CINCINNATI FINANCIAL CORP
SC 13G, 1995-02-09
LIFE INSURANCE
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<PAGE>   1
                                      
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                                      
                                      
                                 SCHEDULE 13G
                                      
                  Under the Securities Exchange Act of 1934
                              (AMENDMENT NO. 4)
                                      
                          UNITED CITIES GAS COMPANY
            _____________________________________________________
                               (Name of Issuer)
                                      
                          COMMON STOCK, NO PAR VALUE
     ___________________________________________________________________
                        (Title of Class of Securities)
                                      
                                      
                                  909823106
            _____________________________________________________
                                (CUSIP Number)



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).
<PAGE>   2

CUSIP      909823106                                    13G page 2 of 6


___________________________________________________________________________
[1]  Name of Reporting Persons S.S. or I.R.S. Identification Nos.

    CINCINNATI FINANCIAL CORPORATION 31-0746871                            
___________________________________________________________________________
[2]  Check the Appropriate Box if a Member of a Group
    (a)  __________
    (b)  __________                                                        
___________________________________________________________________________
[3]  SEC Use Only


___________________________________________________________________________
[4]  Citizenship or Place of Organization

       FAIRFIELD, OHIO                                                     
___________________________________________________________________________
Number of     [5] Sole Voting Power         500,000 *
Shares        _____________________________________________________________
              [6] Shared Voting Power         -0-
Beneficially
Owned By

              _____________________________________________________________
Each          [7] Sole Dispositive Power
Reporting                                   500,000
Person        _____________________________________________________________
With          [8] Shared Dispositive Power    -0-


___________________________________________________________________________
[9]  Aggregate Amount Beneficially Owned By Each Reporting Person

                500,000       
___________________________________________________________________________
[10]  Check Box
If the Aggregate Amount in Row [9] Excludes Certain Shares

                N/A 
___________________________________________________________________________
[11]  Percent of Class Represented by Amount in Row 9

                4.770% 
___________________________________________________________________________
[12]  Type of Reporting Person*

                PH 
___________________________________________________________________________
<PAGE>   3

                                                              13G Page 3 of 6

Item 1 (a) Name of Issuer:     UNITED CITIES GAS COMPANY



Item 1 (b) Address of issuer's Principal Executive Offices:
       5300 MARYLAND WAY
       BRENTWOOD, TENNESSEE  37027


Item 2 (a)  Name of Person Filing:  CINCINNATI FINANCIAL CORPORATION



Item 2 (b)  Address of Principal Business Office:
       P.O. BOX 145496
       CINCINNATI, OHIO  45250-5496

Item 2 (c)  Citizenship:   OHIO



Item 2 (d)  Title of Class of Securities:
      COMMON STOCK, NO PAR VALUE


Item 2 (e)  CUSIP Number:
       909823106


       Item 3.  Type of Reporting Person

(a) [  ]  Broker or Dealer registered under Section 15 of the Act
(b) [  ]  Bank as defined in section 3(a) (6) of the Act
(c) [  ]  Insurance Company as defined in sections 3(a) (19) of the Act
(d) [  ]  Investment Company registered under section 8 of the Investment
          Company Act
(e) [  ]  Investment Adviser registered under section 203 of the
          Investment Advisers Act of 1940
(f) [  ]  Employees Benefit Plan, Pension Fund which is subject to the
          provisions of the Employee Retirement Income Security Act of
          1947 or Endowment Fund
(g) [ X]  Parent Holding Company, in accordance with 240.13d-b (ii) (G)
(h) [  ]  Group, in accordance with 240.13d-1 (b) (1) (ii) (H)
<PAGE>   4

                                                                13G page 4 of 6

    Item 4   Ownership:


(a)  Amount Beneficially Owned:   500,000



(b)  Percent of Class:     4.770%



(c)  Number of Shares as to which CFC has:



   (i)   sole power to vote or to direct the vote
         .............................................. 500,000


  (ii)  shared power to vote or to direct the vote
        ...............................................   -0-


  (iii) sole power to dispose or to direct
        the disposition of............................. 500,000


  (iv)  shared power to dispose or to direct
        the disposition of.............................   -0-



         Item 5.  Ownership of Five Percent or less of A Class:

                          4.770%



         Item 6.  Ownership of More than Five Percent on
                  Behalf of Another person.

                          N/A
<PAGE>   5




                                                        13G page 5 of 6

  Item 7.  Identification and Classification of the Subsidiary which
           Acquired the Security Being Reported on by the parent Holding
           Company:




This Schedule 13G is being filed by the Cincinnati Financial Corporation
for itself or, if item 3(g) has been checked, as a parent holding
company with respect to the holding of its following subsidiaries:


 [X ]  Cincinnati Financial Corporation (31-0746871), a parent
       holding company, in accordance with 240.13d-(b) (ii) (G)

 [  ]  Cincinnati Insurance Company (31-0542366), an insurance
       company as defined in sections 9 (a) (19) of the Act

 [  ]  Cincinnati Casualty Company (31-0826946), an insurance
       company as defined in sections 3 (a) (19) of the Act

 [  ]  Cincinnati Life Insurance Company (31-1213778), an
       insurance company as defined in sections 3 (a) (19) of the
       Act

 [  ]  Cincinnati Financial Retirement Plan Trust (31-0746871), an
       employee benefit plan, pension fund which is subject to the
       provisions of the Employee Retirement Income Security Act
       of 1947 or Endowment Fund
<PAGE>   6



                                                        13G Page 6 of 6
                

Item 8.   Identification and Classification of Members of the Group:



Item 9.   Notice of Dissolution of Group:



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 purposes 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 1, 1995                                 
                                                                  
                                                                  
          The Cincinnati Financial Corporation                    
                                                                  
                                                                  
          By /s/ Robert J. Driehaus
            ------------------------
               Robert J. Driehaus                                     
               Financial Vice President                               
                                                                  
                                                                  
                                                                  
          *THIS STOCK IS HELD IN CUSTODY BY THE FIFTH THIRD BANK. 
   


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