d1148576_13-d.htm

 
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response………11
   
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 5)*

American International Group, Inc.
(Name of Issuer)

Common Stock, $2.50 par value
(Title of Class of Securities)

026874784
(CUSIP Number)

Bruce R. Berkowitz
c/o Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL  33137
(305) 358-3000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

November 16, 2010
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*   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 disclosures provided in a prior cover page.
 
The information required on 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).

 
 
 


CUSIP No.
026874784
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Fairholme Capital Management, L.L.C.
  

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

3.
SEC USE ONLY
  
     
     

4.
SOURCE OF FUNDS*
  
     
 
AF
  

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
     
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

8.
SHARED VOTING POWER
  
     
 
37,879,897*
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
    
     
 
39,990,099*
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
 
  
 
39,990,099*
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  
[_]
 
CERTAIN SHARES*
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
29.0%
  

14.
TYPE OF REPORTING PERSON*
  
     
     
 
IA
  
     
*This amount assumes that the Reporting Person has converted 95% of the preferred shares held by the Reporting Person into common stock.

 
 
 


CUSIP No.
026874784
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Bruce R. Berkowitz
  

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

3.
SEC USE ONLY
  
     
     

4.
SOURCE OF FUNDS*
  
     
 
AF
  

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
     
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
United States of America
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

8.
SHARED VOTING POWER
  
     
 
37,879,897*
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
    
     
 
39,990,099*
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
 
  
 
39,990,099*
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  
[_]
 
CERTAIN SHARES*
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
29.0%
  

14.
TYPE OF REPORTING PERSON*
  
     
     
 
IN, HC
  
     
*This amount assumes that the Reporting Person has converted 95% of the preferred shares held by the Reporting Person into common stock.


 
 
 


CUSIP No.
026874784
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Fairholme Funds, Inc.
  

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

3.
SEC USE ONLY
  
     
     

4.
SOURCE OF FUNDS*
  
     
 
WC
  

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
     
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Maryland
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

8.
SHARED VOTING POWER
  
     
 
36,089,776*
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARES DISPOSITIVE POWER
    
     
 
36,089,776*
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
 
  
 
36,089,776*
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  
[_]
 
CERTAIN SHARES*
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
26.2%
  

14.
TYPE OF REPORTING PERSON*
  
     
     
 
IV
  
     
*This amount assumes that the Reporting Person has converted 95% of the preferred shares held by the Reporting Person into common stock.

 
 
 



CUSIP No.
026874784
    
     

Item 1.
Security and Issuer.
  

No material changes from the Schedule 13D filed by the Reporting Persons on September 17, 2010.
     
Item 2.
Identity and Background.
  

No material changes from the Schedule 13D filed by the Reporting Persons on October 14, 2010.

Item 3.
Source and Amount of Funds or Other Consideration.
  

No material changes from the Schedule 13D filed by the Reporting Persons on October 14, 2010.

Item 4.
Purpose of Transaction.
  

No material changes from the Schedule 13D filed by the Reporting Persons on November 1, 2010.

Item 5.
Interest in Securities of the Issuer.
  
     
(a-e)  As of the date hereof, Fairholme may be deemed to be the beneficial owner of 39,990,099* Shares (29.0%) of the Issuer, the Fund may be deemed to be the beneficial owner of 36,089,776* Shares (26.2%) of the Issuer and Bruce R. Berkowitz may be deemed to be the beneficial owner of 39,990,099* Shares (29.0%) of the Issuer, based upon the 137,942,375 Shares outstanding.**

Fairholme has the sole power to vote or direct the vote of 0 Shares, the Fund has the sole power to vote or direct the vote of 0 Shares and Bruce R. Berkowitz has the sole power to vote or direct the vote of 0 Shares to which this filing relates.  Fairholme has the shared power to vote or direct the vote of 37,879,897* Shares, the Fund has the shared power to vote or direct the vote of 36,089,776* Shares and Bruce R. Berkowitz has the shared power to vote or direct the vote of 37,879,897* Shares to which this filing relates.

Fairholme has the sole power to dispose or direct the disposition of 0 Shares, the Fund has the sole power to dispose or direct the disposition of 0 Shares and Bruce R. Berkowitz has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates.  Fairholme has the shared power to dispose or direct the disposition of 39,990,099* Shares, the Fund has the shared power to dispose or direct the disposition of 36,089,776* Shares and Bruce R. Berkowitz has the shared power to dispose or direct the disposition of 39,990,099* Shares to which this filing relates.

The trading dates, number of Shares purchased and the price per share for all transactions effected in the Shares since the 13D filed on November 1, 2010 by the Reporting Persons are set forth in Exhibit B and were effected in the open market.

The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.
 
  * This amount assumes that the Reporting Person has converted 95% of the preferred shares held by the Reporting Person into common stock.
**This number of outstanding Shares reflects the number of outstanding Shares at October 29, 2010, as reported by the Issuer, as adjusted to reflect the total number of securities that Fairholme can convert.
 
 
 
 
 

 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
  
 
to Securities of the Issuer.
 
  
No material changes from the Schedule 13D filed by the Reporting Persons on September 29, 2010.

Item 7.
Material to be Filed as Exhibits.
  

Exhibit A
Joint Filing Statement attached to the Schedule 13D filed by the Reporting Persons on October 14, 2010.
  
     
Exhibit B
A description of the transactions in the Shares that were effected by the Reporting Persons since the 13D that was filed on November 1, 2010 is filed herewith as Exhibit B.
  
     
     
     


 
 
 


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.

 
November 18, 2010
 
(Date)
   
   
 
Bruce R. Berkowitz
   
 
        By:  /s/ Bruce R. Berkowitz
   
 
Fairholme Capital Management, L.L.C.
   
 
        By:  /s/ Bruce R. Berkowitz
 
               Title: Managing Member
   
 
Fairholme Funds, Inc.
   
 
        By:  /s/ Bruce R. Berkowitz
 
                Title: President
   




Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 
 
 

 
 
Exhibit B
 
Transaction
Date
 Shares
Price
  
         
Transactions in Common Shares
      
         
         
Transactions in Accounts Managed by Fairholme Capital Management, L.L.C.
         
Sale (1)
11/4/2010
 4,500
$44.09
  
Purchase
11/5/2010
50,200
$43.59
  
Sale (1)
11/11/2010
2,200
$42.59
  
Purchase
11/15/2010
40,300
$42.40
  
Purchase
11/15/2010
3,400
$42.54
  
Purchase
11/15/2010
8,500
$42.42
  
Sale (1)
11/15/2010
25,800
$42.15
  
Sale (1)
11/16/2010
300
$41.47
  
         
         
Fairholme Funds, Inc.
        
         
Purchase
11/11/2010
139,800
$42.60
  
Purchase
11/12/2010
502,800
$41.81
  
Purchase
11/15/2010
355,300
$42.40
  
Purchase
11/16/2010
665,600
$41.72
  
         
         
Transactions in Preferred Shares
      
         
Transactions in Accounts Managed by Fairholme Capital Management, L.L.C.
         
 Sale (1)
11/5/2010
5,200
$7.49
  
 Sale (1)
11/12/2010
2,300
$7.45
  
 Sale (1)
11/16/2010
10,100
$7.00
  
 
(1)   These shares were held in a managed account managed by Fairholme Capital Management, L.L.C. pursuant to an investment management agreement that was terminated.  Accordingly, Fairholme Capital Management, L.L.C. and Bruce R. Berkowitz are no longer deemed to be beneficial owners of such securities.
 

 
SK 22146 0001 1148576