If there is a villain in the failed merger between Zions Bancorp. and First Security Corp. it's the Securities and Exchange Commission.
The last-minute and surprising ruling by the SEC, requiring Zions to redo the accounting method it had used in prior bank acquisitions, kept the deal from closing on Dec. 28. That led to all of the problems in March and the "no" vote by Zions shareholders on March 31.
One bank source, who's not with either Zions or First Security, said the ruling killed First Security. For First Security, "It was like running a mile race and setting a record, and then as you cross the finish line totally spent, being told you still have to run one more lap. First Security's legs were gone," the source said.
All of First Security's efforts were geared toward the December closure. And why not? It's easy in hindsight to say there should have been some kind of a fallback position to account for what was basically a technicality. Regardless of what could or should have been done, what followed was the fateful announcement in March that first quarter earnings would be down as much as 27 percent. Goodbye, merger, and hello, headaches. For both companies.
The Ladies Home Journal has a feature titled "Can This Marriage Be Saved?" Though Zions and First Security weren't "married" due to the March 31 vote, the question has been raised, "Can this merger be saved?"
The only ones who can really answer that are the principals with Zions and First Security. They understand what is best for their respective companies.
And the answer, apparently, is "no."
As Deseret News Business Editor Max Knudson reported Friday, it is being speculated that Hawaii-based BancWest Corp. and its subsidiary, Bank of the West, are the likely next suitor for First Security's hand.
It's a logical assumption because BancWest had already made the decision to go ahead and buy the 68 Zions/First Security branches that the merger would have required them to divest under an agreement with the antitrust division of the U.S. Justice Department.
Plus, sources within Zions say there is no chance that an attempt will be made to try to put the deal back together by renegotiating the terms.
That being the case, the merger between Zions and First Security that seemed so promising last June is dead.
Were the merger saga a Hollywood production, there would be a surprise twist that would save it in the end. But banking is more about business than sentiment. Wall Street trumps Hollywood.
Spence Eccles, First Security's chairman and chief executive, and Harris Simmons, Zions' chief executive, have to face reality without the benefit of Hollywood scriptwriters. What may be in First Security's best interests may not be in Zions' and vice versa.
Because of the merger debacle, there's a tendency to "pile on," to forget the years of dedicated service to their companies and their communities by both Eccles and Simmons. That is an unfortunate byproduct of the failed merger.
The Eccles family is an institution in Utah. Following the death of George S. Eccles in 1982, Spencer F. Eccles became the leader of a family whose legacy of business leadership, philanthropy and civil service has been widely noted and admired.
Simmons is known for his business acumen. Since becoming Zions' CEO in 1990 at the age of 34, Simmons has overseen a remarkable growth in assets.
It's pointless now to say what should or could have been done or to needlessly dwell on missed opportunities.
Both companies have far more positives than negatives and have been major structures in Utah's landscape.
The best thing for them is to move forward in whatever forms their respective institutions assume.
May they both be successful.
Deseret News editorial writer John Robinson can be reached by e-mail at jrob@desnews.com