-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wib3Y7FYJBj2ZqVdeWL/iGJbYtMdG20E1SrceMU0yGf9/v7Q7IZ0gqPME2RLQ/rW jfCpzawthwFzI0uI1QgMMw== 0000919574-10-006667.txt : 20101115 0000919574-10-006667.hdr.sgml : 20101115 20101115164204 ACCESSION NUMBER: 0000919574-10-006667 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101111 FILED AS OF DATE: 20101115 DATE AS OF CHANGE: 20101115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKOWITZ BRUCE R CENTRAL INDEX KEY: 0001214344 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08787 FILM NUMBER: 101193140 MAIL ADDRESS: STREET 1: C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. STREET 2: 4400 BISCAYNE BOULEVARD, 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000005272 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132592361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 70 PINE ST CITY: NEW YORK STATE: NY ZIP: 10270 BUSINESS PHONE: 2127707000 MAIL ADDRESS: STREET 1: 70 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10270 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INTERNATIONAL ENTERPRISES INC DATE OF NAME CHANGE: 19700507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FAIRHOLME CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056831 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08787 FILM NUMBER: 101193141 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-358-3000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FAIRHOLME FUNDS INC CENTRAL INDEX KEY: 0001096344 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08787 FILM NUMBER: 101193142 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-358-3000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 FORMER NAME: FORMER CONFORMED NAME: FAIRHOLMES FUNDS INC DATE OF NAME CHANGE: 19991005 4 1 p1147779.xml X0303 4 2010-11-11 0 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001056831 FAIRHOLME CAPITAL MANAGEMENT LLC 4400 BISCAYNE BOULEVARD 9TH FLOOR MIAMI FL 33137 0 0 1 0 0001096344 FAIRHOLME FUNDS INC C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. 4400 BISCAYNE BOULEVARD, 9TH FLOOR MIAMI FL 33137 0 0 1 0 0001214344 BERKOWITZ BRUCE R C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. 4400 BISCAYNE BOULEVARD, 9TH FLOOR MIAMI FL 33137 0 0 1 0 Common Stock 2010-11-11 4 P 0 139800 42.60 A 32063000 D Common Stock 35643300 I See Footnote Common Stock 2010-11-11 4 J 0 2200 42.59 D 35641100 I See Footnote Common Stock 2010-11-12 4 P 0 502800 41.81 A 32565800 D Common Stock 36143900 I See Footnote Convertible Preferred Stock 2010-11-12 4 J 0 2300 D Common Stock 216 29872526 I See Footnote Convertible Preferred Stock Common Stock 0 26703326 D These securities are directly owned by The Fairholme Fund, a series of Fairholme Funds, Inc. (the "Fund"), which is a Reporting Person. The reported securities are directly owned by the Fund and managed accounts advised by Fairholme Capital Management, L.L.C. ("Fairholme"). The securities may be deemed to be beneficially owned by Fairholme, as the investment manager, and by Bruce R. Berkowitz ("Mr. Berkowitz") as the managing member of Fairholme. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The securities were held in an account managed by Fairholme and were sold pursuant to an investment management agreement that was terminated. Accordingly, Fairholme and Mr. Berkowitz are no longer deemed to be the beneficial owners of such securities. The exchange is for 0.09867 shares of the Issuer's common stock, par value $2.50 per share, plus $3.2702 in cash for each validly tendered and accepted unit of convertible preferred stock. The exchange offer for the convertible preferred stock expires on November 17, 2010. This amount assumes that the Reporting Person has converted 95% of the preferred shares held by the Reporting Person into common stock. The reported securities are directly owned by the Fund, Fairholme Focused Income Fund, a series of Fairholme Funds, Inc. and managed accounts advised by Fairholme. The securities may be deemed to be beneficially owned by Fairholme, as the investment manager, and by Bruce R. Berkowitz ("Mr. Berkowitz") as the managing member of Fairholme. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Fairholme Capital Management, L.L.C. /s/ Bruce R. Berkowitz 2010-11-15 Fairholme Funds, Inc. By: Fairholme Capital Management, L.L.C., Investment Manager /s/ Bruce R. Berkowitz 2010-11-15 Bruce R. Berkowitz /s/ Bruce R. Berkowitz 2010-11-15 -----END PRIVACY-ENHANCED MESSAGE-----