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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Kennedy-Wilson Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 Par Value
(Title of Class of Securities)
489398107
(CUSIP Number)
Paul Rivett
Vice President and Chief Legal Officer
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada, M5J 2N7
Telephone: (416) 367-4941
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
-With a copy to-
Christopher J. Cummings
Paul, Weiss, Rifkind, Wharton & Garrison LLP
One Yonge Street, Suite 1801
Toronto, Ontario M5E 1W7
Telephone (416) 504-0520
June 17, 2011
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

                     
CUSIP No.
  
489398107 
   Page  
2 
   of   
32 

 

           
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
V. PREM WATSA
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  CANADIAN
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   11,100,074
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    11,100,074
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  11,100,074
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

 

                     
CUSIP No.
  
489398107 
   Page  
3 
   of   
32 

 

           
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
1109519 ONTARIO LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ONTARIO, CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   11,100,074
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    11,100,074
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  11,100,074
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

                     
CUSIP No.
  
489398107 
   Page  
4 
   of   
32 

 

           
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
THE SIXTY TWO INVESTMENT COMPANY LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  BRITISH COLUMBIA, CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   11,100,074
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    11,100,074
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  11,100,074
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

                     
CUSIP No.
  
489398107 
   Page  
5 
   of   
32 

 

           
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
810679 ONTARIO LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ONTARIO, CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   11,100,074
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    11,100,074
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  11,100,074
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

                     
CUSIP No.
  
489398107 
   Page  
6 
   of   
32 

 

           
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
FAIRFAX FINANCIAL HOLDINGS LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   11,100,074
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    11,100,074
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  11,100,074
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  21.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

                     
CUSIP No.
  
489398107 
   Page  
7 
   of   
32 

 

           
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
ODYSSEY REINSURANCE COMPANY
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  CONNECTICUT
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   6,555,503
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,555,503
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,555,503
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  14.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

                     
CUSIP No.
  
489398107 
   Page  
8 
   of   
32 

 

           
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
ZENITH INSURANCE COMPANY
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  CALIFORNIA
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,740,382
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,740,382
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,740,382
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  4.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

                     
CUSIP No.
  
489398107 
   Page  
9 
   of   
32 

 

           
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
UNITED STATES FIRE INSURANCE COMPANY
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,434,328
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,434,328
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,434,328
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  3.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

                     
CUSIP No.
  
489398107 
   Page  
10 
   of   
32 

 

           
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
THE NORTH RIVER INSURANCE COMPANY
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  NEW JERSEY
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   886,382
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    886,382
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  886,382
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  2.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

     This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on August 20, 2011 by V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Odyssey America Reinsurance Corporation (now known as Odyssey Reinsurance Company), Zenith Insurance Company, United States Fire Insurance Company and The North River Insurance Company (collectively, the “Reporting Persons”).
     This Amendment No. 1 to the Schedule 13D relates to the filing with the Commission by Kennedy-Wilson Holdings, Inc. (“Kennedy Wilson”), a Delaware corporation, of a registration statement on Form S-3 (the “Registration Statement”) to register the potential offer and sale by the Reporting Persons from time to time of some or all of the 100,000 shares of Kennedy Wilson’s Series A Preferred Stock (the “Series A Preferred Stock”), 32,550 shares of Kennedy Wilson’s Series B Preferred Stock (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”) and 11,100,074 shares of Kennedy Wilson’s common stock, $0.0001 par value, issuable upon conversion of the Preferred Stock (the “Shares” and, together with the Preferred Stock, the “Securities”) beneficially owned by the Reporting Persons.
     The following amendments to Items 2, 4, 5, 6 and 7 of the Schedule 13D are hereby made:
Item 2. Identity and Background.
     Item 2 of the Schedule 13D is hereby amended in its entirety to read as follows:
     “This statement is being jointly filed by the following persons:
  1.   V. Prem Watsa, an individual, is a citizen of Canada and is the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
 
  2.   1109519 Ontario Limited (“1109519”), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 1109519 is as an investment holding company. The principal business and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
 
  3.   The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. The principal business of Sixty Two is as an investment holding company. The principal business and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L3;
 
  4.   810679 Ontario Limited (“810679”), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 810679 is as an investment holding company. The principal business and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
 
  5.   Fairfax Financial Holdings Limited (“Fairfax” and, together with its subsidiaries, the “Fairfax Group of Companies”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. Fairfax is a financial services holding company. The principal business and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
 
  6.   Odyssey Reinsurance Company (“Odyssey Reinsurance”), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Odyssey Re Holdings Corp. Fairfax owns all of the common stock of Odyssey Re Holdings Corp. The principal business of Odyssey Reinsurance is reinsurance. The principal business and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut 06902;

 

 

  7.   Zenith Insurance Company (“Zenith”), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of Zenith is property/casualty insurance. The principal business and principal office address of Zenith is 21255 Califa Street, Woodland Hills, California 91367-5021;
 
  8.   United States Fire Insurance Company (“US Fire”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of US Fire is property/casualty insurance. The principal business and principal office address of US Fire is 305 Madison Ave., Morristown, New Jersey 07962; and
 
  9.   The North River Insurance Company (“North River”), a corporation incorporated under the laws of New Jersey, is a wholly-owned subsidiary of Fairfax. The principal business of North River is insurance. The principal business and principal office address of North River is 305 Madison Ave., Morristown, New Jersey 07962.
     Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax, Odyssey Reinsurance, Zenith, US Fire or North River that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.
     The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G or H as the case may be, and such Annexes are incorporated herein by reference.
     Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares.
     During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person’s knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”
Item 4. Purpose of Transaction.
     Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows:
     “The Reporting Persons acquired the Preferred Stock (as defined below) for investment purposes. One or more entities within the Fairfax Group of Companies, including one or more of the Reporting Persons, may determine to purchase additional securities of Kennedy Wilson in the open market or otherwise, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. While none of the Reporting Persons has any present plans to sell any Preferred Stock or other securities of Kennedy Wilson, one or more of them could determine, based upon the same set of factors listed above with respect to purchases, to sell some or all of such securities. See Item 6 of this Schedule 13D regarding the filing of the Registration Statement.”
Item 5. Interest in Securities of the Issuer.
     Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows:
     “(a) Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each

12

 

of the Reporting Persons, and such information is incorporated herein by reference. Shares reported as beneficially owned herein are Shares issuable upon conversion of the Preferred Stock.
     (b) The numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
     (c) None of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G or H beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.
     (d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than each of the Reporting Persons.
     (e) Not applicable.”
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer
     The following paragraph is hereby added to Item 6 of the Schedule 13D:
     “Pursuant to the Series A Registration Rights Agreement and the Series B Registration Rights Agreement, on June 17, 2011, Kennedy Wilson filed the Registration Statement with the Commission to register the potential offer and sale from time to time of some or all of the Securities by the Reporting Persons. The registration of Securities covered by the Registration Statement does not necessarily mean that any of the Securities will be offered or sold by the Reporting Persons.”
Item 7. Material to be Filed as Exhibits.
     Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following exhibit to the end thereof:
     
Ex. 2.1:
  Joint filing agreement dated as of June 21, 2011 between V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Odyssey Reinsurance Company, Zenith Insurance Company, United States Fire Insurance Company and The North River Insurance Company.

13

 

SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: June 21, 2011  V. Prem Watsa
 		  
  By:   /s/ V. Prem Watsa    
       
       

 

 

         
SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: June 21, 2011  1109519 Ontario Limited
 		  
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   

 

 

         
SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: June 21, 2011  The Sixty Two Investment Company Limited
 		  
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   

 

 

         
SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: June 21, 2011  810679 Ontario Limited
 		  
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   

 

 

         
SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: June 21, 2011  Fairfax Financial Holdings Limited
 		  
  By:   /s/ V. Prem Watsa  
    Name:   V. Prem Watsa  
    Title:   Chairman and Chief Executive Officer  

 

 

         
SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: June 21, 2011  Odyssey Reinsurance Company
 		  
  By:   /s/ Kirk Reische  
    Name:   Kirk Reische  
    Title:   Vice President  

 

 

         
SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: June 21, 2011  Zenith Insurance Company
 		  
  By:   /s/ Stanley Zax    
    Name:   Stanley Zax   
    Title:   Chief Executive Officer and Chairman   

 

 

         
SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: June 21, 2011  United States Fire Insurance Company
 		  
  By:   /s/ Paul Bassaline  
    Name:   Paul Bassaline  
    Title:   Vice President and Assistant Controller  

 

 

         
SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: June 21, 2011  The North River Insurance Company
 		  
  By:   /s/ Paul Bassaline  
    Name:   Paul Bassaline  
    Title:   Vice President and Assistant Controller  
 

 

 

Annex Index
     
Annex   Description
A
  Directors and Executive Officers of 1109519 Ontario Limited
 
    
B
  Directors and Executive Officers of The Sixty Two Investment Company Limited
 
    
C
  Directors and Executive Officers of 810679 Ontario Limited
 
    
D
  Directors and Executive Officers of Fairfax Financial Holdings Limited
 
    
E
  Directors and Executive Officers of Odyssey Reinsurance Company
 
    
F
  Directors and Executive Officers of Zenith Insurance Company
 
    
G
  Directors and Executive Officers of United States Fire Insurance Company
 
    
H
  Directors and Executive Officers of The North River Insurance Company

 

 

ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF
1109519 ONTARIO LIMITED
     The following table sets forth certain information with respect to the directors and executive officers of 1109519 Ontario Limited.
         
         
    Present Principal Occupation or Employment and the    
    Name, Principal Business and Address of any    
    Corporation or other Organization in which such    
Name   employment is conducted   Citizenship
V. Prem Watsa
  Chairman and Chief Executive Officer,   Canadian
(President and Director)
  Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7		    
 
        
Eric P. Salsberg
  Vice President, Corporate Affairs,   Canadian
(Assistant Secretary)
  Fairfax Financial Holdings Limited    

 

 

ANNEX B
DIRECTORS AND EXECUTIVE OFFICERS OF
THE SIXTY TWO INVESTMENT COMPANY LIMITED
     The following table sets forth certain information with respect to the directors and executive officers of The Sixty Two Investment Company Limited.
         
         
    Present Principal Occupation or Employment and the    
    Name, Principal Business and Address of any    
    Corporation or other Organization in which such    
Name   employment is conducted   Citizenship
V. Prem Watsa
  Chairman and Chief Executive Officer,   Canadian
(President and Director)
  Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7		    
 
        
Eric P. Salsberg
  Vice President, Corporate Affairs,   Canadian
(Secretary and Director)
  Fairfax Financial Holdings Limited    

 

 

ANNEX C
DIRECTORS AND EXECUTIVE OFFICERS OF
810679 ONTARIO LIMITED
     The following table sets forth certain information with respect to the directors and executive officers of 810679 Ontario Limited.
         
       
    Present Principal Occupation or Employment and the    
    Name, Principal Business and Address of any    
    Corporation or other Organization in which such    
Name   employment is conducted   Citizenship
V. Prem Watsa
  Chairman and Chief Executive Officer,   Canadian
(President and Director)
  Fairfax Financial Holdings Limited
95 Wellington Street West,
Suite 800
Toronto, Ontario M5J 2N7		    
 
        
Eric P. Salsberg
  Vice President, Corporate Affairs,   Canadian
(Assistant Secretary)
  Fairfax Financial Holdings Limited    

 

 

ANNEX D
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX FINANCIAL HOLDINGS LIMITED
     The following table sets forth certain information with respect to the directors and executive officers of Fairfax Financial Holdings Limited.
         
         
    Present Principal Occupation or Employment and the    
    Name, Principal Business and Address of any    
    Corporation or other Organization in which such    
Name   employment is conducted   Citizenship
V. Prem Watsa
  Chairman and Chief Executive Officer,   Canadian
(Chairman and Chief
  Fairfax Financial Holdings Limited    
Executive Officer)
  95 Wellington Street West
Suite 800, Toronto, Ontario M5J 2N7		    
 
        
Anthony Griffiths
  Independent Business Consultant   Canadian
(Director)
  Toronto, Ontario, Canada    
 
        
Robert Gunn
  Independent Business Consultant   Canadian
(Director)
  Toronto, Ontario, Canada    
 
        
Brandon W. Sweitzer
  Senior Advisor to the President of the   United States
(Director)
  Chamber of Commerce of The United States    
 
  1615 H Street, NW
Washington, DC 20062		    
 
        
Alan D. Horn
  Chairman, Rogers Communications Inc. and   Canadian
(Director)
  President and Chief Executive Officer,    
 
  Rogers Telecommunications Limited
Toronto, Ontario, Canada		    
 
        
Timothy Price
  Chairman of Brookfield Funds   Canadian
(Director)
  Brookfield Asset Management Inc.    
 
  Brookfield Place, Suite 300
181 Bay Street, Toronto, ON M5J 2T3		    
 
        
John Varnell
  Vice President and Chief Financial Officer,   Canadian
(Vice President and Chief
Financial Officer)
  Fairfax Financial Holdings Limited    
 
        
Eric P. Salsberg
  Vice President, Corporate Affairs,   Canadian
(Vice President,
Corporate Affairs)
  Fairfax Financial Holdings Limited    
 
        
Paul Rivett
  Vice President, Chief Legal Officer   Canadian
(Vice President,
Chief Legal Officer)
  Fairfax Financial Holdings Limited    
 
        
Bradley P. Martin
  Vice President, Chief Operating   Canadian
(Vice President,
  Officer and Corporate Secretary,    
Chief Operating
   Fairfax Financial Holdings Limited    
Officer and Corporate Secretary)
        

 

 

ANNEX E
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY REINSURANCE COMPANY
     The following table sets forth certain information with respect to the directors and executive officers of Odyssey Reinsurance Company.
         
    Present Principal Occupation or Employment and the    
    Name, Principal Business and Address of any    
    Corporation or other Organization in which such    
Name   employment is conducted   Citizenship
Brian D. Young
  President and Chief Executive Officer   United States
(Chief Executive Officer and President)
  Odyssey Re Holdings Corp.
300 First Stamford Place,
Stamford, Connecticut 06902		    
 
        
Michael G. Wacek
  Executive Vice President,   United States
(Executive Vice President and Director)
  Odyssey Re Holdings Corp.
    
 
        
Jan Christiansen
  Executive Vice President and   Denmark
(Executive Vice President and Director)
  Chief Financial Officer,
Odyssey Re Holdings Corp.		    
 
        
James B. Salvesen
  Senior Vice President and Chief Financial Officer,   United States
(Senior Vice President and
Chief Financial Officer)
  Odyssey Reinsurance Company
    
 
        
Peter H. Lovell
  Senior Vice President, General Counsel   United States
(Senior Vice President, General Counsel and Corporate Secretary)
  and Corporate Secretary,
Odyssey Re Holdings Corp.		    

 

 

ANNEX F
DIRECTORS AND EXECUTIVE OFFICERS OF
ZENITH INSURANCE COMPANY
     The following table sets forth certain information with respect to the directors and executive officers of Zenith Insurance Company.
         
    Present Principal Occupation or Employment and the    
    Name, Principal Business and Address of any    
    Corporation or other Organization in which such    
Name   employment is conducted   Citizenship
Stanley R. Zax
(Chief Executive Officer and Chairman of the Board of Directors)
  Chief Executive Officer and Chairman
of the Board of Directors,
Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367 		  United States
 
        
Janet D. Frank
(President and Chief Operating Officer and Director)
  President and Chief Operating Officer,
Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367 		  United States
 
        
Jack D. Miller
(Vice Chairman and Director)
  Vice Chairman,
Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367 		  United States
 
        
Michael E. Jansen
(Executive Vice President and General Counsel and Director)
  Executive Vice President and General Counsel,
Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367 		  United States
 
        
Kari L. Van Gundy
(Executive Vice President, Chief Financial Officer and Treasurer and Director)
  Executive Vice President, Chief Financial
Officer & Treasurer,
Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367 		  United States
 
        
Robert E. Meyer
(Executive Vice President and Chief Actuary)
  Executive Vice President and Chief Actuary,
Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367 		  United States
 
        
Davidson M. Pattiz
(Executive Vice President)
  Executive Vice President,
Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367 		  United States
 
        
Hyman J. Lee Jr.
(Senior Vice President and Assistant General Counsel and Secretary)
  Senior Vice President and Assistant
General Counsel and Secretary,
Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367 		  United States

 

 

ANNEX G
DIRECTORS AND EXECUTIVE OFFICERS OF
UNITED STATES FIRE INSURANCE COMPANY
     The following table sets forth certain information with respect to the directors and executive officers of United States Fire Insurance Company.
         
    Present Principal Occupation or Employment and the    
    Name, Principal Business and Address of any    
    Corporation or other Organization in which such    
Name   employment is conducted   Citizenship
Douglas M. Libby
(President, Chief Executive Officer, Chairman and Director)
  President and Chief Executive Officer,
Crum & Forster Holdings Corp. and
various other insurance subsidiaries,
305 Madison Avenue
Morristown, NJ 07962 		  United States
 
        
Mary Jane Robertson
(Executive Vice President, Chief Financial Officer, Treasurer and Director)
  Executive Vice President, Chief
Financial Officer and Treasurer,
Crum & Forster Holdings Corp. and
various other insurance subsidiaries
305 Madison Avenue
Morristown, NJ 07962 		  United States
 
        
Dennis J. Hammer
(Senior Vice President, Controller and Director)
  Senior Vice President and Controller,
United States Fire Insurance Company
305 Madison Avenue
Morristown, NJ 07962 		  United States

 

 

ANNEX H
DIRECTORS AND EXECUTIVE OFFICERS OF
THE NORTH RIVER INSURANCE COMPANY
     The following table sets forth certain information with respect to the directors and executive officers of The North River Insurance Company.
         
    Present Principal Occupation or Employment and the    
    Name, Principal Business and Address of any    
    Corporation or other Organization in which such    
Name   employment is conducted   Citizenship
Douglas M. Libby
(President, Chief Executive Officer, Chairman and Director)
  President and Chief Executive Officer,
Crum & Forster Holdings Corp. and
various other insurance subsidiaries,
305 Madison Avenue
Morristown, NJ 07962 		  United States
 
        
Mary Jane Robertson
(Executive Vice President, Chief Financial Officer, Treasurer and Director)
  Executive Vice President, Chief
Financial Officer and Treasurer,
Crum & Forster Holdings Corp. and
various other insurance subsidiaries,
305 Madison Avenue
Morristown, NJ 07962 		  United States
 
        
Dennis J. Hammer
(Senior Vice President, Controller and Director)
  Senior Vice President and Controller,
United States Fire Insurance Company,
305 Madison Avenue
Morristown, NJ 07962 		  United States

 

 

Exhibit Index
     
Exhibit No.   Description
Ex. 2.1:
  Joint filing agreement dated as of June 21, 2011 between V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Odyssey Reinsurance Company, Zenith Insurance Company, United States Fire Insurance Company and The North River Insurance Company.