Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 9, 2010

 

 

KENNEDY-WILSON HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-33824   26-0508760

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

9701 Wilshire Blvd., Suite 700,

Beverly Hills, California

   90212
(Address of Principal Executive Offices)   (Zip Code)

(310) 887-6400

(Registrant’s telephone number, including area code)

      

 

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 2.02 Results of Operations and Financial Condition.

On August 9, 2010, Kennedy-Wilson Holdings, Inc. (the “Company”) issued a press release announcing the Company’s earnings for the second quarter ended June 30, 2010. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein in its entirety.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2010, which disclosures are incorporated by reference herein, the Company agreed to repurchase (the “Repurchase”) 1,000,000 shares of the Company’s common stock held by The Guardian Life Insurance Company of America (“Guardian”). The Company and Guardian completed the Repurchase on August 11, 2010. Upon the consummation of the Repurchase, Thomas Sorell, Guardian’s designee on the Company’s Board of Directors, resigned from the Board of Directors of the Company effective as of August 11, 2010.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 99.1:    Press Release, dated August 9, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    KENNEDY-WILSON HOLDINGS, INC.
Dated: August 12, 2010     By:   /s/    FREEMAN A. LYLE        
      Name:   Freeman A. Lyle
      Title:   Chief Financial Officer

EXHIBIT INDEX

 

Exhibit No.

   

Description

99.1    Press Release, dated August 9, 2010