                  46,148           46,743         14,102         14,227          121,220
                                                     ----------------------------------------------------------------------------

                                                        233,995          253,337         63,150         14,227          564,709

        Income before federal income taxes           $   51,532       $   63,757       $  1,396       $ 33,693       $  150,378
                                                     ============================================================================

Total assets as of December 31, 1999                 $2,145,787       $4,913,534       $159,131       $299,933       $7,518,385
                                                     ============================================================================

</TABLE>


       (1) Premiums, policy charges and investment income for life and other
           insurance includes the net contribution from Closed Block for the
           year ended December 31, 1999.


                                       28

<PAGE>   30

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
      (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                               FOR THE YEAR ENDED OR
                                                                              AS OF DECEMBER 31, 1998
                                                 ----------------------------------------------------------------------------------
                                                     INDIVIDUAL         PENSION
                                                        LIFE              AND           OTHER
                                                     INSURANCE         ANNUITIES      INSURANCE      CORPORATE           TOTAL
                                                 ----------------------------------------------------------------------------------
<S>                                                  <C>             <C>              <C>            <C>              <C>
Revenues:
     Traditional life insurance premiums              $   91,565     $       --       $ 30,335        $     --        $  121,900
     Accident and health insurance premiums                   --             --         25,183              --            25,183
     Annuity premiums and charges                             --         32,280             --              --            32,280
     Universal life policy charges                        59,743             --             --              --            59,743
     Net investment income                               111,723        267,560          7,721           7,821           394,825
     Net realized gains on investments                        --             --             --           1,903             1,903
     Other income                                            (29)        13,189             --              --            13,160
                                                     ------------------------------------------------------------------------------

                                                         263,002        313,029         63,239           9,724           648,994
Benefits and expenses:
     Benefits and claims                                 146,503        212,512         41,647              --           400,662
     Provision for policyholder dividends                 27,635             24             --              --            27,659
     Operating expenses                                   41,814         39,963         16,440          16,545           114,762
                                                     ------------------------------------------------------------------------------

                                                         215,952        252,499         58,087          16,545           543,083

        Income before federal income taxes            $   47,050     $   60,530       $  5,152        $ (6,821)       $  105,911
                                                     ==============================================================================

Total assets as of December 31, 1998                  $1,994,834     $4,263,703       $161,577        $441,408        $6,861,522
                                                     ==============================================================================

</TABLE>


       (1) Premiums, policy charges and investment income for life and other
           insurance includes the net contribution from Closed Block for the
           year ended December 31, 1998.




                                       29
<PAGE>   31


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
      (a wholly owned subsidiary of Ohio National Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                               FOR THE YEAR ENDED OR
                                                                              AS OF DECEMBER 31, 1998
                                                 --------------------------------------------------------------------------------
                                                     INDIVIDUAL         PENSION
                                                        LIFE              AND           OTHER
                                                     INSURANCE         ANNUITIES      INSURANCE      CORPORATE           TOTAL
                                                 --------------------------------------------------------------------------------
<S>                                                  <C>             <C>             <C>            <C>              <C>
 Revenues:
     Traditional life insurance premiums              $   91,758     $       --      $ 26,202        $     --        $  117,960
     Accident and health insurance premiums                   --             --        23,921              --            23,921
     Annuity premiums and charges                             --         34,187            --              --            34,187
     Universal life policy charges                        50,991             --            --              --            50,991
     Net investment income                               102,107        272,153         8,084           4,349           386,693
     Net realized gains on investments                        --             --            --          12,500            12,500
     Other income                                            (26)        12,830            --              --            12,804
                                                 --------------------------------------------------------------------------------
                                                         244,830        319,170        58,207          16,849           639,056
Benefits and expenses:
     Benefits and claims                                 133,850        222,283        35,773              --           391,906
     Provision for policyholder dividends                 25,309             23            --              --            25,332
     Operating expenses                                   39,001         37,930        17,204          22,857           116,992
                                                 --------------------------------------------------------------------------------
                                                         198,160        260,236        52,977          22,857           534,230


        Income before federal income taxes            $   46,670     $   58,934      $  5,230        $ (6,008)       $  104,826
                                                 ================================================================================

Total assets as of December 31, 1997                  $1,722,594     $4,033,860      $156,600        $417,508        $6,330,562
                                                 ================================================================================
</TABLE>





                                       30

<PAGE>   55

OHIO NATIONAL VARIABLE ACCOUNT B

 STATEMENTS OF ASSETS AND CONTRACT OWNERS' EQUITY

                                                               December 31, 1999
<TABLE>
<CAPTION>
                                                                  MONEY
                                                  EQUITY          MARKET          BOND           OMNI         INTERNATIONAL
                                                SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT       SUBACCOUNT
                                                -----------     ----------     ----------     -----------     -------------
<S>                                             <C>             <C>            <C>            <C>             <C>
Assets -- Investments at market value (note
2)............................................  $52,359,628     $5,195,427     $4,056,141     $35,778,591      $33,560,519
                                                ===========     ==========     ==========     ===========      ===========
Contract owners' equity
  Contracts in accumulation period (note 3)...   51,245,715      4,306,774      4,015,613      35,237,550       33,545,985
  Annuity reserves for contract in payment
  period......................................    1,113,913        888,653         40,528         541,041           14,534
                                                -----------     ----------     ----------     -----------      -----------
Total contract owners' equity.................  $52,359,628     $5,195,427     $4,056,141     $35,778,591      $33,560,519
                                                ===========     ==========     ==========     ===========      ===========

<CAPTION>
                                                  CAPITAL
                                                APPRECIATION      SMALL CAP
                                                 SUBACCOUNT      SUBACCOUNT
                                                ------------     -----------
<S>                                             <C>              <C>
Assets -- Investments at market value (note
2)............................................  $11,116,842      $19,591,957
                                                ===========      ===========
Contract owners' equity
  Contracts in accumulation period (note 3)...   11,108,182       19,591,957
  Annuity reserves for contract in payment
  period......................................        8,660                0
                                                -----------      -----------
Total contract owners' equity.................  $11,116,842      $19,591,957
                                                ===========      ===========
</TABLE>
<TABLE>
<CAPTION>
                                                          INTERNATIONAL
                                                              SMALL          AGGRESSIVE        CORE          GROWTH &
                                                             COMPANY           GROWTH         GROWTH          INCOME
                                                           SUBACCOUNT        SUBACCOUNT     SUBACCOUNT      SUBACCOUNT
                                                          -------------      ----------     ----------      -----------
<S>                                                       <C>                <C>            <C>             <C>
Assets -- Investments at market value (note 2)..........   $7,091,706        $2,845,349     $4,586,920      $15,238,449
                                                           ==========        ==========     ==========      ===========
Contract owners' equity
  Contracts in accumulation period (note 3).............    7,091,706         2,845,349      4,586,920       15,212,722
  Annuity reserves for contract in payment period.......            0                 0              0           25,727
                                                           ----------        ----------     ----------      -----------
Total contract owners' equity...........................   $7,091,706        $2,845,349     $4,586,920      $15,238,449
                                                           ==========        ==========     ==========      ===========

<CAPTION>

                                                            S&P 500         SOCIAL          EQUITY
                                                             INDEX         AWARENESS        INCOME
                                                          SUBACCOUNT      SUBACCOUNT      SUBACCOUNT
                                                          -----------     -----------     ----------
<S>                                                       <C>             <C>             <C>
Assets -- Investments at market value (note 2)..........  $23,937,966     $   350,697     $   3,137
                                                          ===========     ===========     =========
Contract owners' equity
  Contracts in accumulation period (note 3).............   23,703,999         350,697             0
  Annuity reserves for contract in payment period.......      233,967               0             0
                                                          -----------     -----------     ---------
Total contract owners' equity...........................  $23,937,966     $   350,697     $   3,137
                                                          ===========     ===========     =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       121
<PAGE>   56

OHIO NATIONAL VARIABLE ACCOUNT B

 STATEMENTS OF ASSETS AND CONTRACT OWNERS' EQUITY

                                                               December 31, 1999
<TABLE>
<CAPTION>

                                               HIGH INCOME       CAPITAL       DOW TARGET 10      DOW TARGET 5
                                                  BOND            GROWTH         NOVEMBER           NOVEMBER
                                               SUBACCOUNT       SUBACCOUNT      SUBACCOUNT         SUBACCOUNT
                                               -----------      ----------     -------------      ------------
<S>                                            <C>              <C>            <C>                <C>
Assets -- Investments at market value (note
  2).........................................  $   12,685       $  198,091      $    7,285         $    7,943
                                               ==========       ==========      ==========         ==========
Contract owners' equity
  Contracts in accumulation period (note
     3)......................................  $   12,685       $  198,091      $    7,285         $    7,943
                                               ==========       ==========      ==========         ==========

<CAPTION>
                                                          JANUS ASPEN SERIES
                                               -----------------------------------------
                                                               WORLDWIDE
                                                 GROWTH          GROWTH        BALANCED
                                               SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
                                               -----------     ----------     ----------
<S>                                            <C>             <C>            <C>
Assets -- Investments at market value (note
  2).........................................  $ 1,138,374      $779,519       $566,872
                                               ===========      ========       ========
Contract owners' equity
  Contracts in accumulation period (note
     3)......................................  $ 1,138,374      $779,519       $566,872
                                               ===========      ========       ========
</TABLE>
<TABLE>
<CAPTION>
                                                                                             MORGAN
                                                         STRONG VARIABLE FUNDS              STANLEY           GOLDMAN SACHS
                                                ---------------------------------------    ----------    ------------------------
                                                OPPORTUNITY     SCHAFER       MID-CAP       US REAL      VIT GROWTH     VIT CORE
                                                    II          VALUE II     GROWTH II       ESTATE       & INCOME     US EQUITY
                                                SUBACCOUNT     SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                                                -----------    ----------    ----------    ----------    ----------    ----------
<S>                                             <C>            <C>           <C>           <C>           <C>           <C>
Assets -- Investments at market value (note
  2)..........................................    $ 5,502       $ 5,744      $ 112,271      $58,379       $22,280       $92,184
                                                  =======       =======      =========      =======       =======       =======
Contract owners' equity
  Contracts in accumulation period (note 3)...    $ 5,502       $ 5,744      $ 112,271      $58,379       $22,280       $92,184
                                                  =======       =======      =========      =======       =======       =======

<CAPTION>

                                                   LAZARD RETIREMENT
                                                ------------------------
                                                 EMERGING       SMALL
                                                  MARKET         CAP
                                                SUBACCOUNT    SUBACCOUNT
                                                ----------    ----------
<S>                                             <C>           <C>
Assets -- Investments at market value (note
  2)..........................................   $  4,299      $  7,358
                                                 ========      ========
Contract owners' equity
  Contracts in accumulation period (note 3)...   $  4,299      $  7,358
                                                 ========      ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       122
<PAGE>   57

OHIO NATIONAL VARIABLE ACCOUNT B

 STATEMENTS OF OPERATIONS

                                  For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
                                               EQUITY                       MONEY MARKET                      BOND
                                             SUBACCOUNT                      SUBACCOUNT                    SUBACCOUNT
                                     ---------------------------      -------------------------      -----------------------
                                         1999            1998            1999           1998           1999          1998
                                     ------------     ----------      ----------     ----------      ---------     ---------
<S>                                  <C>              <C>             <C>            <C>             <C>           <C>
Investment activity:
  Reinvested dividends.............  $    158,742     $  643,736      $  225,724     $  201,970      $ 298,236     $ 289,292
  Risk & administrative expense
     (note 4)......................      (478,211)      (546,470)        (42,741)       (42,082)       (40,556)      (46,515)
                                     ------------     ----------      ----------     ----------      ---------     ---------
       Net investment activity.....      (319,469)        97,266         182,983        159,888        257,680       242,777
                                     ------------     ----------      ----------     ----------      ---------     ---------
  Realized & Unrealized gain (loss)
     on investments:
     Reinvested capital gains......    20,150,862        967,611               0              0              0             0
     Realized gain (loss)..........     3,064,788      1,549,381          (3,325)             0        (44,458)       17,889
     Unrealized gain (loss)........   (14,467,643)      (381,417)              0              0       (230,000)      (89,689)
                                     ------------     ----------      ----------     ----------      ---------     ---------
          Net gain (loss) on
            investments............     8,748,007      2,135,575          (3,325)             0       (274,458)      (71,800)
                                     ------------     ----------      ----------     ----------      ---------     ---------
            Net increase (decrease)
               in contract owners'
               equity from
               operations..........  $  8,428,538     $2,232,841      $  179,658     $  159,888      $ (16,778)    $ 170,977
                                     ============     ==========      ==========     ==========      =========     =========

<CAPTION>
                                               OMNI
                                            SUBACCOUNT
                                     -------------------------
                                        1999           1998
                                     ----------     ----------
<S>                                  <C>            <C>
Investment activity:
  Reinvested dividends.............  $  796,221     $1,083,391
  Risk & administrative expense
     (note 4)......................    (364,706)      (427,281)
                                     ----------     ----------
       Net investment activity.....     431,515        656,110
                                     ----------     ----------
  Realized & Unrealized gain (loss)
     on investments:
     Reinvested capital gains......   1,224,231          6,749
     Realized gain (loss)..........   2,008,442      1,039,662
     Unrealized gain (loss)........    (148,783)      (397,565)
                                     ----------     ----------
          Net gain (loss) on
            investments............   3,083,890        648,846
                                     ----------     ----------
            Net increase (decrease)
               in contract owners'
               equity from
               operations..........  $3,515,405     $1,304,956
                                     ==========     ==========
</TABLE>
<TABLE>
<CAPTION>
                                          INTERNATIONAL               CAPITAL APPRECIATION                 SMALL CAP
                                            SUBACCOUNT                     SUBACCOUNT                      SUBACCOUNT
                                    --------------------------      -------------------------      --------------------------
                                       1999            1998            1999           1998            1999            1998
                                    -----------     ----------      ----------     ----------      -----------     ----------
<S>                                 <C>             <C>             <C>            <C>             <C>             <C>
Investment activity:
  Reinvested dividends............  $         0     $1,156,082      $  337,943     $  290,823      $         0     $        0
  Risk & administrative expense
     (note 4).....................     (247,052)      (309,250)       (114,400)      (117,381)        (117,155)       (76,080)
                                    -----------     ----------      ----------     ----------      -----------     ----------
       Net investment activity....     (247,052)       846,832         223,543        173,442         (117,155)       (76,080)
                                    -----------     ----------      ----------     ----------      -----------     ----------
  Realized & Unrealized gain
     (loss) on investments:
     Reinvested capital gains.....            0      1,161,180       1,027,347        911,853        5,016,049            125
     Realized gain (loss).........     (461,499)       (77,521)        107,420        111,752          803,917         47,477
     Unrealized gain (loss).......   14,166,256       (927,238)       (766,935)      (664,732)       4,000,217        827,495
                                    -----------     ----------      ----------     ----------      -----------     ----------
          Net gain on
            investments...........   13,704,757        156,421         367,832        358,873        9,820,183        875,097
                                    -----------     ----------      ----------     ----------      -----------     ----------
            Net increase in
               contract owners'
               equity from
               operations.........  $13,457,705     $1,003,253      $  591,375     $  532,315      $ 9,703,028     $  799,017
                                    ===========     ==========      ==========     ==========      ===========     ==========

<CAPTION>
                                    INTERNATIONAL SMALL CO.
                                          SUBACCOUNT
                                    -----------------------
                                       1999          1998
                                    ----------     --------
<S>                                 <C>            <C>
Investment activity:
  Reinvested dividends............  $        0     $123,763
  Risk & administrative expense
     (note 4).....................     (44,594)     (41,755)
                                    ----------     --------
       Net investment activity....     (44,594)      82,008
                                    ----------     --------
  Realized & Unrealized gain
     (loss) on investments:
     Reinvested capital gains.....     671,300      380,757
     Realized gain (loss).........      93,100        7,587
     Unrealized gain (loss).......   2,962,132     (376,963)
                                    ----------     --------
          Net gain on
            investments...........   3,726,532       11,381
                                    ----------     --------
            Net increase in
               contract owners'
               equity from
               operations.........  $3,681,938     $ 93,389
                                    ==========     ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       123
<PAGE>   58

OHIO NATIONAL VARIABLE ACCOUNT B

 STATEMENTS OF OPERATIONS

                                  For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
                                         AGGRESSIVE GROWTH                 CORE GROWTH                  GROWTH & INCOME
                                            SUBACCOUNT                     SUBACCOUNT                     SUBACCOUNT
                                     -------------------------      -------------------------      -------------------------
                                        1999           1998            1999           1998            1999           1998
                                     ----------     ----------      ----------     ----------      ----------     ----------
<S>                                  <C>            <C>             <C>            <C>             <C>            <C>
Investment activity:
  Reinvested dividends.............  $        0     $        0      $        0     $        0      $   21,336     $   60,145
  Risk & administrative expense
     (note 4)......................     (26,005)       (27,354)        (24,373)       (16,008)        (98,158)       (58,966)
                                     ----------     ----------      ----------     ----------      ----------     ----------
       Net investment activity.....     (26,005)       (27,354)        (24,373)       (16,008)        (76,822)         1,179
                                     ----------     ----------      ----------     ----------      ----------     ----------
  Realized & Unrealized gain (loss)
     on investments:
     Reinvested capital gains......           0        200,891         949,341              0       2,196,234              0
     Realized gain (loss)..........     (47,192)        23,950         144,682          4,074         225,476        (31,303)
     Unrealized gain (loss)........     176,397        (14,822)      1,030,245        147,453       3,034,105        286,998
                                     ----------     ----------      ----------     ----------      ----------     ----------
          Net gain on
            investments............     129,205        210,019       2,124,268        151,527       5,455,815        255,695
                                     ----------     ----------      ----------     ----------      ----------     ----------
            Net increase in
               contract owners'
               equity from
               operations..........  $  103,200     $  182,665      $2,099,895     $  135,519      $5,378,993     $  256,874
                                     ==========     ==========      ==========     ==========      ==========     ==========

<CAPTION>
                                           S&P 500 INDEX
                                            SUBACCOUNT
                                     -------------------------
                                        1999           1998
                                     ----------     ----------
<S>                                  <C>            <C>
Investment activity:
  Reinvested dividends.............  $  495,882     $  187,262
  Risk & administrative expense
     (note 4)......................    (195,698)       (65,983)
                                     ----------     ----------
       Net investment activity.....     300,184        121,279
                                     ----------     ----------
  Realized & Unrealized gain (loss)
     on investments:
     Reinvested capital gains......   1,783,851        457,759
     Realized gain (loss)..........     476,383         94,319
     Unrealized gain (loss)........   1,973,695      1,128,994
                                     ----------     ----------
          Net gain on
            investments............   4,233,929      1,681,072
                                     ----------     ----------
            Net increase in
               contract owners'
               equity from
               operations..........  $4,534,113     $1,802,351
                                     ==========     ==========
</TABLE>
<TABLE>
<CAPTION>
                                                                                                   HIGH
                                                                                   EQUITY         INCOME          CAPITAL
                                                      SOCIAL AWARENESS             INCOME          BOND           GROWTH
                                                         SUBACCOUNT              SUBACCOUNT     SUBACCOUNT      SUBACCOUNT
                                                  -------------------------      ----------     ----------      -----------
                                                     1999           1998          1999(a)        1999(a)          1999(a)
                                                  ----------     ----------      ----------     ----------      -----------
<S>                                               <C>            <C>             <C>            <C>             <C>
Investment activity:
  Reinvested dividends..........................  $    1,714     $    3,337      $        6     $      121      $         0
  Risk & administrative expense (note 4)........      (3,925)        (6,311)              0             (6)            (122)
                                                  ----------     ----------      ----------     ----------      -----------
       Net investment activity..................      (2,211)        (2,974)              6            115             (122)
                                                  ----------     ----------      ----------     ----------      -----------
  Realized & Unrealized gain (loss) on
     investments:
     Reinvested capital gains...................           0              0               0              0           19,904
     Realized gain (loss).......................    (115,903)       (36,029)              0              0            1,964
     Unrealized gain (loss).....................     155,885       (166,905)             34            (52)            (340)
                                                  ----------     ----------      ----------     ----------      -----------
          Net gain (loss) on investments........      39,982       (202,934)             34            (52)          21,528
                                                  ----------     ----------      ----------     ----------      -----------
            Net increase (decrease) in contract
               owners' equity from operations...  $   37,771     $ (205,908)     $       40     $       63      $    21,406
                                                  ==========     ==========      ==========     ==========      ===========

<CAPTION>
                                                     DOW            DOW
                                                  TARGET 10       TARGET 5
                                                   NOVEMBER       NOVEMBER
                                                  SUBACCOUNT     SUBACCOUNT
                                                  ----------     ----------
                                                   1999(a)        1999(a)
                                                  ----------     ----------
<S>                                               <C>            <C>
Investment activity:
  Reinvested dividends..........................  $       24      $     34
  Risk & administrative expense (note 4)........          (9)          (10)
                                                  ----------      --------
       Net investment activity..................          15            24
                                                  ----------      --------
  Realized & Unrealized gain (loss) on
     investments:
     Reinvested capital gains...................           0             0
     Realized gain (loss).......................           0           (75)
     Unrealized gain (loss).....................         101           (32)
                                                  ----------      --------
          Net gain (loss) on investments........         101          (107)
                                                  ----------      --------
            Net increase (decrease) in contract
               owners' equity from operations...  $      116      $    (83)
                                                  ==========      ========
</TABLE>

- ---------------

(a) Period from November 1, 1999, date of commencement of operations.

   The accompanying notes are an integral part of these financial statements.

                                       124
<PAGE>   59

OHIO NATIONAL VARIABLE ACCOUNT B

 STATEMENTS OF OPERATIONS

                                  For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>

                                                   JANUS ASPEN SERIES RETIREMENT SHARES
                                                -------------------------------------------
                                                                 WORLDWIDE
                                                  GROWTH          GROWTH          BALANCED
                                                SUBACCOUNT      SUBACCOUNT       SUBACCOUNT
                                                -----------     -----------      ----------
                                                  1999(a)         1999(a)         1999(a)
                                                -----------     -----------      ----------
<S>                                             <C>             <C>              <C>
Investment activity:
  Reinvested dividends........................  $       962     $         0      $    5,962
  Risk & administrative expense (note 4)......         (681)           (467)           (397)
                                                -----------     -----------      ----------
       Net investment activity................          281            (467)          5,565
                                                -----------     -----------      ----------
  Realized & Unrealized gain (loss) on
     investments:
     Reinvested capital gains.................            0               0               0
     Realized gain (loss).....................        5,243           2,566             356
     Unrealized gain (loss)...................       65,747          83,099          21,636
                                                -----------     -----------      ----------
       Net gain (loss) on investments.........       70,990          85,665          21,992
                                                -----------     -----------      ----------
          Net increase (decrease) in contract
            owners' equity from operations....  $    71,271     $    85,198      $   27,557
                                                ===========     ===========      ==========

<CAPTION>
                                                                                                  MORGAN
                                                       STRONG VARIABLE ANNUITY FUNDS             STANLEY
                                                -------------------------------------------     ----------
                                                OPPORTUNITY       SCHAFER         MID-CAP        US REAL
                                                    II            VALUE II         GROWTH         ESTATE
                                                SUBACCOUNT       SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
                                                -----------      ----------      ----------     ----------
                                                  1999(a)         1999(a)         1999(a)        1999(a)
                                                -----------      ----------      ----------     ----------
<S>                                             <C>              <C>             <C>            <C>
Investment activity:
  Reinvested dividends........................  $        0       $        0      $        0     $    1,107
  Risk & administrative expense (note 4)......           0                0             (35)           (23)
                                                ----------       ----------      ----------     ----------
       Net investment activity................           0                0             (35)         1,084
                                                ----------       ----------      ----------     ----------
  Realized & Unrealized gain (loss) on
     investments:
     Reinvested capital gains.................           0                0               0              0
     Realized gain (loss).....................      (1,646)           1,758             217              0
     Unrealized gain (loss)...................          49               53           7,312          1,118
                                                ----------       ----------      ----------     ----------
       Net gain (loss) on investments.........      (1,597)           1,811           7,529          1,118
                                                ----------       ----------      ----------     ----------
          Net increase (decrease) in contract
            owners' equity from operations....  $   (1,597)      $    1,811      $    7,494     $    2,202
                                                ==========       ==========      ==========     ==========
</TABLE>
<TABLE>
<CAPTION>
                                                       GOLDMAN SACHS                 LAZARD RETIREMENT
                                                ---------------------------      -------------------------
                                                VIT GROWTH       VIT CORE         EMERGING        SMALL
                                                 & INCOME        US EQUITY         MARKET          CAP
                                                SUBACCOUNT      SUBACCOUNT       SUBACCOUNT     SUBACCOUNT
                                                -----------     -----------      ----------     ----------
                                                  1999(a)         1999(a)         1999(a)        1999(a)
                                                -----------     -----------      ----------     ----------
<S>                                             <C>             <C>              <C>            <C>
Investment activity:
  Reinvested dividends........................  $       197     $         0      $        8     $        0
  Risk & administrative expense (note 4)......          (27)            (29)             (3)             0
                                                -----------     -----------      ----------     ----------
       Net investment activity................          170             (29)              5              0
                                                -----------     -----------      ----------     ----------
  Realized & Unrealized gain (loss) on
     investments:
     Reinvested capital gains.................            0               0               0              0
     Realized gain............................            0             225               0              0
     Unrealized gain..........................          494           3,467             471              1
                                                -----------     -----------      ----------     ----------
       Net gain on investments................          494           3,692             471              1
                                                -----------     -----------      ----------     ----------
          Net increase in contract owners'
            equity from operations............  $       664     $     3,663      $      476     $        1
                                                ===========     ===========      ==========     ==========

</TABLE>

- ---------------

(a) Period from November 1, 1999, date of commencement of operations.

   The accompanying notes are an integral part of these financial statements.

                                       125
<PAGE>   60

OHIO NATIONAL VARIABLE ACCOUNT B

 STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY

                                  For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
                                               EQUITY SUBACCOUNT         MONEY MARKET SUBACCOUNT         BOND SUBACCOUNT
                                          ---------------------------    ------------------------    ------------------------
                                              1999           1998           1999          1998          1999          1998
                                          ------------    -----------    ----------    ----------    ----------    ----------
<S>                                       <C>             <C>            <C>           <C>           <C>           <C>
Increase (decrease) in contract owners'
  equity from operations:
  Net investment activity...............  $   (319,469)   $    97,266    $  182,983    $  159,888    $  257,680    $  242,777
  Reinvested capital gains..............    20,150,862        967,611             0             0             0             0
  Realized gain (loss)..................     3,064,788      1,549,381        (3,325)            0       (44,458)       17,889
  Unrealized gain (loss)................   (14,467,643)      (381,417)            0             0      (230,000)      (89,689)
                                          ------------    -----------    ----------    ----------    ----------    ----------
     Net increase (decrease) in contract
       owners' equity from operations...     8,428,538      2,232,841       179,658       159,888       (16,778)      170,977
                                          ------------    -----------    ----------    ----------    ----------    ----------
Equity transactions:
  Sales:
     Contract purchase payments.........       949,792      2,100,044       621,151     2,147,915       362,884       935,872
     Transfers from fixed & other
       subaccounts......................     2,858,015      2,435,432     5,065,523     2,619,746       239,788     1,709,892
                                          ------------    -----------    ----------    ----------    ----------    ----------
                                             3,807,807      4,535,476     5,686,674     4,767,661       602,672     2,645,764
                                          ------------    -----------    ----------    ----------    ----------    ----------
  Redemptions:
     Withdrawals & surrenders...........     5,123,319      3,364,861     1,372,115       954,565       564,887       290,032
     Annuity & death benefit payments...       759,507      1,078,632       128,071        83,578       269,265        48,171
     Transfers to fixed & other
       subaccounts......................     5,577,253      1,941,051     3,480,999     2,875,688       764,132     1,298,182
                                          ------------    -----------    ----------    ----------    ----------    ----------
                                            11,460,079      6,384,544     4,981,185     3,913,831     1,598,284     1,636,385
                                          ------------    -----------    ----------    ----------    ----------    ----------
       Net equity transactions..........    (7,652,272)    (1,849,068)      705,489       853,830      (995,612)    1,009,379
                                          ------------    -----------    ----------    ----------    ----------    ----------
          Net change in contract owners'
            equity......................       776,266        383,773       885,147     1,013,718    (1,012,390)    1,180,356
Contract owners' equity:
  Beginning of period...................    51,583,362     51,199,589     4,310,280     3,296,562     5,068,531     3,888,175
                                          ------------    -----------    ----------    ----------    ----------    ----------
  End of period.........................  $ 52,359,628    $51,583,362    $5,195,427    $4,310,280    $4,056,141    $5,068,531
                                          ============    ===========    ==========    ==========    ==========    ==========

<CAPTION>
                                               OMNI SUBACCOUNT
                                          --------------------------
                                             1999           1998
                                          -----------    -----------
<S>                                       <C>            <C>
Increase (decrease) in contract owners'
  equity from operations:
  Net investment activity...............  $   431,515    $   656,110
  Reinvested capital gains..............    1,224,231          6,749
  Realized gain (loss)..................    2,008,442      1,039,662
  Unrealized gain (loss)................     (148,783)      (397,565)
                                          -----------    -----------
     Net increase (decrease) in contract
       owners' equity from operations...    3,515,405      1,304,956
                                          -----------    -----------
Equity transactions:
  Sales:
     Contract purchase payments.........      666,992      2,747,209
     Transfers from fixed & other
       subaccounts......................    1,106,315      2,178,355
                                          -----------    -----------
                                            1,773,307      4,925,564
                                          -----------    -----------
  Redemptions:
     Withdrawals & surrenders...........    3,564,970      3,192,559
     Annuity & death benefit payments...      932,987        780,199
     Transfers to fixed & other
       subaccounts......................    5,144,919      1,931,656
                                          -----------    -----------
                                            9,642,876      5,904,414
                                          -----------    -----------
       Net equity transactions..........   (7,869,569)      (978,850)
                                          -----------    -----------
          Net change in contract owners'
            equity......................   (4,354,164)       326,106
Contract owners' equity:
  Beginning of period...................   40,132,755     39,806,649
                                          -----------    -----------
  End of period.........................  $35,778,591    $40,132,755
                                          ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       126
<PAGE>   61

OHIO NATIONAL VARIABLE ACCOUNT B

 STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY

                                  For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
                                                                          CAPITAL APPRECIATION
                                          INTERNATIONAL SUBACCOUNT             SUBACCOUNT              SMALL CAP SUBACCOUNT
                                         --------------------------    --------------------------    -------------------------
                                            1999           1998           1999           1998           1999           1998
                                         -----------    -----------    -----------    -----------    -----------    ----------
<S>                                      <C>            <C>            <C>            <C>            <C>            <C>
Increase in contract owners' equity
  from operations:
  Net investment activity..............  $  (247,052)   $   846,832    $   223,543    $   173,442    $  (117,155)   $  (76,080)
  Reinvested capital gains.............            0      1,161,180      1,027,347        911,853      5,016,049           125
  Realized gain (loss).................     (461,499)       (77,521)       107,420        111,752        803,917        47,477
  Unrealized gain (loss)...............   14,166,256       (927,238)      (766,935)      (664,732)     4,000,217       827,495
                                         -----------    -----------    -----------    -----------    -----------    ----------
     Net increase in contract owners'
       equity from operations..........   13,457,705      1,003,253        591,375        532,315      9,703,028       799,017
                                         -----------    -----------    -----------    -----------    -----------    ----------
Equity transactions:
  Sales:
     Contract purchase payments........      405,805      1,100,574        644,262      1,163,240        643,462       702,881
     Transfers from fixed & other
       subaccounts.....................      506,762        564,994        931,594        665,066      3,272,715       700,063
                                         -----------    -----------    -----------    -----------    -----------    ----------
                                             912,567      1,665,568      1,575,856      1,828,306      3,916,177     1,402,944
                                         -----------    -----------    -----------    -----------    -----------    ----------
  Redemptions:
     Withdrawals & surrenders..........    2,409,535      1,562,756        835,021        231,140      1,327,858       193,335
     Annuity & death benefit
       payments........................      491,647        255,710        276,869        129,216        181,117        70,497
     Transfers to fixed & other
       subaccounts.....................    6,030,672      5,087,977      1,880,606      1,128,899      1,558,667       878,703
                                         -----------    -----------    -----------    -----------    -----------    ----------
                                           8,931,854      6,906,443      2,992,496      1,489,255      3,067,642     1,142,535
                                         -----------    -----------    -----------    -----------    -----------    ----------
       Net equity transactions.........   (8,019,287)    (5,240,875)    (1,416,640)       339,051        848,535       260,409
                                         -----------    -----------    -----------    -----------    -----------    ----------
          Net change in contract
            owners' equity.............    5,438,418     (4,237,622)      (825,265)       871,366     10,551,563     1,059,426
Contract owners' equity:
  Beginning of period..................   28,122,101     32,359,723     11,942,107     11,070,741      9,040,394     7,980,968
                                         -----------    -----------    -----------    -----------    -----------    ----------
  End of period........................  $33,560,519    $28,122,101    $11,116,842    $11,942,107    $19,591,957    $9,040,394
                                         ===========    ===========    ===========    ===========    ===========    ==========

<CAPTION>
                                         INTERNATIONAL SMALL CO.
                                                SUBACCOUNT
                                         ------------------------
                                            1999          1998
                                         ----------    ----------
<S>                                      <C>           <C>
Increase in contract owners' equity
  from operations:
  Net investment activity..............  $  (44,594)   $   82,008
  Reinvested capital gains.............     671,300       380,757
  Realized gain (loss).................      93,100         7,587
  Unrealized gain (loss)...............   2,962,132      (376,963)
                                         ----------    ----------
     Net increase in contract owners'
       equity from operations..........   3,681,938        93,389
                                         ----------    ----------
Equity transactions:
  Sales:
     Contract purchase payments........     108,466       233,524
     Transfers from fixed & other
       subaccounts.....................     678,360       344,948
                                         ----------    ----------
                                            786,826       578,472
                                         ----------    ----------
  Redemptions:
     Withdrawals & surrenders..........     151,314        77,787
     Annuity & death benefit
       payments........................      39,040         7,840
     Transfers to fixed & other
       subaccounts.....................   1,496,514       478,743
                                         ----------    ----------
                                          1,686,868       564,370
                                         ----------    ----------
       Net equity transactions.........    (900,042)       14,102
                                         ----------    ----------
          Net change in contract
            owners' equity.............   2,781,896       107,491
Contract owners' equity:
  Beginning of period..................   4,309,810     4,202,319
                                         ----------    ----------
  End of period........................  $7,091,706    $4,309,810
                                         ==========    ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       127
<PAGE>   62

OHIO NATIONAL VARIABLE ACCOUNT B

 STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY

                                  For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
                                              AGGRESSIVE GROWTH
                                                  SUBACCOUNT            CORE GROWTH SUBACCOUNT     GROWTH & INCOME SUBACCOUNT
                                           ------------------------    ------------------------    ---------------------------
                                              1999          1998          1999          1998           1999           1998
                                           ----------    ----------    ----------    ----------    ------------    -----------
<S>                                        <C>           <C>           <C>           <C>           <C>             <C>
Increase in contract owners' equity from
  operations:
  Net investment activity................  $  (26,005)   $  (27,354)   $  (24,373)   $  (16,008)   $   (76,822)    $    1,179
  Reinvested capital gains...............           0       200,891       949,341             0      2,196,234              0
  Realized gain (loss)...................     (47,192)       23,950       144,682         4,074        225,476        (31,303)
  Unrealized gain (loss).................     176,397       (14,822)    1,030,245       147,453      3,034,105        286,998
                                           ----------    ----------    ----------    ----------    -----------     ----------
     Net increase in contract owners'
       equity from operations............     103,200       182,665     2,099,895       135,519      5,378,993        256,874
                                           ----------    ----------    ----------    ----------    -----------     ----------
Equity transactions:
  Sales:
     Contract purchase payments..........     110,532       365,436       287,789       315,440        843,108      1,767,790
     Transfers from fixed & other
       subaccounts.......................     493,901       146,582     1,298,977       320,848      4,200,569      2,890,406
                                           ----------    ----------    ----------    ----------    -----------     ----------
                                              604,433       512,018     1,586,766       636,288      5,043,677      4,658,196
                                           ----------    ----------    ----------    ----------    -----------     ----------
  Redemptions:
     Withdrawals & surrenders............     261,509       101,645       147,101        70,806        504,250        463,117
     Annuity & death benefit payments....      76,685        18,453         2,610         3,721         90,264         68,077
     Transfers to fixed & other
       subaccounts.......................     490,832       434,257       672,679       581,882      1,693,204      1,167,686
                                           ----------    ----------    ----------    ----------    -----------     ----------
                                              829,026       554,355       822,390       656,409      2,287,718      1,698,880
                                           ----------    ----------    ----------    ----------    -----------     ----------
       Net equity transactions...........    (224,593)      (42,337)      764,376       (20,121)     2,755,959      2,959,316
                                           ----------    ----------    ----------    ----------    -----------     ----------
          Net change in contract owners'
            equity.......................    (121,393)      140,328     2,864,271       115,398      8,134,952      3,216,190
Contract owners' equity:
  Beginning of period....................   2,966,742     2,826,414     1,722,649     1,607,251      7,103,497      3,887,307
                                           ----------    ----------    ----------    ----------    -----------     ----------
  End of period..........................  $2,845,349    $2,966,742    $4,586,920    $1,722,649    $15,238,449     $7,103,497
                                           ==========    ==========    ==========    ==========    ===========     ==========

<CAPTION>

                                            S&P 500 INDEX SUBACCOUNT
                                           --------------------------
                                              1999           1998
                                           -----------    -----------
<S>                                        <C>            <C>
Increase in contract owners' equity from
  operations:
  Net investment activity................  $   300,184    $   121,279
  Reinvested capital gains...............    1,783,851        457,759
  Realized gain (loss)...................      476,383         94,319
  Unrealized gain (loss).................    1,973,695      1,128,994
                                           -----------    -----------
     Net increase in contract owners'
       equity from operations............    4,534,113      1,802,351
                                           -----------    -----------
Equity transactions:
  Sales:
     Contract purchase payments..........    1,479,192      3,550,150
     Transfers from fixed & other
       subaccounts.......................   12,478,613      4,851,282
                                           -----------    -----------
                                            13,957,805      8,401,432
                                           -----------    -----------
  Redemptions:
     Withdrawals & surrenders............    1,086,225        616,453
     Annuity & death benefit payments....      158,447         60,889
     Transfers to fixed & other
       subaccounts.......................    4,253,342      1,458,064
                                           -----------    -----------
                                             5,498,014      2,135,406
                                           -----------    -----------
       Net equity transactions...........    8,459,791      6,266,026
                                           -----------    -----------
          Net change in contract owners'
            equity.......................   12,993,904      8,068,377
Contract owners' equity:
  Beginning of period....................   10,944,062      2,875,685
                                           -----------    -----------
  End of period..........................  $23,937,966    $10,944,062
                                           ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       128
<PAGE>   63

OHIO NATIONAL VARIABLE ACCOUNT B

 STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY

                                  For the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                            HIGH
                                                             EQUITY        INCOME       CAPITAL     DOW TARGET 10   DOW TARGET 5
                                   SOCIAL AWARENESS          INCOME         BOND         GROWTH       NOVEMBER        NOVEMBER
                                      SUBACCOUNT           SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT      SUBACCOUNT
                                -----------------------    ----------    ----------    ----------   -------------   -------------
                                  1999          1998        1999(a)       1999(a)       1999(a)        1999(a)         1999(a)
                                ---------    ----------    ----------    ----------    ----------   -------------   -------------
<S>                             <C>          <C>           <C>           <C>           <C>          <C>             <C>
Increase (decrease) in
  contract owners' equity from
  operations:
  Net investment activity.....  $  (2,211)   $  (2,974)      $    6       $   115       $   (122)      $   15          $   24
  Reinvested capital gains....          0            0            0             0         19,904            0               0
  Realized gain (loss)........   (115,903)     (36,029)           0             0          1,964            0             (75)
  Unrealized gain (loss)......    155,885     (166,905)          34           (52)          (340)         101             (32)
                                ---------    ---------       ------       -------       --------       ------          ------
     Net increase (decrease)
       in contract owners'
       equity from
       operations.............     37,771     (205,908)          40            63         21,406          116             (83)
                                ---------    ---------       ------       -------       --------       ------          ------
Equity transactions:
  Sales:
     Contract purchase
       payments...............      6,009      236,842            0             0         38,558           10             700
     Transfers from fixed &
       other subaccounts......     19,537      241,588        3,097        12,622        145,271       11,710           7,326
                                ---------    ---------       ------       -------       --------       ------          ------
                                   25,546      478,430        3,097        12,622        183,829       11,720           8,026
                                ---------    ---------       ------       -------       --------       ------          ------
  Redemptions:
     Withdrawals &
       surrenders.............     27,677       13,191            0             0              0            0               0
     Annuity & death benefit
       payments...............      5,358        4,845            0             0              0            0               0
     Transfers to fixed &
       other subaccounts......    248,500      196,683            0             0          7,144        4,551               0
                                ---------    ---------       ------       -------       --------       ------          ------
                                  281,535      214,719            0             0          7,144        4,551               0
                                ---------    ---------       ------       -------       --------       ------          ------
       Net equity
          transactions........   (255,989)     263,711        3,097        12,622        176,685        7,169           8,026
                                ---------    ---------       ------       -------       --------       ------          ------
          Net change in
            contract owners'
            equity............   (218,218)      57,803        3,137        12,685        198,091        7,285           7,943
Contract owners' equity:
  Beginning of period.........    568,915      511,112            0             0              0            0               0
                                ---------    ---------       ------       -------       --------       ------          ------
  End of period...............  $ 350,697    $ 568,915       $3,137       $12,685       $198,091       $7,285          $7,943
                                =========    =========       ======       =======       ========       ======          ======
</TABLE>

- ---------------

(a) Period from November 1, 1999, date of commencement of operations.

   The accompanying notes are an integral part of these financial statements.

                                       129
<PAGE>   64

OHIO NATIONAL VARIABLE ACCOUNT B

 STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY

                                  For the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                                                         MORGAN
                                   JANUS ASPEN SERIES RETIREMENT SHARES          STRONG VARIABLE ANNUITY FUNDS          STANLEY
                                  --------------------------------------    ---------------------------------------    ----------
                                                WORLDWIDE                   OPPORTUNITY     SCHAFER       MID-CAP       US REAL
                                    GROWTH        GROWTH       BALANCED         II          VALUE II       GROWTH        ESTATE
                                  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                                  ----------    ----------    ----------    -----------    ----------    ----------    ----------
                                   1999(a)       1999(a)       1999(a)        1999(a)       1999(a)       1999(a)       1999(a)
                                  ----------    ----------    ----------    -----------    ----------    ----------    ----------
<S>                               <C>           <C>           <C>           <C>            <C>           <C>           <C>
Increase (decrease) in contract
  owners' equity from
  operations:
  Net investment activity.......  $      281     $   (467)     $  5,565       $     0        $    0       $    (35)     $ 1,084
  Reinvested capital gains......           0            0             0             0             0              0            0
  Realized gain (loss)..........       5,243        2,566           356        (1,646)        1,758            217            0
  Unrealized gain (loss)........      65,747       83,099        21,636            49            53          7,312        1,118
                                  ----------     --------      --------       -------        ------       --------      -------
       Net increase (decrease)
          in contract owners'
          equity from
          operations............      71,271       85,198        27,557        (1,597)        1,811          7,494        2,202
                                  ----------     --------      --------       -------        ------       --------      -------
Equity transactions:
  Sales:
       Contract purchase
          payments..............      53,702      114,377        70,260             0             0         26,413            0
       Transfers from fixed &
          other subaccounts.....   1,075,866      627,548       591,947        11,033         3,933         83,377       56,177
                                  ----------     --------      --------       -------        ------       --------      -------
                                   1,129,568      741,925       662,207        11,033         3,933        109,790       56,177
                                  ----------     --------      --------       -------        ------       --------      -------
  Redemptions:
     Withdrawals & surrenders...           0            0             0             0             0              0            0
     Annuity & death benefit
       payments.................         155            0           703             0             0              0            0
     Transfers to fixed & other
       subaccounts..............      62,310       47,605       122,189         3,934             0          5,013            0
                                  ----------     --------      --------       -------        ------       --------      -------
                                      62,465       47,605       122,892         3,934             0          5,013            0
                                  ----------     --------      --------       -------        ------       --------      -------
       Net equity
          transactions..........   1,067,103      694,320       539,315         7,099         3,933        104,777       56,177
                                  ----------     --------      --------       -------        ------       --------      -------
          Net change in contract
            owners' equity......   1,138,374      779,518       566,872         5,502         5,744        112,271       58,379
Contract owners' equity:
  Beginning of period...........           0            0             0             0             0              0            0
                                  ----------     --------      --------       -------        ------       --------      -------
  End of period.................  $1,138,374     $779,518      $566,872       $ 5,502        $5,744       $112,271      $58,379
                                  ==========     ========      ========       =======        ======       ========      =======
</TABLE>

- ---------------

(a) Period from November 1, 1999, date of commencement of operations.

   The accompanying notes are an integral part of these financial statements.

                                       130
<PAGE>   65

OHIO NATIONAL VARIABLE ACCOUNT B

 STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY

                                  For the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                               GOLDMAN SACHS             LAZARD RETIREMENT
                                                          ------------------------    ------------------------
                                                          VIT GROWTH     VIT CORE      EMERGING       SMALL
                                                           & INCOME     US EQUITY       MARKET         CAP
                                                          SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                                                          ----------    ----------    ----------    ----------
                                                           1999(a)       1999(a)       1999(a)       1999(a)
                                                          ----------    ----------    ----------    ----------
<S>                                                       <C>           <C>           <C>           <C>
Increase (decrease) in contract owners' equity from
  operations:
  Net investment activity...............................   $   170       $   (29)       $    5        $    0
  Reinvested capital gains..............................         0             0             0             0
  Realized gain.........................................         0           225             0             0
  Unrealized gain.......................................       494         3,467           471             1
                                                           -------       -------        ------        ------
     Net increase in contract owners' equity from
       operations.......................................       664         3,663           476             1
                                                           -------       -------        ------        ------
Equity transactions:
  Sales:
     Contract purchase payments.........................     4,500            10             0            10
     Transfers from fixed & other subaccounts...........    17,116        88,511         3,823         7,347
                                                           -------       -------        ------        ------
                                                            21,616        88,521         3,823         7,357
                                                           -------       -------        ------        ------
  Redemptions:
     Withdrawals & surrenders...........................         0             0             0             0
     Annuity & death benefit payments...................         0             0             0             0
     Transfers to fixed & other subaccounts.............         0             0             0             0
                                                           -------       -------        ------        ------
                                                                 0             0             0             0
                                                           -------       -------        ------        ------
       Net equity transactions..........................    21,616        88,521         3,823         7,357
                                                           -------       -------        ------        ------
          Net change in contract owners' equity.........    22,280        92,184         4,299         7,358
Contract owners' equity:
  Beginning of period...................................         0             0             0             0
                                                           -------       -------        ------        ------
  End of period.........................................   $22,280       $92,184        $4,299        $7,358
                                                           =======       =======        ======        ======
</TABLE>

- ---------------

(a) Period from November 1, 1999, date of commencement of operations.

   The accompanying notes are an integral part of these financial statements.

                                       131
<PAGE>   66

OHIO NATIONAL VARIABLE ACCOUNT B

NOTES TO FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Ohio National Variable Account B (the Account) is a separate account of The
   Ohio National Life Insurance Company (ONLIC) and all obligations arising
   under variable annuity contracts are general corporate obligations of ONLIC.
   The account has been registered as a unit investment trust under the
   Investment Company Act of 1940.

   Assets of the Account are invested in portfolio shares of Ohio National Fund,
   Inc., Janus Aspen Series, Strong Variable Insurance Funds, Inc., Morgan
   Stanley Universal Funds, Inc., Goldman Sachs Variable Insurance Trust and
   Lazard Retirement Funds (collectively the Funds). The Funds are diversified
   open-end management investment companies. The Fund's investments are subject
   to varying degrees of market, interest and financial risks; the issuers'
   abilities to meet certain obligations may be affected by economic
   developments in their respective industries.

   Annuity reserves are computed for currently payable contracts according to
   the Progressive Annuity Mortality Table. The assumed interest rate is 3.5 or
   4.0 percent depending on the contract selected by the annuitant. Charges to
   annuity reserves for adverse mortality and express risk experience are
   reimbursed to the Account by ONLIC. Such amounts are included in risk and
   administrative expenses.

   Investments are valued at the net asset value of fund shares held at December
   31, 1999. Share transactions are recorded on the trade date. Income and
   capital gain distributions are recorded on the ex-dividend date. Net realized
   capital gains and losses are determined on the basis of average cost.

   ONLIC performs investment advisory services on behalf of the Ohio National
   Fund, Inc. in which the Account invests. For these services, the Company
   receives fees from the mutual funds. These fees are paid to an affiliate of
   the Company.

   The preparation of 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.

(2) INVESTMENTS

   At December 31, 1999 the aggregate cost and number of shares of Ohio National
   Fund, Inc. owned by the respective subaccounts were:

<TABLE>
<CAPTION>
                                                MONEY                                                    CAPITAL
                                 EQUITY        MARKET         BOND          OMNI       INTERNATIONAL   APPRECIATION    SMALL CAP
                               SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT      SUBACCOUNT    SUBACCOUNT
                               -----------   -----------   -----------   -----------   -------------   ------------   -----------
<S>                            <C>           <C>           <C>           <C>           <C>             <C>            <C>
Aggregate Cost...............  $51,929,734   $5,195,427    $4,301,092    $27,286,671    $21,880,129    $11,510,283    $13,942,374
Number of Shares.............    1,977,551      519,543       408,186      1,586,915      1,559,721        918,216        619,685
</TABLE>

<TABLE>
<CAPTION>
                                INTERNATIONAL
                                    SMALL       AGGRESSIVE       CORE        GROWTH &       S&P 500       SOCIAL        EQUITY
                                   COMPANY        GROWTH        GROWTH        INCOME         INDEX       AWARENESS      INCOME
                                 SUBACCOUNT     SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                                -------------   -----------   -----------   -----------   -----------   -----------   -----------
<S>                             <C>             <C>           <C>           <C>           <C>           <C>           <C>
Aggregate Cost................   $ 4,444,242    $2,560,330    $3,419,446    $11,664,797   $20,836,721   $  410,367    $     3,103
Number of Shares..............       350,277       241,315       270,153        811,549     1,480,760       34,022            253
</TABLE>

<TABLE>
<CAPTION>
                                                                  DOW           DOW                     JANUS ASPEN
                                  HIGH INCOME     CAPITAL      TARGET 10     TARGET 5     JANUS ASPEN    WORLDWIDE    JANUS ASPEN
                                     BOND         GROWTH       NOVEMBER      NOVEMBER       GROWTH        GROWTH       BALANCED
                                  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
<S>                               <C>           <C>           <C>           <C>           <C>           <C>           <C>
Aggregate Cost..................  $   12,737    $  198,432    $    7,184    $    7,975    $1,072,627    $  696,419    $   545,236
Number of Shares................       1,376         7,071           723           799        33,830        16,325         20,303
</TABLE>

                                                                     (continued)
                                       132
<PAGE>   67
OHIO NATIONAL VARIABLE ACCOUNT B
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                                            GOLDMAN
                                    STRONG        STRONG        STRONG        MORGAN       SACHS VIT      GOLDMAN
                                  OPPORTUNITY     SCHAFER       MID-CAP     STANLEY US     GROWTH &     SACHS CORE
                                      II         VALUE II       GROWTH      REAL ESTATE     INCOME       US EQUITY
                                  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                                  -----------   -----------   -----------   -----------   -----------   -----------
<S>                               <C>           <C>           <C>           <C>           <C>           <C>           <C>
Aggregate Cost..................  $    5,453    $    5,692    $  104,958    $   57,261    $   21,786     $ 88,716
Number of Shares................         212           630         3,697         6,408         2,046        6,594
</TABLE>

<TABLE>
<CAPTION>
                                    LAZARD        LAZARD
                                   EMERGING        SMALL
                                    MARKET          CAP
                                  SUBACCOUNT    SUBACCOUNT
                                  -----------   -----------
<S>                               <C>           <C>           <C>           <C>           <C>           <C>           <C>
Aggregate Cost..................  $    3,828    $    7,357
Number of Shares................         390           749
</TABLE>

(3) CONTRACTS IN ACCUMULATION PERIOD

   At December 31, 1999 the accumulation units and value per unit of the
   respective subaccounts and products were:

<TABLE>
<CAPTION>
                                                              ACCUMULATION UNITS    VALUE PER UNIT       VALUE
                                                              ------------------    --------------    -----------
<S>                                                           <C>                   <C>               <C>
EQUITY SUBACCOUNT
  Combination...............................................      13,634.6276         175.107175      $ 2,387,521
  Back Load.................................................         768.1846          89.234207      $    68,548
  Top I.....................................................      15,716.6293          77.441596      $ 1,217,121
  Top Tradition.............................................     566,619.3079          65.344855      $37,025,657
  Top Plus..................................................     480,964.6145          21.928573      $10,546,868
MONEY MARKET SUBACCOUNT
  VIA.......................................................       6,923.9317          29.394756      $   203,527
  Top I.....................................................       4,422.7873          22.290284      $    98,585
  Top Tradition.............................................     129,934.9525          20.015273      $ 2,600,684
  Top Plus..................................................     109,471.3175          12.825076      $ 1,403,978
BOND SUBACCOUNT
  Top I.....................................................       2,902.2098          31.054566      $    90,127
  Top Tradition.............................................      96,317.0701          26.006519      $ 2,504,872
  Top Plus..................................................     110,306.7924          12.878760      $ 1,420,615
OMNI SUBACCOUNT
  Top I.....................................................      20,370.2498          44.658692      $   909,709
  Top Tradition.............................................     576,927.3991          44.377211      $25,602,429
  Top Plus..................................................     467,854.7137          18.649833      $ 8,725,412
INTERNATIONAL SUBACCOUNT
  Top I.....................................................       8,563.2404          28.609795      $   244,993
  Top Tradition.............................................     755,373.1787          28.609795      $21,611,072
  Top Plus..................................................     462,283.4427          25.287344      $11,689,920
CAPITAL APPRECIATION SUBACCOUNT
  Top I.....................................................       5,709.5218          16.361968      $    93,419
  Top Tradition.............................................     332,203.6341          16.361968      $ 5,435,505
  Top Plus..................................................     304,647.3049          18.313827      $ 5,579,258
SMALL CAP SUBACCOUNT
  Top Tradition.............................................     286,164.0841          34.040041      $ 9,741,037
  Top Plus..................................................     220,470.5719          44.681338      $ 9,850,920
INTERNATIONAL SMALL COMPANY SUBACCOUNT
  Top Tradition.............................................     119,756.2522          26.188124      $ 3,136,191
  Top Plus..................................................     140,283.3439          28.196610      $ 3,955,515
</TABLE>

                                                                     (continued)
                                       133
<PAGE>   68
OHIO NATIONAL VARIABLE ACCOUNT B
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              ACCUMULATION UNITS    VALUE PER UNIT       VALUE
                                                              ------------------    --------------    -----------
<S>                                                           <C>                   <C>               <C>
AGGRESSIVE GROWTH SUBACCOUNT
  Top Tradition.............................................      87,207.3016          12.995269      $ 1,133,282
  Top Plus..................................................     108,827.5610          15.731920      $ 1,712,067
CORE GROWTH SUBACCOUNT
  Top Tradition.............................................     139,073.4318          20.917283      $ 2,909,038
  Top Plus..................................................      79,741.7703          21.041443      $ 1,677,882
GROWTH & INCOME SUBACCOUNT
  Top I.....................................................       1,877.8764          13.191296      $    24,772
  Top Tradition.............................................     376,028.4979          22.964177      $ 8,635,185
  Top Plus..................................................     283,664.4539          23.100411      $ 6,552,765
S&P 500 INDEX SUBACCOUNT
  Top Tradition.............................................     626,757.1052          20.822980      $13,050,951
  Top Plus..................................................     508,584.1867          20.946479      $10,653,048
SOCIAL AWARENESS SUBACCOUNT
  Top Tradition.............................................      15,891.9103          11.102565      $   176,441
  Top Plus..................................................      15,602.4619          11.168486      $   174,256
EQUITY INCOME SUBACCOUNT
  Top Tradition.............................................         287.4153          10.913281      $     3,137
HIGH INCOME SUBACCOUNT
  Top Tradition.............................................       1,233.2853          10.285653      $    12,685
CAPITAL GROWTH SUBACCOUNT
  Top Tradition.............................................      10,147.1425          14.195676      $   144,045
  Top Plus..................................................       3,805.9585          14.200260      $    54,046
DOW TARGET 10 NOVEMBER SUBACCOUNT
  Top Tradition.............................................            .9922          10.093952      $        10
  Top Plus..................................................         720.4663          10.097239      $     7,275
DOW TARGET 5 NOVEMBER SUBACCOUNT
  Top Tradition.............................................          70.4465           9.960325      $       702
  Top Plus..................................................         726.7960           9.963566      $     7,241
JANUS ASPEN GROWTH SUBACCOUNT
  Top Tradition.............................................      70,201.4009          11.657335      $   818,361
  Top Plus..................................................      27,442.7290          11.661117      $   320,013
JANUS ASPEN WORLDWIDE GROWTH SUBACCOUNT
  Top Tradition.............................................      30,873.4477          13.225533      $   408,318
  Top Plus..................................................      28,057.9204          13.229802      $   371,201
JANUS ASPEN BALANCED SUBACCOUNT
  Top Tradition.............................................      47,021.9463          11.025619      $   518,446
  Top Plus..................................................       4,390.6980          11.029199      $    48,426
STRONG OPPORTUNITY II SUBACCOUNT
  Top Tradition.............................................         493.0675          11.158443      $     5,502
STRONG SCHAFER VALUE II SUBACCOUNT
  Top Tradition.............................................         558.5544          10.284400      $     5,744
STRONG MID-CAP GROWTH II SUBACCOUNT
  Top Tradition.............................................       6,551.0086          12.916791      $    84,618
  Top Plus..................................................       2,140.1299          12.920972      $    27,653
MORGAN STANLEY US REAL ESTATE SUBACCOUNT
  Top Tradition.............................................       5,753.5496          10.146637      $    58,379
</TABLE>

                                                                     (continued)
                                       134
<PAGE>   69
OHIO NATIONAL VARIABLE ACCOUNT B
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              ACCUMULATION UNITS    VALUE PER UNIT       VALUE
                                                              ------------------    --------------    -----------
<S>                                                           <C>                   <C>               <C>
GOLDMAN SACHS VIT GROWTH & INCOME SUBACCOUNT
  Top Tradition.............................................       1,684.5650          10.502077      $    17,691
  Top Plus..................................................         436.7750          10.505494      $     4,589
GOLDMAN SACHS VIT CORE US EQUITY SUBACCOUNT
  Top I.....................................................       2,215.6947          10.924941      $    24,206
  Top Tradition.............................................       6,222.2191          10.924941      $    67,978
LAZARD EMERGING MARKET SUBACCOUNT
  Top Tradition.............................................         186.1856          12.512192      $     2,329
  Top Plus..................................................         157.3593          12.516246      $     1,970
LAZARD SMALL CAP SUBACCOUNT
  Top Tradition.............................................         698.1966          10.538021      $     7,358
</TABLE>

(4) RISK AND ADMINISTRATIVE EXPENSE

   ONLIC charges the Account's assets at the end of each day, equal to 0.25% on
   an annual basis, of the contract value for administrative expenses, based on
   premiums established at the time the contracts are issued.

   Although variable annuity payments differ according to the investment
   performance of the Accounts, they are not affected by mortality or expense
   experience because ONLIC assumes the expense risk and the mortality risk
   under the contracts. ONLIC charges the Accounts' assets for assuming those
   risks, based on the contract value at a rate presently ranging from 0.65% to
   1.25% for mortality and expense risk on an annual basis.

   The expense risk assumed by ONLIC is the risk that the deductions for sales
   and administrative expenses provided for in the variable annuity contracts
   may prove insufficient to cover the cost of those terms.

   The mortality risk results from a provision in the contract in which ONLIC
   agrees to make annuity payments regardless of how long a particular annuitant
   or other payee lives and how long all annuitants or other payees as a class
   live if payment options involving life contingencies are chosen. Those
   annuity payments are determined in accordance with annuity purchase rate
   provisions established at the time the contracts are issued.

(5) CONTRACT CHARGES

   No deduction for a sales charge is made from purchase payments. A contingent
   deferred sales charge ranging from 0% to 6% may be assessed by ONLIC when a
   contract is surrendered or a partial withdrawal of accumulation value is made
   before the annuity payout date.

   A transfer fee is charged for each transfer from one subaccount to another.
   The fee is charged against the contract owner's equity in the subaccount from
   which the transfer is effected.

   State premium taxes presently range from 0% to 2 1/2% for these contracts. In
   those jurisdictions permitting, such taxes will be deducted when annuity
   payments begin. Elsewhere, they will be deducted from purchase payments.

   Each year on the contract anniversary (or at the time of surrender of the
   contract), ONLIC will deduct a contract administration charge of $35 from the
   accumulation value to reimburse it for the expenses relating to the
   maintenance of the contract. Total contract charges for the Account amounted
   to approximately $88,000 during 1999.

(6) FEDERAL INCOME TAXES

   Operations of the Account form a part of, and are taxed with, operations of
   ONLIC which is taxed as a life insurance company under the Internal Revenue
   Code. Taxes are the responsibility of the contract owner upon termination or
   withdrawal. No Federal income taxes are payable under the present law on
   dividend income or capital gains distribution from the Fund shares held in
   the Account or on capital gains realized by the Account on redemption of the
   Fund shares.

                                       135
<PAGE>   70

OHIO NATIONAL VARIABLE ACCOUNT B

 INDEPENDENT AUDITORS' REPORT

The Board of Directors of
The Ohio National Life Insurance Company
and Contract Owners of Ohio National
Variable Account B:

We have audited the accompanying statements of assets and contract owners'
equity of Ohio National Variable Account B (comprised of the Equity, Money
Market, Bond, Omni, International, Capital Appreciation (formerly Small Cap
Growth), Small Cap, International Small Company (formerly Global Contrarian),
Aggressive Growth, Core Growth, Growth & Income, S&P 500 Index, Social
Awareness, Equity Income, High Income Bond, Capital Growth (formerly Small Cap
Growth), Dow Target 10 November, Dow Target 5 November, Janus Aspen
Series -- Growth, Janus Aspen Series -- Worldwide Growth, Janus Aspen
Series -- Balanced, Strong Variable Funds -- Opportunity II, Strong Variable
Funds -- Schafer Value II, Strong Variable Funds -- Mid-Cap Growth II, Morgan
Stanley -- US Real Estate, Goldman Sachs VIT Growth & Income, Goldman Sachs VIT
Core US Equity, Lazard Retirement Emerging Market, and Lazard Retirement Small
Cap subaccounts) (collectively, the Account) as of December 31, 1999 and the
related statements of operations and changes in contract owners' equity for each
of the periods indicated herein. 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
misstatement. 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, 1999, by correspondence with
the transfer agents of the underlying mutual funds. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ohio National Variable Account
B as of December 31, 1999, and the results of its operations and its changes in
contract owners' equity for each of the periods indicated herein in conformity
with generally accepted accounting principles.

                                                                        KPMG LLP
Cincinnati, Ohio
February 18, 2000

                                       136
<PAGE>   71
                        OHIO NATIONAL VARIABLE ACCOUNT B


                                    FORM N-4


                                     PART C


                                OTHER INFORMATION
<PAGE>   72
ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements of the Registrant are to be included in Part
B of this Registration Statement:


      Independent Auditors' Report of KPMG LLP dated February 18, 2000

      Statements of Assets and Contract Owners' Equity dated December 31, 1999

      Statement of Operations and Changes in Contract Owners' Equity for the
      Years Ended December 31, 1999 and 1998

      Notes to Financial Statements dated December 31, 1999

      Schedules of Changes in Unit Values for the Years Ended December 31, 1999
      and 1998


The following consolidated financial statements of the Depositor and its
subsidiaries are also to be included in Part B of this Registration Statement:


      Independent Auditors' Report of KPMG LLP dated January 29, 2000

      Consolidated Balance Sheets dated December 31, 1999 and 1998

      Consolidated Statements of Income for the Years Ended December 31, 1999,
      1998 and 1997

      Consolidated Statements of Equity for the Years Ended December 31, 1999,
      1998 and 1997

      Consolidated Statements of Cash Flows for the Years Ended December 31,
      1999, 1998 and 1997

      Notes to Consolidated Financial Statements dated December 31, 1999, 1998
      and 1997


The following financial information is included in Part A of this Registration
Statement:

      Accumulation Unit Values

      Accumulation Unit Values for Prior Contracts

Consents of the Following Persons:

      KPMG LLP

Exhibits:

All relevant exhibits, which have previously been filed with the Commission
and are incorporated herein by reference, are as follows:

      (1)    Resolution of Board of Directors of the Depositor authorizing
             establishment of the Registrant was filed as Exhibit A(1) of the
             Registrant's registration statement on Form S-6 on August 3, 1982
             (File no. 2-78653).



                                       -1-
<PAGE>   73
      (3)(a) Principal Underwriting Agreement for Variable Annuities
             between the Depositor and Ohio National Equities, Inc. was
             filed as Exhibit (3)(a) of Form N-4, Post-effective Amendment
             no. 21 of Ohio National Variable Account A (File no. 2-91213).

      (3)(b) Registered Representative's Sales Contract with Variable Annuity
             Supplement was filed as Exhibit (3)(b) of the Registrant's Form
             N-4, Post-effective Amendment no. 9 on February 27, 1991 (File no.
             2-91214).

      (3)(c) Variable Annuity Sales Commission Schedule was filed as Exhibit
             A(3)(c) of the Registrant's registration statement on Form S-6 on
             May 18, 1984 (File no. 2-91214).

      (3)(d) Variable Contract Distribution Agreements (with compensation
             schedules) between the Depositor and Ohio National Equities, Inc.
             were filed as Exhibit (3)(d) of Post-effective Amendment no. 23 of
             Ohio National Variable Account A registration statement on Form
             N-4 on April 27, 1998 (File no. 2-91213).

      (4)    Combination Annuity Contract, Form 90-VB-1, was filed as Exhibit
             (4) of the Registrant's Form N-4, post effective Amendment no. 9 on
             February 27, 1991 (File No. 2-91214).

      (5)(a) Variable Annuity Application, Form V-4890B, was filed as Exhibit
             (5)(a) of the Registrant's Form N-4, Post-effective Amendment no.
             18 on April 25, 1996 (File No. 2-91214).

      (6)(a) Articles of Incorporation of the Depositor were filed as Exhibit
             A(6)(a) of Ohio National Variable Interest Account registration
             statement on Form N-8B-2 on July 11, 1980 (File no. 811-3060).

      (6)(b) Code of Regulations (by-laws) of the Depositor were filed as
             Exhibit A(6)(b) of Ohio National Variable Interest Account A
             registration statement on Form N-8B-2 on July 11, 1980 (File no.
             811-3060).

      (8)    Powers of Attorney by certain Directors of the Depositor were filed
             as Exhibit (8) of Post-effective Amendment no. 22 of Ohio National
             Variable Account A registration statement on Form N-4 on March 2,
             1998 (File no. 2-91213) and Exhibit (8)(a) of Ohio National
             Variable Account A registration statement on Form N-4,
             Post-effective Amendment no. 2 on March 2, 1999 (File no.
             333-43511).

      (13)   Computation of Performance Data was filed as Exhibit (13) of the
             Form N-4 for Ohio National Variable Account A Pre-effective
             Amendment no. 1 on April 10, 1998 (File no. 333-43511).


                                       -2-
<PAGE>   74

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
Name and Principal                 Positions and Offices
Business Address                   with Depositor
- ----------------                   --------------

<S>                                <C>
Trudy K. Backus*                   Vice President, Individual Insurance Services

Thomas A. Barefield*               Senior Vice President, Institutional Sales

Howard C. Becker*                  Senior Vice President, Individual Insurance
                                   & Corporate Services

Ronald L. Benedict*                Corporate Vice President, Counsel and
                                   Secretary

Michael A. Boedeker*               Vice President, Senior Investment Officer

Robert A. Bowen*                   Senior Vice President, Information Systems

Roylene M. Broadwell*              Vice President & Treasurer




Dale P. Brown                      Director
36 East Seventh Street
Cincinnati, Ohio 45202

Jack E. Brown                      Director
50 E. Rivercenter Blvd.
Covington, Kentucky 41011

William R. Burleigh                Director
One West Fourth Street
Suite 1100
Cincinnati, Ohio 45202


Victoria B.                        Director
Buyniski Gluckman
2343 Auburn Avenue
Cincinnati, Ohio 45219


Christopher A. Carlson*            Vice President, Senior Investment Officer

Raymond R. Clark                   Director
201 East Fourth Street
Cincinnati, Ohio 45202

David W. Cook*                     Senior Vice President and Actuary

Ronald J. Dolan*                   Director and Senior Vice President and Chief
                                   Financial Officer

Michael J. Ferry*                  Vice President, Information Systems

Michael F. Haverkamp*              Vice President and Counsel

John W. Hayden                     Director
7000 Midland Boulevard
Batavia, Ohio 45103

John A. Houser III*                Vice President, Claims
</TABLE>

                                       -3-
<PAGE>   75

<TABLE>
<CAPTION>
Name and Principal                Positions and Offices
Business Address                  with Depositor
- ----------------                  --------------

<S>                               <C>
Charles S. Mechem, Jr.            Director
One East Fourth Street
Cincinnati, Ohio 45202

James I. Miller, II*              Vice President, Marketing Support

Thomas O. Olson*                  Vice President, Underwriting

David B. O'Maley*                 Director, Chairman, President and Chief
                                  Executive Officer

James F. Orr                      Director
201 East Fourth Street
Cincinnati, Ohio 45202

John J. Palmer*                   Director and Senior Vice President, Strategic
                                  Initiatives

George B. Pearson, Jr.*           Vice President, PGA Marketing

J. Donald Richardson*             Senior Regional Vice President

D. Gates Smith*                   Director and Senior Vice President, Sales

Michael D. Stohler*               Vice President, Mortgages and Real Estate

Stuart G. Summers*                Director and Senior Vice President and General
                                  Counsel

Dennis C. Twarogowski*            Vice President, Career Marketing

Oliver W. Waddell                 Director
425 Walnut Street
Cincinnati, Ohio 45202

Dr. David S. Williams*            Vice President and Medical Director



</TABLE>


*The principal business address for these individuals is One Financial Way,
Montgomery, Ohio 45242.


                                       -4-


<PAGE>   76

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
              THE OHIO NATIONAL LIFE INSURANCE COMPANY/CINCINNATI
      A MUTUAL LIFE INSURANCE COMPANY INCORPORATED UNDER THE LAWS OF OHIO
- --------------------------------------------------------------------------------





<S>                                   <C>
- -------------------------------       -----------------------------
ENTERPRISE PARK, INC.                 OHIO NATIONAL EQUITIES INC.

A GEORGIA CORPORATION                 A BROKER/DEALER
REAL ESTATE DEVELOPMENT COMPANY       CAPITALIZED BY ONLI @ $30,000
CAPITALIZED BY ONLI $50,000


- -------------------------------       --------------------------------
Pres. & Dir.        M. Stohler        Chm. & Dir.         D. O'Maley

V.P. & Dir.         R. Dolan          Pres. & Dir.        J. Palmer

Secy. & Dir.        J. Fischer        VP & Dir.           T. Backus

Treas. & Dir.       J. Sander         VP & Dir.           J. Miller

Vice Pres.          C. Carlson        Sr. VP              T. Barefield

                                      Secretary & Dir.    R. Benedict

                                      Treasurer &         B. Turner
                                      Compliance Officer

                                      Asst. Secy.         M. Haverkamp

                                      Asst. Treas.        L. Weiler

- -------------------------------       --------------------------------

<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                  THE OHIO NATIONAL LIFE INSURANCE COMPANY/CINCINNATI
                        A MUTUAL LIFE INSURANCE COMPANY INCORPORATED UNDER THE LAWS OF OHIO
- -------------------------------------------------------------------------------------------------------------------
                                                   S E P A R A T E  A C C O U N T S
                                                   --------------------------------
                                                          A  B  C  D  E  F
                                                   --------------------------------

<S>                                <C>                                       <C>
- -------------------------------    ------------------------------            -------------------------------------
OHIO NATIONAL INVESTMENTS, INC.    THE O.N. EQUITY SALES COMPANY             OHIO NATIONAL LIFE
                                                                             ASSURANCE CORPORATION
AN INVESTMENT ADVISER              AN OHIO CORPORATION                       AN OHIO CORPORATION
CAPITALIZED BY ONLI @ $10,000      A BROKER/DEALER                           A STOCK LIFE INSURANCE COMPANY
                                   CAPITALIZED BY ONLI @ $790,000            CAPITALIZED BY ONLI @ $32,000,000
                                                                             INCORPORATED UNDER THE LAWS OF OHIO
- -------------------------------    ------------------------------            ------------------------------------
                                   Chm. & Dir.         D. O'Maley            Chm./Pres/.CEO & Dir.  D. O'Maley
Pres. & Dir.        C. Carlson                                               Sr. VP & Dir.          R. Dolan
                                   Pres. & Dir.        J. Palmer             Sr. VP & Dir.          J. Palmer
VP & Dir.           M. Boedeker                                              Sr. VP & Dir.          S. Summers
                                   V.P. & Dir.         D. Twarogowski
VP & Dir.           M. Stohler                                               Sr. VP                 T. Barefield
                                   Secy. & Dir.        M. Haverkamp          Sr. Vice Pres.         A. Bowen
Dir.                D. O'Maley                                               Sr. Vice Pres.         D. Cook
Dir.                J. Palmer      Treasurer &         B. Turner             Sr. Vice Pres.         G. Smith
                                   Compliance Director                       Vice Pres. & Treas.    R. Broadwell
                                                                             Vice President         M. Boedeker
Treasurer           D. Taney                                                 Vice President         T. Backus
                                                                             Vice President         G. Pearson
Secretary           R. Benedict                                              Vice President         M. Stohler
                                                                             Vice Pres.             J. Houser
VP                  S. Komrska                                               Vice President         D. Twarogowski
VP                  J. Martin                                                VP & Secy.             R. Benedict
                                                                             Asst. Secy.            J. Fischer
                                                                             Asst. Actuary          K. Flischel
- -------------------------------    ------------------------------            -----------------------------------
                                                                                       SEPARATE ACCOUNT
                                                                             -----------------------------------
                                                                                              R
                                                                                             ---
<CAPTION>
                                   = Advisor to  Advisor to =
                 --------------------------------------------------------
<S>                                   <C>                                      <C>
- ------------------                    --------------------------------          --------------------------------
ONE FUND, INC.                        O.N. INVESTMENT MANAGEMENT CO.            OHIO NATIONAL FUND

A MARYLAND CORPORATION                AN OHIO CORPORATION                       A MARYLAND CORPORATION
AN OPEN END DIVERSIFIED               A FINANCIAL ADVISORY SERVICE              AN OPEN END DIVERSIFIED
MANAGEMENT INVESTMENT COMPANY         CAPITALIZED BY ONESCO @ $145,000          MANAGEMENT INVESTMENT COMPANY
- -----------------------------         --------------------------------          --------------------------------
Pres. & Dir.        J. Palmer         Pres. & Dir.        J. Palmer             Pres. & Dir.        J. Palmer
Vice. Pres.         M. Boedeker                                           ----- Vice President      M. Boedeker
                                      VP & Dir.           G. Smith              Vice President      T. Barefield
Vice Pres.          T. Barefield      VP & Dir.           D. Twarogowski
Vice Pres.          S. Williams       Treasurer           B. Turner             Treasurer           D. Taney
Treasurer           D. Taney                                            --------Secy. & Dir.        R. Benedict
Secy. & Dir.        R. Benedict       Secretary & Dir.    M. Haverkamp          Director            R. Love
Director            R. Love                                                     Director            J. Bushman
Director            J. Bushman                                                  Director            G. Vredeveld
Director            G. Vredeveld                                                Sr. VP              T. Barefield



- ---------------------------------     --------------------------------            ---------------------------------

</TABLE>
<PAGE>   77

ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
          REGISTRANT

The Organization Chart showing the relationships among the Depositor, the
Registrant and their affiliated entities is on page 4A hereof.

ITEM 27.  NUMBER OF CONTRACTOWNERS


As of March 20, 2000 the Registrant's contracts were owned by 7,580 owners.


ITEM 28.  INDEMNIFICATION

The sixth article of the Depositor's Articles of Incorporation, as amended,
provides as follows:

      Each former, present and future Director, Officer or Employee of the
      Corporation (and his heirs, executors or administrators), or any such
      person (and his heirs, executors or administrators) who serves at the
      Corporation's request as a director, officer, partner, member or employee
      of another corporation, partnership or business organization or
      association of any type whatsoever shall be indemnified by the Corporation
      against reasonable expenses, including attorneys' fees, judgments, fine
      and amounts paid in settlement actually and reasonably incurred by him in
      connection with the defense of any contemplated, pending or threatened
      action, suit or proceeding, civil, criminal, administrative or
      investigative, other than an action by or in the right of the corporation,
      to which he is or may be made a party by reason of being or having been
      such Director, Officer, or Employee of the Corporation or having served at
      the Corporation's request as such director, officer, partner, member or
      employee of any other business organization or association, or in
      connection with any appeal therein, provided a determination is made by
      majority vote of a disinterested quorum of the Board of Directors (a) that
      such a person acted in good faith and in a manner he reasonably believed
      to be in or not opposed to the best interests of the Corporation, and (b)
      that, in any matter the subject of criminal action, suit or proceeding,
      such person had no reasonable cause to believe his conduct was unlawful.
      The termination of any action, suit or proceeding by judgment, order,
      settlement, conviction, or upon a plea of nolo contendere or its
      equivalent, shall not, of itself create a presumption that the person did
      not act in good faith in any manner which he reasonably believed to be in
      or not opposed to the best interests of the Corporation, and with respect
      to any criminal action or proceeding, he had reasonable cause to believe
      that his conduct was unlawful. Such right of indemnification shall not be
      deemed exclusive of any other rights to which such person may be entitled.
      The manner by which the right to indemnification shall be determined in
      the absence of a disinterested quorum of the Board of Directors shall be
      set forth in the Code of Regulations or in such other manner as permitted
      by law. Each former, present, and future Director, Officer or Employee of
      the Corporation (and his heirs, executors or administrators) who serves at
      the Corporation's request as a director, officer, partner, member or
      employee of another corporation, partnership or business organization or
      association of any type whatsoever shall be indemnified by the Corporation
      against reasonable expenses, including attorneys' fees, actually and
      reasonably incurred by him in connection with the defense or settlement of
      any contemplated, pending or threatened action, suit or proceeding, by or
      in the right of the Corporation to procure a judgment in its favor, to
      which he is or may be a party by reason of being or having been such
      Director, Officer or Employee of the Corporation or having served at the
      Corporation's request as such director, officer, partner, member or
      employee of any other business organization or association, or in
      connection with any appeal therein, provided a determination is made by
      majority vote of a disinterested quorum of the Board of Directors (a) that
      such person was not, and has not been adjudicated to have been negligent
      or guilty of misconduct in the performance of his duty to the Corporation
      or to such other business organization or association, and (b) that such
      person acted in good faith and in a manner he reasonably believed to be in
      or not opposed to the best interests of the Corporation.


                                       -5-
<PAGE>   78
      Such right of indemnification shall not be deemed exclusive of any other
      rights to which such person may be entitled. The manner by which the right
      of indemnification shall be determined in the absence of a disinterested
      quorum of the Board of Directors shall be as set forth in the Code of
      Regulations or in such other manner as permitted by law.

In addition, Article XII of the Depositor's Code of Regulations states as
follows:

      If any director, officer or employee of the Corporation may be entitled to
      indemnification by reason of Article Sixth of the Amended Articles of
      Corporation, indemnification shall be made upon either (a) a determination
      in writing of the majority of disinterested directors present, at a
      meeting of the Board at which all disinterested directors present
      constitute a quorum, that the director, officer or employee in question
      was acting in good faith and in a manner he reasonably believed to be in
      or not opposed to the best interests of this Corporation or of such other
      business organization or association in which he served at the
      Corporation's request, and that, in any matter which is the subject of a
      criminal action, suit or proceeding, he had no reasonable cause to believe
      that his conduct was unlawful and in an action by or in the right of the
      Corporation to procure a judgment in its favor that such person was not
      and has not been adjudicated to have been negligent or guilty of
      misconduct in the performance of his duty to the Corporation or to such
      other business organization or association; or (b) if the number of all
      disinterested directors would not be sufficient at any time to constitute
      a quorum, or if the number of disinterested directors present at two
      consecutive meetings of the Board has not been sufficient to constitute a
      quorum, a determination to the same effect as set forth in the foregoing
      clause (a) shall be made in a written opinion by independent legal counsel
      other than an attorney, or a firm having association with it an attorney,
      who has been retained by or who has performed services for this
      Corporation, or any person to be indemnified within the past five years,
      or by the majority vote of the policyholders, or by the Court of Common
      Pleas or the court in which such action, suit or proceeding was brought.
      Prior to making any such determination, the Board of Directors shall first
      have received the written opinion of General Counsel that a number of
      directors sufficient to constitute a quorum, as named therein, are
      disinterested directors. Any director who is a party to or threatened with
      the action, suit or proceeding in question, or any related action, suit or
      proceeding, or has had or has an interest therein adverse to that of the
      Corporation, or who for any other reason has been or would be affected
      thereby, shall not be deemed a disinterested director and shall not be
      qualified to vote on the question of indemnification. Anything in this
      Article to the contrary notwithstanding, if a judicial or administrative
      body determines as part of the settlement of any action, suit or
      proceeding that the Corporation should indemnify a director, officer or
      employee for the amount of the settlement, the Corporation shall so
      indemnify such person in accordance with such determination. Expenses
      incurred with respect to any action, suit or proceeding which may qualify
      for indemnification may be advanced by the Corporation prior to final
      disposition thereof upon receipt of an undertaking by or on behalf of the
      director, officer or employee to repay such amount if it is ultimately
      determined hereunder that he is not entitled to indemnification or to the
      extent that the amount so advanced exceeds the indemnification to which he
      is ultimately determined to be entitled.

ITEM 29.  PRINCIPAL UNDERWRITERS

The principal underwriter of the Registrant's securities is Ohio National
Equities, Inc. ("ONEQ"). ONEQ is a wholly-owned subsidiary of the
Depositor. ONEQ also serves as the principal underwriter of securities
issued by Ohio National Variable Accounts A and D, other separate accounts of
the Depositor which are registered as unit investment trusts; and Ohio National
Variable Account R, a separate account of the Depositor's subsidiary, Ohio
National Life Assurance Corporation, which separate account is also registered
as a unit investment trust; and ONE Fund, Inc., an open-end investment company
of the management type.

                                       -6-
<PAGE>   79
The directors and officers of ONEQ are:

      Name                       Position with ONEQ
      ----                       -----------------------

      David B. O'Maley           Chairman and Director
      John J. Palmer             President & Chief Executive Officer and
                                 Director
      Thomas A. Barefield        Senior Vice President
      Trudy K. Backus            Vice President and Director
      Ronald L. Benedict         Secretary and Director
      Barbara A. Turner          Operations Vice President, Treasurer
                                 and Compliance Officer
      James I. Miller II         Vice President and Director

The principal business address of each of the foregoing is One Financial Way,
Cincinnati, Ohio 45242.

During the last fiscal year, ONEQ received the following commissions and other
compensation, directly or indirectly, from the Registrant:

<TABLE>
<CAPTION>
Net Underwriting       Compensation
Discounts and          on Redemption         Brokerage
Commissions           or Annuitization      Commissions   Compensation
- -----------           ----------------      -----------   ------------
<S>                   <C>                   <C>           <C>
$934,575                   None                 None          None
</TABLE>

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

The books and records of the Registrant which are required under Section 31(a)
of the 1940 Act and Rules thereunder are maintained in the possession of the
following persons:

(1)      Journals and other records of original entry:

         The Ohio National Life Insurance Company ("Depositor")
         One Financial Way
         Montgomery, Ohio  45242

         Firstar Bank, N.A. ("Custodian")
         425 Walnut Street
         Cincinnati, Ohio 45202


                                       -7-
<PAGE>   80
(2)      General and auxiliary ledgers:

         Depositor and Custodian

(3)      Securities records for portfolio securities:

         Custodian

(4)      Corporate charter, by-laws and minute books:

         Registrant has no such documents.

(5)      Records of brokerage orders:

         Not applicable.

(6)      Records of other portfolio transactions:

         Custodian

(7)      Records of options:

         Not applicable

(8)      Records of trial balances:

         Custodian

(9)      Quarterly records of allocation of brokerage orders and commissions:

         Not applicable

(10)     Records identifying persons or group authorizing portfolio
         transactions:

         Depositor

(11)     Files of advisory materials:

         Not applicable

(12)     Other records

         Custodian and Depositor

ITEM 3L.  MANAGEMENT SERVICES

Not applicable.

ITEM 32.  UNDERTAKINGS AND REPRESENTATIONS

Representation pursuant to Section 26(e)(2)(A) of the Investment Company Act of
1940, as amended, was furnished in the Registrant's Form N-4, Post-effective
Amendment no. 21, on April 25, 1997.

                                       -8-
<PAGE>   81
                                   SIGNATURES


As required by the Securities Act of 1933 and the Investment Company Act of
1940, the registrant, Ohio National Variable Account B certifies that it meets
the requirements of Securities Act Rule 485(b) for effectiveness of this
registration statement and has caused this post-effective amendment to the
registration statement to be signed on its behalf in the City of Montgomery and
the State of Ohio on this 25th day of April, 2000.


                              OHIO NATIONAL VARIABLE ACCOUNT B
                                     (Registrant)

                              By THE OHIO NATIONAL LIFE INSURANCE COMPANY
                                               (Depositor)


                              By /s/ John J. Palmer
                                _____________________________________________
                                John J. Palmer, Senior Vice President,
                                              Strategic Initiatives

Attest:


/s/Ronald L. Benedict
____________________________________
Ronald L. Benedict
Corporate Vice President, Counsel
and Secretary



As required by the Securities Act of 1933 and the Investment Company Act of
1940, the depositor, The Ohio National Life Insurance Company, has caused this
post-effective amendment to the registration statement to be signed on its
behalf in the City of Montgomery and the State of Ohio on the 25th day of
April, 2000.


                              THE OHIO NATIONAL LIFE INSURANCE COMPANY
                                               (Depositor)


                              By /s/John J. Palmer
                                _______________________________________________
                                John J. Palmer, Senior Vice President,
                                                 Strategic Initiatives

Attest:


/s/Ronald L. Benedict
_________________________________
Ronald L. Benedict
Corporate Vice President, Counsel
and Secretary
<PAGE>   82
As required by the Securities Act of 1933, this post-effective amendment to the
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                  Title                             Date
- ---------                                  -----                             ----
<S>                                        <C>                               <C>
 s/David B. O'Maley                        Chairman, President,              April 25, 2000
- --------------------------------           Chief Executive Officer
 David B. O'Maley                          and Director


*s/Dale P. Brown                           Director                          April 25, 2000
- --------------------------------
 Dale P. Brown


*s/Jack E. Brown                           Director                          April 25, 2000
- --------------------------------
 Jack E. Brown


*s/William R. Burleigh                     Director                          April 25, 2000
- --------------------------------
 William R. Burleigh


*s/Victoria B. Buyniski Gluckman           Director                          April 25, 2000
- --------------------------------
 Victoria B. Buyniski Gluckman


*s/Raymond R. Clark                        Director                          April 25, 2000
- --------------------------------
 Raymond R. Clark


 s/Ronald J. Dolan                         Director                          April 25, 2000
- --------------------------------
 Ronald J. Dolan


                                           Director
- --------------------------------
 John W. Hayden


*s/Charles S. Mechem, Jr.                  Director                          April 25, 2000
- --------------------------------
 Charles S. Mechem, Jr.


*s/James F. Orr                            Director                          April 25, 2000
- --------------------------------
 James F. Orr


 s/John J. Palmer                          Director                          April 25, 2000
- --------------------------------
 John J. Palmer


 s/D. Gates Smith                          Director                          April 25, 2000
- --------------------------------
 D. Gates Smith


 s/Stuart G. Summers                       Director                          April 25, 2000
- --------------------------------
 Stuart G. Summers

</TABLE>

<PAGE>   83


<TABLE>
<S>                                        <C>                               <C>
*s/Oliver W. Waddell                       Director                          April 25, 2000
- -------------------------------
 Oliver W. Waddell
</TABLE>


By s/ John J. Palmer
- -------------------------------

   John J. Palmer, Attorney in Fact pursuant to Powers of Attorney, copies
   of which have previously been filed as exhibits to the Registrant's
   registration statement.

<PAGE>   84
                         INDEX OF CONSENTS AND EXHIBITS


                                                               Page Number in
Exhibit                                                        Sequential
Number           Description                                   Numbering System

                 Consent of KPMG LLP
<PAGE>   85
                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors of
     The Ohio National Life Insurance Company and
Contract Owners of
     Ohio National Variable Account A and
     Ohio National Variable Account B:



We consent to use of our reports dated February 18, 2000 for the Ohio National
Variable Account A and Ohio National Variable Account B and January 28, 2000 for
The Ohio National Life Insurance Company and subsidiaries as included herein for
Ohio National Variable Account B and The Ohio National Life Insurance Company
and as incorporated by reference herein for Ohio National Variable Account A and
to the reference to our firm under the heading "Independent Certified Public
Accountants" in the Statement of Additional Information included herein.

                                                                        KPMG LLP




Cincinnati, Ohio
April 25, 2000




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