OHIO NATIONAL VARIABLE ACCOUNT R
S-6, 2000-06-30
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<PAGE>   1
                                                             File No. _________*
                                                                        811-4320

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-6

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

Exact name of trust:              OHIO NATIONAL VARIABLE ACCOUNT R

Name of depositor:                OHIO NATIONAL LIFE ASSURANCE CORPORATION

          Complete address of depositor's principal executive offices:

                                One Financial Way
                                Cincinnati, Ohio 45242

Name and complete address of agent for service:

                                  Ronald L. Benedict, Esq.
                                  Ohio National Life Assurance Corporation
                                  P.O. Box 237
                                  Cincinnati, Ohio  45201

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

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

       immediately upon filing pursuant to paragraph (b)
    --
       on ____________ pursuant to paragraph (b)
    --
       60 days after filing pursuant to paragraph (a)(i)
    --

       on (date) pursuant to paragraph (a)(i)
    --
       75 days after filing pursuant to paragraph (a)(ii)
    --

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

If appropriate, check the following box:

       This post-effective amendment designates a new effective date for a
    -- previously filed post-effective amendment.

Title and amount of securities being registered: LAST SURVIVOR FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE CONTRACTS (Vari-Vest Survivor). Registrant has
heretofore registered an indefinite amount of such flexible premium variable
life insurance contracts under the Securities Act of l933 pursuant to Rule
24f-2.

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


<PAGE>   2


                                     PART I

                                   PROSPECTUS
<PAGE>   3

                                   PROSPECTUS

                               VARI-VEST SURVIVOR
        LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                     OHIO NATIONAL LIFE VARIABLE ACCOUNT R

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

This prospectus describes a last survivor flexible premium variable life
insurance contract (the "contract") offered through Ohio National Variable
Account R ("VAR"), 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 from accumulation value upon surrender, lapse, partial surrender or a
decrease in stated amount during the first twenty contract years. Because of the
substantial nature of the surrender charge, the contract is not suitable for
short term investment purposes. The contract generally will not be issued when
both of the insured persons are over 80. We may issue the contract when one
insured is over 80, but not over 85.

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 100 of the younger insured.
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
second 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 upon the death of
the second insured. 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 pay the Minimum Premium.

When you purchase a contract, you will be required to pay an initial premium.
You must pay the minimum premium described in your contract to keep the death
benefit guarantee in effect.

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 fall somewhere between the minimum and
maximum permitted by the Code. The exact amount of your planned premium will
depend upon your objectives and your estimate of long-term investment
performance. You will find the minimum and planned premiums on the specification
page of your contract. 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 contract values among up to 10 of 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 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>
<S>                                            <C>
OHIO NATIONAL FUND, INC.                       ADVISER (SUBADVISER)
Equity Portfolio                               (Legg Mason Fund Adviser, Inc.)
Money Market Portfolio                         Ohio National Investments, Inc.
Bond Portfolio                                 Ohio National Investments, Inc.
Omni Portfolio (a flexible portfolio           Ohio National Investments, Inc.
fund)
International Portfolio                        (Federated Global Investment Management
                                               Corp.)
International Small Company Portfolio          (Federated Global Investment Management
                                               Corp.)
Capital Appreciation Portfolio                 (Jennison Associates, LLC)
Small Cap Portfolio                            (Founders Asset Management LLC)
Aggressive Growth Portfolio                    (Janus Capital Corporation)
Core Growth Portfolio                          (Pilgrim Baxter & Associates, Ltd.)
Growth & Income Portfolio                      (RS Investment Management, Co. LLC)
Capital Growth Portfolio                       (RS Investment Management, Co. LLC)
S&P 500 Index Portfolio                        Ohio National Investments, Inc.
Social Awareness Portfolio                     Ohio National Investments, Inc.
High Income Bond Portfolio                     (Federated Investment Counseling)
Equity Income Portfolio                        (Federated Investment Counseling)
Blue Chip Portfolio                            (Federated Investment Counseling)
Nasdaq 100 Index Portfolio                     Ohio National Investments, Inc.

GOLDMAN SACHS VARIABLE INSURANCE TRUST
Goldman Sachs Growth and Income Fund           Goldman Sachs Asset Management
Goldman Sachs CORE U.S. Equity Fund            Goldman Sachs Asset Management
Goldman Sachs Capital Growth Fund              Goldman Sachs Asset Management

JANUS ASPEN SERIES
Growth Portfolio                               Janus Capital Corporation
Worldwide Growth Portfolio                     Janus Capital Corporation
Balanced Portfolio                             Janus Capital Corporation

LAZARD RETIREMENT SERIES, INC.
Small Cap Portfolio                            Lazard Asset Management
Emerging Markets Portfolio                     Lazard Asset Management
</TABLE>

                                        2
<PAGE>   5
<TABLE>
<S>                                            <C>
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Mid Cap Growth Fund II                  Strong Capital Management, Inc.
Strong Opportunity Fund II
  (a mid cap/small cap fund)                   Strong Capital Management, Inc.
Strong Schafer Value Fund II                   Strong Capital Management, Inc.

VARIABLE INSURANCE PRODUCTS FUND SOURCE
CLASS 2 (FIDELITY)
VIP Contrafund(R) Portfolio                    Fidelity Management Research Company
VIP Mid Cap Portfolio                          Fidelity Management Research Company
VIP Growth Portfolio                           Fidelity Management Research Company

PBHG INSURANCE SERIES FUND, INC.
PBHG Technology & Telecommunications           Pilgrim Baxter & Associates, Ltd.
  Portfolio
</TABLE>

                                        3
<PAGE>   6

                               TABLE OF CONTENTS

<TABLE>
<S>                                          <C>
Definitions..............................      5
Introduction.............................      7
Assumptions and Scope of Prospectus......      7
Summary..................................      8
  Ohio National Financial Services
     Group...............................      8
  Ohio National Life Assurance
     Corporation.........................      8
  The Ohio Life Insurance Company........      8
  Ohio National Variable Account R.......      8
  The Funds..............................      8
  Death Benefits.........................      8
  Accumulation Value.....................      9
  Premiums...............................      9
  Charges and Deductions.................     10
  Federal Tax Matters....................     11
Ohio National Financial Services Group...     11
  Ohio National Life Assurance
     Corporation.........................     11
  The Ohio National Life Insurance
     Company ("Ohio National Life")......     11
  Ohio National Variable Account R
     ("VAR").............................     12
  The Funds..............................     12
  Mixed and Shared Funding...............     12
Death Benefits...........................     13
  Plan A -- Level Benefit................     13
  Plan B -- Variable Benefit.............     14
  Change in Death Benefit Plan...........     15
  Death Benefit Guarantee................     15
  Changes in Stated Amount...............     16
Accumulation Value.......................     16
  Determination of Variable Accumulation
     Values..............................     17
  Accumulation Unit Values...............     17
  Net Investment Factor..................     17
  Loans..................................     18
  Surrender Privileges...................     19
  Maturity...............................     19
Premiums.................................     20
  Purchasing a Contract..................     20
  Payment of Premiums....................     20
  Initial Premiums.......................     21
  Term Insurance Conversion Credit.......     21
  Minimum Premiums.......................     21
  Planned Premiums.......................     21
  Allocation of Premiums.................     22
  Transfers..............................     22
  Dollar Cost Averaging..................     22
  TeleAccess.............................     23
  Lapse..................................     23
  Reinstatement..........................     23
  Conversion.............................     24
  Free Look..............................     24
Charges And Deductions...................     24
  Premium Expense Charge.................     24
  Ohio National Life Employee Discount...     24
  Monthly Deduction......................     25
  Risk Charge............................     25
  Surrender Charge.......................     26
  Service Charges........................     26
  Other Charges..........................     26
General Provisions.......................     28
  Voting Rights..........................     28
  Additions, Deletions or Substitutions
     of Investments......................     28
  Annual Report..........................     29
  Limitation on Right to Contest.........     29
  Misstatements..........................     29
  Suicide................................     29
  Beneficiaries..........................     29
  Postponement of Payments...............     30
  Assignment.............................     30
  Non-Participating Contract.............     30
The General Account......................     30
  General Description....................     30
  Accumulation Value.....................     30
  Optional Insurance Benefits............     31
  Settlement Options.....................     31
Distribution of The Contract.............     31
Management of The Company................     32
Custodian................................     33
State Regulation of The Company..........     33
Federal Tax Matters......................     33
  Contract Proceeds......................     33
  Correction of Modified Endowment
     Contract............................     34
  Right to Charge for Company Taxes......     34
Employee Benefit Plans...................     34
Legal Proceedings........................     35
Legal Matters............................     35
Experts..................................     35
Registration Statement...................     35
Financial Statements.....................     35
Ohio National Life Assurance Corporation
  Financial Statements...................     36
Ohio National Variable Account R
  Financial Statements...................     54
Appendix A...............................     74
  Hypothetical Historical
     Illustrations.......................     74
</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 -- either insured's age at his or her nearest birthday.

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

Beneficiary -- the beneficiary designated by the contractowners in the
application or in the latest notification of change of beneficiary filed with
us. If the contractowner is the second insured and if no beneficiary survives
the second insured, the second insured's 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 Survivor 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(s) -- the person(s) 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 second 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 during the Death Benefit Guarantee
period.

First Insured -- the first insured who dies.

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 4%, and fees and charges as set forth in
the contract. This is the maximum premium permitted under the Code.

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 -- a 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 VAR 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 youngest insured's 100th birthday.

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

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

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

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

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

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

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

Pronouns -- "our", "us" or "we" means Ohio National Life Assurance Corporation.
"You", "your" or "yours" means the insureds. If the insureds are not the
contractowners, "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.

Second Insured -- the insured who dies after the first insured.

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 VAR which invests exclusively in the shares of a
corresponding portfolio of one of the Funds or of another mutual fund.

Surrender Charge -- a charge assessed in connection with contract surrenders,
lapses and decreases in stated amount, consisting of a charge applicable for 25
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.
Surrender charges vary with your ages, sexes, underwriting classification and
length of time you have held your policy. See the specification pages of your
policy or the discussion under "Surrender Charges" below for more detailed
information.

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.

VAR -- Ohio National Variable Account R.

                                        6
<PAGE>   9

                                  INTRODUCTION

As described on the cover page of this prospectus, the Vari-Vest Survivor
contract is a last survivor 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, however, the death benefit is not
paid until the death of the second insured.

The contract is similar to traditional life insurance in a number of respects.

     - The insureds receive insurance coverage to age 100 of the youngest
       insured 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 or decrease the stated amount
of insurance coverage any time after the first contract year.

                      ASSUMPTIONS AND SCOPE OF PROSPECTUS

This prospectus relates principally to VAR and contains only selected
information regarding the general account. 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", the "insureds" (including the first insured
       and the second insured) are the same people,

     - 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,

     - 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
discussion of each item. See the "Definitions," above, for the meanings of
various terms.

OHIO NATIONAL FINANCIAL SERVICES GROUP:

OHIO NATIONAL LIFE ASSURANCE CORPORATION -- We are 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 ("VAR") -- established by us on May 6, 1985 as
a means of offering the types of contract described in this prospectus. Net
premiums allocated to VAR 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 is a separate subaccount within VAR corresponding to each of the Funds
listed on pages 2 and 3. 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 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.

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 each Fund,
including their investment objectives, see the accompanying prospectuses. Read
the prospectuses carefully before investing.

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 of
the second insured. 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 upon the death of the second insured 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 or 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 of both insureds. No more than two changes in face amount are
allowed in any contract year.

                                        8
<PAGE>   11

The contract includes a death benefit guarantee. Under this provision, we
guarantee that the death benefit during the death benefit guarantee period will
not be less than the stated amount, provided you 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 VAR 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 5.0% (an effective
compound annual rate of 5.26%). 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%.

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 the first year 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 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. If you fail to meet
this requirement, the death benefit guarantee is no longer in effect and may
generally not be reinstated. The monthly minimum premium indicated on the
contract specification page will remain a level amount until you reach the end
of the death benefit guarantee period shown on the contract specification page.
You choose this period from among the available periods. Currently there are 2
different periods available: 5 years or to maturity. Not all options are
available in all states.

We may, at our discretion, refuse to accept a premium payment of less than $25
or one that would cause the contract, without an increase in death benefit, to
be disqualified as life insurance or to be treated as a modified

                                        9
<PAGE>   12

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, as it is only a planning device.

Allocation of Premiums -- you may allocate your net premiums among up to 10 of
the variable subaccounts and to the general account in any combination of whole
percentages. You indicate your initial allocation in the contract application.
Thereafter, you may transfer accumulation values and reallocate future premiums.

Transfers -- we allow transfers of accumulation values among the subaccounts of
VAR 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, 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 of both insureds 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 increase.

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

(a) from premiums we deduct a premium expense charge. The premium expense charge
includes:

     - a 4.00% deduction from premium payments for 20 years. This charge
       compensates us for our sales and distribution expenses, including agents'
       commissions, advertising and printing,

     - 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%;

(b) against the accumulation value we make a monthly deduction covering:

     - the cost of insurance,

     - administrative expenses ($10),

     - the risk of providing the death benefit guarantee ($0.00 or $0.03 per
       thousand of stated amount, depending on the death benefit guarantee
       period you choose), and the cost of any optional insurance benefit added
       by rider;

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

(d)  from accumulation value we deduct surrender charges in the event of full
     surrender, certain partial surrenders and decreases in stated amount.
     Surrender charges vary based on your ages, sexes, underwriting

                                       10
<PAGE>   13

classifications and the length of time you have held your policy. See the
specification pages of your policy for more detailed information.

The following table illustrates the maximum surrender charge per $1,000 of
stated amount for a male and female insureds at the same age and rating
classification. In no event will the surrender charge be more than $60 per
$1,000 of stated amount.

              MAXIMUM SURRENDER CHARGE PER $1,000 OF STATED AMOUNT

<TABLE>
<CAPTION>
                        AGE AND SEX                           SUPER PREFERRED   SMOKER
                        -----------                           ---------------   ------
<S>                                                           <C>               <C>
Male 35; Female 35..........................................      $18.50        $20.05
Male 45; Female 45..........................................       23.43         25.89
Male 55; Female 55..........................................       31.91         35.72
Male 65; Female 65..........................................       47.58         53.29
Male 75; Female 75..........................................       56.44         56.09
</TABLE>

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,

     - up to $100 (currently no charge is being made) for any special
       illustration of contract benefits that you may request.

Currently we impose lesser charges for transfers and illustrations, but we only
guarantee that such charges will never exceed the amounts stated above. We also
reserve the right to assess the assets of each subaccount 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 Fund prospectuses.

FEDERAL TAX MATTERS All death benefits paid under the contract will generally be
excludable from the beneficiary's gross income for federal income tax purposes.
Under current federal tax law, as long as the contract qualifies as a "life
insurance contract", any increases in accumulation value attributable to
favorable investment performance should accumulate on a tax deferred basis in
the same manner as with traditional whole life insurance. Partial withdrawals
and surrenders, however, may result in the taxation of the portion of such
withdrawals or surrenders 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.

                     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 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 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

                                       11
<PAGE>   14

District of Columbia and Puerto Rico. Currently it has assets in excess of $7.5
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 your contract.

OHIO NATIONAL VARIABLE ACCOUNT R ("VAR")

We established VAR on May 6, 1985 pursuant to the insurance laws of the State of
Ohio. VAR 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, VAR's assets are held exclusively for the benefit of
contractowners and persons entitled to payments under the contract. VAR's assets
are not chargeable with liabilities arising out of our other business.

We keep VAR's assets physically segregated from assets of our general account.
We maintain records of all purchases and redemptions of Fund shares by each of
VAR's subaccounts.

VAR has subaccounts corresponding to each of the Funds listed on pages 2 and 3.
VAR may in the future add or delete investment subaccounts. Each investment
subaccount will invest exclusively in shares representing interests in one of
the Funds. 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.

THE FUNDS

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

The Funds receive investment advice from their investment advisers. The Funds
pay each of the investment advisers a fee as described in the Fund prospectuses.
In some cases, the investment adviser pays part of its fee to a subadviser.

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

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

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

MIXED AND SHARED FUNDING

In addition to being offered to VAR, certain Fund shares are offered to Ohio
National Life's separate accounts for variable annuity contracts. Fund shares
may also be offered to other insurance company separate accounts and

                                       12
<PAGE>   15

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

     - changes in state insurance law;

     - changes in federal income tax law;

     - changes in the investment management of any portfolio of one of the
       Funds, or

     - differences between voting instructions given by different types of
       contractowners.

                                 DEATH BENEFITS

As long as the contract remains in force we will, upon receipt of due proof of
the death of both insureds, pay the contract proceeds to the beneficiary. The
contract does not pay a death benefit upon the death of the first insured. The
amount of the death benefit payable will be determined as of the date of death
of the second insured, 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 listed in the contract.

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 the death of the second
       insured 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 of the second insured
plus such accumulation value multiplied by the corridor percentage. The corridor
percentage varies with attained age of the younger insured, as indicated in the
following table:

<TABLE>
<CAPTION>
               CORRIDOR    ATTAINED    CORRIDOR    ATTAINED    CORRIDOR                    CORRIDOR
ATTAINED AGE  PERCENTAGE     AGE      PERCENTAGE     AGE      PERCENTAGE   ATTAINED 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 & above       0  %
    45           115        57          42           69         16
    46           109        58          38           70         15
    47           103        59          34           71         13
    48            97        60          30           72         11
    49            91        61          28           73         9
    50            85        62          26           74         7
    51            78        63          24         75-90        5
</TABLE>

                                       13
<PAGE>   16

Illustration of Plan A.  Assume that the younger insured's attained age at time
of the second insured's 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 the second insured who dies at the younger
insured's 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 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 the younger insured's 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 of the
       second insured 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 younger insured's attained age at
the time of the second insured's 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% (LOGO) $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 the younger insured's 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

                                       14
<PAGE>   17

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.

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 that the contract will not lapse during the death benefit guarantee
period provided you pay the minimum premium. (See "Premiums -- Minimum
Premiums.") Accordingly, as long as the death benefit guarantee is in effect,
the contract will not lapse even if, because of adverse investment performance,
the cash surrender value falls below the amount needed to pay the next monthly
deduction. A charge per $1,000 of stated amount will be made for each month the
death benefit guarantee is in effect. The charge is $0.00 if you choose a 5 year
guarantee or $0.03 if you choose the guarantee to maturity. (Only the 5 year
guarantee is available in Massachusetts and Texas.)

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.

                                       15
<PAGE>   18

CHANGES IN STATED AMOUNT

Subject to certain limitations, you may at any time after the first contract
year increase or 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 both be alive and must submit a
supplemental application to us with satisfactory proof of insurability of both
insureds. 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.

Only the increase in stated amount will be subject to the additional surrender
charge.

With respect to premiums allocated to an increase, you will have the same free
look and conversion rights with respect to an increase as with the initial
purchase of your contract.

Decreases. You may decrease your stated amount after the first year 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 amount of
that surrender charge and the 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 subaccounts of VAR. The
general account and the loan collateral account are discussed elsewhere in this
prospectus.

                                       16
<PAGE>   19

DETERMINATION OF VARIABLE ACCUMULATION VALUES

Your accumulation value in VAR may increase or decrease depending on the
investment performance of the subaccounts you choose. There is no guaranteed
minimum accumulation value in VAR.

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 VAR;

     (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 Funds.

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

                                       17
<PAGE>   20

         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 0.0020626% 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 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. 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 second 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.

Certain policy loans may result in currently taxable income and tax penalties.
If you are considering the use of policy loans as retirement income, you should
consult your personal tax adviser regarding potential tax

                                       18
<PAGE>   21

consequences that may arise if you do not make necessary payments to keep the
policy from lapsing. The amount of the premium payments necessary to keep the
policy from lapsing will increase with your age.

SURRENDER PRIVILEGES

As an alternative to obtaining access to your accumulation value by using the
loan provisions described above, you may obtain your cash surrender value by
exercising your surrender or partial surrender privileges. Surrenders, however,
may involve tax liability.

You may surrender your contract in full at any time by sending 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 the first year after 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:

     - 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 $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 next 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 25 contract years and for 25 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 the

                                       19
<PAGE>   22

100th birthday of the youngest insured. 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 80, but we may do so at our sole
discretion. Typically if one (but not both) of the insureds is over 80, but not
over 85, we will issue the contract, based on insurability. Non-smoker rates are
available if you are age 18 or over. We will only issue contracts 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
Limited Temporary Life Insurance 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. 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

We allocate premium payments to the various subaccounts the same day if received
by us at our home office before 4:00 p.m. Eastern time. If a premium payment is
dishonored, you will be liable to us for any changes in the market value between
the date received and the date we are notified that the payment was dishonored.
We will deduct any amount due for this reason from your contract value.

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.

                                       20
<PAGE>   23

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.

MINIMUM PREMIUMS

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 the end of the death benefit
guarantee period.

PLANNED PREMIUMS

When you purchase a contract, you will be asked to adopt a planned premium
schedule. 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 necessary to keep the death benefit guarantee in
effect and the maximum premium permitted for your contract to qualify as life
insurance under the Code. The guideline annual premium is a level amount which
should provide the benefits under the contract through age 100 of the youngest
insured 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

                                       21
<PAGE>   24

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 up to 10 of the subaccounts of VAR and the general account. Your
initial allocation will take effect on the first process day following the issue
date or, if later, when we receive your initial premium payment. Pending such
allocation, net premiums will be held in the Money Market subaccount. If you
fail to indicate an allocation in your contract application, we will leave your
net premiums in the Money Market subaccount until we receive allocation
instructions. The amount allocated to any subaccount or the general account must
equal a whole percentage. You may change the allocation of your future net
premiums at any time upon written notice to us. Premiums allocated to an
increase will be credited to the subaccounts and the general account in
accordance with your premium allocation then in effect on the later of the date
of the increase or the date we receive such a premium.

TRANSFERS

You may transfer the accumulation value of your contract among the subaccounts
of VAR 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 Fund on any one day may be
limited to 1% of the previous day's total net assets of that Fund if we or the
Fund, in our or their discretion, believe that the Fund might otherwise be
damaged.

If and when transfers must be so limited, some transfer requests will not be
made. In determining which requests will be made, scheduled transfers (pursuant
to a preexisting Dollar Cost Averaging program) will be made first, followed by
mailed written requests in the order postmarked and, lastly, telephone and
facsimile requests in the order received. If your transfer requests are 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.

                                       22
<PAGE>   25

The DCA program is only available on contracts having a total accumulation value
of at least $10,000. Each transfer under the DCA program must be at least $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.

TELEACCESS

If you 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 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 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.

                                       23
<PAGE>   26

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 last survivor flexible premium life insurance
policy by transferring all of your accumulation value to the general account.
After such a transfer, values and death benefits under your contract will be
determinable and guaranteed. Accumulation values will be determined as of the
date we receive a conversion request at our home office. There will be no change
in stated amount as a result of the conversion and no evidence of insurability
is required. Outstanding loans need not be repaid in order to convert your
contract. Transfers of accumulation value to the general account in connection
with such a conversion will be made without charge.

FREE LOOK

You have a limited right to cancel your contract or any increase in stated
amount. We will cancel the contract or increase if you notify us or our agent
before 20 days from the date you receive the contract or increase. Within seven
days after we receive your notice to cancel, we will return all of the money you
paid for the cancelled contract or increase.

                             CHARGES AND DEDUCTIONS

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

PREMIUM EXPENSE CHARGE

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

Distribution Charge. The contract is subject to a charge of 4% of premiums paid
in the first 20 years. This charge is intended to help defray the distribution
cost attributable to this contract.

State Premium Tax. Your premium payments will be subject to the state premium
tax and any other state or local taxes applicable to your contract. Currently,
most state premium taxes range from 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 40% of the first contract year's maximum
commissionable premium or 40% 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:

     - the policy approval date,

     - the policy effective date, or

     - the date the initial payment is received.

                                       24
<PAGE>   27

The subsequent credit, which is based on 3.5% of first year premium in excess of
the maximum commissionable premium plus 3.5% 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 40% initial credit on the increase
described above substitutes for the 3.5% 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 $10 for the cost of establishing and
       maintaining contract records and processing applications and notices,

     - a monthly charge per $1,000 of stated amount to compensate us for
       underwriting costs.

     - a risk charge 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 sexes,
attained ages, and rate classifications. The cost of insurance is calculated by
multiplying (i) by the result of (ii) minus (iii), where:

(i) is the cost of insurance rate as described in the contract. Such actual cost
    will be based on our expectations as to future mortality experience. It will
    not, however, be greater than the guaranteed cost of insurance rates set
    forth in the contract. Such rates for smokers and non-smokers are based on
    the 1980 Commissioner's Standard Ordinary, Male or Female, Smoker or
    Nonsmoker, mortality table age near birthday. 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.

The monthly charge per $1,000 of stated amount is based on the age of the
younger insured. It is:

<TABLE>
<CAPTION>
ISSUE AGE OF THE  LOAD PER $1,000 OF
YOUNGER INSURED     STATED AMOUNT
----------------  ------------------
<S>               <C>
     18-35              $0.033
     36-74              $0.035
      75+               $0.050
</TABLE>

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

RISK CHARGE

Your accumulation value in VAR, 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

                                       25
<PAGE>   28

corresponds to an annual rate of 0.75%. The risks we assume include the risks of
greater than anticipated mortality and expenses.

SURRENDER CHARGE

After the free look period and during the first 25 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. Surrender charges vary depending on your
ages, sexes, underwriting, classifications and the length of time you have held
your policy. See the specification page of your policy for more detailed
information.

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

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

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

SERVICE CHARGES

A charge (currently $3 and guaranteed not to exceed $15) will be imposed on each
transfer of accumulation values among the subaccounts of the variable account
and the general account. Currently, the Company is not assessing this charge on
the first four transfers made in any contract year. For partial surrenders, a
service fee will be charged equal to the lesser of $25 or 2% of the amount
surrendered. A fee, not to exceed $100, is charged for any illustration of
benefits and values that you may request after the issue date.

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 Funds pay
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.

                                       26
<PAGE>   29

The total expenses of each of the Funds in 1999, as a percent of each Fund's net
assets, were:

<TABLE>
       <S>                                                             <C>
       OHIO NATIONAL FUND, INC.:
         Money Market Portfolio*...................................    0.36%
         Equity Portfolio**........................................    0.92%
         Bond Portfolio............................................    0.77%
         Omni Portfolio............................................    0.67%
         S&P 500 Index Portfolio...................................    0.49%
         International Portfolio*..................................    1.21%
         International Small Company Portfolio.....................    2.06%
         Capital Appreciation Portfolio............................    0.95%
         Small Cap Portfolio.......................................    0.89%
         Aggressive Growth Portfolio...............................    0.95%
         Core Growth Portfolio.....................................    1.06%
         Growth & Income Portfolio.................................    0.95%
         Capital Growth Portfolio..................................    1.09%
         Social Awareness Portfolio................................    0.93%
         High Income Bond Portfolio................................    1.13%
         Equity Income Portfolio...................................    1.28%
         Blue Chip Portfolio.......................................    1.35%
         Nasdaq 100 Index Portfolio**..............................    0.95%
       GOLDMAN SACHS VARIABLE INSURANCE TRUST:
         Goldman Sachs Growth and Income Fund*.....................    1.00%
         Goldman Sachs CORE U.S. Equity Fund.......................    0.90%
         Goldman Sachs Capital Growth Fund*........................    1.00%
       JANUS ASPEN SERIES:
         Growth Portfolio..........................................    0.92%
         Worldwide Growth Portfolio................................    0.95%
         Balanced Portfolio........................................    0.92%
       LAZARD RETIREMENT SERIES, INC.:
         Small Cap Portfolio*......................................    1.25%
         Emerging Markets Portfolio*...............................    1.60%
       STRONG VARIABLE INSURANCE FUNDS, INC.:
         Strong Mid Cap Growth Fund II*............................    1.15%
         Strong Opportunity Fund II................................    1.14%
         Strong Shafer Value Fund II*..............................    1.20%
       VARIABLE INSURANCE PRODUCTS FUND SERVICE CLASS 2 (FIDELITY)
         VIP Contrafund(R) Portfolio...............................    0.95%
         VIP Mid Cap Portfolio.....................................    1.25%
         VIP Growth Portfolio......................................    0.93%
</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:

**  Reflects current expenses due to subadviser fees.

*** Estimated

                                       27
<PAGE>   30

<TABLE>
       <S>                                                             <C>
       OHIO NATIONAL FUND, INC.:
         Money Market Portfolio....................................     0.41%
         International Portfolio...................................     1.26%
       GOLDMAN SACHS VARIABLE INSURANCE TRUST:
         Goldman Sachs Growth and Income Fund......................     1.22%
         Goldman Sachs Capital Growth Fund.........................     1.69%
       LAZARD RETIREMENT SERIES, INC.:
         Small Cap Portfolio.......................................     7.31%
         Emerging Markets Portfolio................................     9.59%
       STRONG VARIABLE INSURANCE FUNDS, INC.:
         Strong Mid Cap Growth II..................................     1.17%
         Strong Schafer Value II...................................     1.57%
       PBHG INSURANCE SERIES FUND, INC.:
         PBHG Technology & Communications Portfolio................     1.09%
</TABLE>

                               GENERAL PROVISIONS

VOTING RIGHTS

We will vote the Fund shares held in the various subaccounts of VAR 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
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 VAR which are not attributable to contracts, in proportion to the voting
instructions which are received with respect to contracts participating in VAR.
Each person having a voting interest will receive proxy material, reports and
other material relating to the Funds.

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 VAR or would result in the purchase of securities for VAR 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 Funds should
no longer be available for investment or if, in the judgment of management,
further investment in shares of the Funds would be inappropriate in view of the
purposes of the contract, we may substitute shares of any

                                       28
<PAGE>   31

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 VAR
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. Although there is generally no charge, we may charge a fee
of not more than $100 for this report and if you ask for more than one annual
report.

LIMITATION ON RIGHT TO CONTEST

We will not contest the insurance coverage provided under the contract, except
for any subsequent increase in stated amount, after the contract has been in
force 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 for two years following the effective date of the increase. Any
increase will be contestable within the two year period only with regard to
statements concerning the increase.

MISSTATEMENTS

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

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

     (ii) is the death benefit, less the accumulation value on the date of death
          of the second insured, multiplied by the ratio of (a) the cost of
          insurance actually deducted at the beginning of the contract month in
          which the death of the second insured 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 or self-destruction within two
years from the contract date or two years from the date of any increase in
stated amount with respect to 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.

                                       29
<PAGE>   32

BENEFICIARIES

The primary and contingent beneficiaries are designated by the contractowner(s)
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 insureds, 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(s).

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 VAR'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.

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 accumulation value in the
general account will accrue interest daily at an effective annual rate of at
least 4%, without regard to the actual investment experience of the general
account. Consequently, if you pay the planned premiums, allocate all net
premiums only to the general account and make no transfers, partial surrenders,
or contract loans, the minimum amount and duration of your death benefit will be
determinable and guaranteed. Transfers from the general account to VAR are
partially restricted and allocation of substantial sums to the general account
reduces the flexibility of the contract.

                                       30
<PAGE>   33

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 VAR 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 joint life term
insurance, individual term insurance, double coverage, first to die waiver,
option to split coverage, waiver of premium, preferred loan and continuation of
coverage. 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.

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. The five
settlement options are (i) Proceeds at interest (ii) Payment for a period of
time (iii) Life Income (iv) Payment of a certain amount or (v) Joint and
Survivor life income. 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 insureds, the contractowners may select a
settlement option. If a settlement option has not been chosen at the second
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's 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

                                       31
<PAGE>   34

any time by either party on 60 days' written notice. During 1999, VAR received
$33,750,069 in premium payments for variable life insurance contracts. From this
amount, we paid ONEQ $10,322,617 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
Barbara A. Turner.........................  Operations Vice President, Treasurer and
                                            Compliance Officer
</TABLE>

                           MANAGEMENT OF THE COMPANY

<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 and Senior Investment Officer
Christopher A. Carlson                            Vice President and Senior Investment Officer
David W. Cook                                     Senior Vice President & Actuary
Dennis C. Twarogowski                             Vice President, Career Marketing
Ronald J. Dolan                                   Director and Executive 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 & Executive Vice President, Strategic
                                                  Initiatives
George B. Pearson                                 Vice President, PGA Marketing
D. Gates Smith                                    Executive Vice President, Agency and Group
                                                  Distribution
Michael D. Stohler                                Vice President, Mortgages & Real Estate
Stuart G. Summers                                 Director and Executive Vice President &
                                                  General Counsel
</TABLE>

                                       32
<PAGE>   35

---------------
* 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, NA, 425 Walnut Street,
Cincinnati, Ohio, serves as custodian of the assets of VAR. The fee of the
custodian for services rendered to VAR is paid by us. The custodian also
provides valuation and certain recordkeeping services to VAR, 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 VAR.

                        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 VAR 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 second 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.

                                       33
<PAGE>   36

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

Currently, no charge is assessed against VAR for our federal taxes, or provision
made for such taxes, that may be attributable to VAR. However, we may in the
future charge each subaccount of VAR 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 VAR.
Any such charges against VAR 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.

                                       34
<PAGE>   37

                               LEGAL PROCEEDINGS

There are no legal proceedings to which VAR 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 our total assets or
that relates to VAR.

                                 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 last survivor 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.

                                    EXPERTS

The financial statements of VAR as of December 31, 1999 and for each of the
periods indicated herein and the financial statements of the Company as of
December 31, 1999 and 1998 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 Survivor 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, VAR, 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 your
contract. They should not be considered as bearing on the investment performance
of the assets held in VAR.

                                       35
<PAGE>   38

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY-OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)

                              Financial Statements

                           December 31, 1999 and 1998

                   With Independent Auditors' Report Thereon

                                       36
<PAGE>   39

                          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, 1999 and 1998, 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, 1999. 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, 1999 and 1998, and the results of its operations
and its cash flows for each of the years in the three-year period ended December
31, 1999 in conformity with generally accepted accounting principles.

/s/ KPMG LLP

Cincinnati, Ohio
January 28, 2000

                                       37
<PAGE>   40

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)

                                 BALANCE SHEETS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                 1999         1998
                                                              ----------    ---------
<S>                                                           <C>           <C>
ASSETS
Investments (notes 4, 7 and 8):
  Fixed maturities available-for-sale, at fair value          $  532,963      606,434
  Fixed maturities held-to-maturity, at amortized cost            98,542       97,576
  Mortgage loans on real estate, net                             262,516      229,647
  Policy loans                                                    44,001       40,597
  Short-term investments                                          68,954        8,997
                                                              ----------    ---------
          Total investments                                    1,006,976      983,251
Cash                                                               4,166        6,203
Accrued investment income                                         11,515       11,963
Deferred policy acquisition costs                                177,062      138,582
Reinsurance recoverables                                         117,612      105,119
Other assets                                                       3,177        3,791
Assets held in Separate Accounts                                 164,473      103,306
                                                              ----------    ---------
          Total assets                                        $1,484,981    1,352,215
                                                              ==========    =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Future policy benefits and claims (note 5)                    $1,081,024    1,001,501
Other policyholder funds                                           2,300        2,357
Accrued Federal income tax (note 6):
  Current                                                            820        1,796
  Deferred                                                         1,735       11,355
Other liabilities                                                 12,865       19,705
Liabilities related to Separate Accounts                         164,473      103,306
                                                              ----------    ---------
          Total liabilities                                    1,263,217    1,140,020
                                                              ----------    ---------
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 (loss) income                   (7,382)      12,211
  Retained earnings                                              192,521      163,359
                                                              ----------    ---------
          Total stockholder's equity                             221,764      212,195
Commitments and contingencies (notes 11 and 12)
                                                              ----------    ---------
          Total liabilities and stockholder's equity          $1,484,981    1,352,215
                                                              ==========    =========
</TABLE>

                See accompanying notes to financial statements.
                                       38
<PAGE>   41

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)

                              STATEMENTS OF INCOME
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                1999       1998       1997
                                                              --------    -------    -------
<S>                                                           <C>         <C>        <C>
Revenues (note 11):
  Universal life, annuity and investment product policy
     charges                                                  $ 66,550     60,609     51,020
  Traditional life and accident and health insurance
     premiums                                                    8,708     10,975     10,512
  Net investment income (note 4)                                76,688     69,547     61,348
  Net realized (losses) gains on investments (note 4)           (1,571)       201      1,411
                                                              --------    -------    -------
                                                               150,375    141,332    124,291
                                                              --------    -------    -------
Benefits and expenses (notes 10 and 11):
  Benefits and claims                                           80,794     76,663     67,230
  Amortization of deferred policy acquisition costs              9,131     12,249      5,487
  Other operating costs and expenses                            15,585     12,446     13,156
                                                              --------    -------    -------
                                                               105,510    101,358     85,873
                                                              --------    -------    -------
     Income before Federal income tax                           44,865     39,974     38,418
                                                              --------    -------    -------
Federal income tax (note 6):
  Current expense                                               13,071     16,013     14,361
  Deferred tax expense (benefit)                                 2,632     (1,771)       315
                                                              --------    -------    -------
                                                                15,703     14,242     14,676
                                                              --------    -------    -------
     Net income                                               $ 29,162     25,732     23,742
                                                              ========    =======    =======
</TABLE>

                See accompanying notes to financial statements.
                                       39
<PAGE>   42

                    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, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  ACCUMULATED
                                                   ADDITIONAL        OTHER                        TOTAL
                                        CAPITAL     PAID-IN      COMPREHENSIVE    RETAINED    STOCKHOLDER'S
                                        SHARES      CAPITAL      INCOME (LOSS)    EARNINGS       EQUITY
                                        -------    ----------    -------------    --------    -------------
<S>                                     <C>        <C>           <C>              <C>         <C>
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
                                        ======       ======         =======       =======        =======
1999
  Balance, beginning of year            $9,600       27,025          12,211       163,359        212,195
  Comprehensive income:
     Net income                             --           --              --        29,162         29,162
     Other comprehensive loss (note
       13)                                  --           --         (19,593)           --        (19,593)
                                                                                                 -------
  Total comprehensive income                                                                       9,569
                                        ------       ------         -------       -------        -------
  Balance, end of year                  $9,600       27,025          (7,382)      192,521        221,764
                                        ======       ======         =======       =======        =======
</TABLE>

                See accompanying notes to financial statements.
                                       40
<PAGE>   43

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)

                            STATEMENTS OF CASH FLOWS

                 YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               1999         1998        1997
                                                             ---------    --------    --------
<S>                                                          <C>          <C>         <C>
Cash flows from operating activities:
  Net income                                                 $  29,162      25,732      23,742
  Adjustments to reconcile net income to net cash provided
     by operating activities:
       Capitalization of deferred policy acquisition costs     (26,790)    (28,516)    (23,855)
       Amortization of deferred policy acquisition costs         9,131      12,443       5,787
       Amortization and depreciation                               184         213       1,297
       Realized losses (gains) on invested assets, net           1,571        (201)     (1,411)
       Increase (decrease) in accrued investment income            448      (1,780)     (1,518)
       Increase in reinsurance receivables and other assets    (11,995)    (24,669)     (6,225)
       Increase in policyholder account balances                14,650      19,025       6,672
       (Decrease) increase in other policyholder funds             (57)       (145)        215
       (Decrease) increase in current Federal income tax
          payable                                                 (976)        921         184
       Increase (decrease) in other liabilities                 (6,724)      4,831       2,539
       Deferred income taxes                                     2,632      (1,771)        315
       Other, net                                                  919        (864)     (5,396)
                                                             ---------    --------    --------
          Net cash provided by operating activities             12,155       5,219       2,346
                                                             ---------    --------    --------
Cash flows from investing activities:
  Proceeds from maturity of fixed maturities
     available-for-sale                                         32,314      32,256      84,974
  Proceeds from maturity of fixed maturities
     held-to-maturity                                            7,944       7,964      11,039
  Proceeds from repayment of mortgage loans on real estate      22,351      38,862      46,468
  Cost of fixed maturities available-for-sale acquired         (14,965)   (123,507)   (136,593)
  Cost of fixed maturities held-to-maturity acquired            (8,079)    (48,181)    (25,966)
  Cost of mortgage loans on real estate acquired               (55,270)    (53,186)    (84,114)
  Change in policy loans, net                                   (3,404)     (2,471)     (3,191)
                                                             ---------    --------    --------
          Net cash used in investing activities                (19,109)   (148,263)   (107,383)
                                                             ---------    --------    --------
Cash flows from financing activities:
  Increase in universal life and investment product account
     balances                                                  227,664     265,733     205,445
  Decrease in universal life and investment product account
     balances                                                 (162,790)   (133,570)   (110,729)
                                                             ---------    --------    --------
          Net cash provided by financing activities             64,874     132,163      94,716
                                                             ---------    --------    --------
Net increase (decrease) in cash and cash equivalents            57,920     (10,881)    (10,321)
Cash and cash equivalents, beginning of year                    15,200      26,081      36,402
                                                             ---------    --------    --------
Cash and cash equivalents, end of year                       $  73,120      15,200      26,081
                                                             =========    ========    ========
</TABLE>

                See accompanying notes to financial statements.
                                       41
<PAGE>   44

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY-OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 1999, 1998, AND 1997
                                 (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).

                                       42
<PAGE>   45
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY-OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

                       DECEMBER 31, 1999, 1998, AND 1997
                                 (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, net of associated
        deferred acquisition costs and capital gains expenses. 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.

                                       43
<PAGE>   46
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY-OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

                       DECEMBER 31, 1999, 1998, AND 1997
                                 (IN THOUSANDS)

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

     (c) DEFERRED POLICY ACQUISITION COSTS

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

     (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

                                       44
<PAGE>   47
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY-OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

                       DECEMBER 31, 1999, 1998, AND 1997
                                 (IN THOUSANDS)

        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.

     (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) COMPREHENSIVE INCOME

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

     (j) 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, 1999 and
1998 was $119,569 and $114,373, respectively. The statutory basis net income of
ONLAC for the years ended December 31, 1999, 1998, and 1997 was $20,567,
$16,524, and $15,540, respectively.

                                       45
<PAGE>   48
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY-OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

                       DECEMBER 31, 1999, 1998, AND 1997
                                 (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)
                                        INVESTMENT INCOME              ON INVESTMENTS
                                   ---------------------------    ------------------------
                                    1999       1998      1997      1999      1998    1997
                                   -------    ------    ------    -------    ----    -----
<S>                                <C>        <C>       <C>       <C>        <C>     <C>
Fixed maturities
  available-for-sale               $43,620    40,678    34,847    $(2,454)    300      346
Fixed maturities held-to-maturity    7,779     5,036     4,222        830       2      185
Mortgage loans on real estate       21,608    19,636    18,007         98      58      900
Short-term                           1,293     1,824     2,121
Other                                3,339     2,898     2,749
                                   -------    ------    ------    -------    ----    -----
           Total                    77,639    70,072    61,946     (1,526)    360    1,431
Investment expenses                   (951)     (525)     (598)
DAC amortization                                                       11    (194)      --
Change in valuation allowance for
  mortgage loans on real estate                                       (56)     35      (20)
                                   -------    ------    ------    -------    ----    -----
        Net investment income      $76,688    69,547    61,348
                                   =======    ======    ======
        Net realized (losses)
           gains on investments                                   $(1,571)    201    1,411
                                                                  =======    ====    =====
</TABLE>

The components of unrealized gains on fixed maturities available-for-sale, net,
were as follows as of December 31:

<TABLE>
<CAPTION>
                                                       1999       1998
                                                     --------    -------
<S>                                                  <C>         <C>
Gross unrealized gains (losses)                      $(19,337)    32,911
  Adjustment to deferred policy acquisition costs       8,407    (11,803)
  Deferred Federal income tax                           3,548     (8,897)
                                                     --------    -------
                                                     $ (7,382)    12,211
                                                     ========    =======
</TABLE>

                                       46
<PAGE>   49
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (A WHOLLY-OWNED SUBSIDIARY OF
                   THE OHIO NATIONAL LIFE INSURANCE COMPANY)

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

                       DECEMBER 31, 1999, 1998, AND 1997
                                 (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, 1999                                  DECEMBER 31, 1998
                               -----------------------------------------------    -----------------------------------------------
                                             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                   $ 52,716      1,215          (616)      53,315       52,778       9,530           --       62,308
  Obligations of states and
    political subdivisions        4,066         22           (33)       4,055        5,202         265          (36)       5,431
  Corporate securities          349,968      3,517       (21,568)     331,917      377,168      21,463       (6,381)     392,250
  Mortgage-backed securities    145,550        580        (2,454)     143,676      138,375       8,210         (140)     146,445
                               --------      -----       -------      -------      -------      ------       ------      -------
                               $552,300      5,334       (24,671)     532,963      573,523      39,468       (6,557)     606,434
                               ========      =====       =======      =======      =======      ======       ======      =======
Fixed maturities
  held-to-maturity:
  Corporate securities         $ 96,007      1,224        (4,380)      92,851       95,011       8,008          (14)     103,005
  Other                           2,535         19            --        2,554        2,565         483           --        3,048
                               --------      -----       -------      -------      -------      ------       ------      -------
                               $ 98,542      1,243        (4,380)      95,405       97,576       8,491          (14)     106,053
                               ========      =====       =======      =======      =======      ======       ======      =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                              FIXED MATURITY SECURITIES
                                                 ---------------------------------------------------
                                                   AVAILABLE-FOR-SALE           HELD-TO-MATURITY
                                                 -----------------------    ------------------------
                                                 AMORTIZED    ESTIMATED     AMORTIZED     ESTIMATED
                                                   COST       FAIR VALUE      COST       FAIR VALUE
                                                 ---------    ----------    ---------    -----------
<S>                                              <C>          <C>           <C>          <C>
Due in one year or less                          $    860          866          154           149
Due after one year through five years              63,763       63,580       11,389        11,027
Due after five years through ten years            146,564      141,997       26,179        25,346
Due after ten years                               341,113      326,520       60,820        58,883
                                                 --------      -------       ------        ------
                                                 $552,300      532,963       98,542        95,405
                                                 ========      =======       ======        ======
</TABLE>

Sales of fixed maturities available-for-sale in 1999 resulted in proceeds of
$29,040, with gross realized gain of $155 and gross realized losses of $1,140,
excluding calls. There were no sales of fixed maturities available-for-sale in
1998 and 1997. Investments with an amortized cost of $4,008 and $3,460 as of
December 31, 1999 and 1998, respectively, were on deposit with various
regulatory agencies as required by law. Realized gains on fixed maturities
held-to-maturity relate to calls.

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 1999, and no foreclosures are in process as of December
31, 1999.

                                       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, 1999, 1998, AND 1997
                                 (IN THOUSANDS)

(5) FUTURE POLICY BENEFIT AND CLAIMS

The liability for future policy benefits for universal life policies and
investment contracts (approximately 86% of the total liability for future policy
benefits as of December 31, 1999 and 1998) has been established based on the
aggregate account value without reduction for surrender charges. The average
interest rate to be credited on investment product policies was 6.3% and 5.6% as
of December 31, 1999 and 1998, 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 new policies are the 1980 CSO table with 4% to 5% interest. With
respect to older policies, the mortality table and interest assumptions used are
primarily the 1958 CSO table with 4% interest and the 1980 CSO table with 4%-6%
interest.

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, 1999.

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

<TABLE>
<CAPTION>
                                               1999       1998      1997
                                              -------    ------    ------
<S>                                           <C>        <C>       <C>
Operations                                    $15,703    14,242    14,676
Unrealized gains (losses) on securities
  available-for-sale                          (12,445)      947     5,080
                                              -------    ------    ------
                                              $ 3,258    15,189    19,756
                                              =======    ======    ======
</TABLE>

                                       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, 1999, 1998, AND 1997
                                 (IN THOUSANDS)

Total Federal income tax expense for the years ended December 31, 1999, 1998,
and 1997 differs from the amount computed by applying the U.S. Federal income
tax rate to income before Federal income tax as follows:

<TABLE>
<CAPTION>
                                           1999               1998               1997
                                      ---------------    ---------------    ---------------
                                      AMOUNT      %      AMOUNT      %      AMOUNT      %
                                      -------    ----    -------    ----    -------    ----
<S>                                   <C>        <C>     <C>        <C>     <C>        <C>
Computed (expected) tax expense       $15,703    35.0    $13,991    35.0    $13,447    35.0
Differential earnings                      --     0.0       (225)   (0.6)       611     1.6
Tax exempt interest and dividends
  received deduction                      (87)   (0.6)       (57)   (0.1)       (20)   (0.1)
Other, net                                 87     0.6        533     1.3        638     1.7
                                      -------    ----    -------    ----    -------    ----
           Total expense and
             effective rate           $15,703    35.0    $14,242    35.6    $14,676    38.2
                                      =======    ====    =======    ====    =======    ====
</TABLE>

Total Federal income tax paid during the years ended December 31, 1999, 1998,
and 1997 was $14,540, $15,092, and $14,176 (net of refunds of $493, $1,773, 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, 1999
and 1998 are as follows:

<TABLE>
<CAPTION>
                                                        1999       1998
                                                       -------    -------
<S>                                                    <C>        <C>
Deferred tax assets:
  Future policy benefits                               $28,087     32,780
  Mortgage loans and real estate                           830        811
  Other                                                  5,487         76
                                                       -------    -------
           Total gross deferred tax assets              34,404     33,667
                                                       -------    -------
Deferred tax liabilities:
     Deferred policy acquisition costs                  35,236     33,201
     Fixed maturities available-for-sale                   723     11,821
     Other                                                 180         --
                                                       -------    -------
           Total gross deferred tax liabilities         36,139     45,022
                                                       -------    -------
           Net deferred tax liability                  $(1,735)   (11,355)
                                                       =======    =======
</TABLE>

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

                                       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, 1999, 1998, AND 1997
                                 (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.

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

                                       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, 1999, 1998, AND 1997
                                 (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>
                                                            1999                      1998
                                                   ----------------------    ----------------------
                                                   CARRYING    ESTIMATED     CARRYING    ESTIMATED
                                                    AMOUNT     FAIR VALUE     AMOUNT     FAIR VALUE
                                                   --------    ----------    --------    ----------
           <S>                                     <C>         <C>           <C>         <C>
           ASSETS
             Investments:
                Fixed maturities
                   available-for-sale              $532,963     532,963      606,434      606,434
                Fixed maturities held-to-maturity    98,542      95,405       97,576      106,053
                Mortgage loans on real estate       262,516     256,824      229,647      250,380
                Policy loans                         44,001      44,001       40,597       40,597
                Short-term investments               68,954      68,954        8,997        8,997
             Cash                                     4,166       4,166        6,203        6,203
             Assets held in Separate Accounts       164,473     164,473      103,306      103,306
           LIABILITIES
             Deferred and immediate annuity
                contracts                          $107,777     106,111      104,464      105,010
             Other policyholder funds                 2,300       2,300        2,357        2,357
             Liabilities related to Separate
                Accounts                            164,473     164,473      103,306      103,306
</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 10% in
any state at December 31, 1999. The summary below depicts loan exposure of
remaining principal balances type at December 31:

<TABLE>
<CAPTION>
                                                                           1999       1998
                                                                         --------    -------
            <S>                                                          <C>         <C>
            MORTGAGE ASSETS BY TYPE:
              Retail                                                     $ 85,080     75,553
              Office                                                       56,260     50,323
              Apartment                                                    62,304     48,017
              Industrial                                                   41,588     36,926
              Other                                                        19,657     21,145
                                                                         --------    -------
                                                                          264,889    231,964
                       Less valuation allowances                            2,373      2,317
                                                                         --------    -------
                       Total mortgage loans on real estate, net          $262,516    229,647
                                                                         ========    =======
</TABLE>

(9) REGULATORY RISK-BASED CAPITAL AND DIVIDEND RESTRICTIONS ON RETAINED EARNINGS

Based upon the December 31, 1999 and 1998 financial statements, the Company
exceeds all required risk-based capital levels.
                                       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, 1999, 1998, AND 1997
                                 (IN THOUSANDS)

The payment of dividends by the Company to its parent, ONLIC, is limited by Ohio
law. As of December 31, 1999, $97,977 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 $14,000, $12,800, and $11,400 in 1999, 1998, and 1997,
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>
                                           1999                      1998                      1997
                                  ----------------------    ----------------------    ----------------------
                                                 NON-                      NON-                      NON-
                                  AFFILIATE    AFFILIATE    AFFILIATE    AFFILIATE    AFFILIATE    AFFILIATE
                                  ---------    ---------    ---------    ---------    ---------    ---------
<S>                               <C>          <C>          <C>          <C>          <C>          <C>
Premiums                           $25,495      21,669       25,760       24,316       20,473       18,953
Benefits incurred                   12,943      12,704       12,797        9,707       12,075        7,140
Commission and expense
  allowances                         2,889       2,984        2,987        2,514        2,374        3,241
Reinsurance recoverable:
Reserves for future policy
  benefits                          50,111      57,064       44,773       48,077       36,543       40,455
Policy and contract claims
  payable                            1,609       1,663        2,356        3,645        1,318          987
</TABLE>

Net traditional life and accident and health premium income in 1999, 1998, and
1997 is summarized as follows:

<TABLE>
<CAPTION>
                                                                1999       1998       1997
                                                               -------    -------    -------
         <S>                                                   <C>        <C>        <C>
         Direct premiums earned                                $53,701     58,686     48,313
         Reinsurance assumed                                     2,172      2,365      2,181
         Reinsurance ceded                                     (47,165)   (50,076)   (39,982)
                                                               -------    -------    -------
           Net premiums earned                                 $ 8,708     10,975     10,512
                                                               =======    =======    =======
</TABLE>

Reinsurance does not discharge the Company from its primary liability to
policyholders and to the extent that a reinsurer should be unable to meet its
obligations, the Company would be liable to policyholders.

(12) CONTINGENCIES

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

                                       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, 1999, 1998, AND 1997
                                 (IN THOUSANDS)

(13) COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>
                                                1999       1998      1997
                                              --------    ------    ------
<S>                                           <C>         <C>       <C>
Unrealized (losses) gains on securities
  available-for-sale arising during the
  period:
     Net of adjustment to deferred policy
        acquisition costs                     $(26,481)    3,358    14,126
     Related Federal tax benefit (expense)      10,500    (1,131)   (4,944)
                                              --------    ------    ------
        Net                                    (15,981)    2,227     9,182
                                              --------    ------    ------
Reclassification adjustment for net losses
  on securities available-for-sale
  realized during the period:
     Gross                                       5,557       527       227
     Related federal tax benefit                (1,945)     (184)      (79)
                                              --------    ------    ------
        Net                                      3,612       343       148
                                              --------    ------    ------
        Total other comprehensive (loss)
           income                             $(19,593)    1,884     9,034
                                              ========    ======    ======
</TABLE>

                                       53
<PAGE>   56

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF ASSETS AND CONTRACT OWNERS' EQUITY

                                                               December 31, 1999

<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>
Assets -- Investments at
  market value (note 2)...   $34,867,446     $4,377,995   $1,878,813   $11,808,840    $24,120,263     $7,587,944     $22,741,130
                             ===========     ==========   ==========   ===========    ===========     ==========     ===========
Contract owners' equity
  Contracts in
     accumulation period
     (note 3).............   $34,867,446     $4,377,995   $1,878,813   $11,808,840    $24,120,263     $7,587,944     $22,741,130
                             ===========     ==========   ==========   ===========    ===========     ==========     ===========
</TABLE>

<TABLE>
<CAPTION>
                            INTERNATIONAL
                                SMALL        AGGRESSIVE      CORE       GROWTH &        S&P 500         SOCIAL
                               COMPANY         GROWTH       GROWTH       INCOME          INDEX        AWARENESS       BLUE CHIP
                              SUBACCOUNT     SUBACCOUNT   SUBACCOUNT   SUBACCOUNT     SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
                            --------------   ----------   ----------   -----------   -------------   ------------   -------------
<S>                         <C>              <C>          <C>          <C>           <C>             <C>            <C>
Assets -- Investments at
  market value (note 2)...   $ 5,060,766     $3,990,634   $3,690,169   $13,253,157    $18,673,763     $  465,325     $       468
                             ===========     ==========   ==========   ===========    ===========     ==========     ===========
Contract owners' equity
  Contracts in
     accumulation period
     (note 3).............   $ 5,060,766     $3,990,634   $3,690,169   $13,253,157    $18,673,763     $  465,325     $       468
                             ===========     ==========   ==========   ===========    ===========     ==========     ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                     JANUS ASPEN SERIES
                                 HIGH                     ----------------------------------------
                                INCOME        CAPITAL                   WORLDWIDE
                                 BOND          GROWTH       GROWTH       GROWTH        BALANCED
                              SUBACCOUNT     SUBACCOUNT   SUBACCOUNT   SUBACCOUNT     SUBACCOUNT
                            --------------   ----------   ----------   -----------   -------------
<S>                         <C>              <C>          <C>          <C>           <C>             <C>            <C>
Assets -- Investments at
  market value (note 2)...   $    58,437     $  298,318   $6,199,378   $ 3,686,627    $    72,185
                             ===========     ==========   ==========   ===========    ===========
Contract owners' equity
  Contracts in
     accumulation period
     (note 3).............   $    58,437     $  298,318   $6,199,378   $ 3,686,627    $    72,185
                             ===========     ==========   ==========   ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                     STRONG VARIABLE FUNDS                           GOLDMAN SACHS
                            ----------------------------------------   ------------------------------------------
                                              SCHAFER      MID-CAP     VIT GROWTH      VIT CORE      VIT CAPITAL
                            OPPORTUNITY II    VALUE II      GROWTH      & INCOME       US EQUITY        GROWTH
                              SUBACCOUNT     SUBACCOUNT   SUBACCOUNT   SUBACCOUNT     SUBACCOUNT      SUBACCOUNT
                            --------------   ----------   ----------   -----------   -------------   ------------
<S>                         <C>              <C>          <C>          <C>           <C>             <C>            <C>
Assets -- Investments at
  market value (note 2)...   $     2,970     $    8,725   $  292,074   $   687,600    $     7,772     $   14,006
                             ===========     ==========   ==========   ===========    ===========     ==========
Contract owners' equity
  Contracts in
     accumulation period
     (note 3).............   $     2,970     $    8,725   $  292,074   $   687,600    $     7,772     $   14,006
                             ===========     ==========   ==========   ===========    ===========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                 LAZARD RETIREMENT
                            ---------------------------
                               EMERGING        SMALL
                                MARKET          CAP
                              SUBACCOUNT     SUBACCOUNT
                            --------------   ----------
<S>                         <C>              <C>          <C>          <C>           <C>             <C>            <C>
Assets -- Investments at
  market value (note 2)...   $   583,841     $   43,522
                             ===========     ==========
Contract owners' equity
  Contracts in
     accumulation period
     (note 3).............   $   583,841     $   43,522
                             ===========     ==========
</TABLE>

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

                                       54
<PAGE>   57

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF OPERATIONS

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                                          EQUITY                                      MONEY MARKET
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998            1997            1999            1998           1997
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Investment activity:
  Reinvested dividends................  $   103,759     $   374,943     $   453,946     $   157,294     $   92,380     $   55,657
  Risk & administrative expense (note
     4)...............................     (236,084)       (222,953)       (190,776)        (23,933)       (13,276)        (7,949)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net investment activity........     (132,325)        151,990         263,170         133,361         79,104         47,708
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Realized & unrealized gain (loss) on
     Investments:
     Reinvested capital gains.........   13,411,033         582,686       1,475,813               0              0              0
     Realized gain (loss).............    1,165,160         433,578         431,237         (31,917)        (1,729)           241
     Unrealized gain (loss)...........   (8,842,357)        276,272       1,699,778               0              0              0
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net gain (loss) on
          investments.................    5,733,836       1,292,536       3,606,828         (31,917)        (1,729)           241
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net increase in contract
            owners' equity from
            operations................  $ 5,601,511     $ 1,444,526     $ 3,869,998     $   101,444     $   77,375     $   47,949
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                                           BOND                                           OMNI
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998            1997            1999            1998           1997
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Investment activity:
  Reinvested dividends................  $   120,071     $    83,140     $    68,280     $   259,003     $  301,587     $  285,077
  Risk & administrative expense (note
     4)...............................      (13,410)         (9,252)         (6,130)        (89,113)       (83,337)       (65,184)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net investment activity........      106,661          73,888          62,150         169,890        218,250        219,893
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Realized & unrealized gain (loss) on
     Investments:
     Reinvested capital gains.........            0               0               0         411,548          1,760        480,048
     Realized gain (loss).............       (6,506)          2,811           1,394         431,731        332,951         73,429
     Unrealized gain (loss)...........     (103,003)        (21,734)          4,309         164,688       (101,784)       562,929
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net gain (loss) on
          investments.................     (109,509)        (18,923)          5,703       1,007,967        232,927      1,116,406
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net increase (decrease) in
            contract owners' equity
            from operations...........  $    (2,848)    $    54,965     $    67,853     $ 1,177,857     $  451,177     $1,336,299
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>

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

                                       55
<PAGE>   58

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF OPERATIONS

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                                       INTERNATIONAL                              CAPITAL APPRECIATION
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998            1997            1999            1998           1997
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Investment activity:
  Reinvested dividends................  $         0     $   630,410     $   983,741     $   181,793     $  155,395     $  130,659
  Risk & administrative expense (note
     4)...............................     (125,913)       (124,053)       (112,268)        (56,169)       (45,565)       (28,303)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net investment activity........     (125,913)        506,357         871,473         125,624        109,830        102,356
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Realized & unrealized gain (loss) on
     Investments:
     Reinvested capital gains.........            0         695,117       1,415,674         700,498        539,044        244,214
     Realized gain (loss).............      (55,726)        (45,820)        186,736          36,655         33,861         34,042
     Unrealized gain (loss)...........   10,000,013        (670,437)     (2,391,042)       (450,311)      (390,779)       129,929
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net gain (loss) on
          investments.................    9,944,287         (21,140)       (788,632)        286,842        182,126        408,185
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net increase in contract
            owners' equity from
            operations................  $ 9,818,374     $   485,217     $    82,841     $   412,466     $  291,956     $  510,541
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                                         SMALL CAP                             INTERNATIONAL SMALL COMPANY
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998            1997            1999            1998           1997
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Investment activity:
  Reinvested dividends................  $         0     $         0     $         0     $         0     $   54,153     $   52,943
  Risk & administrative expense (note
     4)...............................     (100,544)        (54,057)        (38,798)        (20,937)       (13,819)        (9,551)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net investment activity........     (100,544)        (54,057)        (38,798)        (20,937)        40,334         43,392
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Realized & unrealized gain (loss) on
     Investments:
     Reinvested capital gains.........    5,797,375             107         271,143         479,458        180,539         83,769
     Realized gain....................      307,091          57,223          84,498         202,058          8,238         32,076
     Unrealized gain (loss)...........    5,205,819         930,451         130,287       1,832,353       (187,295)       (35,010)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net gain on investments........   11,310,285         987,781         485,928       2,513,869          1,482         80,835
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net increase in contract
            owners' equity from
            operations................  $11,209,741     $   933,724     $   447,130     $ 2,492,932     $   41,816     $  124,227
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>

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

                                       56
<PAGE>   59

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF OPERATIONS

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                                     AGGRESSIVE GROWTH                                 CORE GROWTH
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998            1997            1999            1998         1997(a)
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Investment activity:
  Reinvested dividends................  $         0     $         0     $    24,808     $         0     $        0     $      161
  Risk & administrative expense (note
     4)...............................      (26,551)        (23,847)        (16,668)        (14,942)        (7,627)        (3,844)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net investment activity........      (26,551)        (23,847)          8,140         (14,942)        (7,627)        (3,683)
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Realized & unrealized gain (loss) on
     Investments:
     Reinvested capital gains.........            0         258,472           9,068         763,382              0              0
     Realized gain (loss).............      (41,002)         22,270          (3,358)        115,808          1,725          3,379
     Unrealized gain (loss)...........      248,666          (6,276)        231,511         875,700        101,913         (3,039)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net gain on investments........      207,664         274,466         237,221       1,754,890        103,638            340
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net increase in contract
            owners' equity from
            operations................  $   181,113     $   250,619     $   245,361     $ 1,739,948     $   96,011     $   (3,343)
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                                      GROWTH & INCOME                                 S&P 500 INDEX
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998           1997(a)          1999            1998         1997(a)
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Investment activity:
  Reinvested dividends................  $    17,648     $    40,476     $     7,733     $   355,574     $  108,830     $   33,016
  Risk & administrative expense (note
     4)...............................      (60,687)        (27,216)         (4,646)       (103,243)       (26,947)        (2,986)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net investment activity........      (43,039)         13,260           3,087         252,331         81,883         30,030
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Realized & unrealized gain (loss) on
     Investments:
     Reinvested capital gains.........    1,905,785               0          90,978       1,388,105        328,825         94,770
     Realized gain....................       74,709          10,734           7,768         199,621         20,356          5,779
     Unrealized gain (loss)...........    2,666,425         252,938          94,008       1,477,659        619,923        (52,996)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net gain on investments........    4,646,919         263,672         192,754       3,065,385        969,104         47,553
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net increase in contract
            owners' equity from
            operations................  $ 4,603,880     $   276,932     $   195,841     $ 3,317,716     $1,050,987     $   77,583
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>

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

(a) Period from January 3, 1997, date of commencement of operations.
   The accompanying notes are an integral part of these financial statements.

                                       57
<PAGE>   60

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF OPERATIONS
                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                                                                                    MONTGOMERY ASSET
                                                     SOCIAL AWARENESS                                EMERGING MARKET
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998           1997(a)          1999            1998         1997(b)
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Investment activity:
  Reinvested dividends................  $     2,088     $     2,652     $       983     $         0     $      438     $      131
  Risk & administrative expense (note
     4)...............................       (3,374)         (3,609)           (394)         (2,118)        (1,165)          (188)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net investment activity........       (1,286)           (957)            589          (2,118)          (727)           (57)
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Realized & unrealized gain (loss) on
     Investments:
     Reinvested capital gains.........            0               0          29,015               0              0              0
     Realized gain (loss).............      (62,411)        (31,042)            926           8,194         (3,512)          (554)
     Unrealized gain (loss)...........      131,316        (102,278)        (31,805)         68,642        (58,655)        (9,987)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net gain (loss) on
          investments.................       68,905        (133,320)         (1,864)         76,836        (62,167)       (10,541)
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net increase (decrease) in
            contract owners' equity
            from operations...........  $    67,619     $  (134,277)    $    (1,275)    $    74,718     $  (62,894)    $  (10,598)
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                                                   JANUS ASPEN SERIES
                                                                                        -----------------------------------------
                                           BLUE            HIGH           CAPITAL                       WORLDWIDE
                                           CHIP           INCOME          GROWTH          GROWTH          GROWTH        BALANCE
                                        SUBACCOUNT      SUBACCOUNT      SUBACCOUNT      SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
                                          1999(d)         1999(d)         1999(d)         1999(c)        1999(c)        1999(d)
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Investment activity:
  Reinvested dividends................  $         0     $       526     $         0     $     6,902     $    1,005     $      583
  Risk & administrative expense (note
     4)...............................            0             (17)            (84)        (14,713)        (6,966)           (18)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net investment activity........            0             509             (84)         (7,811)        (5,961)           565
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Realized & unrealized gain (loss) on
     Investments:
     Reinvested capital gains.........            1               0          25,879           6,806              0              0
     Realized gain....................            0               1             776           9,588          3,506            191
     Unrealized gain (loss)...........           10            (347)         (6,339)      1,075,487        954,815          1,157
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net gain (loss) on
          investments.................           11            (346)         20,316       1,091,881        958,321          1,348
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net increase in contract
            owners' equity from
            operations................  $        11     $       163     $    20,232     $ 1,084,070     $  952,360     $    1,913
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>

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

(a) Period from January 3, 1997, date of commencement of operations.

(b) Period from April 1, 1997, date of commencement of operations.

(c) Period from May 3, 1999, date of commencement of operations.

(d) Period from November 1, 1999, date of commencement of operations.
   The accompanying notes are an integral part of these financial statements.

                                       58
<PAGE>   61

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF OPERATIONS

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                           STRONG VARIABLE ANNUITY FUNDS                             GOLDMAN SACHS
                                   ----------------------------------------------     -------------------------------------------
                                                        SCHAFER         MID-CAP       VIT GROWTH &      VIT CORE      VIT CAPITAL
                                   OPPORTUNITY II        VALUE          GROWTH           INCOME        US EQUITY        GROWTH
                                     SUBACCOUNT       SUBACCOUNT      SUBACCOUNT       SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
                                      1999(d)           1999(d)         1999(d)         1999(c)         1999(d)         1999(d)
                                   --------------     -----------     -----------     ------------     ----------     -----------
<S>                                <C>                <C>             <C>             <C>              <C>            <C>
Investment activity:
  Reinvested dividends...........   $         0       $        20     $         0     $     7,699      $       25     $       18
  Risk & administrative expense
     (note 4)....................            (3)               (3)           (107)         (1,357)             (4)           (12)
                                    -----------       -----------     -----------     -----------      ----------     ----------
       Net investment activity...            (3)               17            (107)          6,342              21              6
                                    -----------       -----------     -----------     -----------      ----------     ----------
  Realized & unrealized gain
     (loss) on Investments:
     Reinvested capital gains....             0                91               0               0              88            521
     Realized gain...............             0                36             453          (1,291)            (15)           415
     Unrealized gain (loss)......           246              (122)         25,711           5,904             283            472
                                    -----------       -----------     -----------     -----------      ----------     ----------
       Net gain (loss) on
          investments............           246                 5          26,164           4,613             356          1,408
                                    -----------       -----------     -----------     -----------      ----------     ----------
          Net increase in
            contract owners'
            equity from
            operations...........   $       243       $        22     $    26,057     $    10,955      $      377     $    1,414
                                    ===========       ===========     ===========     ===========      ==========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                          LAZARD RETIREMENT
                                    ------------------------------
                                       EMERGING           SMALL
                                        MARKET             CAP
                                      SUBACCOUNT       SUBACCOUNT
                                       1999(d)           1999(d)
                                    --------------     -----------
<S>                                 <C>                <C>             <C>             <C>              <C>            <C>
Investment activity:
  Reinvested dividends............   $     1,046       $         3
  Risk & administrative expense
     (note 4).....................          (606)               (5)
                                     -----------       -----------
       Net investment activity....           440                (2)
                                     -----------       -----------
  Realized & unrealized gain
     (loss) on Investments:
     Reinvested capital gains.....             0                37
     Realized gain (loss).........         5,449                 0
     Unrealized gain..............       107,388               536
                                     -----------       -----------
       Net gain on investments....       112,837               573
                                     -----------       -----------
          Net increase in contract
            owners' equity from
            operations............   $   113,277       $       571
                                     ===========       ===========
</TABLE>

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

(c) Period from May 3, 1999, date of commencement of operations.

(d) Period from November 1, 1999, date of commencement of operations.
   The accompanying notes are an integral part of these financial statements.

                                       59
<PAGE>   62

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                                          EQUITY                                      MONEY MARKET
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998            1997            1999            1998           1997
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Increase in contract owners' equity
  from operations:
  Net investment activity.............  $  (132,325)    $   151,990     $   263,170     $   133,361     $   79,104     $   47,708
  Reinvested capital gains............   13,411,033         582,686       1,475,813               0              0              0
  Realized gain (loss)................    1,165,160         433,578         431,237         (31,917)        (1,729)           241
  Unrealized gain (loss)..............   (8,842,357)        276,272       1,699,778               0              0              0
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net increase in contract
          owners' equity from
          operations..................    5,601,511       1,444,526       3,869,998         101,444         77,375         47,949
                                        -----------     -----------     -----------     -----------     ----------     ----------
Equity transactions:
  Sales:
     Contract purchase payments.......    5,012,273       5,167,419       4,850,686       6,289,867      9,924,762      6,067,434
     Transfers from fixed & other
       subaccounts....................    2,442,831       1,599,312       2,585,503       5,592,228      2,863,761      1,593,336
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                          7,455,104       6,766,731       7,436,189      11,882,095     12,788,523      7,660,770
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Redemptions:
     Withdrawals & surrenders (note
       5).............................    1,283,863         975,495         930,275          22,532         48,825          8,519
     Transfers to fixed & other
       subaccounts....................    6,010,815       2,231,174       2,061,907      11,367,686      9,721,391      7,321,910
     Cost of insurance &
       administrative fee (note 5)....    2,060,563       2,044,300       1,775,339         283,708        257,277        225,524
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                          9,355,241       5,250,969       4,767,521      11,673,926     10,027,493      7,555,953
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net equity transactions........   (1,900,137)      1,515,762       2,668,668         208,169      2,761,030        104,817
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net change in contract
            owners' equity............    3,701,374       2,960,288       6,538,666         309,613      2,838,405        152,766
Contract owners' equity:
  Beginning of period.................   31,166,072      28,205,784      21,667,118       4,068,382      1,229,977      1,077,211
                                        -----------     -----------     -----------     -----------     ----------     ----------
  End of period.......................  $34,867,446     $31,166,072     $28,205,784     $ 4,377,995     $4,068,382     $1,229,977
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>

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

                                       60
<PAGE>   63

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                                         BOND                                            OMNI
                                                      SUBACCOUNT                                      SUBACCOUNT
                                      -------------------------------------------     -------------------------------------------
                                         1999            1998            1997            1999            1998            1997
                                      -----------     -----------     -----------     -----------     -----------     -----------
<S>                                   <C>             <C>             <C>             <C>             <C>             <C>
Increase (decrease) in contract
  owners' equity from operations:
  Net investment activity...........  $   106,661     $    73,888     $    62,150     $   169,890     $   218,250     $   219,893
  Reinvested capital gains..........            0               0               0         411,548           1,760         480,048
  Realized gain (loss)..............       (6,506)          2,811           1,394         431,731         332,951          73,429
  Unrealized gain (loss)............     (103,003)        (21,734)          4,309         164,688        (101,784)        562,929
                                      -----------     -----------     -----------     -----------     -----------     -----------
       Net increase (decrease) in
          contract owners' equity
          from operations...........       (2,848)         54,965          67,853       1,177,857         451,177       1,336,299
                                      -----------     -----------     -----------     -----------     -----------     -----------
Equity transactions:
  Sales:
     Contract purchase payments.....      419,790         345,106         244,107       2,179,009       2,470,020       1,966,189
     Transfers from fixed & other
       subaccounts..................      256,378         567,357         131,403         934,257       2,614,095         907,850
                                      -----------     -----------     -----------     -----------     -----------     -----------
                                          676,168         912,463         375,510       3,113,266       5,084,115       2,874,039
                                      -----------     -----------     -----------     -----------     -----------     -----------
  Redemptions:
     Withdrawals & surrenders (note
       5)...........................      103,237          13,218          21,828         600,731         705,842         187,562
     Transfers to fixed & other
       subaccounts..................      243,107         129,183         131,854       2,971,645       2,318,267         312,223
     Cost of insurance &
       administrative fee (note
       5)...........................      122,471         100,579          70,289         841,801         802,634         648,661
                                      -----------     -----------     -----------     -----------     -----------     -----------
                                          468,815         242,980         223,971       4,414,177       3,826,743       1,148,446
                                      -----------     -----------     -----------     -----------     -----------     -----------
       Net equity transactions......      207,353         669,483         151,539      (1,300,911)      1,257,372       1,725,593
                                      -----------     -----------     -----------     -----------     -----------     -----------
          Net change in contract
            owners' equity..........      204,505         724,448         219,392        (123,054)      1,708,549       3,061,892
Contract owners' equity:
  Beginning of period...............    1,674,308         949,860         730,468      11,931,894      10,223,345       7,161,453
                                      -----------     -----------     -----------     -----------     -----------     -----------
  End of period.....................  $ 1,878,813     $ 1,674,308     $   949,860     $11,808,840     $11,931,894     $10,223,345
                                      ===========     ===========     ===========     ===========     ===========     ===========
</TABLE>

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

                                       61
<PAGE>   64

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                                       INTERNATIONAL
                                                        SUBACCOUNT                           CAPITAL APPRECIATION SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998            1997            1999            1998           1997
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Increase in contract owners' equity
  from operations:
  Net investment activity.............  $  (125,913)    $   506,357     $   871,473     $   125,624     $  109,830     $  102,356
  Reinvested capital gains............            0         695,117       1,415,674         700,498        539,044        244,214
  Realized gain (loss)................      (55,726)        (45,820)        186,736          36,655         33,861         34,042
  Unrealized gain (loss)..............   10,000,013        (670,437)     (2,391,042)       (450,311)      (390,779)       129,929
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net increase in contract
          owners' equity from
          operations..................    9,818,374         485,217          82,841         412,466        291,956        510,541
                                        -----------     -----------     -----------     -----------     ----------     ----------
Equity transactions:
  Sales:
     Contract purchase payments.......    3,266,962       4,027,966       4,352,514       1,870,385      2,206,184      1,458,697
     Transfers from fixed & other
       subaccounts....................      954,384         965,930       2,121,595         851,618        951,520      1,299,231
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                          4,221,346       4,993,896       6,474,109       2,722,003      3,157,704      2,757,928
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Redemptions:
     Withdrawals & surrenders (note
       5).............................      881,527         618,889         469,189         262,934        170,616         54,331
     Transfers to fixed & other
       subaccounts....................    4,697,047       2,112,568       2,136,043       1,789,041        518,403        775,912
     Cost of insurance &
       administrative fee (note 5)....    1,206,179       1,348,113       1,269,503         574,371        548,283        377,999
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                          6,784,753       4,079,570       3,874,735       2,626,346      1,237,302      1,208,242
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net equity transactions........   (2,563,407)        914,326       2,599,374          95,657      1,920,402      1,549,686
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net change in contract
            owners' equity............    7,254,967       1,399,543       2,682,215         508,123      2,212,358      2,060,227
Contract owners' equity:
  Beginning of period.................   16,865,296      15,465,753      12,783,538       7,079,821      4,867,463      2,807,236
                                        -----------     -----------     -----------     -----------     ----------     ----------
  End of period.......................  $24,120,263     $16,865,296     $15,465,753     $ 7,587,944     $7,079,821     $4,867,463
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>

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

                                       62
<PAGE>   65

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                                         SMALL CAP                             INTERNATIONAL SMALL COMPANY
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998            1997            1999            1998           1997
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Increase in contract owners' equity
  from operations:
  Net investment activity.............  $  (100,544)    $   (54,057)    $   (38,798)    $   (20,937)    $   40,334     $   43,392
  Reinvested capital gains............    5,797,375             107         271,143         479,458        180,539         83,769
  Realized gain.......................      307,091          57,223          84,498         202,058          8,238         32,076
  Unrealized gain (loss)..............    5,205,819         930,451         130,287       1,832,353       (187,295)       (35,010)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net increase in contract
          owners' equity from
          operations..................   11,209,741         933,724         447,130       2,492,932         41,816        124,227
                                        -----------     -----------     -----------     -----------     ----------     ----------
Equity transactions:
  Sales:
     Contract purchase payments.......    2,645,343       2,614,149       2,181,009         603,036        666,312        537,053
     Transfers from fixed & other
       subaccounts....................    3,174,822       1,096,254       1,438,960       1,743,233        218,614        450,868
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                          5,820,165       3,710,403       3,619,969       2,346,269        884,926        987,921
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Redemptions:
     Withdrawals & surrenders (note
       5).............................      515,999         258,338         141,409         109,397         56,018        221,380
     Transfers to fixed & other
       subaccounts....................    2,004,103         795,000       1,146,251       1,506,122        219,547        218,387
     Cost of insurance &
       administrative fee (note 5)....    1,018,712         705,650         579,612         207,469        178,599        140,673
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                          3,538,814       1,758,988       1,867,272       1,822,988        454,164        580,440
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net equity transactions........    2,281,351       1,951,415       1,752,697         523,281        430,762        407,481
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net change in contract
            owners' equity............   13,491,092       2,885,139       2,199,827       3,016,213        472,578        531,708
Contract owners' equity:
  Beginning of period.................    9,250,038       6,364,899       4,165,072       2,044,553      1,571,975      1,040,267
                                        -----------     -----------     -----------     -----------     ----------     ----------
  End of period.......................  $22,741,130     $ 9,250,038     $ 6,364,899     $ 5,060,766     $2,044,553     $1,571,975
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>

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

                                       63
<PAGE>   66

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                                     AGGRESSIVE GROWTH                                 CORE GROWTH
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998            1997            1999            1998         1997(A)
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Increase (decrease) in contract
  owners' equity from operations:
  Net investment activity.............  $   (26,551)    $   (23,847)    $     8,140     $   (14,942)    $   (7,627)    $   (3,683)
  Reinvested capital gains............            0         258,472           9,068         763,382              0              0
  Realized gain (loss)................      (41,002)         22,270          (3,358)        115,808          1,725          3,379
  Unrealized gain (loss)..............      248,666          (6,276)        231,511         875,700        101,913         (3,039)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net increase in contract
          owners' equity from
          operations..................      181,113         250,619         245,361       1,739,948         96,011         (3,343)
                                        -----------     -----------     -----------     -----------     ----------     ----------
Equity transactions:
  Sales:
     Contract purchase payments.......    1,136,033       1,348,654         969,362         438,214        459,093        377,379
     Transfers from fixed & other
       subaccounts....................      499,516         423,659         544,712       1,317,575        378,819        631,937
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                          1,635,549       1,772,313       1,514,074       1,755,789        837,912      1,009,316
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Redemptions:
     Withdrawals & surrenders (note
       5).............................      182,042          86,262          84,536          82,138         16,609          1,885
     Transfers to fixed & other
       subaccounts....................    1,139,574         460,387         418,423         853,515        327,440        116,828
     Cost of insurance &
       administrative fee (note 5)....      338,621         347,236         278,191         166,365        117,857         62,827
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                          1,660,237         893,885         781,150       1,102,018        461,906        181,540
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net equity transactions........      (24,688)        878,428         732,924         653,771        376,006        827,776
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net change in contract
            owners' equity............      156,425       1,129,047         978,285       2,393,719        472,017        824,433
Contract owners' equity:
  Beginning of period.................    3,834,209       2,705,162       1,726,877       1,296,450        824,433              0
                                        -----------     -----------     -----------     -----------     ----------     ----------
  End of period.......................  $ 3,990,634     $ 3,834,209     $ 2,705,162     $ 3,690,169     $1,296,450     $  824,433
                                        ===========     ===========     ===========     ===========     ==========     ==========
</TABLE>

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

(a) Period from January 3, 1997, date of commencement of operations.

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

                                       64
<PAGE>   67

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                                      GROWTH & INCOME                                 S&P 500 INDEX
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998           1997(a)          1999            1998         1997(a)
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Increase in contract owners' equity
  from operations:
  Net investment activity.............  $   (43,039)    $    13,260     $     3,087     $   252,331     $   81,883     $   30,030
  Reinvested capital gains............    1,905,785               0          90,978       1,388,105        328,825         94,770
  Realized gain.......................       74,709          10,734           7,768         199,621         20,356          5,779
  Unrealized gain (loss)..............    2,666,425         252,938          94,008       1,477,659        619,923        (52,996)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net increase in contract
          owners' equity from
          operations..................    4,603,880         276,932         195,841       3,317,716      1,050,987         77,583
                                        -----------     -----------     -----------     -----------     ----------     ----------
Equity transactions:
  Sales:
     Contract purchase payments.......    2,601,488       2,034,257         536,293       5,028,217      2,194,159        560,773
     Transfers from fixed & other
       subaccounts....................    2,589,201       2,464,502       1,270,995       7,673,684      4,432,311        775,750
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                          5,190,689       4,498,759       1,807,288      12,701,901      6,626,470      1,336,523
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Redemptions:
     Withdrawals & surrenders (note
       5).............................      263,243          37,971             436         491,958        110,446            727
     Transfers to fixed & other
       subaccounts....................    1,254,948         582,153          95,943       3,445,258        714,255         83,751
     Cost of insurance &
       administrative fee (note 5)....      645,343         376,090          64,105       1,121,691        407,189         62,142
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                          2,163,534         996,214         160,484       5,058,907      1,231,890        146,620
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net equity transactions........    3,027,155       3,502,545       1,646,804       7,642,994      5,394,580      1,189,903
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net change in contract
            owners' equity............    7,631,035       3,779,477       1,842,645      10,960,710      6,445,567      1,267,486
Contract owners' equity:
  Beginning of period.................    5,622,122       1,842,645               0       7,713,053      1,267,486              0
                                        -----------     -----------     -----------     -----------     ----------     ----------
  End of period.......................  $13,253,157     $ 5,622,122     $ 1,842,645     $18,673,763     $7,713,053     $1,267,486
                                        ===========     ===========     ===========     ===========     ==========     ==========
</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 CHANGES IN CONTRACT OWNERS' EQUITY

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                                                                                    MONTGOMERY ASSET
                                                     SOCIAL AWARENESS                                EMERGING MARKET
                                                        SUBACCOUNT                                     SUBACCOUNT
                                        -------------------------------------------     -----------------------------------------
                                           1999            1998           1997(a)          1999            1998         1997(b)
                                        -----------     -----------     -----------     -----------     ----------     ----------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>
Increase (decrease) in contract
  owners' equity from operations:
  Net investment activity.............  $    (1,286)    $      (957)    $       589     $    (2,118)    $     (727)    $      (57)
  Reinvested capital gains............            0               0          29,015               0              0              0
  Realized gain (loss)................      (62,411)        (31,042)            926           8,194         (3,512)          (554)
  Unrealized gain (loss)..............      131,316        (102,278)        (31,805)         68,642        (58,655)        (9,987)
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net increase (decrease) in
          contract owners' equity from
          operations..................       67,619        (134,277)         (1,275)         74,718        (62,894)       (10,598)
                                        -----------     -----------     -----------     -----------     ----------     ----------
Equity transactions:
  Sales:
     Contract purchase payments.......      158,628         292,044          35,077         154,989        190,059         44,409
     Transfers from fixed & other
       subaccounts....................      116,135         229,481         319,587         155,921         69,940         58,741
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                            274,763         521,525         354,664         310,910        259,999        103,150
                                        -----------     -----------     -----------     -----------     ----------     ----------
  Redemptions:
     Withdrawals & surrenders (note
       5).............................        6,911           7,059              50           2,952          1,469              0
     Transfers to fixed & other
       subaccounts....................      363,431         148,460          13,740         581,568         18,913          6,244
     Cost of insurance &
       administrative fee (note 5)....       36,077          37,586           4,380          31,888         26,219          6,032
                                        -----------     -----------     -----------     -----------     ----------     ----------
                                            406,419         193,105          18,170         616,408         46,601         12,276
                                        -----------     -----------     -----------     -----------     ----------     ----------
       Net equity transactions........     (131,656)        328,420         336,494        (305,498)       213,398         90,874
                                        -----------     -----------     -----------     -----------     ----------     ----------
          Net change in contract
            owners' equity............      (64,037)        194,143         335,219        (230,780)       150,504         80,276
Contract owners' equity:
  Beginning of period.................      529,362         335,219               0         230,780         80,276              0
                                        -----------     -----------     -----------     -----------     ----------     ----------
  End of period.......................  $   465,325     $   529,362     $   335,219     $         0     $  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
 STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                                                                                    JANUS ASPEN SERIES
                                                                                         ----------------------------------------
                                            BLUE            HIGH           CAPITAL                      WORLDWIDE
                                            CHIP           INCOME          GROWTH          GROWTH         GROWTH        BALANCE
                                         SUBACCOUNT      SUBACCOUNT      SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
                                           1999(d)         1999(d)         1999(d)        1999(c)        1999(c)        1999(c)
                                         -----------     -----------     -----------     ----------     ----------     ----------
<S>                                      <C>             <C>             <C>             <C>            <C>            <C>
Increase in contract owners' equity
  from operations:
  Net investment activity..............  $         0     $       509     $       (84)    $   (7,811)    $   (5,961)    $      565
  Reinvested capital gains.............            1               0          25,879          6,806              0              0
  Realized gain........................            0               1             776          9,588          3,506            191
  Unrealized gain (loss)...............           10            (347)         (6,339)     1,075,487        954,815          1,157
                                         -----------     -----------     -----------     ----------     ----------     ----------
       Net increase in contract owners'
          equity from operations.......           11             163          20,232      1,084,070        952,360          1,913
                                         -----------     -----------     -----------     ----------     ----------     ----------
Equity transactions:
  Sales:
     Contract purchase payments........            0               0          16,540      1,227,956        447,177            950
     Transfers from fixed & other
       subaccounts.....................          462          58,507         284,457      4,493,684      2,495,368         69,482
                                         -----------     -----------     -----------     ----------     ----------     ----------
                                                 462          58,507         300,997      5,721,640      2,942,545         70,432
                                         -----------     -----------     -----------     ----------     ----------     ----------
  Redemptions:
     Withdrawals & surrenders (note
       5)..............................            0             171             261         69,942         18,171              0
     Transfers to fixed & other
       subaccounts.....................            0               0          22,030        388,605        119,927              0
     Cost of insurance & administrative
       fee (note 5)....................            5              62             620        147,785         70,180            160
                                         -----------     -----------     -----------     ----------     ----------     ----------
                                                   5             233          22,911        606,332        208,278            160
                                         -----------     -----------     -----------     ----------     ----------     ----------
       Net equity transactions.........          457          58,274         278,086      5,115,308      2,734,267         70,272
                                         -----------     -----------     -----------     ----------     ----------     ----------
          Net change in contract
            owners' equity.............          468          58,437         298,318      6,199,378      3,686,627         72,185
Contract owners' equity:
  Beginning of period..................            0               0               0              0              0              0
                                         -----------     -----------     -----------     ----------     ----------     ----------
  End of period........................  $       468     $    58,437     $   298,318     $6,199,378     $3,686,627     $   72,185
                                         ===========     ===========     ===========     ==========     ==========     ==========
</TABLE>

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

(c) Period from May 3, 1999, date of commencement of operations.

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

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

                                       67
<PAGE>   70

OHIO NATIONAL VARIABLE ACCOUNT R

 STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                           STRONG VARIABLE ANNUITY FUNDS                             GOLDMAN SACHS
                                   ----------------------------------------------     -------------------------------------------
                                                        SCHAFER         MID-CAP       VIT GROWTH &      VIT CORE      VIT CAPITAL
                                   OPPORTUNITY II        VALUE          GROWTH           INCOME        US EQUITY        GROWTH
                                     SUBACCOUNT       SUBACCOUNT      SUBACCOUNT       SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
                                      1999(d)           1999(d)         1999(d)         1999(c)         1999(d)         1999(d)
                                   --------------     -----------     -----------     ------------     ----------     -----------
<S>                                <C>                <C>             <C>             <C>              <C>            <C>
Increase in contract owners'
  equity from operations:
  Net investment activity........   $        (3)      $        17     $      (107)     $    6,342      $       21     $        6
  Reinvested capital gains.......             0                91               0               0              88            521
  Realized gain..................             0                36             453          (1,291)            (15)           415
  Unrealized gain (loss).........           246              (122)         25,711           5,904             283            472
                                    -----------       -----------     -----------      ----------      ----------     ----------
       Net increase in contract
          owners' equity from
          operations.............           243                22          26,057          10,955             377          1,414
                                    -----------       -----------     -----------      ----------      ----------     ----------
Equity transactions:
  Sales:
     Contract purchase
       payments..................            27                69           4,910         224,791              27            506
     Transfers from fixed & other
       subaccounts...............         3,529             8,647         277,711         587,752          11,931         27,948
                                    -----------       -----------     -----------      ----------      ----------     ----------
                                          3,556             8,716         282,621         812,543          11,958         28,454
                                    -----------       -----------     -----------      ----------      ----------     ----------
  Redemptions:
     Withdrawals & surrenders
       (note 5)..................             0                 0               0            (148)              0              0
     Transfers to fixed & other
       subaccounts...............           795                 0          15,869         121,177           4,541         15,776
     Cost of insurance &
       administrative fee (note
       5)........................            34                13             735          14,869              22             86
                                    -----------       -----------     -----------      ----------      ----------     ----------
                                            829                13          16,604         135,898           4,563         15,862
                                    -----------       -----------     -----------      ----------      ----------     ----------
       Net equity transactions...         2,727             8,703         266,017         676,645           7,395         12,592
                                    -----------       -----------     -----------      ----------      ----------     ----------
          Net change in contract
            owners' equity.......         2,970             8,725         292,074         687,600           7,772         14,006
Contract owners' equity:
  Beginning of period............             0                 0               0               0               0              0
                                    -----------       -----------     -----------      ----------      ----------     ----------
  End of period..................   $     2,970       $     8,725     $   292,074      $  687,600      $    7,772     $   14,006
                                    ===========       ===========     ===========      ==========      ==========     ==========
</TABLE>

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

(c) Period from May 3, 1999, date of commencement of operations.

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

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

                                       68
<PAGE>   71

OHIO NATIONAL VARIABLE ACCOUNT R
 STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

                                           For the Three Years Ended December 31

<TABLE>
<CAPTION>
                                              LAZARD RETIREMENT
                                         ---------------------------
                                          EMERGING          SMALL
                                           MARKET            CAP
                                         SUBACCOUNT      SUBACCOUNT
                                           1999(d)         1999(d)
                                         -----------     -----------
<S>                                      <C>             <C>             <C>             <C>            <C>            <C>
Increase in contract owners' equity
  from operations:
  Net investment activity..............  $       440     $        (2)
  Reinvested capital gains.............            0              37
  Realized gain (loss).................        5,449               0
  Unrealized gain......................      107,388             536
                                         -----------     -----------
       Net increase in contract owners'
          equity from operations.......      113,277             571
                                         -----------     -----------
Equity transactions:
  Sales:
     Contract purchase payments........       22,776             106
     Transfers from fixed & other
       subaccounts.....................      563,737          42,908
                                         -----------     -----------
                                             586,513          43,014
                                         -----------     -----------
  Redemptions:
     Withdrawals & surrenders (note
       5)..............................          536               0
     Transfers to fixed & other
       subaccounts.....................      108,799               0
     Cost of insurance & administrative
       fee (note 5)....................        6,614              63
                                         -----------     -----------
                                             115,949              63
                                         -----------     -----------
       Net equity transactions.........      470,564          42,951
                                         -----------     -----------
          Net change in contract
            owners' equity.............      583,841          43,522
Contract owners' equity:
  Beginning of period..................            0               0
                                         -----------     -----------
  End of period........................  $   583,841     $    43,522
                                         ===========     ===========
</TABLE>

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

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

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

                                       69
<PAGE>   72

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., Janus Aspen Series, Strong Variable Insurance Funds, Inc., Goldman
   Sachs Variable Insurance Trust, and Lazard Retirement Funds (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, 1999. Share transactions are recorded on the trade date. Income and
   capital gain distributions are recorded on the ex-dividend date. Net realized
   capital gains and losses are determined on the basis of average cost.

   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, 1999 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
                                SUBACCOUNT     SUBACCOUNT    SUBACCOUNT     SUBACCOUNT      SUBACCOUNT        SUBACCOUNT
                                -----------    ----------    -----------    -----------    -------------    --------------
<S>                             <C>            <C>           <C>            <C>            <C>              <C>
Aggregate Cost................  $35,950,824    $4,377,995    $1,987,682     $ 9,735,042     $15,712,565       $8,033,744
Number of Shares..............    1,316,896       437,799       189,072         523,767       1,120,986          626,740

<CAPTION>

                                 SMALL CAP
                                SUBACCOUNT
                                -----------
<S>                             <C>
Aggregate Cost................  $15,848,978
Number of Shares..............      719,292
</TABLE>
<TABLE>
<CAPTION>
                                INTERNATIONAL
                                    SMALL        AGGRESSIVE       CORE         GROWTH &        S&P 500          SOCIAL
                                   COMPANY         GROWTH        GROWTH         INCOME          INDEX         AWARENESS
                                 SUBACCOUNT      SUBACCOUNT    SUBACCOUNT     SUBACCOUNT     SUBACCOUNT       SUBACCOUNT
                                -------------    ----------    -----------    -----------    -----------    --------------
<S>                             <C>              <C>           <C>            <C>            <C>            <C>
Aggregate Cost................   $ 3,401,745     $3,615,498    $2,715,595     $10,239,786    $16,629,176      $  468,092
Number of Shares..............       249,964        338,447       217,337         705,819      1,155,126          45,142

<CAPTION>

                                 BLUE CHIP
                                SUBACCOUNT
                                -----------
<S>                             <C>
Aggregate Cost................  $       458
Number of Shares..............           44
</TABLE>
<TABLE>
<CAPTION>
                                                                            JANUS ASPEN
                                HIGH INCOME     CAPITAL      JANUS ASPEN     WORLDWIDE     JANUS ASPEN        STRONG
                                   BOND          GROWTH        GROWTH         GROWTH        BALANCED      OPPORTUNITY II
                                SUBACCOUNT     SUBACCOUNT    SUBACCOUNT     SUBACCOUNT     SUBACCOUNT       SUBACCOUNT
                                -----------    ----------    -----------    -----------    -----------    --------------
<S>                             <C>            <C>           <C>            <C>            <C>            <C>
Aggregate Cost................  $    58,784    $  304,657    $5,123,891     $ 2,731,811    $    71,028      $    2,724
Number of Shares..............        6,339        10,649       184,231          77,207          2,585             114

<CAPTION>
                                  STRONG
                                  SCHAFER
                                 VALUE II
                                SUBACCOUNT
                                -----------
<S>                             <C>
Aggregate Cost................  $     8,846
Number of Shares..............          957
</TABLE>

                                                                     (continued)

                                       70
<PAGE>   73
OHIO NATIONAL VARIABLE ACCOUNT R
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
                                                GOLDMAN        GOLDMAN        GOLDMAN        LAZARD
                                  STRONG       SACHS VIT      SACHS VIT      SACHS VIT     RETIREMENT         LAZARD
                                  MID-CAP       GROWTH &       CORE US        CAPITAL       EMERGING        RETIREMENT
                                 GROWTH II       INCOME        EQUITY         GROWTH         MARKET         SMALL CAP
                                SUBACCOUNT     SUBACCOUNT    SUBACCOUNT     SUBACCOUNT     SUBACCOUNT       SUBACCOUNT
                                -----------    ----------    -----------    -----------    -----------    --------------
<S>                             <C>            <C>           <C>            <C>            <C>            <C>
Aggregate Cost................  $   266,363    $  681,696    $    7,489     $    13,535    $   476,453      $   42,986
Number of Shares..............        9,617        63,141           556           1,000         53,028           4,432
</TABLE>

(3) CONTRACTS IN ACCUMULATION PERIOD

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

<TABLE>
<CAPTION>
                                                       ACCUMULATION UNITS    VALUE PER UNIT       VALUE
                                                       ------------------    --------------    -----------
<S>                                                    <C>                   <C>               <C>
EQUITY SUBACCOUNT....................................      956,501.9114         36.453086      $34,867,446
MONEY MARKET SUBACCOUNT..............................      241,831.3196         18.103505      $ 4,377,995
BOND SUBACCOUNT......................................       90,239.7040         20.820247      $ 1,878,813
OMNI SUBACCOUNT......................................      380,821.9971         31.008817      $11,808,840
INTERNATIONAL SUBACCOUNT.............................      823,798.9415         29.279308      $24,120,263
CAPITAL APPRECIATION SUBACCOUNT......................      429,436.9536         17.669517      $ 7,587,944
SMALL CAP SUBACCOUNT.................................      591,731.8723         38.431477      $22,741,130
INTERNATIONAL SMALL COMPANY SUBACCOUNT...............      178,215.6181         28.396871      $ 5,060,766
AGGRESSIVE GROWTH SUBACCOUNT.........................      251,874.7415         15.843725      $ 3,990,634
CORE GROWTH SUBACCOUNT...............................      174,597.4169         21.135299      $ 3,690,169
GROWTH & INCOME SUBACCOUNT...........................      571,171.3135         23.203471      $13,253,157
S&P 500 INDEX SUBACCOUNT.............................      887,540.5166         21.039899      $18,673,763
SOCIAL AWARENESS SUBACCOUNT..........................       41,478.8627         11.218364      $   465,325
BLUE CHIP SUBACCOUNT.................................           45.1620         10.364605      $       468
HIGH INCOME BOND SUBACCOUNT..........................        5,678.1831         10.291509      $    58,437
CAPITAL GROWTH SUBACCOUNT............................       21,002.7969         14.203709      $   298,318
JANUS ASPEN GROWTH SUBACCOUNT........................      482,511.0310         12.848159      $ 6,199,378
JANUS ASPEN WORLDWIDE GROWTH SUBACCOUNT..............      244,886.3836         15.054438      $ 3,686,627
JANUS ASPEN BALANCED SUBACCOUNT......................        6,543.3186         11.031897      $    72,185
STRONG OPPORTUNITY II SUBACCOUNT.....................          266.0292         11.164799      $     2,970
STRONG SCHAFER VALUE II SUBACCOUNT...................          847.8621         10.290266      $     8,725
STRONG MID-CAP GROWTH II SUBACCOUNT..................       22,599.1256         12.924122      $   292,074
GOLDMAN SACHS GROWTH & INCOME SUBACCOUNT.............       71,764.9366          9.581286      $   687,600
GOLDMAN SACHS CORE US EQUITY SUBACCOUNT..............          710.9680         10.931168      $     7,772
GOLDMAN SACHS CAPITAL GROWTH SUBACCOUNT..............        1,252.2793         11.184743      $    14,006
LAZARD RETIREMENT EMERGING MARKET SUBACCOUNT.........       46,635.2870         12.519300      $   583,841
LAZARD RETIREMENT SMALL CAP SUBACCOUNT...............        4,127.5970         10.544030      $    43,522
</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.

                                                                     (continued)

                                       71
<PAGE>   74
OHIO NATIONAL VARIABLE ACCOUNT R
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(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
   $1,630,880.00 during 1999.

   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.

                                       72
<PAGE>   75

OHIO NATIONAL VARIABLE ACCOUNT R

 INDEPENDENT AUDITORS' REPORT

The Board of Directors of
The Ohio National Life Assurance Corporation
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 (formerly Small Cap
Growth), Small Cap, International Small Company (formerly Global Contrarian),
Aggressive Growth, Core Growth, Growth & Income, S&P 500 Index, Social
Awareness, Blue Chip, High Income Bond, Capital Growth, Janus Aspen
Series -- Growth, Janus Aspen Series -- Worldwide Growth, Janus Aspen
Series -- Balanced, Strong Variable Funds -- Opportunity II, Strong Variable
Funds -- Schafer Value II, Strong Variable Funds -- Mid-Cap Growth, Goldman
Sachs VIT Growth & Income, Goldman Sachs VIT Core US Equity, Goldman Sachs VIT
Capital Growth, Lazard Retirement Emerging Market, and Lazard Retirement Small
Cap subaccounts) (collectively, the Account) as of December 31, 1999 and the
related statements of operations and changes in contract owners' equity for each
of the periods indicated herein. These financial statements are the
responsibility of the Account's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1999, by correspondence with
the transfer agents of the underlying mutual funds. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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

                                                                        KPMG LLP

Cincinnati, Ohio
February 18, 2000

                                       73
<PAGE>   76

                                                                      APPENDIX A

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

The following tables help to show how contract values 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 Funds
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 if 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 show that the net investment return on the assets held in the
subaccounts is lower than the gross, after-tax returns 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 Funds. These are currently
equivalent to an average of 1.79% of the value of the average daily net assets
of the Funds to which contract values may be allocated. The daily charge to VAR
for assuming mortality and expense risks is equivalent to an annual charge of
0.75%. Gross annual rates of return of 0%, 6%, and 12% produce average net
annual rates of return for all Funds of approximately 1.67%, 4.33%, and 10.33%.

Each page of illustrations includes two tables. The top table shows the death
benefits and cash surrender values assuming we assess current contract charges
("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 contract charges allowable.

The tables assume a premium tax deduction of 2.09% (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 you have made no transfers, partial surrenders, loans, changes in death
benefit option or changes in stated amount. Additionally, the tables assume that
there are no optional insurance benefits and the current tables assume that our
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 now
against VAR. 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, we will furnish a comparable illustration based
on the insureds age, sex, risk class, death benefit plan, stated amount and
planned premium.

                               VARI-VEST SURVIVOR

<TABLE>
<CAPTION>
BOTH INSUREDS                                                             BOTH INSUREDS
     AGE        DEATH BENEFIT PLAN   PLANNED PREMIUM   STATED AMOUNT       RISK CLASS        PAGE
-------------   ------------------   ---------------   -------------      -------------      ----
<S>             <C>                  <C>               <C>             <C>                   <C>
     55               Plan A             12,480         $ 1,000,000    Preferred Nonsmoker    75
     55               Plan B             12,480           1,000,000    Preferred Nonsmoker    76
     55               Plan A             14,040           1,000,000         Nonsmoker         77
     55               Plan B             14,040           1,000,000         Nonsmoker         78
     65               Plan A             19,680           1,000,000    Preferred Nonsmoker    79
     65               Plan B             19,680           1,000,000    Preferred Nonsmoker    80
     65               Plan A             22,440           1,000,000         Nonsmoker         81
     65               Plan B             22,440           1,000,000         Nonsmoker         82
</TABLE>

HYPOTHETICAL HISTORICAL ILLUSTRATIONS

We may produce hypothetical illustrations of the contract (such as those listed
above) based upon the actual historical investment performance (total return) of
the Funds from the inception of each Fund 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. We will also provide individualized illustrations upon request.
Being based upon past performance, neither hypothetical illustrations nor other
performance data indicate future performance.

                                       74
<PAGE>   77

MALE ISSUE AGE 55  PREFERRED NONSMOKER         INITIAL STATED AMOUNT: $1,000,000
FEMALE ISSUE AGE 55 PREFERRED NONSMOKER  DEATH BENEFIT TYPE:A (MATURITY AGE 100)
INITIAL PREMIUM: $12,480.00                    STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               CURRENT                        CURRENT                        CURRENT
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              12,480      13,104              0        1,000,000             0        1,000,000             0        1,000,000
2              12,480      26,863              0        1,000,000             0        1,000,000             0        1,000,000
3              12,480      41,310          9,781        1,000,000         5,366        1,000,000         1,230        1,000,000
4              12,480      56,480         26,463        1,000,000        18,732        1,000,000        11,868        1,000,000
5              12,480      72,408         44,614        1,000,000        32,499        1,000,000        22,165        1,000,000
6              12,480      89,132         64,504        1,000,000        46,770        1,000,000        32,242        1,000,000
7              12,480     106,693         86,320        1,000,000        61,576        1,000,000        42,112        1,000,000
8              12,480     125,132        110,225        1,000,000        76,902        1,000,000        51,745        1,000,000
9              12,480     144,492        136,439        1,000,000        92,777        1,000,000        61,147        1,000,000
10             12,480     164,821        165,163        1,000,000       109,185        1,000,000        70,283        1,000,000
15             12,480     282,765        356,437        1,000,000       199,749        1,000,000       111,751        1,000,000
20             12,480     433,296        663,528        1,000,000       305,740        1,000,000       144,910        1,000,000
Age 60         12,480      72,408         44,614        1,000,000        32,499        1,000,000        22,165        1,000,000
Age 65         12,480     164,821        165,163        1,000,000       109,185        1,000,000        70,283        1,000,000
Age 70         12,480     282,765        356,437        1,000,000       199,749        1,000,000       111,751        1,000,000
</TABLE>

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS              GUARANTEED                     GUARANTEED                     GUARANTEED
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              12,480      13,104              0        1,000,000             0        1,000,000             0        1,000,000
2              12,480      26,863              0        1,000,000             0        1,000,000             0        1,000,000
3              12,480      41,310          9,781        1,000,000         5,336        1,000,000         1,230        1,000,000
4              12,480      56,480         26,463        1,000,000        18,732        1,000,000        11,868        1,000,000
5              12,480      72,408         44,614        1,000,000        32,499        1,000,000        22,165        1,000,000
6              12,480      89,132         64,349        1,000,000        46,617        1,000,000        32,092        1,000,000
7              12,480     106,693         85,799        1,000,000        61,069        1,000,000        41,623        1,000,000
8              12,480     125,132        109,067        1,000,000        75,790        1,000,000        50,684        1,000,000
9              12,480     144,492        134,294        1,000,000        90,738        1,000,000        59,226        1,000,000
10             12,480     164,821        161,588        1,000,000       105,814        1,000,000        67,142        1,000,000
15             12,480     282,765        335,121        1,000,000       179,938        1,000,000        93,962        1,000,000
20             12,480     433,296        594,566        1,000,000       236,524        1,000,000        82,897        1,000,000
Age 60         12,480      72,408         44,614        1,000,000        32,499        1,000,000        22,165        1,000,000
Age 65         12,480     164,821        161,588        1,000,000       105,814        1,000,000        67,142        1,000,000
Age 70         12,480     282,765        335,121        1,000,000       179,938        1,000,000        93,962        1,000,000
</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 55  PREFERRED NONSMOKER         INITIAL STATED AMOUNT: $1,000,000
FEMALE ISSUE AGE 55 PREFERRED NONSMOKER  DEATH BENEFIT TYPE:B (MATURITY AGE 100)
INITIAL PREMIUM: $12,480.00                    STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               CURRENT                        CURRENT                        CURRENT
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              12,480      13,104              0        1,012,297             0        1,011,612             0        1,010,928
2              12,480      26,863              0        1,025,732             0        1,023,599             0        1,021,550
3              12,480      41,310          9,763        1,040,393         5,321        1,035,951         1,216        1,031,846
4              12,480      56,480         26,418        1,056,378        18,694        1,048,654        11,835        1,041,795
5              12,480      72,408         44,515        1,073,785        32,418        1,061,688        22,098        1,051,368
6              12,480      89,132         64,325        1,092,885        46,629        1,075,189        32,131        1,060,691
7              12,480     106,693         86,028        1,113,848        61,354        1,089,174        41,945        1,069,765
8              12,480     125,132        109,776        1,136,846        76,575        1,103,645        51,507        1,078,577
9              12,480     144,492        135,773        1,162,063        92,311        1,118,601        60,821        1,087,111
10             12,480     164,821        164,201        1,189,701       108,537        1,134,037        69,848        1,095,348
15             12,480     282,765        351,726        1,373,036       197,161        1,218,471       110,315        1,131,625
20             12,480     433,296        645,520        1,662,450       297,743        1,314,673       141,257        1,158,187
Age 60         12,480      72,408         44,515        1,073,785        32,418        1,061,688        22,098        1,051,368
Age 65         12,480     164,821        164,201        1,189,701       108,537        1,134,037        69,848        1,095,348
Age 70         12,480     282,765        351,726        1,373,036       197,161        1,218,471       110,315        1,131,625
</TABLE>

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS              GUARANTEED                     GUARANTEED                     GUARANTEED
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              12,480      13,104              0        1,012,297             0        1,011,612             0        1,010,928
2              12,480      26,863              0        1,025,732             0        1,023,599             0        1,021,550
3              12,480      41,310          9,763        1,040,393         5,321        1,035,951         1,216        1,031,846
4              12,480      56,480         26,418        1,056,378        18,694        1,048,654        11,835        1,041,795
5              12,480      72,408         44,515        1,073,785        32,418        1,061,688        22,098        1,051,368
6              12,480      89,132         64,155        1,092,715        46,464        1,075,024        31,971        1,060,531
7              12,480     106,693         85,448        1,113,268        60,802        1,088,622        41,420        1,069,240
8              12,480     125,132        108,467        1,135,537        75,349        1,102,419        50,362        1,077,432
9              12,480     144,492        133,306        1,159,596        90,040        1,116,330        58,734        1,085,024
10             12,480     164,821        160,011        1,185,511       104,743        1,130,243        66,416        1,091,916
15             12,480     282,765        323,502        1,344,812       173,550        1,194,860        90,423        1,111,733
20             12,480     433,296        533,761        1,550,691       210,628        1,227,558        71,891        1,088,821
Age 60         12,480      72,408         44,515        1,073,785        32,418        1,061,688        22,098        1,051,368
Age 65         12,480     164,821        160,011        1,185,511       104,743        1,130,243        66,416        1,091,916
Age 70         12,480     282,765        323,502        1,344,812       173,550        1,194,860        90,423        1,111,733
</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 55  NONSMOKER                   INITIAL STATED AMOUNT: $1,000,000
FEMALE ISSUE AGE 55  NONSMOKER          DEATH BENEFIT TYPE: A (MATURITY AGE 100)
INITIAL PREMIUM: $14,040.00                        STATED AMOUNT PLUS CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               CURRENT                        CURRENT                        CURRENT
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              14,040      14,742              0        1,000,000             0        1,000,000             0        1,000,000
2              14,040      30,221              0        1,000,000             0        1,000,000             0        1,000,000
3              14,040      46,474         15,138        1,000,000        10,114        1,000,000         5,471        1,000,000
4              14,040      63,540         33,986        1,000,000        25,241        1,000,000        17,474        1,000,000
5              14,040      81,459         54,526        1,000,000        40,814        1,000,000        29,114        1,000,000
6              14,040     100,274         76,899        1,000,000        56,818        1,000,000        40,364        1,000,000
7              14,040     120,029        101,345        1,000,000        73,322        1,000,000        51,277        1,000,000
8              14,040     140,773        128,084        1,000,000        90,350        1,000,000        61,862        1,000,000
9              14,040     162,554        157,350        1,000,000       107,917        1,000,000        72,115        1,000,000
10             14,040     185,423        189,360        1,000,000       125,996        1,000,000        81,989        1,000,000
15             14,040     318,111        401,659        1,000,000       224,424        1,000,000       125,212        1,000,000
20             14,040     487,458        742,856        1,000,000       337,118        1,000,000       156,233        1,000,000
Age 60         14,040      81,459         54,526        1,000,000        40,814        1,000,000        29,114        1,000,000
Age 65         14,040     185,423        189,360        1,000,000       125,996        1,000,000        81,989        1,000,000
Age 70         14,040     318,111        401,659        1,000,000       224,424        1,000,000       125,212        1,000,000
</TABLE>

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS              GUARANTEED                     GUARANTEED                     GUARANTEED
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              14,040      14,742              0        1,000,000             0        1,000,000             0        1,000,000
2              14,040      30,221              0        1,000,000             0        1,000,000             0        1,000,000
3              14,040      46,474         15,138        1,000,000        10,114        1,000,000         5,471        1,000,000
4              14,040      63,540         33,986        1,000,000        25,241        1,000,000        17,474        1,000,000
5              14,040      81,459         54,526        1,000,000        40,814        1,000,000        29,114        1,000,000
6              14,040     100,274         76,899        1,000,000        56,818        1,000,000        40,364        1,000,000
7              14,040     120,029        101,263        1,000,000        73,240        1,000,000        51,196        1,000,000
8              14,040     140,773        127,754        1,000,000        90,022        1,000,000        61,542        1,000,000
9              14,040     162,554        156,548        1,000,000       107,130        1,000,000        71,353        1,000,000
10             14,040     185,423        187,797        1,000,000       124,471        1,000,000        80,526        1,000,000
15             14,040     318,111        388,955        1,000,000       211,934        1,000,000       113,580        1,000,000
20             14,040     487,458        698,751        1,000,000       287,367        1,000,000       109,373        1,000,000
Age 60         14,040      81,459         54,526        1,000,000        40,814        1,000,000        29,114        1,000,000
Age 65         14,040     185,423        187,797        1,000,000       124,471        1,000,000        80,526        1,000,000
Age 70         14,040     318,111        388,955        1,000,000       211,934        1,000,000       113,580        1,000,000
</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.

                                       77
<PAGE>   80

MALE ISSUE AGE 55  NONSMOKER                   INITIAL STATED AMOUNT: $1,000,000
FEMALE ISSUE AGE 55  NONSMOKER          DEATH BENEFIT TYPE: B (MATURITY AGE 100)
INITIAL PREMIUM: $14,040.00                        STATED AMOUNT PLUS CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% 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      DEATH      CASH SURRENDER      DEATH
POLICY YEAR   OUTLAY     INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
-----------   ------    -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>           <C>       <C>           <C>              <C>           <C>              <C>           <C>              <C>
1             14,040       14,742              0        1,013,911             0        1,013,139             0        1,012,367
2             14,040       30,221              0        1,029,126             0        1,026,717             0        1,024,402
3             14,040       46,474         15,118        1,045,748        10,096        1,040,726         5,456        1,036,086
4             14,040       63,540         33,934        1,063,894        25,197        1,055,157        17,437        1,047,397
5             14,040       81,459         54,413        1,083,683        40,721        1,069,991        29,039        1,058,309
6             14,040      100,274         76,679        1,105,239        56,644        1,085,204        40,227        1,068,787
7             14,040      120,029        100,959        1,128,779        73,028        1,100,848        51,054        1,078,874
8             14,040      140,773        127,457        1,154,527        89,890        1,116,960        61,527        1,088,597
9             14,040      162,554        156,379        1,182,669       107,233        1,133,523        71,636        1,097,926
10            14,040      185,423        187,905        1,213,405       125,012        1,150,512        81,324        1,106,824
15            14,040      318,111        393,675        1,414,985       220,026        1,241,336       122,767        1,144,077
20            14,040      487,458        710,779        1,727,709       322,933        1,339,863       149,798        1,166,728
Age 60        14,040       81,459         54,413        1,083,683        40,721        1,069,991        29,039        1,058,309
Age 65        14,040      185,423        187,905        1,213,405       125,012        1,150,512        81,324        1,106,824
Age 70        14,040      318,111        393,675        1,414,985       220,026        1,241,336       122,767        1,144,077
</TABLE>

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% 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      DEATH      CASH SURRENDER      DEATH
POLICY YEAR   OUTLAY     INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
-----------   ------    -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>           <C>       <C>           <C>              <C>           <C>              <C>           <C>              <C>
1             14,040       14,742              0        1,013,911             0        1,013,139             0        1,012,367
2             14,040       30,221              0        1,029,126             0        1,026,717             0        1,024,402
3             14,040       46,474         15,118        1,045,748        10,096        1,040,726         5,456        1,036,086
4             14,040       63,540         33,934        1,063,894        25,197        1,055,157        17,437        1,047,397
5             14,040       81,459         54,413        1,083,683        40,721        1,069,991        29,039        1,058,309
6             14,040      100,274         76,679        1,105,239        56,644        1,085,204        40,227        1,068,787
7             14,040      120,029        100,866        1,128,686        72,937        1,100,757        50,966        1,078,786
8             14,040      140,773        127,072        1,154,142        89,522        1,116,592        61,176        1,088,246
9             14,040      162,554        155,426        1,181,716       106,337        1,132,627        70,794        1,097,084
10            14,040      185,423        186,004        1,211,504       123,253        1,148,753        79,699        1,105,199
15            14,040      318,111        375,668        1,396,978       204,604        1,225,914       109,502        1,130,812
20            14,040      487,458        628,500        1,645,430       257,107        1,274,037        96,268        1,113,198
Age 60        14,040       81,459         54,413        1,083,683        40,721        1,069,991        29,039        1,058,309
Age 65        14,040      185,423        186,004        1,211,504       123,253        1,148,753        79,699        1,105,199
Age 70        14,040      318,111        375,668        1,396,978       204,604        1,225,914       109,502        1,130,812
</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.

                                       78
<PAGE>   81

MALE ISSUE AGE 65  PREFERRED NONSMOKER         INITIAL STATED AMOUNT: $1,000,000
FEMALE ISSUE AGE 65 PREFERRED NONSMOKER  DEATH BENEFIT TYPE:A (MATURITY AGE 100)
INITIAL PREMIUM: $19,680.00                    STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
         12.00%(10.33% NET)     6.00%(4.33% NET)     0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               CURRENT                        CURRENT                        CURRENT
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              19,680      20,664               0       1,000,000             0        1,000,000             0        1,000,000
2              19,680      42,361               0       1,000,000             0        1,000,000             0        1,000,000
3              19,680      65,143          19,312       1,000,000        12,296        1,000,000         5,815        1,000,000
4              19,680      89,064          46,234       1,000,000        34,036        1,000,000        23,207        1,000,000
5              19,680     114,182          75,576       1,000,000        56,457        1,000,000        40,151        1,000,000
6              19,680     140,555         107,572       1,000,000        79,571        1,000,000        56,638        1,000,000
7              19,680     168,246         142,475       1,000,000       103,384        1,000,000        72,646        1,000,000
8              19,680     197,323         180,571       1,000,000       127,899        1,000,000        88,151        1,000,000
9              19,680     227,853         222,186       1,000,000       153,132        1,000,000       103,141        1,000,000
10             19,680     259,910         267,667       1,000,000       179,076        1,000,000       117,574        1,000,000
15             19,680     445,899         567,950       1,000,000       318,074        1,000,000       178,423        1,000,000
20             19,680     683,275       1,053,201       1,000,000       467,857        1,000,000       208,704        1,000,000
Age 70         19,680     114,182          75,576       1,000,000        56,457        1,000,000        40,151        1,000,000
</TABLE>

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
         12.00%(10.33% NET)     6.00%(4.33% NET)     0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS              GUARANTEED                     GUARANTEED                     GUARANTEED
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              19,680      20,664               0       1,000,000             0        1,000,000             0        1,000,000
2              19,680      42,361               0       1,000,000             0        1,000,000             0        1,000,000
3              19,680      65,143          18,152       1,000,000        11,180        1,000,000         4,744        1,000,000
4              19,680      89,064          43,297       1,000,000        31,248        1,000,000        20,567        1,000,000
5              19,680     114,182          69,792       1,000,000        51,040        1,000,000        35,092        1,000,000
6              19,680     140,555          97,613       1,000,000        70,361        1,000,000        48,144        1,000,000
7              19,680     168,246         126,691       1,000,000        88,948        1,000,000        59,483        1,000,000
8              19,680     197,323         156,894       1,000,000       106,443        1,000,000        68,779        1,000,000
9              19,680     227,853         188,041       1,000,000       122,405        1,000,000        75,616        1,000,000
10             19,680     259,910         219,897       1,000,000       136,283        1,000,000        79,477        1,000,000
15             19,680     445,899         383,707       1,000,000       150,732        1,000,000        31,882        1,000,000
20             19,680     683,275         541,997       1,000,000
Age 70         19,680     114,182          69,792       1,000,000        51,040        1,000,000        35,092        1,000,000
</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.

                                       79
<PAGE>   82

MALE ISSUE AGE 65  PREFERRED NONSMOKER         INITIAL STATED AMOUNT: $1,000,000
FEMALE ISSUE AGE 65 PREFERRED NONSMOKER  DEATH BENEFIT TYPE:B (MATURITY AGE 100)
INITIAL PREMIUM: $19,680.00                    STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               CURRENT                        CURRENT                        CURRENT
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              19,680      20,664              0        1,019,498             0        1,018,415             0        1,017,333
2              19,680      42,361              0        1,040,529             0        1,037,162             0        1,033,927
3              19,680      65,143         19,215        1,063,525        12,211        1,056,521         5,741        1,050,051
4              19,680      89,064         46,029        1,088,659        33,862        1,076,492        23,061        1,065,691
5              19,680     114,182         75,195        1,116,125        56,146        1,097,076        39,900        1,080,830
6              19,680     140,555        106,921        1,146,131        79,060        1,118,270        56,239        1,095,449
7              19,680     168,246        141,424        1,178,904       102,589        1,140,069        72,049        1,109,529
8              19,680     197,323        178,941        1,214,691       126,714        1,162,464        87,295        1,123,045
9              19,680     227,853        219,743        1,253,763       151,423        1,185,443       101,951        1,135,971
10             19,680     259,910        264,098        1,296,408       176,676        1,208,986       115,965        1,148,275
15             19,680     445,899        548,181        1,572,451       307,204        1,331,474       172,389        1,196,659
20             19,680     683,275        960,501        1,978,011       426,541        1,444,051       190,116        1,207,626
Age 70         19,680     114,182         75,195        1,116,125        56,146        1,097,076        39,900        1,080,830
</TABLE>

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS              GUARANTEED                     GUARANTEED                     GUARANTEED
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              19,680      20,664              0        1,019,498             0        1,018,415             0        1,017,333
2              19,680      42,361              0        1,040,278             0        1,036,918             0        1,033,690
3              19,680      65,143         17,987        1,062,297        11,035        1,055,345         4,616        1,048,926
4              19,680      89,064         42,870        1,085,500        30,884        1,073,514        20,259        1,062,889
5              19,680     114,182         68,867        1,109,797        50,283        1,091,213        34,476        1,075,406
6              19,680     140,555         95,829        1,135,039        68,956        1,108,166        47,045        1,086,255
7              19,680     168,246        123,508        1,160,988        86,540        1,124,020        57,673        1,095,153
8              19,680     197,323        151,523        1,187,273       102,547        1,138,297        65,969        1,101,719
9              19,680     227,853        179,351        1,213,371       116,369        1,150,389        71,449        1,105,469
10             19,680     259,910        206,300        1,238,610       127,262        1,159,572        73,531        1,105,841
15             19,680     445,899        296,662        1,320,932       107,876        1,132,146        11,803        1,036,073
20             19,680     683,275        176,445        1,193,955
Age 70         19,680     114,182         68,867        1,109,797        50,283        1,091,213        34,476        1,075,406
</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.

                                       80
<PAGE>   83

MALE ISSUE AGE 65  NONSMOKER                   INITIAL STATED AMOUNT: $1,000,000
FEMALE ISSUE AGE 65  NONSMOKER          DEATH BENEFIT TYPE: A (MATURITY AGE 100)
INITIAL PREMIUM: $22,440.00                        STATED AMOUNT PLUS CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               CURRENT                        CURRENT                        CURRENT
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              22,440      23,562               0       1,000,000             0        1,000,000             0        1,000,000
2              22,440      48,302             416       1,000,000             0        1,000,000             0        1,000,000
3              22,440      74,279          28,238       1,000,000        20,221        1,000,000        12,817        1,000,000
4              22,440     101,555          58,450       1,000,000        44,524        1,000,000        32,165        1,000,000
5              22,440     130,195          91,269       1,000,000        69,465        1,000,000        50,879        1,000,000
6              22,440     160,267         126,951       1,000,000        95,050        1,000,000        68,941        1,000,000
7              22,440     191,842         165,775       1,000,000       121,276        1,000,000        86,324        1,000,000
8              22,440     224,996         208,058       1,000,000       148,143        1,000,000       102,999        1,000,000
9              22,440     259,808         254,168       1,000,000       175,660        1,000,000       118,943        1,000,000
10             22,440     296,360         304,503       1,000,000       203,817        1,000,000       134,106        1,000,000
15             22,440     508,434         636,654       1,000,000       351,536        1,000,000       193,425        1,000,000
20             22,440     779,100       1,180,212       1,277,951       503,121        1,000,000       206,551        1,000,000
Age 70         22,440     130,195          91,269       1,000,000        69,465        1,000,000        50,879        1,000,000
</TABLE>

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS              GUARANTEED                     GUARANTEED                     GUARANTEED
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              22,440      23,562               0       1,000,000             0        1,000,000             0        1,000,000
2              22,440      48,302             375       1,000,000             0        1,000,000             0        1,000,000
3              22,440      74,279          27,651       1,000,000        19,651        1,000,000        12,264        1,000,000
4              22,440     101,555          56,660       1,000,000        42,809        1,000,000        30,525        1,000,000
5              22,440     130,195          87,447       1,000,000        65,848        1,000,000        47,467        1,000,000
6              22,440     160,267         120,050       1,000,000        88,594        1,000,000        62,925        1,000,000
7              22,440     191,842         154,476       1,000,000       110,807        1,000,000        76,669        1,000,000
8              22,440     224,996         190,691       1,000,000       132,166        1,000,000        88,387        1,000,000
9              22,440     259,808         228,638       1,000,000       152,274        1,000,000        97,687        1,000,000
10             22,440     296,360         268,241       1,000,000       170,640        1,000,000       104,078        1,000,000
15             22,440     508,434         494,707       1,000,000       216,200        1,000,000        71,643        1,000,000
20             22,440     779,100         823,012       1,000,000        79,609        1,000,000
Age 70         22,440     130,195          87,447       1,000,000        65,848        1,000,000        47,467        1,000,000
</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.

                                       81
<PAGE>   84

MALE ISSUE AGE 65  NONSMOKER                   INITIAL STATED AMOUNT: $1,000,000
FEMALE ISSUE AGE 65  NONSMOKER          DEATH BENEFIT TYPE: B (MATURITY AGE 100)
INITIAL PREMIUM: $22,440.00                        STATED AMOUNT PLUS CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS               CURRENT                        CURRENT                        CURRENT
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              22,440      23,562               0       1,022,355             0        1,021,117             0        1,019,879
2              22,440      48,302             365       1,046,325             0        1,042,476             0        1,038,776
3              22,440      74,279          28,091       1,072,401        20,092        1,064,402        12,703        1,057,013
4              22,440     101,555          58,123       1,100,753        44,247        1,086,877        31,932        1,074,562
5              22,440     130,195          90,640       1,131,570        68,952        1,109,882        50,462        1,091,392
6              22,440     160,267         125,844       1,165,054        94,179        1,133,389        68,261        1,107,471
7              22,440     191,842         163,945       1,201,425       119,891        1,157,371        85,282        1,122,762
8              22,440     224,996         205,173       1,240,923       146,043        1,181,793       101,479        1,137,229
9              22,440     259,808         249,784       1,283,804       172,593        1,206,613       116,806        1,150,826
10             22,440     296,360         298,032       1,330,342       199,468        1,231,778       131,191        1,163,501
15             22,440     508,434         599,856       1,624,126       331,441        1,355,711       182,369        1,206,639
20             22,440     779,100       1,013,088       2,030,598       428,110        1,445,620       173,964        1,191,474
Age 70         22,440     130,195          90,640       1,131,570        68,952        1,109,882        50,462        1,091,392
</TABLE>

              ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
       12.00%(10.33% NET)       6.00%(4.33% NET)       0.00%(-1.67% NET)
                 ASSUMED COST OF INSURANCE AND EXPENSE CHARGES

<TABLE>
<CAPTION>
                 PLANNED PREMIUMS              GUARANTEED                     GUARANTEED                     GUARANTEED
               --------------------   ----------------------------   ----------------------------   ----------------------------
   END OF      TOTAL    ACCUMULATED    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR    END OF YEAR     END OF YEAR
   POLICY      ANNUAL      AT 5%      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH      CASH SURRENDER      DEATH
    YEAR       OUTLAY    INTEREST         VALUE          BENEFIT         VALUE          BENEFIT         VALUE          BENEFIT
   ------      ------   -----------   --------------   -----------   --------------   -----------   --------------   -----------
<S>            <C>      <C>           <C>              <C>           <C>              <C>           <C>              <C>
1              22,440      23,562               0       1,022,355             0        1,021,117             0        1,019,879
2              22,440      48,302             322       1,046,282             0        1,042,434             0        1,038,736
3              22,440      74,279          27,462       1,071,772        19,484        1,063,794        12,117        1,056,427
4              22,440     101,555          56,168       1,098,798        42,390        1,085,020        30,171        1,072,801
5              22,440     130,195          86,380       1,127,310        64,975        1,105,905        46,756        1,087,686
6              22,440     160,267         117,987       1,157,197        86,968        1,126,178        61,651        1,100,861
7              22,440     191,842         150,786       1,188,266       108,011        1,145,491        74,564        1,112,044
8              22,440     224,996         184,444       1,220,194       127,624        1,163,374        85,103        1,120,853
9              22,440     259,808         218,490       1,252,510       145,204        1,179,224        92,787        1,126,807
10             22,440     296,360         252,295       1,284,605       160,014        1,192,324        97,034        1,129,344
15             22,440     508,434         389,003       1,413,273       162,843        1,187,113        45,571        1,069,841
20             22,440     779,100         344,289       1,361,799
Age 70         22,440     130,195          86,380       1,127,310        64,975        1,105,905        46,756        1,087,686
</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.

                                       82
<PAGE>   85
                                     PART II

                                OTHER INFORMATION



<PAGE>   86


                       CONTENTS OF REGISTRATION STATEMENT



This registration statement comprises the following papers and documents:

The facing sheet


The prospectus consisting of __ pages

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

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:

         (5)  Last Survivor Flexible Premium Life Insurance Policy, Form 00-VL-2

         (10) Variable Life Insurance Application Supplement: Suitability
              Information

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 registration statement on Form S-6 on April 27,
                  1998 (File no. 333-16133).


<PAGE>   87

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

         (3)(c)   Schedule of Sales Commissions was filed as Exhibit 1.(3)(c) of
                  the Registrant's Form S-6 on October 15, 1986 (File no.
                  2-98265).

         (3)(d)   Variable Contract Distribution Agreements (with compensation
                  schedules) between the Depositor and Ohio National Equities,
                  Inc. were filed as Exhibit (3)(d) of Post-effective Amendment
                  no. 23 of Ohio National Variable Account A registration
                  statement on Form N-4 (File no. 2-91213).
         (6)(a)   Articles of Incorporation of the Depositor were filed as
                  Exhibit 1.(6)(a) of the Registrant's Form S-6 on June 7, 1985
                  (File no. 2-98265).


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

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


         (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
                  June __, 2000 (File no. 333-_______).



<PAGE>   88

                                   SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the registrant, Ohio National Variable Account R has caused this
registration statement to be signed on its behalf in the City of Montgomery and
State of Ohio on the __th day of June, 2000.



                              OHIO NATIONAL VARIABLE ACCOUNT R
                                        (Registrant)

                              By OHIO NATIONAL LIFE ASSURANCE CORPORATION
                                        (Depositor)



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



Attest:



 /s/ Ronald L. Benedict
 ----------------------
Ronald L. Benedict
Corporate Vice President,
Counsel and Secretary
<PAGE>   89




Pursuant to the requirements of the Securities Act of 1933, the depositor has
duly caused this 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 __th day of June, 2000.

                              OHIO NATIONAL LIFE ASSURANCE CORPORATION
                                        (Depositor)



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

Attest:

 /s/ Ronald L. Benedict
 ----------------------
Ronald L. Benedict
Corporate Vice President,
Counsel and 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
David B. O'Maley                                  Officer and Director                     June __, 2000

/s/ Ronald J. Dolan                               Executive Vice President
----------------------------                      and Chief Financial Officer
Ronald J. Dolan                                   and Director                             June __, 2000

/s/ John J. Palmer                                Executive Vice President,
-----------------------------                     Strategic Initiatives
John J. Palmer                                    and Director                             June __, 2000

/s/ Stuart G. Summers                             Executive Vice President and
-----------------------------                     General Counsel and
Stuart G. Summers                                 Director                                 June __, 2000

/s/ D. Gates Smith
-----------------------------                     Executive Vice President,
D. Gates Smith                                    Agency and Group Distribution            June __, 2000
                                                  and Director

/s/ Roylene M. Broadwell                          Vice President & Treasurer               June __, 2000
-----------------------------
Roylene M. Broadwell
</TABLE>



<PAGE>   90

                         INDEX OF CONSENTS AND EXHIBITS

                                                                Page Number
Exhibit                                                         in Sequential
Number           Description                                    Numbering System


                 Consent of KPMG LLP


                 Consent of Jones & Blouch L.L.P.

                 Consent of Ronald L. Benedict, Esq.

                 Consent of David W. Cook, FSA, MAAA

  5              Survivor Life Flexible Premium Life Insurance Policy
                 Form 00-VL-2

 10              Variable Life Insurance Application Supplement:
                   Suitability Information
<PAGE>   91
                                    CONSENTS
<PAGE>   92
                          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 18, 2000 for the Ohio National
Variable Account R and January 28, 2000 for Ohio National Life Assurance
Corporation as included herein and to the reference to our firm under the
heading "Experts" herein.




Cincinnati, Ohio

June __, 2000


<PAGE>   93
                 [OHIO NATIONAL FINANCIAL SERVICES LETTERHEAD]

                                                                  June __, 2000


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


Re:   Ohio National Variable Account R (1940 Act File No. 811-4320)
      Registration Statement to File No. ____________

Ladies and Gentlemen:

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


                                   Sincerely,

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

RLB/nh

VARS6II
<PAGE>   94
                 [OHIO NATIONAL FINANCIAL SERVICES LETTERHEAD]

                                                                  June ___, 2000

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



Re:   Ohio National Variable Account R (1940 Act File No. 811-4320)
      Registration Statement File No. _____________

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 statement on Form S-6.

                                                Sincerely,

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

DWC/nh

VARS6II
<PAGE>   95
                             Jones & Blouch L.L.P.
                                 Suite 405-West
                         1025 Thomas Jefferson St., N.W.
                              Washington, DC 20007
                                 (202) 223-3500

                                 June ___, 2000

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. 333-______
              ----------------------------------

Dear Sirs:

        We hereby consent to the reference to this firm under the caption
"Legal Matters" in the prospectus contained in 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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