<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------
                                    FORM 10-Q
                                   -----------


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM ________ TO ________.

                          Commission File Number 20418

                              KENNEDY-WILSON, INC.
             (Exact name of registrant as specified in its charter)


            Delaware                                    95-4364537
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)


  9601 Wilshire Blvd., Suite 220                          90210
        Beverly Hills, CA                               (Zip Code)
(Address of principal executive offices)




                                 (310) 887-6400
              (Registrant's telephone number, including area code)

                                   -----------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: Common stock, $.01 par value;
8,720,233 shares outstanding at May 10, 2001.


<PAGE>   2



                              KENNEDY-WILSON, INC.
                     INDEX TO QUARTERLY REPORT ON FORM 10-Q
                                 MARCH 31, 2001

<TABLE>
<CAPTION>

                                                                                                 Page
                                                                                                 ----
<S>                                                                                              <C>
PART I.  Financial Information

     Item 1.   Financial Statements

           Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000 (Unaudited)       3

           Consolidated Statements of Income for the Three-Month Periods Ended March 31,
           2001 and 2000 (Unaudited)                                                                4

           Consolidated Statements of Cash Flows for the Three-Month Periods Ended March 31,
           2001 and 2000 (Unaudited)                                                                5

           Notes to Consolidated Financial Statements (Unaudited)                                   6

     Item 2.   Management's Discussion and Analysis of Financial Condition and Results of
                  Operations                                                                        9

     Item 3.   Quantitative and Qualitative Disclosure about Market Risk                           12

PART II.  Other Information                                                                        13

     Item 6.   Exhibits and Reports on Form 8-K                                                    13

</TABLE>



                                       2
<PAGE>   3



                      KENNEDY-WILSON, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   UNAUDITED

<TABLE>
<CAPTION>

                                                                        March 31,               December 31,
                                                                          2001                      2000
                                                                     -------------              ------------
<S>                                                                  <C>                        <C>
ASSETS
Cash and cash equivalents                                            $   2,162,000              $   5,228,000
Cash -- restricted                                                         256,000                    696,000
Accounts receivable                                                     11,185,000                 12,399,000
Notes receivable                                                        15,731,000                 11,320,000
Real estate held for sale                                                3,447,000                 19,248,000
Investments in joint ventures                                           50,236,000                 43,167,000
Contracts, furniture, fixtures, equipment
   and other assets                                                     17,591,000                 16,599,000
Goodwill, net                                                           24,228,000                 24,447,000
                                                                     -------------              -------------
Total assets                                                         $ 124,836,000              $ 133,104,000
                                                                     =============              =============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Accounts payable                                                     $   1,361,000              $   2,283,000
Accrued expenses and other liabilities                                   2,789,000                  6,404,000
Accrued salaries and benefits                                            3,579,000                  6,138,000
Accrued income taxes payable                                             4,711,000                  4,475,000
Notes payable                                                            7,626,000                  8,423,000
Borrowings under lines of credit                                        29,537,000                 28,938,000
Mortgage loans payable                                                   3,012,000                  4,637,000
Senior unsecured notes                                                  14,562,000                 14,542,000
Subordinated debt                                                        7,500,000                  7,500,000
                                                                     -------------              -------------
         Total liabilities                                              74,677,000                 83,340,000
                                                                     -------------              -------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

Preferred stock, $0.01 par value: 5,000,000
     shares authorized; none issued as of
     March 31, 2001 and December 31, 2000                                     --                         --
Common stock, $0.01 par value: 50,000,000 shares
     authorized; 8,711,233 and 8,648,640 shares
     issued and outstanding as of March 31, 2001
     and December 31, 2000, respectively                                    87,000                     87,000
Additional paid-in capital                                              48,333,000                 45,458,000
Restricted stock                                                        (2,901,000)                      --
Retained earnings                                                        4,750,000                  4,365,000
Notes receivable from stockholders                                        (110,000)                  (146,000)
                                                                     -------------              -------------
         Total stockholders' equity                                     50,159,000                 49,764,000
                                                                     -------------              -------------
Total liabilities and stockholders' equity                           $ 124,836,000              $ 133,104,000
                                                                     =============              =============

</TABLE>

                See notes to consolidated financial statements.


                                       3
<PAGE>   4


                      KENNEDY-WILSON, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                    UNAUDITED

<TABLE>
<CAPTION>

                                                    For the three months ended
                                                             March 31,
                                                  -------------------------------
                                                       2001             2000
                                                  -------------     -------------
<S>                                                <C>              <C>
REVENUE

Property management and leasing fees               $ 8,167,000      $ 8,495,000
Commissions                                          3,464,000        3,613,000
Sales of residential real estate                     4,533,000       22,999,000
Equity in income of joint venture investments          789,000        1,336,000
Gain on sale of commercial real estate                 281,000             --
Gain on restructured notes receivable                  246,000        1,407,000
Interest and other income                              201,000          826,000
                                                   -----------      -----------
         Total revenue                              17,681,000       38,676,000
                                                   -----------      -----------

OPERATING EXPENSES

Commissions and marketing expenses                   2,017,000        1,233,000
Cost of residential real estate sold                 4,307,000       20,257,000
Compensation and related expenses                    6,330,000        8,128,000
General and administrative                           2,724,000        4,357,000
Depreciation and amortization                          919,000          970,000
Interest expense                                       763,000        1,483,000
                                                   -----------      -----------
         Total operating expenses                   17,060,000       36,428,000
                                                   -----------      -----------
Income before provision for income taxes               621,000        2,248,000
Provision for income taxes                             236,000          564,000
                                                   -----------      -----------
NET INCOME                                         $   385,000      $ 1,684,000
                                                   ===========      ===========

Share data:
Basic net income per share                         $      0.04      $      0.19
Basic weighted average shares                        8,694,288        9,080,887

Diluted net income per share                       $      0.04      $      0.17
Diluted weighted average shares                      8,920,732       10,264,576

</TABLE>

                See notes to consolidated financial statements.



                                       4
<PAGE>   5



                      KENNEDY-WILSON, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED

<TABLE>
<CAPTION>

                                                               For the three months ended
                                                                        March 31,
                                                             -------------------------------
                                                                 2001              2000
                                                             -------------      ------------
<S>                                                          <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                   $    385,000       $  1,684,000
Adjustments to reconcile net income to net
     cash used in operating activities:
     Depreciation and amortization                                919,000            970,000
     Equity in income of joint venture investments               (789,000)        (1,336,000)
     Gain on restructured notes receivable -- non-cash               --             (740,000)
     Compensation expense for restricted stock                     74,000               --
Change in assets and liabilities:
     Accounts receivable                                        1,214,000          1,976,000
     Other assets                                              (1,446,000)        (2,046,000)
     Accounts payable                                            (922,000)          (944,000)
     Accrued expenses and other liabilities                    (5,938,000)        (6,400,000)
                                                             ------------       ------------
     Net cash used in operating activities                     (6,503,000)        (6,836,000)
                                                             ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of contracts, furniture, fixtures
     and equipment                                               (246,000)          (303,000)
Purchase and additions to real estate held for sale            (1,616,000)       (18,724,000)
Proceeds from sales of real estate held for sale               11,992,000         19,835,000
Additions to notes receivable                                  (2,455,000)           (97,000)
Settlements of notes receivable                                 3,469,000          1,652,000
Distributions from joint ventures                               1,920,000          1,873,000
Contributions to joint ventures                                (8,200,000)        (7,005,000)
Cash - restricted decrease                                        440,000          2,036,000
                                                             ------------       ------------
    Net cash provided by (used in) investing activities         5,304,000           (733,000)
                                                             ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of mortgage loans payable                              1,731,000            643,000
Repayment of mortgage loans payable                            (3,356,000)        (2,593,000)
Borrowings under lines of credit                               10,035,000          6,032,000
Repayment of lines of credit                                   (9,436,000)        (1,072,000)
Borrowings under notes payable                                  1,100,000          7,059,000
Repayment of notes payable                                     (1,897,000)          (640,000)
Senior unsecured notes                                             20,000               --
Repayment of subordinated debt                                       --           (5,000,000)
Issuance of common stock                                           93,000            134,000
Repurchase of common stock                                       (193,000)              --
Loan repayments from stockholders                                  36,000             18,000
                                                             ------------       ------------
    Net cash (used in) provided by financing activities        (1,867,000)         4,581,000
                                                             ------------       ------------
Net decrease in cash and cash equivalents                      (3,066,000)        (2,988,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                  5,228,000          5,243,000
                                                             ------------       ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                     $  2,162,000       $  2,255,000
                                                             ============       ============

</TABLE>

                See notes to consolidated financial statements.


                                       5
<PAGE>   6

                      KENNEDY-WILSON, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                    UNAUDITED


NOTE 1 - FINANCIAL STATEMENT PRESENTATION

The above financial statements have been prepared by Kennedy-Wilson, Inc. a
Delaware corporation, and subsidiaries (the "Company") without audit by
independent public accountants, pursuant to the Rules and Regulations
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934. The statements, in the opinion of the Company, present
fairly the financial position and results of operations for the dates and
periods indicated. The information presented as of and for the three-month
period ended March 31, 2001 and 2000 has not been audited by independent
accountants, but includes all adjustments (consisting of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of the results for such periods. The results of operations for the
three months ended March 31, 2001 are not necessarily indicative of results that
might be expected for the full fiscal year. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the Rules and Regulations of the Securities and Exchange Commission.
The Company believes that the disclosures contained in the financial statements
are adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the financial statements and the
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000. Certain reclassifications have been made to prior
period balances to conform to the current period presentation. The Company's
adoption of SFAS 133, Accounting for Derivative Investments and Hedging
Activities, on January 1, 2001 did not have a material impact on the Company's
financial position or results of operations.

NOTE 2 - NOTES RECEIVABLE

Notes receivable consists primarily of non-performing notes and related assets
acquired from financial institutions. A majority of these notes are typically
collateralized by real estate, personal property or guarantees.

NOTE 3 - INVESTMENTS IN JOINT VENTURES

The Company has a number of partnerships and joint venture interests ranging
from 2% to 50% that were formed to acquire, manage, develop and/or sell real
estate. These investments are accounted for under the equity method. Investments
in joint ventures also include mezzanine loans to real estate developers for new
single-family residential developments. These investments are accounted for
under the cost method.

NOTE 4 - REAL ESTATE HELD FOR SALE

Real estate held for sale is comprised of commercial and residential properties
and land, and is accounted for at the lower of carrying amount or fair value
less cost to sell. Real estate is classified as held for sale since the
Company's intent is to acquire and dispose of properties as part of its normal
course of business.


                                       6
<PAGE>   7



NOTE 5 - EARNINGS PER SHARE

The following table sets forth the calculation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>

                                                          For the three months ended
                                                                   March 31,
                                                        -----------------------------
                                                            2001            2000
                                                        ------------     -----------
<S>                                                     <C>              <C>
BASIC CALCULATION

Net income                                              $   385,000      $ 1,684,000
                                                        ===========      ===========

Weighted average shares                                   8,694,288        9,080,887
                                                        ===========      ===========

Earnings per share - Basic                              $      0.04      $      0.19
                                                        ===========      ===========

DILUTED CALCULATION

Net income                                              $   385,000      $ 1,684,000
Income effect of dilutive securities, tax effected               --           74,000
                                                        -----------      -----------
Diluted net income                                      $   385,000      $ 1,758,000
                                                        ===========      ===========

Weighted average shares                                   8,694,288        9,080,887
Convertible debentures                                           --          750,000
Common stock equivalents                                    226,444          433,689
                                                        -----------      -----------
Total diluted shares                                      8,920,732       10,264,576
                                                        ===========      ===========

Earnings per share - Diluted                            $      0.04      $      0.17
                                                        ===========      ===========

</TABLE>

At March 31, 2001, potentially dilutive convertible debentures are excluded
from the diluted earnings per share calculation as their effect is
anti-dilutive.

NOTE 6 - SEGMENT INFORMATION

The Company's business activities currently consist of property management,
commercial and residential brokerage, and various types of real estate and note
investments. The Company's segment disclosure with respect to the determination
of segment profit or loss and segment assets is based on these services and its
various investments:

Property Management - As a result of recent acquisitions, the Company has become
a nationwide commercial and residential property management and leasing company,
providing a full range of services relating to property management, including
tenant representation. The Company also provides asset management services for
some of our joint ventures.

Brokerage - Through its various offices, the Company provides specialized
brokerage services for both commercial and residential real estate and provides
other real estate services such as property valuations, development and
implementation of marketing plans, arranging financing, sealed bid auctions and
open bid auctions.

Investments - With joint venture partners and on its own, the Company invests in
commercial and residential real estate and purchases and manages pools of
distressed notes. The Company's current real estate portfolio focuses on
commercial buildings and multiple and single-family residences. The Company


                                       7
<PAGE>   8



has entered into joint ventures with large international investors, to invest in
both U.S. and Japanese real estate and note pools. The Company also makes
mezzanine loans to real estate developers for new single-family, residential
developments.

The following table reconciles the Company's income and expense activity for the
three months ended March 31, 2001 and balance sheet data as of March 31, 2001.
The Company does not disclose based on geographic segments due to immateriality.

              2001 Reconciliation of Reportable Segment Information


<TABLE>
<CAPTION>
                             Property
                            Management       Brokerage      Investments       Corporate     Consolidated
                           ------------    ------------    ------------    ------------     ------------
<S>                        <C>             <C>             <C>               <C>            <C>
Property management
   and leasing fees        $  7,560,000    $    419,000    $    188,000                     $  8,167,000
Commissions                     701,000       2,424,000         339,000                        3,464,000
Sales of residential
   real estate                                                4,533,000                        4,533,000
Other                                         1,030,000         423,000    $     64,000        1,517,000
                           ------------    ------------    ------------    ------------     ------------
Total revenue                 8,261,000       3,873,000       5,483,000          64,000       17,681,000
                           ------------    ------------    ------------    ------------     ------------
Operating expenses            7,238,000       1,617,000       5,050,000       3,155,000       17,060,000
                           ------------    ------------    ------------    ------------     ------------
Income before provision
   for income taxes        $  1,023,000    $  2,256,000    $    433,000    $ (3,091,000)    $    621,000
                           ============    ============    ============    ============     ============


Total assets               $ 16,592,000    $ 21,325,000    $ 64,551,000    $ 22,368,000     $124,836,000
                           ============    ============    ============    ============     ============

</TABLE>


The following table reconciles the Company's income and expense activity for the
three months ended March 31, 2000, and balance sheet data as of March 31, 2000.

              2000 Reconciliation of Reportable Segment Information

<TABLE>
<CAPTION>

                            Property
                            Management      Brokerage      Investments      Corporate       Consolidated
                           ------------    ------------    ------------    ------------     ------------
<S>                        <C>             <C>             <C>             <C>              <C>
Property management
   and leasing fees        $  8,213,000    $    282,000                                     $  8,495,000
Commissions                   2,277,000       1,336,000                                        3,613,000
Sales of residential
   real estate                                             $ 22,999,000                       22,999,000
Other                                           433,000       2,788,000    $    348,000        3,569,000
                           ------------    ------------    ------------    ------------     ------------
Total revenue                10,490,000       2,051,000      25,787,000         348,000       38,676,000

Operating expenses            8,193,000       1,336,000      23,908,000       2,991,000       36,428,000
                           ------------    ------------    ------------    ------------     ------------
Income before provision
   for income taxes        $  2,297,000    $    715,000    $  1,879,000    $ (2,643,000)    $  2,248,000
                           ============    ============    ============    ============     ============


Total assets               $ 18,287,000    $ 22,649,000    $ 51,231,000    $ 40,937,000     $133,104,000
                           ============    ============    ============    ============     ============

</TABLE>



                                       8
<PAGE>   9

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW

We are an international real estate services and investment company. We provide
property management and leasing services, asset management, commercial and
residential brokerage, and auction services to clients primarily in the U.S. and
Japan. Our clients include financial institutions, major corporations, real
estate developers, insurance companies and governmental agencies. We also invest
in commercial and residential real estate, as well as individual and pools of
distressed notes both in the U.S. and Japan.

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

TOTAL REVENUE

Total revenue for the three months ended March 31, 2001 was approximately $17.7
million, as compared to $38.7 million during the same period in 2000. Earnings
before taxes for the three months ended March 31, 2001 were $621,000, compared
to $2.2 million for the same period in 2000. Net income for the three months
ended March 31, 2001 was $385,000, compared to $1.7 million for the same period
in 2000.

Property management and leasing operations generated approximately $8.2 million
of revenue in the first quarter of 2001, representing 46.2% of our total revenue
as compared to approximately $8.5 million for the same period in 2000. As of
March 31, 2001, we had under management a portfolio of approximately 70 million
square feet of commercial, industrial and apartment properties located in 24
states and Japan.

Brokerage commission revenue for the first quarter of 2001 was approximately
$3.5 million, representing 19.6% of total revenue, compared to brokerage
commission revenue for the first quarter of 2000 of approximately $3.6 million.

Sales of residential real estate were approximately $4.5 million for the three
months ended March 31, 2001, representing 25.6% of total revenue compared to
approximately $23 million for the same three months in 2000. Revenue for the
first quarter of 2001 represents the sale of 19 units in a 109-unit, single
family residential development near Palm Springs, California. This compares to
sales in the first quarter of 2000 of three projects, a 53-unit condominium
complex in West Los Angeles, fifteen units in the same single family residential
development mentioned above, and a single family home in West Los Angeles. The
sales of residential real estate for both years reflect our continuing strategy
to sell upon completion of planned improvements, rather than holding for
speculation.

Equity in income of joint venture investments totaled approximately $789,000 for
the first quarter in 2001, or 4.5% of total revenue compared to $1.3 million
realized in the first quarter of 2000. The decrease in equity income is due, in
part, to a decrease in revenue associated with the mezzanine lending projects,
most of which have matured.

Gains on restructured notes totaled $246,000 for the period ended March 31,
2001, or 1.4% of total revenues, compared to $1.4 million for the same period


                                       9
<PAGE>   10


in 2000. The decrease in revenue reflects the fact that most of the large notes
have been settled or restructured and we are now in the process of settling the
smaller notes. Our strategy to collect the note balances consists of either
restructuring the note to performing status, negotiating a payoff, or
foreclosing and selling the related collateral.

TOTAL OPERATING EXPENSES

Operating expenses for the first quarter of 2001 were approximately $17.1
million, representing a 53% decrease from $36.4 million for the same period in
2000. The decrease was due, in part, to aggressive cost reduction initiatives
that reduced compensation and general and administrative expenses by $3.4
million compared to the same period last year. Total expenses also decreased due
to the reduced costs related to the sales of residential real estate as
discussed above.

Brokerage commissions and marketing expenses increased to $2 million for the
period ended March 31, 2001 from $1.2 million during the same period of 2000,
primarily as a result of the increased broker commission expense associated with
brokerage and leasing commissions.

Cost of residential real estate sold was approximately $4.3 million for the
period ended March 31, 2001, a 79% decrease from approximately $20.3 million for
the same period in 2000. The decrease correlates with the decreased revenues
from the sales of residential real estate discussed above.

Compensation and related expenses were approximately $6.3 million for the first
quarter of 2001, down 22% from approximately $8.1 million for the first quarter
of 2000. The decrease was primarily a result of the cost reduction initiatives
mentioned above.

General and administrative expenses were approximately $2.7 million for the
first quarter of 2001, representing a 39% decrease from the same period in 2000
expenses of approximately $4.4 million. Again, the decrease is due primarily to
the cost reduction initiatives.

Depreciation and amortization expense decreased to $919,000 for the period ended
March 31, 2001, a 5% decrease from the $970,000 during the same period of 2000.

Interest expense was approximately $763,000 for the first quarter of 2001,
compared to approximately $1.5 million during the same period in 2000,
representing a 49% decrease.

The provision for income taxes was $236,000 for the first quarter in 2001, a 58%
decrease compared to $564,000 for the first quarter of 2000, as a result of the
reduction of taxable income for the quarter

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources requirements include expenditures for
distressed note pools, the acquisition of property management portfolios, real
estate held for sale, and working capital needs. Historically, we have not
required significant capital resources to support our brokerage operations. We
finance our operations with internally generated funds and borrowings under our
revolving lines of credit as described below. Our investments in real estate are
typically financed by mortgage loans secured


                                       10
<PAGE>   11



primarily by that real estate. These mortgage loans are generally nonrecourse in
that, in the event of default, recourse will be limited to the mortgaged
property serving as collateral, subject to certain exceptions that are standard
in the real estate industry.

Cash used in operating activities during the three months ended March 31, 2001
was approximately $6.5 million, compared to approximately $6.8 million in cash
used in operating activities for the same period in 2000. The change included an
increase in other assets, offset by the decrease in accrued expenses and
accounts payable.

Cash provided by investing activities during the three months ended March 31,
2001 was approximately $5.3 million, compared to approximately $737,000 in cash
used in investing activities during the same period in 2000. The change resulted
primarily from the sale of real estate.

Cash used in financing activities was approximately $1.9 million for the first
quarter of 2001, compared to cash provided by financing activities for the same
period of 2000 of about $4.6 million. The change resulted from the paydown of
notes payable and mortgage loans.

To the extent that we engage in additional strategic investments, we may need to
obtain third party financing which could include bank financing or the public
sale or private placement of debt or equity securities. We believe that existing
cash, plus capital generated from property management and leasing, brokerage,
sales of real estate owned, collections from notes receivable, as well as our
current unsecured $32 million lines of credit with East-West Bank and Tokai
Bank, will provide us with sufficient capital requirements for the foreseeable
future.

We intend to retain earnings to finance our growth and, therefore, do not
anticipate paying any dividends. We believe that funds generated from operations
together with existing cash and available credit under our credit facilities
will be sufficient to finance our current operations, planned investments and
internal growth. Our need, if any, to raise additional funds to meet our working
capital and capital requirements will depend on numerous factors, including the
success and pace of the implementation of our strategy for growth. We regularly
monitor capital raising alternatives to be able to take advantage of other
available avenues to support our working capital and investment needs, including
strategic partnerships and other alliances, bank borrowings, and the sale of
equity or debt securities.




                                       11
<PAGE>   12



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company's exposure to market risk has not materially changed from what was
reported on the Company's Form 10-K for the year ended December 31, 2000.

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements as well as historical
information. Forward looking statements, which are included in accordance with
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, may involve known and unknown risks, uncertainties and other factors that
may cause the company's actual results and performance to be materially
different from any results or performance suggested by the statements in this
report. When used in our documents or oral presentations, the words "plan,"
"believe," "anticipate," "estimate," "expect," "objective," "projection," "
forecast," "goal," or similar words are intended to identify forward-looking
statements.





                                       12
<PAGE>   13



                          PART II--- OTHER INFORMATION


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

          None

     (b) Reports on Form 8-K

          None





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 thereunto duly authorized.



                                              KENNEDY-WILSON, INC.
                                        --------------------------------
                                                   Registrant
Date: May 14, 2001

     /s/ Freeman A. Lyle
---------------------------------
Freeman A. Lyle
Executive Vice President & Chief Financial Officer
(Principal Financial and Accounting Officer)




                                       13