OHIO NATIONAL VARIABLE ACCOUNT R
S-6EL24/A, 1997-03-07
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<PAGE>   1
   
                                                              File No. 333-16133
                                                                        811-4320
    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                PRE-EFFECTIVE
                              AMENDMENT NO. 1 TO
    

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2

Exact name of trust:              OHIO NATIONAL VARIABLE ACCOUNT R

Name of depositor:                OHIO NATIONAL LIFE ASSURANCE CORPORATION

          Complete address of depositor's principal executive offices:

                                One Financial Way
                                Cincinnati, Ohio 45242

Name and complete address of agent for service:

                                  Ronald L. Benedict, Esq.
                                  Ohio National Life Assurance Corporation
                                  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

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

    __ immediately upon filing pursuant to paragraph (b)

    __ on (date) pursuant to paragraph (b)

    __ 60 days after filing pursuant to paragraph (a)(i) on (date) pursuant to
       paragraph (a)(i)

    __ 75 days after filing pursuant to paragraph (a)(ii)

    __ on (date) pursuant to paragraph (a)(ii) 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.

   
Title and amount of securities being registered: FLEXIBLE PREMIUM VARIABLE LIFE
INSURANCE CONTRACTS ("VARI-VEST V"). Registrant is registering an indefinite
amount of such flexible premium variable life insurance contracts under the
Securities Act of l933 pursuant to Rule 24f-2. The filing fee of $500.00 was
submitted with the Registrant's Form S-6EL24 on November 14, 1996.
    

The registrant hereby amends this registration statement on such date as may be
necessary to delay its effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>   2
                                     PART I

                                   PROSPECTUS
<PAGE>   3
                                   PROSPECTUS
                                   VARI-VEST V
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                      OHIO NATIONAL LIFE VARIABLE ACCOUNT R
                                ONE FINANCIAL WAY
                             CINCINNATI, OHIO 45242
                            TELEPHONE (513) 794-6100

This prospectus describes a flexible premium variable life insurance contract
(the "contract") offered through Ohio National Variable Account R (the "variable
account"), a separate account of Ohio National Life Assurance Corporation (the
"Company"). The Company is a subsidiary of The Ohio National Life Insurance
Company ("Ohio National Life").

The contract described herein has a minimum stated amount of $50,000 and a sales
charge which is deducted from accumulation value upon surrender, lapse, partial
surrender or a decrease in stated amount during the first twenty contract years.
Because of the substantial nature of the surrender charge, the contract is not
suitable for short term investment purposes. The contract generally will not be
issued to a person over age 80.

The contract is "flexible" because, subject to certain restrictions, it permits
you to adjust the timing and amount of your premium payments, to direct net
premiums to one or more of the subaccounts of the variable account or to the
general account, to choose from two death benefit plans, and to increase or
decrease the level of death benefits under such plans. The contract is
"variable" because the value of the contract will change with the performance of
the investment media selected. The flexible and variable features of the
contract give you the opportunity throughout your lifetime to meet your changing
life insurance needs and to accommodate to changing economic conditions within
the framework of a single insurance policy. For this reason, it may not be to
your advantage to purchase a contract as a means of obtaining additional
insurance if you already own another flexible premium variable life insurance
policy.

The contract provides life insurance coverage to age 100. You may choose either
a level or variable death benefit plan. The level plan provides a fixed benefit
(the "stated amount") to be paid on the death of the insured. The level plan
contract operates in a manner similar to a whole life insurance policy, except
that its accumulation value varies with investment performance. The variable
plan contract provides a death benefit equal to the sum of the stated amount and
the contract's accumulation value. Accordingly, the variable plan death benefit
generally varies dollar for dollar with the contract's accumulation value. Under
either plan, the Company offers to insure the death benefit against adverse
investment performance by guaranteeing that the death benefit will never be less
than the contract's stated amount, provided you satisfy a minimum premium
requirement.

When you purchase a contract, you will be required to pay an initial premium.
You must satisfy the minimum premium requirement if you wish to keep the death
benefit guarantee in effect. In addition, there is a guideline annual premium
which is used to determine the amount of sales charge we may deduct from your
premium payments.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE. IT SHOULD BE
ACCOMPANIED BY THE CURRENT PROSPECTUS OF THE FUND.

   
                               March 25, 1997
    

<PAGE>   4
As a planning device, you will be asked to adopt a planned premium schedule that
indicates the level of your intended payments under the contract. The planned
premium will generally fall somewhere between the minimum and guideline annual
premium amounts. The exact amount of such premium will depend upon your
objectives and your estimate of long-term investment performance. The minimum,
guideline and planned premiums will be set forth on the specification page of
your contract. While such premiums affect the amount and timing of your premium
payments in limited ways, the contract is designed to afford you substantial
flexibility with respect to such premium payments. In the absence of premium
payments, including the minimum premium required to keep the death benefit
guarantee in effect, the contract will remain in force as long as the cash
surrender value (less any contract indebtedness) is sufficient to pay the next
monthly deduction for contract charges.

Net premiums will be allocated at your direction among the investment accounts
offered by the Company. Currently, the Company offers 15 such investment
accounts: the 14 subaccounts of the variable account and the Company's general
account. Each of the variable subaccounts invests in a corresponding portfolio
of Ohio National Fund, Inc. or, in the case of the Emerging Markets subaccount,
in the Emerging markets Fund, a series of the Montgomery Funds III (collectively
referred to herein as the "Fund"). Ohio National Fund, Inc. is a series mutual
fund which includes equity, money market, bond, flexible, international, capital
appreciation, small cap, global contrarian, aggressive growth, core growth,
growth & income, S&P 500 index and social awareness portfolios as well as other
portfolios not available for the contract. Montgomery Fund III is a series
mutual fund having other portfolios not available for the contract. The
investment portfolios are described in the accompanying prospectuses of the Fund
and the Emerging Markets Fund. Your contract's accumulation value will reflect
the investment performance of the subaccounts you select and is not guaranteed.

Should the need arise, you may obtain access to the cash surrender value of your
contract after the first contract year through loans or, after the second
contract year, partial surrenders, without terminating your insurance coverage.
In addition, you may surrender your contract at any time and receive its cash
surrender value.

The Company offers other flexible premium variable life policies (the
"policies") which are substantially similar to the contract except that they
have a different charge structure. Consult your agent concerning whether the
contract or one of the policies would better suit your needs.
<PAGE>   5
                                TABLE OF CONTENTS

Definitions.........................................................   5

Introduction........................................................   8

Assumptions And Scope Of Prospectus.................................   8

Summary.............................................................   8

Ohio National Financial Services Group..............................  12
     Ohio National Life Assurance Corporation (the "Company").......  12
     The Ohio National Life Insurance Company ("Ohio National Life")  12
     Ohio National Variable Account R (the "variable account")......  13
     Ohio National Fund, Inc.  (the "Fund")........................   13
     Emerging Markets Fund.........................................   15
     Mixed and Shared Funding......................................   15

Death Benefits.....................................................   15
     Plan A - Level Benefit........................................   16
     Plan B - Variable Benefit.....................................   16
     Change in Death Benefit Plan..................................   17
     Death Benefit Guarantee.......................................   18
     Changes in Stated Amount......................................   18

Accumulation Value.................................................   19
     Determination of Variable Account Accumulation Values.........   19
     Accumulation Unit Values......................................   20
     Loans.........................................................   20
     Surrender Privileges..........................................   21
     Maturity......................................................   22

Premiums...........................................................   22
     Purchasing a Contract.........................................   22
     Payment of Premiums...........................................   23
     Initial Premiums..............................................   23
     Minimum Premiums..............................................   23
     Planned Premiums..............................................   23
     Allocation of Premiums........................................   24
     Transfers.....................................................   24
     Dollar Cost Averaging.........................................   25
     Telephone Transfers...........................................   25
     Lapse.........................................................   25
     Reinstatement.................................................   26
     Conversion....................................................   26
     Free Look.....................................................   26

Charges And Deductions.............................................   26
     Premium Expense Charge........................................   26
     Ohio National Life Employee Discount..........................   26
     Monthly Deduction.............................................   27
     Risk Charge...................................................   27
     Surrender Charge..............................................   27
     Service Charges...............................................   29
     Other Charges.................................................   29


                                       3
<PAGE>   6
General Provisions.................................................   30
     Voting Rights.................................................   30
     Additions, Deletions or Substitutions of Investments..........   31
     Annual Report.................................................   31
     Limitation on Right to Contest................................   31
     Misstatements.................................................   31
     Suicide.......................................................   32
     Beneficiaries.................................................   32
     Postponement of Payments......................................   32
     Assignment....................................................   32
     Non-Participating Contract....................................   32

The General Account................................................   32
     General Description...........................................   32
     Accumulation Value............................................   33
     Optional Insurance Benefits...................................   33
     Settlement Options............................................   33

Distribution Of The Contract.......................................   34

Management Of The Company..........................................   34

Custodian..........................................................   35

State Regulation Of The Company....................................   35

Federal Tax Matters................................................   35
     Contract Proceeds.............................................   35
     Correction of Modified Endowment Contract.....................   36
     Right to Charge for Company Taxes.............................   36

Employee Benefit Plans.............................................   36

Legal Proceedings..................................................   36

Legal Matters......................................................   36

Experts............................................................   37

Registration Statement.............................................   37

Financial Statements...............................................   37

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. THE COMPANY DOES NOT AUTHORIZE ANY
INFORMATION OR REPRESENTATIONS REGARDING THE VARIABLE ASPECTS OF THE CONTRACT
DESCRIBED IN THIS PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS, THE
PROSPECTUS OF THE FUND OR THE STATEMENT OF ADDITIONAL INFORMATION OF THE FUND.


                                       4
<PAGE>   7
                                   DEFINITIONS

Accumulation Value - the sum of the contract accumulation values in the
    subaccounts of the variable account, the general account and the loan
    collateral account.

Age - the insured's age at his or her nearest birthday.

Attained Age - the insured's age at the end of the most recent contract year.

Beneficiary - the beneficiary designated by the contractowner in the application
    or in the latest notification of change of beneficiary filed with us. If the
    contractowner is the insured and if no beneficiary survives the insured, the
    insured's estate will be the beneficiary. If the contractowner is not the
    insured and no beneficiary survives the insured, the contractowner or his
    estate will be the beneficiary.

Cash Surrender Value - the accumulation value less any applicable surrender
    charges.

Code - the Internal Revenue Code of 1954, as amended, and all regulations
    promulgated thereunder.

Commission - the Securities and Exchange Commission.

Contract - the flexible premium variable life insurance contract offered by this
    prospectus.

Contract Date - the date as of which insurance coverage and contract charges
    begin. The contract date is used to determine contract months and years.

Contract Month - each contract month starts on the same date in each calendar
    month as the contract date.

Contract Year - each contract year starts on the same date in each calendar year
    as the contract date.

Contract Indebtedness - the total of any unpaid contract loans.

Contractowner - the person so designated on the specification page of the
         contract.

Corridor Percentage Test - a method of determining the death benefit as required
    by the Code to qualify the contract as a "life insurance contract"
    thereunder. The death benefit so determined equals the cash value plus the
    cash value multiplied by a percentage which varies with age as specified by
    the Code.

Death Benefit - the amount payable upon the death of the insured, before
    deductions for contract indebtedness and unpaid monthly deductions.

Death Benefit Guarantee - our guarantee that the contract will never lapse if
    you have met the minimum premium requirement.

Free Look - your right to cancel the contract or any increase for a specified
    period and to obtain a full refund of premiums paid with respect to such
    contract or increase.

Fund - Ohio National Fund, Inc.

General Account - our assets other than those allocated to the variable account
    or any other separate account we may establish.

GuidelineAnnual Premium - the level annual premium that would be payable through
    the contract maturity date for a specified stated amount of coverage if we
    scheduled premiums as to both timing and amount and such premiums were based
    on the 1980 Commissioners Standard Ordinary Mortality Table, net investment
    earnings at an annual effective rate of 5%, and fees and charges as set
    forth in the contract.

Home Office - our principal executive offices located at One Financial Way,
    Cincinnati, Ohio 45242.

Initial Premium - an amount required to commence contract coverage at least
    equal to one monthly minimum premium.


                                       5
<PAGE>   8
Insured - the person upon whose life the contract is issued.

Issue Date - the date we approve your application and issue your contract. The
    issue date will be the same as the contract date except for backdated
    contracts, for which the contract date will be prior to the issue date.

Loan Collateral Account - an account to which accumulation value in an amount
    equal to a contract loan is transferred pro rata from the subaccounts of the
    variable account and the general account.

Loan Value - the maximum amount that may be borrowed under the contract. The
    loan value equals the cash surrender value less the cost of insurance
    charges for the balance of the contract year. The loan value less contract
    indebtedness equals the amount you borrow at any time.

Maturity Date - unless otherwise specified in the contract, the maturity date is
    the end of the contract year nearest the insured's 100th birthday.

Minimum Premium - the monthly premium set forth on the contract specification
    page necessary to maintain the death benefit guarantee. Although the minimum
    premium is expressed as a monthly amount, you need not pay it each month.
    Rather, you must pay, cumulatively, premiums which equal or exceed the sum
    of the minimum premiums required during the applicable time period.

Monthly Deduction - the monthly charge against cash value which includes the
    cost of insurance, an administration charge, a risk charge for the death
    benefit guarantee and the cost of any optional insurance benefits added by
    rider.

Net Premiums - the premiums you pay less the premium expense charge.

Planned Premium - a schedule indicating the contractowner's planned premium
    payments under the contract. The schedule is a planning device only and need
    not be adhered to.

Portfolio- a portion of the Fund's assets represented by a separate class or
    series of stock and having a specified investment objective.

Premium Expense Charge - an amount deducted from gross premiums consisting of a
    federal tax charge and any state premium tax and other state and local taxes
    applicable to your contract.

Proceeds - the amount payable on surrender, maturity or death.

Process Day - the first day of each contract month. Monthly deductions and any
    credits are made on this day.

Pronouns - "our", "us" or "we" means Ohio National Life Assurance Corporation.
    "You", "your" or "yours" means the insured. If the insured is not the
    contractowner, "you", "your" or "yours" means the contractowner when
    referring to contract rights, payments and notices.

Receipt - with respect to transactions requiring valuation of variable account
    assets, a notice or request is deemed received by us on the date actually
    received if received on a valuation date prior to 4:00 p.m. Eastern time. If
    received on a day that is not a valuation date or after 4:00 p.m. Eastern
    time on a valuation date, it is deemed received on the next valuation date.

Risk Charge - the charge imposed by the Company against variable account assets
    for assuming the expense and mortality risks under the contract.

Settlement Options - methods of paying the proceeds other than in a lump sum.

Stated Amount - the minimum death benefit payable under the contract as long as
    the contract remains in force and which is set forth on the contract
    specification page.

Subaccount - a subdivision of the variable account which invests exclusively in
    the shares of a corresponding portfolio of the Fund or of another mutual
    fund.


                                       6
<PAGE>   9
Surrender Charge - a two part charge assessed in connection with contract
    surrenders, lapses and decreases in stated amount, consisting of a
    contingent deferred sales charge applicable for 20 years, and a contingent
    deferred insurance underwriting charge applicable for 8 years, from the
    contract date with respect to your initial stated amount and from the date
    of any increase in stated amount with respect to such increase.

Valuation Date - each day on which the net asset value of Fund shares is
    determined. See page 22 of the accompanying Fund prospectus.

Valuation Period - the period between two successive valuation dates which
    begins at 4:00 p.m. Eastern time on one valuation date and ends at 4:00 p.m.
    Eastern time on the next valuation date.

Variable Account - Ohio National Variable Account R.


                                       7
<PAGE>   10
                                  INTRODUCTION

As described on the cover page of this prospectus, the contract offered hereby
is a flexible premium variable life insurance contract which enables you
throughout your lifetime to accommodate to your changing insurance needs and to
changing economic conditions within the framework of a single insurance policy.
The contract provides for death benefits, cash values, loans, a variety of
settlement options and other features traditionally associated with life
insurance.

The contract is similar to traditional life insurance in a number of respects.
You receive insurance coverage to age 100 at least equal to the stated amount as
long as the contract has a positive cash surrender value or the death benefit
guarantee is in effect. You may surrender the contract at any time and receive
its cash surrender value. After the first contract year, you may borrow up to
the loan value of the contract. To the extent that you elect to allocate net
premiums to the general account, the investment return on the contract is
guaranteed.

The contract also has several significant features which differentiate it from
traditional life insurance. There is no schedule of required premiums to keep
the contract in force. Instead, within certain limits, you may adjust the timing
and amount of your premium payments to suit your individual circumstances. In
addition, you direct the investment of your net premiums and resulting cash
values, which will vary with the investment performance of the subaccounts of
the variable subaccount you select. However, unlike traditional insurance, such
values are neither guaranteed nor limited to an assumed rate of interest. The
contract also permits you to elect a variable death benefit plan as an
alternative to a level plan, the latter being similar in many respects to a
traditional whole life policy. Finally, the contract under either plan permits
you to increase the stated amount of insurance coverage any time after the first
contract year and to decrease the stated amount two years after the issue date.

                       ASSUMPTIONS AND SCOPE OF PROSPECTUS

This prospectus relates principally to the variable account and contains only
selected information regarding the general account. (See "The General Account"
at page 32.) For details regarding elements of the contract involving the
general account, see your contract.

Unless otherwise indicated or required by the context, the discussion throughout
this prospectus assumes: that (1) "you", the "contractowner" and the "insured"
are the same person (such terms generally being used interchangeably), (2) the
death benefit guarantee is in effect, (3) the cash surrender value of your
contract is sufficient to pay the next monthly deduction, (4) there is no
outstanding contract indebtedness, (5) the death benefit is not determined by
the corridor percentage test, (6) the contract is not backdated, and (7)
payments under the contract have not been made in a way that would cause the
contract to be treated as a modified endowment contract under federal law.

                                     SUMMARY

The following summary is intended to provide you with a general description of
the most important features of the contract. To understand this summary,
reference should be made to the preceding "Definitions" section for the meaning
of various terms. This summary is not comprehensive and is qualified in its
entirety by the more specific information contained in this prospectus, the
attached Fund prospectuses and the statements of additional information referred
to therein. This summary presents selected information in the same sequence and
employs the same headings as the body of the prospectus. Consult the table of
contents to locate the fuller discussion of each item included herein.


                                       8
<PAGE>   11
OHIO NATIONAL FINANCIAL SERVICES GROUP

OHIO NATIONAL LIFE ASSURANCE CORPORATION (the "Company") - a stock life
insurance company established under the laws of Ohio on June 26, 1979.

THE OHIO NATIONAL LIFE INSURANCE COMPANY ("Ohio National Life") - a mutual life
insurance company organized in 1909 under the laws of Ohio which currently has
assets in excess of $5.9 billion. Ohio National Life controls the Company and
the Fund. While Ohio National Life's experienced personnel and facilities are
available to assist in administering the Company and its flexible product
program, its assets do not back the contract.

OHIO NATIONAL VARIABLE ACCOUNT R (the "variable account") - established by the
Company on May 6, 1985 as a means of offering the types of contract described in
this prospectus. Net premiums allocated to the variable account are segregated
from the Company's other assets and are protected from claims and liabilities
arising from the Company's other lines of business. The Company's general
account assets, however, are available to support benefits under the contract.

There are currently 14 separate subaccounts within the variable account. The
assets of each are invested exclusively in shares of a corresponding investment
portfolio of the Fund or, in the case of the Emerging Markets subaccount, in the
Emerging Markets Fund.

OHIO NATIONAL FUND, INC. (the "Fund") is an open-end diversified management
investment company, commonly referred to as a mutual fund. It currently has 16
investment portfolios, in 13 of which the contracts' assets may be invested: the
Equity Portfolio, Money Market Portfolio, Bond Portfolio, Omni Portfolio (a
flexible portfolio fund), International Portfolio, Capital Appreciation
Portfolio, Small Cap Portfolio, Global Contrarian Portfolio, Aggressive Growth
Portfolio, Core Growth Portfolio, Growth & Income Portfolio, S&P 500 Index
Portfolio and Social Awareness Portfolio (the "portfolios"). The operations of
this Fund, its investment adviser and the investment objectives and policies of
each portfolio are described in its attached prospectus. Net premiums under the
contract may be allocated to the subaccounts of the variable account which
invest exclusively in Fund shares. Accordingly, to the extent you allocate net
premiums to the subaccounts, the accumulation value of your contract will vary
with the investment performance of Fund shares.

EMERGING MARKETS FUND
The Emerging Markets Fund is a series of The Montgomery Funds III, a registered,
open-end, investment company the shares of which are sold only to insurance
company separate accounts to fund variable annuity contracts and variable life
insurance policies. The Emerging Markets Fund is managed, for a fee, by
Montgomery Asset Management, L.P. The value of Emerging Markets Fund investments
fluctuates daily and is subject to the risk of changing economic conditions as
well as the risk inherent in the ability of management to anticipate changes
necessary in those investments to meet changes in economic conditions. For
additional information concerning the Emerging Markets Fund, including its
investment objectives, see its accompanying prospectus. Read the prospectus
carefully before investing. (It contains information about other funds that are
not available for the contract.)

DEATH BENEFITS
You may select one of two death benefit plans -- the level plan (Plan A) or the
variable plan (Plan B). With certain limitations, you may also change death
benefit plans during the life of the contract. The death benefit under the level
plan is the stated amount. The death benefit under the variable plan is the
stated amount plus the accumulation value on the date of death. Under either
plan, we may be required to increase the death benefit to satisfy the corridor
percentage test included in the Code's definition of a "life insurance
contract." Generally, favorable investment performance is reflected in increased
accumulation value under the level plan and in increased insurance coverage
under the variable plan. The death benefit will never be less than the stated
amount as long as the contract has a positive cash surrender value or the death
benefit guarantee is in force. The death benefit will be paid into an
interest-bearing checking account established in your beneficiary's name or, at
your option, applied in whole or in part under one or more settlement options.


                                       9
<PAGE>   12
After the first contract year you may increase your stated amount, and two years
after the issue date you may decrease your stated amount. You cannot decrease
the stated amount below the minimum stated amount shown on the contract
specification page. Any increase or decrease in the stated amount must equal at
least $5,000 and an increase will require additional evidence of insurability.

The contract includes a death benefit guarantee. Under this provision, we
guarantee that the death benefit during the death benefit guarantee period will
not be less than the stated amount, provided you satisfy the minimum premium
requirement. Accordingly, a cash surrender value insufficient to meet the
current monthly deduction as a result of adverse subaccount investment
performance will not cause the contract to lapse as long as the death benefit
guarantee is in effect.

ACCUMULATION VALUE
The accumulation value of your contract equals the sum of the accumulation
values in the general account, the subaccounts of the variable account and the
loan collateral account. The general account accumulation value will reflect the
amount and timing of net premiums allocated to the general account and interest
thereon. The accumulation value in the variable subaccounts will reflect
deductions for a risk charge, the amount and timing of net premiums allocated to
such subaccounts and the investment experience associated therewith. Such
investment experience is not guaranteed. In addition, the subaccount and the
general account accumulation values will be charged pro rata in connection with
contract loans, partial surrenders and monthly deductions. The loan collateral
account will reflect amounts borrowed against the loan value of the contract.

Loans - after the first contract year, you may borrow against the loan value of
your contract. The loan value will never be less than 75% of your cash surrender
value. Loan interest is payable in advance at a rate of 7.4% (an effective
compound annual rate of 8%). Any outstanding contract indebtedness will be
deducted from proceeds payable at the insured's death or upon maturity or
surrender.

Loan amounts and any unpaid interest thereon will be withdrawn pro rata from the
variable subaccounts and the general account. Accumulation value in each
subaccount equal to the contract indebtedness so withdrawn will be transferred
to the loan collateral account. If loan interest is not paid when due, it
becomes loan principal. Accumulation value held in the loan collateral account
earns interest daily at an annual rate guaranteed to be at least 4%. Currently,
we credit interest at an annual rate of 6.75%.

A loan may be repaid in whole or in part at any time while the contract is in
force. When a loan repayment is made, accumulation value securing contract
indebtedness in the loan collateral account equal to the loan repayment will be
allocated first to the general account until the amount borrowed has been
replaced. The balance of the repayment will then be allocated to the general
account and the variable subaccounts using the same percentages as then in
effect to allocate net premiums.

Surrender Privileges - at any time you may surrender your contract in full and
receive the proceeds. Your contract also gives you a partial surrender right. At
any time after two years from the issue date, you may withdraw part of your cash
surrender value. Such withdrawals will reduce your contract's death benefit and
may be subject to a surrender charge.

Withholding Payment After Premium Payment - The Company may withhold payment of
any increased accumulation value or loan value resulting from a recent premium
payment until your premium check has cleared. This could take up to 15 days
after we receive your check.

PREMIUMS
An initial premium is required to purchase a contract. In addition, you must
satisfy a minimum premium requirement to keep the death benefit guarantee in
effect. To satisfy the minimum premium requirement at any time, you must have
paid, cumulatively, total premiums that equal or exceed the monthly minimum
premium indicated on the contract specification page multiplied by the number of
complete contract months the contract has been in effect. If, at any time, you
fail to meet this requirement the death benefit guarantee is no longer in effect
and


                                       10
<PAGE>   13
may generally not be reinstated. The monthly minimum premium indicated on the
contract specification page will remain a level amount until you reach the end
of the death benefit guarantee period shown on the contract specimen page. You
choose this period from among the available periods. Currently there are 3
different periods available: 5 years; to age 70 (or 10 years, if later); or to
maturity. Not all options are available in all states.

We may, at our discretion, refuse to accept a premium payment of less than $25
or one that would cause the contract, without an increase in death benefit, to
be disqualified as life insurance or to be treated as a modified endowment
contract under federal law. Otherwise, the amount and timing or premium payments
is left to your discretion.

To aid you in formulating your insurance plan under the contract, you will adopt
a planned premium schedule at the time of purchase indicating your intended
level of payments. Such premium will generally be an amount greater than your
minimum premium and less than your guideline annual premium. The planned premium
schedule need not be adhered to, as it is only a planning device.

Allocation of Premiums - you may allocate your net premiums to any of the
variable subaccounts and to the general account in any combination of whole
percentages. You indicate your initial allocation in the contract application.
Thereafter, you may transfer accumulation values and reallocate future premiums.

Transfers - we allow transfers of accumulation values among the subaccounts of
the variable account and to the general account at any time. Transfers from the
general account to the subaccounts are subject to certain restrictions.

   
Lapse - provided you pay the minimum premiums required to maintain the death
benefit guarantee, your contract will never lapse. If you fail to satisfy the
minimum premium requirement in the first two contract years, your contract will
lapse after a 61 day grace period. 
    

If you fail to satisfy the minimum premium requirement and, as a result, the
death benefit guarantee is not in effect, the duration of your contract depends
on its cash surrender value. The contract will remain in force as long as the
cash surrender value less any outstanding contract indebtedness is sufficient to
pay the next monthly deduction. If such is not the case, you will have a 61 day
grace period in which to increase your cash surrender value through the payment
of additional premiums. If you do not pay sufficient additional premiums during
the grace period, the contract will lapse and terminate without value.

Reinstatement - once a contract has lapsed, you may request reinstatement of the
contract any time within five years of the lapse. Satisfactory proof of
insurability and payment of a reinstatement premium are required for
reinstatement.

   
Free Look - following the initial purchase of your contract or any subsequent
increase in the stated amount, you are entitled to a free look period. During
the free look period, you may cancel the contract or increase, as applicable,
and we will refund all the money you have paid therefor. In some states,
applicable law requires that your refund be adjusted by any investment gains or
losses. The free look period expires 20 days from your receipt of the
contract or increase.
    

CHARGES AND DEDUCTIONS
We make charges against or deductions from premium payments, accumulation values
and contract surrenders as follows:

(a)  from premiums we deduct a premium expense charge. The premium expense
     charge includes a 1.25% deduction from premium payments for 10 years. Such
     charge is intended to compensate us for federal tax charges. The premium
     expense charge also includes a deduction for the state premium tax and any
     other state and local taxes applicable to your contract. Currently, state
     premium taxes vary from 2% to 4%.


                                       11
<PAGE>   14
(b)  against the accumulation value we make a monthly deduction covering the
     cost of insurance, administrative expenses ($7), the risk of providing the
     death benefit guarantee ($0.00, $0.01, or $0.03 per thousand of stated
     amount, depending on the death benefit guarantee period you choose), and
     the cost of any optional insurance benefit added by rider;

(c)  against the assets of the variable subaccounts we assess a daily charge
     equal to an annualized rate of 0.75% of such assets to compensate us for
     assuming certain mortality and expense risks; and

(d)  from accumulation value we deduct surrender charges in the event of full
     surrender, certain partial surrenders and decreases in stated amount.  Such
     surrender charges only apply during the first 20 contract years following
     the contract date and the date of any increase in stated amount.  The
     surrender charges consist of a contingent deferred sales charge and a
     contingent deferred insurance underwriting charge.  The contingent deferred
     sales charge is 50% of premiums paid, up to a maximum shown on the contract
     specification page.  The contingent deferred insurance underwriting charge
     varies with age at issue or increase from $3 to $6 per thousand dollars of
     your first $500,000 of stated amount.

In addition to the foregoing charges and deductions, we assess the following
three service charges: (i) for partial surrenders the lesser of $25 or 2% of the
amount surrendered, (ii) up to $15 (currently the charge is $3 and is waived on
the first four transfers during any contract year) for transfers of accumulation
value among the subaccounts and the general account and (iii) up to $100
(currently no charge is being made) for any special illustration of contract
benefits that you may request. Currently we impose lesser charges for transfers
and illustrations, but we only guarantee that such charges will never exceed the
amounts stated above. We also reserve the right to assess the assets of each
subaccount to provide for any taxes payable by us on account of such assets.
Certain expenses and an investment advisory fee will be assessed against Fund
assets, as described in the attached Fund prospectuses.

FEDERAL TAX MATTERS

All death benefits paid under the contract will generally be excludable from the
beneficiary's gross income for federal income tax purposes. Under current
federal tax law, as long as the contract qualifies as a "life insurance
contract" as defined therein, any increases in accumulation value attributable
to favorable investment performance should accumulate on a tax deferred basis in
the same manner as with traditional whole life insurance. Partial withdrawals
and surrenders, however, may result in the taxation of the portion of such
withdrawals or surrenders attributable to the increase in accumulation value
resulting from favorable investment performance. If payments are made in excess
of a rate that would pay up a contract after 7 level annual payments, there may
be taxation of, including a penalty tax on, portions of the proceeds of loans,
withdrawals or surrenders.

                     OHIO NATIONAL FINANCIAL SERVICES GROUP

OHIO NATIONAL LIFE ASSURANCE CORPORATION (THE "COMPANY") 

The Company was established on June 26, 1979 under the laws of Ohio to
facilitate the issuance of certain nonparticipating insurance policies. It is a
wholly-owned stock subsidiary of The Ohio National Life Insurance Company. The
Company is currently licensed to sell life insurance in 47 states, the District
of Columbia and Puerto Rico. (See page 37 for the Company's financial
statements.)

THE OHIO NATIONAL LIFE INSURANCE COMPANY ("OHIO NATIONAL LIFE")

Ohio National Life was organized under the laws of Ohio on September 9, 1909 as
a stock life insurance company and became a mutual life insurance company on
August 7, 1959. It writes life, accident and health insurance and annuities in
47 states, the District of Columbia and Puerto Rico. Currently it has assets in
excess of $5.9 billion and equity in excess of $500 million. Ohio National Life
provided the Company with the initial capital to finance its operations. From
time to time, Ohio National Life may make additional capital contributions to
the Company, although it is under no legal obligation to do so and its assets do
not support the benefits provided under the contract.


                                       12
<PAGE>   15
OHIO NATIONAL VARIABLE ACCOUNT R (THE "VARIABLE ACCOUNT")

The Company established the variable account on May 6, 1985 pursuant to the
insurance laws of the State of Ohio. The variable account is registered with the
Securities and Exchange Commission (the "Commission") under the Investment
Company Act of 1940 ("1940 Act") as a unit investment trust. Such registration
does not involve supervision by the Commission of the management or investment
policies of the variable account or the Company. Under Ohio law, the variable
account assets are held exclusively for the benefit of contractowners and
persons entitled to payments under the contract. Variable account assets are not
chargeable with liabilities arising out of any other business of the Company.

The Company keeps the variable account assets physically segregated from assets
of the Company's general account. The Company maintains records of all purchases
and redemptions of Fund shares by each of the subaccounts of the variable
account.

The variable account currently has 14 investment subaccounts, but may in the
future add or delete investment subaccounts. Each investment subaccount will
invest exclusively in shares representing interests in a portfolio of the Fund
or in the case of the Emerging Markets subaccount, in the Emerging Markets Fund.
The income and realized and unrealized gains or losses on the assets of each
subaccount are credited to or charged against that subaccount without regard to
income or gains or losses from any other subaccount.

OHIO NATIONAL FUND, INC.  (THE "FUND")

This Fund is organized as a Maryland corporation and is registered as an
open-end diversified management investment company under the 1940 Act. It
currently has 16 portfolios, in 13 of which the contracts' assets may be
invested. Each portfolio has different investment objectives. Each portfolio
operates as a separate investment fund, and the income or loss of one portfolio
generally has no effect on the investment performance of any other portfolio.

The investment objectives of each portfolio are set forth below. There can be no
assurance that any portfolio will achieve its stated objectives.

Equity Portfolio - long-term capital growth by investing principally in common
stocks or other equity securities. Current income is a secondary objective.

Money Market Portfolio - maximum current income consistent with preservation of
capital and liquidity by investing in high quality money market instruments.

Bond Portfolio - high level of return consistent with preservation of capital by
investing primarily in high quality intermediate and long-term debt securities.

Omni Portfolio - high level of long-term total return consistent with
preservation of capital by investing in stocks, bonds and money market
instruments.

International Portfolio - long-term capital growth by investing primarily in
common stocks of foreign companies.

Capital Appreciation Portfolio - maximum capital growth by investing primarily
in common stocks that are (1) considered to be undervalued or temporarily out of
favor with investors, or (2) expected to increase in price over the short term.

Small Cap Portfolio - maximum capital growth by investing primarily in common
stocks of small and medium size companies.

Global Contrarian Portfolio - long-term growth of capital by investing in
foreign and domestic securities believed to be undervalued or presently out of
favor.

Aggressive Growth Portfolio - capital growth.

Core Growth Portfolio - long-term capital appreciation.


                                       13
<PAGE>   16
Growth & Income - long-term total return by investing in equity securities and
debt securities, focusing on small and mid-cap companies that offer potential
for capital appreciation, current income, or both.

S&P 500 Index Portfolio - total return that corresponds to that of the Standard
& Poor's 500 Index.

Social Awareness Portfolio - total return by investing primarily in common
stocks and other securities of companies that satisfy social concern criteria
established for the portfolio.

   
The investment and reinvestment of Fund assets are directed by Ohio National
Investments, Inc. (the "Adviser"), a wholly-owned subsidiary of Ohio National
Life which makes use of the investment personnel and administrative systems of
Ohio National Life. The investment and reinvestment of the assets of the
following portfolios are managed by the firms indicated as subadvisers.
    

<TABLE>
<CAPTION>
     PORTFOLIO                                       SUBADVISER
     ---------                                       ----------
<S>                                             <C>
     International and Global Contrarian         Societe Generale Asset Management Corp. ("SGAM")
     Capital Appreciation                        T. Rowe Price Associates, Inc. ("TRPA")
     Small Cap                                   Founders Asset Management, Inc. ("FAM")
     Aggressive Growth                           Strong Capital Management, Inc. ("SCM")
     Core Growth                                 Pilgrim Baxter & Associates, Ltd. ("PBA")
     Growth & Income                             Robertson Stephens Investment Management, L.P. ("RSIM")
</TABLE>


SGAM is a wholly-owned subsidiary of Societe Generale, one of the largest banks
in Europe. TRPA manages assets for various individual and institutional
investors, particularly the T. Rowe Price group of mutual funds. FAM manages the
assets of the Founders group of mutual funds as well as private accounts. SCM
manages the assets of the Strong group of mutual funds as well as pension funds
and private accounts. PBA, an affiliate of United Asset Management Corp.,
manages the PBHG mutual funds and other private and institutional accounts.
RSIM, an affiliate of Robertson Stephens & Company, L.L.C., manages the
Robertson Stephens mutual funds and other public and private investment funds.
Each of the Adviser, SGAM, TRPA, FAM, SCM, PBA and RSIM is registered under the
Investment Advisers Act of 1940. For more detailed information concerning each
portfolio, including a description of investment risks, reference is made to the
prospectus of the Fund which accompanies this prospectus.

The Company will purchase and redeem Fund shares for the variable account at net
asset value without the imposition of any sales or redemption charge. Such
shares represent an interest in one of the portfolios of the Fund. Each
portfolio corresponds to a subaccount of the variable account. Any dividend or
capital gain distributions received from the Fund will be reinvested in Fund
shares at net asset value as of the dates paid.

On each valuation date, shares of each portfolio are purchased or redeemed by
the Company for the variable account based on, among other things, the amount of
net premiums allocated to the variable account, dividends and distributions
reinvested, transfers to and among the subaccounts, loans, loan repayments and
benefit payments to be made pursuant to the terms of the contract as of that
date. Purchases and redemptions for the variable account are effected at the net
asset value per share for each portfolio determined in the manner and at the
time set forth in the accompanying Fund prospectus.

A full description of the Fund, its investment policies and restrictions, fees
and expenses paid by it and other aspects of its operations are contained in the
attached prospectus for the Fund and in the statement of additional information
referred to therein.


                                       14
<PAGE>   17
EMERGING MARKETS FUND

The Emerging Markets Fund is a series of The Montgomery Funds III, a registered,
open-end, investment company the shares of which are sold only to insurance
company separate accounts to fund variable annuity contracts and variable life
insurance policies. The Emerging Markets Fund is managed, for a fee, by
Montgomery Asset Management, L.P. The value of Emerging Markets Fund investments
fluctuates daily and is subject to the risk of changing economic conditions as
well as the risk inherent in the ability of management to anticipate changes
necessary in those investments to meet changes in economic conditions. For
additional information concerning the Emerging Markets Fund, including its
investment objectives, see its accompanying prospectus. Read the prospectus
carefully before investing. (It contains information about other funds that are
not available for the contract.)

MIXED AND SHARED FUNDING

In addition to being offered to the variable account, shares of the Fund are
currently offered to other separate accounts of Ohio National Life in connection
with variable annuity contracts. In the future, Fund shares may be offered to
other insurance company separate accounts. Shares of the Emerging Markets Fund
are also presently offered to variable annuity and variable life insurance
separate accounts of other unaffiliated life insurance companies. It is
conceivable that in the future it may become disadvantageous for both variable
life and variable annuity separate accounts or for separate accounts of other
life insurance companies to invest in Fund shares. Although neither the Company,
Ohio National Life nor the Fund currently foresees any such disadvantage, the
Board of Directors of the Fund and of any other fund will monitor events in
order to identify any material conflict between different types of
contractowners and to determine what action, if any, should be taken in response
thereto, including the possible withdrawal of the variable account's
participation in the Fund or the Emerging Markets Fund. Material conflicts could
result from such things as (1) changes in state insurance law; (2) changes in
federal income tax law; (3) changes in the investment management of any
portfolio of the Fund or of the Emerging Markets Fund; or (4) differences
between voting instructions given by different types of contractowners.

                                 DEATH BENEFITS

As long as the contract remains in force (see "Premiums - Lapse" at page 25), we
will, upon receipt of due proof of the insured's death, pay the contract
proceeds to the beneficiary. The amount of the death benefit payable will be
determined as of the date of death, or on the next following valuation date if
the date of death is not a valuation date. Unless a settlement option is
elected, the proceeds will be paid in one lump sum with interest from the date
of the insured's death to the date of payment at a rate we determine which will
not be less than an annual rate of 4%. Such proceeds will be paid into an
interest-bearing checking account established in your beneficiary's name with
Bank One, Springfield, Illinois. The account will bear interest based upon then
current money market rates. The beneficiary will then be able to write checks
against such account at any time and in any amount up to the total in the
account. Such checks must be for a minimum amount of $250. We also offer
beneficiaries and contractowners a wide variety of settlement options. (See "The
General Account - Settlement Options" at page 33.)

The contract provides for two death benefit plans: a level plan ("Plan A") and a
variable plan ("Plan B"). Generally, you designate the death benefit plan in
your contract application. Subject to certain restrictions, you may change the
death benefit plan from time to time. As long as the contract remains in force,
the death benefit under either plan will never be less than the stated amount of
the contract.


                                       15
<PAGE>   18
PLAN A - LEVEL BENEFIT

The death benefit is the greater of (a) the contract's stated amount on the date
of death or (b) the death benefit determined by the corridor percentage test.
The death benefit determined by the corridor percentage test equals the
accumulation value of the contract on the date of death plus such accumulation
value multiplied by the corridor percentage. The corridor percentage varies with
attained age, as indicated in the following table:

<TABLE>
<CAPTION>
                  CORRIDOR                       CORRIDOR                       CORRIDOR                       CORRIDOR
   ATTAINED        PERCEN-        ATTAINED        PERCEN-        ATTAINED        PERCEN        ATTAINED         PERCEN
      AGE           TAGE             AGE           TAGE             AGE            TAGE           AGE            TAGE
  ----------     ----------       ---------     ----------      -----------    -----------        ---            ----
<S>                 <C>             <C>            <C>             <C>            <C>        <C>
40 & below           150%            52             71%             64             22%            91              4%
      41             143             53             64              65             20             92              3%
      42             136             54             57              66             19             93              2%
      43             129             55             50              67             18             94              1%
      44             122             56             46              68             17         95 & above          0%
      45             115             57             42              69             16
      46             109             58             38              70             15
      47             103             59             34              71             13
      48             97              60             30              72             11
      49             91              61             28              73              9
      50             85              62             26              74              7
      51             78              63             24             75-90            5
</TABLE>

Illustration of Plan A. Assume that the insured's attained age at time of death
is 40 and that the stated amount of the contract is $100,000.

Under these circumstances, any time the accumulation value of the contract is
less than $40,000, the death benefit will be the stated amount. However, any
time the accumulation value exceeds $40,000, the death benefit will be greater
than the contract's $100,000 stated amount due to the corridor percentage test.
This is because the death benefit for an insured who dies at age 40 must be at
least equal to the accumulation value plus 150% of the accumulation value.
Consequently, each additional dollar added to accumulation value above $40,000
will increase the death benefit by $2.50. Similarly, to the extent accumulation
value exceeds $40,000, each dollar taken out of accumulation value will reduce
the death benefit by $2.50. If, for example, the accumulation value is reduced
from $48,000 to $40,000, the death benefit will be reduced from $120,000 to
$100,000. However, further reductions in the accumulation value below the
$40,000 level will not affect the death benefit.

In the foregoing example, the breakpoint of $40,000 of accumulation value for
using the corridor percentage test to calculate the death benefit was determined
by dividing the $100,000 stated amount by 100% plus 150% (the corridor
percentage at age 40, as shown in the table above). For your contract, you may
make the corresponding determination by dividing your stated amount by 100% plus
the corridor percentage for your age (see the table above). The calculation will
yield a dollar amount which will be your breakpoint for using the corridor
percentage test. If your accumulation value is greater than such dollar figure,
your death benefit will be determined by the corridor percentage test. If it is
less, your death benefit will be your stated amount.

PLAN B - VARIABLE BENEFIT

The death benefit is equal to the greater of (a) the stated amount plus the
accumulation value on the date of death or (b) the death benefit determined by
the corridor percentage as described above and using the foregoing table of
corridor percentages.

Illustration of Plan B. Again assume that the insured's attained age at the time
of death is 40 and that the stated amount of the contract is $100,000.


                                       16
<PAGE>   19
Under these circumstances, a contract with accumulation value of $20,000 will
have a death benefit of $120,000 ($100,000 + $20,000). An accumulation value of
$60,000 will yield a death benefit of $160,000 ($100,000 + $60,000). The death
benefit under this illustration, however, must be at least equal to the
accumulation value plus 150% of the contract's accumulation value. As a result,
if the accumulation value of the contract exceeds $66,667, the death benefit
will be greater than the stated amount plus accumulation value. Each additional
dollar of accumulation value above $66,667 will increase the death benefit by
$2.50. Under this illustration, a contract with an accumulation value of $80,000
will provide a death benefit of $200,000 ($80,000 + 150% x $80,000). Similarly,
to the extent that accumulation value exceeds $66,667, each dollar taken out of
accumulation value reduces the death benefit by $2.50. If, for example, the
accumulation value is reduced from $80,000 to $68,000, the death benefit will be
reduced from $200,000 to $170,000.

In the foregoing example, the breakpoint of $66,667 of accumulation value for
using the corridor percentage test to calculate the death benefit was determined
by dividing the $100,000 stated amount by 150% (the corridor percentage at age
40, as shown in the table above). For your contract, you may make the
corresponding determination by dividing your stated amount by the corridor
percentage for your age (see the table above). The calculation will yield a
dollar amount which will be your breakpoint for using the corridor percentage
test. If your accumulation value is greater than such dollar figure, your death
benefit will be determined by the corridor percentage test. If it is less, your
death benefit will be your stated amount plus your accumulation value.

CHANGE IN DEATH BENEFIT PLAN

Generally, after the first contract year, you may change your death benefit plan
on any process day by sending us a written request. Changing death benefit plans
will not require evidence of insurability. The effective date of any such change
will be the process day on or following the date of receipt of your request.

As a general rule, at times when you wish to have favorable investment
performance reflected in higher accumulation value, rather than increased
insurance coverage, you should elect the Plan A death benefit. Conversely, at
times when you wish to have favorable investment performance reflected in
increased insurance coverage, rather than higher accumulation value, you should
generally elect the Plan B death benefit.

If you change your death benefit plan from Plan B to Plan A, your stated amount
will be increased by the amount of your accumulation value to equal the death
benefit which would have been payable under Plan B on the effective date of the
change. For example, a Plan B contract with a $100,000 stated amount and $20,000
accumulation value ($120,000 death benefit) would be converted to a Plan A
contract with $120,000 stated amount. Again, the death benefit would remain the
same on the effective date of the change.

A change in the death benefit option will not alter the amount of the
accumulation value or the death benefit payable under the contract on the
effective date of the change. However, switching between the variable and the
level plans will alter your insurance program with consequent effects on the
level of your future death benefits, accumulation values and premiums. While the
death benefit under Plan B will be greater than under Plan A for a given stated
amount, since the accumulation value is added to stated amount under Plan B but
not under Plan A, the cost of insurance included in the monthly deduction will
be greater under Plan B than under Plan A assuming the same stated amount. (See
"Charges and Deductions - Monthly Deduction" at page 27.) Furthermore, assuming
your accumulation value continues to increase, your future cost of insurance
charges will be higher after a change from Plan A to Plan B and lower after a
change from Plan B to Plan A. If your accumulation value decreases in the
future, the opposite will be true. Changes in the cost of insurance charges have
no effect on your death benefit under Plan A. Under Plan B, however, increased
cost of insurance charges will reduce the future accumulation value and death
benefit to less than they otherwise would be, and vice versa.


                                       17
<PAGE>   20
DEATH BENEFIT GUARANTEE

We guarantee that the contract will not lapse during the death benefit guarantee
period provided you meet the minimum premium requirement. (See "Premiums -
Minimum Premiums" at Page 23.) Accordingly, as long as the death benefit
guarantee is in effect, the contract will not lapse even if, because of adverse
investment performance, the cash surrender value falls below the amount needed
to pay the next monthly deduction. A charge per $1,000 of stated amount will be
made for each month the death benefit guarantee is in effect. The charge is
$0.00 if you choose a 5 year guarantee; $0.01 if you choose the guarantee to the
later of age 70 or 10 years, or $0.03 if you choose the guarantee to maturity.

If on any process day the minimum premium requirement is not met, we will send
you a notice of the required payment. If we do not receive the required payment
within 61 days of the date of the mailing of such notice, the death benefit
guarantee will no longer be in effect. Generally, the death benefit guaranteed
may not be reinstated once it has been lost. However, we may at our discretion
permit you to reinstate the death benefit guarantee if you (a) double your
stated amount or (b) increase your stated amount by $100,000 or more. A new
minimum premium will be required to maintain the reinstated death benefit
guarantee.

CHANGES IN STATED AMOUNT

Subject to certain limitations, you may at any time after the first contract
year increase your contract's stated amount and after two years from the issue
date decrease your stated amount by sending us a written request. We may limit
you to two such changes in each contract year. Any change must be of at least
$5,000. The effective date of the increase or decrease will be the process day
on or following approval of the request. A change in stated amount will affect
the monthly insurance charges and surrender charges. (See "Charges and
Deductions - Monthly Deduction" at page 27 and "Surrender Charge" at page 27.)

Increases. An increase is treated in a similar manner to the purchase to a new
contract. To obtain an increase, you must submit a supplemental application to
us with evidence demonstrating insurability. Depending on your accumulation
value, you may or may not have to pay additional premiums to obtain an increase.
If you must pay an additional premium, we must receive it by the effective date
of the increase.

After an increase, a portion of premium payments will be allocated to such
increase. The amount so allocated will bear the same relationship to total
premium payments as the guideline annual premium for such increase bears to the
guideline annual premium for your initial stated amount plus the guideline
annual premiums for all increases.

The pattern of surrender charges with respect to premiums allocated to an
increase will be the same as with a new contract. (See "Charges and Deductions -
Surrender Charge" at page 27.) This means that only premiums allocated to an
increase will be subject to the contingent deferred sales charge for the
increase.

With respect to premiums allocated to an increase, you will have the same free
look and conversion rights with respect to an increase as with the initial
purchase of your contract. (See "Premiums - Free Look; Conversion" at page 26.)


                                       18
<PAGE>   21
Decreases. You may decrease your stated amount after two years from the issue
date or the date of any increase, subject to the following limitations. The
stated amount after any requested decrease may not be less than the minimum
stated amount of $50,000. Moreover, we will not permit a decrease in stated
amount if the contract's accumulation value is such that reducing the stated
amount would cause the death benefit after the decrease to be determined by the
corridor percentage test. If you decrease your stated amount and there are
applicable surrender charges (see "Charges and Deductions - Surrender Charge" at
page 27), we will assess the portion of such surrender charge attributable to
the stated amount cancelled by the decrease against the accumulation value of
your contract. For purposes of determining the surrender charges on the amount
decreased and your cost of insurance charge on your remaining coverage (see
"Charges and Deductions - Surrender Charge at page 27; Monthly Deduction" at
page 27), a decrease in stated amount will reduce your existing stated amount in
the following order: (a) the stated amount provided by your most recent
increase, (b) your next most recent increases successively, and (c) your initial
stated amount.

                               ACCUMULATION VALUE

Your contract provides certain accumulation value benefits. Subject to certain
limitations, you may obtain access to the accumulation value of your contract.
You may borrow against your contract's loan value and you may surrender your
contract in whole or in part.

The accumulation value of your contract is the sum of the accumulation values in
the subaccounts, the general account and the loan collateral account. The
following discussion relates only to the variable account. The general account
and the loan collateral account are discussed elsewhere in this prospectus. (See
"The General Account - Accumulation Value" at page 33 and "Accumulation Value -
Loans" at page 20.)

DETERMINATION OF VARIABLE ACCOUNT ACCUMULATION VALUES 

The contract's accumulation value in the variable account may increase or
decrease depending on the investment performance of the subaccounts you choose.
There is no guaranteed minimum accumulation value in the variable account.

The accumulation value of the contract will be calculated initially on the later
of the issue date or when we first receive a premium payment, and thereafter on
each valuation date. On such initial valuation date, your accumulation value
will equal the initial premium paid less the premium expense charge and the
first monthly deduction. (See "Charges and Deductions - Premium Expense Charge"
at page 26 and "Monthly Deduction" at page 27.) On each subsequent valuation
date, your accumulation value will be (1) plus any transactions referred to in
(2), (3) and (4) and minus any transactions referred to in (5), (6) and (7)
which occur during the current valuation period, where:

     (1) is the sum of each subaccount's accumulation value as of the previous
         valuation date multiplied by each subaccount's net investment factor
         for the current valuation period;

     (2) is net premiums allocated to the variable account;

     (3) is transfers from the loan collateral account as a result of loan
         repayments and reallocations of accumulation value from the general
         account;

     (4) is interest on contract indebtedness credited to the variable
         subaccounts;

     (5) is transfers to the loan collateral account in connection with contract
         loans and reallocations of accumulation value to the general account;

     (6) is any partial surrender made (and any surrender charge imposed); and

     (7) is the monthly deduction.

                                       19
<PAGE>   22
ACCUMULATION UNIT VALUES

We use accumulation units as a measure of value for bookkeeping purposes. When
you allocate net premiums to a subaccount, we credit your contract with
accumulation units. In addition, other transactions, including loans, partial
and full surrenders, transfers, surrender and service charges, and monthly
deductions, affect the number of accumulation units credited to your contract.
The number of units credited or debited in connection with any such transaction
is determined by dividing the dollar amount of such transaction by the unit
value of the affected subaccount. We determine the unit value of each subaccount
on each valuation date. The number of units so credited or debited will be based
on the unit value on the valuation date on which the premium payment or
transaction request is received by us at our home office. The number of units
credited will not change because of subsequent changes in unit value. The dollar
value of each subaccount's units will reflect asset charges and the investment
performance of the corresponding portfolio of the Fund or the Emerging Markets
Fund.

The accumulation unit value of each subaccount's unit initially was $10. The
unit value of a subaccount on any valuation date is calculated by multiplying
the subaccount unit value on the previous valuation date by its net investment
factor for the current valuation period.

NET INVESTMENT FACTOR

We use a net investment factor to measure investment performance of each
subaccount and to determine changes in unit value from one valuation period to
the next. The net investment factor for a valuation period is (a) divided by (b)
minus (c) where:

(a)  is (i) the value of the assets of the subaccount at the end of the
     preceding valuation period, plus (ii) the investment income and capital
     gains, realized or unrealized, credited to the assets of the subaccount
     during the valuation period for which the net investment factor is being
     determined, minus, (iii) any amount charged against the subaccount for
     taxes or any amount set aside during the valuation period by us to provide
     for taxes we determine are attributable to the operation or maintenance of
     that subaccount (currently there are no such taxes);

(b)  is the value of the assets of the subaccount at the end of the preceding
     valuation period; and

(c)  is a charge no greater than 0.0020471% on a daily basis. This corresponds
     to 0.75% on an annual basis for mortality and expense risks.

LOANS

After the first contract year, you may borrow up to the loan value of your
contract. The loan value is the cash surrender value less the cost of insurance
charges on your contract to the end of the current contract year. The loan value
will never be less than 75% of the cash surrender value. We will generally
distribute the loan proceeds to you within seven days from receipt of your
request for the loan at our home office, although payment of the proceeds may be
postponed under certain circumstances. (See "General Provisions - Postponement
of Payments" at page 32.) In some circumstances, loans may involve tax
liability. (See "Federal Tax Matters" at page 35.)

When a loan is made, accumulation value in an amount equal to the loan will be
taken from the general account and each subaccount in proportion to your
accumulation value in the general account and each subaccount. This value is
then held in the loan collateral account and earns interest at an effective rate
guaranteed to be at least 4% per year. Currently, we credit interest to the loan
collateral account at a rate of 6.75% per year, but we may reduce such rate to
4% at any time. Such interest is credited to the subaccounts and the general
account in accordance with the premium allocation then in effect.

We charge interest on loans in advance each year at a rate of 7.4% per year,
equivalent to an effective annual rate of 8%. When we make a loan, we add to the
amount of the loan the interest covering the period until the end of the
contract year. At the beginning of each subsequent contract year, if you fail to
pay the interest in accumulation, we will transfer sufficient accumulation value
from the general account and each subaccount to pay the interest for the
following contract year. The allocation will be in proportion to your
accumulation value in each subaccount.


                                       20
<PAGE>   23
You may repay a loan at any time, in whole or in part, before we pay the
contract proceeds. When you repay a loan, interest already charged covering any
period after the repayment will reduce the amount necessary to repay the loan.
Premiums paid in excess of any planned premiums when there is a loan outstanding
will be first applied to reduce or repay such loan. Upon repayment of a loan,
the loan collateral account will be reduced by the amount of the repayment and
the repayment will be allocated first to the general account, until the amount
borrowed from the general account has been repaid. Unless we are instructed
otherwise, the balance of the repayment will then be applied to the subaccounts
and the general account according to the premium allocation then in effect.

Any outstanding contract indebtedness will be subtracted from the proceeds
payable at the insured's death and from cash surrender value upon complete
surrender or maturity.

A loan, whether or not repaid, will have a permanent effect on a contract's cash
surrender value (and the death benefit under Plan B contracts) because the
investment results of the subaccounts will apply only to the amount remaining in
the subaccounts. The longer the loan is outstanding, the greater the effect is
likely to be. The effect could be favorable or unfavorable. If investment
results are greater than the rate being credited upon the amount of the loan
while the loan is outstanding, contract values will not increase as rapidly as
they would have if no loan had been made. If investment results are below that
rate, contract values will be higher than they would have been had no loan been
made. A loan that is repaid will not have any effect upon the guaranteed minimum
death benefit.

SURRENDER PRIVILEGES

As an alternative to obtaining access to your accumulation value by using the
loan provisions described above, you may obtain your cash surrender value by
exercising your surrender or partial surrender privileges. Surrenders, however,
may involve tax liability. (See "Federal Tax Matters - Contract Proceeds" at
page 35.)

You may surrender your contract in full at any time by sending us a written
request together with the contract to our home office. The cash surrender value
of the contract equals the accumulation value less any applicable surrender
charges. (See "Charges and Deductions - Surrender Charge" at page 27.) Upon
surrender, the amount of any outstanding loans will be deducted from the cash
surrender value to determine the proceeds. The proceeds will be determined on
the valuation date on which the request for a surrender is received. Proceeds
will generally be paid within seven days of receipt of a request for surrender.
(See "General Provisions - Postponement of Payments" at page 32.)

After two years from the issue date, you may obtain a portion of your
accumulation value upon partial surrender of the contract. Partial surrenders
cannot be made more than twice during any contract year. The amount of any
partial surrender may not exceed the cash surrender value, less (a) any
outstanding contract indebtedness, (b) an amount sufficient to cover the next
two monthly deductions and (c) the service charge of $25 or 2% of the amount
surrendered, if less.

We will reduce the accumulation value of your contract by the amount of any
partial surrender. In doing so, we will deduct the accumulation value taken by a
partial surrender from each increase and your initial stated amount in
proportion to the amount such increases and initial stated amount bear to the
total stated amount.

Under Plan A, a partial surrender reduces your stated amount. Such surrender
will result in a dollar for dollar reduction in the death proceeds except when
the death proceeds of your contract are determined by the corridor percentage
test. The stated amount remaining after a partial surrender may be no less than
the minimum stated amount of $50,000. If increases in stated amount have
occurred previously, a partial surrender will first reduce the stated amount of
the most recent increase, then the most recent increases successively, then the
initial stated amount.

Under Plan B, a partial surrender reduces your accumulation value. Such
reduction will result in a dollar for dollar reduction in the death proceeds
except when the death proceeds are determined by the corridor percentage test.
Because the Plan B death benefit is the sum of the accumulation value and stated
amount, a partial surrender under Plan B does not reduce your stated amount but
instead reduces accumulation value.


                                       21
<PAGE>   24
If the proceeds payable under either death benefit option both before and after
the partial surrender are determined by the corridor percentage test, a partial
surrender generally will result in a reduction in proceeds equal to the amount
paid upon such surrender plus such amount multiplied by the applicable corridor
percentage. (See "Death Benefits - Plan A - Level Benefit" at page 16.)

During the first 20 contract years and for 20 years after the effective date of
an increase, a partial surrender charge in addition to the service charge of the
lesser of $25 or 2% of the amount surrendered will be made on the amount of
partial surrenders in any contract year that exceeds 10% of the cash surrender
value as of the end of the previous contract year. (For an illustration of the
surrender charges applied to partial surrenders of accumulation value, see
"Charges and Deductions - Surrender Charge" at page 27.)

MATURITY

We will pay you your accumulation value on the maturity date, reduced by any
outstanding contract indebtedness. The maturity date is listed on the
specification page and is the end of the contract year nearest your 100th
birthday. If we consent, you may continue your contract as an extended endowment
after the maturity date. In such case, the death benefit after the maturity date
will equal your contract's cash surrender value.

                                    PREMIUMS

PURCHASING A CONTRACT

To purchase a contract, you must complete an application and submit it to us at
our home office through the agent selling the contract. Generally, we will not
issue a contract to a person older than age 80, but we may do so at our sole
discretion. Non-smoker rates are available if you are age 18 or over. We will
only issue contracts with stated amounts of $50,000 or more. All applications
require evidence of insurability. Acceptance of any application is subject to
our insurance underwriting rules. The review period for routine applications
will generally last one week. Approval of applications that require supplemental
medical information, however, may be delayed six weeks or more while such
information is obtained and reviewed.

You must pay an initial premium in order for your contract to take effect. The
contract takes effect as of the contract date. However, if you pay the initial
premium at the time you submit your application, we will, pursuant to the
premium receipt agreement contained in such application, provide you with
insurance coverage equal to your stated amount (up to $500,000) for a period of
up to 60 days, starting on the later of the date of your application and the
date you complete any required medical examination and ending on the date we
approve or reject your application. We do not pay interest on initial premiums
during the review period.

The contract date will be the same as the issue date, except in the case of a
backdated contract where the contract date will be earlier than the issue date.
At your request, we will backdate a contract as much as six months. This
procedure may be to your advantage where backdating will lower your age at issue
and thereby lower your cost of insurance and surrender charges which are scaled
by age. (See "Charges and Deductions - Monthly Deduction" at page 27 and
"Surrender Charge" at page 27.) A backdated contract will be treated as though
it had been in force since the contract date. Consequently, the initial premium
required for a backdated contract will be larger than for a contract which is
not backdated inasmuch as you must satisfy the minimum premium requirement, pay
monthly deductions and pay all other charges associated with the contract for
the period between the contract date and the issue date.

On the later of the issue date and the date we receive your initial premium, net
premiums are allocated to the Money Market subaccount in connection with the
free look right. (See "Premiums - Free Look" at page 26.) On the first process
day following the issue date or, if later, when we receive your initial premium,
such net premiums will be allocated among the subaccounts and the general
account in accordance with your instructions as indicated in your application.


                                       22
<PAGE>   25
If we reject your application during the review period or you choose to cancel
your contract during the free look period, we will refund to you all amounts you
have paid under the contract. Consequently, during the application review and
free look periods, we bear the investment risk with respect to any amounts you
pay under the contract. However, if you do not exercise your free look
privilege, your accumulation value will reflect investment performance during
the free look period.

PAYMENT OF PREMIUMS

Premiums must be paid to us at our home office. Unlike a traditional insurance
policy, the contract does not require a fixed schedule of premium payments.
Within certain limits, you may determine the amount and timing of your premium
payments. As described below, such limits include an initial premium requirement
and a minimum premium requirement. Your contract specification page will also
include a schedule of planned premiums.

INITIAL PREMIUMS

You must pay an initial premium before we will make your contract effective.
Such premium may be submitted with your contract application or sent directly to
us at our home office. The amount of the initial premium will be at least one
monthly minimum premium. The initial premium for a backdated contract may be
substantially greater.

MINIMUM PREMIUMS

You must satisfy the minimum premium requirement to keep the death benefit
guarantee in effect. Failure to make premium payments sufficient to maintain the
death benefit guarantee will not necessarily cause your contract to lapse.
However, once the death benefit guarantee does not apply to your contract, it
may not be reinstated. (See "Death Benefits - Death Benefit Guarantee" at page
18.) The component of the monthly deduction which is the charge for the death
benefit guarantee will not be imposed on contracts for which the death benefit
guarantee is no longer in effect. (See "Charges and Deductions - Monthly
Deduction" at page 27.)

To satisfy the minimum premium requirement, you must have paid at any time
cumulative premiums, less any partial surrenders and contract indebtedness,
equal to the monthly minimum premium multiplied by the number of complete
contract months the contract has been in effect. The monthly minimum premium
indicated on the contract specification page will remain a level amount until
the end of the death benefit guarantee period.

PLANNED PREMIUMS

When you purchase a contract, you will be asked to adopt a planned premium
schedule. Such schedule is a planning device which indicates the level of
premiums you intend to pay under the contract. You are not required to adhere to
such schedule. You may adopt, in consultation with your agent, any planned
premium schedule that you wish. The amount of scheduled payments, however,
should generally be set between the minimum premium necessary to keep the death
benefit guarantee in effect and the maximum premium permitted for your contract
to qualify as life insurance under the Code. The guideline annual premium is a
level amount which should provide the benefits under the contract through age
100 and is based on guaranteed assumptions with respect to expenses and cost of
insurance charges and investment performance of 4%.

In choosing your planned premium schedule, you will need to make a judgment as
to the long-term rate of investment return which you expect under the contract.
The higher your assumption as to the long-term rate of investment return, the
lower your planned premium needs to be for a given insurance objective, and vice
versa. There is no assurance that such planned premiums will provide the death
proceeds or other benefits sought under the contract. By definition, the value
of such benefits depends on the investment performance of the subaccounts which
cannot be predicted. In any event, you may need to pay greater or lesser
premiums than are indicated in the planned premium schedule to attain your
insurance objectives.


                                       23
<PAGE>   26
We will furnish you an annual report which will show the accumulation value of
your contract one year from the date of the report based on planned premiums,
guaranteed cost of insurance and guaranteed interest with respect to the general
account. We may charge for this report.

As previously indicated, at any time you may pay more or less than the amount
indicated in the planned premium schedule. We may at our discretion, however,
refuse to accept any premium payment of less than $25 or so large that it would
cause the contract, without an increase in death benefit, to be disqualified as
life insurance or to be treated as a modified endowment contract under federal
law.

ALLOCATION OF PREMIUMS

In the contract application, you may direct the allocation of your premium
payments, net of the premium expense charge (see "Charges and Deductions -
Premium Expense Charge" at page 26) among the subaccounts of the variable
account and the general account. Your initial allocation will take effect on the
first process day following the issue date or, if later, when we receive your
initial premium payment. Pending such allocation, net premiums will be held in
the Money Market subaccount. If you fail to indicate an allocation in your
contract application, we will leave your net premiums in the Money Market
subaccount until we receive allocation instructions. The amount allocated to any
subaccount or the general account must equal a whole percentage. You may change
the allocation of your future net premiums at any time upon written notice to
us. Premiums allocated to an increase will be credited to the subaccounts and
the general account in accordance with your premium allocation then in effect on
the later of the date of the increase or the date we receive such a premium.

TRANSFERS

You may transfer the accumulation value of your contract among the subaccounts
of the variable account and to the general account at any time. Each amount
transferred must be at least $300 unless a smaller amount constitutes the entire
accumulation value of the subaccount from which the transfer is being made, in
which case you may only transfer the entire amount. There is a service charge of
$3 for each transfer, but we are presently waiving that charge for the first
four transfers during a contract year. Such fee is guaranteed not to exceed $15
in the future. Transfers from the general account to the subaccounts are subject
to additional restrictions. No more than 25% of the accumulation value in the
general account as of the end of the previous contract year, or $1,000, if
greater, may be transferred to one or more of the subaccounts in any contract
year.

To the extent that transfers, surrenders and loans from a subaccount exceed net
purchase payments and transfers into that subaccount, securities of the
corresponding portfolio of the Fund may have to be sold. Excessive sales of a
portfolio's securities on short notice could be detrimental to that portfolio
and to contractowners with values allocated to the corresponding subaccount. To
protect the interests of all contractowners, the Company reserves the right to
limit the number, frequency, method or amount of transfers. Transfers from any
portfolio of the Fund on any one day may be limited to 1% of the previous day's
total net assets of that portfolio if the Company or the Fund, in its or their
discretion, believes that the portfolio might otherwise be damaged.

If and when transfers must be so limited, some transfer requests will not be
made. In determining which requests will be made, scheduled transfers (pursuant
to a preexisting Dollar Cost Averaging program) will be made first, followed by
mailed written requests in the order postmarked and, lastly, telephone and
facsimile requests in the order received. Contractowners whose transfer requests
are not made will be so notified. Current rules of the Commission preclude the
Company from processing at a later date those requests that were not made.
Accordingly, a new transfer request would have to be submitted in order to make
a transfer that was not made because of these limitations.


                                       24
<PAGE>   27
DOLLAR COST AVERAGING

The Company administers a Dollar Cost Averaging ("DCA") program enabling you to
preauthorize automatic monthly or quarterly transfers of a specified dollar
amount (a) from any variable subaccount to any of the other subaccounts or the
general account, or (b) if established at the time the contract is issued and
limited to accumulation values attributed to your initial premium payment, from
the general account to any other subaccounts. The DCA program is only available
on contracts having a total accumulation value of at least $10,000. Each
transfer under the DCA program must be at least $500, and at least 12 transfers
must be scheduled. No transfer fee will be charged for DCA transfers. The
Company may discontinue the DCA program at any time.

DCA generally has the effect of reducing the risk of purchasing at the top of a
market cycle by reducing the average cost of indirectly purchasing Fund shares
through the subaccounts to less than the average price of the shares on the same
purchase dates. This is because greater numbers of shares are 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. In
addition, in a rising market, DCA will produce a lower rate of return than will
a single up-front investment. Moreover, for transfers from a subaccount not
having a stabilized net asset value, DCA will have the effect of reducing the
average price of shares being redeemed.

TELEPHONE TRANSFERS

If the contract owner first submits a pre-authorization form to the Company,
transfers may be made by telephoning the Company at 1-800-635-3225. The Company
will honor pre-authorized telephone transfer instructions from anyone who is
able to provide the personal identifying information requested, but reserves the
right to refuse to honor any such request if that seems prudent. The Company
will use reasonable procedures to confirm that telephone instructions are
genuine. (Otherwise, the Company may be liable for any losses due to
unauthorized or fraudulent instructions.) A written confirmation will be sent
following each telephone transfer.

LAPSE

Provided you satisfy the minimum premium requirement and thereby keep the death
benefit guarantee in effect, your contract will not lapse during the death
benefit guarantee period. If you fail to satisfy the minimum premium requirement
and, as a result, the death benefit guarantee is not in effect, the contract
will remain in force as long as the cash surrender value less any contract
indebtedness is sufficient to pay the next monthly deduction. If the cash
surrender value less any contract indebtedness is insufficient to pay the next
monthly deduction, you will be given a 61 day grace period within which to make
a premium payment to avoid lapse. The premium required to avoid lapse will be
equal to the amount needed to allow the cash surrender value less any contract
indebtedness to cover the monthly deduction for two contract months. This
required premium will be indicated in a written notice which we will send to you
at the beginning of the grace period. The grace period commences when we mail
such notice. The contract will continue in force throughout the grace period,
but if the required premium is not forthcoming, the contract will terminate
without value at the end of the grace period. If death occurs during the grace
period, the death benefit payable under the contract will be reduced by the
amount of any unpaid monthly deduction. However, the contract will never lapse
due to insufficient cash surrender value as long as the death benefit guarantee
is in effect.


                                       25
<PAGE>   28
REINSTATEMENT

If the contract lapses, you may apply for reinstatement anytime within five
years. Your contract will be reinstated provided you supply proof of
insurability and pay the monthly cost of insurance charges from the grace period
plus a reinstatement premium. The reinstatement premium, after deduction of the
premium expense charge, must be sufficient to cover the monthly deduction for
two contract months following the effective date of reinstatement. If a loan was
outstanding at the time of lapse, we will require reinstatement or repayment of
the loan and accrued interest at 6% per year before permitting reinstatement of
the contract.

CONVERSION

Once during the first two years following the issue date and the date of any
increase in stated amount, you may convert your contract or increase, as
applicable, to a fixed benefit flexible premium policy by transferring all of
your accumulation value to the general account. After such a transfer, values
and death benefits under your contract will be determinable and guaranteed.
Accumulation values will be determined as of the date we receive a conversion
request at our home office. There will be no change in stated amount as a result
of the conversion and no evidence of insurability is required. Outstanding loans
need not be repaid in order to convert your contract. Transfers of accumulation
value to the general account in connection with such a conversion will be made
without charge.

FREE LOOK

You have a limited right to cancel your contract or any increase in stated
amount. We will cancel the contract or increase if you notify us or our agent
before 20 days from the date you receive the contract or increase. Within seven
days after we receive your notice to cancel, we will return all of the money you
paid for the cancelled contract or increase. In some states, applicable law
requires that your refund be adjusted by any investment gains or losses.

                             CHARGES AND DEDUCTIONS

We make charges against or deductions from premium payments, accumulation values
and contract surrenders in the manner described below.

PREMIUM EXPENSE CHARGE

Each premium payment is subject to a premium expense charge. The premium expense
charge has two components: a federal tax charge and a charge for the state
premium tax and any other state and local taxes applicable to your contract.

Federal Tax Charge. - The contract is subject to a charge of 1.25% of premiums
paid in the first 10 years.  This charge is intended to help defray the federal
tax cost attributable to this contract.

State Premium Tax. Your premium payments will be subject to the state premium
tax and any other state or local taxes applicable to your contract.  Currently,
most state premium taxes range from 2% to 4%.

OHIO NATIONAL LIFE EMPLOYEE DISCOUNT

Ohio National Life and its affiliated companies offer a credit on the purchase
of contracts by any of their employees, directors or retirees, or their spouse
or the surviving spouse of a deceased retiree, covering any of the foregoing or
any of 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 is treated as
additional premium under the contract.


                                       26
<PAGE>   29
The amount of the credit equals 45% of the first contract year's minimum premium
and 45% of the minimum premium attributable to any increase in stated amount for
the year of such increase, plus 3% of any first year premium paid in excess of
the minimum premium, and 3% of the total premiums paid in the second through
sixth contract years. The Company credits the general account of the employee's
contract in the foregoing amounts at the times premium payments are made by the
employee.

MONTHLY DEDUCTION

As of the contract date and each subsequent process day, we will deduct from the
accumulation value of your contract a monthly deduction to cover certain charges
and expenses incurred in connection with the contract.

The monthly deduction consists of (1) the cost of insurance, (2) an
administration charge of $7 for the cost of establishing and maintaining
contract records and processing applications and notices, (3) a risk charge for
the risk associated with the death benefit guarantee, and (4) the cost of
additional insurance benefits provided by rider.

Your cost of insurance is determined on a monthly basis, and is determined
separately for your initial stated amount and each subsequent increase in the
stated amount. The monthly cost of insurance rate is based on your sex, attained
age, rate class and the length of time since issue. The cost of insurance is
calculated by multiplying (i) by the result of (ii) minus (iii), where:

 (i)   is the cost of insurance rate as described in the contract. Such actual
       cost will be based on our expectations as to future mortality experience.
       It will not, however, be greater than the guaranteed cost of insurance
       rates set forth in the contract. Such rates for smokers and non-smokers
       are based on the 1980 Commissioner's Standard Ordinary, Male or Female,
       Smoker or Nonsmoker, mortality table, with assumed interest at the rate
       of 4% per year. The cost of insurance charge is guaranteed not to exceed
       such table rates for the insured's risk class;

 (ii)  is the death benefit at the beginning of the contract month divided by
       1.0032737; and

 (iii) is accumulation value at the beginning of the contract month.

In connection with certain employer-related plans, cost of insurance rates may
not be based on sex. (See "Employee Benefit Plans" at page 36.)

The charge for the death benefit guarantee is $0.00, $0.01, $0.03 per $1,000 of
your stated amount, depending upon which death benefit guarantee period you
choose.

RISK CHARGE

Your accumulation value in the variable account, but not your accumulation value
in the general account, will also be subject to a risk charge intended to
compensate us for assuming certain mortality and expense risks in connection
with the contract. Such charge will be assessed at a daily rate of 0.0020471%
against each of the variable subaccounts. This corresponds to an annual rate of
0.75%. The risks assumed by us include the risks of greater than anticipated
mortality and expenses.

SURRENDER CHARGE

After the free look period and during the early years of your contract and
following any increase in stated amount, a surrender charge is assessed in
connection with all complete surrenders, all lapses, all decreases in stated
amount and certain partial surrenders. Such surrender charge consists of two
components: (1) a contingent deferred sales charge, which applies to your
initial contract for 20 years from the contract date and to any increase for 20
years from the effective date of such increase, and (2) a contingent deferred
insurance underwriting charge, which applies for 8 years from such dates.


                                       27
<PAGE>   30
If you surrender your contract in full or it lapses when a surrender charge
applies, we will deduct the total charge from your accumulation value. If you
decrease the stated amount of your contract while a surrender charge applies,
your accumulation value will be charged with the portion of the total surrender
charge attributable to the stated amount cancelled by the decrease.

Partial surrenders in any contract year totaling 10% or less of the cash
surrender value of your contract as of the end of the previous contract year are
not subject to any surrender charge. Partial surrenders in any contract year in
excess of 10% of the cash surrender value of your contract as of the end of the
previous contract year will be subject to that percentage of the total surrender
charges that is equal to the percentage of cash surrender value withdrawn minus
10%.

For example, assume a contract which now has, and at the end of the previous
contract year had, an accumulation value of $11,100 and a surrender charge of
$1,100. The cash surrender value of the contract is therefore $10,000. If you
decide to withdraw 25% of such cash surrender value ($2,500), we will impose a
charge equal to 15% (25% minus 10%) of the total surrender charge (.15 x $1,100
= $165) and reduce your accumulation value by that amount.

Contingent Deferred Sales Charge. The contingent deferred sales charge for your
initial contract is 50% of premiums paid in the first 10 years up to the maximum
shown on the contract specification page. The contingent deferred sales charge
takes effect only if your contract lapses or you surrender your contract, in
whole or in part, or decrease your stated amount, during the first 20 contract
years following the issue date or the date of any increase.

The contingent deferred sales charge for an increase is 50% of premiums
allocated to such increase in the first 10 years. (See "Death Benefits - Changes
in Stated Amount" at page 18.)

We grade-off the contingent deferred sales charge over the 20 year period to
which it applies. The table below shows the percentage of the total of such
charge that we intend to impose on surrenders, lapses, decreases and certain
partial surrenders in each year such charge applies.

<TABLE>
<CAPTION>
                  YEAR                              PERCENTAGE OF TOTAL CHARGE
                  ----                              --------------------------
<S>                                                           <C>

                    1                                          100%
                    2                                          100%
                    3                                          100%
                    4                                          100%
                    5                                          100%
                    6                                          100%
                    7                                          100%
                    8                                          100%
                    9                                          100%
                   10                                          100%
                   11                                           90%
                   12                                           80%
                   13                                           70%
                   14                                           60%
                   15                                           50%
                   16                                           40%
                   17                                           30%
                   18                                           20%
                   19                                           10%
                   20                                           0%
</TABLE>



                                       28
<PAGE>   31
Contingent Deferred Insurance Underwriting Charge. The contingent deferred
insurance underwriting charge varies with age at issue or increase and is
expressed as an amount per thousand dollars of your stated amount and therefore
varies with the size of your contract as well. Such variation is limited,
however, in that such charge only applies to the first $500,000 of your stated
amount. The charges per thousand dollars of stated amount and the maximum
charges by virtue of the $500,000 cap are set forth in the following table:


<TABLE>
<CAPTION>
         AGE AT ISSUE                                                    61 AND
         OR INCREASE          0-40         41-50          51-60          OVER
         ------------         ----         -----          -----          ------
<S>                    <C>             <C>             <C>             <C>
                                                               
Charge per              $    3.00       $    4.00       $    5.00       $    6.00
$1.000 of              
Stated Amount          
Maximum                 $   1,500       $   2,000       $   2,500       $   3,000
</TABLE>

We grade-off the contingent deferred insurance underwriting charge in accordance
with the following table. The table shows the percentage to total such charge we
intend to impose on surrenders, lapses, decreases and certain partial surrenders
in each year such charge applies.

<TABLE>
<CAPTION>
            YEAR                                PERCENTAGE OF TOTAL CHARGE
            ----                                --------------------------
<S>                                                       <C>

              1                                            100%
              2                                            100%
              3                                            100%
              4                                            100%
              5                                             80%
              6                                             60%
              7                                             40%
              8                                             20%
</TABLE>


The contingent deferred insurance underwriting charge is intended to compensate
us for certain insurance underwriting costs, including the selection and
classification of risks and processing medical evidence of insurability.

SERVICE CHARGES

A charge that is currently $3 and is guaranteed not to exceed $15 will be
imposed on each transfer of accumulation values among the subaccounts of the
variable account and the general account. Currently, the Company is not
assessing this charge on the first four transfers made in any contract year. For
partial surrenders, a service fee will be charged equal to the lesser of $25 or
2% of the amount surrendered. A fee, not to exceed $100, is charged for any
illustration of benefits and values that you may request after the issue date.
All such fees are no greater than anticipated expenses in providing such
services.

OTHER CHARGES

   
We also reserve the right to charge the assets of each subaccount and the
general account to provide for any taxes that may become payable by us in
respect of such assets. Under current law, no such taxes are anticipated. In
addition, the Fund pays certain expenses that affect the value of your
contract. The principal expenses at the Fund level are an investment advisory
fee and Fund operating expenses. The investment advisory fee for the Equity,
Bond, Omni and Social Awareness Portfolios is at the annual rate of 0.60% of
the first $100 million of average daily net assets of each of those portfolios,
0.50% of the next $150 million, 0.45% of the next $250 million, 0.40% of the
next $500 million, 0.30% of the next $1 billion, and 0.25% of all portfolio
assets in excess of $2 billion. For the Money Market Portfolio, the fee is
0.30% of the first $100 million of average daily net assets, 0.25% of the next
$150 million, 0.23% of the next $250 million, 0.20% of the next $500 million,
and 0.15% of all assets in excess of $1 billion. Presently, with respect
to the Money Market Portfolio, the Adviser is waiving any of its fee in excess
of 0.25%. For the International and Global Contrarian Portfolios, the fee is
0.90% of each portfolio's average daily net assets, of which 0.75% is paid by
the Adviser to SGAM. For the Capital Appreciation, Small Cap, and Aggressive
Growth Portfolios, the fee is 0.80% of the average daily net assets of each of
those portfolios. The Adviser then pays TRPA a fee at an annual rate of
    


                                       29
<PAGE>   32
   
0.70% of the first $5 million and 0.50% of average daily net assets value in
excess of $5 million for the Capital Appreciation Portfolio. The Adviser pays
FAM a fee at an annual rate of 0.65% of the first $75 million, 0.60% of the next
$75 million, and 0.55% of average daily net asset value in excess of $150
million for the Small Cap Portfolio. The Adviser pays SCM a fee at an annual
rate of 0.70% of the first $50 million and 0.50% of average daily net asset
value in excess of $50 million for the Aggressive Growth Portfolio. For the Core
Growth Portfolio, the fee is 0.95% of the first $150 million of average daily
net assets and 0.80% of all assets in excess of $150 million. The Adviser then
pays PBA a fee at an annual rate of 0.75% of the first $50 million, 0.70% of the
next $100 million and 0.50% of average daily net assets in excess of $150
million for the Core Growth Portfolio. For the Growth & Income Portfolio, the
fee is 0.85% of the first $200 million of average daily net assets and 0.80% of
all assets in excess of $200 million. The Adviser then pays RSIM a fee at an
annual rate of 0.60% of the first $100 million, 0.55% of the next $100 million
and 0.50% of average daily net assets in excess of $200 million for the Growth &
Income Portfolio. For the S&P 500 Index Portfolio, the fee is 0.40% of the first
$100 million of average daily net assets, 0.35% of the next $150 million, and
0.33% of all assets in excess of $250 million. For the Emerging Markets Fund,
its investment adviser, Montgomery Asset Management, L.P., is paid a fee at the
annual rate of 1.25% of the first $250 million of average daily net assets and
1.00% of all assets of the Emerging Markets Fund in excess of $250 million.
Presently, its invesment advisor is waiving any of the Emerging Markets Fund's
fee in excess of 0.23%. The Fund operating expenses are 0.19% for the Equity,
Money Market, Bond and Omni Portfolios, 0.25% for the International Portfolio,
0.17% for the Capital Appreciation Portfolio, 0.16% for the Small Cap Portfolio,
0.39% for the Global Contrarion Portfolio, 0.21% for the Aggressive Growth
Portfolio and 1.22% for the Emerging Markets Fund. The Fund operating expenses
are estimated to be 0.60% for the Core Growth Portfolio, 0.55% for the Growth
& Income Portfolio, 0.20% for the S & P 500 Index Portfolio and 0.25% for the
Social Awareness Portfolio. (See the accompanying prospectuses of the Fund and  
the Emerging Markets Fund for a full description of all their expenses and
fees.)
    

                               GENERAL PROVISIONS

VOTING RIGHTS

We will vote the Fund shares held in the various subaccounts of the variable
account at shareholder meetings of the Fund (or of the Emerging Markets Fund) in
accordance with your instructions. If, however, the 1940 Act or any regulation
thereunder should change and we determine that it is permissible to vote the
Fund shares in our own right, we may elect to do so. The number of votes as to
which you have the right to instruct will be determined by dividing your
contract's accumulation value in a subaccount by the net asset value per share
of the corresponding Fund portfolio. Fractional shares will be counted. The
number of votes as to which you have the right to instruct will be determined as
of the date coincident with the date established by the Fund for determining
shareholders eligible to vote at the meeting of the Fund. Voting instructions
will be solicited in writing prior to such meeting in accordance with procedures
established by the Fund. We will vote Fund shares attributable to contracts as
to which no instructions are received, and any Fund shares held by the variable
account which are not attributable to contracts, in proportion to the voting
instructions which are received with respect to contracts participating in the
variable account. Each person having a voting interest will receive proxy
material, reports and other material relating to the Fund.

Similarly, we will vote Fund shares held by variable annuity separate accounts
in accordance with instructions received from annuity owners. Fund shares owned
by Ohio National Life that are held by such variable annuity separate accounts
will be voted in proportion to the voting instructions received from
contractowners.

We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that shares be voted so as to
cause a change in subclassification or investment objective of the Fund or
disapprove an investment advisory contract of the Fund. In addition, we may
disregard voting instructions in favor of changes initiated by a contractowner
in the investment policy or the investment adviser of the Fund if we reasonably
disapprove of such changes. A change would be disapproved only if the proposed
change is contrary to state law or prohibited by state regulatory authorities or
we determined that the change would be inconsistent with the investment
objectives of the variable account or would result in the purchase of securities
for the variable account which vary from the general quality and nature of
investments and investment techniques utilized by other separate accounts
created by us or any of our affiliates which have similar investment objectives.
In the event that we disregard voting instructions, a summary of that action and
the reason for such action will be included in your next semi-annual report.


                                       30
<PAGE>   33
ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS

We reserve the right, subject to compliance with applicable law, to make
additions to, deletions from or substitutions for the shares held by any
subaccount or which any subaccount may purchase. If shares of the Fund or
Emerging Markets Fund should no longer be available for investment or if, in the
judgment of management, further investment in shares of the Fund or the Emerging
Markets Fund would be inappropriate in view of the purposes of the contract, we
may substitute shares of any other investment company for shares already
purchased, or to be purchased in the future. No substitution of securities will
take place without notice to and the consent of contractowners and without prior
approval of the Commission, all to the extent required by the 1940 Act. In
addition, the investment policy of the variable account will not be changed
without the approval of the Ohio Superintendent of Insurance and such approval
will be on file with the state insurance regulator of the state where your
contract was delivered.

Each class of Fund shares is subject to certain investment restrictions which
may not be changed without the approval of the majority of such shares. For
details concerning such restrictions, see the accompanying prospectus for the
Fund and the Emerging Markets Fund.

ANNUAL REPORT

Each year we will send you a report which shows the current accumulation value,
the cash surrender value, the stated amount, any contract indebtedness, any
partial withdrawals since the date of the last report, investment experience
credited since the last report, premiums paid and all charges imposed since the
last annual report. We will also send you all reports required by the 1940 Act.

We will also make available a projection report. This report will be based on
planned premiums, guaranteed cost of insurance and guaranteed interest, if any.
It will show the accumulation value of your contract one year from the date of
the report. Although there is generally no charge, we may charge a fee of not
more than $100 for this report and if you ask for more than one annual report.

LIMITATION ON RIGHT TO CONTEST

We will not contest the insurance coverage provided under the contract, except
for any subsequent increase in stated amount, after the contract has been in
force during your lifetime for a period of two years from the contract date.
This provision does not apply to any rider which grants disability or accidental
death benefits. Any increase in the stated amount will not be contested after
such increase has been in force during your lifetime for two years following the
effective date of the increase. Any increase will be contestable within the two
year period only with regard to statements concerning the increase.

MISSTATEMENTS

If the age or sex of the insured has been misstated in an application, including
a reinstatement application, the amount payable under the contract by reason of
the death of the insured will be 1.0032737 multiplied by the sum of (i) and (ii)
where:

     (i)  is the accumulation value on the date of death; and

     (ii) is the death benefit, less the accumulation value on the date of
          death, multiplied by the ratio of (a) the cost of insurance actually
          deducted at the beginning of the contract month in which the death
          occurs to (b) the cost of insurance that should have been deducted at
          the insured's true age or sex.


                                       31
<PAGE>   34
SUICIDE

The contract does not cover the risk of suicide or self-destruction within two
years from the contract date or two years from the date of any increase in
stated amount with respect to such increase, whether the insured is sane or
insane. In the event of suicide within two years of the contract date, we will
refund premiums paid, without interest, less any contract indebtedness and less
any partial surrender. In the event of suicide within two years of an increase
in stated amount, we will refund any premiums allocated to the increase, without
interest, less a deduction for a share of any contract indebtedness outstanding
and any partial surrenders made since the increase. The share of indebtedness
and partial surrenders so deducted will be determined by dividing the total face
amount at the time of death by the face amount of the increase.

BENEFICIARIES

The primary and contingent beneficiaries are designated by the contractowner on
the application. If changed, the primary beneficiary or contingent beneficiary
is as shown in the latest change filed with us. If more than one beneficiary
survives the insured, the proceeds of the contract will be paid in equal shares
to the survivors in the appropriate beneficiary class unless requested otherwise
by the contractowner.

POSTPONEMENT OF PAYMENTS

Payment of any amount upon a complete or partial surrender, a contract loan, or
benefits payable at death or maturity may be postponed whenever: (i) the New
York Stock Exchange is closed other than customary week-end and holiday
closings, or trading on the Exchange is restricted as determined by the
Commission; (ii) the Commission by order permits postponement for the protection
of contractowners; or (iii) an emergency exists, as determined by the
Commission, as a result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to determine the value of the
variable account's net assets. The Company may also withhold payment of any
increased accumulation value or loan value resulting from a recent premium
payment until your premium check has cleared. This could take up to 15 days
after we receive your check.

ASSIGNMENT

The contract may be assigned as collateral security. We must be notified in
writing if the contract has been assigned. Each assignment will be subject to
any payments made or action taken by us prior to our notification of such
assignment. We are not responsible for the validity of an assignment. The
contractowner's rights and the rights of the beneficiary may be affected by an
assignment.

NON-PARTICIPATING CONTRACT

The contract does not share in our surplus distributions. No dividends are
payable with respect to the contract.

                               THE GENERAL ACCOUNT

By virtue of exclusionary provisions, interests in the general account have not
been registered under the Securities Act of 1933 and the general account has not
been registered as an investment company under the 1940 Act. Accordingly,
neither the general account nor any interests therein are subject to the
provisions of these Acts.

GENERAL DESCRIPTION

The general account consists of all assets owned by us other than those in the
variable account and any other separate accounts we may establish. Subject to
applicable law, we have sole discretion over the investment of the assets of the
general account.


                                       32
<PAGE>   35
You may elect to allocate net premiums to the general account or to transfer
accumulation value to the general account from the subaccounts of the variable
account. The allocation or transfer of funds to the general account does not
entitle a contractowner to share in the investment experience of the general
account. Instead, we guarantee that your accumulation value in the general
account will accrue interest daily at an effective annual rate of at least 4%,
without regard to the actual investment experience of the general account.
Consequently, if you pay the planned premiums, allocate all net premiums only to
the general account and make no transfers, partial surrenders, or contract
loans, the minimum amount and duration of your death benefit will be
determinable and guaranteed. Transfers from the general account to the variable
account are partially restricted and allocation of substantial sums to the
general account reduces the flexibility of the contract. (See "Premiums - 
Transfers" at page 24.)

ACCUMULATION VALUE

The accumulation value in the general account on the later of the issue date or
the day we receive your initial premium is equal to the portion of the net
premium allocated to the general account, less a pro rata portion of the first
monthly deduction.

Thereafter, until the maturity date, we guarantee that the accumulation value in
the general account will not be less than the amount of the net premiums
allocated or accumulation value transferred to the general account, plus
interest at the rate of 4% per year, plus any excess interest which we credit,
less the sum of all charges and interest thereon allocable to the general
account and any amounts deducted from the general account in connection with
partial surrenders and interest thereon or transfers to the variable account.

We guarantee that interest credited to your accumulation value in the general
account will not be less than an effective annual rate of 4% per year. We may,
at our sole discretion, credit a higher rate of interest, although we are not
obligated to do so. The contractowner assumes the risk that interest credited
may not exceed the guaranteed minimum rate of 4% per year. The accumulation
value in the general account will be calculated on each valuation date.

OPTIONAL INSURANCE BENEFITS

Subject to certain requirements, one or more optional insurance benefits may be
added to your contract, including riders providing additional term insurance,
spouse/additional insured term insurance, family plan/children insurance, a
guaranteed purchase option, accidental death, waiver of premium, preferred loan,
continuation of coverage, and accelerated death benefit. More detailed
information concerning such riders may be obtained from your agent. The cost of
any optional insurance benefits will be deducted as part of the monthly
deduction. (See "Charges and Deductions - Monthly Deduction" at page 27.)

SETTLEMENT OPTIONS

In addition to a lump sum payment of benefits under the contract (see "Death
Benefits" at page 15), any proceeds may be paid in any of the five methods
described in your contract. For more details, contact your agent. A settlement
option may be designated by notifying us in writing at our home office. Any
amount left with us for payment under a settlement option will be transferred to
the general account. During the life of the insured, the contractowner may
select a settlement option. If a settlement option has not been chosen at the
insured's death, the beneficiary may choose one. If a beneficiary is changed,
the settlement option selection will no longer be in effect unless the
contractowner requests that it continue. A settlement option may be elected only
if the amount of the proceeds is $5,000 or more. We reserve the right to change
the interval of payments if necessary to increase the payments to at least $25
each.


                                       33
<PAGE>   36
                          DISTRIBUTION OF THE CONTRACT

The contract is sold by individuals who, in addition to being licensed as life
insurance agents, are also registered representatives (a) of The O.N. Equity
Sales Company ("ONESCO"), a wholly-owned subsidiary of Ohio National Life, or
(b) of other broker-dealers that have entered into distribution agreements with
the principal underwriter of the contracts. ONESCO and the other broker-dealers
are responsible for supervising and controlling the conduct of their registered
representatives in connection with the offer and sale of the contract. ONESCO
and the other broker-dealers are registered with the Commission under the
Securities Exchange Act of 1934 and are members of the National Association of
Securities Dealers, Inc.

At the date of this prospectus, ONESCO was the principal underwriter of the
contracts. However, pending receipt of necessary regulatory approvals, Ohio
National Equities, Inc., a new wholly-owned subsidiary of Ohio National Life,
will become the principal underwriter. The Company, pursuant to a distribution
and service agreement with the principal underwriter, reimburses the principal
underwriter for any expenses incurred by it in connection with the distribution
of the contracts. At the end of each calendar quarter, the principal underwriter
pays the Company an amount equal to one-sixteenth of one percent of the average
daily amount of assets of the contract maintained in the Fund during that
quarter. This agreement may be terminated at any time by either party on 60
days' written notice.


                            MANAGEMENT OF THE COMPANY

   
<TABLE>
<CAPTION>
OFFICERS AND DIRECTORS

                                  RELATIONSHIP                          PRINCIPAL OCCUPATION
NAME                              WITH COMPANY                          AND BUSINESS ADDRESS
- ----                              ------------                          --------------------
<S>                               <C>                                   <C>
Howard C. Becker                  Senior Vice President, Individual     The Ohio National Life
                                  Insurance and Corporate Services      Insurance Company*

Ronald L. Benedict                Secretary                             The Ohio National Life
                                                                        Insurance Company*

Roylene M. Broadwell              Vice President and Treasurer          The Ohio National Life
                                                                        Insurance Company*
                                                                       
Michael A.  Boedeker              Vice President, Fixed Income          The Ohio National Life
                                  Securities                            Insurance Company*
                                                                       
Joseph P. Brom                    Director and Senior Vice President    The Ohio National Life
                                  & Chief Investment Officer            Insurance Company*
                                                                        
                                                                       
David W. Cook                     Senior Vice President and Actuary     The Ohio National Life
                                                                        Insurance Company*
                                                                       
Robert M.   DiTommaso             Vice President, Career Marketing      The Ohio National Life
                                                                        Insurance Company*
                                                                       
Ronald J.  Dolan                  Director and Senior Vice President    The Ohio National Life
                                  & Chief Financial Officer             Insurance Company*

John A. Houser III                Vice-President, Claims                The Ohio National Life
                                                                        Insurance Company*

David B.  O'Maley                 Director and Chairman,                The Ohio National Life
                                  President & Chief Executive Officer   Insurance Company*

John J. Palmer                    Director and Senior Vice President,   The Ohio National Life
                                  Strategic Initiatives                 Insurance Company*
                       
George B.  Pearson                Vice President, PGA Marketing         The Ohio National Life
                                                                        Insurance Company*
                                                                       
Dallas L.  Pennington             Vice President, Information           The Ohio National Life
                                  Systems                               Insurance Company*
                                                                       
D.  Gates Smith                   Senior Vice President, Sales          The Ohio National Life
                                                                        Insurance Company*
                                                                       
Michael D.  Stohler               Vice President, Mortgages &           The Ohio National Life
                                  Real Estate                           Insurance Company*
                                                                       
Stuart G.  Summers                Director and Senior Vice President    The Ohio National Life
                                  and General Counsel                   Insurance Company*
                                                                       
</TABLE>
    
                      
                                                                      
*Principal Business Address is:
  One Financial Way
  Cincinnati, Ohio 45242

The officers, directors and employees of the Company who have access to the
assets of the variable account are covered by fidelity bonds issued by United
States Fidelity & Guaranty Company in the aggregate amount of $3,000,000.


                                       34
<PAGE>   37
                                    CUSTODIAN

Pursuant to a written agreement, Star Bank, NA, 425 Walnut Street, Cincinnati,
Ohio, serves as custodian of the assets of the variable account. The fee of the
custodian for services rendered to the variable account is paid by the Company.
The custodian also provides valuation and certain recordkeeping services to the
variable account, which include, without limitation, maintaining a record of all
purchases, redemptions and distributions relating to Fund shares, the amounts
thereof and the number of shares from time to time standing to the credit of the
variable account.

                         STATE REGULATION OF THE COMPANY

The Company is organized under the laws of the State of Ohio and is subject to
regulation by the Superintendent of Insurance of Ohio. An annual statement is
filed with the Superintendent on or before March 1 of each year covering the
operations and reporting on the financial condition of the Company as of
December 31 of the preceding year. Periodically, the Superintendent examines the
assets and liabilities of the Company and of the variable account and verifies
their adequacy. A full examination of the Company's operations is conducted by
the National Association of Insurance Commissioners at least every five years.

In addition, the Company is subject to the insurance laws and regulations of
other states in which it is licensed to operate. Generally, the insurance
department of any other state applies the laws of the state of domicile in
determining permissible investments.

                               FEDERAL TAX MATTERS

The following description is a brief summary of some of the Code provisions
which, in the Company's opinion, are currently in effect. This summary does not
purport to be complete or to cover all situations, including the possible tax
consequences of changes in ownership. Counsel and other competent tax advisers
should be consulted for more complete information. Tax laws can change, even
with respect to contracts that have already been issued. Tax law revisions, with
unfavorable consequences to contracts offered by this prospectus, could have
retroactive effect on previously issued contracts or on subsequent voluntary
transactions in previously issued contracts.

CONTRACT PROCEEDS

The contract contains provisions not found in traditional life insurance
contracts providing only for fixed benefits. However, under the Code, as amended
by the Tax Reform Act of 1984, the contract should qualify as a life insurance
contract for federal income tax purposes as long as certain conditions are met.
Consequently, the proceeds of the contract payable to the beneficiary on the
death of the insured will generally be excluded from the beneficiary's income
for purposes of the federal income tax.

Current tax rules and penalties on distributions from life insurance contracts
apply to any life insurance contract issued or materially changed on or after
June 21, 1988 that is funded more heavily (faster) than a traditional whole life
plan designed to be paid-up after the payment of level annual premiums over a
seven-year period. Thus, for such a contract (called a "modified endowment
contract" in the Code), any distribution, including surrenders, partial
surrenders, maturity proceeds, and loans secured by the contract, during the
insured's lifetime (but not payments received as an annuity or as a death
benefit) would be included in the contractowner's gross income to the extent
that the contract's cash surrender value exceeds the owner's investment in the
contract. In addition, a ten percent penalty tax applies to any such
distribution from such a contract, to the extent includible in gross income,
except if made (i) after the taxpayer's attaining age 59-1/2, (ii) as a result
of his or her disability or (iii) in one of several prescribed forms of annuity
payments.


                                       35
<PAGE>   38
Loans received under the contract will be construed as indebtedness of the
contractowner in the same manner as loans under a fixed benefit life insurance
policy and no part of any loan under the contract is expected to constitute
income to the contractowner. Interest payable with respect to such loans is not
tax deductible. If the contract is surrendered or lapsed, any policy loan then
in effect is treated as taxable income to the extent that the contract's
accumulation value (including the loan amount) then exceeds your "basis" in the
contract. (Your "basis" equals the total amount of premiums that were paid into
the contract less any withdrawals from the contract.)

Federal estate and local estate, inheritance and other tax consequences of
contract ownership or receipt of contract proceeds depend upon the circumstances
of each contractowner and beneficiary.

CORRECTION OF MODIFIED ENDOWMENT CONTRACT

If you have made premium payments in excess of the amount that would be
permitted without your contract being treated as a modified endowment contract
under the Code, you may, upon timely written request, prevent that tax treatment
by receiving a refund, without deduction of any charges, of the excess premium
paid, plus interest thereon at the rate of 6% per year. Under the Code, such a
corrective action must be completed by no later than 60 days after the end of
the year following the date the contract became a modified endowment contract.

RIGHT TO CHARGE FOR COMPANY TAXES

The Company is presently taxed as a life insurance company under the provisions
of the Code. The Tax Reform Act of 1984 specifically provides for adjustments in
reserves for flexible premium policies, and we will reflect flexible premium
life insurance operations in our tax return in accordance with such Act.

Currently, no charge is assessed against the variable account for the Company's
federal taxes, or provision made for such taxes, that may be attributable to the
variable account. However, we may in the future charge each subaccount of the
variable account for its portion of any tax charged to us in respect of such
subaccount or its assets. Under present law, we may incur state and local taxes
(in addition to premium taxes) in several states. At present, these taxes are
not significant. If they increase, however, we may decide to assess charges for
such taxes, or make provision for such taxes, against the variable account. Any
such charges against the variable account or its subaccounts could have an
adverse effect on the investment performance of such subaccounts.

                             EMPLOYEE BENEFIT PLANS

Employers and employee organizations should consider, in consultation with
counsel, the impact of Title VII of the Civil Rights Act of 1964 on the purchase
of a contract in connection with an employment-related insurance or benefit
plan. The United States Supreme Court held, in a 1983 decision, that, under
Title VII, optional annuity benefits under a deferred compensation plan could
not vary on the basis of sex.

                                LEGAL PROCEEDINGS

There are no legal proceedings to which the variable account is a party or to
which the assets of any of the subaccounts thereof are subject. The Company is
not involved in any litigation that is of material importance in relation to its
total assets or that relates to the variable account.

                                  LEGAL MATTERS

Jones & Blouch, L.L.P., Washington, D.C., has served as special counsel with
regard to legal matters relating to federal securities laws applicable to the
issuance of the flexible premium variable life insurance contract described in
this prospectus. All matters of Ohio law pertaining to the contract including
the validity of the contract and the Company's right to issue the contract under
the Insurance Law of the State of Ohio have been passed upon by Ronald L.
Benedict, Second Vice President and Counsel of Ohio National Life.


                                       36
<PAGE>   39
                                     EXPERTS

   
The financial statements of Variable Account R as of December 31, 1996 and for  
each of the periods indicated herein and the financial statements of the
Company as of December 31, 1996 and for the year then ended included in this
prospectus have been included herein in reliance upon the reports of KMPG
Peat Marwick LLP, independent certified public accountants, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting
and auditing. 
    


Actuarial matters included in this prospectus have been examined by David W.
Cook, FSA, MAAA, as stated in the opinion filed as an exhibit to the
registration statement. 

                             REGISTRATION STATEMENT

A registration statement has been filed with the Commission under the Securities
Act of 1933, as amended, with respect to the contract offered hereby. This
prospectus does not contain all the information set forth in the registration
statement. Reference is made to such registration statement for further
information concerning the variable account, the Company and the contract
offered hereby. Statements contained in this prospectus as to the contents of
the contract and other legal instruments are summaries. For a complete statement
of the terms thereof, reference is made to such instruments as filed.

                              FINANCIAL STATEMENTS

The financial statements of the Company which are included in this prospectus
should be considered only as bearing on the ability of the Company to meet its
obligations under the contract. They should not be considered as bearing on the
investment performance of the assets held in the variable account.

                        OHIO NATIONAL VARIABLE ACCOUNT R
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
       Ohio National Life Assurance Corporation
The Contract Owners
       Ohio National Variable Account R

   
We have audited the accompanying statements of assets and contract owner's
equity of Ohio National Variable Account R as of December 31, 1996, and the
related statement of operations, changes in contract owners' equity and
schedules of changes in unit values for each of the periods indicated herein.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits. 

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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, 1996, by examination of the
underlying mutual fund. 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
R at December 31, 1996, and the results of its operations, changes in
contractowners' equity and changes in unit values for each of the periods
indicated herein, in conformity with generally accepted accounting principles.
    

                                                          KPMG Peat Marwick LLP

   
Cincinnati, Ohio
January 28, 1997
    


                                       37
<PAGE>   40
   
    
<TABLE>
<CAPTION>

                                         MONEY                                  INTER-       CAPITAL       SMALL        GLOBAL
                           EQUITY        MARKET        BOND         OMNI       NATIONAL      APPREC.        CAP         CONTR.
                         SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                         ----------    ----------   ----------   ----------   ----------   ----------   ----------    ----------
<S>                      <C>           <C>          <C>          <C>          <C>          <C>          <C>           <C>
Assets - Investments
at market value
(note 2)                 $21,667,118   $1,077,211    $730,468    $7,161,453   $12,783,538  $2,807,236   $4,165,072    $1,040,267
                         ===========   ==========    ========    ==========   ===========  ==========   ==========    ==========

Contract owners'
equity:
   Contracts in
   accumulation
   period (note 3)       $21,667,118   $1,077,211    $730,468    $7,161,453   $12,783,538  $2,807,236   $4,165,072    $1,040,267
                         ===========   ==========    ========    ==========   ===========  ==========   ==========    ==========
</TABLE>

<TABLE>
<CAPTION>
                          AGGRESS.
                          GROWTH
                         SUBACCOUNT
                         ----------
<S>                      <C>
Assets - Investments
at market value
(note 2)                 $1,726,877
                         ==========

Contract owners'
equity:
   Contracts in
   accumulation
   period (note 3)       $1,726,877
                         ==========
</TABLE>



   The accompanying notes are an integral part of these financial statements.
<PAGE>   41
OHIO NATIONAL VARIABLE ACCOUNT R           FOR THE THREE YEARS ENDED DECEMBER 31
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY


<TABLE>
<CAPTION>
                                                         EQUITY                                 MONEY MARKET
                                                       SUBACCOUNT                                SUBACCOUNT
                                           1996           1995          1994           1996         1995          1994
                                           ----------------------------------------    -------------------------------------
<S>                                        <C>            <C>           <C>            <C>          <C>           <C>
Investment activity:
   Reinvested capital gains
     and dividends .................       $   766,090    $   377,916   $   312,185    $   39,652   $   24,454    $   14,204
   Risk and administrative
     expense (note 4) ..............          (143,826)       (99,621)      (74,431)       (7,545)      (3,384)       (2,923)
                                           -----------    -----------   -----------    ----------   ----------    ----------
       Net investment activity .....           622,264        278,295       237,754        32,107       21,070        11,281
                                           -----------    -----------   -----------    ----------   ----------    ----------

   Realized and unrealized gain
     (loss) on investments:
       Realized gain (loss) ........           160,116        137,099        76,820        (6,138)         140             0
       Unrealized gain (loss) ......         2,231,504      2,656,620      (358,845)            0            0             0
                                           -----------    -----------   -----------    ----------   ----------    ----------
         Net gain (loss) on
           investments .............         2,391,620      2,793,719      (282,025)       (6,138)         140             0
                                           -----------    -----------   -----------    ----------   ----------    ----------
          Net increase (decrease) in
            contract owners' equity
            from operations ........         3,013,884      3,072,014       (44,271)       25,969       21,210        11,281
                                           -----------    -----------   -----------    ----------   ----------    ----------

Equity transactions:
   Sales:
     Contract purchase payments ....         4,490,453      3,786,276     3,311,520     4,328,290    2,749,849     3,427,468
     Transfers from fixed and
       other subaccounts ...........         1,268,910      1,036,068     1,199,000       544,044      478,053       588,864
                                           -----------    -----------   -----------    ----------   ----------    ----------
                                             5,759,363      4,822,344     4,510,520     4,872,334    3,227,902     4,016,332
                                           -----------    -----------   -----------    ----------   ----------    ----------
   Redemptions:
     Withdrawals and surrenders ....           328,631        325,573       246,089         5,529       24,538         2,746
     Transfers to fixed and
       other subaccounts ...........         1,294,677      1,127,609     1,309,525     4,313,747    2,921,107     3,962,531
     Cost of insurance and
       administrative fee (note 5)..         1,519,968      1,261,061     1,039,221       173,031      119,220       124,019
                                           -----------    -----------   -----------    ----------   ----------    ----------
                                             3,143,276      2,714,243     2,594,835     4,492,307    3,064,865     4,089,296
                                           -----------    -----------   -----------    ----------   ----------    ----------

         Net equity transactions ...         2,616,087      2,108,101     1,915,685       380,027      163,037       (72,964)
                                           -----------    -----------   -----------    ----------   ----------    ----------
          Net change in contract
            owners' equity .........         5,629,971      5,180,115     1,871,414       405,996      184,247       (61,683)
Contract owners' equity:
   Beginning of period .............        16,037,147     10,857,032     8,985,618       671,215      486,968       548,651
                                           -----------    -----------   -----------    ----------   ----------    ----------
   End of period ...................       $21,667,118    $16,037,147   $10,857,032    $1,077,211   $  671,215    $  486,968
                                           ===========    ===========   ===========    ==========   ==========    ==========

<CAPTION>
                                                        BOND                                 OMNI
                                                     SUBACCOUNT                           SUBACCOUNT
                                           1996         1995       1994        1996          1995           1994
                                           --------------------------------    -------------------------------------
<S>                                        <C>         <C>         <C>         <C>           <C>          <C>
Investment activity:
   Reinvested capital gains
     and dividends .................       $ 38,549    $ 19,903    $ 18,388    $  261,058    $  122,957   $  118,097
   Risk and administrative
     expense (note 4) ..............         (4,242)     (2,892)     (1,792)      (45,484)      (33,258)     (21,835)
                                           --------    --------    --------    ----------    ----------   ----------
       Net investment activity .....         34,307      17,011      16,596       215,574        89,699       96,262
                                           --------    --------    --------    ----------    ----------   ----------

   Realized and unrealized gain
     (loss) on investments:
       Realized gain (loss) ........            743         (78)     (1,030)       48,077        31,864       22,179
       Unrealized gain (loss) ......        (13,745)     44,832     (26,390)      578,417       725,434     (155,096)
                                           --------    --------    --------    ----------    ----------   ----------
         Net gain (loss) on
           investments .............        (13,002)     44,754     (27,420)      626,494       757,298     (132,917)
                                           --------    --------    --------    ----------    ----------   ----------
          Net increase (decrease) in
            contract owners' equity
            from operations ........         21,305      61,765     (10,824)      842,068       846,997      (36,655)
                                           --------    --------    --------    ----------    ----------   ----------

Equity transactions:
   Sales:
     Contract purchase payments ....        328,071     146,154     103,680     1,544,190     1,092,988    1,072,401
     Transfers from fixed and
       other subaccounts ...........         87,756     108,837      40,481       583,740       370,752      841,401
                                           --------    --------    --------    ----------    ----------   ----------
                                            415,827     254,991     144,161     2,127,930     1,463,740    1,913,802
                                           --------    --------    --------    ----------    ----------   ----------
   Redemptions:
     Withdrawals and surrenders ....          8,438       5,704      15,725       167,671        67,498       58,256
     Transfers to fixed and
       other subaccounts ...........        162,147      32,704      19,557       299,190       314,014      497,884
     Cost of insurance and
       administrative fee (note 5)..         62,462      41,769      28,012       501,412       381,402      308,606
                                           --------    --------    --------    ----------    ----------   ----------
                                            233,047      80,177      63,294       968,273       762,914      864,746
                                           --------    --------    --------    ----------    ----------   ----------

         Net equity transactions ...        182,780     174,814      80,867     1,159,657       700,826    1,049,056
                                           --------    --------    --------    ----------    ----------   ----------
          Net change in contract
            owners' equity .........        204,085     236,579      70,043     2,001,725     1,547,823    1,012,401
Contract owners' equity:
   Beginning of period .............        526,383     289,804     219,761     5,159,728     3,611,905    2,599,504
                                           --------    --------    --------    ----------    ----------   ----------
   End of period ...................       $730,468    $526,383    $289,804    $7,161,453    $5,159,728   $3,611,905
                                           ========    ========    ========    ==========    ==========   ==========
</TABLE>

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

                                                                     (continued)
<PAGE>   42
OHIO NATIONAL VARIABLE ACCOUNT R           FOR THE THREE YEARS ENDED DECEMBER 31
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY

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

<TABLE>
<CAPTION>
                                                 INTERNATIONAL                            CAPITAL APPRECIATION                 
                                                  SUBACCOUNT                                   SUBACCOUNT                      
                                       1996          1995            1994            1996         1995         1994(a)         
                                       --------------------------------------        ----------------------------------  
<S>                                    <C>           <C>           <C>               <C>          <C>          <C>
Investment activity:
  Reinvested capital gains
   and dividends ...............       $   573,537   $  214,290    $   33,042        $  106,463   $   18,585   $    992        
  Risk and administrative
   expense (note 4) ............           (78,825)     (49,434)      (19,907)          (13,716)      (4,732)       231        
                                       -----------   ----------    ----------        ----------   ----------   --------        
    Net investment activity ....           494,712      164,856        13,135            92,747       13,853      1,223        
                                       -----------   ----------    ----------        ----------   ----------   --------        
  Realized and unrealized gain
   (loss) on investments:
    Realized gain (loss) .......            23,917       26,863         4,970            19,381        2,645        (42)       
    Unrealized gain (loss) .....           752,956      540,676        65,383           172,281       94,813     (1,734)       
                                       -----------   ----------    ----------        ----------   ----------   --------        
     Net gain (loss) on
       investments .............           776,873      567,539        70,353           191,662       97,458     (1,776)       
                                       -----------   ----------    ----------        ----------   ----------   --------        
      Net increase (decrease) in
       contract owners' equity
       from operations .........         1,271,585      732,395        83,488           284,409      111,311       (553)       
                                       -----------   ----------    ----------        ----------   ----------   --------        
Equity transactions:
  Sales:
   Contract purchase payments ..         3,766,785    2,976,009     2,195,400         1,176,050      422,829     42,626        
   Transfers from fixed and
    other subaccounts ..........         1,410,908    1,049,632     2,581,376           709,737      696,659    150,290        
                                       -----------   ----------    ----------        ----------   ----------   --------        
                                         5,177,693    4,025,641     4,776,776         1,885,787    1,119,488    192,916        
                                       -----------   ----------    ----------        ----------   ----------   --------        
  Redemptions:
   Withdrawals and surrenders ..           160,367      135,907        22,335            55,870        4,024      2,847        
   Transfers to fixed and
    other subaccounts ..........           622,081      770,875       388,971           301,791       84,065          0        
   Cost of insurance and
    administrative fee (note 5).         1,009,169      796,919       448,228           244,293       87,472      5,760        
                                       -----------   ----------    ----------        ----------   ----------   --------        
                                         1,791,617    1,703,701       859,534           601,954      175,561      8,607        
                                       -----------   ----------    ----------        ----------   ----------   --------        

     Net equity transactions ...         3,386,076    2,321,940     3,917,242         1,283,833      943,927    184,309        
                                       -----------   ----------    ----------        ----------   ----------   --------        
      Net change in contract
       owners' equity ..........         4,657,661    3,054,335     4,000,730         1,568,242    1,055,238    183,756        
Contract owners' equity:
  Beginning of period ..........         8,125,877    5,071,542     1,070,812         1,238,994      183,756          0        
                                       -----------   ----------    ----------        ----------   ----------   --------        
  End of period ................       $12,783,538   $8,125,877    $5,071,542        $2,807,236   $1,238,994   $183,756        
                                       ===========   ==========    ==========        ==========   ==========   ========        

<CAPTION>

                                                   SMALL CAP                    GLOBAL CONTRARIAN             AGGRESSIVE GROWTH
                                                   SUBACCOUNT                      SUBACCOUNT                    SUBACCOUNT
                                       1996          1995          1994(a)    1996          1995(b)         1996          1995(b)
                                       ------------------------------------   ----------------------        ----------------------  
<S>                                    <C>           <C>           <C>        <C>           <C>             <C>           <C>
Investment activity:
  Reinvested capital gains
   and dividends ...............       $   56,631    $    2,690    $  1,872   $   20,219    $    523        $  158,688    $ 12,789
  Risk and administrative
   expense (note 4) ............          (20,200)       (6,411)         77       (5,154)       (540)           (6,733)       (897)
                                       ----------    ----------    --------   ----------    --------        ----------    --------
    Net investment activity ....           36,431        (3,721)      1,949       15,065         (17)          151,955      11,892
                                       ----------    ----------    --------   ----------    --------        ----------    --------
  Realized and unrealized gain
   (loss) on investments:
    Realized gain (loss) .......            9,714        13,224           3        1,474       1,419              (294)      5,130
    Unrealized gain (loss) .....          414,502       208,534       2,560       43,850       5,122          (114,233)     15,468
                                       ----------    ----------    --------   ----------    --------        ----------    --------
     Net gain (loss) on
       investments .............          424,216       221,758       2,563       45,324       6,541          (114,527)     20,598
                                       ----------    ----------    --------   ----------    --------        ----------    --------
      Net increase (decrease) in
       contract owners' equity
       from operations .........          460,647       218,037       4,512       60,389       6,524            37,428      32,490
                                       ----------    ----------    --------   ----------    --------        ----------    --------
Equity transactions:
  Sales:
   Contract purchase payments ..        1,584,784       632,636      57,962      459,332     106,879           915,114     140,955
   Transfers from fixed and
    other subaccounts ..........        1,168,570       786,952     235,806      403,280     182,691           640,496     336,663
                                       ----------    ----------    --------   ----------    --------        ----------    --------
                                        2,753,354     1,419,588     293,768      862,612     289,570         1,555,610     477,618
                                       ----------    ----------    --------   ----------    --------        ----------    --------
  Redemptions:
   Withdrawals and surrenders ..           80,764         5,965       4,056        3,696      10,420             6,572         307
   Transfers to fixed and
    other subaccounts ..........          258,675       127,447           0       35,452      42,262           120,708      46,146
   Cost of insurance and
    administrative fee (note 5).          383,497       121,558       2,872       75,598      11,400           180,962      21,574
                                       ----------    ----------    --------   ----------    --------        ----------    --------
                                          722,936       254,970       6,928      114,746      64,082           308,242      68,027
                                       ----------    ----------    --------   ----------    --------        ----------    --------

     Net equity transactions ...        2,030,418     1,164,618     286,840      747,866     225,488         1,247,368     409,591
                                       ----------    ----------    --------   ----------    --------        ----------    --------
      Net change in contract
       owners' equity ..........        2,491,065     1,382,655     291,352      808,255     232,012         1,284,796     442,081
Contract owners' equity:
  Beginning of period ..........        1,674,007       291,352           0      232,012           0           442,081           0
                                       ----------    ----------    --------   ----------    --------        ----------    --------
  End of period ................       $4,165,072    $1,674,007    $291,352   $1,040,267    $232,012        $1,726,877    $442,081
                                       ==========    ==========    ========   ==========    ========        ==========    ========
</TABLE>


(a)    Period from May 1, 1994, date of commencement of operations.
(b)    Period from March 31, 1995, date of commencement of operations.

   The accompanying notes are an integral part of these financial statements.
<PAGE>   43
                        OHIO NATIONAL VARIABLE ACCOUNT R
                          NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996

(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    Ohio National Variable Account R (the Account) is a separate account of Ohio
    National Life Assurance Corporation (ONLAC). All obligations arising under
    variable life insurance contracts are general corporate obligations of
    ONLAC. ONLAC is a wholly-owned subsidiary of The Ohio National Life
    Insurance Company. The account has been registered as a unit investment
    trust under the Investment Company Act of 1940.

    Assets of the Account are invested in shares of Ohio National Fund, Inc.
    (the Fund), a diversified open-end management investment company. 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.

    Investments are valued at the net asset value of fund shares held at
    December 31, 1996. Share transactions are recorded on the trade date. Income
    and capital gain distributions are recorded on the ex-dividend date. Net
    realized capital gain or loss is determined on the basis of average cost.

    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 31,1996 the aggregate cost and number of shares of Ohio National
    Fund, Inc. owned by the respective subaccounts were:


<TABLE>
<CAPTION>
                                  MONEY                                 INTER-     CAPITAL      SMALL       AGGRESS.      GLOBAL    
                     EQUITY       MARKET        BOND        OMNI       NATIONAL    APPREC.       CAP         GROWTH       CONTR.    
                   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT  SUBACCOUNT   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
                   ----------   ----------   ----------  ----------   ----------  ----------  ----------   ----------   ----------
<S>                <C>          <C>          <C>         <C>         <C>          <C>         <C>          <C>          <C>       
Aggregate Cost     $15,884,188  $1,077,211   $718,909    $5,713,489  $11,314,374  $2,541,876  $3,539,477    $991,294    $1,825,642
Number of shares       670,829     107,721     68,756       369,185      825,117     217,127     231,046      89,224       172,137
</TABLE>


(3) CONTRACTS IN ACCUMULATION PERIOD

    At December 31, 1996 the accumulation units and value per unit of the 
    respective subaccounts and products were:

<TABLE>
<CAPTION>
                                              ACCUMULATION UNITS     VALUE PER UNIT
                                              ------------------     --------------
<S>                                           <C>                    <C>
    Equity Subaccount.....................       870,345.996            $24.894833
    Money Market Subaccount...............        67,856.926             15.874741
    Bond Subaccount.......................        39,674.270             18.411624
    Omni Subaccount.......................       310,569.918             23.059070
    International Subaccount..............       758,122.320             16.862105
    Capital Appreciation Subaccount.......       201,769.083             13.913113
    Small Cap Subaccount..................       262,417.315             15.871942
    Aggressive Growth Subaccount..........        86,348.703             12.047276
    Global Contrarian Subaccount..........       136,778.509             12.625353
</TABLE>


<PAGE>   44
                        OHIO NATIONAL VARIABLE ACCOUNT R
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1996


(4) RISK AND ADMINISTRATIVE EXPENSE

    Although variable life payments differ according to the investment
    performance of the Accounts, they are not affected by mortality or expense
    experience because ONLAC assumes the expense risk and the mortality risk
    under the contracts. ONLAC charges the Accounts' assets for assuming those
    risks. Such charge will be assessed at a daily rate of 0.0020471% which
    corresponds to an annual rate of 0.75% of the contract value.

(5) CONTRACT CHARGES

    Each premium payment is subject to a premium expense charge. The premium
    expense charge has two components:

    (a) Sales Load. Each contract is subject to a level sales load of all
        premiums paid of 4%.

    (b) State Premium Tax. Premium payments will be subject to the state premium
        tax and any other state or local taxes that currently range from 2% to 
        4%.

    A surrender charge is assessed in connection with all complete surrenders,
    all decreases in stated amount and certain partial surrenders consisting of
    two components: (1) a contingent deferred sales charge, and (2) a contingent
    deferred insurance underwriting charge.

    The contingent deferred sales charge is a percentage of premiums paid in the
    first two contract years. The contingent deferred sales charge percentages
    are scaled by age at issue or increase. The contingent deferred insurance
    underwriting charge varies with age at issue or increase.

    A service charge is imposed on each transfer of cash values among the
    subaccounts. Currently, ONLAC is not assessing this charge on the first four
    transfers made in any contract year. For partial surrenders, a service fee
    is charged.

    ONLAC charges a monthly deduction from the contract value for the cost of
    insurance, a $5.00 record keeping and processing charge, a risk charge of
    $.01 per $1,000 of the stated amount for the risk associated with the death
    benefit guarantee, and the cost of additional insurance benefits provided by
    rider.

(6) FEDERAL INCOME TAXES

    Operations of the Account form part of, and are taxed with, operations of
    ONLAC which is taxed as a life assurance 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 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.

(7) NOTE TO SCHEDULE 1

    Schedule 1 presents the components of the change in the unit values, which
    are the basis for determining contract owners' equity. This schedule is
    presented for each series, as applicable in the following format: 

    -   Beginning unit value

    -   Reinvested capital gains and dividends 

        (This amount reflects the increase in the unit value due to capital gain
        and dividend distributions from the underlying mutual fund.)

    -   Unrealized gain (loss)

        (This amount reflects the increase (decrease) in the unit value
        resulting from the market appreciation (depreciation) of the fund.)

    -   Expenses 

        (This amount reflects the decrease in the unit value due to Risk and
        Administrative Expenses discussed in note 4 to the financial
        statements.)

    -   Ending unit value

    -   Percentage increase (decrease) in unit value.
<PAGE>   45

OHIO NATIONAL VARIABLE ACCOUNT R          FOR THE YEARS ENDED DECEMBER 31, 1996,
SCHEDULES OF CHANGES IN UNIT VALUES                                1995 AND 1994
                                                                      SCHEDULE 1


<TABLE>
<CAPTION>
                                                                      MONEY                                                         
                                                       EQUITY         MARKET           BOND            OMNI          INTERNATIONAL  
                                                     SUBACCOUNT     SUBACCOUNT      SUBACCOUNT      SUBACCOUNT         SUBACCOUNT   
<S>                                                 <C>            <C>             <C>             <C>               <C>       
1996
Beginning unit value............................      21.192465     15.207452        17.886274      20.106689           14.839342   
Reinvested capital gains and dividends..........       0.944670      0.678964         1.097636       0.922004            0.881300   
Realized and unrealized gain (loss).............       2.774986      0.000000        -0.558912       2.046506            1.153558   
Expenses........................................      -0.017288     -0.011675        -0.013374      -0.016129           -0.012095   
Ending unit value...............................      24.894833     15.874741        18.411624      23.059070           16.862105   
Percentage increase in unit value*..............           17.5%          4.4%             2.9%          14.7%               13.6%  

1995
Beginning unit value............................      16.785643     14.507086        15.156742      16.502872           13.336474   
Reinvested capital gains and dividends..........       0.535931      0.711525         0.850369       0.518180            0.453058   
Realized and unrealized gain....................       3.885373      0.000000         1.891702       3.099521            1.060350   
Expenses........................................      -0.014482     -0.011159        -0.012539      -0.013884           -0.010540   
Ending unit value...............................      21.192465     15.207452        17.886274      20.106689           14.839342   
Percentage increase in unit value*..............           26.3%          4.8%            18.0%          21.8%               11.3%  

1994
Beginning unit value............................      16.870045     14.054459        15.879641      16.714665           12.433465   
Reinvested capital gains and dividends..........       0.531001      0.463316         1.153660       0.611008            0.138938   
Realized and unrealized gain (loss).............      -0.602749      0.000000        -1.865057      -0.810420            0.774140   
Expenses........................................      -0.012654     -0.010689        -0.011502      -0.012381           -0.010069   
Ending unit value...............................      16.785643     14.507086        15.156742      16.502872           13.336474   
Percentage increase (decrease) in unit value*...           -0.5%          3.2%            -4.6%          -1.3%                7.3%  
</TABLE>

<TABLE>
<CAPTION>
                                                         CAPITAL         SMALL           GLOBAL             AGGRESSIVE
                                                       APPRECIATION       CAP          CONTRARIAN             GROWTH
                                                        SUBACCOUNT     SUBACCOUNT      SUBACCOUNT           SUBACCOUNT
<S>                                                 <C>               <C>            <C>                   <C>
1996
Beginning unit value............................        12.109778      13.585277       10.828053             12.624042
Reinvested capital gains and dividends..........         0.706680       0.290873        0.333203              1.871400
Realized and unrealized gain (loss).............         1.106415       2.006965        0.894801             -1.860850
Expenses........................................        -0.009760      -0.011173       -0.008781             -0.009239
Ending unit value...............................        13.913113      15.871942       12.047276             12.625353
Percentage increase in unit value*..............             14.9%          16.8%           11.3%                  0.0%

1995
Beginning unit value............................         9.950187      10.290499       10.000000 ***         10.000000 ***
Reinvested capital gains and dividends..........         0.328243       0.037689        0.072802              1.128730
Realized and unrealized gain....................         1.839934       3.266534        0.763238              1.504407
Expenses........................................        -0.008586      -0.009445       -0.007987             -0.009095
Ending unit value...............................        12.109778      13.585277       10.828053             12.624042
Percentage increase in unit value*..............             21.7%          32.0%            8.3%                 26.2%

1994
Beginning unit value............................        10.000000 **   10.000000 **
Reinvested capital gains and dividends..........         0.099737       0.131388
Realized and unrealized gain (loss).............        -0.142056       0.166824
Expenses........................................        -0.007494      -0.007713
Ending unit value...............................         9.950187      10.290499
Percentage increase (decrease) in unit value*...             -0.5%           2.9%
</TABLE>


  *     An annualized rate or return cannot be determined as expenses do not
        include the contract charges discussed in note (5).

 **     Period from September 23, 1994, date of commencement of operations.

***     Period from March 31, 1995, date of commencement of operations.

              See accompanying notes to the financial statements.


<PAGE>   46


   
                          Independent Auditors' Report
                          ----------------------------




The Board of Directors
Ohio National Life Assurance Corporation:


We have audited the accompanying balance sheet of Ohio National Life Assurance
Corporation (the Company) as of December 31, 1996, and the related statements of
income, stockholder's equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit 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 audit provides 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 Life Assurance
Corporation as of December 31, 1996, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.





Cincinnati, Ohio
January 31, 1997
    



<PAGE>   47




                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                                  Balance Sheet

                                December 31, 1996

                                 (000's omitted)

<TABLE>
<CAPTION>

                                     Assets
                                     ------

<S>                                                                          <C>     
Investments (notes 4, 7 and 8):
     Fixed maturities available-for-sale, at fair value                      $436,958
     Fixed maturities held-to-maturity, at amortized cost                      43,248
     Mortgage loans on real estate, net                                       176,703
     Policy loans                                                              34,935
     Short-term investments                                                    16,500
                                                                             --------
               Total investments                                              708,344
Cash                                                                           19,902
Accrued investment income                                                       8,665
Deferred policy acquisition costs                                             113,293
Reinsurance recoverables                                                       76,441
Other assets                                                                    1,575
Assets held in Separate Accounts                                               53,159
                                                                             --------
               Total assets                                                  $981,379
                                                                             ========

                      Liabilities and Stockholder's Equity
                      ------------------------------------
Future policy benefits and claims (note 5)                                   $748,925
Other policyholder funds                                                        2,287
Accrued Federal income tax (note 6):
     Current                                                                      690
     Deferred                                                                   6,999
Other liabilities                                                              17,516
Liabilities related to Separate Accounts                                       53,159
                                                                             --------
               Total liabilities                                              829,576
                                                                             --------
Stockholder's equity (notes 3 and 9):
     Class A common stock; authorized 10,000 shares of $3,000 par value;
        issued and outstanding 3,200 shares                                     9,600
     Additional paid-in capital                                                27,025
     Unrealized gains on securities available-for-sale, net (note 4)            1,293
     Retained earnings                                                        113,885
                                                                             --------
               Total stockholder's equity                                     151,803
                                                                             --------
Commitments and contingencies (notes 11 and 12)
               Total liabilities and stockholder's equity                    $981,379
                                                                             ========

<FN>
See accompanying notes to financial statements.
</TABLE>


<PAGE>   48




                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                               Statement of Income

                          Year ended December 31, 1996

                                 (000's omitted)
<TABLE>
<CAPTION>



Revenues (note 11):
<S>                                                                   <C>      
     Traditional life and accident and health insurance premiums      $  10,589
     Annuity premium and charges                                          3,026
     Universal life and investment product policy charges                42,304
     Net investment income (note 4)                                      56,032
     Other income                                                         1,861
     Net realized gains on investments (note 4)                             168
                                                                      ---------
                                                                        113,980
                                                                      ---------

Benefits and expenses (note 11):
     Benefits and claims                                                 64,181
     Amortization of deferred policy acquisition costs                    7,595
     Other operating costs and expenses                                  14,432
                                                                      ---------
                                                                         86,208
                                                                      ---------
               Income before Federal income tax                          27,772
                                                                      ---------

Federal income tax (note 6):
     Current expense                                                     12,986
     Deferred tax benefit                                                (2,383)
                                                                      ---------
                                                                         10,603
                                                                      ---------
               Net income                                             $  17,169
                                                                      =========

<FN>

See accompanying notes to financial statements.

</TABLE>

<PAGE>   49




                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                        Statement of Stockholder's Equity

                          Year ended December 31, 1996

                                 (000's omitted)

<TABLE>
<CAPTION>


                                                                Unrealized
                                                              gains (losses)
                                                  Additional  on securities                     Total
                                      Capital      paid-in    available-for-      Retained   stockholder's
                                      shares       capital         sale           earnings      equity
                                     ---------   -----------  ---------------- ------------  -------------
<S>                                   <C>          <C>            <C>             <C>           <C>    
Balance, beginning of year            $9,600       27,025         9,558           96,716        142,899
Net income                                 -            -             -           17,169         17,169
Unrealized gains on securities
     available-for-sale, net of
     adjustment to deferred
     policy acquisition costs
     and deferred Federal
     income tax                            -            -        (8,265)               -         (8,265)
                                      ------       ------        ------            ------         ------ 
Balance, end of year                  $9,600       27,025         1,293           113,885        151,803
                                      ======       ======        ======           =======       ========

<FN>

See accompanying notes to financial statements.

</TABLE>


<PAGE>   50



                                  OHIO NATIONAL LIFE ASSURANCE CORPORATION

                                          Statement of Cash Flows

                                        Year ended December 31, 1996

                                              (000's omitted)

<TABLE>
<CAPTION>




Cash flows from operating activities:
<S>                                                                                      <C>      
     Net Income                                                                          $  17,169
     Adjustments to reconcile net income to net cash provided by operating activities:
        Capitalization of deferred policy acquisition costs                                (21,075)
        Amortization of deferred policy acquisition costs                                    8,295
        Amortization and depreciation                                                          853
        Realized gains on invested assets, net                                                (196)
        Decrease in accrued investment income                                                    9
        Increase in other assets                                                            (2,078)
        Increase in policyholder account balances                                            5,664
        Increase in other policyholder funds                                                    95
        Decrease in current Federal income tax payable                                      (9,942)
        Increase in other liabilities                                                        7,223
        Other, net                                                                          (3,049)
                                                                                         ---------
           Net cash provided by operating activities                                         2,968
                                                                                         ---------

Cash flows from investing activities:
     Proceeds from maturity of securities available-for-sale                                25,680
     Proceeds from maturity of fixed maturities held-to-maturity                             4,866
     Proceeds from repayment of mortgage loans on real estate                               23,694
     Proceeds from repayment of policy loans                                                 5,521
     Cost of securities available-for-sale acquired                                        (40,814)
     Cost of fixed maturities held-to-maturity acquired                                     (2,632)
     Cost of mortgage loans on real estate acquired                                        (39,122)
     Policy loans issued and other invested assets acquired                                 (8,506)
                                                                                         ---------
           Net cash used in investing activities                                           (31,313)
                                                                                         ---------

Cash flows from financing activities:
     Increase in universal life and investment product
        account balances                                                                   135,352
     Decrease in universal life and investment product
        account balances                                                                   (87,496)
                                                                                         ---------
           Net cash provided by financing activities                                        47,856
                                                                                         ---------
Net increase in cash and cash equivalents                                                   19,511
Cash and cash equivalents, beginning of year                                                16,891
                                                                                         ---------
Cash and cash equivalents, end of year                                                   $  36,402
                                                                                         =========

<FN>

See accompanying notes to financial statements.

</TABLE>

<PAGE>   51




                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                          Notes to Financial Statements

                                December 31, 1996

                                 (000's omitted)



(1)      Organization and Business Description
         -------------------------------------

         Ohio National Life Assurance Corporation (ONLAC or the Company) is a
              stock life insurance company, wholly-owned by The Ohio National
              Life Insurance Company (ONLIC), a mutual life insurance company.
              ONLAC is a life and health insurer licensed in 47 states, the
              District of Columbia and Puerto Rico. The Company offers term
              life, universal life, disability and annuity products through
              independent agents and other distribution channels and competes
              with 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 financial statements.
              The Company mitigates this risk by offering a wide range of
              product 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 that 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.

              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.
                                 
                                                                     (Continued)

<PAGE>   52

                                        2

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(2)       Summary of Significant Accounting Policies
          ------------------------------------------

          The significant accounting policies followed by the Company that
              materially affect financial reporting are summarized below. The
              accompanying 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
                  -----------------------------------------------------

                  The Company is required to classify its fixed maturity
                      securities and equity securities as either
                      held-to-maturity, available-for-sale or trading. 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 shareholder's equity. The adjustment to
                      deferred policy acquisition costs represents the change in
                      amortization of deferred policy acquisition costs that
                      would have been required as a charge or credit to
                      operations had such unrealized amounts been realized. The
                      Company has no fixed maturity securities classified as
                      trading as of December 31, 1996.

                  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, as a practical
                      expedient, 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.

                  Realized gains and losses on the sale of investments are
                      determined on the basis of specific security
                      identification. Estimates for valuation allowances and
                      other than temporary declines are included in realized
                      gains and losses on investments.


                                                              (Continued)
<PAGE>   53

                                        3

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(2)    Summary of Significant Accounting Policies, Continued
       -----------------------------------------------------

              (b) Revenues and Benefits
                  ---------------------

                  Traditional life insurance products include those products
                      with fixed and guaranteed premiums and benefits and
                      consist primarily of graded premium life, and term life
                      policies. Premiums for traditional non-participating 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 immediate and deferred annuities. 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. Such
                      anticipated premium revenue was estimated using the same
                      assumptions as were used for computing liabilities 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 estimated future gross
                      profits from projected interest margins, cost of
                      insurance, policy administration and surrender charges.
                      Deferred policy acquisition costs are adjusted to reflect
                      the impact of unrealized gains and losses on fixed
                      maturity securities available-for-sale (see Note 2(a)).


                                                                  (Continued)
<PAGE>   54

                                        4

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(2)    Summary of Significant Accounting Policies, Continued
       -----------------------------------------------------

              (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 statements
                      of income and cash flows except for the fees the Company
                      receives for administrative services and risks assumed.

              (e) Future Policy Benefits
                  ----------------------

                  Future policy benefits for traditional life policies 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 5).

                  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 balances.

              (f) Federal Income Tax
                  ------------------

                  ONLAC files a consolidated Federal income tax return with
                      ONLIC. 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.


                                                                     (Continued)
<PAGE>   55

                                        5


                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(2)    Summary of Significant Accounting Policies, Continued
       -----------------------------------------------------

              (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) Cash Equivalents
                  ----------------

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

              (i) Use of Estimates
                  ----------------

                  In  preparing the 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
                      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 the valuation allowance for mortgage
                      loans on real estate. Although some variability is
                      inherent in these estimates, management believes the
                      amounts provided are adequate.

(3)   Basis of Presentation
      ---------------------

       The financial statements have been prepared in accordance with GAAP.
              Annual Statements on ONLAC, filed with the Department of Insurance
              of the State of Ohio, are prepared on the basis of accounting
              practices prescribed or permitted by such regulatory authorities.
              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.
              The Company has no material permitted statutory accounting
              practices.


                                                                     (Continued)
<PAGE>   56
          
                                        6

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(3)    Basis of Presentation, Continued
       --------------------------------
<TABLE>
<CAPTION>

       The following reconciles the statutory net income of the Company as
              reported to regulatory authorities to the net income as shown in
              the accompanying financial statements:

<S>                                                                    <C>          
Statutory net income                                                   $ 12,018
Adjustments to restate to the basis of GAAP:
    Increase in deferred policy acquisition costs, net                   13,330
    Future policy benefits                                               (9,530)
    Deferred Federal income tax benefit                                   2,383
    Interest maintenance reserve                                           (108)
    Other, net                                                             (924)
                                                                       --------
         Net income per accompanying statement of income               $ 17,169
                                                                       ========
</TABLE>

       The following reconciles the statutory capital shares and surplus of
              the Company as reported to regulatory authorities to the
              stockholder's equity as shown in the accompanying financial
              statements for the year ended December 31, 1996:
<TABLE>
<CAPTION>

<S>                                                                   <C>         
Statutory capital and surplus                                         $  83,832
Add (deduct) cumulative effect of adjustments to reconcile
   to the basis of GAAP:
      Deferred policy acquisition costs                                 113,293
      Asset valuation reserve                                             8,001
      Interest maintenance reserve                                        3,249
      Future policy benefits                                            (56,924)
      Deferred Federal income tax                                        (6,999)
      Difference between amortized cost and fair value of
          fixed maturity securities available-for-sale, gross             7,113
      Other, net                                                            238
                                                                      ---------
            Equity per accompanying balance sheet                     $ 151,803
                                                                      =========

</TABLE>


                                                                     (Continued)
<PAGE>   57

                                        7

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



 (4)   Investments
       -----------

       An analysis of investment income and realized gains by investment
              type follows for the year ended December 31, 1996:
<TABLE>
<CAPTION>

                                                                         Realized
                                                                         gains on
                                                       Investment     disposition of
                                                         Income        investments
                                                      -------------  -----------------

<S>                                                       <C>             <C>    
Fixed maturities available-for-sale                       $ 33,092        $ (32)
Fixed maturities held-to-maturity                            4,244           15
Mortgage loans on real estate                               15,893          213
Short-term                                                     848            -
Other                                                        2,452            4
                                                          --------        -----
                Total                                       56,529          200
Less:  Investment expenses                                     497
       Valuation allowance for mortgage
            loans on real estate                                            (32)
                                                          ---------          
                Net investment income                     $ 56,032
                                                          =========       ------
                                                                   
                Net realized gains on
                  disposition of investments                              $  168
                                                                          ======
</TABLE>

       The components of unrealized gains on securities available-for-sale,
              net, were as follows as of December 31, 1996:
<TABLE>
<CAPTION>

               <S>                                                      <C>          
                Gross unrealized gain                                    $ 7,113
                Adjustment to deferred policy acquisition costs          (2,950)
                Deferred Federal income tax                              (2,870)
                                                                        --------
                                                                        $ 1,293
                                                                        =======
</TABLE>

       An analysis of the change in gross unrealized gains (losses) on
              securities available-for-sale and fixed maturities
              held-to-maturity were $(20,254) and $(2,641) for the year ended
              December 31, 1996, respectively.


                                                                     (Continued)
<PAGE>   58

                                        8

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(4)    Investments, Continued
       ----------------------

       The amortized cost and estimated fair value of securities
              available-for-sale and fixed maturities held-to-maturity were as
              follows as of December 31, 1996:
<TABLE>
<CAPTION>

                                                                           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             $        53,668          1,516          (765)         54,419
               Obligations of states and
                  political subdivisions                        6,633            253          (228)          6,658
               Corporate securities                           265,996          9,160        (2,718)        272,438
               Mortgage-backed securities                     103,548          1,008        (1,113)        103,443
                                                         ------------   ------------   -------------  --------------
                       Total fixed maturities         $       429,845         11,937        (4,824)        436,958
                                                         =============  =============  ============== ==============
         Fixed maturity securities
         -------------------------
            Held-to-maturity
            ----------------
            Corporate securities                      $        40,628          4,418          -             45,046
            Mortgage-backed securities                          2,620             77          -              2,697
                                                         ------------    ------------  -------------- --------------
                                                      $        43,248          4,495          -             47,743
                                                         =============  =============  ============== ==============
</TABLE>


       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, 1996, 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                       $        5,469            5,467             -                -
          Due after one year through five years                 28,847           28,313            9,999           10,447
          Due after five years through ten years                84,524           86,981           11,286           12,156
          Due after ten years                                  311,005          316,197           21,963           25,140
                                                           ------------     ------------     ------------     ------------
                                                        $      429,845          436,958           43,248           47,743
                                                           ============     ============     =============    ============
</TABLE>


                                                                     (Continued)
<PAGE>   59

                                        9

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(4)    Investments, Continued
       ----------------------

       There were no sales of securities available-for-sale during 1996.
              Investments with an amortized cost of $3,554 as of December 31,
              1996 were on deposit with various regulatory agencies as required
              by law.

       The Company generally initiates foreclosure proceedings on all
              mortgage loans on real estate delinquent sixty days. There were no
              foreclosures of mortgage loans on real estate during 1996, and no
              foreclosures are in process as of December 31, 1996.

(5)    Future Policy Benefit and Claims
       --------------------------------

       The liability for future policy benefits for universal life policies
              and investment contracts (approximately 83% of the total liability
              for future policy benefits as of December 31, 1996) has been
              established based on the aggregate account value without reduction
              for surrender charges. The average interest rate to be credited on
              investment product policies was 6.1% at December 31, 1996.

       The liability for future policy benefits for traditional life products
              are based on the following mortality and interest rate assumptions
              without consideration for withdrawals. The mortality table and
              interest assumptions used for the majority of new policies are the
              1980 CSO table with 4% to 5% interest. With respect to older
              policies, the mortality table and interest assumptions used are
              primarily the 1958 CSO table with 4% interest and the 1980 CSO
              table with 4%-6% interest. Approximately 68% of the future policy
              benefit liability is calculated on a net level reserve basis at
              December 31, 1996.

       The liability for future policy benefits for individual accident and
              health policies include liabilities for active lives, disabled
              lives and unearned premiums. The liability for active lives are
              calculated on a two-year preliminary term basis at 3% to 6%
              interest, using either the 1964 Commissioner's Disability Table
              (policies issued prior to 1990) or the 1985 Commissioner's
              Individual Disability Table A (policies issued after 1989). The
              liability for disabled lives are calculated using either the 1985
              Commissioner's Individual Disability Table A at 5% to 5.5%
              interest (claims incurred after 1989) or the 1971 modification of
              the 1964 Commissioner's Disability Table, at 3.5% interest (claims
              incurred prior to 1990).


                                                                     (Continued)
<PAGE>   60

                                       10

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(6)    Federal Income Tax
       ------------------
       In prior years, under superseded tax acts, the Company deferred
              income and accumulated amounts into a 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. Any distributions from the PSA, however,
              will continue to be taxable at the then current tax rate. The
              balance of the PSA is approximately $5,257 as of December 31,
              1996.

       Total Federal income tax expense for the year ended December 31, 1996
              differs from the amount computed by applying the U.S. Federal
              income tax rate to income before Federal income tax and cumulative
              effect of change in accounting principles, as follows:
<TABLE>
<CAPTION>

                                                                             Amount             %
                                                                           ------------     ----------

                <S>                                                          <C>             <C>  
                 Computed (expected) tax expense                             $  9,720        35.0%
                 Differential earnings                                          1,023         3.7
                 Tax exempt interest and dividends received deduction             (38)       (0.1)
                 Other, net                                                      (102)       (0.4)
                                                                              --------        ----
                        Total expense and effective rate                      $ 10,603        38.2%
                                                                              ========        ====
</TABLE>


       Total Federal income tax paid during the year ended December 31, 1996 was
              $22,928.

       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, 1996 are as follows:
<TABLE>
<CAPTION>
                      <S>                                                     <C>
                      Deferred tax assets:
                        Future policy benefits                                $     25,067
                        Mortgage loans and real estate                                 816
                        Other                                                          550
                                                                                 ----------
                             Total gross deferred tax assets                        26,433
                                                                                 ----------
                      Deferred tax liabilities:
                        Deferred policy acquisition costs                           30,084
                        Fixed maturities available-for-sale                          3,329
                        Other                                                           19
                                                                                ----------
                             Total gross deferred tax liabilities                   33,432
                                                                                ----------
                             Net deferred tax liability                       $      6,999
                                                                                ==========
</TABLE>


                                                                     (Continued)
<PAGE>   61

                                       11

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued


(6)    Federal Income Tax, Continued
       -----------------------------

          The Company has determined that a deferred tax asset valuation
              allowance as of December 31, 1996 is not needed. 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
              at December 31, 1996.

(7)    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 sheet for these instruments
               approximate their fair value.

               INVESTMENT SECURITIES - Fair value for fixed maturity securities
               is based on quoted market prices, where available. For fixed
               maturity securities not actively traded, fair value is estimated
               using values obtained from independent pricing services, or, in
               the case of private placements, is estimated by discounting
               expected future cash flows using a current market rate applicable
               to the yield, credit quality and maturity of the 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 value in the Separate
               Account portfolios.


                                                                     (Continued)
<PAGE>   62

                                       12

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(7)    Disclosures about Fair Value of Financial Instruments, Continued
       ----------------------------------------------------------------

               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.
               Fair value for mortgages in default is valued at the estimated
               fair value of the underlying collateral.

               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.

               OTHER POLICYHOLDER FUNDS - The carrying amount reported in the
               balance sheets for these instruments approximates their fair
               value.

       Carrying amount and estimated fair value of financial instruments subject
              to SFAS 107 and policy reserves on insurance contracts were as
              follows as of December 31, 1996:
<TABLE>
<CAPTION>

                                                                        Carrying           Estimated
                                                                        amount           fair value
                                                                    --------------     --------------
             <S>                                                      <C>                    <C>    

              Assets
              ------

                 Investments:
                     Fixed maturities available-for-sale               $ 436,958            436,958
                     Fixed maturities held-to-maturity                    43,248             47,743
                     Mortgage loans on real estate                       176,703            186,090
                     Policy loans                                         34,935             34,935
                     Short-term investments                               16,500             16,500
                 Cash                                                     19,902             19,902
                 Assets held in Separate Accounts                         53,159             53,159
             
             Liabilities
             -----------

                     Deferred and immediate annuity contracts          $ 100,094             98,504
                     Other policyholder funds                              2,287              2,287
                     Liabilities related to Separate Accounts             53,159             53,159

</TABLE>


                                                                     (Continued)
<PAGE>   63

                                       13

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued


(8)    Additional Financial Instruments Disclosure
       -------------------------------------------

       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 with no exposure greater than 10% in
              any state at December 31, 1996. The summary below depicts loan
              exposure of remaining principal balances by type at December 31,
              1996:
<TABLE>
<CAPTION>

                    Mortgage assets by type
                    -----------------------
                        <S>                                                      <C>         
                        Office                                                    $     40,167
                        Retail                                                          50,115
                        Apartments                                                      33,997
                        Industrial                                                      29,876
                        Other                                                           24,880
                                                                                    ----------
                                                                                       179,035
                            Less valuation allowances                                    2,332
                                                                                    ----------
                            Total mortgage loans on real estate, net              $    176,703
                                                                                    ==========
</TABLE>

(9)    Regulatory Risk-Based Capital and Dividend Restrictions on Retained 
       Earnings
       -------------------------------------------------------------------

       Based upon the December 31, 1996 financial statements, the Company
              exceeds all required risk-based capital levels.

       The payment of dividends by the Company to its parent, ONLIC, is
              limited by Ohio law. As of December 31, 1996, $103,700 of retained
              earnings, as presented in the accompanying financial statements,
              is restricted as to dividend payments in 1997.

(10)   Related Party Transactions
       --------------------------

       The Company shares common facilities and management with ONLIC. A
              written agreement, which either party may terminate upon thirty
              days notice, provides that ONLIC furnish personnel space and
              supplies, accounting, data processing and related services to
              ONLAC. This agreement resulted in charges to the Company in 1996
              of approximately $11,400.


                                                                     (Continued)

<PAGE>   64

                                       14

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(11)   Reinsurance
       -----------

       In the ordinary course of business, the Company reinsures certain risks
           with its parent, ONLIC, and other insurance companies. Amounts in the
           accompanying financial statements related to ceded business are as
           follows:
<TABLE>
<CAPTION>

                                                                     Affiliate        Non-Affiliate
                                                                    -----------     ----------------
<S>                                                              <C>                       <C>   
                Premiums                                         $      18,523               17,793
                Benefits incurred                                       11,571               13,345
                Commission and expense allowances                        2,173                4,770
                Reinsurance recoverable:
                     Reserves for future policy benefits                38,048               36,248
                     Policy and contract claims payable                    969                1,103
</TABLE>
<TABLE>
<CAPTION>


       Net traditional life and accident and health premium income in 1996 is
           summarized as follows:

                        <S>                                                <C>        
                        Direct premiums earned                             $    44,586
                        Reinsurance assumed                                      2,319
                        Reinsurance ceded                                      (36,316)
                                                                          ------------
                                 Net premiums earned                       $    10,589
                                                                          ============
</TABLE>

       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.

 (12)  Contingencies
       -------------

       The Company is a defendant 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.

<PAGE>   65



APPENDIX A

                     ILLUSTRATIONS OF CASH SURRENDER VALUES,
                    DEATH BENEFITS AND ACCUMULATED PREMIUMS.

The following tables have been prepared to help show how values under the
contract change with investment performance. The tables illustrate how the death
benefit of a contract of an insured of a given age and the cash surrender value
(reflecting the deduction of sales load) would vary over time if the return on
the assets held in the Fund portfolios was a constant, gross, after-tax, annual
rate of 0%, 6% or 12%. Because of compounding, the death benefits and cash
surrender values would be different from those shown in the returns averaged 0%,
6%, or 12%, but fluctuated over and under those averages throughout the years.

   
The amounts shown for the death benefit and cash surrender value as of each
contract year reflect the fact that the net investment return on the assets held
in the subaccounts is lower than the gross, after-tax return on Fund assets.
This is because certain fees and charges are deducted from the gross return.
They are the daily investment management fees incurred by the Fund, which is
currently equivalent to an average annual rate of 0.66% of the value of the
average daily net assets of the Fund's 13 portfolios to which contract values
may be allocated plus the Emerging Markets Fund. (See "Charges and Deductions -
"Other Charges" at page 29.) The daily charge to the variable account for
assuming mortality and expense risks is equivalent to an annual charge of 0.75%.
Certain other fees and miscellaneous expenses which are borne by the Fund are
currently equivalent to an annual rate of 0.34% of average daily net assets.
Gross annual rates of return of 0%, 6%, and 12% produce average net annual rates
of return for all nine portfolios of approximately -1.75%, 4.25%, and 10.25%.
    

Each page of illustrations includes two tables. The top table shows the death
benefits and cash surrender values assuming we assess current charges under the
contract ("current tables"). Current charges are not guaranteed and may be
changed. The lower table shows the death benefits and cash surrender values
assuming we assess the maximum charges allowable under the contracts. 

The tables assume a premium tax deduction of 2.5% (the charge deducted from your
contract will reflect premium taxes in your jurisdiction), that no portion of
your net premiums have been allocated to the general account and that planned
premiums are paid on the first day of each contract year. The tables also assume
that no transfers, partial surrenders, loans, changes in death benefit option or
changes in stated amount have been made under the contract. Additionally, the
tables assume that there are no optional insurance benefits included under the
contract and the current tables assume that the Company's current cost of
insurance charges will not be changed. Finally, the tables reflect the fact that
no charges for federal, state or local taxes are made at present against the
variable account. If such a charge is made in the future, it will take a higher
gross rate of return to produce after-tax returns of 0%, 6% and 12% than it does
now. Below is a list of the sample illustrations presented on the following
pages of this prospectus. Upon request, the Company will furnish a comparable
illustration based on your age, sex, risk class, death benefit plan, stated
amount and planned premium.

<TABLE>
<CAPTION>
                                                              VARI-VEST V

        AGE       DEATH BENEFIT PLAN        PLANNED PREMIUM               STATED AMOUNT              RISK CLASS        PAGE
        ---       ------------------        ---------------               -------------              ----------        ----
<S>                   <C>                   <C>                              <C>                 <C>                    <C>
        25              Plan A              1,002 (Minimum)                  $150,000                 Nonsmoker         61
        25              Plan A              1,230                             150,000                 Nonsmoker         62
        25              Plan B              1,002 (Minimum)                   150,000                 Nonsmoker         63
        25              Plan B              3,020                             150,000                 Nonsmoker         64
        40              Plan A              2,484 (Minimum)                   250,000             Select Nonsmoker      65
        40              Plan A              3,750                             250,000             Select Nonsmoker      66
        40              Plan B              2,484 (Minimum)                   250,000             Select Nonsmoker      67
        40              Plan B              9,000                             250,000             Select Nonsmoker      68
</TABLE>

HYPOTHETICAL HISTORICAL ILLUSTRATIONS

The Company may produce hypothetical illustrations of the contract (such as
those listed above) based upon the actual historical investment performance
(total return) of the Fund's portfolios from the inception of the portfolio or
one-, five- and ten-year periods. Such illustrations reflect all contract and
subsequent charges, including the cost of insurance (specific to the age, sex,
stated amount, risk classification and type of death benefit), planned premium,
premium tax, risk charge, sales load, administration charge and surrender charge
for the contract being illustrated. Individualized illustrations will also be
provided upon request. Being based upon past performance, neither hypothetical
illustrations nor other performance data indicate future performance.

                                       60
<PAGE>   66

MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER               DEATH BENEFIT TYPE: A (MATURITY AGE 100)
INITIAL PREMIUM: $1,002.00                     STATED AMOUNT INCLUDES CASH VALUE
<TABLE>
<CAPTION>

                         SUMMARY OF VALUES AND BENEFITS

                                                    ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                            12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                         ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
               PLANNED PREMIUMS                  CURRENT                       CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>         <C>           <C>               <C>          <C>               <C>          <C>             <C>    
  1           1,002       1,052                 0         150,000              0         150,000            0         150,000
  2           1,002       2,157               163         150,000             17         150,000            0         150,000
  3           1,002       3,317               598         150,000            299         150,000           24         150,000
  4           1,002       4,535             1,460         150,000            946         150,000          491         150,000
  5           1,002       5,814             2,690         150,000          1,889         150,000        1,209         150,000
  6           1,002       7,156             4,039         150,000          2,870         150,000        1,916         150,000
  7           1,002       8,566             5,516         150,000          3,887         150,000        2,611         150,000
  8           1,002      10,047             7,132         150,000          4,941         150,000        3,291         150,000
  9           1,002      11,601             8,901         150,000          6,030         150,000        3,956         150,000
  10          1,002      13,233            10,747         150,000          7,066         150,000        4,514         150,000
  15          1,002      22,703            24,008         150,000         13,683         150,000        7,888         150,000
  20          1,002      34,789            44,776         150,000         21,223         150,000       10,629         150,000
  AGE 60      1,002      95,026           214,271         287,123         47,690         150,000       10,829         150,000
  AGE 65      1,002     127,093           350,624         427,761         58,455         150,000        7,408         150,000
  AGE 70      1,002     168,021           569,408         660,513         69,735         150,000          125         150,000

                                                         ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                           12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                               ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
               PLANNED PREMIUMS                 GUARANTEED                     GUARANTEED                    GUARANTEED
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
  1           1,002       1,052                 0         150,000              0         150,000            0         150,000
  2           1,002       2,157               104         150,000              0         150,000            0         150,000
  3           1,002       3,317               510         150,000            220         150,000            0         150,000
  4           1,002       4,535             1,345         150,000            845         150,000          403         150,000
  5           1,002       5,814             2,545         150,000          1,766         150,000        1,105         150,000
  6           1,002       7,156             3,860         150,000          2,724         150,000        1,796         150,000
  7           1,002       8,566             5,299         150,000          3,715         150,000        2,474         150,000
  8           1,002      10,047             6,873         150,000          4,742         150,000        3,138         150,000
  9           1,002      11,601             8,595         150,000          5,803         150,000        3,786         150,000
  10          1,002      13,233            10,388         150,000          6,808         150,000        4,326         150,000
  15          1,002      22,703            23,279         150,000         13,235         150,000        7,601         150,000
  20          1,002      34,789            43,366         150,000         20,459         150,000       10,172         150,000
  AGE 60      1,002      95,026           205,191         274,956         42,567         150,000        7,255         150,000
  AGE 65      1,002     127,093           333,699         407,113         48,583         150,000
  AGE 70      1,002     168,021           537,309         623,278         50,640         150,000
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.


                                       61

<PAGE>   67



MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER               DEATH BENEFIT TYPE: A (MATURITY AGE 100)
INITIAL PREMIUM: $1,230.00                     STATED AMOUNT INCLUDES CASH VALUE
<TABLE>
<CAPTION>

                         SUMMARY OF VALUES AND BENEFITS

                                                            ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                             12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                          ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
               PLANNED PREMIUMS                  CURRENT                        CURRENT                        CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>      <C>                <C>             <C>            <C>             <C>           <C>            <C>    
  1           1,230       1,292                 0         150,000              0         150,000            0         150,000
  2           1,230       2,648               445         150,000            257         150,000           77         150,000
  3           1,230       4,071             1,232         150,000            846         150,000          491         150,000
  4           1,230       5,567             2,591         150,000          1,924         150,000        1,334         150,000
  5           1,230       7,136             4,181         150,000          3,140         150,000        2,254         150,000
  6           1,230       8,785             5,927         150,000          4,405         150,000        3,160         150,000
  7           1,230      10,515             7,842         150,000          5,718         150,000        4,051         150,000
  8           1,230      12,333             9,943         150,000          7,081         150,000        4,924         150,000
  9           1,230      14,241            12,247         150,000          8,494         150,000        5,778         150,000
  10          1,230      16,244            14,683         150,000          9,867         150,000        6,523         150,000
  15          1,230      27,869            31,988         150,000         18,431         150,000       10,803         150,000
  20          1,230      42,705            59,445         150,000         28,410         150,000       14,392         150,000
  AGE 60      1,230     116,649           283,948         380,491         67,086         150,000       16,968         150,000
  AGE 65      1,230     156,013           464,176         566,295         84,872         150,000       14,407         150,000
  AGE 70      1,230     206,253           753,360         873,897        106,236         150,000        8,161         150,000

                                                        ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                             ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
               PLANNED PREMIUMS                 GUARANTEED                     GUARANTEED                    GUARANTEED
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
  1           1,230       1,292                 0         150,000              0         150,000            0         150,000
  2           1,230       2,648               386         150,000            201         150,000           25         150,000
  3           1,230       4,071             1,145         150,000            767         150,000          419         150,000
  4           1,230       5,567             2,476         150,000          1,824         150,000        1,246         150,000
  5           1,230       7,136             4,036         150,000          3,017         150,000        2,150         150,000
  6           1,230       8,785             5,749         150,000          4,259         150,000        3,041         150,000
  7           1,230      10,515             7,627         150,000          5,547         150,000        3,915         150,000
  8           1,230      12,333             9,686         150,000          6,883         150,000        4,771         150,000
  9           1,230      14,241            11,943         150,000          8,268         150,000        5,609         150,000
  10          1,230      16,244            14,327         150,000          9,611         150,000        6,336         150,000
  15          1,230      27,869            31,270         150,000         17,989         150,000       10,520         150,000
  20          1,230      42,705            58,075         150,000         27,663         150,000       13,943         150,000
  AGE 60      1,230     116,649           274,571         367,925         62,445         150,000       13,529         150,000
  AGE 65      1,230     156,013           445,991         544,109         76,378         150,000        7,290         150,000
  AGE 70      1,230     206,253           717,588         832,402         91,008         150,000
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.


                                       62
<PAGE>   68



MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER               DEATH BENEFIT TYPE: B (MATURITY AGE 100)
INITIAL PREMIUM: $1,002.00                         STATED AMOUNT PLUS CASH VALUE
<TABLE>
<CAPTION>

                         SUMMARY OF VALUES AND BENEFITS

                                                           ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                             12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                         ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
               PLANNED PREMIUMS                   CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>      <C>                <C>             <C>            <C>             <C>           <C>            <C>    
  1           1,002       1,052                 0         150,767              0         150,718            0         150,669
  2           1,002       2,157               160         151,612             14         151,466            0         151,326
  3           1,002       3,317               590         152,543            293         152,246           19         151,972
  4           1,002       4,535             1,447         153,571            935         153,059          482         152,606
  5           1,002       5,814             2,669         154,703          1,872         153,906        1,195         153,229
  6           1,002       7,156             4,008         155,952          2,846         154,790        1,898         153,842
  7           1,002       8,566             5,471         157,325          3,854         155,708        2,586         154,440
  8           1,002      10,047             7,071         158,835          4,897         156,661        3,260         155,024
  9           1,002      11,601             8,819         160,493          5,974         157,648        3,918         155,592
  10          1,002      13,233            10,637         162,311          6,993         158,667        4,466         156,140
  15          1,002      22,703            23,627         174,464         13,479         164,316        7,778         158,615
  20          1,002      34,789            43,636         193,636         20,730         170,730       10,411         160,411
  AGE 60      1,002      95,026           198,868         348,868         43,418         193,418        9,868         159,868
  AGE 65      1,002     127,093           320,451         470,451         50,223         200,223        6,060         156,060
  AGE 70      1,002     168,021           513,330         663,330         54,016         204,016

                                                           ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                             12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                               ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
               PLANNED PREMIUMS                  CURRENT                        CURRENT                       CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
  1           1,002       1,052                 0         150,735              0         150,687            0         150,639
  2           1,002       2,157               100         151,552              0         151,409            0         151,273
  3           1,002       3,317               502         152,455            212         152,165            0         151,899
  4           1,002       4,535             1,330         153,454            833         152,957          393         152,517
  5           1,002       5,814             2,522         154,556          1,748         153,782        1,090         153,124
  6           1,002       7,156             3,827         155,771          2,698         154,642        1,776         153,720
  7           1,002       8,566             5,251         157,105          3,680         155,534        2,448         154,302
  8           1,002      10,047             6,807         158,571          4,695         156,459        3,105         154,869
  9           1,002      11,601             8,506         160,180          5,742         157,416        3,744         155,418
  10          1,002      13,233            10,271         161,945          6,730         158,404        4,276         155,950
  15          1,002      22,703            22,872         173,709         13,018         163,855        7,484         158,321
  20          1,002      34,789            42,140         192,140         19,929         169,929        9,938         159,938
  AGE 60      1,002      95,026           186,075         336,075         37,406         187,406        6,174         156,174
  AGE 65      1,002     127,093           294,398         444,398         38,232         188,232
  AGE 70      1,002     168,021           461,026         611,026         30,610         180,610
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.


                                       63
<PAGE>   69



MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER               DEATH BENEFIT TYPE: B (MATURITY AGE 100)
INITIAL PREMIUM: $3,020.00                         STATED AMOUNT PLUS CASH VALUE
<TABLE>
<CAPTION>

                         SUMMARY OF VALUES AND BENEFITS

                                                        ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                      ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
               PLANNED PREMIUMS                    CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>      <C>                <C>             <C>            <C>             <C>           <C>            <C>    
  1           3,020       3,171               948         152,908            782         152,742          617         152,577
  2           3,020       6,501             3,990         156,114          3,478         155,602        2,985         155,109
  3           3,020       9,997             7,525         159,649          6,458         158,582        5,473         157,597
  4           3,020      13,667            11,422         163,546          9,565         161,689        7,917         160,041
  5           3,020      17,522            15,808         167,842         12,895         164,929       10,409         162,443
  6           3,020      21,569            20,635         172,579         16,362         168,306       12,858         164,802
  7           3,020      25,818            25,944         177,798         19,969         171,823       15,264         167,118
  8           3,020      30,280            31,783         183,547         23,722         175,486       17,624         169,388
  9           3,020      34,965            38,206         189,880         27,624         179,298       19,939         171,613
  10          3,020      39,884            45,178         196,852         31,589         183,263       22,115         173,789
  15          3,020      68,426            93,202         244,039         54,931         205,768       33,269         184,106
  20          3,020     104,852           169,916         377,214         82,939         232,939       43,083         193,083
  AGE 60      3,020     286,406           800,594       1,072,796        201,439         351,439       60,648         210,648
  AGE 65      3,020     383,056         1,306,799       1,594,295        256,000         406,000       61,892         211,892
  AGE 70      3,020     506,409         2,119,024       2,458,068        318,631         468,631       59,019         209,019

                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                           ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
               PLANNED PREMIUMS                    CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
  1           3,020       3,171               916         152,876            752         152,712          588         152,548
  2           3,020       6,501             3,930         156,054          3,421         155,545        2,932         155,056
  3           3,020       9,997             7,436         159,560          6,378         158,502        5,400         157,524
  4           3,020      13,667            11,305         163,429          9,463         161,587        7,828         159,952
  5           3,020      17,522            15,661         167,695         12,770         164,804       10,304         162,338
  6           3,020      21,569            20,454         172,398         16,214         168,158       12,737         164,681
  7           3,020      25,818            25,724         177,578         19,795         171,649       15,125         166,979
  8           3,020      30,280            31,520         183,284         23,520         175,284       17,469         169,233
  9           3,020      34,965            37,894         189,568         27,392         179,066       19,765         171,439
  10          3,020      39,884            44,812         196,486         31,326         183,000       21,925         173,599
  15          3,020      68,426            92,447         243,284         54,469         205,306       32,975         183,812
  20          3,020     104,852           168,397         373,842         82,139         232,139       42,610         192,610
  AGE 60      3,020     286,406           783,961       1,050,508        195,440         345,440       56,958         206,958
  AGE 65      3,020     383,056         1,271,199       1,550,862        244,043         394,043       54,497         204,497
  AGE 70      3,020     506,409         2,043,163       2,370,069        295,312         445,312       44,745         194,745
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.


                                       64
<PAGE>   70



MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER        DEATH BENEFIT TYPE: A (MATURITY AGE 100)
INITIAL PREMIUM: $2,484.00                     STATED AMOUNT INCLUDES CASH VALUE
<TABLE>
<CAPTION>

                         SUMMARY OF VALUES AND BENEFITS
                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                      ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
               PLANNED PREMIUMS                   CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>      <C>                <C>             <C>            <C>             <C>           <C>            <C>    
  1           2,484       2,608               193         250,000             63         250,000            0         250,000
  2           2,484       5,347             1,338         250,000            942         250,000          562         250,000
  3           2,484       8,222             2,706         250,000          1,889         250,000        1,136         250,000
  4           2,484      11,242             4,318         250,000          2,906         250,000        1,655         250,000
  5           2,484      14,412             6,871         250,000          4,666         250,000        2,790         250,000
  6           2,484      17,741            10,426         250,000          7,206         250,000        4,575         250,000
  7           2,484      21,236            14,299         250,000          9,814         250,000        6,297         250,000
  8           2,484      24,906            18,512         250,000         12,483         250,000        7,946         250,000
  9           2,484      28,759            23,143         250,000         15,255         250,000        9,563         250,000
  10          2,484      32,806            28,045         250,000         17,945         250,000       10,957         250,000
  15          2,484      56,281            63,895         250,000         35,716         250,000       20,008         250,000
  20          2,484      86,243           119,209         250,000         54,835         250,000       26,311         250,000
  AGE 60      2,484      86,243           119,209         250,000         54,835         250,000       26,311         250,000
  AGE 65      2,484     124,482           205,273         250,433         72,386         250,000       26,404         250,000
  AGE 70      2,484     173,286           346,203         401,595         90,097         250,000       20,860         250,000

                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                            ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
               PLANNED PREMIUMS                    CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
  1           2,484       2,608                 0         250,000              0         250,000            0         250,000
  2           2,484       5,347               826         250,000            458         250,000          107         250,000
  3           2,484       8,222             1,868         250,000          1,120         250,000          432         250,000
  4           2,484      11,242             3,099         250,000          1,816         250,000          683         250,000
  5           2,484      14,412             5,200         250,000          3,211         250,000        1,525         250,000
  6           2,484      17,741             8,252         250,000          5,365         250,000        3,016         250,000
  7           2,484      21,236            11,547         250,000          7,546         250,000        4,424         250,000
  8           2,484      24,906            15,106         250,000          9,752         250,000        5,747         250,000
  9           2,484      28,759            18,955         250,000         11,979         250,000        6,981         250,000
  10          2,484      32,806            22,968         250,000         14,072         250,000        7,969         250,000
  15          2,484      56,281            51,866         250,000         27,473         250,000       14,142         250,000
  20          2,484      86,243            94,312         250,000         39,365         250,000       16,033         250,000
  AGE 60      2,484      86,243            94,312         250,000         39,365         250,000       16,033         250,000
  AGE 65      2,484     124,482           157,036         250,000         43,992         250,000        8,088         250,000
  AGE 70      2,484     173,286           262,640         304,662         37,766         250,000
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.


                                       65
<PAGE>   71



MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER        DEATH BENEFIT TYPE: A (MATURITY AGE 100)
INITIAL PREMIUM: $3,750.00                     STATED AMOUNT INCLUDES CASH VALUE
<TABLE>
<CAPTION>

                         SUMMARY OF VALUES AND BENEFITS

                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                      ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
               PLANNED PREMIUMS                   CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>      <C>                <C>             <C>            <C>             <C>           <C>            <C>    
  1           3,750       3,938               906         250,000            702         250,000           500        250,000
  2           3,750       8,072             2,903         250,000          2,276         250,000         1,675        250,000
  3           3,750      12,413             5,279         250,000          3,978         250,000         2,777        250,000
  4           3,750      16,971             9,873         250,000          7,613         250,000         5,609        250,000
  5           3,750      21,757            15,157         250,000         11,616         250,000         8,598        250,000
  6           3,750      26,783            20,926         250,000         15,739         250,000        11,493        250,000
  7           3,750      32,059            27,246         250,000         20,002         250,000        14,308        250,000
  8           3,750      37,600            34,167         250,000         24,402         250,000        17,036        250,000
  9           3,750      43,417            41,791         250,000         28,985         250,000        19,716        250,000
  10          3,750      49,525            50,006         250,000         33,569         250,000        22,159        250,000
  15          3,750      84,966           108,679         250,000         62,340         250,000        36,341        250,000
  20          3,750     130,197           202,574         271,449         95,631         250,000        47,622        250,000
  AGE 60      3,750     130,197           202,574         271,449         95,631         250,000        47,622        250,000
  AGE 65      3,750     187,925           350,575         427,701        131,936         250,000        52,747        250,000
  AGE 70      3,750     261,603           588,424         682,572        175,823         250,000        52,757        250,000

                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                            ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
               PLANNED PREMIUMS                   CURRENT                        CURRENT                       CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
  1           3,750       3,938               672         250,000            476         250,000           280        250,000
  2           3,750       8,072             2,395         250,000          1,796         250,000         1,223        250,000
  3           3,750      12,413             4,450         250,000          3,217         250,000         2,080        250,000
  4           3,750      16,971             8,671         250,000          6,538         250,000         4,649        250,000
  5           3,750      21,757            13,516         250,000         10,186         250,000         7,353        250,000
  6           3,750      26,783            18,799         250,000         13,935         250,000         9,963        250,000
  7           3,750      32,059            24,565         250,000         17,787         250,000        12,476        250,000
  8           3,750      37,600            30,863         250,000         21,745         250,000        14,890        250,000
  9           3,750      43,417            37,749         250,000         25,810         250,000        17,204        250,000
  10          3,750      49,525            45,133         250,000         29,833         250,000        19,261        250,000
  15          3,750      84,966            97,574         250,000         54,605         250,000        30,757        250,000
  20          3,750     130,197           181,039         250,000         81,640         250,000        38,024        250,000
  AGE 60      3,750     130,197           181,039         250,000         81,640         250,000        38,024        250,000
  AGE 65      3,750     187,925           312,969         381,822        107,655         250,000        36,014        250,000
  AGE 70      3,750     261,603           522,157         605,702        134,712         250,000        22,697        250,000
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.


                                       66
<PAGE>   72



MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER        DEATH BENEFIT TYPE: B (MATURITY AGE 100)
INITIAL PREMIUM: $2,484.00                         STATED AMOUNT PLUS CASH VALUE
<TABLE>
<CAPTION>

                         SUMMARY OF VALUES AND BENEFITS

                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                      ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED   PREMIUMS                  CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>      <C>                <C>             <C>            <C>             <C>           <C>            <C>    
  1           2,484        2,608              190         252,182             60         252,052            0         251,923
  2           2,484        5,347            1,327         254,561            932         254,166          553         253,787
  3           2,484        8,222            2,682         257,158          1,868         256,344        1,118         255,594
  4           2,484       11,242            4,275         259,993          2,869         258,587        1,624         257,342
  5           2,484       14,412            6,799         263,096          4,608         260,905        2,743         259,040
  6           2,484       17,741           10,313         266,460          7,118         263,265        4,507         260,654
  7           2,484       21,236           14,130         270,127          9,688         265,685        6,203         262,201
  8           2,484       24,906           18,267         274,115         12,307         268,154        7,820         263,668
  9           2,484       28,759           22,803         278,501         15,021         270,718        9,402         265,100
  10          2,484       32,806           27,581         283,278         17,637         273,335       10,755         266,452
  15          2,484       56,281           62,134         314,984         34,770         287,620       19,498         272,348
  20          2,484       86,243          113,246         363,246         52,259         302,259       25,175         275,175
  AGE 60      2,484       86,243          113,246         363,246         52,259         302,259       25,175         275,175
  AGE 65      2,484      124,482          187,237         437,237         66,252         316,252       24,256         274,256
  AGE 70      2,484      173,286          299,694         549,694         76,429         326,429       17,271         267,271

                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                           ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED   PREMIUMS                  CURRENT                        CURRENT                        CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
  1           2,484        2,608                0         251,945              0         251,823            0         251,701
  2           2,484        5,347              809         254,043            443         253,677           93         253,327
  3           2,484        8,222            1,832         256,308          1,088         255,564          404         254,880
  4           2,484       11,242            3,032         258,750          1,760         257,478          637         256,355
  5           2,484       14,412            5,090         261,387          3,123         259,420        1,454         257,751
  6           2,484       17,741            8,082         264,229          5,233         261,381        2,915         259,062
  7           2,484       21,236           11,294         267,292          7,358         263,356        4,286         260,283
  8           2,484       24,906           14,744         270,591          9,493         265,341        5,564         261,411
  9           2,484       28,759           18,451         274,148         11,634         267,331        6,745         262,443
  10          2,484       32,806           22,280         277,977         13,620         269,317        7,673         263,370
  15          2,484       56,281           49,173         302,023         26,049         278,899       13,388         266,238
  20          2,484       86,243           85,439         335,439         35,688         285,688       14,509         264,509
  AGE 60      2,484       86,243           85,439         335,439         35,688         285,688       14,509         264,509
  AGE 65      2,484      124,482          130,312         380,312         35,706         285,706        5,660         255,660
  AGE 70      2,484      173,286          186,888         436,888         21,325         271,325
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.


                                       67
<PAGE>   73



MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER        DEATH BENEFIT TYPE: B (MATURITY AGE 100)
INITIAL PREMIUM: $9,000.00                         STATED AMOUNT PLUS CASH VALUE
<TABLE>
<CAPTION>

                         SUMMARY OF VALUES AND BENEFITS

                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                      ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED    PREMIUMS                 CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>      <C>                <C>             <C>            <C>             <C>           <C>            <C>    
  1           9,000        9,450            3,846         259,096          3,340         258,590        2,835         258,085
  2           9,000       19,373           12,652         269,099         11,073         267,521        9,556         266,003
  3           9,000       29,791           23,653         280,101         20,357         276,805       17,311         273,758
  4           9,000       40,731           35,754         292,201         30,008         286,455       24,903         281,351
  5           9,000       52,217           49,224         305,521         40,199         296,496       32,493         288,791
  6           9,000       64,278           64,001         320,149         50,760         306,907       39,899         296,046
  7           9,000       76,942           80,236         336,233         61,723         317,721       47,138         303,135
  8           9,000       90,239           98,064         353,912         73,092         328,940       54,201         310,048
  9           9,000      104,201          117,695         373,392         84,928         340,626       61,133         316,831
  10          9,000      118,861          139,114         394,812         97,055         352,753       67,743         323,440
  15          9,000      203,917          286,796         539,646        168,620         421,470      101,811         354,661
  20          9,000      312,473          522,205         772,205        253,143         503,143      130,677         380,677
  AGE 60      9,000      312,473          522,205         772,205        253,143         503,143      130,677         380,677
  AGE 65      9,000      451,021          896,455       1,146,455        349,699         599,699      150,996         400,996
  AGE 70      9,000      627,847        1,498,166       1,748,166        461,585         711,585      163,468         413,468

                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.25 NET)              6.00%(4.25% NET)              0.00%(-1.75% NET)
                                                           ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
            PLANNED     PREMIUMS                  CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF        TOTAL       ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY      ANNUAL         AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR        OUTLAY      INTEREST            VALUE         BENEFIT          VALUE         BENEFIT        VALUE        BENEFIT
- ----        ------      --------            -----         -------          -----         -------        -----        -------
  1          9,000         9,450             3,610        258,860          3,111         258,361        2,612         257,862
  2          9,000        19,373            12,133        268,581         10,584         267,032        9,095         265,543
  3          9,000        29,791            22,803        279,251         19,577         276,025       16,597         273,045
  4          9,000        40,731            34,512        290,959         28,899         285,347       23,916         280,363
  5          9,000        52,217            47,515        303,813         38,714         295,011       31,205         287,502
  6          9,000        64,278            61,771        317,918         48,876         305,023       38,307         294,454
  7          9,000        76,942            77,402        333,399         59,395         315,392       45,221         301,218
  8          9,000        90,239            94,543        350,390         70,280         326,128       51,945         307,792
  9          9,000       104,201           113,345        369,042         81,543         337,241       58,478         314,175
  10         9,000       118,861           133,817        389,514         93,039         348,737       64,662         320,360
  15         9,000       203,917           273,849        526,699        159,906         412,756       95,706         348,556
  20         9,000       312,473           494,449        744,449        236,595         486,595      120,022         370,022
  AGE 60     9,000       312,473           494,449        744,449        236,595         486,595      120,022         370,022
  AGE 65     9,000       451,021           839,698      1,089,698        319,214         569,214      132,424         382,424
  AGE 70     9,000       627,847         1,385,880      1,635,880        406,633         656,633      131,290         381,290
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.


                                       68
<PAGE>   74
                                     PART II

                                OTHER INFORMATION



<PAGE>   75


                       CONTENTS OF REGISTRATION STATEMENT



This registration statement comprises the following papers and documents:

The facing sheet

The prospectus consisting of 68 pages

Representations:

   
         Pursuant to Section 26(e)(2)(A) of the Investment Company Act of 1940,
         as amended, Ohio National Life Assurance Corporation represents that
         the fees and charges deducted under the contract, in the aggregate, are
         reasonable in relation to the services rendered, the expenses expected
         to be incurred and the risks assumed by Ohio National Life Assurance
         Corporation. 
    

The signatures

Written consents of the following persons:

         KPMG Peat Marwick LLP

         Jones & Blouch L.L.P.

         Ronald L. Benedict, Esq.

         David W. Cook, FSA, MAAA

Exhibits:

   
    

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

         (1)      Resolution of the Board of Directors of the Depositor
                  authorizing establishment of Ohio National Variable Account R
                  was filed as Exhibit 1.(1) of the Registrant's registration
                  statement on Form S-6 on June 7, 1985 (File no. 2-98265).

         (2)(a)   Agreement of Custodianship between the Depositor and The
                  Provident Bank was filed as Exhibit 5 of the Registrant's
                  registration statement on Form S-6, Post-effective Amendment
                  no. 2, on March 22, 1988 (File no. 2-98265).

         (2)(b)   Amendment to Agreement of Custodianship was filed as Exhibit 4
                  of the Registrant's Form S-6, Post-effective Amendment no. 3,
                  on April 20, 1989 (File no. 2-98265).

         (3)(a)   Distribution and Service Agreement between the Depositor and
                  The O.N. Equity Sales Company was filed as Exhibit 6 of the
                  Registrant's Form S-6, Post-effective Amendment no. 3 on April
                  20, 1989 (File no. 2-98265).

                                       
<PAGE>   76

         (3)(b)   Registered Representative's Sales Contract with Variable Life
                  Supplement was filed as Exhibit (3)(b) of the Registrant's
                  Form S-6, Post-effective Amendment no. 5, on April 18, 1991
                  (File no. 2-98265).

         (3)(c)   Schedule of Sales Commissions was filed as Exhibit 1.(3)(c) of
                  the Registrant's Form S-6 on October 15, 1986 (File no.
                  2-98265).
   
         (5)      Flexible Premium Variable Life Insurance Policy, Form
                  96-VL-1, was filed as Exhibit (5) of the Registrant's
                  Form S-6 on November 14, 1996.
    
                  
         (6)(a)   Articles of Incorporation of the Depositor were filed as
                  Exhibit 1.(6)(a) of the Registrant's Form S-6 on June 7, 1985
                  (File no. 2-98265).


         (6)(b)   Code of Regulations (by-laws) of the Depositor were filed as
                  Exhibit 1.(6)(b) of the Registrant's Form S-6 on June 7, 1985
                  (File no. 2-98265).

         (8)      Service Agreement between the Depositor and The Ohio National
                  Life Insurance Company was filed as Exhibit 1.(8) of the
                  Registrant's Form S-6 on June 7, 1985 (File no. 2-98265).

   
         (10)     Variable Life Insurance Application Supplement: Suitability
                  Information, was filed as Exhibit (10) of the Registrant's
                  Form S-6 on November 14, 1996.
    

         (11)     Memorandum describing the Depositor's purchase, transfer,
                  redemption and conversion procedures for the contracts was
                  filed as Exhibit 1.(11) of the Registrant's Form S-6 on
                  October 15, 1986 (File no. 2-98265).



<PAGE>   77




                                   SIGNATURES

   
As required by the Securities Act of 1933 and the Investment Company Act of
l940, the registrant, Ohio National Variable Account R has caused this
registration statement to be signed on its behalf in the City of Cincinnati and
State of Ohio on the 7th day of March, 1997.
    



                              OHIO NATIONAL VARIABLE ACCOUNT R
                                        (Registrant)

                              By OHIO NATIONAL LIFE ASSURANCE CORPORATION
                                        (Depositor)



                              By  /s/ Donald J. Zimmerman
                                  ------------------------------------
                                     Donald J. Zimmerman
                                     Senior Vice President, Insurance Operations



Attest:



 /s/ Ronald L. Benedict
 ----------------------
Ronald L. Benedict
Assistant Secretary



<PAGE>   78



   
Pursuant to the requirements of the Securities Act of l933, the depositor has
duly caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Cincinnati and the State of
Ohio on the 7th day of March, 1997.
    

                              OHIO NATIONAL LIFE ASSURANCE CORPORATION
                                        (Depositor)



                              By  /s/ Donald J. Zimmerman
                                  ------------------------------------
                                     Donald J. Zimmerman
                                     Senior Vice President, Insurance Operations

Attest:

 /s/ Ronald L. Benedict
 ----------------------
Ronald L. Benedict
Assistant Secretary

Pursuant to the requirements of the Securities Act of l933, this post-effective
amendment to the registration statement has been signed below by the following
persons in the capacities with the depositor and on the dates indicated.


   
<TABLE>
<CAPTION>
Signature                                         Title                                    Date
- ---------                                         -----                                    ----
<S>                                              <C>                                       <C>   
                                                  Chairman, President
                                                  and Chief Executive
/s/ David B. O'Maley                              Officer and Director                     March 7, 1997
- -----------------------------
David B. O'Maley
                                                  Senior Vice President
                                                  and Chief Investment
/s/ Joseph P. Brom                                Officer and Director                     March 7, 1997
- -----------------------------
Joseph P. Brom
                                                  Senior Vice President
                                                  and Chief Financial Officer
/s/ Ronald J. Dolan                               and Director                             March 7, 1997
- ----------------------------
Ronald J. Dolan
                                                  Senior Vice President and
                                                  General Counsel and
/s/ Stuart G. Summers                             Director                                 March 7, 1997
- -----------------------------
Stuart G. Summers

                                                  Senior Vice President,
                                                  Insurance Operations &
/s/ Donald J. Zimmerman                           Secretary and Director                   March 7, 1997
- -----------------------------
Donald J. Zimmerman
                                                  Vice President,
                                                  Financial Control
                                                  (Principal Accounting
/s/ Paul L. Bergmann                              Officer)                                 March 7, 1997
- -----------------------------
Paul L. Bergmann
</TABLE>
    


<PAGE>   79




                         INDEX OF CONSENTS AND EXHIBITS

                                                                Page Number
Exhibit                                                         in Sequential
Number           Description                                    Numbering System

                 Consent of KPMG Peat Marwick LLP

                 Consent of Jones & Blouch L.L.P.

                 Consent of Ronald L. Benedict, Esq.

                 Consent of David W. Cook, FSA, MAAA
   
    


<PAGE>   80
                                    CONSENTS
<PAGE>   81
                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Ohio National Life Assurance Corporation:


   
We consent to the inclusion of our reports included herein on the financial
statements of Ohio National Variable Account R as of December 31, 1996 and for
the periods indicated herein and on the financial statements of Ohio National 
Life Assurance Corporation as of December 31, 1996 and for the year then ended 
and to the reference to our firm under the heading "Experts" in the Prospectus.
    


                                                KPMG Peat Marwick LLP


Cincinnati, Ohio
   
March 7, 1997
    


<PAGE>   82
                                  [LETTERHEAD]

   
                                March 7, 1997
    




The Board of Directors
Ohio National Life Assurance Corporation
237 William Howard Taft Road
Cincinnati, Ohio  452l9


Re:  Ohio National Variable Account R
        Registration of Flexible Premium Variable Life
        Insurance Contracts ("Vari-Vest V")

Gentlemen:


The undersigned hereby consents to the use of my name under the caption of
"Legal Opinions" in the registration statement on Form S-6 of the above
captioned registrant.


                                                         Sincerely,


                                                         s/Ronald L. Benedict
                                                         -----------------------
                                                         Ronald L. Benedict
                                                         Assistant Secretary and
                                                         Legal Counsel

RLB/nh


VARreg




The Ohio National Life Insurance Company
Ohio National Life Assurance Corporation
<PAGE>   83
                                  [LETTERHEAD]

   
                                March 7, 1997
    




Ohio National Life Assurance Corporation
237 William Howard Taft Road
Cincinnati, Ohio  45219


Re:  Ohio National Variable Account R
        Registration of Flexible Premium Variable Life
        Insurance Contracts ("Vari-Vest V")


Gentlemen:


I hereby consent to the use of my name under the heading "Experts" in the
prospectus included in the post-effective amendment to the above-captioned
registration statement on form S-6.


                                               Sincerely,


                                               s/David W. Cook
                                               ---------------------------------
                                               David W. Cook, FSA, MAAA
                                               Senior Vice President and Actuary


DWC/nh


VARreg


The Ohio National Life Insurance Company
Ohio National Life Assurance Corporation

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 1
   <NAME> EQUITY
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       15,884,188
<INVESTMENTS-AT-VALUE>                      21,667,118
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              21,667,118
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          870,346
<SHARES-COMMON-PRIOR>                          756,738
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                21,667,118
<DIVIDEND-INCOME>                              766,090
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 143,826
<NET-INVESTMENT-INCOME>                        622,264
<REALIZED-GAINS-CURRENT>                       160,116
<APPREC-INCREASE-CURRENT>                    2,231,504
<NET-CHANGE-FROM-OPS>                        3,013,884
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      5,759,363
<NUMBER-OF-SHARES-REDEEMED>                  3,143,276
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
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<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
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<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
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<S>                             <C>
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<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 5
   <NAME> INTERNATIONAL
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<S>                             <C>
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</TABLE>

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<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 6
   <NAME> CAPITAL APPRECIATION
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<S>                             <C>
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 7
   <NAME> SMALL CAP
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<S>                             <C>
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</TABLE>

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<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
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<S>                             <C>
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</TABLE>

<TABLE> <S> <C>

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<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
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</TABLE>

<TABLE> <S> <C>

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<NAME> OHIO NATIONAL LIFE ASSURANCE CORP.
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