CINCINNATI FINANCIAL CORP
SC 13G/A, 1994-02-10
LIFE INSURANCE
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<PAGE>   1
<TABLE>
<S>                                                                        <C>                           
                                                                                     OMB APPROVAL        
                                 UNITED STATES                             OMB number:          3235-0145
                       SECURITIES AND EXCHANGE COMMISSION                  Expires:      October 31, 1994
                            WASHINGTON, D.C.  20549                        Estimated average burden      
                                                                           hours per response . . . 14.90
                                                                                                         
                                  SCHEDULE 13G

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
                                               
                               (AMENDMENT NO. 2)*
                                            ---
                                                

                           CINCINNATI FINANCIAL CORP.
                           --------------------------
                               (Name of Issuer)

                                     COMMON
                         ------------------------------
                         (Title of Class of Securities)

                                   172062101
                                 --------------
                                 (CUSIP Number)
</TABLE>

Check the following box if a fee is being paid with this statement [ ].  (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).





SEC 1745 (2/92)                   Page 1 of 4 pages
<PAGE>   2
CUSIP No. 172062101                      13G                Page 2 OF 4 PAGES


       NAME OF REPORTING PERSON
   1   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       THE CAPITAL GROUP, INC.
       86-0206507

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   2                                                          (a) [ ]
                                                              (b) [ ]

       SEC USE ONLY                                           
   3   
       CITIZENSHIP OR PLACE OF ORGANIZATION
   4
       DELAWARE

                                   SOLE VOTING POWER
                              5
                                      
         NUMBER OF                 2,070,900
                                       
          SHARES
                                   SHARED VOTING POWER
       BENEFICIALLY           6
                                   NONE
         OWNED BY

           EACH                    SOLE DISPOSITIVE POWER
                              7
         REPORTING                    
                                   3,352,790
          PERSON                       

                                   SHARED DISPOSITIVE POWER
           WITH               8
                                   NONE

       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   9
          
       3,352,790  Beneficial ownership disclaimed pursuant to Rule 13d-4
           

       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
  10

       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  11
          
       6.65%
           

       TYPE OF REPORTING PERSON*
  12
       HC
                      *SEE INSTRUCTION BEFORE FILLING OUT!


                               Page 2 of 4 pages
<PAGE>   3
             
CUSIP No. 172062101                      13G                Page 3 OF 4 PAGES
              

       NAME OF REPORTING PERSON
   1   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          
       CAPITAL GUARDIAN TRUST COMPANY
       95-2553868
           

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   2                                                      (a) [ ]
                                                          (b) [ ]
       SEC USE ONLY
   3
       CITIZENSHIP OR PLACE OF ORGANIZATION
   4
          
       CALIFORNIA
           

                                   SOLE VOTING POWER
                              5
                                      
         NUMBER OF                 2,070,900
                                       
          SHARES
                                   SHARED VOTING POWER
       BENEFICIALLY           6
                                      
         OWNED BY                  NONE
                                       
           EACH                    SOLE DISPOSITIVE POWER
                              7       
         REPORTING                 2,927,430
                                       
          PERSON
                                   SHARED DISPOSITIVE POWER
           WITH               8
                                      
                                   NONE
                                       

       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   9
          
       2,927,430  Beneficial ownership disclaimed pursuant to Rule 13d-4
           

       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
  10

       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  11
          
       5.81%
           

       TYPE OF REPORTING PERSON*
  12
          
       BK
           

                      *SEE INSTRUCTION BEFORE FILLING OUT


                               Page 3 of 4 pages
<PAGE>   4
                                                                       Page 4
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                  Schedule 13G
                   Under the Securities Exchange Act of 1934

                                     
Fee enclosed [ ]  or Amendment No. 2
                                  ---
                                      
Item 1(a)        Name of Issuer:
                 Cincinnati Financial Corp.
                 --------------------------

Item 1(b)        Address of Issuer's Principal Executive Offices:
                 Post Office Box 14567
                 ---------------------
                 Cincinnati, OH  45214
                 ---------------------
   
Item 2(a)        Name of Person(s) Filing:
                 The Capital Group, Inc. and Capital Guardian Trust Company
                 ----------------------------------------------------------

Item 2(b)        Address of Principal Business Office:
                 333 South Hope Street
                 ---------------------
                 Los Angeles, CA  90071
                 ----------------------

Item 2(c)        Citizenship:   N/A 
                                ---

Item 2(d)        Title of Class of Securities:  Common
                                                ------

Item 2(e)        CUSIP Number:  172062101
                                ---------
   
Item 3           The person(s) filing is(are):
    
                 (b)         [x]         Bank as defined in Section 3(a)(6) of 
                                         the Act.
                 (e)         [ ]         Investment Adviser registered under 
                                         Section 203 of the Investment Advisers 
                                         Act of 1940.
                 (g)         [x]         Parent Holding Company in accordance 
                                         with Section 240.13d-1(b)(1)(ii)(G).
   
Item 4           Ownership
    
                 (a)         Amount Beneficially Owned:
                                                     
                             See item 9, pg. 2 and 3
                             -----------------------
                                                      
                                                                         
                 (b)         Percent of Class:  See item 11, pg. 2 and 3
                                                ------------------------
                                                                          
                 (c)         Number of shares as to which such person has:

                             i)          sole power to vote or to direct the 
                                                                       
                                         vote  See item 5, pg. 2 and 3
                                               -----------------------
                                                                        
                             ii)         shared power to vote or to direct the 
                                         vote  None
                                               ----
                             iii)        sole power to dispose or to direct 
                                         the disposition of  See item 7, pg. 2 
                                                             -----------------
                                               
                                         and 3
                                         -----
                                                
                             iv)         shared power to dispose or to direct
                                         the disposition of None - beneficial
                                                            -----------------
                                         ownership disclaimed pursuant to Rule
                                         -------------------------------------
                                         13d-4
                                         -----

Item 5           Ownership of 5% or Less of a Class:  N/A




Item 6           Ownership of More than 5% on Behalf of Another Person:  N/A
                                                                         ---
   
Item 7           Identification and Classification of the Subsidiary Which
                 ---------------------------------------------------------
                 Acquired the Security Being Reported on By the Parent Holding
                 -------------------------------------------------------------
                 Company
                 -------

                 (1)         Capital Guardian Trust Company is a Bank as
                             defined in Section 3(a)(6) of the Act and a wholly
                             owned subsidiary of The Capital Group, Inc.
                 (2)         Capital Research and Management Company is an
                             Investment Adviser registered under Section 203 of
                             the Investment Advisers Act of 1940 and is a wholly
                             owned subsidiary of The Capital Group, Inc.
                 (3)         Capital International Limited (CIL) does not fall
                             within any of the categories described in Rule
                             13d-1-(b)(ii)(A-F) but its holdings of any
                             reported securities come within the five percent
                             limitation as set forth in a December 15, 1986
                             no-action letter from the Staff of the Securities
                             and Exchange Commission to The Capital Group, Inc.
                             CIL is a wholly owned subsidiary of The Capital
                             Group, Inc.
                 (4)         Capital International S.A. (CISA) does not fall
                             within any of the categories described in Rule
                             13d-1-(b)(ii)(A-F) but its holdings of any
                             reported securities come within the five percent
                             limitation as set forth in a December 15, 1986
                             no-action letter from the Staff of the Securities
                             and Exchange Commission to The Capital Group, Inc.
                             CISA is a wholly owned subsidiary of The Capital
                             Group, Inc.

Item 8           Identification and Classification of Members of the Group:
                 N/A
                 ---

Item 9           Notice of Dissolution of the Group:  N/A
                                                      ---
   
Item 10          Certification
                 -------------
                 By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
                    
                 Signature
                 ---------
                     
                 After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
          
Date:  February 11, 1994
           
Signature:       /s/ Philip de Toledo
                 ----------------------------------------------
Name/Title:      Philip de Toledo, Vice President and Treasurer      
                 ----------------------------------------------
                 The Capital Group, Inc.                                   
                 -----------------------
          
Date:  February 11, 1994
           
                    
Signature:       /s/ Eugene P. Stein
                 -----------------------------------------
Name/Title:      Eugene P. Stein, Executive Vice President
                 -----------------------------------------
                 Capital Guardian Trust Company                       
                     
<PAGE>   5
   
                                   AGREEMENT



                                   Los Angeles, California
                                   February 11, 1994


                 Capital Guardian Trust Company ("CGTC") and The Capital Group,
Inc. ("CG") hereby agree to file a joint statement on Schedule 13G under the
Securities Exchange Act of 1934 (the "Act") in connection with their beneficial
ownership of Common stock issued by Cincinnati Financial Corp.

                 CGTC and CG state that they are both entitled to individually
use Schedule 13G pursuant to Rule 13d-1(c) of the Act.

                 Both CGTC and CG are responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and accuracy of
the information concerning each of them contained therein but neither is
responsible for the completeness or accuracy of the information concerning the
other.

                                   CAPITAL GUARDIAN TRUST COMPANY



                                   BY:    /s/ Eugene P. Stein
                                       -----------------------------------
                                          Eugene P. Stein
                                          Executive Vice President


                                   THE CAPITAL GROUP, INC.



                                   BY:    /s/ Philip de Toledo
                                       -----------------------------------
                                          Philip de Toledo
                                          Vice President and Treasurer





                                   EXHIBIT A
    


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