OHIO NATIONAL VARIABLE ACCOUNT R
485BPOS, 1999-04-29
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<PAGE>   1
                                                              File No. 33-53350
                                                                       811-4820


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  -----------
   
                       POST-EFFECTIVE AMENDMENT NO. 11 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 287
                                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) of Rule 485
        ---
   
         X on May 1, 1999 pursuant to paragraph (b) of Rule 485
        ---
           60 days after filing pursuant to paragraph (a)(1) of Rule 485
        ---
           on (date) pursuant to paragraph (a)(1) 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 IV"). Registrant has heretofore registered
an indefinite amount of such flexible premium variable life insurance contracts
under the Securities Act of 1933 pursuant to Rule 24f-2.
<PAGE>   2




                                     PART I

                                   PROSPECTUS
<PAGE>   3
 
                                   PROSPECTUS
 
                                  VARI-VEST IV
               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 ours. We are Ohio National Life Assurance
Corporation, a subsidiary of The Ohio National Life Insurance Company ("Ohio
National Life").
 
The contract has a minimum stated amount of $100,000 and a sales charge which is
deducted in part from premium payments and in part from accumulation value upon
surrender, lapse, partial surrender or a decrease in stated amount during the
first ten 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 70. In addition, the
Company offers contracts which provide for a reduction of sales load for certain
existing policyholders of the Company and Ohio National Life.
 
The contract is "flexible" because, subject to certain restrictions, it permits
you to:
 
   
     - adjust the timing and amount of your premium payments,
    
 
   
     - direct net premiums to one or more of the subaccounts of the variable
       account or to the general account,
    
 
   
     - choose from two death benefit plans, and
    
 
   
     - 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 investments selected. The flexible and variable features
of the contract give you the opportunity to meet your changing life insurance
needs and to adjust 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 95. 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, we 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.
During the first two contract years you must pay minimum premiums to keep the
contract in force. Thereafter, 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.
 
   
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
    
 
   
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE. IT SHOULD BE
ACCOMPANIED BY THE CURRENT FUND PROSPECTUSES.
    
<PAGE>   4
 
   
The contract affords you substantial flexibility with your premium payments. You
may adopt a planned premium schedule that indicates the level of your intended
payments. 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. You will find the minimum, guideline and planned premiums on the
specification page of your contract. After the first two contract years, if you
do not pay premiums, at least as great as the minimum premium required to keep
the death benefit guarantee in effect, the contract will remain in force only as
long as the cash surrender value (less any contract indebtedness) will pay the
next monthly deduction for contract charges.
    
 
   
You may allocate your premiums among the investment accounts we offer. Each of
the variable subaccounts invests in a corresponding Fund. The available Funds
are listed below. The Fund portfolios are described in the accompanying Fund
prospectuses. 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.
 
   
                                AVAILABLE FUNDS
    
   
    
 
   
<TABLE>
<CAPTION>
                                                               ADVISER/SUBADVISER
           OHIO NATIONAL FUND, INC.
<S>                                              <C>
Equity Portfolio                                 Ohio National Investments, Inc.
Money Market Portfolio                           Ohio National Investments, Inc.
Bond Portfolio                                   Ohio National Investments, Inc.
Omni Portfolio (a flexible portfolio fund)       Ohio National Investments, Inc.
International Portfolio                          Federated Global Investment Management Corp.
International Small Company Portfolio            Federated Global Investment Management Corp.
Capital Appreciation Portfolio                   T. Rowe Price Associates, Inc.
Small Cap Portfolio                              Founders Asset Management LLC
Aggressive Growth Portfolio                      Strong Capital Management, Inc.
Core Growth Portfolio                            Pilgrim Baxter & Associates, Ltd.
Growth & Income Portfolio                        Robertson Stephens Investment Management, L.P.
S&P 500 Index Portfolio                          Ohio National Investments, Inc.
Social Awareness Portfolio                       Ohio National Investments, Inc.
JANUS ASPEN SERIES
Growth Portfolio                                 Janus Capital Corporation
Worldwide Growth Portfolio                       Janus Capital Corporation
GOLDMAN SACHS VARIABLE INSURANCE TRUST
Goldman Sachs Growth and Income Fund             Goldman Sachs Asset Management
</TABLE>
    
 
                                        2
<PAGE>   5
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<S>                                                             <C>
Definitions.................................................      5
Introduction................................................      7
Assumptions And Scope Of Prospectus.........................      7
Summary.....................................................      8
Ohio National Financial Services Group......................     12
  Ohio National Life Assurance Corporation..................     12
  The Ohio National Life Insurance Company ("Ohio National
     Life").................................................     12
  Ohio National Variable Account R (the "variable
     account")..............................................     12
  The Funds.................................................     12
Death Benefits..............................................     15
  Plan A -- Level Benefit...................................     15
  Plan B -- Variable Benefit................................     16
  Change in Death Benefit Plan..............................     16
  Death Benefit Guarantee...................................     17
  Changes in Stated Amount..................................     17
Accumulation Value..........................................     18
  Determination of Variable Account Accumulation Values.....     18
  Accumulation Unit Values..................................     19
  Net Investment Factor.....................................     19
  Surrender Privileges......................................     20
  Maturity..................................................     21
Premiums....................................................     21
  Purchasing a Contract.....................................     21
  Payment of Premiums.......................................     22
  Initial Premiums..........................................     22
  Term Insurance Conversion Credit..........................     22
  Minimum Premiums..........................................     23
  Planned Premiums..........................................     23
  Allocation of Premiums....................................     23
  Transfers.................................................     24
  Dollar Cost Averaging.....................................     24
  TeleAccess................................................     25
  Lapse.....................................................     25
  Reinstatement.............................................     25
  Conversion................................................     25
  Free Look.................................................     26
  Refund Right..............................................     26
Charges And Deductions......................................     27
  Premium Expense Charge....................................     27
  Ohio National Life Employee Discount......................     27
  Monthly Deduction.........................................     28
</TABLE>
    
 
                                        3
<PAGE>   6
   
<TABLE>
<S>                                                             <C>
  Risk Charge...............................................     28
  Surrender Charge..........................................     29
  Service Charges...........................................     30
  Other Charges.............................................     31
General Provisions..........................................     31
  Voting Rights.............................................     31
  Additions, Deletions or Substitutions of Investments......     32
  Annual Report.............................................     32
  Limitation on Right to Contest............................     32
  Misstatements.............................................     33
  Suicide...................................................     33
  Beneficiaries.............................................     33
  Postponement of Payments..................................     33
  Assignment................................................     33
  Non-Participating Contract................................     34
The General Account.........................................     34
  General Description.......................................     34
  Accumulation Value........................................     34
  Optional Insurance Benefits...............................     34
  Settlement Options........................................     35
Distribution Of The Contract................................     35
Management of the Company...................................     36
Custodian...................................................     36
State Regulation Of The Company.............................     37
Federal Tax Matters.........................................     37
  Contract Proceeds.........................................     37
  Correction of Modified Endowment Contract.................     38
  Right to Charge for Company Taxes.........................     38
Employee Benefit Plans......................................     38
Legal Proceedings...........................................     38
Legal Matters...............................................     38
Experts.....................................................     39
Registration Statement......................................     39
Financial Statements........................................     39
The Year 2000 Issue.........................................     39
</TABLE>
    
 
   
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
FUND PROSPECTUSES OR THE STATEMENTS OF ADDITIONAL INFORMATION OF THE FUNDS.
    
 
                                        4
<PAGE>   7
 
                                  DEFINITIONS
 
   
Accumulation Value -- the sum of the contract's values in the subaccounts, 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 1986, as amended, and all related
regulations.
    
 
Commission -- the Securities and Exchange Commission.
 
Contract -- the Vari-Vest IV flexible premium variable life insurance contract.
 
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 minimum death benefit as
required by the Code to qualify the contract as a "life insurance contract". The
minimum death benefit 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.
 
   
General Account -- our assets other than those allocated to our separate
accounts.
    
 
Guideline Annual 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 you must pay to begin contract coverage. It must be
at least equal to one monthly minimum premium.
    
 
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 may borrow at any time.
 
                                        5
<PAGE>   8
 
Maturity Date -- unless otherwise specified in the contract, the maturity date
is the end of the contract year nearest the insured's 95th birthday.
 
Minimum Premium -- the monthly premium set forth on the contract specification
page necessary to keep the contract in force during the first two contract years
and to maintain the death benefit guarantee thereafter. 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.
 
   
Premium Expense Charge -- an amount deducted from gross premiums consisting of a
sales load and the 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.
 
   
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 one of the Funds.
    
 
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 ten years, and a contingent deferred
insurance underwriting charge applicable for seven 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 the accompanying Fund prospectuses.
    
 
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.
 
                                        6
<PAGE>   9
 
                                  INTRODUCTION
 
As described on the cover page of this prospectus, the Vari-Vest IV contract
offered hereby is a flexible premium variable universal 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 95 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.
 
   
     - Within certain limits, you may adjust the timing and amount of your
       premium payments to suit your individual circumstances.
    
 
   
     - You direct the investment of your net premiums and resulting cash values,
       which will vary with the investment performance of the variable
       subaccounts you select. Values are neither guaranteed nor limited to an
       assumed rate of interest.
    
 
   
     - You may 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.
    
 
Under either death benefit plan you may increase the stated amount of insurance
coverage any time after the first contract year and 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:
 
   
     - "you", the "contractowner" and the "insured" are the same person,
    
 
   
     - the death benefit guarantee is in effect,
    
 
   
     - the cash surrender value of your contract is sufficient to pay the next
       monthly deduction,
    
 
   
     - there is no outstanding contract indebtedness,
    
 
   
     - the death benefit is not determined by the corridor percentage test,
    
 
   
     - the contract is not backdated, and
    
 
   
     - 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.
    
 
                                        7
<PAGE>   10
 
                                    SUMMARY
 
   
This summary presents selected information in the same order and uses the same
headings as the body of the prospectus. See the table of contents to find fuller
discussions of each item. See the "Definitions," above, for the meaning of
various terms.
    
 
   
OHIO NATIONAL FINANCIAL SERVICES GROUP
    
 
OHIO NATIONAL LIFE ASSURANCE CORPORATION -- a stock life insurance company
established under the laws of Ohio on June 26, 1979. We are owned by Ohio
National Life.
 
   
THE OHIO NATIONAL LIFE INSURANCE COMPANY ("Ohio National Life") -- a stock life
insurance company organized in 1909 under the laws of Ohio. It currently has
assets in excess of $7 billion. Ohio National Life is now a subsidiary of Ohio
National Financial Services, Inc., which is a subsidiary of Ohio National Mutual
Holdings, Inc. Ohio National Life continues to control us and the Ohio National
Fund. While Ohio National Life's experienced personnel and facilities are
available to assist in administering our flexible product program, its assets do
not back your contract.
    
 
OHIO NATIONAL VARIABLE ACCOUNT R (the "variable account") -- established by us
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
our other assets and are protected from claims and liabilities arising from our
other lines of business. Our general account assets, however, are available to
support benefits under the contract.
 
   
There are currently 16 separate subaccounts within the variable account. The
assets of each are invested exclusively in shares of one of the Funds.
    
 
   
THE FUNDS
    
 
   
The operations of each Fund, its investment adviser and its investment
objectives and policies 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, the accumulation values
you allocate to the subaccounts will vary with the investment performance of the
Funds.
    
 
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 according to your
beneficiary's instructions or, at your option, applied in whole or in part under
one or more settlement options.
 
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 (except in Texas). Under this
provision, we guarantee that the death benefit will never be less than the
stated amount during the death benefit guarantee period, provided you
 
                                        8
<PAGE>   11
 
pay the minimum premium. Accordingly, 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 their investment experience. 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 90% 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%. If you have attained at least age
65 and the contract is at least 10 years old, we will credit interest at a
guaranteed annual rate of 8%.
 
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 -- We 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 pay
a minimum premium during the first two contract years to keep the contract in
force, and thereafter to keep the death benefit guarantee in effect. 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
contract months the contract has been in effect. The monthly minimum premium
indicated on the contract specification page will remain a level amount until
you reach age 70, or ten years from the contract date, if later. At such time,
the monthly minimum premium to maintain the death benefit guarantee will be
substantially increased. Such increase may affect your ability to keep the death
benefit guarantee or the contract in force.
 
                                        9
<PAGE>   12
 
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 of 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. The planned premium will generally be an amount greater than
your minimum premium and less than your guideline annual premium. You do not
have to follow the planned premium schedule 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 cash values and reallocate future premiums.
 
Transfers -- we allow transfers of cash 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 not lapse during the death benefit
guarantee period. If you fail to pay the minimum premiums in the first two
contract years, your contract will lapse after a 61 day grace period. In such
case, you may be entitled to a refund of a portion of the surrender charge
otherwise applicable to your contract.
 
If you fail to pay the minimum premiums after the second contract year, the
death benefit guarantee expires. Without the death benefit guarantee, 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. When the cash surrender value will not pay the next monthly
deduction, you will have a 61 day grace period in which to increase your cash
surrender value by paying 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. The free look period expires 20
days from your receipt of the contract or evidence of increase.
 
Refund Right -- if your contract lapses or you surrender it during the first two
years following the issue date or the date of any increase, you may be entitled
to a refund of a portion of the surrender charge otherwise applicable to your
contract.
 
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 4% deduction from premium payments for the life of the contract. This
       charge and the contingent deferred sales charge referred to in paragraph
       (d) below compensate us for sales and distribution expenses.
    
 
     - a deduction for the state premium tax and any other state and local taxes
       applicable to your contract. Currently, state premium taxes vary from 0%
       to 4%.
 
                                       10
<PAGE>   13
 
(b) against the accumulation value we make a monthly deduction covering:
 
     - the cost of insurance,
 
     - administrative expenses ($5),
 
     - the risk of providing the death benefit guarantee ($.01 per thousand of
       stated amount), 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 lapse,
    full surrender, certain partial surrenders and decreases 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 46% of premiums paid during the first two contract years up
    to two guideline annual premiums. For issue ages above age 55, this
    percentage scales down and reaches 13% by age 74. 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. These
    surrender charges apply during the first ten contract years following the
    contract date and the date of any increase in stated amount.
    
 
Because the contingent deferred sales charge only applies to premiums paid
during the first two contract years, a contractowner may incur the smallest
amount of such charge by paying only the required minimum premium during such
period. Similarly, only premiums allocated to an increase within two years after
the date of such increase are subject to the contingent deferred sales charge.
Accordingly, premiums paid either before or after such two year period will not
be subject to the contingent deferred sales charge.
 
In addition to the foregoing charges and deductions, we assess the following
three service charges:
 
   
     - for partial surrenders the lesser of $25 or 2% of the amount surrendered,
    
 
   
     - 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
    
 
   
     - $25 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 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
prospectus.
 
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", any increases in cash 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
drawn from 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 seven level annual payments, there may be taxation of,
including a penalty tax on, portions of the proceeds of loans, withdrawals or
surrenders.
 
                                       11
<PAGE>   14
 
                     OHIO NATIONAL FINANCIAL SERVICES GROUP
 
OHIO NATIONAL LIFE ASSURANCE CORPORATION
 
   
We were established on June 26, 1979 under the laws of Ohio to facilitate the
issuance of certain nonparticipating insurance policies. We are a wholly-owned
stock subsidiary of Ohio National Life. We are currently licensed to sell life
insurance in 47 states, the District of Columbia and Puerto Rico.
    
 
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. Ohio National Life is now a subsidiary of Ohio
National Financial Services, Inc., which is a subsidiary of Ohio National Mutual
Holdings, Inc.
 
   
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 $7
billion and equity in excess of $710 million. Ohio National Life provided us
with the initial capital to finance our operations. From time to time, Ohio
National Life may make additional capital contributions, although it is under no
legal obligation to do so and its assets do not support the benefits provided
under the contract.
    
 
OHIO NATIONAL VARIABLE ACCOUNT R (THE "VARIABLE ACCOUNT")
 
We established the variable account on May 6, 1985 under Ohio insurance laws.
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
of us. 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 our
other business.
 
We keep the variable account assets physically segregated from assets of our
general account. We maintain records of all purchases and redemptions of Fund
shares by each of the subaccounts of the variable account.
 
The variable account currently has 13 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.
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. ("O.N. FUND")
    
 
   
This Fund is organized as a Maryland corporation and is registered as an
open-end diversified management investment company under the 1940 Act. O.N. Fund
currently has 20 portfolios. You may invest your contract's assets in 13 of
them. 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 available O.N. Fund 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.
 
                                       12
<PAGE>   15
 
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
securities 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.
 
International Small Company Portfolio -- long-term growth of capital by
investing primarily in equity securities of foreign companies having a market
capitalization of $1.5 billion or less.
 
Aggressive Growth Portfolio -- capital growth.
 
Core Growth Portfolio -- long term capital appreciation.
 
Growth & Income Portfolio -- 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 O.N. Fund assets are directed by Ohio
National Investments, Inc. (the "Adviser"), a wholly-owned subsidiary of Ohio
National Life. The Adviser 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 International Small Company     Federated Global Investment Management Corp.
                                                  ("FGIM")
Capital Appreciation                              T. Rowe Price Associates, Inc. ("TRPA")
Small Cap                                         Founders Asset Management LCC ("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>
 
   
FGIM is a wholly-owned subsidiary of Federated Investors, Inc.. FGIM and its
affiliates manage the Federated group of mutual funds. TRPA manages assets for
various individual and institutional investors, particularly the T. Rowe Price
group of mutual funds. FAM, a subsidiary of Mellon Bank, NA, 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 manages
the Robertson Stephens mutual funds and other public and private investment
funds. Each of the Adviser, FGIM, 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 O.N. Fund which accompanies this
prospectus.
    
 
                                       13
<PAGE>   16
 
   
We will purchase and redeem O.N. Fund shares for the variable account at net
asset value without any sales or redemption charge. Fund shares represent an
interest in the corresponding portfolio 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, we purchase or redeem shares of each portfolio 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 O.N. Fund prospectus.
    
 
   
A full description of O.N. Fund, its investment policies and restrictions, fees
and expenses paid by it and other aspects of its operations are contained in the
accompanying prospectus for O.N. Fund and in the statement of additional
information referred to therein.
    
 
   
                                  OTHER FUNDS
    
 
   
The Goldman Sachs Growth and Income Fund is a series of Goldman Sachs Variable
Insurance Trust, and the Janus Growth Fund and Worldwide Growth Fund are series
of Janus Aspen Series, all of which are registered open-end, investment
companies that sell their shares only to insurance company separate accounts to
fund variable annuity contracts and variable life insurance policies. The
Goldman Sachs Growth and Income Fund is managed by Goldman Sachs Asset
Management, Inc. The Janus Growth Fund and Janus Worldwide Growth Fund are
managed by Janus Capital Corporation. The value of each Fund's 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 any of the Funds, including its investment
objectives, see its accompanying prospectus. Read the prospectus carefully
before investing.
    
 
   
                            MIXED AND SHARED FUNDING
    
 
   
In addition to being offered to the variable account, shares of the Funds are
currently offered to other separate accounts of Ohio National Life in connection
with variable annuity contacts, and 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 we nor
the Funds currently forsee any disadvantage, each Fund's Board will monitor
events in order to identify any material conflict between different types of
contract owners and to determine what action, if any, should be taken in
response thereto, including the possible withdrawal of the variable account's
participation in that Fund. Material conflicts could result from such things as
    
 
   
     - changes in state insurance law;
    
 
   
     - changes in federal income tax law;
    
 
   
     - changes in the investment management of any portfolio of one of the
       Funds, or
    
 
   
     - differences in voting instructions given by different types of contract
       owners.
    
 
                                       14
<PAGE>   17
 
                                 DEATH BENEFITS
 
   
As long as the contract remains in force 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 according to
your beneficiary's selection from the settlement options listed in the contract.
We offer both beneficiaries and contractowners a wide variety of settlement
options.
    
 
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.
 
PLAN A -- LEVEL BENEFIT
 
   
The death benefit is the greater of
    
 
   
     - the contract's stated amount on the date of death or
    
 
   
     - 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    ATTAINED    CORRIDOR    ATTAINED    CORRIDOR    ATTAINED    CORRIDOR
ATTAINED AGE   PERCENTAGE     AGE      PERCENTAGE     AGE      PERCENTAGE     AGE      PERCENTAGE
- ------------   ----------   --------   ----------   --------   ----------   --------   ----------
<S>            <C>          <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          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 so long as
 
                                       15
<PAGE>   18
 
the reductions are due to performance. Reductions due to surrenders, loans and
partial surrenders do 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
    
 
   
     - the stated amount plus the accumulation value on the date of death or
    
 
   
     - 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.
 
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
from Plan B to Plan A will not require evidence of insurability. Changing death
benefit plans from Plan A to Plan B may 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, when you wish to have favorable investment performance
reflected in higher accumulation value, you should elect the Plan A death
benefit. Conversely, when you wish to have favorable investment performance
reflected in increased insurance coverage, you should generally elect the Plan B
death benefit.
    
 
                                       16
<PAGE>   19
 
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. For a
given stated amount, the death benefit will be greater under Plan B than under
Plan A, but the monthly deduction will be greater under Plan B than under Plan
A. 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.
    
 
DEATH BENEFIT GUARANTEE
 
We guarantee (except in Texas) that the contract will not lapse during the death
benefit guarantee period provided you pay the minimum premiums. (See
"Premiums -- Minimum Premiums" at page 22.) 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 of $.01 per $1,000 of stated
amount will be made for each month the death benefit guarantee is in effect.
 
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 guarantee
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
 
   
     - double your stated amount or
    
 
   
     - 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.
    
 
Increases. An increase is treated in a similar manner to the purchase of 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.
 
                                       17
<PAGE>   20
 
   
Only premiums allocated to an increase within two years after the increase up to
two guideline annual premiums for that increase will be subject to the
contingent deferred sales charge. Accordingly, any premiums paid either before
or after that two year period will not be subject to the contingent deferred
sales charge.
    
 
   
With respect to premiums allocated to an increase, you will have the same free
look, conversion and refund rights with respect to an increase as with the
initial purchase of your contract.
    
 
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 $100,000.
 
     - We will not permit a decrease in stated amount if the contract's cash
       value is such that reducing the stated amount would cause the death
       benefit after the decrease to be determined by the corridor percentage
       test.
 
     - We will not permit a decrease in stated amount if the decrease would
       disqualify the contract as life insurance under the Code.
 
   
If you decrease your stated amount, we will deduct any applicable surrender
charge from your accumulation value. For purposes of calculating the surrender
charges and your cost of insurance charge on your remaining coverage a decrease
in stated amount will reduce your existing stated amount in the following order:
    
 
     - the stated amount provided by your most recent increase,
 
     - your next most recent increases successively, and
 
     - 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.
    
 
DETERMINATION OF VARIABLE ACCOUNT ACCUMULATION VALUES
 
   
Your 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 your contract will be calculated initially on the
later of the issue date or when we first receive a premium payment. After that,
it is calculated on each valuation date. On the initial valuation date, your
accumulation value will equal the initial premium paid minus the premium expense
charge and the first monthly deduction. 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;
 
                                       18
<PAGE>   21
 
     (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.
 
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.
 
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 90% 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
 
                                       19
<PAGE>   22
 
   
proceeds may be postponed under certain circumstances. (See "General
Provisions -- Postponement of Payments".) In some circumstances, loans may
involve tax liability. (See "Federal Tax Matters".)
    
 
   
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. If you have attained at least age 65 and the contract is at
least 10 years old, we will credit interest at a guaranteed annual rate of 8%.
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 cash, 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.
 
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, unless you request
otherwise. 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 accumulation surrender
value by exercising your surrender or partial surrender privileges. Surrenders,
however, may involve tax liability.
    
 
   
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. 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.
    
 
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, minus
 
                                       20
<PAGE>   23
 
     - any outstanding contract indebtedness,
 
     - an amount sufficient to cover the next two monthly deductions and
 
     - 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 a 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 next most recent increases successively, then
the initial 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 $100,000. 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 a
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.
    
 
   
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.
    
 
   
During the first ten contract years and for ten 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.
    
 
MATURITY
 
We will pay you your accumulation value, reduced by any outstanding contract
indebtedness, on the maturity date. The maturity date is listed on the
specification page and is generally the end of the contract year nearest your
95th birthday. If we consent, you may instead 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 70, 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
 
                                       21
<PAGE>   24
 
with stated amounts of $100,000 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 $1,000,000) 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 where
permitted by state law. 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. 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 because you must pay the minimum premium, 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. 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.
    
 
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.
 
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.
This 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.
    
 
TERM INSURANCE CONVERSION CREDIT
 
We will apply a term insurance conversion credit as premium paid in the first
contract year. The conversion credit is based on (but not necessarily equal to)
the amount of annual premium for the Ohio National Life Assurance Corporation
term life insurance policy being converted to, or exchanged for, the new
contract. Consult your agent for details.
 
                                       22
<PAGE>   25
 
MINIMUM PREMIUMS
 
   
During the first two contract years, you must pay the minimum premium to keep
the contract in force. Failure to pay the minimum premium during the first two
contract years will result in the termination of your contract after the 61 day
grace period ends. After the second contract year, you must pay the minimum
premium 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. The monthly deduction for the
death benefit guarantee will not be imposed on contracts for which the death
benefit guarantee is no longer in effect.
    
 
To pay the minimum premium, 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 contract months the contract has
been in effect. The monthly minimum premium indicated on the contract
specification page will remain a level amount until you reach age 70, or ten
years from the contract date, if later. At such time, the monthly minimum
premium will be substantially increased.
 
PLANNED PREMIUMS
 
When you purchase a contract, you will be asked to adopt a planned premium
schedule. The 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
it. 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 and the guideline annual premium for your
contract. The minimum premium is a level amount necessary to keep the death
benefit guarantee in effect. The guideline annual premium is a level amount
which should provide the benefits under the contract through age 95 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 your 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.
    
 
   
We will furnish you an annual report which will show personalized hypothetical
illustrations of your contract values under various performance scenarios and
assumed rates of return 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 net premium
payments 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
    
 
                                       23
<PAGE>   26
 
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, we may 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 we or the Fund, in our 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 pre-existing 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. If your transfer request is not made,
we will notify you. Current rules of the Commission preclude us 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.
 
DOLLAR COST AVERAGING
 
We administer a Dollar Cost Averaging ("DCA") program enabling you to
preauthorize automatic monthly or quarterly transfers of a specified dollar
amount
 
   
     - from any variable subaccount to any of the other subaccounts or the
       general account, or
    
 
   
     - 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 cash value of at
least $10,000. Each transfer under the DCA program must be at least $300, and at
least 12 transfers must be scheduled. No transfer fee will be charged for DCA
transfers. We 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.
 
                                       24
<PAGE>   27
 
TELEACCESS
 
If you first give us a pre-authorization form, contract and unit values and
interest rates can be checked and transfers may be made by telephoning us
between 7:00 a.m. and 7:00 p.m. (Eastern time) on days we are open for business,
at 1-800-366-6654, #8. You may only make one telephone transfer per day. We will
honor pre-authorized telephone transfer instructions from anyone who provides
the personal identifying information requested via TeleAccess. We will not honor
telephone transfer requests after the contractowner's death. For added security,
we send the contractowner a written confirmation of all telephone transfers on
the next business day. However, if we cannot complete a transfer as requested,
our customer service representative will contact the contractowner in writing
sent within 48 hours of the TeleAccess request. YOU MAY THINK THAT YOU HAVE
LIMITED THIS ACCESS TO YOURSELF, OR TO YOURSELF AND YOUR REPRESENTATIVE.
HOWEVER, ANYONE GIVING US THE NECESSARY IDENTIFYING INFORMATION CAN USE
TELEACCESS ONCE YOU AUTHORIZE ITS USE.
 
LAPSE
 
   
Provided you pay the minimum premium and thereby keep the death benefit
guarantee in effect, your contract will not lapse during the death benefit
guarantee period. If you fail to pay the minimum premium during the first two
contract years, your contract will lapse after a 61 day grace period. If your
contract lapses at any time within two years from the issue date or the date of
any increase, you may be entitled to a refund of a portion of the total sales
charge otherwise applicable to your contract.
    
 
If you fail to pay the minimum premium after the second contract year 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 begins when we mail the notice. The contract will
continue in force throughout the grace period, but if the required premium is
not received, the contract will terminate without value at the end of the grace
period. If you die 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.
 
REINSTATEMENT
 
If the contract lapses, you may apply for reinstatement anytime within five
years. Your contract will be reinstated if 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.
 
                                       25
<PAGE>   28
 
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.
 
REFUND RIGHT
 
   
Generally, we assess a contingent deferred sales charge if you surrender your
contract within the first ten contract years following the contract date or the
date of any increase. This is in addition to the 4% of premiums deducted for
sales load as a component of the premium expense charge. The contingent deferred
sales charge is a percentage of your premium payments made during the first two
contract years up to a maximum of two guideline annual premiums. Such percentage
varies with age at issue or increase. If the surrender takes place during the
first two years following the issue date or the date of any increase, however,
you will be entitled to a refund of a portion of the total sales charge that
otherwise would be assessed: the 4% front-end load plus the contingent deferred
sales charge imposed as part of the surrender charge.
    
 
The amount of your refund will be the difference between the combined 4%
front-end charge and the contingent deferred sales charge described above and
the maximum sales charge deductions for the first two contract years described
below. The maximum sales charge during the first contract year is the lesser of
30% of premiums paid or 30% of one guideline annual premium plus 9% of any
premium payment in excess of such guideline annual premium. During the second
contract year, the maximum sales charge is 10% of premium payments up to the
guideline annual premium and 9% of any excess. Consequently, if you surrender
your contract in full during the second contract year, the contingent deferred
sales charge will be limited to 30% of premiums paid in the first contract year
up to a guideline annual premium, 10% of premiums paid during the second
contract year up to a guideline annual premium and 9% of any premiums paid in
excess of a guideline annual premium in either or both years.
 
Legal requirements in connection with the refund right give rise to a timing
disparity for backdated contracts. The contract date is prior to the issue date
for a backdated contract. As a result, the refund right will extend beyond the
end of the second contract year for such contracts. To avoid any difference in
treatment between backdated and non-backdated contracts, we have structured the
contingent deferred sales charge to apply only to certain premium payments made
during the first two contract years. As a result, the refund right applies to
the same premium payments for both backdated and non-backdated contracts, even
though the right lasts longer in terms of contract months and years for the
latter type of contract.
 
Illustration of Refund. Assume that you are 45 years old, have paid $1,500 in
premiums in each of the first two contract years; your guideline annual premium
is $1,000; and still in the second contract year you decide to surrender your
contract.
 
In the absence of a refund right, we would assess a contingent deferred sales
charge of $920 (46% of $2,000, which is actual premiums paid up to two guideline
annual premiums in the first two contract years, there being no contingent
deferred sales charge on the $1,000 of premium payments in excess of two
guideline annual premiums). The $920 contingent deferred sales charge is in
addition to the $120 (4% of $3,000) charged as front-end sales load. Thus, in
the absence of a refund right, a total of $1,040 would be charged.
 
Based on the formula described above, however, the maximum allowable sales
charge in the second contract year is $490, which is the sum of $300 (30% of
$1,000, which is actual payments in the first contract year up to a
 
                                       26
<PAGE>   29
 
guideline annual premium) plus $100 (10% of $1,000, which is actual payments in
the second contract year up to a guideline annual premium) plus $90 (9% of
$1,000, which is actual payments in excess of a guideline annual premium in both
contract years). Consequently, upon surrender, you would receive your cash
surrender value plus $550 ($1,040 less $490, which is the difference between the
combined 4% front-end sales load ($120) plus the contingent deferred sales
charge generally applicable ($920) (totaling $1,040) and the maximum allowable
sales charge in the second contract year ($490)).
 
   
In addition, if your contract lapses within two years of the issue date or the
date of any increase, you will be entitled to a refund of a portion of the
combined 4% front-end sales load and the contingent deferred sales charge
allocated to your initial contract or increase during the first two contract
years. The amount of such refund will be calculated in the same manner as
described above with respect to surrenders, except that any amounts applied to
keep your contract in force during the grace period will be offset against such
refund.
    
 
                             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 sales load and a charge for the state premium tax
and any other state and local taxes applicable to your contract.
 
   
Sales Load. The contract is subject to a level sales load of 4% of all premiums
paid. Such sales load partially compensates us for our sales and distribution
expenses, including agents' commissions, advertising and the printing of
prospectuses and sales literature. Upon full and certain partial surrenders and
decreases in your stated amount during the first ten contract years, we also
impose a contingent deferred sales charge.
    
 
   
The same loading pattern is applied to the portion of premiums paid subsequent
to an increase in stated amount which are allocated to such increase.
    
 
The sales charge in any contract year is not necessarily related to actual
distribution expenses incurred in that year. Instead, we expect to incur the
majority of distribution expenses in the first contract year and to recover any
deficiency over the life of the contract and from our general assets, including
amounts derived from the mortality and expense risk charge and from mortality
gains. We have reviewed this arrangement and concluded that the distribution
financing arrangement will benefit the variable account and contractowners.
 
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 0% 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.
 
The amount of the initial credit equals 45% of the first contract year's maximum
commissionable premium or 45% of the maximum commissionable premium of an
increase, which is credited to the general account of the employee's contract
effective one day after the latest of the following three dates:
 
                                       27
<PAGE>   30
 
   
     - the policy approval date,
    
 
   
     - the policy effective date,
    
 
   
     - or the date the initial payment is received.
    
 
The subsequent credit, which is based on 3% of first year premium in excess of
the maximum commissionable premium plus 3% of premiums paid in contract years
two through six, is credited to the general account of the employee's contract
at the beginning of the seventh contract year. For any increase that occurs
during the first six contract years, the 45% initial credit on the increase
described above substitutes for the 3% subsequent credit on that portion of the
premium attributable to the increase.
 
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:
    
 
   
     - the cost of insurance,
    
 
   
     - an administration charge of $5 for the cost of establishing and
       maintaining contract records and processing applications and notices,
    
 
   
     - a risk charge of $.01 per $1,000 of your stated amount for the risk
       associated with the death benefit guarantee, and
    
 
   
     - 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, and rate class. 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 mortality table. 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.
    
 
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.
 
                                       28
<PAGE>   31
 
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 ten years from the contract date and to any increase for
ten years from the effective date of such increase, and (2) a contingent
deferred insurance underwriting charge, which applies for seven years from such
dates.
 
   
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, except
during the first two years from the date of issue or increase. If you surrender
your contract in full or it lapses during the two years following the issue date
and the effective date of any increase, you are entitled to a refund of a
portion of the total sales charge applicable to your initial contract or
increase. 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%-10%) of the total surrender charge. (.15 x $1,100 =
$165) and reduce your accumulation value by that amount, as well as by the
$2,500 you withdrew.
 
Contingent Deferred Sales Charge. The contingent deferred sales charge for your
initial contract is a percentage of premiums paid in the first two contract
years up to two guideline annual premiums. You are only required to pay a
minimum premium. If you pay higher premiums in the first two contract years,
your contract will be subject to a higher contingent deferred sales charge then
if you paid only such minimums. Similarly, only premiums allocated to an
increase within two years after such increase up to two guideline annual
premiums for such increase will be subject to the contingent deferred sales
charge. Accordingly, any premium paid either before or after such two year
period will not be subject to the contingent deferred sales charge. 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 ten contract years following the issue date or the date
of any increase.
 
   
The contingent deferred sales charge for an increase is a percentage of premiums
allocated to that increase during the two years following the effective date of
the increase. The contingent deferred sales charge percentages are scaled by age
at issue or increase, as set forth in the following table:
    
 
<TABLE>
<CAPTION>
AGE AT ISSUE                                              74 AND
OR INCREASE   0-55    55-60    61-65    66-68    69-73     OVER
- ------------  ----    -----    -----    -----    -----    ------
<S>           <C>     <C>      <C>      <C>      <C>      <C>
   Charge     46%      38%      30%      26%      20%      13%
</TABLE>
 
   
This charge is in addition to the 4% of premiums deducted for sales load as a
component of the premium expense charge.
    
 
   
While we are not obligated to do so under the contract, we currently intend to
grade-off the contingent deferred sales charge over the ten year period to which
it applies. The table below shows the percentage of the total of
    
 
                                       29
<PAGE>   32
 
   
such charge that we intend to impose on surrenders, lapses, decreases and
certain partial surrenders in each year the charge applies.
    
 
   
<TABLE>
<CAPTION>
 YEAR   PERCENTAGE OF TOTAL CHARGE
 ----   --------------------------
<S>     <C>
1 to 6             100%
  7                 80%
  8                 60%
  9                 40%
  10                20%
  11                0%
</TABLE>
    
 
   
We may impose 100% of the contingent deferred sales charge in each of the ten
years. We guarantee only that we will not impose such a charge more than ten
years after issue or an increase in stated amount.
    
 
   
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. The 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 $1,000 of Stated Amount            $ 3.00    $ 4.00    $ 5.00    $ 6.00
Maximum                                       $1,500    $2,000    $2,500    $3,000
</TABLE>
 
   
While we are not obligated to do so under the contract, we currently intend to
grade-off the contingent deferred insurance underwriting charge in accordance
with the following table. The table shows the percentage of the total charge we
intend to impose on surrenders, lapses, decreases and certain partial surrenders
in each year the charge applies.
    
 
   
<TABLE>
<CAPTION>
 YEAR   PERCENTAGE OF TOTAL CHARGE
 ----   --------------------------
<S>     <C>
1 to 4       100%
  5           75%
  6           50%
  7           25%
  8           0%
</TABLE>
    
 
   
We may impose 100% of the contingent deferred insurance underwriting charge in
each of seven successive years. We guarantee only that we will not impose such a
charge more than seven years after issue or an increase in stated amount.
    
 
   
The contingent deferred insurance underwriting charge compensates us for certain
insurance underwriting costs, including the selection and classification of
risks and processing medical evidence of insurability.
    
 
SERVICE CHARGES
 
   
A charge (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 $25, is charged for any
illustration of benefits and values that you may request after the issue date.
    
 
                                       30
<PAGE>   33
 
OTHER CHARGES
 
   
We may also 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 Funds pay their Advisers annual fees on the basis of each portfolio's
average daily net assets during the month for which the fees are paid. The fees
are described in the Fund prospectuses.
    
 
   
The total expenses of each of the Funds in 1998, as a percent of each Fund's net
assets, were:
    
 
   
<TABLE>
<S>                                                             <C>
Ohio National Fund:
  Equity Portfolio..........................................    0.64%
* Money Market Portfolio....................................    0.41%
  Bond Portfolio............................................    0.72%
  Omni Portfolio............................................    0.65%
  International Portfolio...................................    1.12%
  International Small Company Portfolio.....................    1.40%
  Capital Appreciation Portfolio............................    0.93%
  Small Cap Portfolio.......................................    0.91%
  Aggressive Growth Portfolio...............................    0.94%
  Core Growth Portfolio.....................................    1.13%
  Growth & Income Portfolio.................................    0.97%
  S&P 500 Index Portfolio...................................    0.49%
  Social Awareness Portfolio................................    0.81%
Janus Aspen Series:
* Growth Portfolio..........................................    0.68%
* Worldwide Growth Portfolio................................    0.72%
Goldman Sachs Variable Insurance Trust:
* Goldman Sachs Growth and Income Fund......................    0.90%
</TABLE>
    
 
   
* The investment advisers of these Funds voluntarily waived part or all of their
  fee and/or reimbursed the Fund to reduce Fund expenses. Without these
  voluntary fee waivers and reimbursements, the total expenses of these Funds
  would have been:
    
 
   
<TABLE>
<S>                                                             <C>
Money Market Portfolio                                           0.46%
Growth Portfolio                                                 0.75%
Worldwide Growth Portfolio                                       0.74%
Goldman Sachs Growth and Income Fund                             2.69%
</TABLE>
    
 
                               GENERAL PROVISIONS
 
VOTING RIGHTS
 
We will vote the Fund shares held in the various subaccounts of the variable
account at Fund shareholder meetings 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
Fund meeting. Voting instructions will be solicited in writing prior to such
meeting in accordance
 
                                       31
<PAGE>   34
 
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.
 
   
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.
    
 
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 should no
longer be available for investment or if, in the judgment of management, further
investment in shares of the 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.
 
   
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 an illustration report. This report will be based on
planned premiums, guaranteed cost of insurance and guaranteed interest, if any.
It will show the estimated accumulation value of your contract one year from the
date of the report. We may charge a fee of not more than $25 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.
 
                                       32
<PAGE>   35
 
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.
 
SUICIDE
 
   
The contract does not cover the risk of suicide within two years from the
contract date or two years from the date of any increase in stated amount with
respect to that 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:
 
   
     - 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;
    
 
   
     - the Commission by order permits postponement for the protection of
       contractowners; or
    
 
   
     - 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.
    
 
We 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.
 
                                       33
<PAGE>   36
 
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.
 
   
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 cash 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.
    
 
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, minus 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 loans and interest thereon or transfers to the variable
account or the loan collateral 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 cost of insurance,
waiver of premium, 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.
    
 
                                       34
<PAGE>   37
 
SETTLEMENT OPTIONS
 
   
In addition to a lump sum payment of benefits under the contract, 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
can change the interval of payments if necessary to increase the payments to at
least $25 each.
    
 
                          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.
 
   
Ohio National Equities, Inc. ("ONEQ"), another wholly-owned subsidiary of Ohio
National Life, is the principal underwriter of the contracts. Under a
distribution and service agreement with ONEQ, we reimburse it for any expenses
incurred by it in connection with the distribution of the contracts. This
agreement may be terminated at any time by either party on 60 days' written
notice. During 1998, the variable account received $33,940,186 in premium
payments for variable life insurance contracts. From this amount, we paid ONEQ
$184,666 in sales loads.
    
 
   
The officers and directors of ONEQ are:
    
 
   
<TABLE>
<S>                                         <C>
David B. O'Maley..........................  Director and Chairman
John J. Palmer............................  Director and President
Thomas A. Barefield.......................  Senior Vice President
Trudy K. Backus...........................  Director and Vice President
James I. Miller II........................  Director and Vice President
Ronald L. Benedict........................  Director and Secretary
Joni L. Dunn..............................  Vice President and Compliance Officer
Barbara A. Turner.........................  Operations Vice President and Treasurer
</TABLE>
    
 
                                       35
<PAGE>   38
 
                           MANAGEMENT OF THE COMPANY
 
OFFICERS AND DIRECTORS
 
<TABLE>
<CAPTION>
                     NAME                                    RELATIONSHIP WITH COMPANY*
                     ----                                    --------------------------
<S>                                                <C>
Trudy K. Backus                                    Vice President, Individual Insurance Services
Thomas A. Barefield                                Senior Vice President, Institutional Sales
Howard C. Becker                                   Senior Vice President, Individual Insurance &
                                                   Corporate Services
Ronald L. Benedict                                 Corporate Vice President, Counsel & Secretary
Robert A. Bowen                                    Senior Vice President, Information Systems
Roylene M. Broadwell                               Vice President & Treasurer
Michael A. Boedeker                                Vice President, Fixed Income Securities
Joseph P. Brom                                     Director and Senior Vice President & Chief
                                                   Investment Officer
David W. Cook                                      Senior Vice President & Actuary
Dennis C. Twargowski                               Vice President, Career Marketing
Ronald J. Dolan                                    Director and Senior Vice President & Chief
                                                   Financial Officer
John Houser III                                    Vice President, Claims
Thomas O. Olson                                    Vice President, Underwriting
David B. O'Maley                                   Director and Chairman, President & Chief
                                                   Executive Officer
John J. Palmer                                     Director & Senior Vice President, Strategic
                                                   Initiatives
George B. Pearson                                  Vice President, PGA Marketing
D. Gates Smith                                     Senior Vice President, Sales
Michael D. Stohler                                 Vice President, Mortgages & Real Estate
Stuart G. Summers                                  Director and Senior Vice President & General
                                                   Counsel
Stephen T. Williams                                Vice President, Equity Securities
</TABLE>
 
*The principal occupation of each of the above is an officer of Ohio National
Life, with the same title as with us. The principal business address of each is:
 
One Financial Way
Cincinnati, Ohio 45242
 
Our officers, directors and employees 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.
 
                                   CUSTODIAN
 
Pursuant to a written agreement, Firstar Bank, N.A., 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
us. 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.
 
                                       36
<PAGE>   39
 
                        STATE REGULATION OF THE COMPANY
 
We are organized under the laws of the State of Ohio and are 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 our financial condition as of December 31 of the
preceding year. Periodically, the Superintendent examines our assets and
liabilities and those of the variable account and verifies their adequacy. A
full examination of our operations is conducted by the National Association of
Insurance Commissioners at least every five years.
 
In addition, we are subject to the insurance laws and regulations of other
states in which we are 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 our 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 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
 
   
     - after the taxpayer's attaining age 59 1/2,
    
 
   
     - as a result of his or her disability or
    
 
   
     - in one of several prescribed forms of annuity payments.
    
 
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
 
                                       37
<PAGE>   40
 
"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
 
We are 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 our 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 that
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 the 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. We are 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 our right to issue the contract under the
Insurance Law of the State of Ohio have been passed upon by Ronald L. Benedict,
Corporate Vice President, Counsel and Secretary of Ohio National Life.
 
                                       38
<PAGE>   41
 
                                    EXPERTS
 
The financial statements of Variable Account R as of December 31, 1998 and for
each of the periods indicated herein and the financial statements of the Company
as of December 31, 1998 and 1997 and for the periods indicated herein included
in this prospectus have been included herein in reliance upon the reports of
KPMG 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 Vari-Vest IV contract. 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 us, the variable account, and the contract. 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
 
Our financial statements which are included in this prospectus should be
considered only as bearing on our ability to meet our obligations under the
contract. They should not be considered as bearing on the investment performance
of the assets held in the variable account.
 
   
THE YEAR 2000 ISSUE
    
 
   
We have developed a plan to make our computer systems and applications function
correctly after January 1, 2000. We have completed conversion testing and
implementation of all mission-critical internal systems as of December 31, 1998.
While we have been assured by suppliers of financial services (including
underlying mutual funds, custodians, transfer agents and accounting agents) that
their systems either are already compliant or will be so by December 31, 1999,
our internal auditors intend to independently test those systems (other than
systems of unaffiliated mutual funds and their suppliers) to verify their
compliance. Failure by us or one of our suppliers to achieve timely and complete
compliance could materially impair our ability to conduct our business,
including our ability to accurately and timely value interests in the contracts.
    
 
                                       39
<PAGE>   42
 
                      (This page intentionally left blank)
 
                                       40
<PAGE>   43
 
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                              Financial Statements
    
 
   
                           December 31, 1998 and 1997
    
 
   
                   With Independent Auditors' Report Thereon
    
 
                                       41
<PAGE>   44
 
   
                          INDEPENDENT AUDITORS' REPORT
    
 
   
The Board of Directors
    
   
Ohio National Life Assurance Corporation:
    
 
   
We have audited the accompanying balance sheets of Ohio National Life Assurance
Corporation (the Company) as of December 31, 1998 and 1997, and the related
statements of income, stockholder's equity and cash flows for each of the years
in the three-year period ended December 31, 1998. 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. 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 Life Assurance
Corporation as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for each of the years in the three-year period ended December
31, 1998 in conformity with generally accepted accounting principles.
    
   
KPMG LOGO
    
 
   
Cincinnati, Ohio
    
   
January 29, 1999
    
 
                                       42
<PAGE>   45
 
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                                 BALANCE SHEETS
    
   
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
    
   
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
    
 
   
<TABLE>
<CAPTION>
                                                                 1998         1997
                                                              ----------    ---------
<S>                                                           <C>           <C>
ASSETS
Investments (notes 4, 7 and 8):
  Fixed maturities available-for-sale, at fair value          $  606,434      510,446
  Fixed maturities held-to-maturity, at amortized cost            97,576       57,354
  Mortgage loans on real estate, net                             229,647      215,230
  Policy loans                                                    40,597       38,126
  Short-term investments                                           8,997       18,993
                                                              ----------    ---------
          Total investments                                      983,251      840,149
Cash                                                               6,203        7,088
Accrued investment income                                         11,963       10,183
Deferred policy acquisition costs                                138,582      123,661
Reinsurance recoverables                                         105,119       81,378
Other assets                                                       3,791        2,863
Assets held in Separate Accounts                                 103,306       75,934
                                                              ----------    ---------
          Total assets                                        $1,352,215    1,141,256
                                                              ==========    =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Future policy benefits and claims (note 5)                    $1,001,501      850,313
Other policyholder funds                                           2,357        2,502
Accrued Federal income tax (note 6):
  Current                                                          1,796          875
  Deferred                                                        11,355       12,179
Other liabilities                                                 19,705       14,874
Liabilities related to Separate Accounts                         103,306       75,934
                                                              ----------    ---------
          Total liabilities                                   $1,140,020      956,677
                                                              ----------    ---------
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        9,600
  Additional paid-in capital                                      27,025       27,025
  Accumulated other comprehensive income                          12,211       10,327
  Retained earnings                                              163,359      137,627
                                                              ----------    ---------
          Total stockholder's equity                             212,195      184,579
Commitments and contingencies (notes 11 and 12)
                                                              ----------    ---------
          Total liabilities and stockholder's equity          $1,352,215    1,141,256
                                                              ==========    =========
</TABLE>
    
 
   
                See accompanying notes to financial statements.
    
                                       43
<PAGE>   46
 
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                              STATEMENTS OF INCOME
    
   
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
    
   
                                 (IN THOUSANDS)
    
 
   
<TABLE>
<CAPTION>
                                                               1998       1997       1996
                                                              -------    -------    -------
<S>                                                           <C>        <C>        <C>
Revenues (note 11):
  Universal life, annuity and investment product policy
     charges                                                  $60,609     51,416     45,330
  Traditional life and accident and health insurance
     premiums                                                  10,975     11,068     10,589
  Net investment income (note 4)                               69,547     61,348     56,032
  Other income                                                  3,146      2,265      1,861
  Net realized gains on investments (note 4)                      201      1,411        168
                                                              -------    -------    -------
                                                              144,478    127,508    113,980
                                                              -------    -------    -------
Benefits and expenses (notes 10 and 11):
  Benefits and claims                                          76,663     67,627     64,181
  Amortization of deferred policy acquisition costs            12,443      5,787      7,595
  Other operating costs and expenses                           15,398     15,676     14,432
                                                              -------    -------    -------
                                                              104,504     89,090     86,208
                                                              -------    -------    -------
     Income before Federal income tax                          39,974     38,418     27,772
                                                              -------    -------    -------
Federal income tax (note 6):
  Current expense                                              16,013     14,361     12,986
  Deferred tax (benefit) expense                               (1,771)       315     (2,383)
                                                              -------    -------    -------
                                                               14,242     14,676     10,603
                                                              -------    -------    -------
     Net income                                               $25,732     23,742     17,169
                                                              =======    =======    =======
</TABLE>
    
 
   
                See accompanying notes to financial statements.
    
                                       44
<PAGE>   47
 
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                       STATEMENTS OF STOCKHOLDER'S EQUITY
    
   
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
    
   
                                 (IN THOUSANDS)
    
 
   
<TABLE>
<CAPTION>
                                                                  ACCUMULATED
                                                   ADDITIONAL        OTHER                        TOTAL
                                        CAPITAL     PAID-IN      COMPREHENSIVE    RETAINED    STOCKHOLDER'S
                                        SHARES      CAPITAL         INCOME        EARNINGS       EQUITY
                                        -------    ----------    -------------    --------    -------------
<S>                                     <C>        <C>           <C>              <C>         <C>
1996:
  Balance, beginning of year            $9,600       27,025          9,558         96,716        142,899
  Comprehensive income:
     Net income                             --           --             --         17,169         17,169
     Other comprehensive loss (note
       13)                                  --           --         (8,265)            --         (8,265)
                                                                                                 -------
  Total comprehensive income                                                                       8,904
                                        ------       ------         ------        -------        -------
  Balance, end of year                  $9,600       27,025          1,293        113,885        151,803
                                        ======       ======         ======        =======        =======
1997:
  Balance, beginning of year            $9,600       27,025          1,293        113,885        151,803
  Comprehensive income:
     Net income                             --           --             --         23,742         23,742
     Other comprehensive income (note
       13)                                  --           --          9,034             --          9,034
                                                                                                 -------
  Total comprehensive income                                                                      32,776
                                        ------       ------         ------        -------        -------
  Balance, end of year                  $9,600       27,025         10,327        137,627        184,579
                                        ======       ======         ======        =======        =======
1998:
  Balance, beginning of year            $9,600       27,025         10,327        137,627        184,579
  Comprehensive income:
     Net income                             --           --             --         25,732         25,732
     Other comprehensive income (note
       13)                                  --           --          1,884             --          1,884
                                                                                                 -------
  Total comprehensive income                                                                      27,616
                                        ------       ------         ------        -------        -------
  Balance, end of year                  $9,600       27,025         12,211        163,359        212,195
                                        ======       ======         ======        =======        =======
</TABLE>
    
 
   
                See accompanying notes to financial statements.
    
                                       45
<PAGE>   48
 
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                            STATEMENTS OF CASH FLOWS
    
 
   
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
    
   
                                 (IN THOUSANDS)
    
 
   
<TABLE>
<CAPTION>
                                                                1998         1997       1996
                                                              ---------    --------    -------
<S>                                                           <C>          <C>         <C>
Cash flows from operating activities:
  Net income                                                  $  25,732      23,742     17,169
  Adjustments to reconcile net income to net cash provided
     by operating activities:
       Capitalization of deferred policy acquisition costs      (28,516)    (23,855)   (21,075)
       Amortization of deferred policy acquisition costs         12,443       5,787      7,595
       Amortization and depreciation                                213       1,297        857
       Realized gains on invested assets, net                      (201)     (1,411)      (168)
       (Increase) decrease in accrued investment income          (1,780)     (1,518)         9
       Increase in reinsurance receivables and other assets     (24,669)     (6,225)    (2,078)
       Increase in policyholder account balances                 19,025       6,672      5,664
       (Decrease) increase in other policyholder funds             (145)        215         95
       Increase (decrease) in current Federal income tax
          payable                                                   921         184     (9,942)
       Increase in other liabilities                              4,831       2,539      7,223
       Other, net                                                (2,635)     (5,081)    (2,381)
                                                              ---------    --------    -------
          Net cash provided by operating activities               5,219       2,346      2,968
                                                              ---------    --------    -------
Cash flows from investing activities:
  Proceeds from maturity of fixed maturities
     available-for-sale                                          32,256      84,974     25,680
  Proceeds from maturity of fixed maturities
     held-to-maturity                                             7,964      11,039      4,866
  Proceeds from repayment of mortgage loans on real estate       38,862      46,468     23,694
  Cost of fixed maturities available-for-sale acquired         (123,507)   (136,593)   (40,814)
  Cost of fixed maturities held-to-maturity acquired            (48,181)    (25,966)    (2,632)
  Cost of mortgage loans on real estate acquired                (53,186)    (84,114)   (39,122)
  Change in policy loans, net                                    (2,471)     (3,191)    (2,985)
                                                              ---------    --------    -------
          Net cash used in investing activities                (148,263)   (107,383)   (31,313)
                                                              ---------    --------    -------
Cash flows from financing activities:
  Increase in universal life and investment product account
     balances                                                   265,733     205,445    135,352
  Decrease in universal life and investment product account
     balances                                                  (133,570)   (110,729)   (87,496)
                                                              ---------    --------    -------
          Net cash provided by financing activities             132,163      94,716     47,856
                                                              ---------    --------    -------
Net (decrease) increase in cash and cash equivalents            (10,881)    (10,321)    19,511
Cash and cash equivalents, beginning of year                     26,081      36,402     16,891
                                                              ---------    --------    -------
Cash and cash equivalents, end of year                        $  15,200      26,081     36,402
                                                              =========    ========    =======
</TABLE>
    
 
   
                See accompanying notes to financial statements.
    
                                       46
<PAGE>   49
 
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                         NOTES TO FINANCIAL STATEMENTS
    
 
   
                        DECEMBER 31, 1998, 1997 AND 1996
    
   
                                 (IN THOUSANDS)
    
 
   
(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 stock 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 products and by
     operating throughout the United States, thus reducing its exposure to any
     single product or jurisdiction, and also by employing underwriting
     practices which identify and minimize the adverse impact of this risk.
    
 
   
     Credit Risk is the risk that issuers of securities owned by the Company or
     mortgagors on mortgage loans on real estate owned by the Company will
     default or that other parties, including reinsurers, which owe the Company
     money, will not pay. The Company minimizes this risk by adhering to a
     conservative investment strategy, by maintaining sound reinsurance and
     credit and collection policies and by providing for any amounts deemed
     uncollectible.
    
 
   
     Interest Rate Risk is the risk that interest rates will change and cause a
     decrease in the value of an insurer's investments. This change in rates may
     cause certain interest-sensitive products to become uncompetitive or may
     cause disintermediation. The Company mitigates this risk by charging fees
     for non-conformance with certain policy provisions, by offering products
     that transfer this risk to the purchaser, and/or by attempting to match the
     maturity schedule of its assets with the expected payouts of its
     liabilities. To the extent that liabilities come due more quickly than
     assets mature, an insurer would have to borrow funds or sell assets prior
     to maturity and potentially recognize a gain or loss.
    
 
   
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    
 
   
The significant accounting policies followed by the Company that materially
affect financial reporting are summarized below. The accompanying 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).
    
 
                                       47
<PAGE>   50
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY-OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
                        DECEMBER 31, 1998, 1997 AND 1996
                                 (IN THOUSANDS)
 
   
     (a) VALUATION OF INVESTMENTS AND RELATED GAINS AND LOSSES
    
 
   
        The Company is required to classify its fixed maturity 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 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.
    
 
   
        Mortgage loans on real estate are carried at the unpaid principal
        balance less valuation allowances. The Company provides valuation
        allowances for impairments of mortgage loans on real estate based on a
        review by portfolio managers. The measurement of impaired loans is based
        on the present value of expected future cash flows discounted at the
        loan's effective interest rate or at the fair value of the collateral,
        if the loan is collateral dependent. Loans in foreclosure and loans
        considered to be impaired as of the balance sheet date are placed on
        non-accrual status and written down to the fair value of the existing
        property to derive a new cost basis. Cash receipts on non-accrual status
        mortgage loans on real estate are included in interest income in the
        period received.
    
 
   
        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.
    
 
   
     (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.
    
 
                                       48
<PAGE>   51
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY-OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
                        DECEMBER 31, 1998, 1997 AND 1996
                                 (IN THOUSANDS)
 
   
     (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)).
    
 
   
     (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 is included as part of the consolidated Federal income tax return
        of its ultimate parent, Ohio National Mutual Holdings, Inc. 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.
    
 
                                       49
<PAGE>   52
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY-OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
                        DECEMBER 31, 1998, 1997 AND 1996
                                 (IN THOUSANDS)
 
   
     (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 accompanying financial statements have been prepared in accordance with GAAP
which differs from statutory accounting practices prescribed or permitted by
regulatory authorities. Annual Statements for ONLAC filed with the Department of
Insurance of the State of Ohio, are prepared on a basis of accounting practices
prescribed or permitted by such regulatory authority. Prescribed statutory
accounting practices include a variety of publications of the National
Association of Insurance Commissioners (NAIC), as well as state laws,
regulations and general administrative rules. Permitted statutory accounting
practices encompass all accounting practices not so prescribed. The Company has
no material permitted statutory accounting practices.
    
 
   
The statutory basis capital and surplus of ONLAC as of December 31, 1998 and
1997 was $114,373 and $98,902, respectively. The statutory basis net income of
ONLAC for the years ended December 31, 1998, 1997 and 1996 was $16,524, $15,540
and $12,018, respectively.
    
 
                                       50
<PAGE>   53
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
    
 
   
                        DECEMBER 31, 1998, 1997 AND 1996
    
   
                                 (IN THOUSANDS)
    
 
   
(4) INVESTMENTS
    
 
   
An analysis of investment income and realized gains (losses) by investment type
follows for the years ended December 31:
    
 
   
<TABLE>
<CAPTION>
                                                                     REALIZED GAINS (LOSSES) ON
                                           INVESTMENT INCOME                 INVESTMENTS
                                      ---------------------------    ---------------------------
                                       1998       1997      1996      1998      1997       1996
                                      -------    ------    ------    ------    -------    ------
<S>                                   <C>        <C>       <C>       <C>       <C>        <C>
Fixed maturities available-for-sale   $40,678    34,847    33,092     $106        346       (32)
Fixed maturities held-to-maturity       5,036     4,222     4,244        2        185        15
Mortgage loans on real estate          19,636    18,007    15,893       58        900       213
Short-term                              1,824     2,121       848       --         --        --
Other                                   2,898     2,749     2,452       --         --         4
                                      -------    ------    ------     ----      -----       ---
           Total                       70,072    61,946    56,529      166      1,431       200
Investment expenses                      (525)     (598)     (497)
Change in valuation allowance for
  mortgage loans on real estate                                         35        (20)      (32)
                                      -------    ------    ------
        Net investment income         $69,547    61,348    56,032
                                      =======    ======    ======     ----      -----       ---
        Net realized gains on
           investments                                                $201      1,411       168
                                                                      ====      =====       ===
</TABLE>
    
 
   
The components of unrealized gains on fixed maturities available-for-sale, net,
were as follows as of December 31:
    
 
   
<TABLE>
<CAPTION>
                                                       1998       1997
                                                      -------    -------
<S>                                                   <C>        <C>
Gross unrealized gains                                $32,911     28,927
  Adjustment to deferred policy acquisition costs     (11,803)   (10,650)
  Deferred Federal income tax                          (8,897)    (7,950)
                                                      -------    -------
                                                      $12,211     10,327
                                                      =======    =======
</TABLE>
    
 
   
An analysis of the change in gross unrealized gains (losses) on fixed maturities
available-for-sale and fixed maturities held-to-maturity follows for the years
ended December 31:
    
 
   
<TABLE>
<CAPTION>
                                              1998      1997      1996
                                             ------    ------    -------
<S>                                          <C>       <C>       <C>
Fixed maturities available-for-sale          $3,984    21,814    (20,254)
Fixed maturities held-to-maturity            $3,173       809     (2,641)
</TABLE>
    
 
                                       51
<PAGE>   54
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
    
 
   
                        DECEMBER 31, 1998, 1997 AND 1996
    
   
                                 (IN THOUSANDS)
    
 
   
The amortized cost and estimated fair value of fixed maturities
available-for-sale and fixed maturities held-to-maturity were as follows:
    
 
   
<TABLE>
<CAPTION>
                                               DECEMBER 31, 1998                                 DECEMBER 31, 1997
                                -----------------------------------------------   -----------------------------------------------
                                              GROSS        GROSS      ESTIMATED                 GROSS        GROSS      ESTIMATED
                                AMORTIZED   UNREALIZED   UNREALIZED     FAIR      AMORTIZED   UNREALIZED   UNREALIZED     FAIR
                                  COST        GAINS        LOSSES       VALUE       COST        GAINS        LOSSES       VALUE
                                ---------   ----------   ----------   ---------   ---------   ----------   ----------   ---------
<S>                             <C>         <C>          <C>          <C>         <C>         <C>          <C>          <C>
Fixed maturities
  available-for-sale
  U.S. Treasury securities and
    obligations of U.S
    government operations and
    agencies                    $ 52,778       9,530           --       62,308      52,838       5,277          --        58,115
  Obligations of states and
    political subdivisions         5,202         265          (36)       5,431       5,358         309         (90)        5,577
  Corporate securities           377,168      21,463       (6,381)     392,250     288,284      19,953        (247)      307,990
  Mortgage-backed securities     138,375       8,210         (140)     146,445     135,039       3,905        (180)      138,764
                                --------      ------       ------      -------     -------      ------        ----       -------
                                $573,523      39,468       (6,557)     606,434     481,519      29,444        (517)      510,446
                                ========      ======       ======      =======     =======      ======        ====       =======
Fixed maturities
  held-to-maturity
  Corporate securities          $ 95,011       8,008          (14)     103,005      54,759       5,014         (36)       59,737
  Other                            2,565         483           --        3,048       2,595         326          --         2,921
                                --------      ------       ------      -------     -------      ------        ----       -------
                                $ 97,576       8,491          (14)     106,053      57,354       5,340         (36)       62,658
                                ========      ======       ======      =======     =======      ======        ====       =======
</TABLE>
    
 
   
The amortized cost and estimated fair value of fixed maturities
available-for-sale and fixed maturities held-to-maturity as of December 31,
1998, 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 MATURIES             FIXED MATURIES
                                                   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                          $  2,663        2,773        2,341         2,519
Due after one year through five years              65,287       67,407       17,793        18,833
Due after five years through ten years            162,094      167,793       48,546        52,378
Due after ten years                               343,479      368,461       28,896        32,323
                                                 --------      -------       ------       -------
                                                 $573,523      606,434       97,576       106,053
                                                 ========      =======       ======       =======
</TABLE>
    
 
   
There were no sales of fixed maturities available-for-sale in 1998, 1997 and
1996. Investments with an amortized cost of $3,460 and $4,388 as of December 31,
1998 and 1997, respectively, 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 1998, and no foreclosures are in process as of December
31, 1998.
    
 
                                       52
<PAGE>   55
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
    
 
   
                        DECEMBER 31, 1998, 1997 AND 1996
    
   
                                 (IN THOUSANDS)
    
 
   
(5) FUTURE POLICY BENEFIT AND CLAIMS
    
 
   
The liability for future policy benefits for universal life policies and
investment contracts (approximately 86% and 85% of the total liability for
future policy benefits as of December 31, 1998 and 1997, respectively) 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 5.6% and 5.5% as of December 31, 1998 and 1997, respectively.
    
 
   
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 policies issued in 1998 and 1997 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 65% and 66% of the future policy
benefit liability is calculated on a net level reserve basis as of December 31,
1998 and 1997, respectively.
    
 
   
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).
    
 
   
(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, 1998.
    
 
   
Total income taxes for the year ended December 31, 1998, 1997 and 1996 were
allocated as follows:
    
 
   
<TABLE>
<CAPTION>
                                              1998       1997      1996
                                             -------    ------    ------
<S>                                          <C>        <C>       <C>
Operations                                   $14,242    14,676    10,603
Unrealized gains (losses) on securities
  available-for-sale                             947     5,080    (3,739)
                                             -------    ------    ------
                                             $15,189    19,756     6,864
                                             =======    ======    ======
</TABLE>
    
 
                                       53
<PAGE>   56
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
    
 
   
                        DECEMBER 31, 1998, 1997 AND 1996
    
   
                                 (IN THOUSANDS)
    
 
   
Total Federal income tax expense for the years ended December 31, 1998, 1997 and
1996 differs from the amount computed by applying the U.S. Federal income tax
rate to income before Federal income tax as follows:
    
 
   
<TABLE>
<CAPTION>
                                            1998               1997              1996
                                       ---------------    --------------    --------------
                                       AMOUNT      %      AMOUNT     %      AMOUNT     %
                                       -------    ----    ------    ----    ------    ----
<S>                                    <C>        <C>     <C>       <C>     <C>       <C>
Computed (expected) tax expense        $13,991    35.0    13,447    35.0     9,720    35.0
Differential earnings                     (225)   (0.6)      611     1.6     1,023     3.7
Tax exempt interest and dividends
  received deduction                       (57)   (0.1)      (20)   (0.1)      (38)   (0.1)
Other, net                                 533     1.3       638     1.7      (102)   (0.4)
                                       -------    ----    ------    ----    ------    ----
           Total expense and
             effective rate            $14,242    35.6    14,676    38.2    10,603    38.2
                                       =======    ====    ======    ====    ======    ====
</TABLE>
    
 
   
Total Federal income tax paid during the years ended December 31, 1998, 1997 and
1996 was $15,092, $14,176, and $22,928 (net of refunds of $1,773, $0 and $0),
respectively.
    
 
   
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, 1998
and 1997 are as follows:
    
 
   
<TABLE>
<CAPTION>
                                                       1998       1997
                                                      -------    ------
<S>                                                   <C>        <C>
Deferred tax assets:
  Future policy benefits                              $32,780    29,095
  Mortgage loans and real estate                          811       823
  Other                                                    76       540
                                                      -------    ------
           Total gross deferred tax assets             33,667    30,458
                                                      -------    ------
Deferred tax liabilities:
  Deferred policy acquisition costs                    33,201    32,039
  Fixed maturities available-for-sale                  11,821    10,582
  Other                                                    --        16
                                                      -------    ------
           Total gross deferred tax liabilities        45,022    42,637
                                                      -------    ------
           Net deferred tax liability                 $11,355    12,179
                                                      =======    ======
</TABLE>
    
 
   
The Company has determined that a deferred tax asset valuation allowance was not
needed as of December 31, 1998 and 1997. 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, 1998.
    
 
                                       54
<PAGE>   57
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
    
 
   
                        DECEMBER 31, 1998, 1997 AND 1996
    
   
                                 (IN THOUSANDS)
    
 
   
(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, Policy Loans and Other Policyholder
     Funds -- 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 duration 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.
    
 
   
     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.
    
 
   
     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.
    
 
                                       55
<PAGE>   58
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
    
 
   
                        DECEMBER 31, 1998, 1997 AND 1996
    
   
                                 (IN THOUSANDS)
    
 
   
The 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:
    
 
   
<TABLE>
<CAPTION>
                                                             1998                      1997
                                                    ----------------------    ----------------------
                                                    CARRYING    ESTIMATED     CARRYING    ESTIMATED
                                                     AMOUNT     FAIR VALUE     AMOUNT     FAIR VALUE
                                                    --------    ----------    --------    ----------
            <S>                                     <C>         <C>           <C>         <C>
            ASSETS
              Investments:
                 Fixed maturities
                    available-for-sale              $606,434     606,434      510,446      510,446
                 Fixed maturities held-to-maturity    97,576     106,053       57,354       62,658
                 Mortgage loans on real estate       229,647     250,380      215,230      233,075
                 Policy loans                         40,597      40,597       38,126       38,126
                 Short-term investments                8,997       8,997       18,993       18,993
              Cash                                     6,203       6,203        7,088        7,088
              Assets held in Separate Accounts       103,306     103,306       75,934       75,934
            LIABILITIES
              Deferred and immediate annuity
                 contracts                          $104,464     105,010      102,344      101,758
              Other policyholder funds                 2,357       2,357        2,502        2,502
              Liabilities related to Separate
                 Accounts                            103,306     103,306       75,934       75,934
</TABLE>
    
 
   
(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 11% in
any state at December 31, 1998. The summary below depicts loan exposure of
remaining principal balances type at December 31:
    
 
   
<TABLE>
<CAPTION>
                                                                           1998       1997
                                                                         --------    -------
            <S>                                                          <C>         <C>
            MORTGAGE ASSETS BY TYPE
              Office                                                     $ 75,553     51,294
              Retail                                                       50,323     57,792
              Apartments                                                   48,017     46,490
              Industrial                                                   36,926     38,183
              Other                                                        21,145     23,823
                                                                         --------    -------
                                                                          231,964    217,582
                       Less valuation allowances                            2,317      2,352
                                                                         --------    -------
                       Total mortgage loans on real estate, net          $229,647    215,230
                                                                         ========    =======
</TABLE>
    
 
                                       56
<PAGE>   59
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
    
 
   
                        DECEMBER 31, 1998, 1997 AND 1996
    
   
                                 (IN THOUSANDS)
    
 
   
(9) REGULATORY RISK-BASED CAPITAL AND DIVIDEND RESTRICTIONS ON RETAINED EARNINGS
    
 
   
Based upon the December 31, 1998 and 1997 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, 1998, $146,121 of retained earnings, as presented in the
accompanying financial statements, is restricted as to dividend payments in
1999.
    
 
   
(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
of approximately $12,800, $11,400, and $11,400 in 1998, 1997, and 1996,
respectively.
    
 
   
(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>
                                          1998                      1997                      1996
                                 ----------------------    ----------------------    ----------------------
                                                NON-                      NON-                      NON-
                                 AFFILIATE    AFFILIATE    AFFILIATE    AFFILIATE    AFFILIATE    AFFILIATE
                                 ---------    ---------    ---------    ---------    ---------    ---------
<S>                              <C>          <C>          <C>          <C>          <C>          <C>
Premiums                          $25,760      24,316       20,473        18,953      18,523       17,793
Benefits incurred                  12,797       9,707       12,075         7,140      11,571       13,345
Commission and expense
  allowances                        2,987       2,514        2,374         3,241       2,173        4,770
Reinsurance recoverable:
Reserves for future policy
  benefits                         44,773      48,077       36,543        40,455      38,048       36,248
Policy and contract claims
  payable                           2,356       3,645        1,318           987         969        1,103
</TABLE>
    
 
   
Net traditional life and accident and health premium income in 1998, 1997 and
1996 is summarized as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                1998       1997       1996
                                                               -------    -------    -------
         <S>                                                   <C>        <C>        <C>
         Direct premiums earned                                $58,686     48,313     44,586
         Reinsurance assumed                                     2,365      2,181      2,319
         Reinsurance ceded                                     (50,076)   (39,426)   (36,316)
                                                               =======    =======    =======
                 Net premiums earned                           $10,975     11,068     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.
    
 
                                       57
<PAGE>   60
   
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
    
   
                         (A WHOLLY-OWNED SUBSIDIARY OF
    
   
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)
    
 
   
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
    
 
   
                        DECEMBER 31, 1998, 1997 AND 1996
    
   
                                 (IN THOUSANDS)
    
 
   
(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.
    
 
   
(13) COMPREHENSIVE INCOME
    
 
   
Pursuant to Financial Accounting Standards Board (FASB) Statement No. 130,
"Reporting Comprehensive Income", the Consolidated Statements of Shareholders'
Equity include a new measure called "Comprehensive Income". Comprehensive Income
includes net income as well as certain items that are reported directly within a
separate component of shareholders' equity that bypass net income. The
components of other comprehensive income, including the related Federal tax
amounts, were as follows for the years ended December 31:
    
 
   
<TABLE>
<CAPTION>
                                                   1998      1997      1996
                                                  ------    ------    -------
<S>                                               <C>       <C>       <C>
Unrealized gains (losses) on securities
  available-for-sale arising during the period:
        Net of adjustment to deferred policy
           acquisition costs                      $3,358    14,126    (11,669)
        Related federal tax (expense) benefit     (1,131)   (4,944)     4,084
                                                  ------    ------    -------
           Net                                     2,227     9,182     (7,585)
                                                  ------    ------    -------
Reclassification adjustment for net losses on
  securities available-for-sale realized during
  the period:
        Gross                                        527       227      1,046
        Related federal tax benefit                 (184)      (79)      (366)
                                                  ------    ------    -------
           Net                                       343       148        680
                                                  ------    ------    -------
           Total other comprehensive income
             (loss)                               $1,884     9,034     (8,265)
                                                  ======    ======    =======
</TABLE>
    
 
                                       58
<PAGE>   61
 
OHIO NATIONAL VARIABLE ACCOUNT R
INDEPENDENT AUDITORS' REPORT
 
The Board of Directors of
The Ohio National Life Insurance Company
 
and Contract Owners of
Ohio National Variable Account R:
 
We have audited the accompanying statements of assets and contract owners'
equity of Ohio National Variable Account R (comprised of the Equity, Money
Market, Bond, Omni, International, Capital Appreciation, Small Cap, Global
Contrarian, Aggressive Growth, S&P 500 Index, Social Awareness, Core Growth,
Growth & Income and Montgomery Asset Emerging Market subaccounts) as of December
31, 1998, and the related statements of operations and changes in contract
owners' equity for each of the periods indicated herein. These financial
statements are the responsibility of the 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, 1998, by correspondence with
the transfer agents of the underlying mutual funds. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ohio National Variable Account
R as of December 31, 1998, and the results of its operations and its changes in
contract owners' equity for each of the years indicated herein in conformity
with generally accepted accounting principles.
                                                       /s/ KPMG Peat Marwick LLP
 
                                                                        KPMG LLP
Cincinnati, Ohio
February 5, 1999
 
   
                                       59
    
<PAGE>   62
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
OHIO NATIONAL VARIABLE ACCOUNT R                               December 31, 1998
STATEMENTS OF ASSETS AND CONTRACT OWNERS' EQUITY
<TABLE>
<CAPTION>
                                                                  MONEY
                                                  EQUITY          MARKET          BOND           OMNI         INTERNATIONAL
                                                SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT       SUBACCOUNT
                                                -----------     ----------     ----------     -----------     -------------
<S>                                             <C>             <C>            <C>            <C>             <C>
Assets -- Investments at market value (note
  2)..........................................  $31,166,072     $4,068,382     $1,674,308     $11,931,894      $16,865,296
                                                ===========     ==========     ==========     ===========      ===========
Contract owners' equity
  Contracts in accumulation period (note 3)...  $31,166,072     $4,068,382     $1,674,308     $11,931,894      $16,865,296
                                                ===========     ==========     ==========     ===========      ===========
 
<CAPTION>
                                                  CAPITAL
                                                APPRECIATION       SMALL CAP
                                                 SUBACCOUNT       SUBACCOUNT
                                                ------------     -------------
<S>                                             <C>              <C>
Assets -- Investments at market value (note
  2)..........................................   $7,079,821       $9,250,038
                                                 ==========       ==========
Contract owners' equity
  Contracts in accumulation period (note 3)...   $7,079,821       $9,250,038
                                                 ==========       ==========
</TABLE>
<TABLE>
<CAPTION>
 
                                                  GLOBAL        AGGRESSIVE        CORE         GROWTH &          S&P 500
                                                CONTRARIAN        GROWTH         GROWTH         INCOME            INDEX
                                                SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT       SUBACCOUNT
                                                -----------     ----------     ----------     -----------     -------------
<S>                                             <C>             <C>            <C>            <C>             <C>
Assets -- Investments at market value (note
  2)..........................................  $ 2,044,553     $3,834,209     $1,296,450     $ 5,622,122      $ 7,713,053
                                                ===========     ==========     ==========     ===========      ===========
Contract owners' equity
  Contracts in accumulation period (note 3)...  $ 2,044,553     $3,834,209     $1,296,450     $ 5,622,122      $ 7,713,053
                                                ===========     ==========     ==========     ===========      ===========
 
<CAPTION>
                                                                  MONTGOMERY
                                                   SOCIAL            ASSET
                                                 AWARENESS       EMERGING MKT.
                                                 SUBACCOUNT       SUBACCOUNT
                                                ------------     -------------
<S>                                             <C>              <C>
Assets -- Investments at market value (note
  2)..........................................   $  529,362       $  230,780
                                                 ==========       ==========
Contract owners' equity
  Contracts in accumulation period (note 3)...   $  529,362       $  230,780
                                                 ==========       ==========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
   
                                       60
    
<PAGE>   63
 
OHIO NATIONAL VARIABLE ACCOUNT R
 
 STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
 
                                           FOR THE THREE YEARS ENDED DECEMBER 31
 
<TABLE>
<CAPTION>
                                                          EQUITY                                      MONEY MARKET
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1998            1997            1996            1998            1997           1996
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Investment activity:
  Reinvested dividends................  $   374,943     $   453,946     $   278,504     $    92,380     $   55,657     $   39,652
  Risk & administrative expense (note
     4)...............................     (222,953)       (190,776)       (143,826)        (13,276)        (7,949)        (7,545)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net investment activity........      151,990         263,170         134,678          79,104         47,708         32,107
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Realized & Unrealized gain (loss) on
     investments:
     Reinvested capital gains.........      582,686       1,475,813         487,586               0              0              0
     Realized gain (loss).............      433,578         431,237         160,116          (1,729)           241         (6,138)
     Unrealized gain (loss)...........      276,272       1,699,778       2,231,504               0              0              0
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net gain (loss) on
          investments.................    1,292,536       3,606,828       2,879,206          (1,729)           241         (6,138)
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net increase in contract
            owners' equity from
            operations................    1,444,526       3,869,998       3,013,884          77,375         47,949         25,969
                                        -----------     -----------     -----------     -----------     ----------     ----------
Equity transactions:
  Sales:
     Contract purchase payments.......    5,167,419       4,850,686       4,490,453       9,924,762      6,067,434      4,328,290
     Transfers from fixed & other
       subaccounts....................    1,599,312       2,585,503       1,268,910       2,863,761      1,593,336        544,044
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                          6,766,731       7,436,189       5,759,363      12,788,523      7,660,770      4,872,334
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Redemptions:
     Withdrawals & surrenders (note
       5).............................      975,495         930,275         328,631          48,825          8,519          5,529
     Transfers to fixed & other
       subaccounts....................    2,231,174       2,061,907       1,294,677       9,721,391      7,321,910      4,313,747
     Cost of insurance &
       administrative fee (note 5)....    2,044,300       1,775,339       1,519,968         257,277        225,524        173,031
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                          5,250,969       4,767,521       3,143,276      10,027,493      7,555,953      4,492,307
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net equity transactions........    1,515,762       2,668,668       2,616,087       2,761,030        104,817        380,027
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net change in contract
            owners' equity............    2,960,288       6,538,666       5,629,971       2,838,405        152,766        405,996
Contract owners' equity:
  Beginning of period.................   28,205,784      21,667,118      16,037,147       1,229,977      1,077,211        671,215
                                        -----------     -----------     -----------     -----------     ----------     ----------
  End of period.......................  $31,166,072     $28,205,784     $21,667,118     $ 4,068,382     $1,229,977     $1,077,211
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
   
                                       61
    
<PAGE>   64
 
OHIO NATIONAL VARIABLE ACCOUNT R
 
 STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
 
                                           FOR THE THREE YEARS ENDED DECEMBER 31
 
<TABLE>
<CAPTION>
                                                              BOND                                        OMNI
                                                           SUBACCOUNT                                  SUBACCOUNT
                                              ------------------------------------     ------------------------------------------
                                                 1998          1997         1996          1998            1997            1996
                                              ----------     --------     --------     -----------     -----------     ----------
<S>                                           <C>            <C>          <C>          <C>             <C>             <C>
Investment activity:
  Reinvested dividends......................  $   83,140     $ 68,280     $ 38,549     $   301,587     $   285,077     $  168,919
  Risk & administrative expense (note 4)....      (9,252)      (6,130)      (4,242)        (83,337)        (65,184)       (45,484)
                                              ----------     --------     --------     -----------     -----------     ----------
       Net investment activity..............      73,888       62,150       34,307         218,250         219,893        123,435
                                              ----------     --------     --------     -----------     -----------     ----------
  Realized & Unrealized gain (loss) on
     investments:
     Reinvested capital gains...............           0            0            0           1,760         480,048         92,139
     Realized gain (loss)...................       2,811        1,394          743         332,951          73,429         48,077
     Unrealized gain (loss).................     (21,734)       4,309      (13,745)       (101,784)        562,929        578,417
                                              ----------     --------     --------     -----------     -----------     ----------
       Net gain (loss) on investments.......     (18,923)       5,703      (13,002)        232,927       1,116,406        718,633
                                              ----------     --------     --------     -----------     -----------     ----------
          Net increase in contract owners'
            equity from operations..........      54,965       67,853       21,305         451,177       1,336,299        842,068
                                              ----------     --------     --------     -----------     -----------     ----------
Equity transactions:
  Sales:
     Contract purchase payments.............     345,106      244,107      328,071       2,470,020       1,966,189      1,544,190
     Transfers from fixed & other
       subaccounts..........................     567,357      131,403       87,756       2,614,095         907,850        583,740
                                              ----------     --------     --------     -----------     -----------     ----------
                                                 912,463      375,510      415,827       5,084,115       2,874,039      2,127,930
                                              ----------     --------     --------     -----------     -----------     ----------
  Redemptions:
     Withdrawals & surrenders (note 5)......      13,218       21,828        8,438         705,842         187,562        167,671
     Transfers to fixed & other
       subaccounts..........................     129,183      131,854      162,147       2,318,267         312,223        299,190
     Cost of insurance & administrative fee
       (note 5).............................     100,579       70,289       62,462         802,634         648,661        501,412
                                              ----------     --------     --------     -----------     -----------     ----------
                                                 242,980      223,971      233,047       3,826,743       1,148,446        968,273
                                              ----------     --------     --------     -----------     -----------     ----------
       Net equity transactions..............     669,483      151,539      182,780       1,257,372       1,725,593      1,159,657
                                              ----------     --------     --------     -----------     -----------     ----------
          Net change in contract owners'
            equity..........................     724,448      219,392      204,085       1,708,549       3,061,892      2,001,725
Contract owners' equity:
  Beginning of period.......................     949,860      730,468      526,383      10,223,345       7,161,453      5,159,728
                                              ----------     --------     --------     -----------     -----------     ----------
  End of period.............................  $1,674,308     $949,860     $730,468     $11,931,894     $10,223,345     $7,161,453
                                              ==========     ========     ========     ===========     ===========     ==========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
   
                                       62
    
<PAGE>   65
 
OHIO NATIONAL VARIABLE ACCOUNT R
 
 STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
 
                                           FOR THE THREE YEARS ENDED DECEMBER 31
 
<TABLE>
<CAPTION>
                                                        INTERNATIONAL                              CAPITAL APPRECIATION
                                                         SUBACCOUNT                                     SUBACCOUNT
                                         -------------------------------------------     ----------------------------------------
                                            1998            1997            1996            1998           1997           1996
                                         -----------     -----------     -----------     ----------     ----------     ----------
<S>                                      <C>             <C>             <C>             <C>            <C>            <C>
Investment activity:
  Reinvested dividends.................  $   630,410     $   983,741     $   421,814     $  155,395     $  130,659     $   64,452
  Risk & administrative expense (note
     4)................................     (124,053)       (112,268)        (78,825)       (45,565)       (28,303)       (13,716)
                                         -----------     -----------     -----------     ----------     ----------     ----------
       Net investment activity.........      506,357         871,473         342,989        109,830        102,356         50,736
                                         -----------     -----------     -----------     ----------     ----------     ----------
  Realized & unrealized gain (loss) on
     Investments:
     Reinvested capital gains..........      695,117       1,415,674         151,723        539,044        244,214         42,011
     Realized gain (loss)..............      (45,820)        186,736          23,917         33,861         34,042         19,381
     Unrealized gain (loss)............     (670,437)     (2,391,042)        752,956       (390,779)       129,929        172,281
                                         -----------     -----------     -----------     ----------     ----------     ----------
       Net gain (loss) on
          investments..................      (21,140)       (788,632)        928,596        182,126        408,185        233,673
                                         -----------     -----------     -----------     ----------     ----------     ----------
          Net increase in contract
            owners' equity from
            operations.................      485,217          82,841       1,271,585        291,956        510,541        284,409
                                         -----------     -----------     -----------     ----------     ----------     ----------
Equity transactions:
  Sales:
     Contract purchase payments........    4,027,966       4,352,514       3,766,785      2,206,184      1,458,697      1,176,050
     Transfers from fixed & other
       subaccounts.....................      965,930       2,121,595       1,410,908        951,520      1,299,231        709,737
                                         -----------     -----------     -----------     ----------     ----------     ----------
                                           4,993,896       6,474,109       5,177,693      3,157,704      2,757,928      1,885,787
                                         -----------     -----------     -----------     ----------     ----------     ----------
  Redemptions:
     Withdrawals & surrenders (note
       5)..............................      618,889         469,189         160,367        170,616         54,331         55,870
     Transfers to fixed & other
       subaccounts.....................    2,112,568       2,136,043         622,081        518,403        775,912        301,791
     Cost of insurance & administrative
       fee (note 5)....................    1,348,113       1,269,503       1,009,169        548,283        377,999        244,293
                                         -----------     -----------     -----------     ----------     ----------     ----------
                                           4,079,570       3,874,735       1,791,617      1,237,302      1,208,242        601,954
                                         -----------     -----------     -----------     ----------     ----------     ----------
       Net equity transactions.........      914,326       2,599,374       3,386,076      1,920,402      1,549,686      1,283,833
                                         -----------     -----------     -----------     ----------     ----------     ----------
          Net change in contract
            owners' equity.............    1,399,543       2,682,215       4,657,661      2,212,358      2,060,227      1,568,242
Contract owners' equity:
  Beginning of period..................   15,465,753      12,783,538       8,125,877      4,867,483      2,807,236      1,238,994
                                         -----------     -----------     -----------     ----------     ----------     ----------
  End of period........................  $16,865,296     $15,465,753     $12,783,538     $7,079,821     $4,867,463     $2,807,236
                                         ===========     ===========     ===========     ==========     ==========     ==========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
   
                                       63
    
<PAGE>   66
 
OHIO NATIONAL VARIABLE ACCOUNT R
 
 STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
 
                                           FOR THE THREE YEARS ENDED DECEMBER 31
 
<TABLE>
<CAPTION>
                                               SMALL CAP                                GLOBAL CONTRARIAN
                                               SUBACCOUNT                                   SUBACCOUNT
                                ----------------------------------------     ----------------------------------------
                                   1998           1997           1996           1998           1997           1996
                                ----------     ----------     ----------     ----------     ----------     ----------
<S>                             <C>            <C>            <C>            <C>            <C>            <C>
Investment activity:
  Reinvested dividends........  $        0     $        0     $        0     $   54,153     $   52,943     $   18,287
  Risk & administrative
     expense (note 4).........     (54,057)       (38,798)       (20,200)       (13,819)        (9,551)        (5,154)
                                ----------     ----------     ----------     ----------     ----------     ----------
       Net investment
          activity............     (54,057)       (38,798)       (20,200)        40,334         43,392         13,133
                                ----------     ----------     ----------     ----------     ----------     ----------
  Realized & unrealized gain
     (loss) on Investments:
     Reinvested capital
       gains..................         107        271,143         56,631        180,539         83,769          1,932
     Realized gain (loss).....      57,223         84,498          9,714          8,238         32,076          1,474
     Unrealized gain (loss)...     930,451        130,287        414,502       (187,295)       (35,010)        43,850
                                ----------     ----------     ----------     ----------     ----------     ----------
       Net gain (loss) on
          investments.........     987,781        485,928        480,847          1,482         80,835         47,256
                                ----------     ----------     ----------     ----------     ----------     ----------
          Net increase in
            contract owners'
            equity from
            operations........     933,724        447,130        460,647         41,816        124,227         60,389
                                ----------     ----------     ----------     ----------     ----------     ----------
Equity transactions:
  Sales:
     Contract purchase
       payments...............   2,614,149      2,181,009      1,584,784        666,312        537,053        459,332
     Transfers from fixed &
       other subaccounts......   1,096,254      1,438,960      1,168,570        218,614        450,868        403,280
                                ----------     ----------     ----------     ----------     ----------     ----------
                                 3,710,403      3,619,969      2,753,354        884,926        987,921        862,612
                                ----------     ----------     ----------     ----------     ----------     ----------
  Redemptions:
     Withdrawals & surrenders
       (note 5)...............     258,338        141,409         80,764         56,018        221,380          3,696
     Transfers to fixed &
       other subaccounts......     795,000      1,146,251        258,675        219,547        218,387         35,452
     Cost of insurance &
       administrative fee
       (note 5)...............     705,650        579,612        383,497        178,599        140,673         75,598
                                ----------     ----------     ----------     ----------     ----------     ----------
                                 1,758,988      1,867,272        722,936        454,164        580,440        114,746
                                ----------     ----------     ----------     ----------     ----------     ----------
       Net equity
          transactions........   1,951,415      1,752,697      2,030,418        430,762        407,481        747,866
                                ----------     ----------     ----------     ----------     ----------     ----------
          Net change in
            contract owners'
            equity............   2,885,139      2,199,827      2,491,065        472,578        531,708        808,255
Contract owners' equity:
  Beginning of period.........   6,364,899      4,165,072      1,674,007      1,571,975      1,040,267        232,012
                                ----------     ----------     ----------     ----------     ----------     ----------
  End of period...............  $9,250,038     $6,364,899     $4,165,072     $2,044,553     $1,571,975     $1,040,267
                                ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
   
                                       64
    
<PAGE>   67
 
OHIO NATIONAL VARIABLE ACCOUNT R
 
 STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
 
                                           FOR THE THREE YEARS ENDED DECEMBER 31
 
<TABLE>
<CAPTION>
                                             AGGRESSIVE GROWTH                     CORE GROWTH               GROWTH & INCOME
                                                 SUBACCOUNT                         SUBACCOUNT                  SUBACCOUNT
                                   --------------------------------------    ------------------------    ------------------------
                                      1998          1997          1996          1998        1997(a)         1998        1997(a)
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
<S>                                <C>           <C>           <C>           <C>           <C>           <C>           <C>
Investment activity:
  Reinvested dividends...........  $        0    $   24,808    $        0    $        0    $      161    $   40,476    $    7,733
  Risk & administrative expense
     (note 4)....................     (23,847)      (16,668)       (6,733)       (7,627)       (3,844)      (27,216)       (4,646)
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
       Net investment activity...     (23,847)        8,140        (6,733)       (7,627)       (3,683)       13,260         3,087
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
  Realized & unrealized gain
     (loss) on Investments:
     Reinvested capital gains....     258,472         9,068       158,688             0             0             0        90,978
     Realized gain (loss)........      22,270        (3,358)         (294)        1,725         3,379        10,734         7,768
     Unrealized gain (loss)......      (6,276)      231,511      (114,233)      101,913        (3,039)      252,938        94,008
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
       Net gain (loss) on
          investments............     274,466       237,221        44,161       103,638           340       263,672       192,754
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
          Net increase in
            contract owners'
            equity from
            operations...........     250,619       245,361        37,428        96,011        (3,343)      276,932       195,841
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
Equity transactions:
  Sales:
     Contract purchase
       payments..................   1,348,654       969,362       915,114       459,093       377,379     2,034,257       536,293
     Transfers from fixed & other
       subaccounts...............     423,659       544,712       640,496       378,819       631,937     2,464,502     1,270,995
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
                                    1,772,313     1,514,074     1,555,610       837,912     1,009,316     4,498,759     1,807,288
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
  Redemptions:
     Withdrawals & surrenders
       (note 5)..................      86,262        84,536         6,572        16,609         1,885        37,971           436
     Transfers to fixed & other
       subaccounts...............     460,387       418,423       120,708       327,440       116,828       582,153        95,943
     Cost of insurance &
       administrative fee (note
       5)........................     347,236       278,191       180,962       117,857        62,827       376,090        64,105
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
                                      893,885       781,150       308,242       461,906       181,540       996,214       160,484
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
       Net equity transactions...     878,428       732,924     1,247,368       376,006       827,776     3,502,545     1,646,804
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
          Net change in contract
            owners' equity.......   1,129,047       978,285     1,284,796       472,017       824,433     3,779,477     1,842,645
Contract owners' equity:
  Beginning of period............   2,705,162     1,726,877       442,081       824,433             0     1,842,645             0
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
  End of period..................  $3,834,209    $2,705,162    $1,726,877    $1,296,450    $  824,433    $5,622,122    $1,842,645
                                   ==========    ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>
 
- ---------------
 
(a) Period from January 3, 1997, date of commencement of operations.
 
   The accompanying notes are an integral part of these financial statements.
 
   
                                       65
    
<PAGE>   68
 
OHIO NATIONAL VARIABLE ACCOUNT R
 
 STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
 
                                  FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
 
<TABLE>
<CAPTION>
                                                                                                              MONTGOMERY ASSET
                                                            S&P INDEX               SOCIAL AWARENESS           EMERGING MARKET
                                                           SUBACCOUNT                  SUBACCOUNT                SUBACCOUNT
                                                    -------------------------     ---------------------     ---------------------
                                                       1998         1997(a)         1998       1997(a)        1998       1997(b)
                                                    ----------     ----------     --------     --------     --------     --------
<S>                                                 <C>            <C>            <C>          <C>          <C>          <C>
Investment activity:
  Reinvested dividends............................  $  108,830     $   33,016     $  2,652     $    983     $    438     $    131
  Risk & administrative expense (note 4)..........     (26,947)        (2,986)      (3,609)        (394)      (1,165)        (188)
                                                    ----------     ----------     --------     --------     --------     --------
     Net investment activity......................      81,883         30,030         (957)         589         (727)         (57)
                                                    ----------     ----------     --------     --------     --------     --------
  Realized & unrealized gain (loss) on
     Investments:
     Reinvested capital gains.....................     328,825         94,770            0       29,015            0            0
     Realized gain (loss).........................      20,356          5,779      (31,042)         926       (3,512)        (554)
     Unrealized gain (loss).......................     619,923        (52,996)    (102,278)     (31,805)     (58,655)      (9,987)
                                                    ----------     ----------     --------     --------     --------     --------
       Net gain (loss) on investments.............     969,104         47,553     (133,320)      (1,864)     (62,167)     (10,541)
                                                    ----------     ----------     --------     --------     --------     --------
          Net increase in contract owners' equity
            from operations.......................   1,050,987         77,583     (134,277)      (1,275)     (62,894)     (10,598)
                                                    ----------     ----------     --------     --------     --------     --------
Equity transactions:
  Sales:
     Contract purchase payments...................   2,194,159        560,773      292,044       35,077      190,059       44,409
     Transfers from fixed & other subaccounts.....   4,432,311        775,750      229,481      319,587       69,940       58,741
                                                    ----------     ----------     --------     --------     --------     --------
                                                     6,626,470      1,336,523      521,525      354,664      259,999      103,150
                                                    ----------     ----------     --------     --------     --------     --------
  Redemptions:
     Withdrawals & surrenders (note 5)............     110,446            727        7,059           50        1,469            0
     Transfers to fixed & other subaccounts.......     714,255         83,751      148,460       13,740       18,913        6,244
     Cost of insurance & administrative fee (note
      5)..........................................     407,189         62,142       37,586        4,380       26,219        6,032
                                                    ----------     ----------     --------     --------     --------     --------
                                                     1,231,890        146,620      193,105       18,170       46,601       12,276
                                                    ----------     ----------     --------     --------     --------     --------
       Net equity transactions....................   5,394,580      1,189,903      328,420      336,494      213,398       90,874
                                                    ----------     ----------     --------     --------     --------     --------
          Net change in contract owners' equity...   6,445,567      1,267,486      194,143      335,219      150,504       80,276
Contract owners' equity:
  Beginning of period.............................   1,267,486              0      335,219            0       80,276            0
                                                    ----------     ----------     --------     --------     --------     --------
  End of period...................................  $7,713,053     $1,267,486     $529,362     $335,219     $230,780     $ 80,276
                                                    ==========     ==========     ========     ========     ========     ========
</TABLE>
 
- ---------------
 
(a) Period from January 3, 1997, date of commencement of operations.
 
(b) Period from April 1, 1997, date of commencement of operations.
 
   The accompanying notes are an integral part of these financial statements.
 
   
                                       66
    
<PAGE>   69
 
OHIO NATIONAL VARIABLE ACCOUNT R
NOTES TO FINANCIAL STATEMENTS
 
(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
   Ohio National Variable Account R (the Account) is a separate account of The
   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 portfolio shares of Ohio National Fund,
   Inc. and Montgomery Variable Series Funds III (collectively the Funds). The
   Funds are diversified open-end management investment companies. The Funds'
   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, 1998. Share transactions are recorded on the trade date. Income and
   capital gain distributions are recorded on the ex-dividend date. Net realized
   capital gains and losses are determined on the basis of average cost.
 
   ONLAC performs investment advisory services on behalf of the Ohio National
   Fund, Inc. in which the Account invests. For these services, the Company
   receives fees from the mutual funds. These fees are paid to an affiliate of
   the Company.
 
   The preparation of financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and assumptions
   that affect the reported amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported amounts of revenues and expenses during the reporting period.
   Actual results could differ from those estimates.
 
(2) INVESTMENTS
 
   At December 31, 1998 the aggregate cost and number of shares of the
   underlying funds owned by the respective subaccounts were:
 
<TABLE>
<CAPTION>
                                                MONEY                                                    CAPITAL
                                 EQUITY        MARKET         BOND          OMNI       INTERNATIONAL   APPRECIATION    SMALL CAP
                               SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT      SUBACCOUNT    SUBACCOUNT
                               -----------   -----------   -----------   -----------   -------------   ------------   -----------
<S>                            <C>           <C>           <C>           <C>           <C>             <C>            <C>
Aggregate Cost...............  $23,407,094   $4,068,382    $1,680,174    $10,022,785    $18,457,611    $ 7,075,311    $7,563,705
Number of Shares.............     858,238       406,838       158,612       556,629       1,312,066        548,143       446,905
</TABLE>
 
<TABLE>
<CAPTION>
                                    GLOBAL      AGGRESSIVE       CORE        GROWTH &       S&P 500       SOCIAL       EMERGING
                                  CONTRARIAN      GROWTH        GROWTH        INCOME         INDEX       AWARENESS      MARKET
                                  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
<S>                               <C>           <C>           <C>           <C>           <C>           <C>           <C>
Aggregate Cost..................  $2,217,885    $3,707,739    $1,197,576    $5,275,176    $7,146,126    $  663,445    $  299,422
Number of Shares................     190,156       343,906       123,026       412,451       541,875        60,162        35,020
</TABLE>
 
(3) CONTRACTS IN ACCUMULATION PERIOD
 
   At December 31, 1998 the accumulation units and value per unit of the
   respective subaccounts and products were:
 
<TABLE>
<CAPTION>
                                                              ACCUMULATION UNITS    VALUE PER UNIT       VALUE
                                                              ------------------    --------------    -----------
<S>                                                           <C>                   <C>               <C>
EQUITY SUBACCOUNT...........................................    1,017,188.7817         30.639418      $31,166,072
MONEY MARKET SUBACCOUNT.....................................      234,262.0684         17.366799      $ 4,068,382
BOND SUBACCOUNT.............................................       80,280.1813         20.855811      $ 1,674,308
OMNI SUBACCOUNT.............................................      425,296.1830         28.055492      $11,931,894
INTERNATIONAL SUBACCOUNT....................................      957,062.8519         17.621931      $16,865,296
CAPITAL APPRECIATION SUBACCOUNT.............................      423,380.1421         16.722138      $ 7,079,821
SMALL CAP SUBACCOUNT........................................      493,226.7115         18.754130      $ 9,250,038
GLOBAL CONTRARIAN SUBACCOUNT................................      149,010.5935         13.720858      $ 2,044,553
AGGRESSIVE GROWTH SUBACCOUNT................................      254,031.8088         15.093421      $ 3,834,209
CORE GROWTH SUBACCOUNT......................................      124,780.6014         10.389835      $ 1,296,450
</TABLE>
 
   
                                       67
    
<PAGE>   70
OHIO NATIONAL VARIABLE ACCOUNT R
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                              ACCUMULATION UNITS    VALUE PER UNIT       VALUE
                                                              ------------------    --------------    -----------
<S>                                                           <C>                   <C>               <C>
GROWTH & INCOME SUBACCOUNT..................................      390,193.2941         14.408556      $ 5,622,122
S&P 500 INDEX SUBACCOUNT....................................      457,113.9196         16.873371      $ 7,713,053
SOCIAL AWARENESS SUBACCOUNT.................................       55,122.1801          9.603437      $   529,362
EMERGING MARKET SUBACCOUNT..................................       37,782.4744          6.108135      $   230,780
</TABLE>
 
(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 .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%.
 
   Total premium expense charges in the Account amounted to approximately
   $900,000 during 1998.
 
   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 or $7.00 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 a part of, and are taxed with, operations of
   ONLAC which is taxed as a life insurance company under the Internal Revenue
   Code. Taxes are the responsibility of the contract owner upon termination or
   withdrawal. No Federal income taxes are payable under the present law on
   dividend income or capital gains distribution from the Fund shares held in
   the Account or on capital gains realized by the Account on redemption of the
   Fund shares.
 
   
                                       68
    
<PAGE>   71
 
                                                                      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 0.70% of the value of the
average daily net assets of the 16 Funds to which contract values may be
allocated. 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 0.14% of average daily net assets. Gross annual rates of
return of 0%, 6%, and 12% produce average net annual rates of return for all 16
portfolios of approximately -1.59%, 4.41%, and 10.41%.
 
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.
 
                                  VARI-VEST IV
 
<TABLE>
<CAPTION>
AGE   DEATH BENEFIT PLAN    PLANNED PREMIUM    STATED AMOUNT      RISK CLASS      PAGE
- ---   ------------------    ---------------    -------------      ----------      ----
<S>   <C>                  <C>     <C>         <C>             <C>                <C>
25          Plan A           690    (Minimum)    $ 150,000        Nonsmoker        63
25          Plan A         1,289                   150,000        Nonsmoker        64
25          Plan B           690    (Minimum)      150,000        Nonsmoker        65
25          Plan B         3,148                   150,000        Nonsmoker        66
40          Plan A         2,190    (Minimum)      250,000     Select Nonsmoker    67
40          Plan A         3,916                   250,000     Select Nonsmoker    68
40          Plan B         2,190    (Minimum)      250,000     Select Nonsmoker    69
40          Plan B         9,489                   250,000     Select Nonsmoker    70
</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.
 
   
                                       69
    
<PAGE>   72
 
   
MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
    
   
CLASSIFICATION: NONSMOKER                DEATH BENEFIT TYPE: A (MATURITY AGE 95)
    
   
INITIAL PREMIUM: $690.00                       STATED AMOUNT INCLUDES CASH VALUE
    
 
   
                         SUMMARY OF VALUES AND BENEFITS
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS                CURRENT                        CURRENT                        CURRENT
               ---------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL     ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
END OF POLICY  ANNUAL       AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
    YEAR       OUTLAY     INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -------------  ------    -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>       <C>           <C>              <C>           <C>              <C>           <C>              <C>
1               690            725              0         150,000              0         150,000             0          150,000
2               690          1,485            187         150,000            103         150,000            21          150,000
3               690          2,284            272         150,000            102         150,000             0          150,000
4               690          3,123            823         150,000            534         150,000           280          150,000
5               690          4,003          1,544         150,000          1,098         150,000           721          150,000
6               690          4,928          2,330         150,000          1,683         150,000         1,158          150,000
7               690          5,899          3,310         150,000          2,412         150,000         1,712          150,000
8               690          6,918          4,363         150,000          3,159         150,000         2,258          150,000
9               690          7,989          5,382         150,000          3,809         150,000         2,679          150,000
10              690          9,113          6,488         150,000          4,475         150,000         3,089          150,000
15              690         15,634         13,059         150,000          7,469         150,000         4,366          150,000
20              690         23,956         23,110         150,000         10,485         150,000         4,923          150,000
Age 60          690         65,437        106,105         150,000         16,991         150,000             0          150,000
Age 65          690         87,519        175,175         213,713         15,303         150,000             0          150,000
Age 70          690        115,703        286,568         332,419          7,912         150,000             0          150,000
</TABLE>
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               GUARANTEED                     GUARANTEED                     GUARANTEED
               ---------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL     ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
END OF POLICY  ANNUAL       AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
    YEAR       OUTLAY     INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -------------  ------    -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>       <C>           <C>              <C>           <C>              <C>           <C>              <C>
1               690            725              0         150,000              0         150,000             0          150,000
2               690          1,485            159         150,000             76         150,000             0          150,000
3               690          2,284            233         150,000             67         150,000             0          150,000
4               690          3,123            776         150,000            493         150,000           245          150,000
5               690          4,003          1,376         150,000            939         150,000           570          150,000
6               690          4,928          2,039         150,000          1,406         150,000           891          150,000
7               690          5,899          2,768         150,000          1,889         150,000         1,203          150,000
8               690          6,918          4,020         150,000          2,840         150,000         1,956          150,000
9               690          7,989          4,899         150,000          3,356         150,000         2,247          150,000
10              690          9,113          5,861         150,000          3,887         150,000         2,526          150,000
15              690         15,634         12,833         150,000          7,342         150,000         4,292          150,000
20              690         23,956         22,678         150,000         10,272         150,000         4,805          150,000
Age 60          690         65,437        102,391         150,000         14,660         150,000             0          150,000
Age 65          690         87,519        168,330         205,362          9,594         150,000             0          150,000
Age 70          690        115,703        273,795         317,602              0         150,000             0          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.
    
 
                                       70
<PAGE>   73
 
   
MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
    
   
CLASSIFICATION: NONSMOKER                DEATH BENEFIT TYPE: A (MATURITY AGE 95)
    
   
INITIAL PREMIUM: $1,289.00                     STATED AMOUNT INCLUDES CASH VALUE
    
 
   
                         SUMMARY OF VALUES AND BENEFITS
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS                CURRENT                        CURRENT                        CURRENT
               ---------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL     ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
END OF POLICY  ANNUAL       AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
    YEAR       OUTLAY     INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -------------  ------    -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>       <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              1,289         1,353            303         150,000            239         150,000            176         150,000
2              1,289         2,775          1,364         150,000          1,173         150,000            989         150,000
3              1,289         4,267          2,048         150,000          1,656         150,000          1,294         150,000
4              1,289         5,834          3,436         150,000          2,757         150,000          2,156         150,000
5              1,289         7,479          5,083         150,000          4,021         150,000          3,118         150,000
6              1,289         9,206          6,893         150,000          5,338         150,000          4,067         150,000
7              1,289        11,020          9,061         150,000          6,889         150,000          5,184         150,000
8              1,289        12,924         11,422         150,000          8,493         150,000          6,285         150,000
9              1,289        14,924         13,882         150,000         10,037         150,000          7,255         150,000
10             1,289        17,024         16,575         150,000         11,636         150,000          8,206         150,000
15             1,289        29,206         33,690         150,000         19,721         150,000         11,872         150,000
20             1,289        44,753         61,241         150,000         29,106         150,000         14,632         150,000
Age 60         1,289       122,244        295,712         396,255         68,556         150,000         16,083         150,000
Age 65         1,289       163,496        485,350         592,127         86,649         150,000         12,279         150,000
Age 70         1,289       216,146        790,959         917,512        108,570         150,000          3,959         150,000
</TABLE>
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               GUARANTEED                     GUARANTEED                     GUARANTEED
               ---------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL     ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
END OF POLICY  ANNUAL       AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
    YEAR       OUTLAY     INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -------------  ------    -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>       <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              1,289         1,353            286         150,000            223         150,000            161         150,000
2              1,289         2,775          1,335         150,000          1,146         150,000            964         150,000
3              1,289         4,267          2,010         150,000          1,621         150,000          1,262         150,000
4              1,289         5,834          3,390         150,000          2,717         150,000          2,121         150,000
5              1,289         7,479          4,915         150,000          3,863         150,000          2,967         150,000
6              1,289         9,206          6,602         150,000          5,061         150,000          3,801         150,000
7              1,289        11,020          8,463         150,000          6,310         150,000          4,619         150,000
8              1,289        12,924         10,966         150,000          8,061         150,000          5,870         150,000
9              1,289        14,924         13,229         150,000          9,414         150,000          6,653         150,000
10             1,289        17,024         15,724         150,000         10,821         150,000          7,417         150,000
15             1,289        29,206         33,470         150,000         19,597         150,000         11,799         150,000
20             1,289        44,753         60,833         150,000         28,904         150,000         14,519         150,000
Age 60         1,289       122,244        292,339         391,734         66,795         150,000         14,558         150,000
Age 65         1,289       163,496        477,882         583,016         82,907         150,000          8,469         150,000
Age 70         1,289       216,146        774,020         897,863        101,081         150,000              0         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.
    
 
                                       71
<PAGE>   74
 
   
MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
    
   
CLASSIFICATION: NONSMOKER                DEATH BENEFIT TYPE: B (MATURITY AGE 95)
    
   
INITIAL PREMIUM: $690.00                       STATED AMOUNT INCLUDES CASH VALUE
    
 
   
                         SUMMARY OF VALUES AND BENEFITS
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS                CURRENT                        CURRENT                        CURRENT
               ---------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL     ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
END OF POLICY  ANNUAL       AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
    YEAR       OUTLAY     INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -------------  ------    -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>       <C>           <C>              <C>           <C>              <C>           <C>              <C>
1               690            725              0         150,407              0         150,377             0          150,348
2               690          1,485            185         150,856            100         150,771            20          150,690
3               690          2,284            267         151,352             98         151,183             0          151,027
4               690          3,123            815         151,899            527         151,612           274          151,359
5               690          4,003          1,532         152,504          1,088         152,060           713          151,685
6               690          4,928          2,312         153,171          1,669         152,529         1,147          152,007
7               690          5,899          3,283         153,904          2,392         153,013         1,698          152,318
8               690          6,918          4,326         154,707          3,133         153,514         2,239          152,620
9               690          7,989          5,333         155,587          3,775         154,029         2,656          152,910
10              690          9,113          6,422         156,549          4,432         154,559         3,061          153,188
15              690         15,634         12,836         162,836          7,351         157,351         4,303          154,303
20              690         23,956         22,447         172,447         10,203         160,203         4,802          154,802
Age 60          690         65,437         94,098         244,098         14,747         164,747             0          150,000
Age 65          690         87,519        146,599         296,599         11,379         161,379             0          150,000
Age 70          690        115,703        226,488         376,488          1,735         151,735             0          150,000
</TABLE>
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               GUARANTEED                     GUARANTEED                     GUARANTEED
               ---------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL     ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
END OF POLICY  ANNUAL       AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
    YEAR       OUTLAY     INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -------------  ------    -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>       <C>           <C>              <C>           <C>              <C>           <C>              <C>
1               690            725              0         150,390              0         150,361             0          150,332
2               690          1,485            156         150,827             73         150,744             0          150,665
3               690          2,284            228         151,313             62         151,147             0          150,996
4               690          3,123            767         151,852            486         151,571           239          151,324
5               690          4,003          1,363         152,448            929         152,014           562          151,647
6               690          4,928          2,020         153,105          1,391         152,476           880          151,965
7               690          5,899          2,742         153,826          1,869         152,954         1,189          152,273
8               690          6,918          3,983         154,618          2,814         153,448         1,938          152,572
9               690          7,989          4,849         155,484          3,322         153,957         2,225          152,859
10              690          9,113          5,796         156,431          3,844         154,479         2,498          153,133
15              690         15,634         12,609         162,609          7,223         157,223         4,228          154,228
20              690         23,956         22,012         172,012          9,989         159,989         4,683          154,683
Age 60          690         65,437         89,471         239,471         12,315         162,315             0          150,000
Age 65          690         87,519        135,819         285,819          5,563         155,563             0          150,000
Age 70          690        115,703        201,940         351,940              0         150,000             0          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.
    
 
                                       72
<PAGE>   75
 
   
MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
    
   
CLASSIFICATION: NONSMOKER                DEATH BENEFIT TYPE: B (MATURITY AGE 95)
    
   
INITIAL PREMIUM: $3,148.00                     STATED AMOUNT INCLUDES CASH VALUE
    
 
   
                         SUMMARY OF VALUES AND BENEFITS
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS                CURRENT                        CURRENT                        CURRENT
               ---------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL     ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
END OF POLICY  ANNUAL       AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
    YEAR       OUTLAY     INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -------------  ------    -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>       <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              3,148         3,305           2,127         152,944         1,960         152,777         1,792          152,610
2              3,148         6,776           5,211         156,195         4,692         155,676         4,193          155,178
3              3,148        10,420           8,415         159,784         7,334         158,703         6,336          157,705
4              3,148        14,247          12,378         163,747        10,495         161,864         8,823          160,192
5              3,148        18,264          16,866         168,123        13,908         165,164        11,383          162,640
6              3,148        22,483          21,810         172,954        17,466         168,610        13,905          165,049
7              3,148        26,913          27,435         178,283        21,355         172,203        16,567          167,415
8              3,148        31,564          33,610         184,162        25,399         175,950        19,187          169,739
9              3,148        36,447          40,277         190,645        29,487         179,854        21,650          172,018
10             3,148        41,575          47,611         197,795        33,739         183,923        24,070          174,254
15             3,148        71,326          96,131         246,131        56,892         206,892        34,702          184,702
20             3,148       109,296         174,273         386,885        84,781         234,781        43,815          193,815
Age 60         3,148       298,545         829,691       1,111,786       206,810         356,810        60,685          210,685
Age 65         3,148       399,292       1,359,724       1,658,863       262,848         412,848        60,859          210,859
Age 70         3,148       527,873       2,213,890       2,568,113       326,966         476,966        56,288          206,288
</TABLE>
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               GUARANTEED                     GUARANTEED                     GUARANTEED
               ---------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL     ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
END OF POLICY  ANNUAL       AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
    YEAR       OUTLAY     INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -------------  ------    -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>       <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              3,148         3,305           2,110         152,928         1,943         152,761         1,777          152,594
2              3,148         6,776           5,182         156,166         4,665         155,649         4,168          155,153
3              3,148        10,420           8,376         159,745         7,299         158,668         6,304          157,674
4              3,148        14,247          12,331         163,700        10,454         161,823         8,788          160,157
5              3,148        18,264          16,697         168,066        13,749         165,118        11,233          162,602
6              3,148        22,483          21,518         172,887        17,188         168,558        13,638          165,007
7              3,148        26,913          26,836         178,205        20,775         172,144        16,001          167,370
8              3,148        31,564          33,153         184,073        24,966         175,885        18,772          169,691
9              3,148        36,447          39,623         190,543        28,863         179,782        21,048          171,967
10             3,148        41,575          46,758         197,677        32,924         183,843        23,280          174,199
15             3,148        71,326          95,904         245,904        56,764         206,764        34,627          184,627
20             3,148       109,296         173,831         385,904        84,567         234,567        43,697          193,697
Age 60         3,148       298,545         823,208       1,103,098       204,385         354,385        59,036          209,036
Age 65         3,148       399,292       1,343,572       1,639,158       257,054         407,054        56,890          206,890
Age 70         3,148       527,873       2,174,096       2,521,951       313,800         463,800        47,381          197,381
</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.
    
 
                                       73
<PAGE>   76
 
   
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
    
   
CLASSIFICATION: SELECT NONSMOKER         DEATH BENEFIT TYPE: A (MATURITY AGE 95)
    
   
INITIAL PREMIUM: $2,190.00                     STATED AMOUNT INCLUDES CASH VALUE
    
 
   
                         SUMMARY OF VALUES AND BENEFITS
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               CURRENT                        CURRENT                        CURRENT
               --------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   END OF      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
POLICY YEAR    OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -----------    ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              2,190        2,300            356         250,000            251         250,000            146         250,000
2              2,190        4,714          2,038         250,000          1,723         250,000          1,422         250,000
3              2,190        7,249          2,697         250,000          2,055         250,000          1,464         250,000
4              2,190        9,911          4,839         250,000          3,737         250,000          2,762         250,000
5              2,190       12,706          7,359         250,000          5,646         250,000          4,194         250,000
6              2,190       15,641         10,079         250,000          7,590         250,000          5,563         250,000
7              2,190       18,723         13,421         250,000          9,967         250,000          7,269         250,000
8              2,190       21,958         17,002         250,000         12,372         250,000          8,905         250,000
9              2,190       25,356         20,665         250,000         14,624         250,000         10,291         250,000
10             2,190       28,923         24,622         250,000         16,908         250,000         11,607         250,000
15             2,190       49,620         48,254         250,000         26,993         250,000         15,329         250,000
20             2,190       76,035         84,563         250,000         36,549         250,000         15,918         250,000
Age 60         2,190       76,035         84,563         250,000         36,549         250,000         15,918         250,000
Age 65         2,190      109,748        143,069         250,000         44,735         250,000         12,487         250,000
Age 70         2,190      152,776        241,544         280,191         49,125         250,000          2,627         250,000
</TABLE>
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS              GUARANTEED                     GUARANTEED                     GUARANTEED
               --------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   END OF      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
POLICY YEAR    OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -----------    ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              2,190        2,300             248         250,000           146        250,000              45         250,000
2              2,190        4,714           1,805         250,000         1,503        250,000           1,215         250,000
3              2,190        7,249           2,313         250,000         1,702        250,000           1,141         250,000
4              2,190        9,911           4,277         250,000         3,234        250,000           2,314         250,000
5              2,190       12,706           6,398         250,000         4,785        250,000           3,420         250,000
6              2,190       15,641           8,683         250,000         6,349        250,000           4,453         250,000
7              2,190       18,723          11,148         250,000         7,921        250,000           5,408         250,000
8              2,190       21,958          14,558         250,000        10,247        250,000           7,033         250,000
9              2,190       25,356          17,431         250,000        11,825        250,000           7,823         250,000
10             2,190       28,923          20,531         250,000        13,396        250,000           8,521         250,000
15             2,190       49,620          42,129         250,000        22,767        250,000          12,302         250,000
20             2,190       76,035          70,680         250,000        27,610        250,000           9,768         250,000
Age 60         2,190       76,035          70,680         250,000        27,610        250,000           9,768         250,000
Age 65         2,190      109,748         113,577         250,000        26,324        250,000              44         250,000
Age 70         2,190      152,776         182,420         250,000        10,827        250,000               0         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.
    
 
                                       74
<PAGE>   77
 
   
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
    
   
CLASSIFICATION: SELECT NONSMOKER         DEATH BENEFIT TYPE: A (MATURITY AGE 95)
    
   
INITIAL PREMIUM: $3,916.00                     STATED AMOUNT INCLUDES CASH VALUE
    
 
   
                         SUMMARY OF VALUES AND BENEFITS
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               CURRENT                        CURRENT                        CURRENT
               --------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   END OF      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
POLICY YEAR    OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -----------    ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              3,916        4,112          1,812         250,000          1,610         250,000          1,408         250,000
2              3,916        8,429          5,372         250,000          4,751         250,000          4,155         250,000
3              3,916       12,962          7,581         250,000          6,296         250,000          5,110         250,000
4              3,916       17,722         12,144         250,000          9,913         250,000          7,936         250,000
5              3,916       22,720         17,343         250,000         13,850         250,000         10,876         250,000
6              3,916       27,968         23,033         250,000         17,917         250,000         13,734         250,000
7              3,916       33,478         29,878         250,000         22,733         250,000         17,125         250,000
8              3,916       39,264         37,319         250,000         27,686         250,000         20,429         250,000
9              3,916       45,339         45,241         250,000         32,600         250,000         23,467         250,000
10             3,916       51,718         53,900         250,000         37,667         250,000         26,421         250,000
15             3,916       88,727        108,878         250,000         62,946         250,000         37,317         250,000
20             3,916      135,961        198,634         266,170         92,100         250,000         44,767         250,000
Age 60         3,916      135,961        198,634         266,170         92,100         250,000         44,767         250,000
Age 65         3,916      196,244        345,813         421,892        126,802         250,000         48,459         250,000
Age 70         3,916      273,183        583,725         677,121        168,987         250,000         46,632         250,000
</TABLE>
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS              GUARANTEED                     GUARANTEED                     GUARANTEED
               --------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   END OF      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
POLICY YEAR    OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -----------    ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              3,916        4,112           1,705         250,000         1,506        250,000           1,308         250,000
2              3,916        8,429           5,141         250,000         4,534        250,000           3,950         250,000
3              3,916       12,962           7,203         250,000         5,948        250,000           4,791         250,000
4              3,916       17,722          11,592         250,000         9,419        250,000           7,495         250,000
5              3,916       22,720          16,400         250,000        13,004        250,000          10,114         250,000
6              3,916       27,968          21,666         250,000        16,699        250,000          12,642         250,000
7              3,916       33,478          27,437         250,000        20,509        250,000          15,077         250,000
8              3,916       39,264          34,517         250,000        25,184        250,000          18,166         250,000
9              3,916       45,339          41,464         250,000        29,230        250,000          20,408         250,000
10             3,916       51,718          49,094         250,000        33,395        250,000          22,546         250,000
15             3,916       88,727         103,388         250,000        59,070        250,000          34,484         250,000
20             3,916      135,961         187,445         251,176        84,358        250,000          39,174         250,000
Age 60         3,916      135,961         187,445         251,176        84,358        250,000          39,174         250,000
Age 65         3,916      196,244         325,536         397,153       112,152        250,000          37,478         250,000
Age 70         3,916      273,183         546,048         633,416       142,187        250,000          24,502         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.
    
 
                                       75
<PAGE>   78
 
   
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
    
   
CLASSIFICATION: SELECT NONSMOKER         DEATH BENEFIT TYPE: A (MATURITY AGE 95)
    
   
INITIAL PREMIUM: $2,190.00                     STATED AMOUNT INCLUDES CASH VALUE
    
 
   
                         SUMMARY OF VALUES AND BENEFITS
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               CURRENT                        CURRENT                        CURRENT
               --------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   END OF      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
POLICY YEAR    OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -----------    ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              2,190        2,300            352         251,672            247         251,567            142         251,462
2              2,190        4,714          2,027         253,477          1,713         253,163          1,412         252,863
3              2,190        7,249          2,672         255,437          2,033         254,797          1,444         254,209
4              2,190        9,911          4,793         257,557          3,697         256,462          2,729         255,494
5              2,190       12,706          7,282         259,859          5,584         258,162          4,144         256,721
6              2,190       15,641          9,960         262,350          7,497         259,887          5,492         257,882
7              2,190       18,723         13,245         265,044          9,835         261,635          7,172         258,971
8              2,190       21,958         16,749         267,958         12,191         263,400          8,777         259,986
9              2,190       25,356         20,313         271,119         14,383         265,189         10,126         260,932
10             2,190       28,923         24,143         274,546         16,592         266,995         11,400         261,803
15             2,190       49,620         46,417         296,417         26,020         276,020         14,813         264,813
20             2,190       76,035         78,724         328,724         34,107         284,107         14,889         264,889
Age 60         2,190       76,035         78,724         328,724         34,107         284,107         14,889         264,889
Age 65         2,190      109,748        126,198         376,198         39,321         289,321         10,770         260,770
Age 70         2,190      152,776        195,345         445,345         38,175         288,175            362         250,362
</TABLE>
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS              GUARANTEED                     GUARANTEED                     GUARANTEED
               --------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   END OF      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
POLICY YEAR    OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -----------    ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              2,190        2,300             244         251,563           142        251,462              41         251,360
2              2,190        4,714           1,791         253,242         1,491        252,942           1,203         252,654
3              2,190        7,249           2,284         255,048         1,676        254,441           1,118         253,883
4              2,190        9,911           4,223         256,987         3,188        255,953           2,276         255,040
5              2,190       12,706           6,308         259,073         4,713        257,478           3,363         256,128
6              2,190       15,641           8,545         261,310         6,242        259,007           4,371         257,136
7              2,190       18,723          10,944         263,709         7,769        260,534           5,296         258,061
8              2,190       21,958          14,266         266,281        10,039        262,054           6,885         258,900
9              2,190       25,356          17,025         269,039        11,548        263,562           7,634         259,649
10             2,190       28,923          19,978         271,993        13,033        265,048           8,285         260,300
15             2,190       49,620          39,991         289,991        21,649        271,649          11,718         261,718
20             2,190       76,035          63,747         313,747        24,811        274,811           8,656         258,656
Age 60         2,190       76,035          63,747         313,747        24,811        274,811           8,656         258,656
Age 65         2,190      109,748          93,126         343,126        20,360        270,360               0         250,000
Age 70         2,190      152,776         124,732         374,732           374        250,374               0         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.
    
 
                                       76
<PAGE>   79
 
   
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
    
   
CLASSIFICATION: SELECT NONSMOKER         DEATH BENEFIT TYPE: B (MATURITY AGE 95)
    
   
INITIAL PREMIUM: $9,489.00                     STATED AMOUNT INCLUDES CASH VALUE
    
 
   
                         SUMMARY OF VALUES AND BENEFITS
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS                CURRENT                        CURRENT                        CURRENT
               ---------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL     ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
END OF POLICY  ANNUAL       AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
    YEAR       OUTLAY     INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -------------  ------    -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>       <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              9,489         9,963           7,280         259,207         6,765         258,692          6,251         258,178
2              9,489        20,425          16,897         269,332        15,294         267,729         13,753         266,188
3              9,489        31,410          26,649         280,477        23,303         277,131         20,211         274,039
4              9,489        42,944          38,912         292,740        33,079         286,906         27,897         281,725
5              9,489        55,054          52,599         306,239        43,434         297,074         35,611         289,251
6              9,489        67,771          67,641         321,093        54,189         307,642         43,158         296,611
7              9,489        81,122          84,789         337,439        65,972         318,621         51,151         303,801
8              9,489        95,142         103,578         355,425        78,179         330,025         58,973         310,819
9              9,489       109,863         123,996         375,227        90,648         341,879         66,443         317,674
10             9,489       125,319         146,412         397,028       103,578         354,194         73,744         324,359
15             9,489       214,997         293,776         543,776       173,140         423,140        105,086         355,086
20             9,489       329,451         531,005         781,005       255,591         505,591        130,751         380,751
Age 60         9,489       329,451         531,005         781,005       255,591         505,591        130,751         380,751
Age 65         9,489       475,527         914,786       1,164,786       353,104         603,104        150,259         400,259
Age 70         9,489       661,960       1,535,940       1,785,940       466,543         716,543        161,677         411,677
</TABLE>
    
 
   
              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
    
   
       12.00%(10.41% NET)       6.00%(4.41% NET)       0.00%(-1.59% NET)
    
   
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
    
 
   
<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               GUARANTEED                     GUARANTEED                     GUARANTEED
               ---------------------   ----------------------------   ----------------------------   ----------------------------
               TOTAL     ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
END OF POLICY  ANNUAL       AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER   CASH DEATH    CASH SURRENDER      DEATH
    YEAR       OUTLAY     INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
- -------------  ------    -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>       <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              9,489         9,963           7,172         259,098         6,660         258,587          6,149         258,076
2              9,489        20,425          16,662         269,097        15,072         267,507         13,545         265,979
3              9,489        31,410          26,261         280,089        22,947         276,775         19,885         273,713
4              9,489        42,944          38,342         292,170        32,570         286,397         27,444         281,271
5              9,489        55,054          51,626         305,453        42,563         296,391         34,830         288,658
6              9,489        67,771          66,227         320,054        52,934         306,761         42,038         295,865
7              9,489        81,122          82,277         336,104        63,693         317,521         49,064         302,891
8              9,489        95,142         100,671         353,749        75,603         328,680         56,657         309,734
9              9,489       109,863         120,072         373,149        87,176         340,254         63,314         316,392
10             9,489       125,319         141,400         394,477        99,171         352,248         69,780         322,857
15             9,489       214,997         287,358         537,358       168,773         418,773        101,995         351,995
20             9,489       329,451         516,062         766,062       246,310         496,310        124,525         374,525
Age 60         9,489       329,451         516,062         766,062       246,310         496,310        124,525         374,525
Age 65         9,489       475,527         881,838       1,131,838       334,189         584,189        138,043         388,043
Age 70         9,489       661,960       1,465,755       1,715,755       428,868         678,868        137,986         387,986
</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.
    
 
                                       77
<PAGE>   80
                       CONTENTS OF REGISTRATION STATEMENT


This registration statement comprises the following papers and documents:

The facing sheet

   
The prospectus consisting of 77 pages

Representations pursuant to Section 26(e)(2)(A) of the Investment Company Act
of 1940 were previously furnished in Post-effective Amendment no. 8 of the
Registrant's Form S-6.
    

The signatures

Written consents of the following persons:

   
        KPMG 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).

        (3)(a)  Principal Underwriting Agreement for Variable Life Insurance,
                with compensation schedule, between the Depositor and Ohio 
                National Equities, Inc. was filed as Exhibit (3)(a) of the
                Registrant's Form S-6 on April 27, 1998 (File no. 333-16133).

        (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.

        (3)(c)  Schedule of Sales Commissions was filed as Exhibit 1.(3)(c) of
                the Registrant's Form S-6 on October 15, 1986.

        (3)(d)  Variable Contract Distribution Agreements (with compensation
                schedules) between the Depositor and Ohio National Equities,
                Inc. were filed as Exhibit (3)(d) of Post-effective Amendment
                or 23 of Ohio National Variable Account A registration
                statement on Form N-4 (File no. 2-91213).
        (5)     Flexible Premium Variable Life Insurance Policy, form 86-VL-2,
                was filed as Exhibit 1.(5) of the Registrant's Form S-6 on
                October 15, 1986 (File no. 2-98265).
<PAGE>   81
        (5)(a)  Endorsement, form 92-VLE-1, was filed as Exhibit (5)(a) of the
                Registrant's Form S-6 on October 15, 1992 (File no. 33-53350).

        (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.

        (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.

        (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.

        (10)    Form of Application was filed as Exhibit 1.(10) of the
                Registrant's Form S-6 on June 7, 1985.

        (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.
<PAGE>   82
                                   SIGNATURES

   
As required by the Securities Act of 1933 and the Investment Company act of
1940, the registrant, Ohio National Variable Account R certifies that it meets
the requirements of Securities Act Rule 485 (b) for effectiveness of this
registration statement and has caused this post-effective amendment to the      
registration statement to be signed on its behalf in the City of Montgomery and
State of Ohio on the 26th day of April, 1999.
    


                        OHIO NATIONAL VARIABLE ACCOUNT R
                                (Registrant)

                        By OHIO NATIONAL LIFE ASSURANCE CORPORATION
                                (Depositor)


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


Attest:


/s/ Ronald L. Benedict
- ------------------------
Ronald L. Benedict
Corporate Vice President, Counsel & Secretary

<PAGE>   83

   
Pursuant to the requirements of the Securities Act of 1933, the depositor has
duly caused this post-effective amendment to its registration statement to be
signed on its behalf by the undersigned thereunto duly authorized in the City
of Montgomery and the State of Ohio on the 26th day of April, 1999.
    

                              OHIO NATIONAL LIFE ASSURANCE CORPORATION
                                            (Depositor)

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

Attest:

/s/ Ronald L. Benedict
- ----------------------
Ronald L. Benedict
Corporate Vice President, Counsel & Secretary

Pursuant to the requirements of the Securities Act of 1933, 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>


/s/ David B. O'Maley                    Chairman, President and
- --------------------                    Chief Executive Officer
David B. O'Maley                        and Director                            April 26, 1999


/s/ Joseph P. Brom                      Senior Vice President
- --------------------                    and Chief Investment       
Joseph P. Brom                          Officer and Director                    April 26, 1999


/s/ Ronald J. Dolan                     Senior Vice President
- --------------------                    and Chief Financial Officer
Ronald J. Dolan                         and Director                            April 26, 1999

/s/ John J. Palmer                      Senior Vice President,
- --------------------                    Strategic Initiatives
John J. Palmer                          and Director                            April 26, 1999

/s/ Stuart G. Summers                   Senior Vice President and
- ---------------------                   General Counsel and    
Stuart G. Summers                       Director                                April 26, 1999

/s/ Roylene M. Broadwell                Vice President & Treasurer
- ------------------------                
Roylene M. Broadwell                                                            April 26, 1999
</TABLE>
    

<PAGE>   84
                         INDEX OF CONSENTS AND EXHIBITS

   
<TABLE>
<CAPTION>
                                                               PAGE NUMBER
EXHIBIT                                                        IN SEQUENTIAL
NUMBER    DESCRIPTION                                          NUMBERING SYSTEM
- -------   -----------                                          ----------------
<S>       <C>                                                  <C>
          Consent of KPMG LLP

          Consent of Jones & Blouch L.L.P.

          Consent of Ronald L. Benedict, Esq.

          Consent of David W. Cook, FSA, MAAA
</TABLE>
    
<PAGE>   85


                                    CONSENTS

<PAGE>   86
                          INDEPENDENT AUDITORS' CONSENT


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


We consent to use of our reports dated February 5, 1999 for the Ohio National
Variable Account R and January 29, 1999 for Ohio National Life Assurance
Corporation as included herein and to the reference to our firm under the
heading "Experts" herein.







Cincinnati, Ohio
April 26, 1999


<PAGE>   87
                 [OHIO NATIONAL FINANCIAL SERVICES LETTERHEAD]
   
                                                               April 26, 1999
    

The Board of Directors
Ohio National Life Assurance Corporation
One Financial Way
Cincinnati, Ohio 45242

   
Re:     Ohio National Variable Account R (1940 Act File No. 811-4320)
        Post-Effective Amendment No. 17 to File No. 2-98265
        Post-Effective Amendment No. 11 to File No. 33-53350
        Post-Effective Amendment No. 3 to File No. 333-16133
    

Gentlemen:

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

   
As required by paragraph (b)(4) of Rule 485 under the Securities Act of 1933,
the registrant has certified that the above captioned post-effective amendments
to the registrant's Forms S-6 meet all the requirements for effectiveness
pursuant to paragraph (b) of that Rule. Having reviewed these amendments, the
undersigned legal counsel to the registrant hereby confirms that the amendments
do not contain any material that would render any of them ineligible to bcome
effective pursuant to paragraph (b).
    


                                        Sincerely, 


                                        /s/ RONALD L. BENEDICT
                                        ---------------------------
                                        Ronald L. Benedict
                                        Corporate Vice President,
                                        Counsel & Secretary

RLB/nh


<PAGE>   88
                 [OHIO NATIONAL FINANCIAL SERVICES LETTERHEAD]
   
                                                               April 26, 1999
    

Ohio National Life Assurance Corporation
One Financial Way
Cincinnati, Ohio 45242

   
Re:     Ohio National Variable Account R (1940 Act File No. 811-4320)
        Post-Effective Amendment No. 17 to File No 2-98265
        Post-Effective Amendment No. 11 to file No. 33-53350
        Post-Effective Amendment No. 3 to File No. 333-16133
    

Gentlemen:

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


                                        Sincerely,

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


DMC/nh


<PAGE>   89
                             Jones & Blouch L.L.P.
                                 Suite 405-West
                         1025 Thomas Jefferson St., N.W.
                              Washington, DC 20007
                                 (202) 223-3500


   
                                 April 26, 1999
    

VIA EDGAR TRANSMISSION

Board of Directors
Ohio National Life Assurance Corporation
One Financial Way
Cincinnati, OH 45201

        Re:   Ohio National Variable Account R
              Registration Statement on Form S-6
              File No. 33-53350
              ----------------------------------

Dear Sirs:

   
        We hereby consent to the reference to this firm under the caption 
"Legal Matters" in the prospectus contained in post-effective Amendment No. 11
to the above-referenced registration statement to be filed with the Securities 
and Exchange Commission pursuant to the Securities Act of 1933.
    


                                                 Very truly yours,

                                                 /s/ JONES & BLOUCH L.L.P.
                                                 -------------------------
                                                     Jones & Blouch L.L.P.



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