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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
KENNEDY-WILSON, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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KENNEDY-WILSON, INC.
530 WILSHIRE BOULEVARD, SUITE 101
SANTA MONICA, CALIFORNIA 90401
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be Held on December 15, 1997
-----------------------
A Special Meeting of Stockholders of Kennedy-Wilson, Inc. (the
"Company") will be held at 530 Wilshire Boulevard, Suite 101, Santa Monica,
California 90401 on Monday, December 15, 1997 at 9:00 a.m., Pacific Standard
Time, for the following purposes:
1. To consider and act upon an amendment to the Company's
Certificate of Incorporation to increase the authorized capital
stock of the Company.
2. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on Monday,
October 27, 1997 as the record date for determining stockholders of the Company
entitled to notice of and to vote at the meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. TO
INSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE AND
PROMPTLY MAIL YOUR PROXY IN THE ENVELOPE PROVIDED. THIS WILL NOT
PREVENT YOU FROM VOTING IN PERSON, SHOULD YOU SO DESIRE.
By Order of the Board of Directors
Freeman A. Lyle
Secretary
Santa Monica, California
November 17, 1997
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Kennedy-Wilson, Inc.
530 WILSHIRE BOULEVARD, SUITE 101
SANTA MONICA, CALIFORNIA 90401
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PROXY STATEMENT
Special Meeting of Stockholders
December 15, 1997
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SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Kennedy-Wilson, Inc., a Delaware
corporation (the "Company"), for use at the Special Meeting of Stockholders to
be held on Monday, December 15, 1997, and all adjournments and postponements
thereof. The purpose of the meeting is to consider and act upon an amendment to
the Company's Certificate of Incorporation to increase the authorized capital
stock of the Company (the "Amendment") and such other business as may properly
come before the meeting. This Proxy Statement and the accompanying form of proxy
were first mailed to stockholders on or about November 17, 1997.
The cost of preparing, assembling and mailing the Notice of Special
Meeting of Stockholders, Proxy Statement and form of proxy and the solicitation
of proxies will be paid by the Company. Proxies may be solicited by personnel of
the Company and others who will not receive any additional compensation for such
solicitation. Proxies may be solicited in person or by telephone or telegraph.
The Company will pay brokers or other persons holding stock in their names or
the names of their nominees for the expenses of forwarding soliciting material
to their principals.
VOTING
The close of business on Monday, October 27, 1997 has been fixed as the
record date (the "Record Date") for the determination of stockholders entitled
to notice of and to vote at the meeting. On the Record Date there were
outstanding 1,268,099 shares of the Company's Common Stock, $.01 par value
("Common Stock"). Each share of Common Stock will entitle the holder thereof to
one vote on all matters presented at the meeting. A majority of the shares
entitled to vote, present in person or represented by proxy, will constitute a
quorum at the meeting. Abstentions and broker non-votes will be counted for the
purpose of determining the presence or absence of a quorum for the transaction
of business. The affirmative vote of a majority of the issued and outstanding
shares entitled to vote is required to approve the Amendment. For the purpose of
determining whether the Amendment has received a majority vote, abstentions and
broker non-votes will have the effect of a negative vote.
Properly executed proxies will be voted at the meeting in accordance
with the instructions set forth thereon. If no instructions are specified, the
shares represented by any properly executed proxies will be voted FOR the
Amendment.
Any proxy given by a stockholder pursuant to this solicitation may be
revoked at any time before it is exercised at the meeting by submitting written
notice of revocation to the Secretary of the Company, by filing with the Company
a duly executed proxy bearing a later date, or by attending the meeting and
voting in person.
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THE AMENDMENT
Summary
At the meeting, the Company's stockholders will consider and take action
upon management's proposal to increase the authorized capital stock of the
Company from an aggregate of 2.5 million shares consisting of 2 million shares
of Common Stock and 500,000 shares of Preferred Stock to 6 million shares,
consisting of 5 million shares of Common Stock and 1 million shares of Preferred
Stock. The increase in authorized capital stock would be effected by an
amendment to the Company's Certificate of Incorporation in the form set forth on
Exhibit "A" to this Proxy Statement. The approval and effecting of the Amendment
will have no effect on the outstanding Common Stock and the Company has no
outstanding Preferred Stock.
The Board of Directors has unanimously approved the Amendment and
recommends approval of the Amendment by the stockholders. If the Amendment is
approved by the stockholders of the Company at the meeting, the Amendment will
be effected unless there is a subsequent determination by the Board that the
Amendment is not in the best interest of the Company and its stockholders.
Although management and the Board believe that as of the date of this Proxy
Statement that the Amendment is advisable, the Amendment may be abandoned by the
Board at any time before, during or after the meeting and prior to filing the
proposed amendment to the Company's Certificate of Incorporation as set forth in
Exhibit "A" to this Proxy Statement.
Principal Purposes of Amendment
The Board of Directors believes an increase in the authorized Common
Stock and in the authorized Preferred Stock is in the best interests of the
Company and its stockholders so that additional shares are available for, among
other purposes, stock dividends, stock option and other employee benefit plans,
prospective issuance in public or private offerings for cash and other proper
business purposes. However, the Company has no current plans to issue additional
shares of Common Stock or any shares of Preferred Stock in public or private
transactions.
Although the purpose of seeking an increase in the number of authorized
shares of Common Stock and Preferred Stock is not intended for anti-takeover
purposes, Securities and Exchange Commission rules require disclosure of charter
and bylaw provisions that could have an anti-takeover effect. For the Company,
provisions that have existed under its Certificate of Incorporation since
formation include: (i) a classified board of directors with staggered terms,
(ii) Board authority to issue one or more series of Preferred Stock up to a
maximum of 500,000 shares that is now proposed to be 1,000,000 shares, (iii) a
special meeting of stockholders may only be called by the Board of Directors (or
a specially designated committee thereof), (iv) certain business combination
transactions require a greater than majority stockholder approval, (v) directors
can be removed only for cause, (vi) amendments to certain articles of the
Certificate of Incorporation may require, under certain circumstances, a greater
than majority stockholder approval and (vii) amendment of the Bylaws may
require, under certain circumstances, greater than majority stockholder
approval.
Certificate of Incorporation
The Amendment would be effected on the date of filing of a Certificate
of Amendment to the Company's Certificate of Incorporation with the Delaware
Secretary of State. The Company's Board of Directors has authorized and approved
the Amendment and the text of the proposed changes to the Company's Certificate
of Incorporation is provided in its entirety on Exhibit "A" to this Proxy
Statement. If approved by the holders of a majority of the outstanding Common
Stock, the Certificate of Amendment
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to the Company's Certificate of Incorporation would be filed to effect the
Amendment immediately following the meeting on Monday, December 15, 1997, unless
the Board determines that the Amendment is not in the best interest of the
Company and its stockholders.
Required Vote
The approval of the Amendment requires the affirmative vote of a
majority of the outstanding shares of the Company's Common Stock. The Board
recommends a vote FOR approval of the Amendment. Management stockholders of the
Company own more than 50% of the Company's outstanding Common Stock and intend
to vote in favor of the Amendment, thereby assuring stockholder approval.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of the Record Date, October 27, 1997
the total number of shares beneficially owned and the percentage of the
outstanding shares so owned by (i) each beneficial owner known to the Company of
more than five percent (5%) of the outstanding shares of Common Stock, (ii) each
director, (iii) the executive officers and (iv) all directors and executive
officers as a group.
Number of
Shares Beneficially Percent
Name Owned (*) of Class (**)
- ---- -------------------- -------------
William J. McMorrow 306,904 (1) 24.2%
Lewis A. Halpert 288,095 (2) 22.7%
Richard A. Mandel 14,628 (3) 1.1%
Goodwin Gaw 120,980 (4) 9.5%
Freeman A. Lyle 2,000 (5) --
Donald F. Kennedy 4,200 (6) --
Donald B. Prell 3,240 (7) --
Kent Y. Mouton 3,120 (8) --
All executive officers and 743,167 57.5%
directors as a group (8 Persons)
Kenneth V. Stevens 197,495 (9) 15.6%
Fortune Far East Ltd. 118,980(10) 9.4%
FMR Corp. 112,200(11) 8.8%
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(*) Except as otherwise indicated in the following notes, such person or
persons are the beneficial owner of such shares with sole voting and
investment power over such shares.
(**) Percentage information is omitted for those individuals whose holdings
represent less than one percent of the outstanding Common Stock.
(1) Includes approximately 930 shares held for Mr. McMorrow's account as
well as approximately 61 shares held for the account of Mr. McMorrow's
spouse in the Company's 401(k) Profit
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Sharing Plan and Trust. Mr. McMorrow expressly disclaims beneficial
ownership of shares held by his spouse.
(2) Includes approximately 302 shares held for Mr. Halpert's account in the
Company's 401(k) Profit Sharing Plan and Trust.
(3) Includes approximately 93 shares held for Mr. Mandel's account in the
Company's 401(k) Profit Sharing Plan and Trust. Also includes beneficial
ownership of 8,000 shares which may be acquired pursuant to exercise of
outstanding stock options that are presently exercisable and 4,000
shares which may be acquired pursuant to exercise of outstanding stock
options that are exercisable within 60 days.
(4) Includes 118,980 shares owned by Fortune Far East, Ltd. for which
corporation Mr. Gaw serves as President and a Director and thereby
shares voting and investment power. Also includes beneficial ownership
of 2,000 shares which may be acquired pursuant to exercise of
outstanding stock options that are presently exercisable.
(5) Beneficial ownership of 2,000 shares may be acquired pursuant to
exercise of outstanding stock options that are presently exercisable.
(6) Includes beneficial ownership of 3,000 shares which may be acquired
pursuant to exercise of outstanding stock options that are presently
exercisable.
(7) Beneficial ownership of 3,120 shares may be acquired pursuant to
exercise of outstanding stock options that are presently exercisable.
(8) Beneficial ownership of 3,120 shares which may be acquired pursuant to
exercise of outstanding stock options that are presently exercisable.
(9) Includes approximately 302 shares held for Mr. Stevens' account in the
Company's 401(k) Profit Sharing Plan and Trust. The Company has the
right of first refusal to acquire Mr. Stevens' shares, and management
has the right to vote all of his shares.
(10) Based solely on information contained in Schedule 13D as filed with the
Securities and Exchange Commission. The address of such entity, as
indicated in the Schedule 13D, is 7000 Hollywood Boulevard, Los Angeles,
California 90028. Goodwin Gaw, an executive officer and director of the
Company is also President of Fortune Far East Ltd.
(11) Based solely on information contained in Schedule 13G filed with the
Securities and Exchange Commission. The address of such entity, as
indicated in the Schedule 13G is 82 Devonshire Street, Boston,
Massachusetts 02109-3614.
The address of each 5% stockholder, other than Fortune Far East Ltd.,
and FMR corp. is in care of the Company, 530 Wilshire Boulevard, Suite 101,
Santa Monica, California 90401.
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STOCKHOLDER PROPOSALS
FOR THE 1998 ANNUAL MEETING OF STOCKHOLDERS
Any eligible stockholder of the Company wishing to have a proposal
considered for inclusion in the Company's proxy solicitation materials for its
1998 Annual Meeting of Stockholders must set forth such proposal in writing and
file it with the Secretary of the Company on or before November 27, 1997. The
Company's Board of Directors will review new proposals received from eligible
stockholders by that date and will determine whether such proposals will be
included in its proxy solicitation materials for its 1998 Annual Meeting of
Stockholders. Generally, a stockholder is eligible to present proposals if he or
she has been for at least one year the record or beneficial owner of at least
one percent or $1,000 in market value of securities entitled to be voted at the
1998 Annual Meeting of Stockholders and he or she continues to own such
securities through the date on which the meeting is held.
OTHER MATTERS
Management of the Company does not intend to bring any other matters
before the meeting and knows of no other matters which are likely to come before
the meeting. In the event any other matters properly come before the meeting,
the persons named in the accompanying Proxy will vote the shares represented by
such Proxy in accordance with their best judgment on such matters.
You are urged to sign, date and return the enclosed Proxy in the
accompanying return envelope at your earliest convenience, whether or not you
presently plan to attend the meeting in person.
By Order of the Board of Directors,
Freeman A. Lyle, Secretary
Santa Monica, California
November 17, 1997
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EXHIBIT "A"
Form of Amendment to Certificate of Incorporation
Section 1 of Article V of the Certificate of Incorporation of Kennedy-Wilson,
Inc. presently reads as follows:
SECTION 1. Number of Authorized Shares. The Corporation shall be
authorized to issue two classes of shares of stock to be designated,
respectively, "Common Stock" and "Preferred Stock"; the total number of
shares of all classes of stock that the Corporation shall have authority
to issue is Two Million Five Hundred Thousand (2,500,000) shares
consisting of Two Million (2,000,000) shares of Common Stock, par value
$.01 per share, and Five Hundred Thousand (500,000) shares of Preferred
Stock, par value $.01 per share.
Following approval of the proposed amendment to increase the authorized
Common Stock, $0.01 par value, Section 1 of Article V of the Certificate of
Incorporation will be amended to read as follows:
SECTION 1. Number of Authorized Shares. The Corporation shall be
authorized to issue two classes of shares of stock to be designated,
respectively, "Common Stock" and "Preferred Stock"; the total number of
shares of all classes of stock that the Corporation shall have authority
to issue is Six Million (6,000,000) shares consisting of Five Million
(5,000,000) shares of Common Stock, par value $.01 per share, and One
Million (1,000,000) shares of Preferred Stock, par value $.01 per share.
A-1
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Appendix A
[Appendix to Filing: Form of Proxy]
KENNEDY-WILSON, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of KENNEDY-WILSON, INC. (the "Company")
hereby constitutes and appoints William J. McMorrow and Freeman A. Lyle, and
each of them, proxies of the undersigned, each with full power to act without
the other and with the power of substitution, to represent the undersigned at
the Special Meeting of Stockholders to be held on Monday, December 15, 1997, and
at any and all adjournments thereof, and to vote all shares of the Common Stock,
par value $0.01 per share of the Company standing in the name of the undersigned
with respect to the following matters:
1. Approval of the proposal to increase the authorized capital stock of
the Company.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
2. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
This proxy shall be voted in accordance with such instructions as may be
given. IF NO INSTRUCTION IS GIVEN THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSAL
NUMBER ONE ABOVE. MANAGEMENT IS NOT AWARE OF ANY OTHER MATTER TO BE PRESENTED AT
THIS MEETING, BUT IF ANY OTHER MATTER DOES COME BEFORE THE MEETING, THE PROXY
HOLDERS NAMED HEREIN WILL VOTE THE SHARES REPRESENTED BY THIS PROXY IN
ACCORDANCE WITH THEIR BEST JUDGMENT.
NOTICE: It is important that this proxy be signed and returned.
(to be signed on the other side)
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KENNEDY-WILSON, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned acknowledges receipt of the Notice of Special Meeting
and Proxy Statement dated November, 1997.
Dated:________________, 1997
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Signature of Stockholder
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Signature of Stockholder
Please sign your name exactly as it appears hereon and return this proxy in the
reply envelope provided.
