Kerkorian, Eaton are Deal's Biggest Winners

Forget the talk about synergies, global strategies and complementary product lines. Kirk Kerkorian, Chrys-ler's largest shareholder, will emerge from the Daimler Chrysler mega-merger with a profit of about $4.8 billion. Chrysler Chairman Robert E. Eaton, meanwhile, will receive shares in the new company that will be worth $106.5 million, based on data filed with the Securities and Exchange Commission and an assumed Chrysler stock value of $61 per share at the time the merger takes effect.

For two guys who weren't exactly bosom buddies three years ago when the Las Vegas gaming mogul launched his hostile $55-a-share bid for Chrysler, Messrs. Kerkorian and Eaton have done all right for themselves.

Mr. Kerkorian bought his initial 10% stake in Chrysler in 1990, accumulating about 22 million shares (now 44 million shares, reflecting a 1996 stock split). His average cost for a total 89.2 million shares he purchased over the years is believed to be about $13.82 a share.

After his aborted 1995 takeover attempt, Mr. Kerkorian agreed to keep his stake at no more than 13.75% in exchange for naming James D. Aljian, an executive of his Tracinda Corp., to a seat on Chrysler's board of directors.

One result of that agreement has been that Mr. Kerkorian has had to sell roughly 11 million shares in recent years as Chrysler bought back large blocks of its own stock. Those forced sales have netted him about $370 million. In addition, he has received about $500 million in dividends. Add in the potential profit if the merger closes at the estimated $61 per Chrysler share, and his total take comes to $4.8 billion.

Of course, he could choose to exchange some or all of his shares for shares in the new company at a rate of 0.547 DaimlerChrysler shares for each Chrysler share. That would guarantee that Juergen Schrempp would return his phone calls.

Mr. Eaton, meanwhile, held options on 3,021,289 million shares at the end of 1997. If he still holds those today, the cash value - the number of share options multiplied by the difference between $61 (the merger price) and the exercise price - would be about $106 million.

If it were a merger between two U.S. companies he could choose to convert his Chrysler stock into shares of the combined company. But German law doesn't provide for stock options. That could mean Mr. Eaton and the 2,100 other Chrysler executives who hold options may have to cash them in. Can you say tax shelter?