<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 JUNE 30, 2000

[ ]     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
      INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)

        9601 WILSHIRE BLVD, # 220
         BEVERLY HILLS, CALIFORNIA                          90210
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                                 (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;
9,100,162 SHARES OUTSTANDING AT AUGUST 14, 2000.

================================================================================

<PAGE>   2

                              KENNEDY-WILSON, INC.
                     INDEX TO QUARTERLY REPORT ON FORM 10-Q
                                  JUNE 30, 2000




<TABLE>
<CAPTION>
                                                                                                                     PAGE
                                                                                                                     ----
<S>                                                                                                                   <C>
Part I. Financial Information......................................................................................... 3

         Item 1.  Financial Statements:

                          Consolidated Balance Sheets as of June 30, 2000 (Unaudited) and December 31, 1999........... 3

                          Consolidated Statements of Income for the Three-Month and Six-Month Periods Ended
                          June 30, 2000 and 1999 (Unaudited)...........................................................4

                          Consolidated Statements of Cash Flows for the Six-Month Periods Ended
                          June 30, 2000 and 1999 (Unaudited).......................................................... 5

                          Notes to Consolidated Financial Statements (Unaudited).................................... 6-9

         Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations............10-14

         Item 3.  Quantitative and Qualitative Disclosure about Market Risk...........................................15

Part II. Other Information............................................................................................16

         Item 6.  Exhibits and Reports on Form 8-K................................................................... 16
</TABLE>




                                        2
<PAGE>   3

                      KENNEDY-WILSON, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS




<TABLE>
<CAPTION>
                                                                                  JUNE 30,                DECEMBER 31,
                                                                                   2000                      1999
                                                                               -------------             -------------
                                                                               (UNAUDITED)
<S>                                                                            <C>                       <C>
ASSETS
     Cash and cash equivalents                                                 $   5,726,000             $   5,243,000
     Cash - restricted                                                               754,000                 2,101,000
     Accounts receivable                                                           8,864,000                 8,534,000
     Notes receivable (Note 2)                                                    28,010,000                30,643,000
     Real estate held for sale (Note 4)                                           23,252,000                25,733,000
     Investments with related parties and non-affiliates (Note 3)                 31,150,000                23,484,000
     Contracts, furniture, fixtures, and equipment and other assets               18,883,000                16,237,000
     Goodwill, net                                                                23,460,000                23,175,000
                                                                               -------------             -------------
 TOTAL ASSETS                                                                  $ 140,099,000             $ 135,150,000
                                                                               =============             =============

 LIABILITIES AND STOCKHOLDERS' EQUITY

 LIABILITIES
     Accounts payable                                                          $   2,309,000             $   2,403,000
     Accrued expenses and other liabilities                                       14,741,000                20,602,000
     Deferred income taxes                                                           812,000                   812,000
     Notes payable                                                                15,256,000                 9,213,000
     Borrowings under lines of credit (Note 5)                                    21,349,000                27,533,000
     Mortgage loans payable                                                        9,430,000                11,401,000
     Senior unsecured debt (Note 6)                                               14,500,000                        --
     Subordinated debt (Note 7)                                                   11,500,000                16,500,000
                                                                               -------------             -------------
       Total liabilities                                                          89,897,000                88,464,000
                                                                               -------------             -------------

 STOCKHOLDERS' EQUITY
     Preferred stock, $.01 par value; shares authorized 5,000,000;
       none issued                                                                        --                        --
     Common stock $.01 par value; shares authorized: 50,000,000;
       shares issued 9,066,662 in 1999 and 9,100,162 in 2000                          91,000                    91,000
     Additional paid-in capital                                                   47,799,000                47,156,000
     Accumulated retained earnings (deficit )                                      2,503,000                  (361,000)
     Notes receivable from stockholders                                             (182,000)                 (200,000)
                                                                               -------------             -------------
         Total stockholders' equity                                               50,202,000                46,686,000
                                                                               -------------             -------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $ 140,099,000             $ 135,150,000
                                                                               =============             =============
</TABLE>


                See notes to consolidated financial statements.


                                        3
<PAGE>   4

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


<TABLE>
<CAPTION>
                                                               THREE MONTH PERIODS ENDED       SIX MONTH PERIODS ENDED
                                                                        JUNE 30,                        JUNE 30,
                                                              ---------------------------     ---------------------------
                                                                 2000            1999            2000            1999
                                                              -----------     -----------     -----------     -----------
<S>                                                           <C>             <C>             <C>             <C>
REVENUE:
     Property management  and leasing fees                    $ 8,454,000     $ 6,190,000     $16,949,000     $12,718,000
     Commission income                                          5,021,000         597,000       7,494,000       2,768,000
     Sales of residential real estate                           2,693,000       1,914,000      25,692,000       6,878,000
     Equity in income of investments with related parties
        and non-affiliates                                        669,000         599,000       2,005,000       1,054,000
     Gain on sale of commercial real estate                            --       1,106,000              --       1,106,000
     Income on restructured notes receivable                      880,000         819,000       2,287,000       1,491,000
     Rental income, net                                                --       1,430,000          77,000       3,116,000
     Interest income and other                                    506,000         223,000       1,255,000         604,000
                                                              -----------     -----------     -----------     -----------
          Total Revenue                                        18,223,000      12,878,000      55,759,000      29,735,000
                                                              -----------     -----------     -----------     -----------

OPERATING EXPENSES:
     Commissions and marketing expenses                           125,000          34,000         218,000          86,000
     Cost of residential real estate sold                       2,598,000       1,726,000      22,855,000       6,527,000
     Compensation and related expenses                          7,471,000       4,429,000      15,599,000       7,781,000
     General and administrative                                 4,099,000       2,112,000       8,456,000       5,148,000
     Depreciation and amortization                                762,000         795,000       1,732,000       1,406,000
     Interest expense                                           1,371,000       2,352,000       2,854,000       5,584,000
                                                              -----------     -----------     -----------     -----------
        Total Operating Expenses                               16,426,000      11,448,000      51,714,000      26,532,000
                                                              -----------     -----------     -----------     -----------

Income Before Provision for Income Taxes                        1,797,000       1,430,000       4,045,000       3,203,000

Provision for Income Taxes                                        617,000         500,000       1,181,000       1,103,000
                                                              -----------     -----------     -----------     -----------

NET INCOME                                                    $ 1,180,000     $   930,000     $ 2,864,000     $ 2,100,000
                                                              ===========     ===========     ===========     ===========

SHARE DATA:

     Basic net income per share                               $      0.13     $      0.12     $      0.32     $      0.29
     Basic weighted average shares                              9,100,162       8,000,080       9,090,525       7,357,253

     Diluted net income per share                             $      0.12     $      0.11     $      0.29     $      0.24
     Diluted weighted average shares                           10,187,462       9,247,329      10,226,019       8,900,893
</TABLE>


                See notes to consolidated financial statements.

                                        4


<PAGE>   5

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



<TABLE>
<CAPTION>
                                                                  SIX MONTHS ENDED
                                                                      JUNE 30,
                                                            ------------------------------
                                                                2000              1999
                                                            ------------      ------------
<S>                                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                  $  2,864,000      $  2,100,000
Adjustments to reconcile net income to net cash
  used in operating activities:
  Depreciation and amortization                                1,732,000         1,406,000
  Equity in income of investments with related parties
       and non-affiliates                                     (2,005,000)       (1,054,000)
  Gains on sales of commercial real estate                            --        (1,106,000)
  Income on restructured notes receivable - non-cash            (744,000)         (725,000)
Change in assets and liabilities:
  Accounts receivable                                           (330,000)          932,000
  Other assets                                                (3,816,000)       (3,729,000)
  Accounts payable                                               (94,000)          599,000
  Accrued expenses and other liabilities                      (5,861,000)       (4,648,000)
                                                            ------------      ------------
      Net cash used in operating activities                   (8,254,000)       (6,225,000)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of contract, furniture, fixtures and equipment         (535,000)         (683,000)
Purchase and additions to real estate held for sale          (19,557,000)      (14,065,000)
Proceeds from sales of real estate held for sale              22,594,000        17,171,000
Additions to notes receivable                                   (645,000)       (7,678,000)
Payments from notes receivable                                 3,379,000         5,179,000
Repayments from stockholders                                      18,000            (4,000)
Additions to goodwill                                           (225,000)       (1,009,000)
Distributions from joint ventures                              6,156,000           805,000
Contributions to joint ventures                              (11,817,000)       (8,194,000)
                                                            ------------      ------------
    Net cash used in investing activities                       (632,000)       (8,478,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of mortgage loans payable                             3,121,000         3,693,000
Repayment of mortgage loans payable                           (5,092,000)       (3,281,000)
Borrowings under lines of credit                              11,104,000         7,475,000
Repayment of lines of credit                                 (17,288,000)       (7,351,000)
Borrowings under notes payable                                 8,880,000         1,750,000
Repayment of notes payable                                    (2,837,000)      (13,804,000)
Issuance of senior unsecured debt                             15,000,000                --
Issuance of subordinated debt                                         --         7,500,000
Repayment of subordinated debt                                (5,000,000)       (7,000,000)
Cash - restricted decrease                                     1,347,000         2,692,000
Issuance of common stock                                         134,000        18,292,000
                                                            ------------      ------------
    Net cash provided by financing activities                  9,369,000         9,966,000
                                                            ------------      ------------

Net increase (decrease) in cash                                  483,000        (4,737,000)
CASH, BEGINNING OF PERIOD                                      5,243,000         9,838,000
                                                            ------------      ------------

CASH, END OF PERIOD                                         $  5,726,000      $  5,101,000
                                                            ============      ============
</TABLE>



                See notes to consolidated financial statements.


                                       5
<PAGE>   6
                      KENNEDY-WILSON, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                                    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 results
        of operations for interim periods are not necessarily indicative of
        results to be expected for full fiscal years. 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, 1999. Certain reclassifications have been
        made to prior period balances to conform to the current period
        presentation. In accordance with SFAS No. 130, Reporting Comprehensive
        Income, the Company does not have any material disclosure items under
        comprehensive income.

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 WITH RELATED PARTIES AND NON-AFFILIATES

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

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.

NOTE 5 - BORROWINGS UNDER LINES OF CREDIT

                In June 2000, the Company extended its unsecured revolving
        credit facilities with East West Bank and Tokai Bank of California to
        June 2002 in the amounts of $20 million and $13 million respectively.
        The facilities are available for acquisitions and working capital. The
        facilities bear interest at three-month LIBOR plus 3%, payable monthly.




                                       6
<PAGE>   7

                      KENNEDY-WILSON, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                                    UNAUDITED



NOTE 6 - SENIOR UNSECURED DEBT

                In June 2000, the Company issued $15 million in senior unsecured
        debt to GATX Capital Corporation, a diversified financial services
        company that is a subsidiary of GATX Corporation, and affiliates of Aon
        Corporation, an international insurance brokerage and consulting
        company. The notes are interest only at 12%, payable quarterly with a
        maturity date of June 22, 2006. The Company also issued warrants to the
        purchasers of the notes for 597,888 shares of the Company's common stock
        at an exercise price of $6.25 per share. The Company accounts for the
        debt and warrants in accordance with APB 14, Accounting for Convertible
        Debt and Debt Issued with Stock Purchase Warrants.


NOTE 7 - SUBORDINATED DEBT

                During the first quarter of 2000, the Company paid down $5.0
        million of its subordinated debt to Colony Capital. The debt bears
        interest at 14%.

NOTE 8 - EARNINGS PER SHARE

                The following table reconciles the denominator used in
        calculating the earnings per share for six month the periods ended June
        30, 2000 and 1999.



<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED             SIX MONTHS ENDED
                                                    JUNE 30,                      JUNE 30,
                                          ---------------------------     ---------------------------
                                             2000            1999            2000             1999
                                          -----------     -----------     -----------     -----------
<S>                                       <C>             <C>             <C>             <C>
BASIC CALCULATION

Net Income                                $ 1,180,000     $   930,000     $ 2,864,000     $ 2,100,000
                                          ===========     ===========     ===========     ===========

Weighted average shares                     9,100,162       8,000,080       9,090,525       7,357,253
                                          -----------     -----------     -----------     -----------
Basic EPS                                 $      0.13     $      0.12     $      0.32     $      0.29
                                          ===========     ===========     ===========     ===========

DILUTED CALCULATION

Net Income                                $ 1,180,000     $   930,000     $ 2,864,000     $ 2,100,000
Income effect of dilutive securities,
tax effected                                   74,000          53,000         149,000          53,000
                                          -----------     -----------     -----------     -----------

Net Income available to stockholders      $ 1,254,000     $   983,000     $ 3,013,000     $ 2,153,000
                                          ===========     ===========     ===========     ===========

Weighted average shares                     9,100,162       8,000,080       9,090,525       7,357,253
Weighted average shares,
including convertible debentures              750,000         647,138         750,000         319,998
Common stock equivalents                      337,300         600,111         385,494       1,223,642
                                          -----------     -----------     -----------     -----------
Total diluted shares                       10,187,462       9,247,329      10,226,019       8,900,893
                                          ===========     ===========     ===========     ===========

Diluted EPS                               $      0.12     $      0.11     $      0.29     $      0.24
                                          ===========     ===========     ===========     ===========
</TABLE>



                                        7
<PAGE>   8

                      KENNEDY-WILSON, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                                    UNAUDITED



NOTE 9 - 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 it's 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 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 six month period ended June 30, 2000 and balance sheet
        data as of June 30, 2000. The Company does not disclose based on
        geographic segments due to immateriality.

              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         $ 16,329,000     $    620,000                                        $ 16,949,000
Commissions                                     2,004,000        4,980,000     $    510,000                          7,494,000
Investment income and other                                      1,362,000       29,395,000     $    559,000        31,316,000
                                             ------------     ------------     ------------     ------------      ------------
Total Revenue                                  18,333,000        6,962,000       29,905,000          559,000        55,759,000

Operating Expenses                             14,159,000        3,259,000       27,256,000        7,040,000        51,714,000
                                             ------------     ------------     ------------     ------------      ------------

Income Before Provision for Income Taxes     $  4,174,000     $  3,703,000     $  2,649,000     $ (6,481,000)     $  4,045,000
                                             ============     ============     ============     ============      ============



Total Assets                                 $ 15,275,000     $ 19,766,000     $ 71,412,000     $ 33,646,000      $140,099,000
                                             ============     ============     ============     ============      ============
</TABLE>



                                       8
<PAGE>   9

                      KENNEDY-WILSON, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                                    UNAUDITED


        The following table reconciles the Company's income and expense activity
for the six month period ended June 30, 1999, and balance sheet data as of June
30, 1999.


              1999 Reconciliation of Reportable Segment Information

<TABLE>
<CAPTION>
                                               Property
                                              Management        Brokerage      Investments        Corporate       Consolidated
                                             ------------     ------------     ------------     ------------      ------------
<S>                                          <C>              <C>              <C>              <C>              <C>
Property Management and Leasing Fees         $ 11,314,000     $    939,000     $    465,000                       $ 12,718,000
Commissions                                                      2,453,000          315,000                          2,768,000
Other                                                              376,000       13,667,000     $    206,000        14,249,000
                                             ------------     ------------     ------------     ------------      ------------
Total Revenue                                  11,314,000        3,768,000       14,447,000          206,000        29,735,000

Operating Expenses                              7,339,000        2,325,000       12,526,000        4,342,000        26,532,000
                                             ------------     ------------     ------------     ------------      ------------

Income Before Provision for Income Taxes     $  3,975,000     $  1,443,000     $  1,921,000     $ (4,136,000)     $  3,203,000
                                             ============     ============     ============     ============      ============

Total Assets                                 $  8,767,000     $ 13,922,000     $154,968,000     $ 32,488,000      $210,145,000
                                             ============     ============     ============     ============      ============
</TABLE>


NOTE 10 - SUBSEQUENT EVENTS


        In July 2000, the Company paid the remaining balance of $4 million of
its subordinated debt to Colony Capital.



                                       9
<PAGE>   10

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 MONTH PERIODS ENDED JUNE 30, 2000 AND 1999

        TOTAL REVENUES

                Total revenues for the three month period ended June 30, 2000
        were approximately $18.2 million, which represents a 41.5% increase over
        approximately $12.9 million for the same period in 1999. Earnings before
        taxes for the three month period ended June 30, 2000 were approximately
        $1.8 million, which represents a 25.7% increase over the same period in
        1999 of approximately $1.4 million. Net income for the three month
        period ended June 30, 2000 was approximately $1.2 million, which
        represents a 26.9% increase over approximately $930,000 for June 30,
        1999.

                Property Management. Property management and leasing operations
        generated approximately $8.5 million of revenues in the second quarter
        of 2000, representing 46.4% of our total revenue and a 36.6% increase
        over property management revenue of approximately $6.2 million for the
        same period in 1999. During 1999 we acquired five property management
        companies.

                Brokerage. Brokerage commission revenues for the second quarter
        of 2000 were approximately $5.0 million, representing 27.6% of total
        revenues and a 741.0% increase over brokerage commission revenues for
        the second quarter of 1999 of approximately $597,000. The increase
        reflects the continued expansion of our brokerage services both in the
        U.S. and Japan, as well as our tenant representation business.

                Investments. Sales of residential real estate were approximately
        $2.7 million for the three month period ended June 30, 2000,
        representing 14.8% of total revenues and a 40.7% increase over
        approximately $1.9 million for the same three month period in 1999. This
        increase is due to sales of ten units in a 109 unit single family
        development in Cathedral City, CA and a single family home in West Los
        Angeles. This compares to revenues for the second quarter of 1999 from
        the sale of the final unit of a 23 unit single family development in
        Palm Desert and seven units from the Cathedral City project. 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 investments with related parties and
        non-affiliates totaled approximately $669,000 for the second quarter in
        2000, or 3.7% of total revenue compared to approximately $599,000
        realized in the second quarter during 1999, a 11.7% increase. Revenue
        from the mezzanine lending was approximately $361,000 for the three
        month period ended June 30, 2000, compared to approximately $109,000 in
        the same period in 1999 due to maturing projects associated with the
        loans.

                Gains on restructured notes totaled approximately $880,000 for
        the three month period ended June 30, 2000, or 4.8% of total revenues, a
        7.4% increase from approximately $819,000 for the three month period
        ended June 30, 1999. The gain reflects our continued progress in
        liquidating our portfolios of distressed notes that were purchased at
        substantial discounts to face value both in the U.S. and Japan. 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.






                                       10
<PAGE>   11

                Gain on sale of commercial real estate of approximately $1.1 in
        the second quarter of 1999 resulted from the sale of two land parcels in
        Hawaii. There were no sales of commercial real estate during the same
        period of 2000.

                Rental income declined to zero in the second quarter of 2000
        compared to approximately $1.4 million in the same period in 1999 as a
        result of the sale of 6255 Sunset Blvd. office building, and the
        deconsolidation of the single purpose entities which acquired five
        commercial properties in Los Angeles.

        TOTAL OPERATING EXPENSES

                Operating expenses for the second quarter of 2000 were
        approximately $16.4 million, representing a 43.5% increase from
        approximately $11.4 million for the same period in 1999. Part of the
        increase represents the higher cost of sales associated with the sales
        of residential real estate discussed above. The balance of the increase
        in operating expense was primarily associated with the five property
        management companies acquired in 1999. The increase was offset by the
        reductions in interest expense and depreciation and amortization expense
        as a result of the deconsolidation of the commercial properties
        discussed above.

                Brokerage commissions and marketing expenses increased to
        approximately $125,000 for the quarter ended June 30, 2000 from
        approximately $34,000 during the same period of 1999, a 267.6% increase,
        as a result of the increased commission income discussed above.

                Cost of residential real estate sold was approximately $2.6
        million for the three month period ended June 30, 2000, a 50.5% increase
        from approximately $1.7 million for the same period in 1999. The
        increase correlates with the increased revenues from the sales of
        residential real estate discussed above.

                Compensation and related expenses was approximately $7.5 million
        for the second quarter of 2000, up 68.7% from approximately $4.4 million
        for the second quarter of 1999. The increase was primarily a result of
        the acquisition of five property management companies in 1999.

                General and administrative expenses were approximately $4.1
        million for the second quarter of 2000, representing a 94.1% increase
        over the same period in 1999 of approximately $2.1 million. The increase
        is primarily due to the expenses associated with our expanded property
        management operations.

                Depreciation and amortization expense was approximately $762,000
        for the second quarter of 2000, compared to approximately $795,000
        during the same period in 1999.

                Interest expense was approximately $1.4 million for the second
        quarter of 2000, compared to approximately $2.4 million during the same
        period in 1999, representing a 41.7% decrease. The decrease resulted
        primarily from the elimination of the interest expense associated with
        the five commercial properties discussed above.

                The provision for income taxes was approximately $617,000 for
        the second quarter in 2000, a 23.4% increase over the second quarter in
        1999 of approximately $500,000 due to the higher pre-tax net income.




                                       11
<PAGE>   12


        COMPARISON OF THE SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999

        TOTAL REVENUES

                Total revenues for the six months ended June 30, 2000 were
        approximately $55.8 million, which represents a 87.5% increase over
        approximately $29.7 million for the same period in 1999. Earnings before
        taxes for the six month period ended June 30, 2000 were approximately
        $4.0 million, which represents a 26.3% increase over the same period in
        1999 of approximately $3.2 million. Net income for the six month period
        ended June 30, 2000 was approximately $2.9 million, which represents a
        36.4% increase over approximately $2.1 million for June 30, 1999.

                Property Management. Property management and leasing operations
        generated approximately $16.9 million of revenues in the six month
        period ended June 30, 2000, representing 30.4% of our total revenue and
        a 33.3% increase over property management revenue of approximately $12.7
        million for the same period in 1999. During 1999 we acquired five
        property management companies.

                Brokerage. Brokerage commission revenues for the first six
        months of 2000 were approximately $7.5 million, representing 13.4% of
        total revenues and a 170.7% increase over brokerage commission revenues
        for the same period in 1999 of approximately $2.8 million. The increase
        reflects the continued expansion of our brokerage services both in the
        U.S. and Japan, as well as our tenant representation business.

                Investments. Sales of residential real estate were approximately
        $25.7 million for the first six months of 2000, representing 46.1% of
        total revenues and a 273.5% increase over approximately $6.9 million for
        the same six months in 1999. This increase is due to sales from three
        projects, including the sale of a 53-unit condominium complex in West
        Los Angeles, twenty five units in a 109 unit single family development
        in Cathedral City, CA, and two single family homes in West Los Angeles.
        This compares to revenues for the first six months period of 1999 from
        the sale of sixteen units of a 23 unit single family development in Palm
        Desert and seven units from the Cathedral City project. 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 investments with related parties and
        non-affiliates totaled approximately $2.0 million for the six month
        period ended June 30, 2000, or 3.6% of total revenue compared to
        approximately $1.1 million realized in the same period during 1999, a
        90.2% increase. Revenue from the mezzanine lending was approximately
        $1,173,000 for the six month period ended June 30, 2000, compared to
        approximately $212,000 in the same period in 1999 due to maturing
        projects associated with the loans.

                Gains on restructured notes totaled approximately $2.3 million
        in the six month period ended June 30, 2000, or 4.1% of total revenues,
        a 53.4% increase from approximately $1.5 million for the six month
        period ended June 30, 1999. The gain reflects our continued progress in
        liquidating our portfolios of distressed notes that were purchased at
        substantial discounts to face value both in the U.S. and Japan. 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.

                Gain on sale of commercial real estate of approximately $1.1 in
        for the first six months of 1999 resulted from the sale of two land
        parcels in Hawaii. There were no sales of commercial real estate during
        the same period of 2000.

        TOTAL OPERATING EXPENSES

                Operating expenses for the first six month period of 2000 were
        approximately $51.7 million, representing a 94.9% increase from
        approximately $26.5 million for the same period in 1999. Part of the
        increase represents the higher cost of sales associated with the sales
        of residential real estate discussed above. The balance of the increase
        in operating expense was primarily associated with the five property
        management companies acquired in 1999. The increase was offset by the
        reductions in interest expense and depreciation and amortization expense
        as a result of the deconsolidation of the commercial properties
        discussed above.




                                       12
<PAGE>   13

                Brokerage commissions and marketing expenses increased to
        approximately $218,000 for the six month period ended June 30, 2000 from
        approximately $86,000 during the same period of 1999, an increase of
        153.5%, as a result of the increased commission income discussed above.

                Cost of residential real estate sold was approximately $22.9
        million for the six month period ended June 30, 2000, a 250.2% increase
        from approximately $6.5 million for the same period in 1999. The
        increase correlates with the increased revenues from the sales of
        residential real estate discussed above.

                Compensation and related expenses was approximately $15.6
        million for the six month period ended June 30, 2000, up 100.5% from
        approximately $7.8 million for the same period in 1999. The increase was
        primarily a result of the acquisition of five property management
        companies in 1999.

                General and administrative expenses were approximately $8.5
        million during the first six months of 2000, representing a 64.3%
        increase over the same period in 1999 of approximately $5.1 million. The
        increase is primarily due to the expenses associated with our expanded
        property management operations.

                Depreciation and amortization expense was approximately $1.7
        million for the first six months of 2000, compared to approximately $1.4
        million during the same period in 1999, representing a 23.2% increase.
        The increase was due, in part, to the amortization of the goodwill and
        property management contracts associated with the acquisition of the
        property management companies.

                Interest expense was approximately $2.9 million for the first
        six months of 2000, compared to approximately $5.6 million during the
        same period in 1999, representing a 48.9% decrease. The decrease
        resulted from the elimination of the interest expense associated with
        the five commercial properties discussed above.

                The provision for income taxes was approximately $1.2 million
        for the first six months of 2000, compared to approximately $1.1 million
        for the same period in 1999.

        LIQUIDITY AND CAPITAL RESOURCES

                Our liquidity and capital resources requirements include
        investments in joint ventures, expenditures for distressed notes pools,
        real estate held for sale and working capital needs. We finance our
        operations and investments with internally generated funds, borrowings
        under our revolving lines of credit, mortgage loans, and joint venture
        partner capital. Our investments in real estate are typically financed
        by mortgage loans secured 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 six months ended
        June 30, 2000 was approximately $8.3 million, compared to approximately
        $6.2 million for the same period in 1999. The change resulted from a 36%
        increase in net income, offset by a decrease in accrued expenses and an
        increase in accounts receivable.

                Cash used in investing activities during the six months ended
        June 30, 2000 was approximately $632,000, compared to approximately $8.5
        million during the same period in 1999. The change resulted primarily
        from the decrease in notes receivable acquired during 2000 compared to
        1999, as well as the decrease in net contributions to joint ventures in
        2000 compared to 1999.

                Cash provided by financing activities was approximately $9.4
        million for the first six months of 2000, compared to about
        approximately $10.0 million for the same period of 1999. The financing
        activities in the first half of 2000 consisted primarily of the issuance
        of $15 million in senior unsecured debt, offset by repayments of
        borrowings under lines of credit and subordinated debt.



                                       13
<PAGE>   14

                We regularly monitor our working capital and investment
        financing needs, as well as our capital raising alternatives. To the
        extent that we engage in additional strategic investments we may need to
        obtain third party financing which could include joint venture partners,
        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 unsecured $33
        million lines of credit with East-West Bank and Tokai Bank, will provide
        us with sufficient capital requirements for the foreseeable future. We
        also intend to continue to retain earnings to finance our growth and,
        therefore, do not anticipate paying any dividends. Our need, if any, to
        raise additional funds will depend on numerous factors, including the
        success and pace of the implementation of our growth strategy.




                                       14
<PAGE>   15

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, 1999.

        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.




                                       15
<PAGE>   16

                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits

        The following Exhibits are included herein:

                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
        ITEM                                     DESCRIPTION
        ----                                     -----------
<S>                <C>
        10.32       Note Purchase Agreement, dated as of June 22, 2000, by and
                    between Kennedy-Wilson, Inc. and GATX Capital Corp.

        10.33       Note Purchase Agreement, dated as of June 22, 2000, by and
                    between Kennedy-Wilson, Inc. and Combined Insurance Company
                    of America.

        10.34       Note Purchase Agreement, dated as of June 22, 2000, by and
                    between Kennedy-Wilson, Inc. and Virginia Surety Company,
                    Inc.

        10.35       Note Purchase Agreement date as of June 22, 2000, by and
                    between Kennedy-Wilson, Inc. and Resource Life Insurance
                    Company.

        10.36       12% Senior Note due June 22, 2006, dated June 22, 2000, made
                    payable to GATX Capital Corp., duly executed by
                    Kennedy-Wilson, Inc. in the amount of $10,000,000.

        10.37       12% Senior Note due June 22, 2006, dated June 22, 2000, made
                    payable to Combine Insurance Company of America, duly
                    executed by Kennedy-Wilson, Inc. in the amount of
                    $2,000,000.

        10.38       12% Senior Note due June 22, 2006, dated June 22, 2000, made
                    payable to Virginia Surety Company, duly executed by
                    Kennedy-Wilson, Inc. in the amount of $2,000,000.

        10.39       12% Senior Note due June 22, 2006, dated June 22, 2000, made
                    payable to Resource Life Insurance Company, duly executed by
                    Kennedy-Wilson, Inc. in the amount of $1,000,000.

        10.40       Warrants to Purchase Shares of Common Stock, dated June 22,
                    2000, duly executed by Kennedy-Wilson, Inc. in favor of GATX
                    Capital Corp.

        10.41       Warrants to Purchase Shares of Common Stock, dated June 22,
                    2000, duly executed by Kennedy-Wilson, Inc. in favor of
                    Combined Insurance Company of America.

        10.42       Warrants to Purchase Shares of Common Stock, dated June 22,
                    2000, duly executed by Kennedy-Wilson, Inc. in favor of
                    Virginia Surety Company, Inc.

        10.43       Warrants to Purchase Shares of Common Stock, dated June 22,
                    2000, duly executed by Kennedy-Wilson, Inc. in favor of
                    Resource Life Insurance Company

        10.44       First Amendment to Loan Agreement dated as of June 6, 2000
                    between Kennedy-Wilson International, Kennedy-Wilson
                    Properties, Ltd. and K-W Properties Inc., and East-West
                    Bank.

        10.45       Second Amendment to Loan Agreement dated as of June 6, 2000
                    between Kennedy-Wilson International and Kennedy-Wilson
                    Properties, Ltd., K-W Properties Inc., and East-West Bank.

        10.46       Third Modification Agreement to Loan Agreement dated as of
                    June 20, 2000 between Kennedy-Wilson International and
                    Kennedy-Wilson Properties, Ltd., K-W Properties Inc., and
                    Tokai Bank of California.

        10.47       Fourth Modification Agreement to Loan Agreement dated as of
                    July 7, 2000 between Kennedy-Wilson International and
                    Kennedy-Wilson Properties, Ltd., K-W Properties Inc., and
                    Tokai Bank of California.

        27.0        Financial Data Schedule.
</TABLE>

        (b) Reports on Form 8-K

                None



                                       16
<PAGE>   17

                                    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.


Date:  August 14, 2000         KENNEDY-WILSON, INC.
                               Registrant


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




                                       17