HANCOCK JOHN VARIABLE LIFE ACCOUNT S
485BPOS, 1998-04-29
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<PAGE>
 
    
   As filed with the Securities and Exchange Commission on April 27, 1998      

                                                   Registration No. 333-15075
 ____________________________________________________________________________


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                               -----------------
    
                                   FORM S-6
                            Post-Effective Amendment        
                                       
                                   No. 1 to     
                         Registration Statement Under
                          THE SECURITIES ACT OF 1933

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

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S
                             (Exact name of trust)

                 JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
                              (Name of depositor)

                              JOHN HANCOCK PLACE
                          BOSTON, MASSACHUSETTS 02117
         (Complete address of depositor's principal executive offices)

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

                            SANDRA M. DADALT, ESQ.
                  JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
                       JOHN HANCOCK PLACE, BOSTON, 02117
               (Name and complete address of agent for service)

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

                                   Copy to:
                           THOMAS C. LAUERMAN, ESQ.
                        Freedman, Levy, Kroll & Simonds
                         1050 Connecticut Avenue, N.W.
                            Washington, D.C.  20036

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

 / / immediately upon filing pursuant to paragraph (b) of Rule 485
 --                                                              
 /X/ on May 1, 1998 pursuant to paragraph (b) of Rule 485
 --                                                     
 / / 60 days after filing pursuant to paragraph (a)(1) of Rule 485
 --                                                              
 / / on (date) pursuant to paragraph (a)(1) of Rule 485
 --                                                   

If appropriate check the following box

 / / this post-effective amendment designates a new effective date for a
 --
previously filed amendment

Pursuant to the provisions of Rule 24f-2, Registrant has registered an
indefinite amount of the securities being offered and filed its Notice for
fiscal year 1997 pursuant to Rule 24f-2 on February 26, 1998.        


<PAGE>
 
                             CROSS-REFERENCE TABLE

Form N-8B-2 Item                   Caption in Prospectus                 
- ----------------                   ---------------------                 
                                                                         
1, 2                               Cover, The Account and The Series     
                                   Funds, JHVLICO and John Hancock       
                                                                         
3                                  Inapplicable                          
                                                                         
4                                  Cover, Distribution of Policies       
                                                                         
5, 6                               The Account and The Series Funds      
                                                                         
7, 8, 9                            Inapplicable                    
                                                                         
10(a),(b),(c),(d),(e)              Policy Provisions and Benefits        
                                                                         
10(f)                              Voting Privileges                     
                                                                         
10(g),(h)                          Changes that JHVLICO                  
                                   Can Make                              
                                                                         
10(i)                              Appendix--Other Policy                
                                   Provisions, The Account and           
                                   The Series Funds                      
                                                                         
11, 12                             Summary, The Account and The Series   
                                   Funds, Distribution of Policies       
                                                                         
13                                 Summary, Charges and Expenses,        
                                   Appendix--Illustration of Death       
                                   Benefits, Surrender Values            
                                   and Accumulated Premiums              
                                                                         
14, 15                             Summary, Distribution of              
                                   Policies, Premiums                    
                                                                         
16                                 The Account and The Series Funds      
                                                                         
17                                 Summary, Policy                       
                                   Provisions and Benefits               
                                                                         
18                                 The Account and The Series Funds,     
                                   Tax Considerations                    
                                                                         
19                                 Reports                               
                                                                         
20                                 Changes that JHVLICO Can Make         
                                                                         
21                                 Policy Provisions and Benefits        
                                                                         
22                                 Policy Provisions and Benefits         
<PAGE>
 
23                                 Distribution of Policies               
                                                                          
24                                 Not Applicable                         
                                                                          
25                                 JHVLICO and John Hancock               
                                                                          
26                                 Not Applicable                         
                                                                          
27,28,29,30                        JHVLICO and John Hancock, Board        
                                   of Directors and Executive             
                                   Officers of JHVLICO                    
                                                                          
31,32,33,34                        Not Applicable                         
                                                                          
35                                 JHVLICO and John Hancock               
                                                                          
37                                 Not Applicable                         
                                                                          
38,39,40,41(a)                     Distribution of Policies,              
                                   JHVLICO and John Hancock,              
                                   Charges and Expenses                   
                                                                          
42, 43                             Not Applicable                         
                                                                          
44                                 The Account and The Series Funds,      
                                   Policy Provisionsand Benefits          
                                   Appendix--Illustration of Death        
                                   Benefits, Surrender Values             
                                   and Accumulated Premiums               
                                                                          
45                                 Not Applicable                         
                                                                          
46                                 The Account and The Series Funds,      
                                   Policy Provisions and Benefits,        
                                   Appendix--Illustration of Death        
                                   Benefits, Surrender Values             
                                   and Accumulated Values                 
                                                                          
47, 48, 49, 50                     Not Applicable                         
                                                                          
51                                 Policy Provisions and Benefits,        
                                   Appendix--Other Policy Provisions      
                                                                          
52                                 The Account and The Series Funds,      
                                   Changes that JHVLICO                   
                                   Can Make                               
                                                                          
53,54,55                           Not Applicable                         
                                                                          
56,57,58                           Not Applicable                         
                                                                          
59                                 Financial Statements                    
<PAGE>
 
[LOGO OF JOHN HANCOCK APPEARS HERE]
                                                     John Hancock Variable Life 
                                                          Insurance Company
                                                                  (JHVLICO)
 
                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
                              John Hancock Place
                          Boston, Massachusetts 02117
 
                        JOHN HANCOCK SERVICING OFFICE:
                                 P.O. Box 111
                          Boston, Massachusetts 02117
 
                  TELEPHONE 1-800-REAL LIFE (1-800-732-5543)
                               FAX 617-572-5410
 
   
                            PROSPECTUS MAY 1, 1998     
 
  The flexible premium variable life policy ("Policy") described in this
Prospectus can be funded, at the discretion of the Owner, by any of the variable
subaccounts of John Hancock Variable Life Account S (the "Account"), by a fixed
subaccount (the "Fixed Account"), or by any combination of the Fixed Account and
the variable subaccounts (collectively, the "Subaccounts"). The assets of each
variable Subaccount will be invested in a corresponding investment portfolio
("Portfolio") of John Hancock Variable Series Trust I, a "series" type mutual
fund advised by John Hancock Mutual Life Insurance Company ("John Hancock") or
of M Fund, Inc., a "series" type mutual fund advised by M Financial Investment
Advisers, Inc. (collectively the "Funds"). The assets of the Fixed Account will
be invested in the general account of John Hancock Variable Life Insurance
Company ("JHVLICO").
   
  The Prospectuses for the Funds, which are attached to this Prospectus,
describe the investment objectives, policies and risks of investing in the
Portfolios of the Funds: Managed, Growth & Income, Equity Index, Large Cap
Value, Large Cap Growth, Mid Cap Value, Mid Cap Growth, Diversified Mid Cap
Growth (formerly, Special Opportunities), Real Estate Equity, Small/Mid Cap
CORE, Small Cap Value, Small Cap Growth, Global Equity, International Balanced,
International Equity Index (formerly, International Equities), International
Opportunities, Emerging Markets Equity, Short-Term Bond (formerly, Short-Term
U.S. Government), Bond Index, Sovereign Bond, Strategic Bond, High Yield Bond,
Money Market, Edinburgh Overseas Equity, Turner Core Growth, Frontier Capital
Appreciation, and Enhanced U.S. Equity. Other variable Subaccounts and
Portfolios may be added in the future.    
 
  Replacing existing insurance with a Policy described in this Prospectus may
not be to your advantage.
 
  THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. IT IS NOT
VALID UNLESS ATTACHED TO CURRENT PROSPECTUSES FOR THE FUNDS.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
<PAGE>
 
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
 

                               TABLE OF CONTENTS
 
 
<TABLE>   
<CAPTION>
                                                                          Page
<S>                                                                      <C>
SUMMARY................................................................     1
JHVLICO AND JOHN HANCOCK...............................................     7
THE ACCOUNT AND THE SERIES FUNDS.......................................     7
  The Account..........................................................     7
  The Series Funds.....................................................     8
THE FIXED ACCOUNT......................................................    12
POLICY PROVISIONS AND BENEFITS.........................................    13
  Requirements for Issuance of Policy..................................    13
  Premiums.............................................................    13
  Account Value and Surrender Value....................................    15
  Death Benefits.......................................................    16
  Transfers Among Subaccounts..........................................    19
  Loan Provisions and Indebtedness.....................................    19
  Default..............................................................    20
  Exchange Privilege...................................................    21
CHARGES AND EXPENSES...................................................    21
  Charges Deducted from Premiums.......................................    21
  Sales Charge.........................................................    22
  Reduced Charges for Eligible Groups..................................    23
  Charges Deducted from Account Value or Assets........................    23
  Guarantee of Certain Charges.........................................    25
DISTRIBUTION OF POLICIES...............................................    26
TAX CONSIDERATIONS.....................................................    27
  Policy Proceeds......................................................    27
  Charge for JHVLICO's Taxes...........................................    27
  Corporate and H.R. 10 Plans..........................................    28
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF JHVLICO...................    29
REPORTS................................................................    29
VOTING PRIVILEGES......................................................    30
CHANGES THAT JHVLICO CAN MAKE..........................................    30
STATE REGULATION.......................................................    31
LEGAL MATTERS..........................................................    31
REGISTRATION STATEMENT.................................................    31
EXPERTS................................................................    31
FINANCIAL STATEMENTS...................................................    31
APPENDIX--OTHER POLICY PROVISIONS......................................    65
APPENDIX--IMPACT OF YEAR 2000..........................................    67
APPENDIX--ILLUSTRATION OF DEATH BENEFITS, SURRENDER VALUES AND
 ACCUMULATED PREMIUMS..................................................    68
</TABLE>    
 
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
<PAGE>
 
                      INDEX OF DEFINED WORDS AND PHRASES
 
  Below are listed certain words and phrases used in this Prospectus, together
with identification of the page on which each is defined or explained:
 

                                                                           Page

Account.....................................................................  7
Account Value...............................................................  1
Additional Sum Insured...................................................... 18
Age......................................................................... 66
Basic Sum Insured...........................................................  1
DAC Tax..................................................................... 22
Death Benefit...............................................................  6
Fixed Account...............................................................  2
Funds.............................................................  Front Cover
Grace Period................................................................ 20
Guaranteed Minimum Death Benefit............................................ 17
Guaranteed Minimum Death Benefit Premium.................................... 14
Indebtedness................................................................ 20
Investment Rule............................................................. 14
Loan Assets................................................................. 20
Minimum First Premium....................................................... 17
Optional Extra Death Benefit................................................ 17
Planned Premium............................................................. 13
Policy Anniversary.......................................................... 66
Portfolio.........................................................  Front Cover
Servicing Office............................................................  5
Subaccount........................................................  Front Cover
Surrender Value.............................................................  6
Target Premium.............................................................. 22
Total Sum Insured........................................................... 17
Valuation Date.............................................................. 12
Valuation Period............................................................ 12
Variable Subaccounts........................................................  1
7-Pay Limit................................................................. 15
 
 
                                       1
<PAGE>
 
                                    SUMMARY
 
WHAT IS THE VARIABLE LIFE POLICY BEING OFFERED?
 
  JHVLICO issues variable life insurance policies. The Policies described in
this Prospectus provide life insurance coverage when the insured dies. The
Policies also provide for premium flexibility. JHVLICO issues other variable
life insurance policies. These other policies are offered by means of other
Prospectuses.
 
  As explained below, the death benefit and Surrender Value under the Policy may
increase or decrease daily. The Policies differ from ordinary fixed-benefit life
insurance in the way they work. However, the Policies are like fixed-benefit
life insurance in providing lifetime protection against economic loss resulting
from the death of the insured. The Policies are primarily insurance and not
investments.
 
  The Policies work generally as follows: A premium payment is periodically made
to JHVLICO. JHVLICO takes from each premium an amount for processing expenses,
taxes, and sales expenses. JHVLICO then places the rest of the premium into the
Subaccounts as directed by the owner of the Policy (the "Owner"). The assets
allocated to each variable Subaccount are invested in shares of the
corresponding Portfolio of the Funds. The currently available Portfolios are
identified on the cover of this Prospectus. The assets allocated to the Fixed
Account are invested in the general account of JHVLICO. During the year, JHVLICO
takes charges from each Subaccount and credits or charges each Subaccount with
its respective investment performance. The insurance charge, which is deducted
from the invested assets attributable to each Policy ("Account Value"), varies
monthly with the then attained age of the insured and with the amount of
insurance provided at the start of each month.
 
  The Policy provides for payment of death benefit proceeds when the insured
dies. The death benefit proceeds will equal the death benefit, plus any
additional benefit included by rider and then due, minus any Indebtedness. The
death benefit under Option A equals the Total Sum Insured less any withdrawals
that the Owner has made. The death benefit under Option B equals the Total Sum
Insured plus the Policy Account Value on the date of death of the insured. The
death benefit under Option M equals the Total Sum Insured, less any withdrawals
by the Owner, plus any optional Extra Death Benefit. The Policy also increases
the death benefit if necessary to ensure that the Policy will continue to
qualify as life insurance under the Federal tax laws.
 
  Within limits prescribed by JHVLICO, the Owner may also elect whether to
purchase the coverage as part of the "Basic Sum Insured" or as an "Additional
Sum Insured". The Basic Sum Insured will not lapse during the first ten Policy
years, so long as specified Guaranteed Minimum Death Benefit Premiums have been
paid. The Owner may elect for this Guaranteed Minimum Death Benefit feature to
extend beyond ten years. The Additional Sum Insured is subject to lapse, but has
certain cost and other advantages. The Total Sum Insured equals the sum of the
Basic Sum Insured plus the amount of any Additional Sum Insured.
 
  The initial Account Value is the amount of the premium that JHVLICO credits to
the Policy, after deduction of the initial charges. The Account Value increases
or decreases daily depending on the investment experience of the Subaccounts to
which the amounts are allocated at the direction of the Owner. JHVLICO does not
guarantee a minimum amount of Account Value. The Owner bears the investment risk
for that portion of the Account Value allocated to the variable Subaccounts. The
Owner may surrender a Policy at any time while the insured is living. The
Surrender Value is the Account Value less any Indebtedness. At issue, the Owner
may elect to purchase an Enhanced Cash Value Rider which will provide a benefit
payable in addition to the Surrender Value if the Policy is surrendered in the
first nine Policy years. The Owner may also make partial withdrawals from a
Policy, subject to certain restrictions and an administrative charge.
 

                                       2
<PAGE>
 
If the Owner surrenders in the early Policy years, the amount of Surrender Value
would be low (as compared with other investments without sales charges) and,
consequently, the insurance protection provided prior to surrender would be
costly.
   
  The minimum Total Sum Insured that may be bought at issue is $250,000. All
persons insured must meet specified age limits and certain health and other
criteria called "underwriting standards." The smoking status of the insured is
generally reflected in the insurance charges made. Policies issued under certain
circumstances will not directly reflect the sex of the insured in either the
premium rates or the charges and values under the Policy.    
 
WHAT IS THE AMOUNT OF THE PREMIUMS?
 
  Premiums are flexible, and the Owner may choose the amount and frequency of
premium payments, so long as each premium payment is at least $100 and meets
certain other requirements.
 
  The minimum amount of premium required at the time of Policy issue is
determined by JHVLICO based on the characteristics of the insured, the Policy's
Basic Sum Insured at issue, and the Policy options selected by the Owner. Unless
the Guaranteed Minimum Death Benefit is in effect, if the Policy Account Value
at the beginning of any Policy month is insufficient to pay the monthly Policy
charges then due, JHVLICO will estimate the amount of additional premiums
necessary to keep the Policy in force for three months. The Owner will have a 61
day grace period to pay at least that amount or the Policy will lapse.
 
  At the time of Policy issue, the Owner may designate the amount and frequency
of Planned Premium payments. The Owner may pay premiums other than the Planned
Premium payments, subject to certain limitations.
 
  The Policy has a Guaranteed Minimum Death Benefit provision which guarantees
that the Basic Sum Insured will not lapse during the first ten Policy years if
prescribed amounts of premiums have been paid, based on the characteristics of
the insured and the amount of the Basic Sum Insured at issue. The Owner may at
the time of application for the Policy elect that this feature be extended
beyond the first ten Policy years at an additional charge.
 
WHAT IS JOHN HANCOCK VARIABLE LIFE ACCOUNT S?
   
  The Account is a separate investment account of JHVLICO, operated as a unit
investment trust, which supports benefits payable under the Policies. The
Account is subdivided into a number of variable Subaccounts, each of which
corresponds to one of the Portfolios of the Funds. The assets of each variable
Subaccount are invested in the corresponding Portfolio of the Funds. The current
Portfolios of the Funds are: Managed, Growth & Income, Equity Index, Large Cap
Value, Large Cap Growth, Mid Cap Value, Mid Cap Growth, Diversified Mid Cap
Growth, Real Estate Equity, Small/Mid Cap CORE, Small Cap Value, Small Cap
Growth, Global Equity, International Balanced, International Equity Index,
International Opportunities, Emerging Markets Equity, Short-Term Bond, Bond
Index, Sovereign Bond, Strategic Bond, High Yield Bond, Money Market, Edinburgh
Overseas Equity, Turner Core Growth, Frontier Capital Appreciation, and Enhanced
U.S. Equity.     
    
  The figures in the following chart are expressed as a percentage of each
Portfolio's average daily net assets. The figures reflect the investment
management fees currently payable and the 1997 other fund expenses allocated to
John Hancock Variable Series Trust I (except that other fund expenses for the
Small/Mid Cap CORE, Global Equity, Emerging Markets Equity, Bond Index, and High
Yield Bond Portfolios are based upon estimates for the current fiscal year).    

                                       3
<PAGE>
 
<TABLE>   
<CAPTION>
                                                                                  Other
                                                                                   Fund
                                                   Other Fund      Total         Expenses
                                                    Expenses       Fund           Absent
                                      Management  After Expense  Operating       Expense
            Fund Name                    Fee      Reimbursement  Expenses     Reimbursement*
            ---------                 ----------  -------------  ---------   ----------------
<S>                                   <C>         <C>            <C>        <C>
Managed..............................    0.33%        0.04%       0.37%            N/A
Growth & Income......................    0.25%        0.03%       0.28%            N/A
Equity Index.........................    0.15%        0.25%       0.40%            0.40%
Large Cap Value......................    0.75%        0.25%       1.00%            0.31%
Large Cap Growth.....................    0.39%        0.05%       0.44%            N/A
Mid Cap Value........................    0.80%        0.25%       1.05%            0.34%
Mid Cap Growth.......................    0.85%        0.25%       1.10%            0.57%
Diversified Mid Cap Growth...........    0.75%        0.10%       0.85%            N/A
Real Estate Equity...................    0.60%        0.09%       0.69%            N/A
Small/Mid Cap CORE...................    0.80%        0.25%       1.05%            N/A
Small Cap Value......................    0.80%        0.25%       1.05%            0.50%
Small Cap Growth.....................    0.75%        0.25%       1.00%            0.37%
Global Equity........................    0.90%        0.25%       1.15%            N/A
International Balanced...............    0.85%        0.25%       1.10%            0.71%
International Equity Index...........    0.18%        0.19%       0.37%            N/A
International Opportunities..........    0.97%        0.25%       1.22%            0.60%
Emerging Markets Equity..............    1.30%        0.25%       1.55%            N/A
Short-Term Bond......................    0.30%        0.21%       0.51%            N/A
Bond Index...........................    0.15%        0.25%       0.40%            N/A
Sovereign Bond.......................    0.25%        0.06%       0.31%            N/A
Strategic Bond.......................    0.75%        0.25%       1.00%            0.57%
High Yield Bond......................    0.65%        0.25%       0.90%            N/A
Money Market.........................    0.25%        0.08%       0.33%            N/A
</TABLE>    
- ---------
   
* John Hancock reimburses a Portfolio when the Portfolio's other fund expenses
  exceed 0.25% of the Portfolio's average daily net assets.     
    
  M Fund, Inc. pays M Financial Investment Advisers, Inc. ("M Financial") a fee
for providing investment management services to each of the Portfolios. The Fund
also pays for certain other fund expenses. The figures in the following chart
are expressed as a percentage of each Portfolio's average daily net assets. The
figures reflect the investment management fees currently payable and the 1997
other fund expenses allocated to the Fund.    
 
<TABLE>   
<CAPTION>
                                                   Other    Total Fund     Other Fund
                                    Investment      Fund    Operating    Expenses Absent
      Portfolio                   Management Fee  Expenses   Expenses    Reimbursement*
      ---------                   --------------  --------  ----------  -----------------
<S>                               <C>             <C>       <C>         <C>
Edinburgh Overseas Equity........     1.05%        0.25%      1.30%           3.89%
Turner Core Growth...............     0.45%        0.25%      0.70%           5.72%
Frontier Capital Appreciation....     0.90%        0.25%      1.15%           1.96%
Enhanced U.S. Equity.............     0.55%        0.25%      0.80%           4.87%
</TABLE>    
- ---------
   
* M Financial reimburses a Portfolio when the Portfolio's other fund expenses
  exceed 0.25% of the Portfolio's average daily net assets.    
 
  For a full description of the Funds, see the Prospectuses for the Funds
attached to this Prospectus.
 
                                       4
<PAGE>
 
WHAT ARE THE CHARGES MADE BY JHVLICO?
 
  Premium Processing Charge. A 1.25% charge deducted from each premium payment.
 
  State Premium Tax Charge and Federal DAC Tax Charge. Charges deducted from
each premium payment, currently 2.35% for state premium taxes and 1.25% as a
Federal deferred acquisition cost or "DAC Tax" charge.
 
  Sales Charge. A charge deducted from each premium payment in the amount of 30%
of premiums paid in the first Policy year up to the "target premium" and 3.5% of
premiums paid during the first Policy year in excess of that target. The sales
charge in subsequent Policy years on premiums up to the target premium is 10% of
such premiums in each of years 2 through 10; and 4% of such premiums thereafter.
The sales charge for premiums paid in excess of the target premium is 3.5% of
such excess premiums paid in all Policy years. These sales charges are
guaranteed not to increase above these amounts.
 
  Issue Charge. A charge deducted monthly from Account Value for the first 10
Policy years in an amount set forth in the Policy per $1,000 of the Basic Sum
Insured at issue. Such amount varies by age at issue. For example, this
additional monthly amount for a 45 year old is 10c per $1,000 of Basic Sum
Insured at issue. This charge is guaranteed not to exceed $200 per month and
will be at least $5 per month.
 
  Administrative Charge. A charge deducted monthly from Account Value currently
in an amount equal to $5 for all Policy years. This charge is guaranteed not to
exceed $10 per month.
 
  Insurance Charge. A charge based upon the amount for which JHVLICO is at risk,
considering the attained age and risk classification of the insured and
JHVLICO's then current monthly insurance rates (never to exceed rates set forth
in the Policy) deducted monthly from Account Value.
 
  Guaranteed Minimum Death Benefit Charge. If the Guaranteed Minimum Death
Benefit option is elected beyond the first 10 Policy years, a maximum charge,
starting at the beginning of the eleventh Policy year, not to exceed 3c per
$1,000 (currently 1c per $1,000) of the Basic Sum Insured at issue, deducted
monthly from Account Value.
 
  Charge for Mortality and Expense Risks. A charge deducted daily from the
variable Subaccounts at a maximum effective annual rate of .60% of the assets of
each variable Subaccount. The current charge is .35%.
 
  Charge for Extra Mortality Risks. An additional charge, depending upon the age
of the insured and the degree of additional mortality risk, required if the
insured does not qualify for the standard underwriting class. This additional
charge is deducted monthly from Account Value.
 
  Charge for Optional Enhanced Cash Value Rider. A charge equal to 2% of the
premium payment will be deducted from each premium payment received in the first
Policy year up to the annual target premium. This charge is assessed in the
first Policy year only.
 
  Charge for Other Optional Rider Benefits. An additional charge required if the
Owner elects to purchase any optional insurance benefits by rider (other than
the Enhanced Cash Value Rider). Any such additional charge is deducted monthly
from Account Value.
 
  Charge for Partial Withdrawal. A charge of $20 deducted from Account Value at
the time of withdrawal.
 
  See "Charges and Expenses" for a full description of the charges under the
Policy.

                                       5
<PAGE>
 
IS THERE A CHARGE AGAINST THE ACCOUNT FOR FEDERAL INCOME TAX?
 
  Currently no charge is made against any Subaccount for Federal income taxes;
but if JHVLICO incurs, or expects to incur, income taxes attributable to any
Subaccount or this class of Policies in future years, it reserves the right to
make a charge. JHVLICO expects that it will continue to be taxed as a life
insurance company. See "Charge for JHVLICO's Taxes".
 
WHAT IS THE RELATIONSHIP BETWEEN THE PREMIUM AND THE AMOUNT ALLOCATED TO THE
SUBACCOUNTS?
 
  The initial net premium is allocated by JHVLICO from its general account to
the Money Market Subaccount on the date of issue of the Policy. The initial net
premium is the gross Minimum First Premium, plus any additional amount of
premium that has been paid prior to the date of issue, less the premium
processing charge, and less the charges deducted for sales expenses, state
premium taxes and the Federal DAC Tax. These charges also apply to subsequent
premium payments. Twenty days after the date of issue, the amount in the Money
Market Subaccount is reallocated among the Subaccounts in accordance with the
Owner's election. Net premiums derived from payments received after this
reallocation date are allocated, generally on the date of receipt, to one or
more of the Subaccounts as elected by the Owner.
 
HOW ARE AMOUNTS ALLOCATED TO EACH SUBACCOUNT?
 
  At issue and subsequently thereafter, the Owner will provide us with the rule
("Investment Rule") we will follow to invest net premiums or other amounts in
any of the Subaccounts. The Owner may change the Investment Rule under which
JHVLICO will allocate amounts to Subaccounts. See "Premiums--Billing, Allocation
of Premium Payments (Investment Rule)".
 
WHAT COMMISSIONS ARE PAID TO AGENTS?
 
  The Policies are sold through agents who are licensed by state authorities to
sell JHVLICO's insurance policies. Commissions payable to agents are described
under "Distribution of Policies". Sales expenses in any year are not equal to
the deduction for sales expenses in that year. Rather, total sales expenses
under the Policies are intended to be recovered over the lifetimes of the
insureds covered by the Policies.
 
WHAT IS THE DEATH BENEFIT?
 
  The death benefit proceeds will equal the death benefit of the Policy, plus
any additional rider benefits included and then due, minus any Indebtedness. The
death benefit payable depends on the Policy's Total Sum Insured (the Total Sum
Insured is the Basic Sum Insured plus the amount of any Additional Sum Insured)
and the death benefit option selected by the Owner at the time the Policy is
issued, as follows:
 
     OPTION A: The death benefit equals the Policy's current Total Sum Insured
  less any withdrawals of Account Value that the Owner has made.
 
     OPTION B: The death benefit is the Policy's current Total Sum Insured plus
  the Policy Account Value on the date of death of the insured, and varies in
  amount based on investment results.
 
     OPTION M: The death benefit equals the Policy's current Total Sum Insured
  less any withdrawals of Account Value that the Owner has made plus any
  Optional Extra Death Benefit.
 
  The death benefit of the Policy under Options A, B, or M will be increased if
necessary to ensure that the Policy will continue to qualify as life insurance
under the Federal tax law. See "Death Benefits" and "Tax Considerations".

                                       6
<PAGE>
 
  Under the Guaranteed Minimum Death Benefit provision, the Policy is guaranteed
not to lapse during the first 10 Policy years, provided the amount of premiums
paid, accumulated at 4% interest, minus any withdrawals, also accumulated at 4%
interest, is at least equal to the Guaranteed Minimum Death Benefit Premiums,
accumulated at 4% interest. For an additional charge, the Owner may elect this
benefit to continue beyond the tenth Policy year. The Guaranteed Minimum Death
Benefit feature applies only to the Basic Sum Insured and not to any amount of
Additional Sum Insured.
 
HOW DOES THE ACCOUNT VALUE OF A POLICY VARY IN RELATION TO THE SUBACCOUNTS'
INVESTMENT EXPERIENCE?
 
  In general, the Account Value for any day equals the Account Value for the
previous day, increased by any net premium placed in the Subaccounts for the
Policy, decreased by any charges made against the Account Value and by any
partial withdrawal, and increased or decreased by the investment experience of
the Subaccounts. No minimum Account Value for the Policy is guaranteed.
 
WHAT IS THE LOAN PROVISION AND HOW DOES A LOAN AFFECT THE DEATH BENEFIT, ACCOUNT
VALUE AND SURRENDER VALUE?
 
  The Loan Value will be equal to (a) minus (b) minus (c) where: (a) is the
Account Value, (b) is twelve times the sum of all monthly charges deducted from
the Account Value for the Policy month in which the loan is obtained, and (c) is
(a) above minus (b) above multiplied by .75% in Policy years 1-20 and .25%
thereafter. Interest charged on any loan will accrue and compound daily at an
effective annual rate of 4.75% in the first 20 Policy years and 4.25%
thereafter. A loan plus accrued interest ("Indebtedness") may be repaid at the
discretion of the Owner in whole or in part in accordance with the terms of the
Policy. The Owner may obtain a Policy loan in the maximum amount of the Loan
Value less any existing Indebtedness.
 
  While a loan is outstanding, the rate of interest credited to the Account
Value because of the loan will usually be different than the net investment
experience of the Subaccounts. Therefore, the Account Value, the Surrender Value
and any death benefit above the current Total Sum Insured are permanently
affected by any loan.
 
IS THERE A SHORT-TERM CANCELLATION RIGHT?
 
  The Owner may surrender a Policy, for any reason, by delivering or mailing it,
within 10 days after receipt of the Policy by the Owner, to JHVLICO's Servicing
Office, or to the agent or agency office through which it was delivered.
Coverage under the Policy will be cancelled immediately as of the date of such
mailing or delivery. Any premium paid on it will be refunded. If required by
state law, the refund will equal the Account Value at the end of the Valuation
Period in which the Policy is received plus all charges or deductions made
against premiums plus an amount reflecting charges against the Subaccounts and
the investment management fee of the Funds.
 
WHAT INVESTMENT TRANSFERS ARE ALLOWED AN OWNER?
 
  The Owner may transfer the Account Value among the variable Subaccounts or
into the Fixed Account at any time. Transfers out of the Fixed Account, however,
are subject to restrictions.
 
ARE THE BENEFITS UNDER A POLICY SUBJECT TO FEDERAL INCOME TAX?
 
  The benefits under Policies described in this Prospectus are expected to
receive the same tax treatment under the Internal Revenue Code of 1986 as
benefits under traditional fixed-benefit life insurance policies. Thus, death
benefits payable under the Policies will not be included in the beneficiary's
gross income. Also, the Owner is not
 
                                       7
<PAGE>
 
taxed on interest and gains under the Policy unless and until values are
actually received through withdrawal, surrender, or other distributions.
 
  Under Federal tax law, distributions from Policies on which premiums greater
than a "7-pay" premium limit (as defined in the law) have been paid, will be
subject to special taxation. See "Premiums--7-Pay Premium Limit" and "Policy
Proceeds" for a discussion of how the "7-pay" premium limit may be exceeded
under a Policy. A distribution on such a Policy (called a "modified endowment")
will be taxed to the extent there is any income (gain) to the Owner and an
additional penalty tax may be imposed on the taxable amount.
 
                           JHVLICO AND JOHN HANCOCK
 
  JHVLICO, a stock life insurance company chartered in 1979 under Massachusetts
law, is authorized to transact a life insurance and annuity business in
Massachusetts and all other states, except New York. JHVLICO began selling
variable life insurance policies in 1980.
 
  JHVLICO is a wholly-owned subsidiary of John Hancock, a company chartered in
Massachusetts in 1862. Its Home Office is at John Hancock Place, Boston,
Massachusetts 02117. John Hancock's assets are approximately $59 billion and it
has invested over $380 million in JHVLICO in connection with JHVLICO's
organization and operations. It is anticipated that John Hancock will from time
to time make additional capital contributions to JHVLICO to enable it to meet
its reserve requirements and expenses in connection with its business, and John
Hancock is committed to make additional capital contributions if necessary to
ensure that JHVLICO maintains a positive net worth.
 
                       THE ACCOUNT AND THE SERIES FUNDS
 
THE ACCOUNT
 
  The Account, a separate account established under Massachusetts law, meets the
definition of "separate account" under the Federal securities laws and is
registered as a unit investment trust under the Investment Company Act of 1940
("1940 Act").
 
  The Account's assets are the property of JHVLICO. Each Policy provides that
the portion of the Account's assets equal to the reserves and other liabilities
under the Policy shall not be chargeable with liabilities arising out of any
other business JHVLICO may conduct. In addition to the assets attributable to
variable life policies, the Account's assets include assets derived from charges
made by JHVLICO. From time to time these additional assets may be transferred in
cash by JHVLICO to its general account. Before making any such transfer, JHVLICO
will consider any possible adverse impact the transfer might have on any
Subaccount. Additional premiums are charged for Policies where the insured is
classified as a substandard risk and a portion of these premiums is allocated to
the Account.
 
  The Account is registered with the Securities and Exchange Commission (the
"Commission") under the 1940 Act. Such registration does not involve supervision
by the Commission of the management or policies of the Account, JHVLICO or John
Hancock.
 
  The assets in each variable Subaccount are invested in the corresponding
Portfolio of the Funds, but the assets of one variable Subaccount are not
necessarily legally insulated from liabilities associated with another variable
 
                                       8
<PAGE>
 
Subaccount. New variable Subaccounts may be added or existing variable
Subaccounts may be deleted as new Portfolios are added to or deleted from the
Funds and made available to Owners.
 
THE SERIES FUNDS
 
  Each Fund is a "series" type of mutual fund registered with the Commission
under the 1940 Act as an open-end diversified management investment company.
Each Fund serves as the investment medium for the Account and other unit
investment trust separate accounts established for other variable life insurance
policies and variable annuity contracts. (See the attached Fund Prospectuses for
a description of a need to monitor for possible conflicts and other
consequences.) A very brief summary of the investment objectives of each
Portfolio is set forth below.
   
 Managed Portfolio

  The investment objective of this Portfolio is to achieve maximum long-term
total return consistent with prudent investment risk. Investments will be made
in common stocks, convertibles and other equity investments, in bonds and other
fixed income securities and in money market instruments.

 Growth & Income Portfolio

  The investment objective of this Portfolio is to achieve intermediate and
long-term growth of capital, with income as a secondary consideration. This
objective will be pursued by investments principally in common stocks (and
securities convertible into or with rights to purchase common stocks) of
companies believed to offer growth potential over both the intermediate and the
long term.

 Equity Index Portfolio

  The investment objective of this Portfolio is to provide investment results
that correspond to the total return of the U.S. market as represented by the S&P
500 utilizing common stocks that are publicly traded in the United States.

 Large Cap Value Portfolio

  The investment objective of this Portfolio is to provide substantial dividend
income, as well as long-term capital appreciation, through investments in the
common stocks of established companies believed to offer favorable prospects for
increasing dividends and capital appreciation.

 Large Cap Growth Portfolio

  The investment objective of this Portfolio is to achieve above-average capital
appreciation through the ownership of common stocks (and securities convertible
into with rights to purchase common stocks) of companies believed to offer
above-average capital appreciation opportunities. Current income is not an
objective of the Portfolio.

 Mid Cap Value Portfolio

  The investment objective of this Portfolio is to provide long-term growth of
capital primarily through investment in the common stocks of medium
capitalization companies believed to sell at a discount to their intrinsic
value.    
 
                                       9
<PAGE>
 
   
 Mid Cap Growth Portfolio
 
  The investment objective of this Portfolio is to provide long-term growth of
capital through a non-diversified portfolio investing primarily in common stocks
of medium capitalization companies.
 
 Diversified Mid Cap Growth Portfolio
 
  The investment objective of this Portfolio is to provide long-term growth of
capital through a diversified portfolio investing primarily in common stocks of
medium capitalization growth companies.
 
 Real Estate Equity Portfolio
 
  The investment objective of this Portfolio is to provide above-average income
and long-term growth of capital by investment principally in equity securities
of companies in the real estate and related industries.
 
 Small/Mid Cap CORE Portfolio
 
  The investment objective of this Portfolio is to achieve long-term growth of
capital through a broadly diversified portfolio of equity securities of U.S.
issuers which are included in the Russell 2500 Index at the time of investment.
 
 Small Cap Value Portfolio
 
  The investment objective of this Portfolio is to provide long-term growth of
capital by investing in a well diversified portfolio of equity securities of
small capitalization companies exhibiting value characteristics.
 
 Small Cap Growth Portfolio
 
  The investment objective of this Portfolio is to provide long-term growth of
capital through a diversified portfolio investing primarily in common stocks of
small capitalization emerging growth companies.
 
 Global Equity Portfolio
 
  The investment objective of this Portfolio is to achieve long-term growth of
capital through a diversified portfolio of marketable securities, primarily
equity securities, of both U.S. and foreign issuers.
 
 International Balanced Portfolio
 
  The investment objective of this Portfolio is to maximize total U.S. dollar
return, consisting of capital appreciation and current income, through
investment in non-U.S. equity and fixed income securities.
 
 International Equity Index Portfolio
 
  The investment objective of this Portfolio is to provide investment results
that correspond to the total return of the major developed international
(non-U.S.) equity markets, as represented by the MSCI AEFE GDP Index.
 
 International Opportunities Portfolio
 
  The investment objective of this Portfolio is to provide capital appreciation
through investments in common stocks of primarily well-established, non-United
States companies.    
 
                                      10
<PAGE>
 
   
 Emerging Markets Equity Portfolio
 
  The investment objective of this Portfolio is to achieve capital appreciation
by investing primarily in equity securities of companies in countries having
economies and markets generally considered by the World Bank or the United
Nations to be emerging or developing.

 Short-Term Bond Portfolio
 
  The investment objective of this Portfolio is to provide a high level of
current income consistent with  a low degree of share price fluctuation through
investment primarily in a diversified portfolio of short- and intermediate-term
investment-grade debt obligations.
 
 Bond Index Portfolio
 
  The investment objective of this Portfolio is to provide investment results
that correspond to the total return and risk characteristics of the U.S.
investment grade fixed income market, as represented by a Lehman Brothers bond
index that tracks the performance of investment grade debt securities.
 
 Sovereign Bond Portfolio
 
  The investment objective of this Portfolio is to provide as high a level of
long-term total rate of return as is consistent with prudent investment risk
through investment primarily in a diversified portfolio of freely marketable
debt securities.
 
 Strategic Bond Portfolio
 
  The investment objective of this Portfolio is to provide total return
consistent with moderate risk of capital and maintenance of liquidity, through a
portfolio of domestic and international fixed income securities.
 
 High Yield Bond Portfolio
 
  The investment objective of this Portfolio is to provide high current income
and capital appreciation with capital preservation through investing primarily
in high yield (below investment grade) debt securities.
 
 Money Market Portfolio
 
  The investment objective of this Portfolio is to provide maximum current
income consistent with capital preservation and liquidity, through investment in
high quality money market instruments.
 
  John Hancock acts as the investment manager for the above Portfolios, and John
Hancock's indirectly owned subsidiary, Independence Investment Associates, Inc.
("IIA"), with its principal place of business at 53 State Street, Boston, MA
02109, provides sub-investment advice with respect to the Managed, Growth &
Income, Large Cap Growth, Real Estate Equity and Short-Term Bond Portfolios.
Independence International Associates, Inc., a subsidiary of IIA located at the
same address as IIA, is a sub-investment adviser to the International Equity
Index Portfolio.
 
  Another indirectly owned subsidiary of John Hancock, John Hancock Advisers,
Inc., located at 101 Huntington Avenue, Boston, MA 02199, provides
sub-investment advice with respect to the Sovereign Bond, Diversified Mid Cap
Growth, and Small Cap Growth Portfolios.
     
 
                                     11
<PAGE>
 
  T. Rowe Price Associates, Inc., located at 100 East Pratt St., Baltimore, MD
21202, provides sub-investment advice with respect to the Large Cap Value
Portfolio and its subsidiary, Rowe Price-Fleming International, Inc., also
located at 100 East Pratt St., Baltimore, MD 21202, provides sub-investment
advice with respect to the International Opportunities Portfolio.
 
  State Street Bank & Trust, N.A., at Two International Place, Boston, MA 02110,
is the sub-investment adviser to the Equity Index Portfolio. INVESCO Management
& Research located at 101 Federal Street, Boston, MA 02110, is the
sub-investment adviser to the Small Cap Value Portfolio. Janus Capital
Corporation, with its principal place of business at 100 Filmore Street, Denver,
CO 80206, is the sub-investment adviser to the Mid Cap Growth Portfolio.
Neuberger & Berman, LLC of 605 Third Avenue, New York, NY 10158, provides
sub-investment advice to the Mid Cap Value Portfolio. J.P. Morgan Investment
Management Inc., located at 522 Fifth Avenue, New York, NY 10036, provides
sub-investment advice with respect to the Strategic Bond Portfolio and Brinson
Partners, Inc., of 209 S. LaSalle Street, Chicago, IL 60604, does likewise with
respect to the International Balanced Portfolio.
   
  Goldman Sachs & Company, located at One New York Plaza, New York, New York
10004, is sub-investment adviser to the Small/Mid Cap CORE Portfolio. Scudder
Kemper Investments, Inc., located at 345 Park Avenue, New York, New York 10154,
is the sub-investment adviser to the Global Equity Portfolio. Montgomery Asset
Management, LLC, located at 101 California Street, San Francisco, California
94111, is the sub-investment adviser to the Emerging Markets Equity Portfolio.
Mellon Bond Associates, located at One Mellon Bank Center, Suite 4135,
Pittsburgh, Pennsylvania 15258, is the sub-investment adviser to the Bond Index
Portfolio. Wellington Management Company, LLC, located at 75 State Street,
Boston, Massachusetts 02109, is the sub-investment adviser to the High Yield
Bond Portfolio.    
 
  Edinburgh Overseas Equity Portfolio. The investment objective of this
Portfolio is long-term capital appreciation with reasonable investment risk
through active management and investment in common stock and common stock
equivalents of foreign issuers. Current income, if any, is incidental.
 
  Turner Core Growth Portfolio. The investment objective of this Portfolio is to
seek long-term capital appreciation through a diversified portfolio of common
stocks that show strong earnings potential with reasonable market prices.
 
  Frontier Capital Appreciation Portfolio. The investment objective of this
Portfolio is to maximum capital appreciation through investment in common stock
of companies of all sizes, with emphasis on stocks of
small-to-medium-capitalization companies. Importance is placed on growth and
price appreciation, rather than income.
 
  Enhanced U.S. Equity Portfolio. The investment objective of this Portfolio is
to provide above market total return through investment in common stock of
companies perceived to provide a return higher than that of the S&P 500 at
approximately the same level of investment risk as the S&P 500.
   
  M Financial Investment Advisers, Inc., acts as the investment manager for the
four Portfolios described above. Edinburgh Fund Managers PLC, North America
provides sub-investment advice to the Edinburgh Overseas Equity Portfolio;
Turner Investment Partners, Inc., provides sub-investment advice to the Turner
Core Growth Portfolio; Frontier Capital Management Company, Inc., provides
sub-investment advice to the Frontier Capital Appreciation Portfolio; and
Franklin Portfolio Associates Trust provides sub-investment advice to the
Enhanced U.S. Equity Portfolio.    
 
  JHVLICO will purchase and redeem Fund shares for the Account at their net
asset value without any sales or redemption charges. Shares of the Fund
represent an interest in one of the Portfolios which corresponds to a variable

                                     12
<PAGE>
 
Subaccount of the Account. Any dividend or capital gains distributions received
by the Account will be reinvested in Fund shares at their net asset value as of
the dates paid.
 
  On each Valuation Date, shares of each Portfolio are purchased or redeemed by
JHVLICO for each variable Subaccount based on, among other things, the amount of
net premiums allocated to the variable Subaccount, distributions reinvested,
transfers to, from and among variable Subaccounts, all to be effected as of that
date. Such purchases and redemptions are effected at the net asset value per
Fund share for each Portfolio determined on that same Valuation Date. A
Valuation Date is any date on which the New York Stock Exchange is open for
trading and on which the Fund values its shares. A Valuation Period is that
period of time from the beginning of the day following a Valuation Date to the
end of the next following Valuation Date.
 
  A full description of each Fund, its investment objectives, policies and
restrictions, its charges, expenses and all other aspects of its operation is
contained in the attached Prospectuses and the statement of additional
information referred to therein, which should be read together with this
Prospectus.
 
                               THE FIXED ACCOUNT
 
  An Owner may allocate premiums to the Fixed Account or transfer all or a part
of the Account Value under a Policy to the Fixed Account. The amount so
allocated or transferred will become a part of JHVLICO's general account assets.
JHVLICO's general account consists of assets owned by JHVLICO other than those
in the Account and in other separate accounts that have been or may be
established by JHVLICO. Subject to applicable law, JHVLICO has sole discretion
over the investment of assets of the general account, and Owners do not share in
the investment experience of those assets. Instead, JHVLICO guarantees that the
Account Value allocated to the Fixed 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. Transfers from the Fixed Account are subject
to certain limitations. See "Transfers Among Subaccounts".
 
  The Account Value in the Fixed Account is equal to the portion of the net
premiums allocated to it, plus any amounts transferred to it and interest
credited to it, minus any charges deducted from it or partial withdrawals or
amounts transferred from it. JHVLICO guarantees that interest credited to the
Account Value in the Fixed Account will not be less than an effective annual
rate of 4%. JHVLICO may, in its sole discretion, credit higher rates although it
is not obligated to do so. The Owner assumes the risk that interest credited
will not exceed 4% per year. Upon request and in the annual statement, JHVLICO
will inform Owners of the then-applicable rates. The rate of interest declared
with respect to any amount in the Fixed Account may depend on when that amount
was first allocated to the Fixed Account.
 
  Because of exemptive and exclusionary provisions, interests in JHVLICO's
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, and JHVLICO has been advised that the
staff of the Securities and Exchange Commission has not reviewed the disclosure
in this Prospectus relating to the Fixed Account. Disclosure regarding the Fixed
Account may, however, be subject to certain generally-applicable provisions of
the Federal securities laws relating to accuracy and completeness of statements
made in prospectuses.

                                     13
<PAGE>
 
                         POLICY PROVISIONS AND BENEFITS
 
REQUIREMENTS FOR ISSUANCE OF POLICY
   
  The Policy is generally available with a minimum Total Sum Insured at issue of
$250,000 and a minimum Basic Sum Insured of $100,000. At the time of issue, the
insured must be age 20 through 85. All persons insured must meet certain health
and other criteria called "underwriting standards". The smoking status of the
insured is reflected in the insurance charges made. Amounts of coverage that
JHVLICO will accept under the Policies may be limited by JHVLICO's underwriting
and reinsurance procedures as in effect from time to time.    
 
  Policies issued in certain jurisdictions or in connection with certain
employee benefit plans will not directly reflect the sex of the insured in
either the premium rates or the charges or values under the Policy. The
illustrations set forth in this Prospectus are sex distinct and, therefore, do
not reflect the sex-neutral rates, charges or values that would apply to such
Policies.
 
PREMIUMS
 
  Payment Flexibility. Premiums are flexible. The Owner may choose the amount
and frequency of premium payments, so long as each premium payment is at least
$100 and meets the other requirements described below.
 
  Minimum First Premium. The amount of premium required at the time of issue is
determined by JHVLICO, and depends on the age, sex, smoking status, and
underwriting class of the insured at issue, the Policy's Basic Sum Insured at
issue, and any additional benefits selected. The Minimum First Premium must be
received by JHVLICO at its Servicing Office in order for the Policy to be in
full force and effect. See "Death Benefits". There is no grace period for the
payment of the Minimum First Premium.
 
  Minimum Premiums. If the Policy's Surrender Value at the beginning of any
Policy month is insufficient to pay the monthly Policy charges then due, JHVLICO
will notify the Owner and the Policy will enter a grace period, unless the
Guaranteed Minimum Death Benefit is in effect. If premiums sufficient to pay at
least three months' estimated charges are not paid by the end of the grace
period, the Policy will lapse. See "Default".
 
  Planned Premium Schedule. At the time of issue, the Owner may designate a
Planned Premium schedule for the amount and frequency of premium payments.
JHVLICO will send billing statements for the amount chosen at the frequency
chosen. The Owner may change the Planned Premium after issue. The Owner may also
pay a premium in excess of the Planned Premium, subject to the limitations
described below. At the time of Policy issuance, JHVLICO will determine whether
the Planned Premium schedule will exceed the 7-Pay limit discussed below. If so,
JHVLICO's standard procedures prohibit issuance of the Policy unless the Owner
signs a form acknowledging that fact.
 
  Other Premium Limitations. Federal tax law requires a minimum death benefit in
relation to Account Value. See "Death Benefits--Definition of Life Insurance".
The death benefit of the Policy will be increased if necessary to ensure that
the Policy will continue to satisfy this requirement. Also, as described under
"Death Benefits--Optional Extra Death Benefit Feature," the Optional Extra Death
Benefit feature may result in a death benefit under Option M that is higher than
the Total Sum Insured. If the payment of a given premium will cause the Policy
Account Value to increase to such an extent that an increase in death benefit is
necessary either to satisfy federal tax law requirements or because of the way
the Optional Extra Death Benefit feature operates, JHVLICO has the right to not
accept the excess portion of that premium payment or to require evidence of
insurability before that portion is accepted. In no event, however, will JHVLICO
refuse to accept any premium necessary to maintain the Guaranteed Minimum Death
Benefit in effect under a Policy.

                                     14
<PAGE>
 
  Whether or not the Guaranteed Minimum Death Benefit is in effect, JHVLICO also
reserves the right to limit premium payments above the amount of the cumulative
Guaranteed Minimum Death Benefit Premiums. JHVLICO will not, however, refuse to
accept any premium payment that is required to keep the Policy from lapsing.
 
  Guaranteed Minimum Death Benefit Premiums. A Guaranteed Minimum Death Benefit
feature may apply during the first ten Policy years and, if the Owner has
elected, thereafter. See "Death Benefits". The Guaranteed Minimum Death Benefit
Premiums required to maintain this benefit in force depend on the issue age,
sex, smoking status, and underwriting class of the insured at issue and the
Basic Sum Insured at issue. If there is no Additional Sum insured at issue, the
Guaranteed Minimum Death Benefit Premium will be equal to the Policy's target
premium (discussed under "Sales Charge"). If there is an Additional Sum Insured
at issue, such Premium will be equal to the greater of (i) the target premium
for the Policy and (ii) 50% of what the target premium would have been if the
Additional Sum Insured at issue had been purchased as the Basic Sum Insured. To
keep the Guaranteed Minimum Death Benefit in effect, the amount of actual
premiums paid, accumulated at 4% interest, minus any withdrawals, also
accumulated at 4% interest, must on each Policy anniversary be at least equal to
the Guaranteed Minimum Death Benefit Premiums due to date accumulated at 4%
interest. If this test is not satisfied on any Policy anniversary, a 61-day
grace period will commence as of that anniversary and JHVLICO will notify the
Owner of the shortfall. This notice will be mailed to the Owner's last-known
address at least 31 days prior to the end of the grace period. If JHVLICO does
not receive payment for the amount of the deficiency by the end of the grace
period, the Guaranteed Minimum Death Benefit feature will lapse unless and until
restored as described under "Default--Reinstatement".
 
  Billing, Allocation of Premium Payments (Investment Rule). The Owner may at
any time elect to be billed by JHVLICO for an amount of premium other than the
Guaranteed Minimum Death Benefit Premium. The Owner may also elect to be billed
for premiums on an annual, semi-annual, quarterly or monthly basis. All premiums
are payable at JHVLICO's Servicing Office.
 
  Any premium payment will be processed by JHVLICO as of the end of the
Valuation Period in which it is received, unless one of the three exceptions
noted below is applicable. Each premium payment will be reduced by the premium
processing charge, the state premium tax charge, any applicable sales charge,
and the Federal DAC Tax charge. See "Charges and Expenses". The remainder is the
net premium.
 
  The Owner at the time of application must elect an Investment Rule which will
allocate net premiums and any credits to any of the Subaccounts. The Owner must
select allocation percentages in whole numbers, and the total allocated must
equal 100%. The Owner may thereafter change the Investment Rule prospectively at
any time. The change will be effective as to any net premiums and credits
applied after receipt at JHVLICO's Servicing Office of notice satisfactory to
JHVLICO. Notwithstanding the Investment Rule, any net premium (or portion
thereof) credited to Account Value as of a date prior to the end of the
Valuation Period that includes the 20th day following the date of issue will
automatically be allocated to the Money Market Subaccount. At the end of that
Valuation Period (or of the premium's date of receipt, if later), the Policy's
Account Value will be reallocated automatically among the Subaccounts in
accordance with the Investment Rule chosen by the Owner.
 
  There are three exceptions to the normal practice of processing a premium
payment as of the end of the Valuation Period in which it is received:
 
  (1) A payment received prior to a Policy's date of issue will be processed as
      if received on the Valuation Date immediately preceding the date of issue.

                                     15
<PAGE>
 
  (2) If the Minimum First Premium is not received prior to the date of issue,
      each payment received thereafter will be processed as if received on the
      Valuation Date immediately preceding the date of issue until all of the
      Minimum First Premium is received.
 
  (3) That portion of any premium that we delay accepting as described under
      "Other Premium Limitations" above, or "7-Pay Premium Limit" below, will be
      processed as of the end of the Valuation Period in which we accept that
      amount.
   
  7-Pay Premium Limit. Federal tax law modifies the tax treatment of certain
Policy distributions such as loans, surrenders, partial surrenders, and
withdrawals. The application of this modified treatment to any Owner depends
upon whether premiums have been paid at any time during the first 7 Policy years
that exceed a "7-pay" premium limit as defined in the law. The "7-pay" premium
is greater than the Guaranteed Minimum Death Benefit Premium. The 7-pay limit is
the total of net level premiums that would have been payable at any time for the
Policy to be fully paid-up after the payment of 7 level annual premiums. If the
total premiums paid exceed the 7-pay limit, the Policy will be treated as a
"modified endowment", which means that the Owner will be subject to tax to the
extent of any income (gain) on any distributions made from the Policy. A
material change in the Policy will result in a new 7-pay limit and test period.
A reduction in the Policy's benefits within the 7-year period following issuance
of, or a material change in, the Policy may also result in the application of
the modified endowment treatment. See "Policy Proceeds" under "Tax
Considerations". If JHVLICO receives any premium payment that will cause a
Policy to become a modified endowment, the excess portion of that premium
payment will not be accepted unless the Owner signs an acknowledgment of that
fact. When it identifies such an excess premium, JHVLICO sends the Owner
immediate notice and refunds the excess premium if it has not received notice of
the acknowledgment by the time the premium payment has had a reasonable time to
clear the banking system, but in no case longer than two weeks.    
 
ACCOUNT VALUE AND SURRENDER VALUE
 
  Amount of Account Value. The Account Value increases or decreases depending
upon a number of factors, such as the applicable Subaccount's investment
experience, the proportion of the Account Value invested in each Subaccount and
the interest credited to any Loan Account established upon the making of a
Policy loan. In general the Account Value for any day equals the Account Value
for the previous day, decreased by charges against the Account Value, increased
or decreased by the investment experience of the Subaccounts, increased by net
premiums received, and decreased by any partial withdrawal. No minimum amount of
Account Value is guaranteed.
 
  A Policy loan will not affect the total amount of Account Value at the time
the loan is made but will result in a different rate of return being credited to
the Loan Account portion of the Account Value.
 
  Amount of Surrender Value. The Surrender Value will be the Account Value less
any Indebtedness.
 
  When Policy May Be Surrendered. A Policy may be surrendered for its Surrender
Value at any time while the insured is living and the Policy is not in a grace
period. Surrender takes effect and the Surrender Value is determined as of the
end of the Valuation Period in which occurs the later of receipt at JHVLICO's
Servicing Office of a signed request or the surrendered Policy.
 
  Partial Withdrawal of Surrender Value. The Owner may request withdrawal of
part of the Surrender Value in accordance with JHVLICO's rules then in effect.
Any withdrawal must be at least $1,000 and is subject to an administrative
charge of $20.

                                     16
<PAGE>
 
  An Owner may request a partial withdrawal of Surrender Value at any time while
the insured is living, provided that the Policy is not in a grace period. This
privilege, which reduces the Account Value by the amount of the withdrawal and
the associated charge, may not be used to reduce the Account Value below the
amount JHVLICO estimates will be required to pay three months' charges under the
Policy as they fall due. The withdrawal will be effective as of the end of the
Valuation Period in which JHVLICO receives written notice satisfactory to it at
its Servicing Office.
   
  A withdrawal will reduce any Option A or Option M Total Sum Insured by the
amount withdrawn. JHVLICO reserves the right to refuse any withdrawal request
that would cause the Policy's Total Sum Insured to fall below $250,000.    
 
  An amount equal to the Account Value withdrawn will be removed from each
Subaccount in the same proportion as the Account Value is then allocated among
the Subaccounts. A withdrawal is not a loan and, once made, cannot be repaid.
 
  A surrender or withdrawal may have significant tax consequences. See "Tax
Considerations".
 
  Optional Enhanced Cash Value Rider.   The Owner may elect an Enhanced Cash
Value Rider to be attached to the Policy. This rider allows for the Owner to
receive an Enhanced Cash Value benefit (in addition to the Surrender Value) if
the Policy is surrendered within the first nine policy years. The Enhanced Cash
Value benefit is set forth in the specification pages of the Policy.
 
  There is a charge for the rider equal to 2% of premium paid in the first
Policy year up to the annual target premium. This charge is assessed in the
first Policy year only.
 
  The Enhanced Cash Value benefit is included in the Account Value when
calculating the death benefit and insurance charges associated with the Policy.
The amount available for Withdrawal and the Loan Value of the policy is based on
the Surrender Value, and neither will in any way be increased due to the
Enhanced Cash Value Rider.
 
DEATH BENEFITS
 
  The death benefit proceeds are payable when the insured dies while the Policy
is in effect. The death benefit proceeds will equal the death benefit of the
Policy, plus any additional rider benefits then due, minus any Indebtedness. If
the insured dies during a grace period, JHVLICO will also deduct any overdue
monthly deductions.
 
  The death benefit payable depends on the current Total Sum Insured and the
death benefit option selected by the Owner at the time the Policy is issued, as
follows:
 
     OPTION A: The death benefit equals the current Total Sum Insured, plus any
  increases in the death benefit described below under "Definition of Life
  Insurance", and minus the amount of any partial withdrawals that have been
  made over the life of the Policy.
 
     OPTION B: The death benefit is the current Total Sum Insured, plus the
  Policy Account Value at the end of the Valuation Period in which the insured
  dies. This death benefit is a varying amount and fluctuates with the amount of
  the Account Value. This death benefit is also subject to any increase
  described below under "Definition of Life Insurance".

                                     17
<PAGE>
 
     OPTION M: The death benefit is the current Total Sum Insured, plus any
  increases in the death benefit described below under "Optional Extra Death
  Benefit Feature" and "Definition of Life Insurance" and minus the amount of
  any partial withdrawals that have been made over the life of the Policy.
 
  The Total Sum Insured is the Basic Sum Insured plus the amount of any
Additional Sum Insured (discussed below).
 
  Owners who prefer to have favorable investment experience reflected in
increased insurance coverage should choose Option B or M. As between the two,
the anticipated increase in insurance coverage is likely to occur later under
Option M. Owners who prefer to have insurance coverage that generally does not
vary in amount and lower cost of insurance charges should choose Option A.
 
  Optional Extra Death Benefit Feature. Pursuant to this feature the death
benefit under Option M will be no less than the amount of the Policy Account
Value multiplied by a factor specified in the Policy. The factor is based on the
insured's age. The Optional Extra Death Benefit feature may result in an Option
M death benefit that is higher than the minimum death benefit required under
Federal tax law, as described below under "Definition of Life Insurance."
Although there is no special charge for the Optional Extra Death Benefit
feature, the monthly cost of insurance deductions will be based on the amount of
death benefit then in effect, including any additional death benefit pursuant to
this option. An election of this option must be made at the time of application
for the Policy.
 
  Definition of Life Insurance. Federal tax law requires a minimum death benefit
in relation to cash value for a policy to qualify as life insurance. The death
benefit of the Policy will be increased if necessary to ensure that the Policy
will continue to qualify as life insurance. One of two tests under current
Federal tax law can be used to determine if a policy complies with the
definition of life insurance in Section 7702 of the Code. The test which will
apply to the Policy is chosen in the application for the Policy.
 
  The "guideline premium and cash value corridor" test limits the amount of
premiums payable under a policy to a certain amount for an insured of a
particular age and sex. The test also applies a prescribed "Corridor Factor" to
determine a minimum ratio of death benefit to Account Value. A complete list of
Corridor Factors is set forth in the Policy under the heading of Required
Additional Death Benefit Factors. The "guideline premium and cash value
corridor" test can be used with Option A and Option B policies.
 
  The "cash value accumulation test" also limits the amount of premiums payable
under a policy to a prescribed amount, using a minimum ratio of death benefit to
a policy's Account Value, employing a standard "net single premium" computed in
compliance with the Code. If the Account Value under a policy is at any time
greater than the net single premium at the insured's age and sex for the
proposed death benefit, the death benefit will be increased automatically by
multiplying the Account Value by a "Death Benefit Factor" computed in compliance
with the Code. A complete list of Death Benefit Factors is set forth in the
Policy under the heading of Required Additional Death Benefit Factors. The "cash
value accumulation test" can be used with Option A, Option B and Option M
policies.
 
  If the Account Value is reduced (e.g. by withdrawals, charges, or adverse
investment performance) at a time when a minimum death benefit under Section
7702 is in effect, such minimum death benefit will also be reduced.
 
  Guaranteed Minimum Death Benefit. During the first 10 Policy years (and
thereafter if the Owner elects) the Basic Sum Insured is guaranteed not to
lapse, provided that the amount of premiums paid through each Policy
anniversary, accumulated at 4% interest, minus any withdrawals, also accumulated
at 4% interest, is at least equal to the Guaranteed Minimum Death Benefit
Premiums accumulated at 4% interest. At any time when this feature is

                                     18
<PAGE>
 
not in force, the death benefit of the Policy is not guaranteed. The election to
extend the Guaranteed Minimum Death Benefit beyond ten Policy years must be made
at the time of Policy issuance. The Owner may revoke the election at any time.
JHVLICO imposes a charge after the tenth Policy year if the Owner elects to
extend this Benefit.
 
  Additional Sum Insured. The Owner may apply for an amount of Additional Sum
Insured under the Policy, pursuant to which an additional amount of death
benefit will be paid upon the death of the insured under the Policy. Purchasers
of a Policy should consider various factors in determining whether to elect
coverage in the form of Basic Sum Insured or in the form of Additional Sum
Insured.
   
  The Basic Sum Insured generally cannot be increased or decreased after issue,
whereas the amount of Additional Sum Insured can be decreased, or, upon
application and submission of evidence of insurability, increased subsequent to
Policy issuance. JHVLICO may refuse to accept any request to reduce the
Additional Sum Insured (a) that would cause the Policy's current Total Sum
Insured to fall below $250,000 or (b) if immediately following the reduction,
the Policy's current death benefit would reflect an increase necessary for the
Policy to continue to qualify as life insurance (see "Death Benefits--Definition
of Life Insurance") or an increase pursuant to the Optional Extra Death Benefit
feature. Any increase or decrease in Additional Sum Insured will become
effective at the beginning of the first Policy month after JHVLICO receives in
good order at its Servicing Office all information necessary to process the
change, and, in the case of an increase in coverage, approves the change.    
 
  Any decision by the Owner to modify the amount of Additional Sum Insured
coverage after issue can have significant tax consequences. See "Tax
Considerations--Policy Proceeds".
 
  Also, the Owner may elect among several forms of Additional Sum Insured
coverage at the time the Owner applies for it: a level amount of coverage; an
amount of coverage that increases on each Policy anniversary up to a prescribed
limit; an amount of coverage that increases on each Policy anniversary to the
amount of premiums paid during prior Policy years plus the Planned Premium for
the current Policy year, subject to certain limits; or a combination of those
forms of coverage.
 
  The amount of target premium under a Policy is not affected by the amount of
the Additional Sum Insured. Accordingly, the amount of sales charge paid by the
Owner and the amount of compensation paid to the selling insurance agent may be
less if coverage is included as Additional Sum Insured, rather than as Basic Sum
Insured.
 
  The amount of any Additional Sum Insured is not included in any Guaranteed
Minimum Death Benefit. Therefore, if the Policy's Account Value is insufficient
to pay the monthly charges as they fall due (including the charges for the
Additional Sum Insured) the Additional Sum Insured coverage will lapse, even if
the Basic Sum Insured stays in effect pursuant to the Guaranteed Minimum Death
Benefit feature.
 
  The Additional Sum Insured at issue is limited to 400% of the Basic Sum
Insured. Generally, an Owner will incur lower sales charges and have more
flexible coverage with respect to the Additional Sum Insured than with respect
to the Basic Sum Insured. On the other hand, for Owners that wish to take
advantage of the Guaranteed Minimum Death Benefit, the proportion of the
Policy's Sum Insured that is guaranteed can be increased by taking out more
coverage as Basic Sum Insured at the time of Policy issue.
 
  Temporary Coverage Prior to Policy Delivery. If a specified amount of premium
is paid with the application for a Policy, temporary term coverage may be
available prior to the time that coverage under the Policy takes effect.
Temporary term coverage is subject to the terms and conditions described in the
application for a Policy.

                                     19
<PAGE>
 
TRANSFERS AMONG SUBACCOUNTS
 
  The Owner may reallocate the amounts held for the Policy in the Subaccounts
with no charge at any time, except as noted below. The Owner may either (1) use
percentages (in whole numbers) to be transferred among Subaccounts or (2)
designate the dollar amount of funds to be transferred among Subaccounts. The
reallocation must be such that the total in the Subaccounts after reallocation
equals 100% of Account Value. Transfers out of a variable Subaccount will be
effective at the end of the Valuation Period in which JHVLICO receives at its
Servicing Office notice satisfactory to JHVLICO.
 
  Transfers out of the Fixed Account to the variable Subaccounts are permitted
only once each Policy year and only during the 31-day period beginning on the
Policy anniversary. Transfers out of the Fixed Account may be requested from 60
days before to 30 days after the Policy anniversary. If received on or before
the Policy anniversary, requests for transfer out of the Fixed Account will be
processed on the Policy anniversary (or the next Valuation Date if the Policy
anniversary does not occur on a Valuation Date); if received after the Policy
anniversary, they will be processed at the end of the Valuation Period in which
JHVLICO receives the request at its Servicing Office. (JHVLICO reserves the
right to defer such Fixed Account transfers for up to six months.) If an Owner
requests a transfer out of the Fixed Account 61 days or more prior to the Policy
anniversary, that portion of the reallocation will not be processed and the
Owner's confirmation statement will not reflect a transfer out of the Fixed
Account as to such request. Transfers among variable Subaccounts and transfers
into the Fixed Account may be requested at any time. A maximum of 20% of Fixed
Account assets or, if greater, $500 may be transferred out of the Fixed Account
in any Policy year. Currently, there is no minimum amount limit on transfers out
of the Fixed Account, but JHVLICO reserves the right to impose such a limit in
the future. If an Owner requests a change inconsistent with the transfer
provisions, the portion of the request inconsistent with the transfer provisions
will not be effective.
 
  No transfers among Subaccounts may be made while the Policy is in a grace
period.
 
  Telephone Transfers and Policy Loans. Once a written authorization is
completed by the Owner, the Owner may request a transfer or policy loan by
telephoning 1-800-732-5543 or sending a written request via fax to
1-800-621-0448. Any fax request should include the Owner's name, daytime
telephone number, Policy number and, in the case of transfers, the names of the
Subaccounts from which and to which money will be transferred. The right to
discontinue telephone transactions at any time without notice to Owners is
specifically reserved. If the fax request option becomes unavailable, another
means of telecommunication will be substituted.
 
  An Owner who authorizes telephone transactions will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
instructions which JHVLICO reasonably believes to be genuine, unless such loss,
expense or cost is the result of JHVLICO's mistake or negligence. JHVLICO
employs procedures which provide safeguards against the execution of
unauthorized transactions, and which are reasonably designed to confirm that
instructions received by telephone are genuine. These procedures include
requiring personal identification, tape recording calls, and providing written
confirmation to the Owner. If JHVLICO does not employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, it may be
liable for any loss due to unauthorized or fraudulent instructions.
 
LOAN PROVISIONS AND INDEBTEDNESS
 
  Loan Provisions. Loans may be made at any time a Loan Value is available, the
insured is alive and the Policy is not in a grace period. The Owner may borrow
money, assigning the Policy as the only security for the loan, by completion of
a form satisfactory to JHVLICO or, if the telephone transaction authorization
form has been

                                     20
<PAGE>
 
completed by telephone. The Loan Value will be equal to (a) minus (b) minus (c)
where: (a) is the Account Value, (b) is twelve times the sum of all monthly
charges deducted from the Account Value for the Policy month in which the loan
is obtained; and (c) is (a) above minus (b) above multiplied by .75% in Policy
years 1-20 and .25% thereafter. Interest charged on any loan will accrue and
compound daily at an effective annual rate of 4.75% in the first 20 Policy years
and 4.25% thereafter.
 
  The amount of any outstanding loan plus accrued interest is called the
"Indebtedness". The amount of the loan available will be the Loan Value less any
existing Indebtedness. A loan will not be permitted unless it is at least
$1,000. A loan may be repaid in full or in part at any time before the insured's
death and while the Policy is not in a grace period. When a loan is made, an
amount equal to the loan proceeds will be transferred out of the Account and the
Fixed Account, as applicable. This amount is allocated to a portion of JHVLICO's
general account called "Loan Assets". Each Subaccount will be reduced in the
same proportion as the Account Value is then allocated among the Subaccounts.
Upon each loan repayment, the same proportionate amount of the entire loan as
was borrowed from the Fixed Account will be repaid to the Fixed Account. The
remainder of the loan repayment will be allocated to the appropriate Subaccounts
as stipulated in the then current Investment Rule. For example, if the entire
loan outstanding is $3000 of which $1000 was borrowed from the Fixed Account,
then upon a repayment of $1500, $500 would be allocated to the Fixed Account and
the remaining $1000 would be allocated to the appropriate Subaccounts as
stipulated in the then current Investment Rule. If an Owner wishes any payment
to constitute a loan repayment (rather than a premium payment), the Owner must
so specify.
 
  Effect of Loan and Indebtedness. While the Indebtedness is outstanding, that
portion of the Account Value that is in Loan Assets is credited with interest at
a rate that is .75% less than the loan interest rate for the first 20 Policy
years and .25% less than the loan interest rate for all Policy years thereafter.
The rate credited to Loan Assets will usually be different than the net return
for the Subaccounts. Since the Loan Assets and the remaining portion of the
Account Value will generally have different rates of investment return, the
Account Value, the Surrender Value, and any death benefit above the Total Sum
Insured are all permanently affected by any Indebtedness, whether or not it is
repaid in whole or in part. The amount of any Indebtedness is subtracted from
the amount otherwise payable when the Policy proceeds become payable.
 
  Whenever the Indebtedness equals or exceeds the Account Value, the Policy
terminates 31 days after notice has been mailed by JHVLICO to the Owner and any
assignee of record at their last known address specifying the minimum amount
which must be paid to keep the Policy inforce beyond that period, unless a
repayment of at least the amount specified in the notice is made within that
period.
 
  Tax Considerations. If the Policy is a modified endowment at the time a loan
is made, that loan may have significant tax consequences. See "Tax
Considerations".
 
DEFAULT
 
  Premium Grace Period, Default and Lapse. Unless the Guaranteed Minimum Death
Benefit is in force, at the beginning of each Policy month JHVLICO determines
whether the Account Value, net of any Indebtedness, is sufficient to pay all
monthly charges then due under the Policy. If not, the Policy is in default and
JHVLICO will notify the Owner of the amount estimated to be necessary to pay
three months' deductions, and a grace period will be in effect until 61 days
after the date the notice was mailed. If JHVLICO does not receive payment of at
least this amount by the end of the grace period, the Policy will lapse, and any
remaining amount owed to the Owner as of the date of lapse will be paid to the
Owner.
 
                                      21
<PAGE>
 
  If the Guaranteed Minimum Death Benefit is in effect and the Policy provides
for an Additional Sum Insured, the grace period and lapse procedures set forth
in the preceding paragraph will apply only to the Additional Sum Insured. Lapse
of the Additional Sum Insured can have significant tax consequences. See "Tax
Considerations--Policy Proceeds". If the Guaranteed Minimum Death Benefit has
been in effect and lapses at the end of a grace period (as described in
"Premiums--Guaranteed Minimum Death Benefit Premiums"), the usual default, grace
period and lapse procedures described in the preceding paragraph will be applied
commencing with the first day of the first Policy month following the lapse of
the Guaranteed Minimum Death Benefit.
 
  The insurance under the Policy continues in full force during any grace period
but, if the insured dies during the grace period, the amount in default is
deducted from the death benefit otherwise payable.
 
  Written notice will be furnished to the Owner at his or her last known
address, at least 31 days prior to the end of any grace period, specifying the
minimum amount which must be paid to continue the Policy in force on a premium
paying basis after the end of the grace period.
 
  Reinstatement. A lapsed Policy (or a lapsed Additional Sum Insured, if the
Basic Sum Insured remains in force or is reinstated) or the Guaranteed Minimum
Death Benefit may be reinstated in accordance with the Policy's terms. Evidence
of insurability satisfactory to JHVLICO will be required (except as to a request
to restore the Guaranteed Minimum Death Benefit within 1 year after the
beginning of its grace period) and payment of the required premium and charges.
The request must be received at JHVLICO's Servicing Office within 1 year after
the beginning of the grace period (or 5 years if the request relates only to the
Guaranteed Minimum Death Benefit). JHVLICO reserves the right to refuse
Guaranteed Minimum Death Benefit restorations after the first restoration. A
reinstatement of the Basic Sum Insured or the Additional Sum Insured may be
deemed as a material change for Federal income tax purposes. See
"Premiums--7-Pay Premium Limit" and "Tax Considerations".
 
EXCHANGE PRIVILEGE
 
  The Owner may transfer the entire Account Value under the Policy to the Fixed
Account at any time, creating a non-variable policy. The exchange will be
effective at the end of the Valuation Period in which JHVLICO receives at its
Servicing Office notice of the transfer satisfactory to JHVLICO.
 
                               -----------------
   
  The foregoing description of Policy provisions is qualified by reference to
the specimen Policy which has been filed as an exhibit to the Registration
Statement and to any variations in Policy provisions required by the regulatory
authorities of the state that has approved the Policy for issue.    
 
                             CHARGES AND EXPENSES
 
CHARGES DEDUCTED FROM PREMIUMS
 
  In addition to the sales charge (see "Sales Charge" below), the following
charges are deducted from premiums:
 
  Premium Processing Charge. 1.25% of each premium payment will be deducted from
each premium payment for collection and Policy processing costs.
 
  State Premium Tax Charge. A charge currently equal to 2.35% of each premium
payment will be deducted from each premium payment. The 2.35% rate is the
average rate currently expected to be paid on premiums received in all states
over the lifetimes of the insureds covered by the Policies. JHVLICO will not
increase this charge under
 
                                      22
<PAGE>
 
outstanding Policies, but reserves the right to change this charge for Policies
not yet issued in order to correspond with changes in the state premium tax
levels.
 
  Federal DAC Tax Charge. A charge currently equal to 1.25% of each premium
payment will be deducted from each premium payment to cover the estimated cost
to JHVLICO of the Federal income tax treatment of the Policies' deferred
acquisition costs--commonly referred to as the "DAC Tax".
 
  Charge for Optional Enhanced Cash Value Rider. A charge equal to 2% of the
premium payment will be deducted from each premium payment received in the first
Policy year up to the annual target premium. This charge is assessed in the
first Policy year only.
 
SALES CHARGE
 
  A charge is made to compensate JHVLICO for the cost of selling the Policy.
This cost includes agents' commissions, commission overrides, advertising, and
the printing of Prospectuses and sales literature. The amount of the charge in
any Policy year cannot be specifically related to sales expenses for that year.
JHVLICO expects to recover its total sales expenses over the period the Policies
are in effect. To the extent that sales charges are insufficient to cover total
sales expenses, the sales expenses may be recovered from other sources,
including gains from the charge for mortality and expense risks and other gains
with respect to the Policies, or from JHVLICO's general assets. See
"Distribution of Policies".
 
  The sales charge in the first Policy year is equal to 30% of premiums paid up
to one "target premium" and 3.5% of all premiums in excess of the target premium
in that year. The target premium is established at issue and is the amount of
the level premium that would be necessary to support a whole life insurance
policy in the amount of the Basic Sum Insured at the maximum guaranteed cost of
insurance rates, assuming deductions or charges for the other policy expenses at
the maximum level guaranteed under the Policy and a net interest rate of 5%.
Target premiums will vary based on the issue age, sex, smoking status and
underwriting class of the insured.
 
  The sales charge for premiums paid up to one target premium in subsequent
Policy years is 10% in years 2 through 10 and 4% thereafter. The sales charge
for premiums paid in excess of the target premium is 3.5% in all Policy years.
These sales charges are guaranteed.
 
  An Owner may structure the timing and amount of premium payments to minimize
the sales charges deducted from premium payments, although doing so involves
certain risks. Paying less than one target premium in the first Policy year or
paying more than one target premium in any Policy year could reduce the Owner's
total sales charges over time. For example, an Owner, paying ten target premiums
of $10,000 each, would pay total sales charges of $12,000 if he paid $10,000 in
each of the first ten Policy years, but would pay total sales charges of only
$8,750 if he paid $20,000 (i.e., two times the target premium amount) in every
other Policy year up to the ninth Policy year. However, delaying the payment of
target premiums to later Policy years could increase the risk that the
Guaranteed Minimum Death Benefit will lapse and that the Account Value will be
insufficient to pay monthly Policy charges as they come due. As a result, the
Policy or any Additional Sum Insured may lapse. See "Default". Conversely,
accelerating the payment of target premiums to earlier Policy years could cause
aggregate premiums paid to exceed the Policy's 7-pay premium limit and, as a
result, cause the Policy to become a modified endowment, with adverse tax
consequences to the Owner upon receipt of Policy distributions. See
"Premiums--7-Pay Premium Limit".
 
                                      23
<PAGE>
 
REDUCED CHARGES FOR ELIGIBLE GROUPS
 
  The sales charge and issue charge (described below) otherwise applicable may
be reduced with respect to Policies issued to a class of associated individuals
or to a trustee, employer or similar entity where JHVLICO anticipates that the
sales to the members of the class will result in lower than normal sales or
administrative expenses. The charge for mortality and expense risks (described
below) otherwise applicable may be reduced with respect to Policies issued to a
trustee, employer or similar entity where JHVLICO anticipates that, because of
the nature of the group on whose behalf the Policies are purchased, there will
be a lower than normal risk of the mortality and expense charge not being
sufficient to cover actual mortality and expense costs. These reductions will be
made in accordance with JHVLICO's rules in effect at the time of the application
for a Policy. The factors considered by JHVLICO in determining the eligibility
of a particular group for reduced charges, and the level of the reduction, are
as follows: the nature of the association and its organizational framework; the
method by which sales will be made to the members of the class; the facility
with which premiums will be collected from the associated individuals and the
association's capabilities with respect to administrative tasks; the anticipated
persistency of the Policies; the size of the class of associated individuals and
the number of years it has been in existence; the aggregate amount of premiums
to be paid by or for the class of associated individuals; and any other such
circumstances which justify a reduction in sales or administrative charges or
mortality and expense risk charges. Any reduction will be reasonable and will
apply uniformly to all prospective Policy purchasers in the class and will not
be unfairly discriminatory to the interests of any Policy Owner.
 
CHARGES DEDUCTED FROM ACCOUNT VALUE OR ASSETS
 
  The following charges are deducted from Account Value or assets:
 
  Issue Charge. Each month for the first 10 Policy years, JHVLICO will deduct
from Account Value an issue charge as set forth in the Policy per $1,000 of
Basic Sum Insured at issue. The charge varies by age at issue. For example, this
additional monthly amount for a 45 year old is 10c per $1,000 of Basic Sum
Insured at issue. This charge is guaranteed not to exceed $200 per month and
will be at least $5 per month.
 
  The issue charge is to compensate JHVLICO for expenses incurred in connection
with the issuance of the Policy, other than sales expenses. Such expenses
include medical examinations, insurance underwriting costs and costs incurred in
processing applications and establishing permanent Policy records.
 
  Administrative Charge. JHVLICO will deduct from Account Value a monthly charge
not to exceed $10 for all Policy years. The current monthly charge is $5.
 
  This charge is to compensate JHVLICO for administrative expenses, including
recordkeeping, processing death claims and surrenders, making Policy changes,
reporting and other communications to Owners and other similar expense and
overhead costs.
 
  Insurance Charge. The insurance charge deducted monthly from Account Value is
based on the attained age of the insured and the amount at risk. The amount at
risk is the difference between the current death benefit and the Account Value
(after reflecting all charges against Account Value). The amount at risk would
also be affected if the Owner purchases the Enhanced Cash Value Rider. See
"Optional Enhanced Cash Value Rider" in the Section entitled "Account Value and
Surrender Value". The amount of the insurance charge is determined by
multiplying JHVLICO's then current monthly rate for insurance by the amount at
risk.
 
  Current monthly rates for insurance are based on the sex, age, smoking status
and underwriting class of the insureds and the length of time the Policy has
been in effect. JHVLICO will review these rates at least every 5 years,
 
                                      24
<PAGE>
 
and may change these rates from time to time based on JHVLICO's expectations of
future experience. However, these rates will never be more than the guaranteed
maximum rates based on the 1980 Commissioners' Standard Ordinary Mortality
Tables, as set forth in the Policy.
 
  Lower current insurance rates are offered at most ages for insureds who
qualify for the standard underwriting class and whose applications are fully
underwritten, i.e. subject to evidence of insurability on the part of the
insured, a process which may involve a medical examination. On the other hand,
higher current insurance rates are generally applicable if the Policies are
issued on a guaranteed issue basis, where evidence of insurability is not
required.
 
  Policies issued to trustees, employers and similar entities are often issued
on a guaranteed issue basis. Because only limited underwriting information is
obtained in this alternative underwriting procedure, Policies in this class may
present additional mortality expense to JHVLICO relative to Policies which are
fully underwritten. This additional insurance risk is generally reflected in
higher insurance rates, nevertheless guaranteed not to exceed the 1980
Commissioners' Standard Ordinary Mortality Tables.
 
  Guaranteed Minimum Death Benefit Charge. There is no charge for any Guaranteed
Minimum Death Benefit during the first 10 Policy years. If the Guaranteed
Minimum Death Benefit option is elected for a period beyond the first 10 Policy
years, JHVLICO deducts a charge from Account Value beginning in the eleventh
Policy year. The maximum monthly charge is 3c per $1000 of the Basic Sum Insured
at issue and the current monthly charge is 1c per $1,000 of the Basic Sum
Insured at issue. If the Guaranteed Minimum Death Benefit lapses due to failure
to pay sufficient premiums, the charge will be discontinued. Because the
Policies were first offered only in 1997, no Guaranteed Minimum Death Benefit
charge is yet applicable to any Policy at the current rate.
 
  Charge for Mortality and Expense Risks. A daily charge is deducted from the
variable Subaccounts for mortality and expense risks assumed by JHVLICO at a
maximum effective annual rate of .60% of the value of the assets of each
variable Subaccount attributable to the Policy. The current charge is at an
effective annual rate of .35%. This charge begins when amounts under a Policy
are first allocated to the Account. The mortality risk assumed is that insureds
may live for a shorter period of time than estimated and, therefore, a greater
amount of death benefit than expected will be payable in relation to the amount
of premiums received. The expense risk assumed is that expenses incurred in
issuing and administering the Policies will be greater than estimated. JHVLICO
will realize a gain from this charge to the extent it is not needed to provide
for benefits and expenses under the Policies.
 
  Charges for Extra Mortality Risks. An insured who does not qualify for the
standard underwriting class must pay an additional charge because of the extra
mortality risk. The level of the charge depends upon the age of the insured and
the degree of extra mortality risk. This additional charge is deducted monthly
from Account Value.
 
  Charges for Other Optional Rider Benefits. An additional charge must be paid
if the Owner elects to purchase any optional insurance benefit by Policy rider
(other than the Enhanced Cash Value Rider). Any such additional charge is
deducted monthly from Account Value.
 
  Charges for Taxes. Currently no charge is made against Account Value for
JHVLICO's Federal income taxes, but if JHVLICO incurs, or expects to incur,
income taxes attributable to the Account or this class of Policies in future
years, it reserves the right to make a charge, and any charge would affect what
the Subaccounts earn. Charges for other taxes, if any, attributable to the
Subaccounts may also be made.
 
                                      25
<PAGE>
 
  Charge for Partial Withdrawal. JHVLICO will deduct a charge in the amount of
$20 on a partial withdrawal of Surrender Value, as described under "Account
Value and Surrender Value". The charge will be deducted from Account Value. The
charge is to compensate JHVLICO for the administrative expenses of effecting the
withdrawal.
 
  Fund Investment Management Fee and Other Fund Expenses. The Account purchases
shares of the Funds at net asset value, a value which reflects the deduction
from the assets of each Fund of its investment management fees and certain
non-advisory Fund operating expenses, which are described in the Summary of this
Prospectus. For a full description of these deductions, see the attached
Prospectuses for the Funds.
 
  The monthly deductions from Account Value described above are deducted on the
date of issue and on the first day of each Policy month thereafter. These
deductions are made from the Subaccounts in proportion to the amount of Account
Value in each. For each month that JHVLICO is unable to deduct any charge
because there is insufficient Account Value, the uncollected charges will
accumulate and be deducted when and if sufficient Account Value is available.
 
GUARANTEE OF CERTAIN CHARGES
 
  The premium processing charge, state premium tax charge, the Federal DAC Tax
charge, the issue charge and the charge for partial withdrawals are guaranteed
not to increase over the life of the Policy. The administrative charge, the
Guaranteed Minimum Death Benefit charge, the sales charge, the mortality and
expense risk charge, and the insurance charge are guaranteed not to exceed the
maximums set forth in the Policy.
 
                                      26
<PAGE>
 
                           DISTRIBUTION OF POLICIES
 
  Applications are solicited by agents who are licensed by state insurance
authorities to sell JHVLICO's Policies and who are also registered
representatives ("representatives") of John Hancock Distributors, Inc.
("Distributors"), an indirect wholly-owned subsidiary of John Hancock located at
197 Clarendon Street, Boston, MA 02117, or other broker-dealer firms, as
discussed below. John Hancock performs insurance underwriting and determines
whether to accept or reject the application for a Policy and each insured's risk
classification. Pursuant to a sales agreement among John Hancock, Distributors,
JHVLICO, and the Account, effective May 1, 1997, Distributors will act as the
principal underwriter of the Policies. (Until May 1, 1997, John Hancock Mutual
Life Insurance Company, a registered broker-dealer and member of the National
Association of Securities Dealers, Inc., acts as principal underwriter.) The
sales agreement will remain in effect until terminated upon sixty days' written
notice by any party. JHVLICO will make the appropriate refund if a Policy
ultimately is not issued or is returned under the short-term cancellation
provision. Officers and employees of John Hancock and JHVLICO are covered by a
blanket bond by a commercial carrier in the amount of $25 million.
 
  Distributors' representatives are compensated for sales of the Policies on a
commission and service fee basis by Distributors, and JHVLICO reimburses
Distributors for such compensation and for other direct and indirect expenses
(including agency expense allowances, general agent, district manager and
supervisor's compensation, agent's training allowances, deferred compensation
and insurance benefits of agents, general agents, district managers and
supervisors, agency office clerical expenses and advertising) actually incurred
in connection with the marketing and sale of the Policies.
 
  The maximum commission payable to a Distributors representative for selling a
Policy is 65% of the target premium paid in the first Policy year, 10% of the
target premium paid in Policy years 2 through 10, and 3% of the target premium
paid in each year thereafter. The maximum commission payable on any premium paid
in any Policy year in excess of the target premium is 3%.
   
  Representatives with less than four years of service with Distributors and
those compensated on salary plus bonus or level commission programs may be paid
on a different basis. Representatives who meet certain productivity and
persistency standards with respect to the sale of policies issued by JHVLICO and
John Hancock will be eligible for additional compensation.     
     
  Distributors is registered with the Commission under the Securities Exchange
Act of 1934 as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc., and is a member of the Securities Investor Protection
Corporation. The Policies are also sold through other registered broker-dealers
that have entered into selling agreements with Distributors and whose
representatives are authorized by applicable law to sell variable life insurance
policies. The commissions which will be paid by such broker-dealers to their
representatives will be in accordance with their established rules. The
commission rates may be more or less than those set forth above for
Distributors' representatives. In addition, their qualified registered
representatives may be reimbursed by the broker-dealers under expense
reimbursement allowance programs in any year for approved voucherable expenses
incurred. Distributors will compensate the broker-dealers as provided in the
selling agreements, and JHVLICO will reimburse Distributors for such amounts and
for certain other direct expenses in connection with marketing the Policies
through other broker-dealers. In addition, these representatives may earn
"credits" toward qualification for attendance at certain business meetings
sponsored by John Hancock.    
 
                                      27
<PAGE>
 
  Distributors serves as principal underwriter for other separate accounts
registered under the 1940 Act: John Hancock Variable Annuity Accounts U, I and
V, John Hancock Mutual Variable Life Insurance Account UV and John Hancock
Variable Life Accounts U and V. Distributors is also the principal underwriter
for John Hancock Variable Series Trust I.
 
                              TAX CONSIDERATIONS
 
  The below description of Federal income tax consequences is only a brief
summary and is not intended as tax advice. For further information consult a
qualified tax advisor. Federal, state and local tax laws can change from time to
time and, as a result, the tax consequences to the Owner and beneficiary may be
altered.
 
POLICY PROCEEDS
 
  Although the Policy contains provisions not found in fixed benefit life
insurance policies, JHVLICO believes the Policy will receive the same Federal
income and estate tax treatment. Section 7702 of the Internal Revenue Code
("Code") defines life insurance for Federal tax purposes. See "Death
Benefits--Definition of Life Insurance". If certain standards are met at issue
and over the life of the Policy, the Policy will come within that definition.
JHVLICO will monitor compliance with these standards. Furthermore, JHVLICO
reserves the right to make any changes in the Policy necessary to ensure the
Policy is within the definition of life insurance.
 
  If the Policy complies with the definition of life insurance, JHVLICO believes
the death benefit under the Policy will be excludable from the beneficiary's
gross income under Section 101 of the Code. In addition, increases in Account
Value as a result of interest or investment experience will not be subject to
Federal income tax unless and until values are actually received through
withdrawal, surrender or other distributions.
 
  A surrender, lapse or partial withdrawal may have tax consequences. For
example, the Owner will be taxed on a surrender to the extent that the Account
Value exceeds the premiums paid under the Policy, ignoring premiums paid for
riders. But under certain circumstances within the first 15 Policy years, the
Owner may be taxed on a withdrawal of Policy values even if total withdrawals do
not exceed total premiums paid.
 
  JHVLICO also believes that, except as noted below, loans received under the
Policy will be treated as indebtedness of an Owner and that no part of any loan
will constitute income to the Owner. However, the amount of any loan outstanding
will be taxed to the Owner if a Policy lapses.
 
  Distributions under Policies on which premiums greater than the "7-pay" limit
(see "Premiums--7-Pay Premium Limit") have been paid will be treated as
distributions from a "modified endowment," which are subject to special taxation
based on Federal tax law. The Owner of such a Policy will be taxed on
distributions such as loans, surrenders and partial withdrawals to the extent of
any income (gain) to the Owner (income-first basis). The distributions affected
will be those made on or after, and within the two year period prior to, the
time the Policy becomes a modified endowment. Additionally, a 10% penalty tax
may be imposed on affected income distributed before the Owner attains age 
59 1/2.
 
  Furthermore, any time there is a "material change" in a Policy (such as an
increase in Additional Sum Insured, the addition of certain other Policy
benefits after issue, or reinstatement of a lapsed Policy), the Policy will be
subject to a new "7-pay" test, with the possibility of a tax on distributions if
it were subsequently to become a modified endowment. Moreover, if benefits under
a Policy are reduced (such as a reduction in the Total Sum Insured or death
benefit or the reduction or cancellation of certain rider benefits, or Policy
termination) during the
 
                                      28
<PAGE>
 
7 years in which the 7-pay test is being applied, the 7-pay limit will be
recalculated based on the reduced benefits. If the premiums paid to date are
greater than the recalculated 7-pay limit, the Policy will become a modified
endowment.
 
  All modified endowments issued by the same insurer (or affiliates) to the
Owner during any calendar year generally will be treated as one contract for the
purpose of applying the modified endowment rules. Your tax advisor should be
consulted if you have questions regarding the possible impact of the 7-pay limit
on your Policy.
 
  Federal estate and state and local estate, inheritance and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Owner or beneficiary.
 
CHARGE FOR JHVLICO'S TAXES
 
  Except for the DAC Tax charge, JHVLICO currently makes no charge for Federal
income taxes that may be attributable to this class of Policies. If JHVLICO
incurs, or expects to incur, income taxes attributable to this class of Policies
or any Subaccount in the future, it reserves the right to make a charge for
those taxes.
 
  Under current laws, JHVLICO may incur state and local taxes (in addition to
premium taxes) in several states. At present, these taxes are not significant.
If there is a material change in applicable state or local tax laws, charges for
such taxes may be made.
 
CORPORATE AND H.R. 10 PLANS
 
  The Policy may be acquired in connection with the funding of retirement plans
satisfying the qualification requirements of Section 401 of the Code. If so, the
Code provisions relating to such plans and life insurance benefits thereunder
should be carefully scrutinized.
 
                                      29
<PAGE>
 
             BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF JHVLICO
 
  The Directors and Executive Officers of JHVLICO and their principal
occupations during the past five years are as follows:
 
<TABLE>    
<CAPTION>
   Directors--Officers                     Principal Occupations
   -------------------                     ---------------------
   <S>                      <C>
   David F. D'Alessandro    Chairman of the Board and Chief Executive Officer
                            of JHVLICO; President and Chief Operating Officer,
                            John Hancock Mutual Life Insurance Company.
   Henry D. Shaw            Vice Chairman of the Board and President of
                            JHVLICO; Senior Vice President, John Hancock Mutual
                            Life Insurance Company.
   Thomas J. Lee            Director of JHVLICO; Vice President, John Hancock
                            Mutual Life Insurance Company.
   Michele G. Van Leer      Director of JHVLICO; Senior Vice President, John
                            Hancock Mutual Life Insurance Company.
   Ronald J. Bocage         Director, Vice President and Counsel, JHVLICO; Vice
                            President and Counsel, John Hancock Mutual Life
                            Insurance Company.
   Joseph A. Tomlinson      Director and Vice President, JHVLICO; Vice
                            President, John Hancock Mutual Life Insurance
                            Company.
   Robert R. Reitano        Director of JHVLICO; Vice President, John Hancock
                            Mutual Life Insurance Company.
   Robert S. Paster         Director, JHVLICO; Second Vice President, John
                            Hancock Mutual Life Insurance Company.
   Barbara L. Luddy         Director and Actuary of JHVLICO; Second Vice
                            President, John Hancock Mutual Life Insurance
                            Company.
   Daniel L. Ouellette      Vice President, Marketing, JHVLICO; Vice President,
                            John Hancock Mutual Life Insurance Company.
   Patrick F. Smith         Controller of JHVLICO; Assistant Controller, John
                            Hancock Mutual Life Insurance Company.
</TABLE>    
 
  The business address of all Directors and officers of JHVLICO is John Hancock
Place, Boston, Massachusetts 02117.
 
                                    REPORTS
 
  At least once each Policy year a statement will be sent to the Owner setting
forth the amount of the death benefit, Basic Sum Insured, Additional Sum
Insured, Account Value, the portion of the Account Value in each Subaccount,
Surrender Value, premiums received and charges deducted from premiums since the
last report, and any outstanding Policy loan (and interest charged for the
preceding Policy year) as of the last day of such year. Moreover, confirmations
will be furnished to Owners of premium payments, transfers among Subaccounts,
Policy loans, partial withdrawals and certain other Policy transactions.
 
  Owners will be sent semiannually a report containing the financial statements
of the Funds, including a list of securities held in each Portfolio.
 
                                      30
<PAGE>
 
                               VOTING PRIVILEGES
 
  All of the assets in the variable Subaccounts of the Account are invested in
shares of the corresponding Portfolios of the Funds. JHVLICO will vote the
shares of each of the Portfolios of the Funds which are deemed attributable to
qualifying variable life insurance policies and variable annuity contracts at
regular and special meetings of the Funds' shareholders in accordance with
instructions received from owners of such policies or contracts. Shares of the
Funds held in the Account which are not attributable to such policies or
contracts and shares for which instructions from owners are not received will be
represented by JHVLICO at the meeting and will be voted for and against each
matter in the same proportions as the votes based upon the instructions received
from the owners of all such policies and contracts.
 
  The number of Fund shares held in each variable Subaccount deemed attributable
to each owner is determined by dividing the amount of a Policy's Account Value
held in the variable Subaccount by the net asset value of one share in the
corresponding Fund Portfolio in which the assets of that variable Subaccount are
invested. Fractional votes will be counted. The number of shares as to which the
owner may give instructions will be determined as of the record date for the
Funds' meetings.
 
  Owners of Policies may give instructions regarding the election of the Board
of Trustees of each Fund, ratification of the selection of independent auditors,
approval of Fund investment advisory agreements and other matters requiring a
vote under the 1940 Act. Owners will be furnished information and forms by
JHVLICO in order that voting instructions may be given.
 
  JHVLICO may, when required by state insurance regulatory authorities,
disregard voting instructions if the instructions require that the shares be
voted so as to change the investment objectives of the Portfolios or to approve
or disapprove an investment advisory or underwriting contract for the Funds.
JHVLICO also may disregard voting instructions in favor of changes initiated by
an owner or a Fund's Board of Trustees in the investment policy, investment
adviser or principal underwriter of the Fund, if JHVLICO (i) reasonably
disapproves of such changes and (ii) in the case of a change of investment
policy or investment adviser, makes a good-faith determination that the proposed
change is contrary to state law or prohibited by state regulatory authorities or
that the change would be inconsistent with a variable Subaccount's investment
objectives or would result in the purchase of securities which vary from the
general quality and nature of investments and investment techniques utilized by
other separate accounts of JHVLICO or of an affiliated life insurance company,
which separate accounts have investment objectives similar to those of the
variable Subaccount. In the event JHVLICO does disregard voting instructions, a
summary of that action and the reasons for such action will be included in the
next semi-annual report to owners.
 
                         CHANGES THAT JHVLICO CAN MAKE
 
  The voting privileges described in this Prospectus are afforded based on
JHVLICO's understanding of applicable Federal securities law requirements. To
the extent that applicable law, regulations or interpretations change to
eliminate or restrict the need for such voting privileges, JHVLICO reserves the
right to proceed in accordance with any such revised requirements. JHVLICO also
reserves the right, subject to compliance with applicable law, including
approval of owners if so required, (1) to transfer assets determined by JHVLICO
to be associated with the class of policies to which the Policies belong from
the Account to another separate account or variable Subaccount by withdrawing
the same percentage of each investment in the Account with appropriate
adjustments to avoid odd lots and fractions, (2) to operate the Account as a
"management-type investment company" under the 1940 Act, or in any other form
permitted by law, the investment adviser of which would be JHVLICO, an affiliate
or John Hancock, (3) to deregister the Account under the 1940 Act, (4) to
substitute for the
 
                                      31
<PAGE>
 
Portfolio shares held by a Subaccount any other investment permitted by law, and
(5) to take any action necessary to comply with or obtain any exemptions from
the 1940 Act. JHVLICO would notify owners of any of the foregoing changes and,
to the extent legally required, obtain approval of owners and any regulatory
body prior thereto. Such notice and approval, however, may not be legally
required in all cases.
 
                               STATE REGULATION
 
  JHVLICO is subject to regulation and supervision by the Massachusetts
Commissioner of Insurance who periodically examines its affairs. It also is
subject to the applicable insurance laws and regulations of all jurisdictions in
which it is authorized to do business.
 
  JHVLICO is required to submit annual statements of its operations, including
financial statements, to the insurance departments of the various jurisdictions
in which it does business for purposes of determining solvency and compliance
with local insurance laws and regulations.
 
                                 LEGAL MATTERS
   
  The legal validity of the Policies described in this Prospectus has been
passed on by Ronald J. Bocage, Vice President and Counsel for JHVLICO. Messrs.
Freedman, Levy, Kroll & Simonds, Washington, D.C., have advised JHVLICO on
certain Federal securities law matters in connection with the Policies.    
 
                            REGISTRATION STATEMENT
 
  This Prospectus omits certain information contained in the Registration
Statement which has been filed with the Commission. More details may be obtained
from the Securities and Exchange Commission upon payment of the prescribed fee.
 
                                    EXPERTS
 
  The financial statements of the Account and JHVLICO included in this
Prospectus have been audited by Ernst & Young LLP, independent auditors, for the
periods indicated in their reports thereon which appear elsewhere herein and
have been included in reliance on their reports given on their authority as
experts in accounting and auditing.
 
  Actuarial matters included in this Prospectus have been examined by Deborah A.
Poppel, F.S.A., an Actuary of JHVLICO.
 
                             FINANCIAL STATEMENTS
 
  The financial statements of JHVLICO included herein should be distinguished
from the financial statements of the Account and should be considered only as
bearing upon the ability of JHVLICO to meet its obligations under the Policies.
 
                                      32
<PAGE>

JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
STATEMENT OF ASSETS AND LIABILITIES
 
DECEMBER 31, 1997
<TABLE>
<CAPTION>
                             Large Cap    Sovereign   International  Small Cap   International   Mid Cap    Large Cap
                              Growth        Bond        Equities       Growth      Balanced       Growth      Value
                            Subaccount   Subaccount    Subaccount    Subaccount   Subaccount    Subaccount  Subaccount
                            -----------  -----------  -------------  ----------  -------------  ----------  ----------
<S>                         <C>          <C>          <C>            <C>         <C>            <C>         <C>
ASSETS
Investments in shares of
 portfolios of John
 Hancock Variable Series
 Trust I, at value  . . .   $32,504,276  $19,461,475   $8,790,049    $2,504,952   $1,475,245    $3,614,752  $5,190,146
Investments in shares of
 portfolios of M Fund
 Inc., at value . . . . .            --           --           --            --           --            --          --
Receivable from:
 John Hancock Variable
  Series Trust I  . . . .       133,074       65,642       50,618        36,983           20         1,467      56,855
 M Fund Inc.    . . . . .            --           --           --            --           --            --          --
                            -----------  -----------   ----------    ----------   ----------    ----------  ----------
TOTAL ASSETS  . . . . . .    32,637,350   19,527,117    8,840,667     2,541,935    1,475,265     3,616,219   5,247,001
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance Company        132,745       65,444       50,522        36,949           --         1,429      56,794
 M Fund Inc.  . . . . . .            --           --           --            --           --            --          --
Asset charges payable . .           329          198           96            34           20            38          61
                            -----------  -----------   ----------    ----------   ----------    ----------  ----------
TOTAL LIABILITIES . . . .       133,074       65,642       50,618        36,983           20         1,467      56,855
                            -----------  -----------   ----------    ----------   ----------    ----------  ----------
NET ASSETS  . . . . . . .   $32,504,276  $19,461,475   $8,790,049    $2,504,952   $1,475,245    $3,614,752  $5,190,146
                            ===========  ===========   ==========    ==========   ==========    ==========  ==========

<CAPTION>
                               Money      Mid Cap       Special      Real Estate
                              Market       Value     Opportunities     Equity
                            Subaccount   Subaccount   Subaccount     Subaccount
                            -----------  ----------  -------------  -------------
<S>                         <C>          <C>         <C>            <C>
ASSETS
Investments in shares of                                                        
 portfolios of John
 Hancock Variable Series
 Trust I, at value  . . .   $14,171,123  $6,066,901   $8,833,185     $4,191,379 
Investments in shares of                                                        
 portfolios of M Fund
 Inc., at value . . . . .            --          --           --             -- 
Receivable from:
 John Hancock Variable                                                          
  Series Trust I  . . . .       907,716      32,571        1,906          4,723 
 M Fund Inc.    . . . . .            --          --           --             --
                            -----------  ----------   ----------     ----------
TOTAL ASSETS  . . . . . .    15,078,839   6,099,472    8,835,091      4,196,102
LIABILITIES
Payable to:
 John Hancock Variable                                                          
  Life Insurance Company        907,538      32,502        1,806          4,668 
 M Fund Inc.    . . . . .            --          --           --             --
Asset charges payable . .           178          69          100             55
                            -----------  ----------   ----------     ----------
TOTAL LIABILITIES . . . .       907,716      32,571        1,906          4,723
                            -----------  ----------   ----------     ----------
NET ASSETS  . . . . . . .   $14,171,123  $6,066,901   $8,833,185     $4,191,379
                            ===========  ==========   ==========     ==========
</TABLE>
- ---------
See accompanying notes.

 
                                      33
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)
 
DECEMBER 31, 1997
 
 
<TABLE>
<CAPTION>
                                                      Short-Term                                                         Turner
                             Growth &                    U.S.      Small Cap   International    Equity     Strategic      Core
                              Income       Managed    Government     Value     Opportunities     Index        Bond       Growth
                            Subaccount   Subaccount   Subaccount   Subaccount   Subaccount    Subaccount   Subaccount  Subaccount
                            -----------  -----------  -----------  ----------  -------------  -----------  ----------  ----------
<S>                         <C>          <C>          <C>          <C>         <C>            <C>          <C>         <C>
ASSETS
Investments in shares of
 portfolios of John
 Hancock Variable Series
 Trust I, at value  . . .   $47,996,192  $21,775,321  $12,476,155  $3,972,890   $6,035,554    $16,437,919  $1,620,281  $       --
Investments in shares of
 portfolios of M Fund
 Inc., at value . . . . .            --           --           --          --           --             --          --   1,014,974
Receivable from:
 John Hancock Variable
  Series Trust I  . . . .        82,373      207,062       13,811      65,403       83,379         81,011      96,827          --
 M Fund Inc.    . . . . .            --           --           --          --           --             --          --       1,017
                            -----------  -----------  -----------  ----------   ----------    -----------  ----------  ----------
TOTAL ASSETS  . . . . . .    48,078,565   21,982,383   12,489,966   4,038,293    6,118,933     16,518,930   1,717,108   1,015,991
LIABILITIES
Payable to:
John Hancock Variable Life
 Insurance Company  . . .        81,787      206,820       13,698      65,352       83,313         80,813      96,806          --
 M Fund Inc.    . . . . .            --           --           --          --           --             --          --       1,004
Asset charges payable . .           586          242          113          51           66            198          21          13
                            -----------  -----------  -----------  ----------   ----------    -----------  ----------  ----------
TOTAL LIABILITIES . . . .        82,373      207,062       13,811      65,403       83,379         81,011      96,827       1,017
                            -----------  -----------  -----------  ----------   ----------    -----------  ----------  ----------
NET ASSETS  . . . . . . .   $47,996,192  $21,775,321  $12,476,155  $3,972,890   $6,035,554    $16,437,919  $1,620,281  $1,014,974
                            ===========  ===========  ===========  ==========   ==========    ===========  ==========  ==========

<CAPTION>
                              Edinburgh      Frontier
                            International    Capital       Enhanced
                               Equity      Appreciation   U.S. Equity
                             Subaccount     Subaccount    Subaccount
                            -------------  ------------  -------------
<S>                         <C>            <C>           <C>
ASSETS
Investments in shares of     $       --     $       --     $     --
 portfolios of John
 Hancock Variable Series
 Trust I, at value  . . .
Investments in shares of      2,336,598      5,392,998      497,205
 portfolios of M Fund
 Inc., at value . . . . .
Receivable from:
 John Hancock Variable               --             --           --
  Series Trust I  . . . .
 M Fund Inc.    . . . . .            81         13,180        6,438
                             ----------     ----------     --------
TOTAL ASSETS  . . . . . .     2,336,679      5,406,178      503,643
LIABILITIES
Payable to:
John Hancock Variable Life           --             --           --
 Insurance Company  . . .
 M Fund Inc.    . . . . .            55         13,127        6,433
Asset charges payable . .            26             53            5
                             ----------     ----------     --------
TOTAL LIABILITIES . . . .            81         13,180        6,438
                             ----------     ----------     --------
NET ASSETS  . . . . . . .    $2,336,598     $5,392,998     $497,205
                             ==========     ==========     ========
</TABLE>

 
- ---------
See accompanying notes.

 
                                     34

<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
STATEMENTS OF OPERATIONS
 
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,
 
<TABLE>
<CAPTION>
 
                                                 Large Cap Growth Subaccount           Sovereign Bond Subaccount
                                             ----------------------------------    ----------------------------------
                                                1997        1996        1995          1997       1996         1995
                                             ----------  ----------  ----------    ----------  ----------  ----------
<S>                                          <C>         <C>         <C>           <C>         <C>         <C>
Investment income:
 Distribution received from:
  John Hancock Variable
   Series Trust I........................    $2,884,498 $ 2,452,382    $509,637      $855,742    $242,881    $ 66,972
  M Fund, Inc............................            --          --          --            --          --          --
                                             ---------- -----------    --------      --------    --------    --------
Total investment income..................     2,884,498   2,452,382     509,637       855,742     242,881      66,972
Expenses:
 Mortality and expense risks.............        91,256      49,880      17,330        39,184      14,129       4,148
                                             ---------- -----------    --------      --------    --------    --------
Net investment income (loss).............     2,793,242   2,402,502     492,307       816,558     228,752      62,824
Net realized and unrealized
 gain (loss) on investments:
 Net realized gains (losses).............       619,721     444,487     126,908        80,538       5,746      21,718
 Net unrealized appreciation
  (depreciation) during the
  period.................................     2,301,920  (1,104,574)    180,251        63,687     (69,973)     34,574
                                             ---------- -----------    --------      --------    --------    --------
Net realized and unrealized
 gain (loss) on investments..............     2,921,641    (660,087)    307,159       144,225     (64,227)     56,292
                                             ---------- -----------    --------      --------    --------    --------
Net increase (decrease) in
 net assets resulting from
 operations..............................    $5,714,883 $ 1,742,415    $799,466      $960,783    $164,525    $119,116
                                             ========== ===========    ========      ========    ========    ========
<CAPTION>
                                                                                       Small Cap
                                                                                        Growth           International Balanced
                                             International Equities Subaccount        Subaccount               Subaccount
                                             ----------------------------------  ----------------------  ----------------------
                                                1997        1996        1995        1997        1996*       1997        1996*
                                             ----------  ----------  ----------  ----------  ----------  ----------  ----------  
<S>                                          <C>         <C>         <C>         <C>         <C>         <C>         <C>
Investment income:
 Distribution received from:
 John Hancock Variable
  Series Trust I........................    $   422,913    $ 52,188    $ 19,501    $    473    $    512    $ 61,249      $2,947
 M Fund, Inc............................             --          --          --          --          --          --          --
                                            -----------    --------    --------    --------    --------    --------      ------
Total investment income.................        422,913      52,188      19,501         473         512      61,249       2,947
Expenses:
 Mortality and expense risks............         33,893      23,132      10,434       6,547       1,547       4,443         356
                                            -----------    --------    --------    --------    --------    --------      ------
Net investment income (loss)............        389,020      29,056       9,067      (6,074)     (1,035)     56,806       2,591
Net realized and unrealized
 gain (loss) on investments:
 Net realized gains (losses)............        244,810     165,730     (25,931)     21,707     (40,018)      8,667          56
 Net unrealized appreciation
 (depreciation) during the
 period.................................     (1,219,540)    137,729     153,715     126,699      (2,665)    (67,714)      5,307
                                            -----------    --------    --------    --------    --------    --------      ------
Net realized and unrealized
 gain (loss) on investments.............       (974,730)    303,459     127,784     148,406     (42,683)    (59,047)      5,363
                                            -----------    --------    --------    --------    --------    --------      ------
Net increase (decrease) in
 net assets resulting from
 operations.............................    $  (585,710)   $332,515    $136,851    $142,332    $(43,718)   $ (2,241)     $7,954
                                            ===========    ========    ========    ========    ========    ========      ======

</TABLE> 

                                         Mid Cap Growth          Large Cap
                                           Subaccount              Value
                                             Manage              Subbcount
                                     --------------------- ---------------------
                                        1997       1996*      1997       1996*
                                     ---------- ---------- ---------- ----------
Investment income:
 Distribution received from:
 John Hancock Variable..............   $     --     $1,177   $194,199    $13,644
  Series Trust I
 M Fund, Inc........................         --         --         --         --
                                       --------     ------   --------    -------
Total investment income.............                 1,177    194,199     13,644
Expenses:
 Mortality and expense risks........      8,287        719     11,163        964
                                       --------     ------   --------    -------
Net investment income (loss)........     (8,287)       458    183,036     12,680
Net realized and unrealized
 gain (loss) on investments:
 Net realized gains (losses)........      1,235       (391)   164,821      1,327
 Net unrealized appreciation
 (depreciation) during the
 period.............................    486,186      6,440    279,449     23,553
                                       --------     ------   --------    -------
Net realized and unrealized
 gain (loss) on investments.........    487,421      6,049    444,270     24,880
                                       --------     ------   --------    -------
Net increase (decrease) in
 net assets resulting from
 operations.........................   $479,134     $6,507   $627,306    $37,560
                                       ========     ======   ========    =======
 
- ---------
* From May 1, 1996 (commencement of operations).
See accompanying notes.

                                      35
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
STATEMENTS OF OPERATIONS (CONTINUED)
 
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,
 
<TABLE>
<CAPTION>
                                                                   Mid Cap Value
                                     Money Market Subaccount        Subaccount       Special Opportunities Subaccount
                                   ----------------------------  ------------------  ---------------------------------
                                     1997      1996      1995      1997      1996*      1997        1996       1995
                                   --------  --------  --------  ---------  -------   --------    ---------  ---------
<S>                                <C>       <C>       <C>       <C>        <C>      <C>          <C>        <C>
Investment income:
 Distributions received from:
  John Hancock Variable Series
   Trust I......................   $758,434  $287,321  $119,746  $446,081   $ 6,878  $ 878,600    $238,163   $ 40,159
  M Fund Inc....................         --        --        --        --        --         --          --         --
                                   --------  --------  --------  --------   -------  ---------    --------   --------
Total investment income.........    758,434   287,321   119,746   446,081     6,878    878,600     238,163     40,159

Expenses:
 Mortality and expense risks....     66,882    30,722    12,117    11,421       377     35,934      21,146      4,949
                                   --------  --------  --------  --------   -------  ---------    --------   --------
Net investment income...........    691,552   256,599   107,629   434,660     6,501    842,666     217,017     35,210

Net realized and unrealized gain
 (loss) on investments:
  Net realized gains............         --        --        --   101,787       845    297,666     317,400     28,812
  Net unrealized appreciation
   (depreciation) during the
   period.......................         --        --        --   (39,717)   13,910   (730,748)    344,786    185,349
                                   --------  --------  --------  --------   -------  ---------    --------   --------
  Net realized and unrealized
   gain (loss) on investments...         --        --        --    62,070    14,755   (433,082)    662,186    214,161
                                   --------  --------  --------  --------   -------  ---------    --------   --------

Net increase in net assets
 resulting from operations......   $691,552  $256,599  $107,629  $496,730   $21,256  $ 409,584    $879,203   $249,371
                                   ========  ========  ========  ========   =======  =========    ========   ========
<CAPTION>
 
                                   Real Estate Equity Subaccount        Growth & Income Subaccount
                                   ------------------------------   -----------------------------------
                                     1997        1996       1995       1997        1996          1995
                                   ----------  ---------  --------  ----------  -----------  ----------
<S>                                <C>         <C>        <C>       <C>         <C>          <C>
Investment income:
 Distributions received from:
  John Hancock Variable Series..   $246,677    $ 50,204   $32,578   $5,917,063  $3,056,625    $  669,643
   Trust I
  M Fund Inc....................         --          --        --           --          --            --
                                   --------    --------   -------   ----------  ----------    ----------
Total investment income.........    246,677      50,204    32,578    5,917,063   3,056,625       669,643

Expenses:
 Mortality and expense risks....     13,879       4,547     2,766      169,135      89,391        23,428
                                   --------    --------   -------   ----------  ----------    ----------
Net investment income...........    232,798      45,657    29,812    5,747,928   2,967,234       646,215

Net realized and unrealized gain
 (loss) on investments:
  Net realized gains............    252,095      19,122       613    2,390,414     512,402       170,322
  Net unrealized appreciation
   (depreciation) during the
   period.......................    (13,488)    191,067    25,077      435,778    (496,647)      322,628
                                   --------    --------   -------   ----------  ----------    ----------
  Net realized and unrealized
   gain (loss) on investments...    238,607     210,189    25,690    2,826,192      15,755       492,950
                                   --------    --------   -------   ----------  ----------    ----------

Net increase in net assets
 resulting from operations......   $471,405    $255,846   $55,502   $8,574,120  $2,982,989    $1,139,165
                                   ========    ========   =======   ==========  ==========    ==========

</TABLE>
 
- ---------
* From May 1, 1996 (commencement of operations).
 
See accompanying notes.

                                      36
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
STATEMENTS OF OPERATIONS (CONTINUED)
 
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,
 
 
<TABLE>
<CAPTION>
 
                                                                                           Short-Term U.S.
                                                         Managed Subaccount             Government Subaccount
                                             -----------------------------------  ----------------------------
                                                1997          1996        1995       1997     1996      1995
                                             ------------  -----------  --------  --------  ---------  -------
<S>                                          <C>           <C>          <C>       <C>       <C>        <C>
Investment income:
 Distributions received from:
 John Hancock Variable Series Trust I.....   $  1,879,954  $1,281,149   $316,774  $415,542   $181,937   $64,502
  M Fund Inc..............................             --          --         --        --         --        --
                                             ------------  ----------   --------  --------   --------   -------
Total investment income...................      1,879,954   1,281,149    316,774   415,542    181,937    64,502
 
Expenses:
 Mortality and expense risks..............         65,383      35,103     10,978    20,551      9,277     2,917
                                             ------------  ----------   --------  --------   --------   -------
Net investment income.....................      1,814,571   1,246,046    305,796   394,991    172,660    61,585
 
Net realized and unrealized gain (loss) on
 investments:
  Net realized gains......................        171,318     124,493    179,131    35,294    (52,888)    8,251
  Net unrealized appreciation
   (depreciation) during the
   year...................................        715,231    (507,517)    51,622   (25,976)    (7,734)   22,112
                                             ------------  ----------   --------  --------   --------   -------
  Net realized and unrealized gain (loss)
   on investments.........................        886,549    (383,024)   230,753     9,318    (60,622)   30,363
                                             ------------  ----------   --------  --------   --------   -------
 
Net increase (decrease) in net assets
 resulting from operations................   $  2,701,120  $  863,022   $536,549  $404,309   $112,038   $91,948
                                             ============  ==========   ========  ========   ========   =======



<CAPTION>
                                                                     International
                                               Small Cap Value       Opportunities              Equity Index          
                                                  Subaccount          Subaccount                 Subaccount                 
                                             -------------------  -------------------     -----------------------     
                                               1997       1996*      1997      1996*           1997        1996*     
                                             --------   --------  ---------  --------     -------------  --------    
<S>                                          <C>        <C>       <C>         <C>         <C>             <C>         
Investment income:                                                                                                   
 Distributions received from:                                                                                        
 John Hancock Variable Series Trust I.....   $299,278   $ 8,296   $  69,078   $ 2,965     $     409,920   $23,300    
  M Fund Inc..............................         --        --          --        --                --        --    
                                             --------   -------   ---------   -------     -------------   -------    
Total investment income...................    299,278     8,296      69,078     2,965           409,920    23,300    
                                                                                                                     
Expenses:                                                                                                            
 Mortality and expense risks..............      8,494       523      13,177     1,439            31,223     1,962    
                                             --------   -------   ---------   -------     -------------   -------    
Net investment income.....................    290,784     7,773      55,901     1,526           378,697    21,338    
                                                                                                                     
Net realized and unrealized gain (loss) on                                                                           
 investments:                                                                                                        
  Net realized gains......................     75,149        58      80,782       242           901,978    17,398    
  Net unrealized appreciation                                                                                        
   (depreciation) during the                                                            
   year...................................    (18,626)   14,046    (260,664)   36,666           392,256    55,782    
                                             --------   -------   ---------   -------     -------------   -------    
  Net realized and unrealized gain (loss)                                                                            
   on investments.........................     56,523    14,104    (179,882)   36,908         1,294,234    73,180    
                                             --------   -------   ---------   -------     -------------   -------    
Net increase (decrease) in net assets                                                                                
 resulting from operations................   $347,307   $21,877   $(123,981)  $38,434     $   1,672,931   $94,518    
                                             ========   =======   =========   =======     =============   =======    
 
</TABLE> 

- ---------
* From May 1, 1996 (commencement of operations).
 
See accompanying notes.

 
                                     37
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
STATEMENTS OF OPERATIONS (CONTINUED)
 
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,
 
<TABLE>
<CAPTION>
                                      Strategic                                 Edinburgh              Frontier          Enhanced
                                        Bond          Turner Core Growth  International Equity   Capital Appreciation      U.S.
                                     Subaccount           Subaccount           Subaccount             Subaccount          Equity
                                  ------------------ -------------------- ---------------------- ---------------------  Subaccount
                                    1997     1996*     1997      1996*      1997        1996*      1997       1996*       1997**
                                  ---------  ------- ---------  --------- ----------  ---------- ----------  --------- ------------
<S>                               <C>        <C>     <C>        <C>       <C>         <C>        <C>         <C>       <C>
Investment income:                                                                                                 
 Distributions received from:
  John Hancock Variable Series 
   Trust I.....................   $ 74,850   $7,425  $     --   $    --   $     --    $     --   $      --   $     --    $    --
  M Fund Inc...................         --       --    91,360    21,778     32,677       5,263     128,190         --     15,335
                                  --------   ------  --------   -------   --------    --------   ---------   --------    -------
Total investment income........     74,850    7,425    91,360    21,778     32,677       5,263     128,190                15,335
                                                                                                                   
Expenses:                                                                                                          
 Mortality and expense risks...      3,820      349     4,071     2,140      7,502       2,280      10,040      1,679        478
Net investment income (loss)...     71,030    7,076    87,289    19,638     25,175       2,983     118,150     (1,679)    14,857
                                                                                                                   
Net realized and unrealized                                                                                        
 gain (loss) on investments:                                                                                       
  Net realized gains (losses)..      8,335       22    76,711    (9,767)    12,541      (2,433)    614,358    (21,044)     4,177
  Net unrealized appreciation                                                                                      
   (depreciation) during the                                                                                       
   year........................    (11,727)    (591)   32,626    16,054    (26,022)    (12,286)   (368,570)     5,101      6,844
                                  --------   ------  --------   -------   --------    --------   ---------   --------    -------
Net realized and unrealized                                                                                        
 gain (loss) on investments....     (3,392)    (569)  109,337     6,287    (13,481)    (14,719)    245,788    (15,943)    11,021
                                  --------   ------  --------   -------   --------    --------   ---------   --------    -------
                                                                                                                   
Net increase (decrease) in                                                                                         
 net assets resulting from                                                                                         
 operations....................   $ 67,638   $6,507  $196,626   $25,925   $ 11,694    $(11,736)  $ 363,938   $(17,622)   $25,878
                                  ========   ======  ========   =======   ========    ========   =========   ========    =======
</TABLE>

 
- ---------
*     From May 1, 1996 (commencement of operations).
**    From July 1, 1997 (commencement of operations).
 
See accompanying notes.

 
                                     38
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
STATEMENTS OF CHANGES IN NET ASSETS
 
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,
 
<TABLE>
<CAPTION>
 
                                          Large Cap Growth Subaccount                Sovereign Bond Subaccount
                                    -----------------------------------------  --------------------------------------
                                        1997          1996          1995          1997          1996         1995
                                    -------------  ------------  ------------  ------------  -----------  -----------

<S>                                 <C>            <C>           <C>           <C>           <C>          <C>
Increase (decrease) in net assets
 from operations:
 Net investment income (loss)....   $  2,793,242   $ 2,402,502   $   492,307   $   816,558   $  228,752   $   62,824
 Net realized gains (losses).....        619,721       444,487       126,908        80,538        5,746       21,718
 Net unrealized appreciation
   (depreciation) during the 
   period........................      2,301,920    (1,104,574)      180,251        63,687      (69,973)      34,574
                                    ------------   -----------   -----------   -----------   ----------   ----------
Net increase (decrease) in net
 assets resulting from 
 operations......................      5,714,883     1,742,415       799,466       960,783      164,525      119,116
 
From policyholder transactions:
 Net premiums from policyholders.     20,264,849    13,036,922     8,115,186    21,324,560    4,312,776    1,370,188
 Net benefits to policyholders...    (10,390,849)   (4,928,834)   (2,752,131)   (8,009,615)    (679,839)    (318,068)
                                    ------------   -----------   -----------   -----------   ----------   ----------
 Net increase in net assets
   resulting from policyholder
   transactions..................      9,874,000     8,108,088     5,363,055    13,314,945    3,632,937    1,052,120
                                    ------------   -----------   -----------   -----------   ----------   ----------
Net increase in net assets.......     15,588,883     9,850,503     6,162,521    14,275,728    3,797,462    1,171,236
 
Net assets at beginning of 
 period..........................     16,915,393     7,064,890       902,369     5,185,747    1,388,285      217,049
                                    ------------   -----------   -----------   -----------   ----------   ----------
 
Net assets at end of period......   $ 32,504,276   $16,915,393   $ 7,064,890   $19,461,475   $5,185,747   $1,388,285
                                    ============   ===========   ===========   ===========   ==========   ==========

<CAPTION>
                                                                                  Small Cap Growth       International Balanced
                                       International Equities Subaccount             Subaccount                Subaccount
                                    ----------------------------------------  -------------------------  ------------------------
                                       1997          1996          1995          1997         1996*         1997         1996*
                                    ------------  ------------  ------------  ------------  -----------  ------------  ----------

<S>                                 <C>           <C>           <C>           <C>           <C>          <C>           <C>
Increase (decrease) in net assets
 from operations:
 Net investment income (loss)....   $   389,020   $    29,056   $     9,067   $    (6,074)  $   (1,035)  $   56,806    $  2,591
 Net realized gains (losses).....       244,810       165,730       (25,931)       21,707      (40,018)       8,667          56
 Net unrealized appreciation
   (depreciation) during the 
   period........................    (1,219,540)      137,729       153,715       126,699       (2,665)     (67,714)      5,307
                                    -----------   -----------   -----------   -----------   ----------   ----------    --------
Net increase (decrease) in net         
 assets resulting from 
 operations......................      (585,710)      332,515       136,851       142,332      (43,718)      (2,241)      7,954 
 
From policyholder transactions:
 Net premiums from policyholders.     8,150,400     4,750,218     2,620,265     2,870,481    1,120,880    1,608,069     148,617
 Net benefits to policyholders...    (4,505,840)   (1,906,352)   (1,194,625)   (1,005,386)    (579,637)    (282,878)     (4,276)
                                    -----------   -----------   -----------   -----------   ----------   ----------    --------
 Net increase in net assets
   resulting from policyholder                    
   transactions..................     3,644,560     2,843,866     1,425,640     1,865,095      541,243    1,325,191     144,341
                                    -----------   -----------   -----------   -----------   ----------   ----------    --------
Net increase in net assets.......     3,058,850     3,176,381     1,562,491     2,007,427      497,525    1,322,950     152,295
 
Net assets at beginning of 
 period..........................     5,731,199     2,554,818       992,327       497,525           --      152,295          --
                                    -----------   -----------   -----------   -----------   ----------   ----------    --------
 
Net assets at end of period......   $ 8,790,049   $ 5,731,199   $ 2,554,818   $ 2,504,952   $  497,525   $1,475,245    $152,295
                                    ===========   ===========   ===========   ===========   ==========   ==========    ========

<CAPTION>
                                       Mid Cap Growth           Large Cap Value
                                         Subaccount                Subaccount
                                    ----------------------  -------------------------
                                       1997       1996*        1997         1996*
                                    -----------  ---------  -----------   -----------

<S>                                 <C>          <C>        <C>           <C>
Increase (decrease) in net assets
 from operations:
 Net investment income (loss)....   $   (8,287)  $    458   $   183,036    $ 12,680
 Net realized gains (losses).....        1,235       (391)      164,821       1,327
 Net unrealized appreciation
   (depreciation) during the 
   period........................      486,186      6,440       279,449      23,553
                                    ----------   --------   -----------    --------
Net increase (decrease) in net                                                      
 assets resulting from 
 operations......................      479,134      6,507       627,306      37,560 
 
From policyholder transactions:
 Net premiums from policyholders.    3,212,754    858,546     5,421,062     767,660
 Net benefits to policyholders...     (915,459)   (26,730)   (1,620,578)    (42,864)
                                    ----------   --------   -----------    --------
 Net increase in net assets
   resulting from policyholder                   
   transactions..................    2,297,295    831,816     3,800,484     724,796
                                    ----------   --------   -----------    --------
Net increase in net assets.......    2,776,429    838,323     4,427,790     762,356
 
Net assets at beginning of 
 period..........................      838,323         --       762,356          --
                                    ----------   --------   -----------    --------
 
Net assets at end of period......   $3,614,752   $838,323   $ 5,190,146    $762,356
                                    ==========   ========   ===========    ========
</TABLE>
 
- ---------
*  From May 1, 1996 (commencement of operations).
 
See accompanying notes.

 
                                     39
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
 
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,
 
 
<TABLE>
<CAPTION>
                                                                                    Mid Cap
                                                                                     Value
                                         Money Market Subaccount                   Subaccount
                               -------------------------------------------   ----------------------
                                   1997            1996           1995          1997        1996*
                               --------------  -------------  -------------  ------------  --------
<S>                            <C>             <C>            <C>            <C>           <C>
Increase in net assets from
 operations:
 Net investment income......   $     691,552   $    256,599   $    107,629   $   434,660   $  6,501
 Net realized gains                       --             --             --       101,787        845
 Net unrealized appreciation
 (depreciation) during the
 period.....................              --             --             --       (39,717)    13,910
                               -------------   ------------   ------------   -----------   --------
Net increase in net assets
 resulting from operations..         691,552        256,599        107,629       496,730     21,256
 
From policyholder
 transactions:
 Net premiums from
 policyholders..............     103,737,470     36,814,029     19,983,940     6,323,061    324,248
 Net benefits to
 policyholders..............    (100,296,756)   (31,658,283)   (17,720,190)   (1,089,206)    (9,188)
                               -------------   ------------   ------------   -----------   --------
Net increase in net assets
 resulting from policyholder
 transactions...............       3,440,714      5,155,746      2,263,750     5,233,855    315,060
                               -------------   ------------   ------------   -----------   --------
Net increase in net assets..       4,132,266      5,412,345      2,371,379     5,730,585    336,316
 
Net assets at beginning of
 period.....................      10,038,857      4,626,512      2,255,133       336,316         --
                               -------------   ------------   ------------   -----------   --------
 
Net assets at end of period.   $  14,171,123   $ 10,038,857   $  4,626,512   $ 6,066,901   $336,316
                               =============   ============   ============   ===========   ========
<CAPTION>
 
 
                                  Special Opportunities Subaccount         Real Estate Equity Subaccount
                               --------------------------------------   ------------------------------------
                                  1997          1996          1995         1997          1996        1995
                               ------------  ------------  -----------  ------------  -----------  ---------
<S>                            <C>           <C>           <C>          <C>           <C>          <C>
Increase in net assets from
 operations:
 Net investment income......   $   842,666   $   217,017   $   35,210   $   232,798   $   45,657   $  29,812
 Net realized gains                297,666       317,400       28,812       252,095       19,122         613
 Net unrealized appreciation
 (depreciation) during the        
 period.....................      (730,748)      344,786      185,349       (13,488)     191,067      25,077
                               -----------    -----------   ----------   -----------   ----------   --------
Net increase in net assets         409,584       879,203      249,371       471,405      255,846      55,502
 resulting from operations..
 
From policyholder
 transactions:
 Net premiums from               
 policyholders..............     8,511,081     4,939,686    1,639,491     4,833,914      748,683     466,306
 Net benefits to
 policyholders..............    (6,274,668)   (1,301,761)    (551,692)   (2,393,463)    (295,788)   (370,910)
                               -----------   -----------   ----------   -----------   ----------   ---------
Net increase in net assets
 resulting from policyholder     
 transactions...............     2,236,413     3,637,925    1,087,799     2,440,451      452,895      95,396
                               -----------   -----------   ----------   -----------   ----------   ---------
Net increase in net assets..     2,645,997     4,517,128    1,337,170     2,911,858      708,741     150,898
 
Net assets at beginning of
 period.....................     6,187,188     1,670,060      332,890     1,279,523      570,782     419,884
                               -----------   -----------   ----------   -----------   ----------   ---------
 
Net assets at end of period.   $ 8,833,185   $ 6,187,188   $1,670,060   $ 4,191,379   $1,279,523   $ 570,782
                               ===========   ===========   ==========   ===========   ==========   =========
<CAPTION>
 
 
                                      Growth & Income Subaccount
                               -----------------------------------------
                                   1997          1996           1995
                               -------------  ------------  ------------
<S>                            <C>            <C>           <C>
Increase in net assets from
 operations:
 Net investment income......   $  5,747,928   $ 2,967,234    $   646,215
 Net realized gains               2,390,414       512,402        170,322
 Net unrealized appreciation
 (depreciation) during the          
 period.....................        435,778      (496,647)       322,628
                               ------------   -----------    -----------
Net increase in net assets        8,574,120     2,982,989      1,139,165
 resulting from operations .
 
From policyholder
 transactions:
 Net premiums from               35,535,599    19,263,021      8,168,426
 policyholders..............
 Net benefits to
 policyholders..............    (21,776,809)   (5,502,524)    (1,740,418)
                               ------------   -----------    -----------
Net increase in net assets
 resulting from policyholder                
 transactions...............     13,758,790    13,760,497      6,428,008
                               ------------   -----------    -----------
Net increase in net assets..     22,332,910    16,743,486      7,567,173
 
Net assets at beginning of
 period.....................     25,663,282     8,919,796      1,352,623
                               ------------   -----------    -----------
 
Net assets at end of period.   $ 47,996,192   $25,663,282    $ 8,919,796
                               ============   ===========    ===========
</TABLE>
 
 
- ---------
*  From May 1, 1996 (commencement of operations).
 
See accompanying notes.

 
                                     40
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
 
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,
 
<TABLE>
<CAPTION>
                                                                                                 Short-Term U.S.
                                                      Managed Subaccount                      Government Subaccount
                                            ----------------------------------------  ---------------------------------------
                                               1997          1996          1995          1997          1996          1995
                                            ------------  ------------  ------------  ------------  ------------  -----------
<S>                                         <C>           <C>           <C>           <C>           <C>           <C>
 
Increase (decrease) in net assets from
 operations:
 Net investment income  . . . . . . . . .   $ 1,814,571   $ 1,246,046   $   305,796   $   394,991   $   172,660   $   61,585
 Net realized gains (losses). . . . . . .       171,318       124,493       179,131        35,294       (52,888)       8,251
 Net unrealized appreciation
  (depreciation) during the period. . . .       715,231      (507,517)       51,622       (25,976)       (7,734)      22,112
                                            -----------   -----------   -----------   -----------   -----------   ----------
Net increase (decrease) in net assets
 resulting from operations. . . . . . . .     2,701,120       863,022       536,549       404,309       112,038       91,948
 
From policyholder transactions:
 Net premiums from policyholders. . . . .    16,914,475     9,996,216     5,502,408    12,911,228     8,757,242    2,439,840
 Net benefits to policyholders. . . . . .    (9,357,535)   (3,151,700)   (2,875,967)   (4,234,624)   (7,683,085)    (364,204)
                                            -----------   -----------   -----------   -----------   -----------   ----------
Net increase in net assets resulting from
 policyholder transactions. . . . . . . .     7,556,940     6,844,516     2,626,441     8,676,604     1,074,157    2,075,636
                                            -----------   -----------   -----------   -----------   -----------   ----------
Net increase in net assets. . . . . . . .    10,258,060     7,707,538     3,162,990     9,080,913     1,186,195    2,167,584
 
Net assets at beginning of period . . . .    11,517,261     3,809,723       646,733     3,395,242     2,209,047       41,463
                                            -----------   -----------   -----------   -----------   -----------   ----------
 
Net assets at end of period . . . . . . .   $21,775,321   $11,517,261   $ 3,809,723   $12,476,155   $ 3,395,242   $2,209,047
                                            ===========   ===========   ===========   ===========   ===========   ==========

<CAPTION>

                                               Small Cap Value      International Opportunities
                                                 Subaccount                  Subaccount
                                            ---------------------   ---------------------------
                                               1997       1996*          1997          1996*
                                            -----------  --------   -------------  ------------
<S>                                         <C>          <C>        <C>            <C>
Increase (decrease) in net assets from
 operations:
 Net investment income  . . . . . . . . .   $  290,784   $  7,773    $    55,901   $   1,526
 Net realized gains (losses). . . . . . .       75,149         58         80,782         242
 Net unrealized appreciation                                                        
  (depreciation) during the period. . . .      (18,626)    14,046       (260,664)     36,666
                                            ----------   --------    -----------   ---------
Net increase (decrease) in net assets          347,307     21,877       (123,981)     38,434
 resulting from operations. . . . . . . .                                           
                                                                                    
From policyholder transactions:                                                     
 Net premiums from policyholders. . . . .    4,182,527    335,271      8,906,153     960,081
 Net benefits to policyholders. . . . . .     (897,951)   (16,141)    (3,655,731)    (89,402)
                                            ----------   --------    -----------   ---------
Net increase in net assets resulting from                                           
 policyholder transactions. . . . . . . .    3,284,576    319,130      5,250,422     870,679
                                            ----------   --------    -----------   ---------
Net increase in net assets. . . . . . . .    3,631,883    341,007      5,126,441     909,113
                                                                                    
Net assets at beginning of period . . . .      341,007         --        909,113          --
                                            ----------   --------    -----------   ---------
                                                                                    
Net assets at end of period . . . . . . .   $3,972,890   $341,007    $ 6,035,554   $ 909,113
                                            ==========   ========    ===========   =========
</TABLE>
 

- ---------
*  From May 1, 1996 (commencement of operations).
 
See accompanying notes.

 
                                     41
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
 
FOR THE YEARS AND PERIODS ENDED DECEMBER 31,
 
<TABLE>
<CAPTION>
                                                           Equity                  Strategic
                                                           Index                     Bond              Turner Core Growth
                                                         Subaccount               Subaccount               Subaccount
                                                  -------------------------  ----------------------  ------------------------
                                                     1997         1996*         1997       1996*        1997        1996*
                                                  ------------  -----------  -----------  ---------  -----------  -----------

<S>                                               <C>           <C>          <C>          <C>        <C>          <C>
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)..................   $   378,697   $   21,338   $   71,030   $  7,076   $   87,289   $   19,638
 Net realized gains (losses)...................       901,978       17,398        8,335         22       76,711       (9,767)
 Net unrealized appreciation (depreciation)
  during the period............................       392,256       55,782      (11,727)      (591)      32,626       16,054
                                                  -----------   ----------   ----------   --------   ----------   ----------
Net increase (decrease) in net assets resulting
 from operations...............................     1,672,931       94,518       67,638      6,507      196,626       25,925
 
From policyholder transactions:
 Net premiums from policyholders...............    23,412,687    1,282,798    1,828,179    259,231      743,622    1,135,180
 Net benefits to policyholders.................    (9,622,006)    (403,009)    (534,164)    (7,110)    (580,027)    (506,352)
                                                  -----------   ----------   ----------   --------   ----------   ----------
Net increase in net assets resulting from
 policyholder transactions.....................    13,790,681      879,789    1,294,015    252,121      163,595      628,828
                                                  -----------   ----------   ----------   --------   ----------   ----------
Net increase in net assets.....................    15,463,612      974,307    1,361,653    258,628      360,221      654,753
 
Net assets at beginning of period..............       974,307           --      258,628         --      654,753           --
                                                  -----------   ----------   ----------   --------   ----------   ----------
 
Net assets at end of period....................   $16,437,919   $  974,307   $1,620,281   $258,628   $1,014,974   $  654,753
                                                  ===========   ==========   ==========   ========   ==========   ==========

<CAPTION>

                                                         Edinburgh                   Frontier             Enhanced
                                                    International Equity       Capital Appreciation          US
                                                         Subaccount                 Subaccount             Equity
                                                  -------------------------  -------------------------   Subaccount
                                                     1997         1996*         1997         1996*         1997**
                                                  ------------  -----------  ------------  -----------  ------------

<S>                                               <C>           <C>          <C>           <C>          <C>
Increase (decrease) in net assets from
 operations:
 Net investment income (loss)..................   $    25,175   $    2,983   $   118,150   $   (1,679)   $    14,857
 Net realized gains (losses)...................        12,541       (2,433)      614,358      (21,044)         4,177
 Net unrealized appreciation (depreciation)
  during the period............................       (26,022)     (12,286)     (368,570)       5,101          6,844
                                                  -----------   ----------   -----------   ----------    -----------   
Net increase (decrease) in net assets resulting        
 from operations...............................        11,694      (11,736)      363,938      (17,622)        25,878 
 
From policyholder transactions:
 Net premiums from policyholders...............     2,484,010    1,021,041    10,030,418    1,535,063        475,503
 Net benefits to policyholders.................    (1,088,249)     (80,162)   (5,969,436)    (549,363)        (4,176)
                                                  -----------   ----------   -----------   ----------    -----------   
Net increase in net assets resulting from
 policyholder transactions.....................     1,395,761      940,879     4,060,982      985,700        471,327
                                                  -----------   ----------   -----------   ----------    -----------   
Net increase in net assets.....................     1,407,455      929,143     4,424,920      968,078        497,205
 
Net assets at beginning of period..............       929,143           --       968,078           --             --
                                                  -----------   ----------   -----------   ----------    -----------   
 
Net assets at end of period....................   $ 2,336,598   $  929,143   $ 5,392,998   $  968,078    $   497,205
                                                  ===========   ==========   ===========   ==========    ===========
</TABLE>

 
- ---------
*    From May 1, 1996 (commencement of operations).
**   From July 1, 1997 (commencement of operations).
 
See accompanying notes.

 
                                     42
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
NOTES TO FINANCIAL STATEMENTS
 
1. ORGANIZATION
 
  John Hancock Variable Life Account S (the Account) is a separate investment
account of John Hancock Variable Life Insurance Company (JHVLICO), a
wholly-owned subsidiary of John Hancock Mutual Life Insurance Company (John
Hancock).  The Account was formed to fund variable life insurance policies
(Policies) issued by JHVLICO.  The Account is operated as a unit investment
trust registered under the Investment Company Act of 1940, as amended, and
currently consists of twenty-two subaccounts.  The assets of each subaccount are
invested exclusively in shares of a corresponding Portfolio of John Hancock
Variable Series Trust I (the Fund) or of M Fund Inc. (M Fund).  New subaccounts
may be added as new Portfolios are added to the Fund or to M Fund, or as other
investment options are developed, and made available to policyholders.  The
twenty-two Portfolios of the Fund and M Fund which are currently available are
the Large Cap Growth, Sovereign Bond, International Equities, Small Cap Growth,
International Balanced, Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Special Opportunities, Real Estate Equity, Growth & Income, Managed,
Short-Term U.S. Government, Small Cap Value, International Opportunities, Equity
Index, Strategic Bond, Turner Core Growth, Edinburgh International Equity,
Frontier Capital Appreciation, and Enhanced U.S. Equity Portfolios.  Each
Portfolio has a different investment objective.
 
  The net assets of the Account may not be less than the amount required under
state insurance law to provide for death benefits (without regard to the minimum
death benefit guarantee) and other policy benefits.  Additional assets are held
in JHVLICO's general account to cover the contingency that the guaranteed
minimum death benefit might exceed the death benefit which would have been
payable in the absence of such guarantee.
 
  The assets of the Account are the property of JHVLICO.  The portion of the
Account's assets applicable to the policies may not be charged with liabilities
arising out of any other business JHVLICO may conduct.
 
2. SIGNIFICANT ACCOUNTING POLICIES
 
ESTIMATES
 
  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.
 
VALUATION OF INVESTMENTS
 
  Investment in shares of the Fund and of M Fund are valued at the reported net
asset values of the respective Portfolios.  Investment transactions are recorded
on the trade date.  Dividend income is recognized on the ex-dividend date.
 Realized gains and losses on sales of Fund shares are determined on the basis
of identified cost.
 
FEDERAL INCOME TAXES
 
  The operations of the Account are included in the federal income tax return of
JHVLICO, which is taxed as a life insurance company under the Internal Revenue
Code.  JHVLICO has the right to charge the Account any federal income taxes, or
provision for federal income taxes, attributable to the operations of the
Account or to the policies

                                     43
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
NOTES TO FINANCIAL STATEMENTS--CONTINUED
 
2. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

funded in the Account.  Currently, JHVLICO does not make a charge for income or
other taxes.  Charges for state and local taxes, if any, attributable to the
Account may also be made.
 
EXPENSES
 
  JHVLICO assumes mortality and expense risks of the variable life insurance
policies for which asset charges are deducted at various rates ranging from .50%
to .625%, depending on the type of policy, of net assets (excluding policy
loans) of the Account.  In addition, a monthly charge at varying levels for the
cost of insurance is deducted from the net assets of the Account.
 
  JHVLICO makes certain deductions for administrative expenses and state premium
taxes from premium payments before amounts are transferred to the Account.
 
POLICY LOANS
 
  Policy loans represent outstanding loans plus accrued interest.  Interest is
accrued (net of a charge for policy loan administration determined at an annual
rate of .75% of the aggregate amount of policyholder indebtedness) and
compounded daily.  At December 31, 1997, there were no outstanding policy loans.
 
3. TRANSACTION WITH AFFILIATES
 
  John Hancock acts as the distributor, principal underwriter and investment
advisor for the Fund.
 
  Certain officers of the Account are officers and directors of JHVLICO, the
Fund or John Hancock.

                                     44
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
NOTES TO FINANCIAL STATEMENTS--CONTINUED

4. Details of Investments
 
  The details of the shares owned and cost and value of investments in the
Portfolios of the Fund and of M Fund at December 31, 1997 were as follows:
 
 
<TABLE>
<CAPTION>
                                           Shares
Subaccount                                  Owned       Cost          Value
- ----------                                 ------       ----          -----
<S>                                       <C>        <C>          <C>
Large Cap Growth  . . . . . . . . . . .   1,561,287  $31,151,210   $32,504,276
Sovereign Bond  . . . . . . . . . . . .   1,956,128   19,437,026    19,461,475
International Equities  . . . . . . . .     578,299    9,765,082     8,790,049
Small Cap Growth  . . . . . . . . . . .     220,819    2,380,918     2,504,952
International Balanced  . . . . . . . .     145,916    1,537,651     1,475,245
Mid Cap Growth  . . . . . . . . . . . .     303,110    3,122,126     3,614,752
Large Cap Value . . . . . . . . . . . .     382,482    4,887,145     5,190,146
Money Market  . . . . . . . . . . . . .   1,417,112   14,171,123    14,171,123
Mid Cap Value . . . . . . . . . . . . .     437,535    6,092,708     6,066,901
Special Opportunities . . . . . . . . .     574,138    9,030,644     8,833,185
Real Estate Equity  . . . . . . . . . .     263,435    3,978,788     4,191,379
Growth & Income . . . . . . . . . . . .   2,890,378   47,801,795    47,996,192
Managed . . . . . . . . . . . . . . . .   1,517,509   21,524,241    21,775,321
Short-Term U.S. Government  . . . . . .   1,237,301   12,488,078    12,476,155
Small Cap Value . . . . . . . . . . . .     320,361    3,977,470     3,972,890
International Opportunities . . . . . .     567,935    6,259,552     6,035,554
Equity Index  . . . . . . . . . . . . .   1,156,526   15,989,880    16,437,919
Strategic Bond  . . . . . . . . . . . .     158,189    1,632,599     1,620,281
Turner Core Growth  . . . . . . . . . .      75,183      966,293     1,014,974
Edinburgh International Equity  . . . .     234,598    2,374,907     2,336,598
Frontier Capital Appreciation . . . . .     361,461    5,756,467     5,392,998
Enhanced U.S. Equity  . . . . . . . . .      32,949      490,361       497,205
</TABLE>
 
 
                                     45
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
NOTES TO FINANCIAL STATEMENTS--CONTINUED
 
4. Details of Investments--Continued

  Purchases, including reinvestment of dividend distributions and proceeds from
sales of shares in the Portfolios of the Fund and of M Fund for the period ended
December 31, 1997, were as follows:
 
 
<TABLE>
<CAPTION>
Subaccount                                        Purchases       Sales
- ----------                                        ---------       -----
<S>                                              <C>          <C>
Large Cap Growth . . . . . . . . . . . . . . .   $20,094,623   $ 7,427,382
Sovereign Bond . . . . . . . . . . . . . . . .    21,367,667     7,236,163
International Equities . . . . . . . . . . . .     8,130,858     4,097,278
Small Cap Growth . . . . . . . . . . . . . . .     2,578,061       719,040
International Balanced . . . . . . . . . . . .     1,670,073       288,058
Mid Cap Growth . . . . . . . . . . . . . . . .     3,122,169       833,161
Large Cap Value  . . . . . . . . . . . . . . .     5,031,714     1,048,194
Money Market . . . . . . . . . . . . . . . . .    59,512,461    55,380,195
Mid Cap Value  . . . . . . . . . . . . . . . .     6,426,342       757,826
Special Opportunities  . . . . . . . . . . . .     8,664,245     5,585,165
Real Estate Equity . . . . . . . . . . . . . .     4,202,541     1,529,291
Growth & Income  . . . . . . . . . . . . . . .    37,713,543    18,206,825
Managed  . . . . . . . . . . . . . . . . . . .    17,294,008     7,922,497
Short-Term U.S. Government . . . . . . . . . .    13,060,114     3,988,519
Small Cap Value  . . . . . . . . . . . . . . .     4,303,961       728,601
International Opportunities  . . . . . . . . .     8,336,576     3,030,253
Equity Index . . . . . . . . . . . . . . . . .    22,483,862     8,314,485
Strategic Bond . . . . . . . . . . . . . . . .     1,944,789       579,743
Turner Core Growth . . . . . . . . . . . . . .       830,019       579,134
Edinburgh International Equity . . . . . . . .     2,552,366     1,131,429
Frontier Capital Appreciation  . . . . . . . .     9,434,861     5,293,298
Enhanced U.S. Equity . . . . . . . . . . . . .       561,076        74,892
</TABLE>
 
 
 
5. Impact of Year 2000 (Unaudited)
 
  The John Hancock Variable Life Account S, along with John Hancock Mutual Life
Insurance Company, its ultimate parent (together, John Hancock), have developed
a plan to modify or replace significant portions of the Account's computer
information and automated technologies so that its systems will function
properly with respect to the dates in the year 2000 and thereafter.  The Account
presently believes that with modifications to existing systems and conversions
to new technologies, the year 2000 will not pose significant operational
problems for its computer systems.  However, if certain modifications and
conversions are not made, or are not completed timely, the year 2000 issue could
have an adverse impact on the operations of the Account.
 
  John Hancock as early as 1994 had begun assessing, modifying and converting
the software related to its significant systems and has initiated formal
communications with its significant business partners and customers to determine
the extent to which John Hancock's interface systems are vulnerable to those
third parties' failure to remediate their own year 2000 issues.  While John
Hancock is developing alternative third party processing

                                     46
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE ACCOUNT S
 
NOTES TO FINANCIAL STATEMENTS--CONTINUED
 
5. Impact of Year 2000 (Unaudited)--Continued

arrangements as it deems appropriate, there is no guarantee that the systems of
other companies on which the Account's systems rely will be converted timely or
will not have an adverse effect on the Account's systems.
 
  The Account expects the project to be substantially complete by early 1999.
This completion target was derived utilizing numerous assumptions of future
events, including availability of certain resources and other factors. However,
there can be no guarantee that this completion target will be achieved.

                                     47
<PAGE>
 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Policyholders
John Hancock Variable Life Account S 
 of John Hancock Variable Life Insurance Company
 
We have audited the accompanying statement of assets and liabilities of John
Hancock Variable Life Account S (the Account) (comprising, respectively, the
Large Cap Growth, Sovereign Bond, International Equities, Small Cap Growth,
International Balanced, Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Special Opportunities, Real Estate Equity, Growth & Income, Managed,
Short-Term U.S. Government, Small Cap Value, International Opportunities, Equity
Index, Strategic Bond, Turner Core Growth, Edinburgh International Equity,
Frontier Capital Appreciation and Enhanced U.S. Equity Subaccounts) as of
December 31, 1997, and the related statements of operations, and statements of
changes in net assets for each of the periods indicated therein.  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. 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 each of the respective
subaccounts constituting John Hancock Variable Life Account S at December 31,
1997, and the results of their operations and the changes in their net assets
for each of the periods indicated, in conformity with generally accepted
accounting principles.
 
 
                                                               Ernst & Young LLP
 
Boston, MA
 
February 6, 1998

                                     48
<PAGE>
 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
To the Directors and Policyholders
John Hancock Variable Life Insurance Company
 
We have audited the accompanying statutory-basis statements of financial
position of John Hancock Variable Life Insurance Company as of December 31, 1997
and 1996, and the related statutory-basis statements of operations and
unassigned deficit and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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.
 
As described in Note 1 to the financial statements, the Company presents its
financial statements in conformity with accounting practices prescribed or
permitted by the Commonwealth of Massachusetts Division of Insurance, which
practices differ from generally accepted accounting principles. The variances
between such practices and generally accepted accounting principles also are
described in Note 1. The effects on the financial statements of these variances
are not reasonably determinable but are presumed to be material.
 
In our opinion, because of the effects of the matter described in the preceding
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of John Hancock Variable Life Insurance Company at December 31, 1997 and 1996,
or the results of its operations or its cash flows for the years then ended.
 
Also, in our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of John Hancock Variable Life
Insurance Company at December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance.
 
                                                               Ernst & Young LLP
 
Boston, MA
 
February 18, 1998
 
                                      49
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
                                                             December 31
                                                         ---------------------
                                                            1997        1996
                                                            ----        ----
                                                            (In millions)
<S>                                                      <C>        <C>
ASSETS
Bonds--Note 6  . . . . . . . . . . . . . . . . . . . .   $1,092.7    $  753.5
Preferred stocks . . . . . . . . . . . . . . . . . . .       17.2         9.6
Common stocks  . . . . . . . . . . . . . . . . . . . .        2.3         1.4
Investment in affiliates . . . . . . . . . . . . . . .       79.1        72.0
Mortgage loans on real estate--Note 6  . . . . . . . .      273.9       212.1
Real estate  . . . . . . . . . . . . . . . . . . . . .       39.9        38.8
Policy loans . . . . . . . . . . . . . . . . . . . . .      106.8        80.8
Cash items:
  Cash in banks  . . . . . . . . . . . . . . . . . . .       83.1        26.7
  Temporary cash investments . . . . . . . . . . . . .       60.1         5.2
                                                         --------    --------
                                                            143.2        31.9
Premiums due and deferred  . . . . . . . . . . . . . .       33.8        36.8
Investment income due and accrued  . . . . . . . . . .       24.7        22.6
Other general account assets . . . . . . . . . . . . .       16.8        17.8
Assets held in separate accounts . . . . . . . . . . .    4,691.1     3,290.5
                                                         --------    --------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . .   $6,521.5    $4,567.8
                                                         ========    ========
OBLIGATIONS AND STOCKHOLDER'S EQUITY
OBLIGATIONS
  Policy reserves  . . . . . . . . . . . . . . . . . .   $1,124.3    $  877.8
  Federal income and other taxes payable--Note 1 . . .       36.1        29.4
  Other accrued expenses . . . . . . . . . . . . . . .      335.1        75.1
  Asset valuation reserve--Note 1  . . . . . . . . . .       18.6        16.6
  Obligations related to separate accounts . . . . . .    4,685.7     3,285.8
                                                         --------    --------
TOTAL OBLIGATIONS  . . . . . . . . . . . . . . . . . .    6,199.8     4,284.7
STOCKHOLDER'S EQUITY
  Common Stock, $50 par value; authorized 50,000
    shares;
    issued and outstanding 50,000 shares . . . . . . .        2.5         2.5
  Paid-in capital  . . . . . . . . . . . . . . . . . .      377.5       377.5
Unassigned deficit . . . . . . . . . . . . . . . . . .      (58.3)      (96.9)
                                                         --------    --------
TOTAL STOCKHOLDER'S EQUITY . . . . . . . . . . . . . .      321.7       283.1
                                                         --------    --------
TOTAL OBLIGATIONS AND STOCKHOLDER'S EQUITY . . . . . .   $6,521.5    $4,567.8
                                                         ========    ========
</TABLE>
 
The accompanying notes are an integral part of the statutory-basis financial 
statements.

 
                                     50
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
STATUTORY-BASIS STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT
 
<TABLE>
<CAPTION>
                                                     Year ended December 31
                                                     -----------------------
                                                        1997          1996
                                                        ----          ----
                                                          (In millions)
<S>                                                  <C>          <C>
INCOME
  Premiums . . . . . . . . . . . . . . . . . . . .    $  872.7      $  820.6
  Net investment income--Note 3  . . . . . . . . .        89.7          76.1
  Other, net . . . . . . . . . . . . . . . . . . .       420.1         406.0
                                                      --------      --------
                                                       1,382.5       1,302.7
BENEFITS AND EXPENSES
  Payments to policyholders and beneficiaries  . .       264.0         236.1
  Additions to reserves to provide for future
    payments to policyholders and beneficiaries  .       814.2         790.1
  Expenses of providing service to policyholders
    and obtaining new insurance--Note 5. . . . . .       216.2         183.8
  State and miscellaneous taxes  . . . . . . . . .        19.1          17.3
                                                      --------      --------
                                                       1,313.5       1,227.3
                                                      --------      --------
     GAIN FROM OPERATIONS BEFORE FEDERAL INCOME
      TAXES AND NET REALIZED CAPITAL LOSSES  . . .        69.0          75.4
Federal income taxes--Note 1                              38.5          38.6
                                                      --------      --------
     GAIN FROM OPERATIONS BEFORE NET REALIZED
      CAPITAL LOSSES . . . . . . . . . . . . . . .        30.5          36.8
Net realized capital losses--Note 4  . . . . . . .        (3.0)         (1.5)
                                                      --------      --------
     NET INCOME  . . . . . . . . . . . . . . . . .        27.5          35.3
Unassigned deficit at beginning of year  . . . . .       (96.9)       (131.3)
Net unrealized capital gains and other
 adjustments--Note 4 . . . . . . . . . . . . . . .         5.0           2.5
Other reserves and adjustments . . . . . . . . . .         6.1          (3.4)
                                                      --------      --------
     UNASSIGNED DEFICIT AT END OF YEAR . . . . . .    $  (58.3)     $  (96.9)
                                                      ========      ========
</TABLE>
 
 
 
The accompanying notes are an integral part of the statutory-basis financial
statements.

                                     51
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
STATUTORY-BASIS STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                     Year ended December 31
                                                     -----------------------
                                                        1997          1996
                                                        ----          ----
                                                          (In millions)
<S>                                                  <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Insurance premiums . . . . . . . . . . . . . . .    $ 877.0       $ 824.2
  Net investment income  . . . . . . . . . . . . .       89.9          73.4
  Benefits to policyholders and beneficiaries  . .     (245.2)       (212.7)
  Dividends paid to policyholders  . . . . . . . .      (18.7)        (15.7)
  Insurance expenses and taxes . . . . . . . . . .     (250.2)       (196.6)
  Net transfers to separate accounts . . . . . . .     (703.2)       (524.2)
  Other, net . . . . . . . . . . . . . . . . . . .      379.9         386.7
                                                      -------       -------
     NET CASH PROVIDED FROM OPERATIONS . . . . . .      129.5         335.1
                                                      -------       -------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Bond purchases . . . . . . . . . . . . . . . . .     (621.6)       (489.9)
  Bond sales . . . . . . . . . . . . . . . . . . .      197.3         228.3
  Bond maturities and scheduled redemptions  . . .       34.1          27.8
  Bond prepayments . . . . . . . . . . . . . . . .       51.6          31.9
  Stock purchases  . . . . . . . . . . . . . . . .      (15.7)         (6.5)
  Proceeds from stock sales  . . . . . . . . . . .        6.7           0.4
  Real estate purchases  . . . . . . . . . . . . .       (1.3)        (10.5)
  Real estate sales  . . . . . . . . . . . . . . .        0.4           8.5
  Other invested assets purchases  . . . . . . . .       (1.0)          0.0
  Proceeds from the sale of other invested assets         0.3           1.5
  Mortgage loans issued  . . . . . . . . . . . . .      (94.5)        (84.4)
  Mortgage loan repayments . . . . . . . . . . . .       32.4          17.7
  Other, net . . . . . . . . . . . . . . . . . . .      393.1        (104.6)
                                                      -------       -------
     NET CASH USED IN INVESTING ACTIVITIES . . . .      (18.2)       (379.8)
                                                      -------       -------
INCREASE (DECREASE) IN CASH AND TEMPORARY CASH
 INVESTMENTS . . . . . . . . . . . . . . . . . . .      111.3         (44.7)
Cash and temporary cash investments at beginning of
 year. . . . . . . . . . . . . . . . . . . . . . .       31.9          76.6
                                                      -------       -------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR    $ 143.2       $  31.9
                                                      =======       =======
</TABLE>
 
 
 
The accompanying notes are an integral part of the statutory-basis financial
statements.

                                     52
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES
 
John Hancock Variable Life Insurance Company (the Company) is a wholly-owned
subsidiary of John Hancock Mutual Life Insurance Company (John Hancock). The
Company, domiciled in the Commonwealth of Massachusetts, principally writes
variable and universal life insurance policies. Those policies primarily are
marketed through John Hancock's sales organization, which includes a career
agency system composed of company-owned, unionized branch offices and
independent general agencies. Policies also are sold through various
unaffiliated securities broker-dealers and certain other financial institutions.
Currently, the Company writes business in all states except New York.
 
The preparation of financial statements requires management to make estimates
and assumptions that affect amounts reported in the financial statements and
accompanying notes. Such estimates and assumptions could change in the future as
more information becomes known, which could impact the amounts reported and
disclosed herein.
 
Basis of Presentation: The financial statements have been prepared using
accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance and in conformity with the practices of the
National Association of Insurance Commissioners (NAIC), which practices differ
from generally accepted accounting principles (GAAP).
 
The significant differences from GAAP include: (1) policy acquisition costs are
charged to expense as incurred rather than deferred and amortized over the
related premium-paying period; (2) policy reserves are based on statutory
mortality, morbidity, and interest requirements without consideration of
withdrawals and Company experience; (3) certain assets designated as
"nonadmitted assets" are excluded from the balance sheet by direct charges to
surplus; (4) reinsurance recoverables are netted against reserves and claim
liabilities rather than reflected as an asset; (5) bonds held as available for
sale are recorded at amortized cost or market value as determined by the NAIC
rather than at fair value; (6) an Asset Valuation Reserve and Interest
Maintenance Reserve as prescribed by the NAIC are not calculated under GAAP.
Under GAAP, realized capital gains and losses are reported in the income
statement on a pretax basis as incurred and investment valuation allowances are
provided when there has been a decline in value deemed other than temporary; (7)
investments in affiliates are carried at their net equity value with changes in
value being recorded directly to unassigned deficit rather than consolidated in
the financial statements; (8) no provision is made for the deferred income tax
effects of temporary differences between book and tax basis reporting; and (9)
certain items, including modifications to required policy reserves resulting
from changes in actuarial assumptions or increased benefits, are recorded
directly to unassigned deficit rather than being reflected in income. The
effects of the foregoing variances from GAAP have not been determined but are
presumed to be material.
 
The significant accounting practices of the Company are as follows:
 
Pending Statutory Standards: The NAIC currently is in the process of recodifying
statutory accounting practices, the result of which is expected to constitute
the only source of prescribed statutory accounting practices. Accordingly, that
project, which is expected to be approved by the NAIC in 1998 will likely
change, to some extent, prescribed statutory accounting practices, and may
result in changes to the accounting practices that the Company uses to prepare
its statutory-basis financial statements. The impact of any such changes on the
Company's unassigned deficit is not expected to be material.

                                     53
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
 
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

Revenues and Expenses: Premium revenues are recognized over the premium-paying
period of the policies whereas expenses, including the acquisition costs of new
business, are charged to operations as incurred and policyholder dividends are
provided as paid or accrued.
 
Cash and Temporary Cash Investments: Cash includes currency on hand and demand
deposits with financial institutions. Temporary cash investments are short-term,
highly-liquid investments both readily convertible to known amounts of cash and
so near maturity that there is insignificant risk of changes in value because of
changes in interest rates.
 
Valuation of Assets: General account investments are carried at amounts
determined on the following bases:
 
  Bond and stock values are carried as prescribed by the NAIC; bonds generally
  at amortized amounts or cost, preferred stocks generally at cost and common
  stocks at fair value. The discount or premium on bonds is amortized using the
  interest method.
 
  Investments in affiliates are included on the statutory equity method.
 
  Goodwill is amortized on a straight-line basis over a ten year period.
 
  Mortgage loans are carried at outstanding principal balance or amortized cost.
 
  Investment real estate is carried at depreciated cost, less encumbrances.
  Depreciation on investment real estate is recorded on a straight-line basis.
  Accumulated depreciation amounted to $2.1 million in 1997 and $1.2 million in
  1996.
 
  Real estate acquired in satisfaction of debt and held for sale is carried at
  the lower of cost or market as of the date of foreclosure.
 
  Policy loans are carried at outstanding principal balance, not in excess of
  policy cash surrender value.
 
Asset Valuation and Interest Maintenance Reserves: The Asset Valuation Reserve
(AVR) is computed in accordance with the prescribed NAIC formula and represents
a provision for possible fluctuations in the value of bonds, equity securities,
mortgage loans, real estate and other invested assets. Changes to the AVR are
charged or credited directly to the unassigned deficit.
 
The Company also records the NAIC prescribed Interest Maintenance Reserve (IMR)
that represents that portion of the after tax net accumulated unamortized
realized capital gains and losses on sales of fixed income securities,
principally bonds and mortgage loans, attributable to changes in the general
level of interest rates. Such gains and losses are deferred and amortized into
income over the remaining expected lives of the investments sold. At December
31, 1997, the IMR, net of 1997 amortization of $1.2 million, amounted to $7.8
million, which is included in policy reserves. The corresponding 1996 amounts
were $1.2 million and $5.9 million, respectively.
 
Goodwill: The excess of cost over the statutory book value of the net assets of
life insurance business acquired was $13.1 million and $15.1 million at December
31, 1997 and 1996, respectively, and generally is amortized over a ten-year
period using a straight-line method.
 
Accumulated amortization was $8.8 million and $6.7 million at December 31, 1997
and 1996, respectively.

                                     54
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
 
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

Separate Accounts: Separate account assets and liabilities reported in the
accompanying statements of financial position represent funds that are
separately administered, principally for variable life insurance policies, and
for which the contractholder, rather than the Company, generally bears the
investment risk. Separate account obligations are intended to be satisfied from
separate account assets and not from assets of the general account. Separate
accounts generally are reported at fair value. The operations of the separate
accounts are not included in the statement of operations; however, income earned
on amounts initially invested by the Company in the formation of new separate
accounts is included in other income.
 
Fair Value Disclosure of Financial Instruments: Statement of Financial
Accounting Standards (SFAS) No. 107, "Disclosure about Fair Value of Financial
Instruments," requires disclosure of fair value information about certain
financial instruments, whether or not recognized in the statement of financial
position, for which it is practicable to estimate the value. In situations where
quoted market prices are not available, fair values are based on estimates using
present value or other valuation techniques. SFAS No. 107 excludes certain
financial instruments and all nonfinancial instruments from its disclosure
requirements. Therefore, the aggregate fair value amounts presented do not
represent the underlying value of the Company. See Note 11.
 
The methods and assumptions utilized by the Company in estimating its fair value
disclosures for financial instruments are as follows:
 
  The carrying amounts reported in the statement of financial position for cash
  and temporary cash investments approximate their fair values.
 
  Fair values for public bonds are obtained from an independent pricing service.
  Fair values for private placement securities and publicly traded bonds not
  provided by the independent pricing service are estimated by the Company by
  discounting expected future cash flows using current market rates applicable
  to the yield, credit quality and maturity of the investments.
 
  The fair values for common and preferred stocks, other than its subsidiary
  investments, which are carried at equity values, are based on quoted market
  prices.
 
  The fair value of interest rate swaps and currency rate swaps is estimated
  using a discounted cash flow method adjusted for the difference between the
  rate of the existing swap and the current swap market rate. Discounted cash
  flows in foreign currencies are converted to U.S. dollars using current
  exchange rates.
 
  The fair value for mortgage loans is estimated using discounted cash flow
  analyses using interest rates adjusted to reflect the credit characteristics
  of the underlying loans. Mortgage loans with similar characteristics and
  credit risks are aggregated into qualitative categories for purposes of the
  fair value calculations.
 
  The carrying amount in the statement of financial position for policy loans
  approximates their fair value.
 
  The fair value for outstanding commitments to purchase long-term bonds and
  issue real estate mortgages is estimated using a discounted cash flow method
  incorporating adjustments for the difference in the level of interest rates
  between the dates the commitments were made and December 31, 1997. The fair
  value for commitments to purchase real estate approximates the amount of the
  initial commitment.

                                     55
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
 
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

Capital Gains and Losses: Realized capital gains and losses are determined using
the specific identification basis. Realized capital gains and losses, net of
taxes and amounts transferred to the IMR, are included in net gain or loss.
Unrealized gains and losses, which consist of market value and book value
adjustments, are shown as adjustments to the unassigned deficit.
 
Policy Reserves: Life reserves are developed by actuarial methods and are
determined based on published tables using statutorily specified interest rates
and valuation methods that will provide, in the aggregate, reserves that are
greater than or equal to the minimum or guaranteed policy cash values or the
amounts required by the Commonwealth of Massachusetts Division of Insurance.
Reserves for variable life insurance policies are maintained principally on the
modified preliminary term method using the 1958 and 1980 Commissioner's Standard
Ordinary (CSO) mortality tables, with an assumed interest rate of 4% for
policies issued prior to May 1, 1983 and 41/2% for policies issued on or
thereafter. Reserves for single premium policies are determined by the net
single premium method using the 1958 CSO mortality table, with an assumed
interest rate of 4%. Reserves for universal life policies issued prior to 1985
are equal to the gross account value which at all times exceeds minimum
statutory requirements. Reserves for universal life policies issued from 1985
through 1988 are maintained at the greater of the Commissioner's Reserve
Valuation Method (CRVM) using the 1958 CSO mortality table, with 41/2% interest
or the cash surrender value. Reserves for universal life policies issued after
1988 and for flexible variable policies are maintained using the greater of the
cash surrender value or the CRVM method with the 1980 CSO mortality table and
51/2% interest for policies issued from 1988 through 1992; 5% interest for
policies issued in 1993 and 1994; and 41/2% interest for policies issued in 1995
through 1997.
 
Federal Income Taxes: Federal income taxes are reported in the financial
statements based on amounts determined to be payable as a result of operations
within the current accounting period. The operations of the Company are
consolidated with John Hancock in filing a consolidated federal income tax
return for the affiliated group. The federal income taxes of the Company are
allocated on a separate return basis with certain adjustments. The Company made
payments of $29.6 million in 1997 and $33.5 million in 1996.
 
Income before taxes differs from taxable income principally due to tax-exempt
investment income, the limitation placed on the tax deductibility of
policyholder dividends, accelerated depreciation, differences in policy reserves
for tax return and financial statement purposes, capitalization of policy
acquisition expenses for tax purposes and other adjustments prescribed by the
Internal Revenue Code.
 
Adjustments to Policy Reserves: From time to time, the Company finds it
appropriate to modify certain required policy reserves because of changes in
actuarial assumptions or increased benefits. Reserve modifications resulting
from such determinations are recorded directly to stockholder's equity. During
1997, the Company refined certain assumptions inherent in the calculation of
reserves related to AIDS claims under individual life policies resulting in a
$6.4 million increase in stockholder's equity at December 31, 1997.
 
Reinsurance: Premiums, commissions, expense reimbursements, benefits and
reserves related to reinsured business are accounted for on bases consistent
with those used in accounting for the original policies issued and the terms of
the reinsurance contracts. Premiums ceded to other companies have been reported
as a reduction of

                                     56
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
 
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

premium income. Amounts applicable to reinsurance ceded for future policy
benefits, unearned premium reserves and claim liabilities have been reported as
reductions of these items.
 
NOTE 2--ACQUISITION
 
On June 23, 1993, the Company acquired all of the outstanding shares of stock of
Colonial Penn Annuity and Life Insurance Company (CPAL) from Colonial Penn Life
Insurance Company for an aggregate purchase price of approximately $42.5
million. At the date of acquisition, assets of CPAL were approximately $648.5
million, consisting principally of cash and temporary cash investments and
liabilities were approximately $635.2 million, consisting principally of
reserves related to a block of interest sensitive single-premium whole life
insurance business assumed by CPAL from Charter National Life Insurance Company
(Charter). The purchase price includes contingent payments of up to
approximately $7.3 million payable between 1994 and 1998 based on the actual
lapse experience of the business in force on June 23, 1993. The Company made
contingent payments to CPAL of $1.5 million during each of 1997 and 1996.
Unamortized goodwill at December 31, 1997 was $13.1 million and is being
amortized over ten years on a straight-line basis.
 
On June 24, 1993, the Company contributed $24.6 million in additional capital to
CPAL. CPAL was renamed John Hancock Life Insurance Company of America (JHLICOA)
on July 7, 1993. JHLICOA manages the business assumed from Charter and does not
currently issue new business.
 
NOTE 3--NET INVESTMENT INCOME
 
Investment income has been reduced by the following amounts:
 
 
<TABLE>
<CAPTION>
                                                         1997   1996
                                                         ----   ----
                                                        (In millions)
<S>                                                      <C>    <C>
Investment expenses  . . . . . . . . . . . . . . . . .   $5.0   $7.0
Interest expense . . . . . . . . . . . . . . . . . . .    0.7    0.0
Depreciation expense . . . . . . . . . . . . . . . . .    1.1    0.9
Investment taxes . . . . . . . . . . . . . . . . . . .    0.4    0.5
                                                         ----   ----
                                                         $7.2   $8.4
                                                         ====   ====
</TABLE>
 
 
 
NOTE 4--NET CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS
 
Net realized capital losses consist of the following items:
 
 
<TABLE>
<CAPTION>
                                                       1997     1996
                                                       ----     ----
                                                      (In millions)
<S>                                                   <C>      <C>
Net gains (losses) from asset sales . . . . . . . .   $ 0.8    $(0.2)
Capital gains tax . . . . . . . . . . . . . . . . .    (0.7)    (1.0)
Net capital gains transferred to IMR  . . . . . . .    (3.1)    (0.3)
                                                      -----    -----
Realized Capital Losses . . . . . . . . . . . . . .   $(3.0)   $(1.5)
                                                      =====    =====
</TABLE>
 
 
                                     57
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
 
NOTE 4--NET CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS--CONTINUED

Net unrealized capital gains and other adjustments consist of the following
items:
 
 
<TABLE>
<CAPTION>
                                                      1997     1996
                                                      ----     ----
                                                      (In millions)
<S>                                                   <C>      <C>
Net gains from changes in security values and book
 value adjustments  . . . . . . . . . . . . . . . .   $ 7.0    $ 3.7
Increase in asset valuation reserve . . . . . . . .    (2.0)    (1.2)
                                                      -----    -----
Net Unrealized Capital Gains and Other Adjustments    $ 5.0    $ 2.5
                                                      =====    =====
</TABLE>
 
 
 
NOTE 5--TRANSACTIONS WITH PARENT
 
The Company's Parent provides the Company with personnel, property and
facilities in carrying out certain of its corporate functions. The Parent
annually determines a fee for these services and facilities based on a number of
criteria which were revised in 1997 and 1996 to reflect continuing changes in
the Company's operations. The amount of the service fee charged to the Company
was $123.6 million and $111.7 million in 1997 and 1996, respectively, which has
been included in insurance and investment expenses. The Parent has guaranteed
that, if necessary, it will make additional capital contributions to prevent the
Company's stockholder's equity from declining below $1.0 million.
 
The service fee charged to the Company by the Parent includes $0.9 million and
$1.6 million in 1997 and 1996, respectively, representing the portion of the
provision for retiree benefit plans determined under the accrual method,
including a provision for the 1993 transition liability which is being amortized
over twenty years, that was allocated to the Company.
 
The Company has a modified coinsurance agreement with John Hancock to reinsure
50% of 1994 through 1997 issues of flexible premium variable life insurance and
scheduled premium variable life insurance policies. In connection with this
agreement, John Hancock transferred $22.0 million and $24.5 million of cash for
tax, commission, and expense allowances to the Company, which increased the
Company's net gain from operations by $10.1 million and $15.7 million in 1997
and 1996, respectively.
 
The Company has a modified coinsurance agreement with John Hancock to reinsure
50% of 1995 through 1997 issues of certain retail annuity contracts
(Independence Preferred and Declaration). In connection with this agreement, the
Company made a net cash payment of $1.1 million and received a net cash payment
of $35.0 million for surrender benefits, tax, reserve increase, commission,
expense allowances and premium. This agreement increased the Company's net gain
from operations by $9.8 million and $15.1 million and in 1997 and 1996,
respectively.
 
Effective January 1, 1997, the Company entered into a stop-loss agreement with
John Hancock to reinsure mortality claims in excess of 110% of expected
mortality claims in 1997 for all policies that are not reinsured under any other
indemnity agreement. In connection with the agreement, John Hancock transferred
$2.4 million of cash for mortality claims to the Company, which increased the
Company's net gain from operations by $1.3 million.

                                     58
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS
 
The statement value and fair value of bonds are shown below:
 
 
<TABLE>
<CAPTION>
                                               Gross       Gross
                                  Statement  Unrealized  Unrealized     Fair
Year ended December 31, 1997        Value      Gains       Losses      Value
- ----------------------------      ---------  ----------  ----------    ----- 
                                                 (In millions)
<S>                               <C>        <C>         <C>         <C>
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies  . .   $  254.5     $ 0.2        $0.1      $  254.6
Obligations of states and
 political subdivisions . . . .       12.1       1.0         0.0          13.1
Debt securities issued by
 foreign governments  . . . . .        0.2       0.0         0.0           0.2
Corporate securities  . . . . .      712.7      43.9         2.7         753.9
Mortgage-backed securities  . .      113.2       3.5         0.0         116.7
                                  --------     -----        ----      --------
Total bonds . . . . . . . . . .   $1,092.7     $48.6        $2.8      $1,138.5
                                  ========     =====        ====      ========
<CAPTION>





                                               Gross       Grossss
                                  Statement  Unrealized  Unrealized     Fair 
Year ended December 31, 1996        Value      Gains       Losses      Value 
- ----------------------------      ---------  ----------  ----------    ----- 
                                               (In millions)
<S>                               <C>        <C>         <C>          <C>
U.S. Treasury securities and
 obligations of U.S.
 government corporations and
 agencies. . . . . . . . . . .    $   44.4     $ 0.2        $0.2      $   44.4
Obligations of states and                                              
 political subdivisions. . . .        12.6       0.4         0.0          13.0
Debt securities issued by                                              
 foreign governments . . . . .         0.8       0.1         0.0           0.9
Corporate securities . . . . .       623.2      29.8         3.4         649.6
Mortgage-backed securities . .        72.5      10.2         0.1          82.6
                                  --------     -----        ----      --------
Total bonds  . . . . . . . . .    $  753.5     $40.7        $3.7      $  790.5
                                  ========     =====        ====      ========
</TABLE>
 
The statement value and fair value of bonds at December 31, 1997, by contractual
maturity, are shown below.  Maturities will differ from contractual maturities
because eligible borrowers may exercise their right to call or prepay
obligations with or without call or prepayment penalties.
 
<TABLE>
<CAPTION>
                                                          Statement     Fair
                                                            Value      Value
                                                          ---------    -----
                                                             (In millions)
<S>                                                       <C>        <C>
Due in one year or less . . . . . . . . . . . . . . . .   $   89.1    $   90.7
Due after one year through five years . . . . . . . . .      466.8       477.0
Due after five years through ten years  . . . . . . . .      284.2       299.2
Due after ten years . . . . . . . . . . . . . . . . . .      139.4       154.9
                                                          --------    --------
                                                             979.5     1,021.8
Mortgage-backed securities  . . . . . . . . . . . . . .      113.2       116.7
                                                          --------    --------
                                                          $1,092.7    $1,138.5
                                                          ========    ========
</TABLE>
 
Gross gains of $1.1 million in 1997 and $1.3 million in 1996 and gross losses of
$4.5 million in 1997 and $2.1 million in 1996 were realized from the sale of
bonds.

                                     59
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
 
NOTE 6--INVESTMENTS--CONTINUED

At December 31, 1997, bonds with an admitted asset value of $3.6 million were on
deposit with state insurance departments to satisfy regulatory requirements.
 
The cost of common stocks was $0.0 million at December 31, 1997 and 1996,
respectively.  Gross unrealized appreciation on common stocks totaled $2.3
million, and gross unrealized depreciation totaled $0.0 million at December 31,
1997.  The fair value of preferred stock totaled $17.2 million at December 31,
1997 and $9.6 million at December 31, 1996.
 
Bonds with amortized cost of $2.0 million were nonincome producing for the
twelve months ended December 31, 1997.
 
At December 31, 1997, the mortgage loan portfolio was diversified by geographic
region and specific collateral property type as displayed below.  The Company
controls credit risk through credit approvals, limits and monitoring procedures.
 
 
<TABLE>
<CAPTION>
                          Statement          Geographic            Statement
    Property Type           Value           Concentration            Value
    -------------         ---------         -------------          ---------
                        (In millions)                            (In millions)
<S>                     <C>            <C>                      <C>
Apartments. . . . . .      $104.1      East North Central . .       $ 32.7
Hotels. . . . . . . .         3.8      Middle Atlantic  . . .         11.3
Industrial. . . . . .        51.3      Mountain . . . . . . .         17.9
Office buildings  . .        32.2      New England  . . . . .         35.8
Retail. . . . . . . .        33.2      Pacific  . . . . . . .         64.2
Agricultural. . . . .        38.8      South Atlantic . . . .         67.9
Other . . . . . . . .        10.5      West North Central . .          2.5
                                       West South Central . .         41.6
                           ------                                   ------
                           $273.9                                   $273.9
                           ======                                   ======
</TABLE>
 
At December 31, 1997, the fair values of the commercial and agricultural
mortgage loans portfolios were $243.8 million and $42.0 million, respectively.
The corresponding amounts as of December 31, 1996 were approximately $189.0
million and $30.4 million, respectively.
 
The maximum and minimum lending rates for mortgage loans during 1997 were 10.49%
and 8.14% for agricultural loans and 8.53% and 7.42% for other properties.
Generally, the maximum percentage of any loan to the value of security at the
time of the loan, exclusive of insured, guaranteed or purchase money mortgages,
is 75%.  For city mortgages, fire insurance is carried on all commercial and
residential properties at least equal to the excess of the loan over the maximum
loan which would be permitted by law on the land without the building, except as
permitted by regulations of the Federal Housing Commission on loans fully
insured under the provisions of the National Housing Act.  For agricultural
mortgage loans, fire insurance is not normally required on land based loans
except in those instances where a building is critical to the farming operation.
Fire insurance is required on all agri-business facilities in an aggregate
amount equal to the loan balance.

                                     60
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE
 
The Company cedes business to reinsurers to share risks under variable life,
universal life and flexible variable life insurance policies for the purpose of
reducing exposure to large losses.  Premiums, benefits and reserves ceded to
reinsurers in 1997 were $427.4 million, $18.3 million, and $10.1 million,
respectively.  The corresponding amounts in 1996 were $384.3 million, $9.9
million, and $12.1 million, respectively.
 
Reinsurance ceded contracts do not relieve the Company from its obligations to
policyholders.  The Company remains liable to its policyholders for the portion
reinsured to the extent that any reinsurer does not meet its obligations for
reinsurance ceded to it under the reinsurance agreements.  Failure of the
reinsurers to honor their obligations could result in losses to the Company;
consequently, estimates are established for amounts deemed or estimated to be
uncollectible.  To minimize its exposure to significant losses from reinsurance
insolvencies, the Company evaluates the financial condition of its reinsurers
and monitors concentration of credit risk arising from similar characteristics
of the reinsurer.
 
Neither the Company, nor any of its related parties, control, either directly or
indirectly, any external reinsurers with which the Company conducts business.
No policies issued by the Company have been reinsured with a foreign company
which is controlled, either directly or indirectly, by a party not primarily
engaged in the business of insurance.
 
The Company has not entered into any reinsurance agreements in which the
reinsurer may unilaterally cancel any reinsurance for reasons other than
nonpayment of premiums or other similar credits.  The Company does not have any
reinsurance agreements in effect in which the amount of losses paid or accrued
through December 31, 1997 would result in a payment to the reinsurer of amounts
which, in the aggregate and allowing for offset of mutual credits from other
reinsurance agreements with the same reinsurer, exceed the total direct premiums
collected under the reinsured policies.
 
NOTE 8--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
 
The Company utilizes a variety of off-balance sheet financial instruments as
part of its efforts to hedge and manage fluctuations in the market value of its
investment portfolio attributable to changes in general interest rate levels and
to manage duration mismatch of assets and liabilities.  Those instruments
include swaps, caps, and future contracts.
 
The Company enters into interest rate swap contracts for the purpose of
converting the interest rate characteristics (fixed or variable) of certain
investments to match those of related insurance liabilities.  Maturities of
current agreements range through 2011.  These swaps involve, to varying degrees,
interest rate risk in excess of amounts recognized in the statement of financial
position.
 
The Company enters into interest rate cap contracts to manage exposure on
underlying security values due to a rise in interest rates.  Maturities of
current agreements range through 2007.
 
The Company also uses financial futures contracts to hedge public bonds intended
for future sale in order to lock in the market value at the date of contract.
The Company is subject to the risks associated with changes in the value of the
underlying securities; however, such changes in value generally are offset by
changes in the value of the hedged items.  The contract or notional amounts of
the contracts represent the extent of the Company's involvement

                                     61
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED
 
NOTE 8--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK--CONTINUED

but not in the future cash requirements, as the Company intends to close the
open positions prior to settlement.  Net deferred losses on financial contracts
were $2.8 million and $0.0 million at December 31, 1997 and 1996, respectively.
 
The Company enters into currency rate swap agreements to manage exposure to
foreign exchange rate fluctuations.  Maturities of current agreements range
through 2009.  Should the counterparty fail to meet the terms of the contract,
the Company's market risk is limited to the currency rate differential.
 
The contract or notional amount of the foregoing financial instruments, which
indicates the Company's involvement and in certain instances, maximum credit
risk related to those instruments, is as follows:
 
<TABLE>
<CAPTION>
                                                          December 31
                                                     ----------------------
                                                        1997      1996
                                                        ----      ----
                                                         (In millions)
<S>                                                    <C>       <C>
Futures contracts to sell securities . . . . . . . .   $  40.8   $ 73.0
                                                       =======   ======
Notional amount of interest rate swaps, currency rate    
 swaps, and interest rate caps to:                       
  Receive variable rates . . . . . . . . . . . . . .   $ 323.7   $215.9
                                                       =======   ======
  Receive fixed rates  . . . . . . . . . . . . . . .   $  25.0   $ 26.6
                                                       =======   ======
</TABLE>
 
The Company's exposure to credit risk is the risk of loss from a counterparty
failing to perform according to the terms of the contract. The Company
continually monitors its positions and the credit ratings of the counterparties
to these financial instruments.  To limit exposure associated with counterparty
nonperformance on interest rate and currency agreements, the Company enters into
master netting agreements with its counterparties.  The Company believes the
risk of incurring losses due to nonperformance by its counterparties is remote
and that such losses, if any, would not be material.
 
Based on the market rates in effect at December 31, 1997, the Company's interest
rate swaps, currency rate swaps and interest rate caps represented (assets)
liabilities to the Company with fair values of $7.8 million, $2.1 million and
$(1.4) million, respectively.  The corresponding amounts as of December 31, 1996
were $2.3 million, $(8.2) million, and $(2.0) million, respectively.  The fair
values of the swap agreements are not recognized in the financial statements.

                                     62
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 9--POLICY RESERVES, POLICYHOLDERS' AND BENEFICIARIES' FUNDS AND OBLIGATIONS
        RELATED TO SEPARATE ACCOUNTS
 
The Company's annuity reserves and deposit fund liabilities that are subject to
discretionary withdrawal, with and without adjustment, are summarized as
follows:
 
 
<TABLE>
<CAPTION>
                                                   December 31, 1997   Percent
                                                   -----------------   -------
                                                     (In millions)
<S>                                                <C>                <C>
Subject to discretionary withdrawal (with
 adjustment)
With market value adjustment . . . . . . . . . .       $    0.4          0.0%
At book value less surrender charge  . . . . . .          970.3         88.7
                                                       --------        -----
Total with adjustment  . . . . . . . . . . . . .          970.7         88.7
Subject to discretionary withdrawal at book value
 (without adjustment)  . . . . . . . . . . . . .          118.9         10.9
Not subject to discretionary withdrawal--general
 account . . . . . . . . . . . . . . . . . . . .            4.1          0.4
                                                       --------        -----
Total annuity reserves and deposit liabilities .       $1,093.7        100.0%
                                                       ========        =====
</TABLE>
 
NOTE 10--COMMITMENTS AND CONTINGENCIES
 
The Company has extended commitments to purchase long-term bonds and issue real
estate mortgages totalling $168.6 million and $28.3 million, respectively, at
December 31, 1997.  The Company monitors the creditworthiness of borrowers under
long-term bond commitments and requires collateral as deemed necessary.  If
funded, loans related to real estate mortgages would be fully collateralized by
the related properties.  The estimated fair value of the commitments described
above is $194.5 million at December 31, 1997.  The majority of these commitments
expire in 1998.
 
In the normal course of its business operations, the Company is involved with
litigation from time to time with claimants, beneficiaries and others, and a
number of litigation matters were pending as of December 31, 1997.  It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position or results of operations of the Company.

                                     63
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 11--FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The following table presents the carrying amounts and fair values of the
Company's financial instruments:
 
 
<TABLE>
<CAPTION>
                                             Year ended December 31
                                   -----------------------------------------
                                            1997                  1996
                                   -----------------------  ----------------
                                    Carrying      Fair      Carrying    Fair
                                     Amount      Value       Amount    Value
                                    --------     -----      --------   -----
                                                 (In millions)
<S>                                <C>         <C>          <C>       <C>
Assets
  Bonds--Note 6  . . . . . . . .    $1,092.7    $1,138.5     $753.5    $790.5
  Preferred stocks--Note 6 . . .        17.2        17.2        9.6       9.6
  Common stocks--Note 6  . . . .         2.3         2.3        1.4       1.4
  Mortgage loans on real
    estate--Note 6 . . . . . . .       273.9       285.8      212.1     219.4
  Policy loans--Note 1 . . . . .       106.8       106.8       80.8      80.8
  Cash and cash equivalents--Note
    1. . . . . . . . . . . . . .       143.2       143.2       31.9      31.9
Derivatives liabilities relating
 to:--Note 8
  Interest rate swaps  . . . . .          --         7.8         --       2.3
  Currency rate swaps  . . . . .          --         2.1         --      (8.2)
  Interest rate caps . . . . . .          --        (1.4)        --      (2.0)
Liabilities
  Commitments--Note 10 . . . . .          --       194.5         --      76.2
</TABLE>
 
 
 
The carrying amounts in the table are included in the statutory-basis statements
of financial position.  The method and assumptions utilized by the Company in
estimating its fair value disclosures are described in Note 1.
 
NOTE 12--IMPACT OF YEAR 2000 (UNAUDITED)
 
The Company relies on John Hancock, its parent company, for information
processing services.  John Hancock has developed a plan to modify or replace
significant portions of its computer information and automated technologies so
that its systems, including those relied upon by the Company, will function
properly with respect to the dates in the year 2000 and thereafter.  The
Company, along with John Hancock, presently believes that with modifications to
existing systems and conversions to new technologies, the year 2000 will not
pose significant operational problems for the computer systems upon which the
Company relies.  However, if certain modifications and conversions are not made,
or are not completed timely, the year 2000 issue could have an adverse impact on
the operations of the Company.
 
John Hancock as early as 1994 had begun assessing, modifying and converting the
software related to its significant systems and has initiated formal
communications with significant business partners and customers to determine the
extent to which interface systems are vulnerable to those third parties' failure
to remediate their own year 2000 issues.  While John Hancock is developing
alternative third party processing arrangements as it deems appropriate, there
is no guarantee that the systems of other companies on which John Hancock's
systems rely will be converted timely or will not have an adverse effect on John
Hancock's systems, including those upon which the Company relies.

                                     64
<PAGE>
 
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 12--IMPACT OF YEAR 2000 (UNAUDITED)--CONTINUED
 
John Hancock expects the project to be substantially complete by early 1999.
This completion target was derived utilizing numerous assumptions of future
events, including availability of certain resources and other factors.
However, there can be no guarantee that this completion target will be achieved.



                                     65
<PAGE>
 
                       APPENDIX--OTHER POLICY PROVISIONS
 
Settlement Provisions
 
  In place of a single payment, an amount of $1,000 or more payable under the
Policy as a benefit or as the Surrender Value, if any, may be left with JHVLICO
under the terms of a supplementary agreement. The agreement will be issued when
the proceeds are applied through the election of any one of the options below.
 
  The following options are subject to the restrictions and limitations stated
in the Policy.
 
     Option 1--Interest Income at the declared rate but not less than3 1/2% a
  year on proceeds held on deposit.
 
     Option 2A--Income of a Specified Amount, with payments each year totaling
  at least 1/12th of the proceeds, until the proceeds, with interest credited at
  the declared rate but not less than3 1/2% a year on unpaid balances, are fully
  paid.
 
     Option 2B--Income for a Fixed Period, with each payment as declared.
 
     Option 3--Life Income with Payments for a Guaranteed Period.
 
     Option 4--Life Income without Refund at the death of the Payee of any part
  of the proceeds applied. Only one payment is made if the Payee dies before the
  second payment is due.
 
     Option 5--Life Income with Cash Refund at the death of the Payee of the
  amount, if any, equal to the proceeds applied less the sum of all income
  payments made.
 
  No election of an option may provide for income payments of less than $50.
 
  Other options may be arranged with JHVLICO's approval including optional
methods of settlement available from John Hancock.
 
Additional Insurance Benefits
 
  On payment of an additional premium or charge and subject to certain age and
insurance underwriting requirements, certain additional provisions, such as an
Accidental Death Benefit, which are subject to the restrictions and limitations
set forth therein, may be included in a Policy by rider.
 
General Provisions
 
  Beneficiary. The Beneficiary will be as shown in the application for the
Policy, unless thereafter changed by the Owner in accordance with the terms of
the Policy. In general, if the insured dies and there is no surviving
Beneficiary, the Owner will be the Beneficiary, but if the insured was the
Owner, the Owner's estate will be the Beneficiary.
 
  Owner and Assignment. The Owner's interest in the Policy may be assigned
without the consent of any revocable Beneficiary. JHVLICO will not be on notice
of any assignment unless it is in writing and until a duplicate of the original
assignment has been filed at JHVLICO's Servicing Office. JHVLICO assumes no
responsibility for the validity or sufficiency of any assignment.
 
  Misstatement of Age or Sex. If the age or sex of the insured has been
misstated, JHVLICO will adjust the benefits payable to those which would have
been purchased at the correct age or sex by the most recent insurance charge
deducted from Account Value.

                                     66
<PAGE>
 
  Suicide. If the insured commits suicide within 2 years (except where state law
requires a shorter period) from the date of issue shown in the Policy, the
Policy will terminate and JHVLICO will pay in place of all other benefits an
amount equal to the premium paid less any Indebtedness on the date of death and
less any withdrawals. If the suicide is within 2 years (except where state law
requires a shorter period) from the date of any Policy change that increases the
death benefit, the death benefit will be limited as set forth in the Policy.
 
  Age and Policy Anniversaries. For purpose of the Policy, an insured's "age" is
his or her age on his or her nearest birthday. Policy months, Policy years and
Policy anniversaries are calculated from the date of issue.
 
  Aviation Activity Exclusion. If the insured dies in an aviation accident while
a crew member on other than a commercial aircraft and the Policy provides at the
request of the Owner for a limited benefit in such situation, JHVLICO will pay
in place of all other benefits an amount equal to the greater of the premium
paid or the Surrender Value, less any Indebtedness.
 
  Incontestability. The Policy shall be incontestable, other than for nonpayment
of premiums after, it has been in force during the lifetime of an insured for 2
years from its issue date. If, however, evidence of insurability is required
with respect to any increase in death benefit, such increase shall be
incontestable after the increase has been in force during the lifetime of the
insured for 2 years from the increase date.
 
  Deferral of Determinations and Payments. Payment of any death, surrender,
partial withdrawal or loan proceeds will ordinarily be made within seven days
after receipt at JHVLICO's Servicing Office of all documents required for any
such payment. Approximately two-thirds of the claims for death proceeds which
are made within two years after the date of issue of the Policy will be
investigated to determine whether the claim should be contested and payment of
these claims will therefore be delayed.
 
  JHVLICO may defer any transaction requiring a determination of Account Value
in any variable Subaccount for any period during which: (1) the disposal or
valuation of the Account's assets is not reasonably practicable because the New
York Stock Exchange is closed or conditions are such that, under the
Commission's rules and regulations, trading is restricted or an emergency is
deemed to exist or (2) the Commission by order permits postponement of such
actions for the protection of Owners.
   
  The foregoing description of Policy provisions is qualified by reference to
the specimen Policy which has been filed as an exhibit to the Registration
Statement and to any variations in Policy provisions required by the regulatory
authorities of the state that has approved the Policy for issue.    

                                     67
<PAGE>
 
   
                         APPENDIX--IMPACT OF YEAR 2000
 
 
  The advent of the Year 2000 presents a technological challenge to JHVLICO.  In
close cooperation with John Hancock Mutual Life Insurance Company, its ultimate
parent, JHVLICO has developed a plan to modify or replace significant portions
of JHVLICO's computer information and automated technologies so that its systems
will function properly with respect to dates in the year 2000 and thereafter.
The plan also involves coordination and testing with business partners to ensure
that external factors do not adversely impact JHVLICO's systems. JHVLICO
presently believes that with modifications to existing systems and conversions
to new technologies, the year 2000 will not pose significant operational
problems for its computer systems. However, if certain modifications and
conversions are not made, or are not completed on time, the year 2000 issue
could have an adverse impact on the operations of JHVLICO.
 
  JHVLICO expects the project to be substantially complete by early 1999.  This
completion target was derived utilizing numerous assumptions of future events,
including availability of certain resources and other factors.  However, there
can be no guarantee that this estimate will be achieved, that these steps will
be sufficient or that actual results may not differ materially from those
anticipated.    

                                     68
<PAGE>
 
                  APPENDIX--ILLUSTRATION OF DEATH BENEFITS, 
                   SURRENDER VALUES AND ACCUMULATED PREMIUMS
 
  The following tables illustrate the changes in death benefit and Surrender
Value of the Policy, disregarding any Policy loans. Each table separately
illustrates the operation of a Policy for an identified issue age, Planned
Premium schedule and Total Sum Insured and shows how the death benefit and
Surrender Value may vary over an extended period of time assuming hypothetical
rates of investment return (i.e., investment income and capital gains and
losses, realized or unrealized) equivalent to constant gross annual rates of 0%,
6% and 12%. The tables are based on given annual Planned Premiums paid at the
beginning of each Policy year and will assist in a comparison of the death
benefit and Surrender Value figures set forth in the tables with those under
other variable life insurance policies which may be issued by JHVLICO or other
companies. Tables are provided for Options A, B and M for the Cash Value
Accumulation Test and Options A and B for the Guideline Premium and Cash Value
Corridor Test. The death benefit and Surrender Value for a Policy would be
different from those shown if premiums are paid in different amounts or at
different times or if the actual gross rates of investment return average 0%, 6%
or 12% over a period of years, but nevertheless fluctuate above or below the
average for individual Policy years, or if the Policy were issued under
circumstances in which no distinctions are made based on the gender of the
insured.
 
  The amounts shown for the death benefit and Surrender Value are as of the end
of each Policy year. The first five tables headed "Using Current Charges" assume
that the current rates for insurance, sales, risk, and expense charges will
apply in each year illustrated. The five tables headed "Using Maximum Charges"
assume that the maximum (guaranteed) insurance, sales, risk, and expense charges
will be made in each year illustrated. The amounts shown in all tables reflect
an average asset charge for the daily investment advisory expense charges to the
Portfolios of the Funds (equivalent to an effective annual rate of .61%) and an
assumed average asset charge for the annual nonadvisory operating expenses of
each Portfolio of the Funds (equivalent to an effective annual rate of .19%).
For a description of expenses charged to the Portfolios, see the attached
Prospectuses for the Funds. The charges for the daily investment management fee
and the annual non-advisory operating expenses are based on the hypothetical
assumption that Policy values are allocated equally among the variable
Subaccounts. The actual Portfolio charges and expenses associated with any
Policy will vary depending upon the actual allocation of Policy values among
Subaccounts.
 
  The tables reflect that no charge is currently made to the Account for Federal
income taxes. However, JHVLICO reserves the right to make such a charge in the
future and any charge would require higher rates of investment return in order
to produce the same Policy values. All of the tables do, however, reflect the
imposition of a premium processing charge of 1.25% of all premiums paid, a
Federal DAC Tax charge in the amount of 1.25% of all premiums paid and a state
premium tax charge in the amount of 2.35% of all premiums paid.
 
  The tables assume that the Guaranteed Minimum Death Benefit has not been
elected beyond the tenth Policy year, that no Additional Sum Insured or optional
rider benefits have been elected, and that the application for the Policy has
been fully underwritten.
 
  The second column of each table shows the amount to which the total premiums
paid to the end of a Policy year would accumulate if an amount equal to those
premiums were invested to earn interest, after taxes, at 5% compounded annually.
 
  JHVLICO will furnish upon request a comparable illustration reflecting the
proposed insured's age, sex, underwriting risk classification and the Total Sum
Insured at issue and Planned Premium amount requested, and assuming annual
Planned Premiums.

                                     69
<PAGE>
 
   
PLAN: FLEXIBLE PREMIUM VARIABLE LIFE 
      $250,000 TOTAL SUM INSURED 
      MALE, ISSUE AGE 45, FULLY UNDERWRITTEN NONSMOKER UNDERWRITING CLASS 
      OPTION A DEATH BENEFIT
      CASH VALUE ACCUMULATION TEST 
      NO GUARANTEED MINIMUM DEATH BENEFIT OPTION AFTER TENTH POLICY YEAR 
      PLANNED PREMIUM: $4,530* 
      USING CURRENT CHARGES    
 
 
<TABLE>    
<CAPTION>
                                    Death Benefit               Surrender Value
                             ----------------------------  --------------------------
                                Assuming hypothetical        Assuming hypothetical
End of    Planned Premiums      gross annual return of       gross annual return of
Policy     accumulated at    ----------------------------  --------------------------
 Year    5% annual interest     0%        6%       12%       0%       6%        12%
- -------  ------------------  --------  --------  --------  -------  -------  ----------
<S>      <C>                 <C>       <C>       <C>       <C>      <C>      <C>
   1          $  4,757       $250,000  $250,000  $250,000  $ 2,132  $ 2,282   $  2,433
   2             9,751        250,000   250,000   250,000    5,079    5,565      6,070
   3            14,995        250,000   250,000   250,000    7,940    8,952     10,043
   4            20,501        250,000   250,000   250,000   10,748   12,482     14,424
   5            26,283        250,000   250,000   250,000   13,520   16,178     19,274
   6            32,353        250,000   250,000   250,000   16,257   20,050     24,646
   7            38,727        250,000   250,000   250,000   18,970   24,119     30,609
   8            45,420        250,000   250,000   250,000   21,656   28,389     37,224
   9            52,448        250,000   250,000   250,000   24,313   32,869     44,558
  10            59,827        250,000   250,000   250,000   26,931   37,561     52,684
  11            67,575        250,000   250,000   250,000   25,976   38,719     57,714
  12            75,710        250,000   250,000   250,000   24,969   39,877     63,242
  13            84,252        250,000   250,000   250,000   23,863   40,991     69,285
  14            93,221        250,000   250,000   250,000   22,657   42,056     75,905
  15           102,638        250,000   250,000   250,000   21,339   43,064     83,164
  16           112,527        250,000   250,000   250,000   19,911   44,013     91,145
  17           122,910        250,000   250,000   250,000   18,358   44,888     99,926
  18           133,812        250,000   250,000   250,000   16,664   45,673    109,599
  19           145,259        250,000   250,000   250,000   14,812   46,350    120,270
  20           157,278        250,000   250,000   250,000   12,781   46,897    132,058
  25           227,014             **   250,000   322,056       **   46,757    212,005
  30           316,016             **   250,000   466,525       **   37,708    338,527
  35           429,609             **   250,000   683,651       **    9,765    536,744
</TABLE>    
 
 
*  The illustrations assume that Planned Premiums equal to the Target Premium
   are paid at the start of each Policy year. The Death Benefit and Surrender
   Value will differ if premiums are paid in different amounts or frequencies,
   if Policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
   Death Benefit after the tenth Policy year, or optional rider benefits are
   elected.   
** Policy lapses unless additional premium payments are made.    
 
It is emphasized that the hypothetical investment returns are illustrative only
and should not be deemed a representation of past or future investment resutls.
Actual investment results may be more or less than those shown and will depend
on a number of factors, including investment allocations made by the owner. The
death benefit and surrender value for a policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

                                     70
<PAGE>
 
   
Plan: Flexible Premium Variable Life 
      $250,000 Total Sum Insured 
      Male, Issue Age 45, Fully Underwritten Nonsmoker Underwriting Class 
      Option A Death Benefit 
      Cash Value Accumulation Test 
      No Guaranteed Minimum Death Benefit Option After Tenth Policy Year 
      Planned Premium: $4,530* 
      Using Maximum Charges    
 
 
   
<TABLE>
<CAPTION>
                                    Death Benefit               Surrender Value
                             ----------------------------  -------------------------
                                Assuming hypothetical        Assuming hypothetical
End of    Planned Premiums      gross annual return of      gross annual return of
Policy     accumulated at    ----------------------------  -------------------------
 Year    5% annual interest     0%        6%       12%       0%       6%        12%
- -------  ------------------  --------  --------  --------  -------  -------  ---------
<S>      <C>                 <C>       <C>       <C>       <C>      <C>      <C>
   1          $  4,757       $250,000  $250,000  $250,000  $ 1,375  $ 1,500   $ 1,627
   2             9,751        250,000   250,000   250,000    3,543    3,933     4,340
   3            14,995        250,000   250,000   250,000    5,595    6,388     7,249
   4            20,501        250,000   250,000   250,000    7,527    8,863    10,371
   5            26,283        250,000   250,000   250,000    9,331   11,350    13,720
   6            32,353        250,000   250,000   250,000   11,001   13,843    17,318
   7            38,727        250,000   250,000   250,000   12,520   16,324    21,174
   8            45,420        250,000   250,000   250,000   13,873   18,778    25,306
   9            52,448        250,000   250,000   250,000   15,042   21,187    29,728
  10            59,827        250,000   250,000   250,000   16,007   23,528    34,458
  11            67,575        250,000   250,000   250,000   13,212   22,023    35,540
  12            75,710        250,000   250,000   250,000   10,191   20,198    36,521
  13            84,252        250,000   250,000   250,000    6,927   18,022    37,382
  14            93,221        250,000   250,000   250,000    3,396   15,453    38,094
  15           102,638             **   250,000   250,000       **   12,440    38,623
  16           112,527             **   250,000   250,000       **    8,917    38,917
  17           122,910             **   250,000   250,000       **    4,804    38,915
  18           133,812             **   250,000   250,000       **       **    38,535
  19           145,259             **        **   250,000       **       **    37,678
  20           157,278             **        **   250,000       **       **    36,229
  25           227,014             **        **   250,000       **       **    14,744
  30           316,016             **        **        **       **       **        **
  35           429,609             **        **        **       **       **        **
</TABLE>    
 
 
 * The illustrations assume that Planned Premiums equal to the Target Premium
   are paid at the start of each Policy year. The Death Benefit and Surrender
   Value will differ if premiums are paid in different amounts or frequencies,
   if Policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
   Death Benefit after the tenth Policy year, or optional rider benefits are
   elected.
** Policy lapses unless additional premium payments are made.
 
It is emphasized that the hypothetical investment returns are illustrative onlyl
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 investment allocations made by the owner. The
death benefit and surrender value for a policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

                                     71
 
<PAGE>
 
   
Plan: Flexible Premium Variable Life 
      $250,000 Total Sum Insured 
      Male, Issue Age 45, Fully Underwritten Nonsmoker Underwriting Class 
      Option B Death Benefit 
      Cash Value Accumulation Test 
      No Guaranteed Minimum Death Benefit Option After Tenth Policy Year 
      Planned Premium: $4,530* 
      Using Current Charges    
 
 
   
<TABLE>
<CAPTION>
                                    Death Benefit               Surrender Value
                             ----------------------------  --------------------------
                                Assuming hypothetical        Assuming hypothetical
End of    Planned Premiums      gross annual return of       gross annual return of
Policy     accumulated at    ----------------------------  --------------------------
 Year    5% annual interest     0%        6%       12%       0%       6%        12%
- -------  ------------------  --------  --------  --------  -------  -------  ----------
<S>      <C>                 <C>       <C>       <C>       <C>      <C>      <C>
   1          $  4,757       $252,128  $252,278  $252,428  $ 2,128  $ 2,278   $  2,428
   2             9,751        255,064   255,549   256,052    5,064    5,549      6,052
   3            14,995        257,907   258,914   260,000    7,907    8,914     10,000
   4            20,501        260,689   262,411   264,341   10,689   12,411     14,341
   5            26,283        263,428   266,065   269,135   13,428   16,065     19,135
   6            32,353        266,125   269,882   274,432   16,125   19,882     24,432
   7            38,727        268,794   273,883   280,297   18,794   23,883     30,297
   8            45,420        271,428   278,073   286,787   21,428   28,073     36,787
   9            52,448        274,027   282,456   293,965   24,027   32,456     43,965
  10            59,827        276,581   287,033   301,895   26,581   37,033     51,895
  11            67,575        275,561   288,064   306,688   25,561   38,064     56,688
  12            75,710        274,485   289,075   311,922   24,485   39,075     61,922
  13            84,252        273,303   290,010   317,589   23,303   40,010     67,589
  14            93,221        272,014   290,865   323,732   22,014   40,865     73,732
  15           102,638        270,607   291,624   330,392   20,607   41,624     80,392
  16           112,527        269,088   292,287   337,627   19,088   42,287     87,627
  17           122,910        267,440   292,829   345,478   17,440   42,829     95,478
  18           133,812        265,649   293,229   353,997   15,649   43,229    103,997
  19           145,259        263,702   293,467   363,238   13,702   43,467    113,238
  20           157,278        261,579   293,510   373,255   11,579   43,510    123,255
  25           227,014             **   289,669   437,339       **   39,669    187,339
  30           316,016             **   274,420   531,890       **   24,420    281,890
  35           429,609             **        **   670,260       **       **    420,260
</TABLE>
    
 
 
*  The illustrations assume that Planned Premiums equal to the Target Premium
   are paid at the start of each Policy year. The Death Benefit and Surrender
   Value will differ if premiums are paid in different amounts or frequencies,
   if Policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
   Death Benefit after the tenth Policy year, or optional rider benefits are
   elected.
   
** Policy lapses unless additional premium payments are made.    
 
It is emphasized that the hypothetical investment returns are illustrative onlyl
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 investment allocations made by the owner. The
death benefit and surrender value for a policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

                                     72
<PAGE>
 
   
Plan: Flexible Premium Variable Life 
      $250,000 Total Sum Insured 
      Male, Issue Age 45, Fully Underwritten Nonsmoker Underwriting Class 
      Option B Death Benefit 
      Cash Value Accumulation Test 
      No Guaranteed Minimum Death Benefit Option After Tenth Policy Year 
      Planned Premium: $4,530* 
      Using Maximum Charges    
 
   
<TABLE>
<CAPTION>
                                    Death Benefit               Surrender Value
                             ----------------------------  -------------------------
                                Assuming hypothetical        Assuming hypothetical
End of    Planned Premiums      gross annual return of      gross annual return of
Policy     accumulated at    ----------------------------  -------------------------
 Year    5% annual interest     0%        6%       12%       0%       6%        12%
- -------  ------------------  --------  --------  --------  -------  -------  ---------
<S>      <C>                 <C>       <C>       <C>       <C>      <C>      <C>
   1          $  4,757       $251,365  $251,490  $251,616  $ 1,365  $ 1,490   $ 1,616
   2             9,751        253,513   253,899   254,303    3,513    3,899     4,303
   3            14,995        255,531   256,315   257,165    5,531    6,315     7,165
   4            20,501        257,416   258,731   260,213    7,416    8,731    10,213
   5            26,283        259,157   261,135   263,455    9,157   11,135    13,455
   6            32,353        260,750   263,519   266,903   10,750   13,519    16,903
   7            38,727        262,173   265,858   270,553   12,173   15,858    20,553
   8            45,420        263,412   268,133   274,409   13,412   18,133    24,409
   9            52,448        264,447   270,318   278,468   14,447   20,318    28,468
  10            59,827        265,255   272,383   282,725   15,255   22,383    32,725
  11            67,575        262,319   270,582   283,241   12,319   20,582    33,241
  12            75,710        259,177   268,445   283,548    9,177   18,445    33,548
  13            84,252        255,823   265,946   283,612    5,823   15,946    33,612
  14            93,221        252,240   263,051   283,391    2,240   13,051    33,391
  15           102,638             **   259,720   282,832       **    9,720    32,832
  16           112,527             **   255,900   281,866       **    5,900    31,866
  17           122,910             **   251,529   280,408       **    1,529    30,408
  18           133,812             **        **   278,357       **       **    28,357
  19           145,259             **        **   275,592       **       **    25,592
  20           157,278             **        **   271,979       **       **    21,979
  25           227,014             **        **        **       **       **        **
  30           316,016             **        **        **       **       **        **
  35           429,609             **        **        **       **       **        **
</TABLE>
    
 
 
 * The illustrations assume that Planned Premiums equal to the Target Premium
   are paid at the start of each Policy year. The Death Benefit and Surrender
   Value will differ if premiums are paid in different amounts or frequencies,
   if Policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
   Death Benefit after the tenth Policy year, or optional rider benefits are
   elected.
** Policy lapses unless additional premium payments are made.
 
It is emphasized that the hypothetical investment returns are illustrative onlyl
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 investment allocations made by the owner. The
death benefit and surrender value for a policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

 
                                     73
<PAGE>
 
    
Plan: Flexible Premium Variable Life 
      $250,000 Total Sum Insured 
      Male, Issue Age 45, Fully Underwritten Nonsmoker Underwriting Class 
      Option M Death Benefit 
      Cash Value Accumulation Test 
      No Guaranteed Minimum Death Benefit Option After Tenth Policy Year 
      Planned Premium: $4,530* 
      Using Current Charges    
 
   
<TABLE>
<CAPTION>
                                    Death Benefit               Surrender Value
                             ----------------------------  --------------------------
                                Assuming hypothetical        Assuming hypothetical
End of    Planned Premiums      gross annual return of       gross annual return of
Policy     accumulated at    ----------------------------  --------------------------
 Year    5% annual interest     0%        6%       12%       0%       6%        12%
- -------  ------------------  --------  --------  --------  -------  -------  ----------
<S>      <C>                 <C>       <C>       <C>       <C>      <C>      <C>
   1          $  4,757       $250,000  $250,000  $250,000  $ 2,132  $ 2,282   $  2,433
   2             9,751        250,000   250,000   250,000    5,079    5,565      6,070
   3            14,995        250,000   250,000   250,000    7,940    8,952     10,043
   4            20,501        250,000   250,000   250,000   10,748   12,482     14,424
   5            26,283        250,000   250,000   250,000   13,520   16,178     19,274
   6            32,353        250,000   250,000   250,000   16,257   20,050     24,646
   7            38,727        250,000   250,000   250,000   18,970   24,119     30,609
   8            45,420        250,000   250,000   250,000   21,656   28,389     37,224
   9            52,448        250,000   250,000   250,000   24,313   32,869     44,558
  10            59,827        250,000   250,000   250,000   26,931   37,561     52,684
  11            67,575        250,000   250,000   250,000   25,976   38,719     57,714
  12            75,710        250,000   250,000   250,000   24,969   39,877     63,242
  13            84,252        250,000   250,000   251,310   23,863   40,991     69,285
  14            93,221        250,000   250,000   263,867   22,657   42,056     75,889
  15           102,638        250,000   250,000   277,025   21,339   43,064     83,081
  16           112,527        250,000   250,000   290,821   19,911   44,013     90,910
  17           122,910        250,000   250,000   305,270   18,358   44,888     99,423
  18           133,812        250,000   250,000   320,406   16,664   45,673    108,675
  19           145,259        250,000   250,000   336,293   14,812   46,350    118,722
  20           157,278        250,000   250,000   352,963   12,781   46,897    129,623
  25           227,014             **   250,000   449,670       **   46,757    199,331
  30           316,016             **   250,000   571,473       **   37,708    301,633
  35           429,609             **   250,000   728,412       **    9,765    450,221
</TABLE>
    
 
 
*  The illustrations assume that Planned Premiums equal to the Target Premium
   are paid at the start of each Policy year. The Death Benefit and Surrender
   Value will differ if premiums are paid in different amounts or frequencies,
   if Policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
   Death Benefit after the tenth Policy year, or optional rider benefits are
   elected.
   
** Policy lapses unless additional premium payments are made.    
 
It is emphasized that the hypothetical investment returns are illustrative onlyl
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 investment allocations made by the owner. The
death benefit and surrender value for a policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

                                     74
<PAGE>
 
   
Plan: Flexible Premium Variable Life 
      $250,000 Total Sum Insured 
      Male, Issue Age 45, Fully Underwritten Nonsmoker Underwriting Class 
      Option M Death Benefit 
      Cash Value Accumulation Test 
      No Guaranteed Minimum Death Benefit Option After Tenth Policy Year 
      Planned Premium: $4,530* 
      Using Maximum Charges    
 
 
   
<TABLE>
<CAPTION>
                                    Death Benefit               Surrender Value
                             ----------------------------  -------------------------
                                Assuming hypothetical        Assuming hypothetical
End of    Planned Premiums      gross annual return of      gross annual return of
Policy     accumulated at    ----------------------------  -------------------------
 Year    5% annual interest     0%        6%       12%       0%       6%        12%
- -------  ------------------  --------  --------  --------  -------  -------  ---------
<S>      <C>                 <C>       <C>       <C>       <C>      <C>      <C>
   1          $  4,757       $250,000  $250,000  $250,000  $ 1,375  $ 1,500   $ 1,627
   2             9,751        250,000   250,000   250,000    3,543    3,933     4,340
   3            14,995        250,000   250,000   250,000    5,595    6,388     7,249
   4            20,501        250,000   250,000   250,000    7,527    8,863    10,371
   5            26,283        250,000   250,000   250,000    9,331   11,350    13,720
   6            32,353        250,000   250,000   250,000   11,001   13,843    17,318
   7            38,727        250,000   250,000   250,000   12,520   16,324    21,174
   8            45,420        250,000   250,000   250,000   13,873   18,778    25,306
   9            52,448        250,000   250,000   250,000   15,042   21,187    29,728
  10            59,827        250,000   250,000   250,000   16,007   23,528    34,458
  11            67,575        250,000   250,000   250,000   13,212   22,023    35,540
  12            75,710        250,000   250,000   250,000   10,191   20,198    36,521
  13            84,252        250,000   250,000   250,000    6,927   18,022    37,382
  14            93,221        250,000   250,000   250,000    3,396   15,453    38,094
  15           102,638             **   250,000   250,000       **   12,440    38,623
  16           112,527             **   250,000   250,000       **    8,917    38,917
  17           122,910             **   250,000   250,000       **    4,804    38,915
  18           133,812             **   250,000   250,000       **       **    38,535
  19           145,259             **        **   250,000       **       **    37,678
  20           157,278             **        **   250,000       **       **    36,229
  25           227,014             **        **   250,000       **       **    14,744
  30           316,016             **        **        **       **       **        **
  35           429,609             **        **        **       **       **        **
</TABLE>
    
 
 
 * The illustrations assume that Planned Premiums equal to the Target Premium
   are paid at the start of each Policy year. The Death Benefit and Surrender
   Value will differ if premiums are paid in different amounts or frequencies,
   if Policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
   Death Benefit after the tenth Policy year, or optional rider benefits are
   elected.
** Policy lapses unless additional premium payments are made.
 
It is emphasized that the hypothetical investment returns are illustrative onlyl
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 investment allocations made by the owner. The
death benefit and surrender value for a policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

                                     75
<PAGE>
 
   
Plan: Flexible Premium Variable Life 
      $250,000 Total Sum Insured 
      Male, Issue Age 45, Fully Underwritten Nonsmoker Underwriting Class 
      Option A Death Benefit 
      Guideline Premium and Cash Value Corridor Test
      No Guaranteed Minimum Death Benefit Option After Tenth Policy Year 
      Planned Premium: $4,530* 
      Using Current Charges    
 
   
<TABLE>
<CAPTION>
                                    Death Benefit               Surrender Value
                             ----------------------------  --------------------------
                                Assuming hypothetical        Assuming hypothetical
End of    Planned Premiums      gross annual return of       gross annual return of
Policy     accumulated at    ----------------------------  --------------------------
 Year    5% annual interest     0%        6%       12%       0%       6%        12%
- -------  ------------------  --------  --------  --------  -------  -------  ----------
<S>      <C>                 <C>       <C>       <C>       <C>      <C>      <C>
   1          $  4,757       $250,000  $250,000  $250,000  $ 2,132  $ 2,282   $  2,433
   2             9,751        250,000   250,000   250,000    5,079    5,565      6,070
   3            14,995        250,000   250,000   250,000    7,940    8,952     10,043
   4            20,501        250,000   250,000   250,000   10,748   12,482     14,424
   5            26,283        250,000   250,000   250,000   13,520   16,178     19,274
   6            32,353        250,000   250,000   250,000   16,257   20,050     24,646
   7            38,727        250,000   250,000   250,000   18,970   24,119     30,609
   8            45,420        250,000   250,000   250,000   21,656   28,389     37,224
   9            52,448        250,000   250,000   250,000   24,313   32,869     44,558
  10            59,827        250,000   250,000   250,000   26,931   37,561     52,684
  11            67,575        250,000   250,000   250,000   25,976   38,719     57,714
  12            75,710        250,000   250,000   250,000   24,969   39,877     63,242
  13            84,252        250,000   250,000   250,000   23,863   40,991     69,285
  14            93,221        250,000   250,000   250,000   22,657   42,056     75,905
  15           102,638        250,000   250,000   250,000   21,339   43,064     83,164
  16           112,527        250,000   250,000   250,000   19,911   44,013     91,145
  17           122,910        250,000   250,000   250,000   18,358   44,888     99,926
  18           133,812        250,000   250,000   250,000   16,664   45,673    109,599
  19           145,259        250,000   250,000   250,000   14,812   46,350    120,270
  20           157,278        250,000   250,000   250,000   12,781   46,897    132,058
  25           227,014             **   250,000   250,000       **   46,757    213,506
  30           316,016             **   250,000   375,544       **   37,708    350,976
  35           429,609             **   250,000   607,384       **    9,765    578,461
</TABLE>
    
 
 
* The illustrations assume that Planned Premiums equal to the Target Premium are
  paid at the start of each Policy year. The Death Benefit and Surrender Value
  will differ if premiums are paid in different amounts or frequencies, if
  Policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum Death
  Benefit after the tenth Policy year, or optional rider benefits are elected.
   
** Policy lapses unless additional premium payments are made.    
 
It is emphasized that the hypothetical investment returns are illustrative onlyl
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 investment allocations made by the owner. The
death benefit and surrender value for a policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

                                     76
<PAGE>
 
   
Plan: Flexible Premium Variable Life 
      $250,000 Total Sum Insured 
      Male, Issue Age 45, Fully Underwritten Nonsmoker Underwriting Class 
      Option A Death Benefit 
      Guideline Premium and Cash Value Corridor Test
      No Guaranteed Minimum Death Benefit Option After Tenth Policy Year 
      Planned Premium: $4,530* 
      Using Maximum Charges    
 
   
<TABLE>
<CAPTION>
                                    Death Benefit               Surrender Value
                             ----------------------------  -------------------------
                                Assuming hypothetical        Assuming hypothetical
End of    Planned Premiums      gross annual return of      gross annual return of
Policy     accumulated at    ----------------------------  -------------------------
 Year    5% annual interest     0%        6%       12%       0%       6%        12%
- -------  ------------------  --------  --------  --------  -------  -------  ---------
<S>      <C>                 <C>       <C>       <C>       <C>      <C>      <C>
   1          $  4,757       $250,000  $250,000  $250,000  $ 1,375  $ 1,500   $ 1,627
   2             9,751        250,000   250,000   250,000    3,543    3,933     4,340
   3            14,995        250,000   250,000   250,000    5,595    6,388     7,249
   4            20,501        250,000   250,000   250,000    7,527    8,863    10,371
   5            26,283        250,000   250,000   250,000    9,331   11,350    13,720
   6            32,353        250,000   250,000   250,000   11,001   13,843    17,318
   7            38,727        250,000   250,000   250,000   12,520   16,324    21,174
   8            45,420        250,000   250,000   250,000   13,873   18,778    25,306
   9            52,448        250,000   250,000   250,000   15,042   21,187    29,728
  10            59,827        250,000   250,000   250,000   16,007   23,528    34,458
  11            67,575        250,000   250,000   250,000   13,212   22,023    35,540
  12            75,710        250,000   250,000   250,000   10,191   20,198    36,521
  13            84,252        250,000   250,000   250,000    6,927   18,022    37,382
  14            93,221        250,000   250,000   250,000    3,396   15,453    38,094
  15           102,638             **   250,000   250,000       **   12,440    38,623
  16           112,527             **   250,000   250,000       **    8,917    38,917
  17           122,910             **   250,000   250,000       **    4,804    38,915
  18           133,812             **   250,000   250,000       **       **    38,535
  19           145,259             **        **   250,000       **       **    37,678
  20           157,278             **        **   250,000       **       **    36,229
  25           227,014             **        **   250,000       **       **    14,744
  30           316,016             **        **        **       **       **        **
  35           429,609             **        **        **       **       **        **
</TABLE>
    
 
 
 * The illustrations assume that Planned Premiums equal to the Target Premium
   are paid at the start of each Policy year. The Death Benefit and Surrender
   Value will differ if premiums are paid in different amounts or frequencies,
   if Policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
   Death Benefit after the tenth Policy year, or optional rider benefits are
   elected.
** Policy lapses unless additional premium payments are made.
 
It is emphasized that the hypothetical investment returns are illustrative onlyl
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 investment allocations made by the owner. The
death benefit and surrender value for a policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

                                     77
<PAGE>
 
   
Plan: Flexible Premium Variable Life 
      $250,000 Total Sum Insured 
      Male, Issue Age 45, Fully Underwritten Nonsmoker Underwriting Class 
      Option B Death Benefit 
      Guideline Premium and Cash Value Corridor Test
      No Guaranteed Minimum Death Benefit Option After Tenth Policy Year 
      Planned Premium: $4,530* 
      Using Current Charges    
 
   
<TABLE>
<CAPTION>
                                    Death Benefit               Surrender Value
                             ----------------------------  --------------------------
                                Assuming hypothetical        Assuming hypothetical
End of    Planned Premiums      gross annual return of       gross annual return of
Policy     accumulated at    ----------------------------  --------------------------
 Year    5% annual interest     0%        6%       12%       0%       6%        12%
- -------  ------------------  --------  --------  --------  -------  -------  ----------
<S>      <C>                 <C>       <C>       <C>       <C>      <C>      <C>
   1          $  4,757       $252,128  $252,278  $252,428  $ 2,128  $ 2,278   $  2,428
   2             9,751        255,064   255,549   256,052    5,064    5,549      6,052
   3            14,995        257,907   258,914   260,000    7,907    8,914     10,000
   4            20,501        260,689   262,411   264,341   10,689   12,411     14,341
   5            26,283        263,428   266,065   269,135   13,428   16,065     19,135
   6            32,353        266,125   269,882   274,432   16,125   19,882     24,432
   7            38,727        268,794   273,883   280,297   18,794   23,883     30,297
   8            45,420        271,428   278,073   286,787   21,428   28,073     36,787
   9            52,448        274,027   282,456   293,965   24,027   32,456     43,965
  10            59,827        276,581   287,033   301,895   26,581   37,033     51,895
  11            67,575        275,561   288,064   306,688   25,561   38,064     56,688
  12            75,710        274,485   289,075   311,922   24,485   39,075     61,922
  13            84,252        273,303   290,010   317,589   23,303   40,010     67,589
  14            93,221        272,014   290,865   323,732   22,014   40,865     73,732
  15           102,638        270,607   291,624   330,392   20,607   41,624     80,392
  16           112,527        269,088   292,287   337,627   19,088   42,287     87,627
  17           122,910        267,440   292,829   345,478   17,440   42,829     95,478
  18           133,812        265,649   293,229   353,997   15,649   43,229    103,997
  19           145,259        263,702   293,467   363,238   13,702   43,467    113,238
  20           157,278        261,579   293,510   373,255   11,579   43,510    123,255
  25           227,014             **   289,669   437,339       **   39,669    187,339
  30           316,016             **   274,420   531,890       **   24,420    281,890
  35           429,609             **        **   670,260       **       **    420,260
</TABLE>
    
 
 
* The illustrations assume that Planned Premiums equal to the Target Premium are
  paid at the start of each Policy year. The Death Benefit and Surrender Value
  will differ if premiums are paid in different amounts or frequencies, if
  Policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum Death
  Benefit after the tenth Policy year, or optional rider benefits are elected.
   
** Policy lapses unless additional premium payments are made.    
 
It is emphasized that the hypothetical investment returns are illustrative onlyl
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 investment allocations made by the owner. The
death benefit and surrender value for a policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.

                                     78
<PAGE>
 
   
Plan: Flexible Premium Variable Life 
      $250,000 Total Sum Insured 
      Male, Issue Age 45, Fully Underwritten Nonsmoker Underwriting Class 
      Option B Death Benefit 
      Guideline Premium and Cash Value Corridor Test
      No Guaranteed Minimum Death Benefit Option After Tenth Policy Year 
      Planned Premium: $4,530* 
      Using Maximum Charges    
 
   
<TABLE>
<CAPTION>
                                    Death Benefit               Surrender Value
                             ----------------------------  -------------------------
                                Assuming hypothetical        Assuming hypothetical
End of    Planned Premiums      gross annual return of      gross annual return of
Policy     accumulated at    ----------------------------  -------------------------
 Year    5% annual interest     0%        6%       12%       0%       6%        12%
- -------  ------------------  --------  --------  --------  -------  -------  ---------
<S>      <C>                 <C>       <C>       <C>       <C>      <C>      <C>
   1          $  4,757       $251,365  $251,490  $251,616  $ 1,365  $ 1,490   $ 1,616
   2             9,751        253,513   253,899   254,303    3,513    3,899     4,303
   3            14,995        255,531   256,315   257,165    5,531    6,315     7,165
   4            20,501        257,416   258,731   260,213    7,416    8,731    10,213
   5            26,283        259,157   261,135   263,455    9,157   11,135    13,455
   6            32,353        260,750   263,519   266,903   10,750   13,519    16,903
   7            38,727        262,173   265,858   270,553   12,173   15,858    20,553
   8            45,420        263,412   268,133   274,409   13,412   18,133    24,409
   9            52,448        264,447   270,318   278,468   14,447   20,318    28,468
  10            59,827        265,255   272,383   282,725   15,255   22,383    32,725
  11            67,575        262,319   270,582   283,241   12,319   20,582    33,241
  12            75,710        259,177   268,445   283,548    9,177   18,445    33,548
  13            84,252        255,823   265,946   283,612    5,823   15,946    33,612
  14            93,221        252,240   263,051   283,391    2,240   13,051    33,391
  15           102,638             **   259,720   282,832       **    9,720    32,832
  16           112,527             **   255,900   281,866       **    5,900    31,866
  17           122,910             **   251,529   280,408       **    1,529    30,408
  18           133,812             **        **   278,357       **       **    28,357
  19           145,259             **        **   275,592       **       **    25,592
  20           157,278             **        **   271,979       **       **    21,979
  25           227,014             **        **        **       **       **        **
  30           316,016             **        **        **       **       **        **
  35           429,609             **        **        **       **       **        **
</TABLE>
    
 
 
 * The illustrations assume that Planned Premiums equal to the Target Premium
   are paid at the start of each Policy year. The Death Benefit and Surrender
   Value will differ if premiums are paid in different amounts or frequencies,
   if Policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
   Death Benefit after the tenth Policy year, or optional rider benefits are
   elected.
** Policy lapses unless additional premium payments are made.
 
It is emphasized that the hypothetical investment returns are illustrative onlyl
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 investment allocations made by the owner. The
death benefit and surrender value for a policy would be different from those
shown if the actual gross rates of investment return average 0%, 6%, or 12% over
a period of years, but also fluctuate above or below the average for individual
policy years. No representations can be made that these hypothetical investment
results can be achieved for one year or sustained over any period of time.
 
                                      79
<PAGE>
 
       Policies Issued by John Hancock Variable Life Insurance Company 
                John Hancock Place, Boston, Massachusetts 02117
   
S8153 M 5/98    

                                     80
<PAGE>
 
                                    PART II

                          UNDERTAKING TO FILE REPORTS

      Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that Section.
    
      John Hancock Variable Life Insurance Company represents that the fees and
charges deducted under the Policies, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by the insurance company.    

                     UNDERTAKING REGARDING INDEMNIFICATION

      Pursuant to Section X of JHVLICO's Bylaws and Section 67 of the
Massachusetts Business Corporation Law, JHVLICO indemnifies each director,
former director, officer, and former officer, and his heirs and legal
representatives from liability incurred or imposed in connection with any legal
action in which he may be involved by reason of any alleged act or omission as
an officer or a director of JHVLICO.

      Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                      CONTENTS OF REGISTRATION STATEMENT

      This Registration Statement comprises the following Papers and Documents:

      The facing sheet.

      Cross-Reference Table.
    
      The prospectus consisting of 81 pages.       

      The undertaking regarding indemnification.

      The undertaking to file reports.

      The signatures.

    The following exhibits:
<PAGE>
 
1.A. (1)      JHVLICO Board Resolution establishing the separate account, 
              previously filed electronically on October 30, 1996.
           
     (2)      Not Applicable.
               
     (3)      (a)  Form of Distribution and Servicing Agreement by and among
                   John Hancock Distributors, Inc., John Mutual Life Insurance
                   Company, and John Hancock Variable Life Insurance Company,
                   previously filed electronically on April 23, 1997. 
                   
              (b)  Specimen Variable Contracts Selling Agreement between John
                   Hancock Mutual Life Insurance Company and selling broker-
                   dealers, previously filed electronically on April 23, 1997.
                        
           
              (c)  Schedule of sales commissions included in the text under the
                   heading "Distribution of Policies" in the prospectus.
           
     (4)      Not Applicable.
               
     (5)      Form of flexible premium variable life insurance policy, 
              previously filed electronically on April 3, 1997.      
           
     (6)      (a) JHVLICO Certificate of Incorporation, previously filed 
                  electronically on October 30, 1996.
           
              (b) JHVLICO By-laws, previously filed electronically on October 
                  30, 1996.


     (7)  Not Applicable.

     (8)  Not Applicable.

     (9)  Not Applicable.

     (10) Forms of individual and master applications for Policy, previously 
          filed electronically on October 30, 1996.  

<PAGE>
 
2.   Included as exhibit 1.A(5) above.
    
3.   Opinion and consent of counsel as to securities being registered, 
     previously filed electronically on April 3, 1997.     

4.   Not Applicable

5.   Not Applicable
    
6.   Opinion and consent of actuary, previously filed electronically on April 3,
     1997.     

7.   Consent of independent auditors.  
    
8.   Memorandum describing JHVLICO's issuance, transfer and redemption
     procedures for the flexible premium policy pursuant to Rule 
     6e-3(T)(b)(12)(iii), previously filed electronically on April 3, 1997. 
     
    
9.   Powers of attorney for Tomlinson, D'Alessandro, Shaw, Luddy, Lee, Reitano,
     Van Leer and Paster, previously filed electronically on October 30, 1996.
     Power of attorney for Ronald J. Bocage, incorporated by reference from Form
     10-K annual report for John Hancock Variable Life Insurance Company (File
     No. 33-62895), filed March 28, 1997.      

        

10.  Not Applicable.
    
11.  Not Applicable.

12.  Opinion of Counsel as to eligibility of this Post-Effective Amendment for 
     filing pursuant to Rule 485(b).

27.  Financial Data Schedule.        

<PAGE>
 
                                  SIGNATURES
    
      Pursuant to the requirements of the Securities Act of 1933, the John
Hancock Variable Life Insurance Company has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, and its seal to be hereunto fixed and attested, all in the City of
Boston and Commonwealth of Massachusetts on the 27th day of April, 1998.     

                                                  JOHN HANCOCK VARIABLE LIFE
                                                  INSURANCE COMPANY

(SEAL)
                                                     /s/ Henry D. Shaw
                                   By             ____________________________
                                                       Henry D. Shaw
                                                        President   


            /s/ Sandra M. DaDalt
Attest:  _______________________________
             Sandra M. DaDalt
             Assistant Secretary 
<PAGE>
 
      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities with John Hancock Variable Life Insurance Company and on the dates
indicated.

<TABLE>     
<CAPTION> 

      Signature          Title                              Date 
      ---------          -----                              ----  
<S>                      <C>                                <C> 
/s/ Patrick F. Smith
______________________   Controller (Principal                               
Patrick F. Smith         Accounting Officer and Acting
                         Principal Financial Officer)       April 27, 1998 
                                                                             
/s/ Henry D. Shaw
______________________   Vice Chairman of the Board                          
Henry D. Shaw            and President(Acting Principal                      
for himself and as       Executive Officer)                 April 27, 1998 
</TABLE>      

Attorney-In-Fact
    
FOR:  David D. D'Alessandro     Chairman of the Board
      Robert R. Reitano         Director
      Thomas J. Lee             Director
      Michele G. Van Leer       Director
      Barbara L. Luddy          Director
      Ronald J. Bogage          Director       
      

<PAGE>
 
                                      -3-
    
      Pursuant to the requirements of the Securities Act of 1933, the 
Registrant, John Hancock Variable Life Account S, has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, and its seal to be hereunto fixed and attested, all in the City
of Boston and Commonwealth of Massachusetts on the 27th day of April, 1998.     


                     JOHN HANCOCK VARIABLE LIFE ACCOUNT S
                                 (Registrant)

                 By John Hancock Mutual Life Insurance Company
                                  (Depositor)

(SEAL)

                                                  /s/ Henry D. Shaw
                                        By ______________________________
                                                   Henry D. Shaw
                                                     President

             /s/ Sandra M. DaDalt
Attest: _______________________________
               Sandra M. DaDalt
             Assistant Secretary 




<PAGE>
 
                                                                       EXHIBIT 6


[John Hancock Mutual Life Insurance Company Letterhead]

    
                                    April 26, 1998     


Board of Directors
John Hancock Variable Life Insurance Company

    Re: Actuarial Opinion:

Members of the Board:

    
    This opinion is furnished in connection with the filing of Post-Effective
Amendment to this Registration Statement on Form S-6 (File No. 333-15075) by
John Hancock Variable Life Insurance Company (JHVLICO) under the Securities Act
of 1933, as amended, with respect to the flexible premium variable life
insurance policy under which amounts will be allocated by JHVLICO to one or more
of the subaccounts of John Hancock Variable Life Account S ("Account"). The
flexible premium policy is described in the prospectus indicated in this amended
Registration Statement.     

    The policy form was prepared under my direction, and I am familiar with the
amended Registration Statement and exhibits thereto.  In my opinion, the
illustration of death benefit, surrender value, and accumulated premiums shown
in the appendix of the flexible premium prospectus included in the amended
Registration Statement, based on the assumptions stated in the illustrations,
are consistent with the provisions of the policy.  Such assumptions, including
the current cost of insurance rates and other charges, are reasonable.  The
policy has not been designed so as to make the relationship between premiums and
benefits, as shown in the illustrations, appear disproportionately more
favorable to a prospective purchaser of a policy for a standard risk male age 45
than to a prospective purchaser of a policy for a male at other ages or in
another risk classification or for a female nor, have the particular examples
set forth in the illustrations been selected for the purpose of making this
relationship appear more favorable.

    I hereby consent to the filing of this opinion as an exhibit to the amended
Registration Statement and to the use of my name under the heading "Experts" in
the prospectus to actuarial matters.


    
                                 DEBORAH A. POPPEL
                                 ----------------------
                                 Deborah A. Poppel, FSA
                                 Senior Associate Actuary     


<PAGE>
 
                                                                     EXHIBIT 7

              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
    
We consent to the reference to our firm under the caption "Experts" in the 
Prospectus and to the use of our reports dated February 6, 1998, with respect to
the financial statements of John Hancock Variable Life Account S, and dated 
February 18, 1998, with respect to the financial statements of John Hancock 
Variable Life Insurance Company, included in this Post-Effective Amendment
No. 1 to the Registration Statement (Form S-6, No. 333-15075).     

             
                                                /s/ Ernst & Young LLP
                                                ERNST & YOUNG LLP

Boston, Massachusetts
    
April 22, 1998     

<PAGE>
 
                                                                      EXHIBIT 12



[John Hancock Mutual Life Insurance Company Letterhead]


                                                      
                                                  April 27, 1998     



United States Securities
and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                Re: John Hancock Variable Life Account S
    
                    File Numbers 811-7782 and 333-15075     


Commissioners:

      This opinion is being furnished with respect to the filing of this post-
effective amendment of the Registrant's Registration Statement with the
Securities and Exchange Commission as required by Rule 485 under the Securities
Act of 1933.

      We have acted as counsel to Registrant for the purpose of preparing this
post-effective amendment which is being filed pursuant to paragraph (b) of Rule
485 and hereby represent to the Commission that in our opinion this post-
effective amendment does not contain disclosures which would render it
ineligible to become effective pursuant to paragraph (b).

      We hereby consent to the filing of this opinion with and as a part of this
post-effective amendment to Registrant's Registration Statement with the
Commission.

                                 Very truly yours,



                                 /s/ Sandra M. DaDalt.
                                 ---------------------
                                 Sandra M. DaDalt.
                                 Counsel



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