by those other than the investor are the undeniably significant ones, those essential managerial efforts which affect the failure or success of the enterprise. 474 F.2d at 482 (emphasis added). This court was faced with an identical scheme (in fact, a subsidiary of Glenn W. Turner Enterprises) in Securities and Exchange Commission v. Koskot International, Inc., supra. After considering the historical derivation of the Howey standard and its development in recent years, we adopted the test explicated by the Ninth Circuit in Turner and held the scheme to be an investment contract. 497 F.2d at 479-85. Moreover, the Supreme Court has altogether omitted the word “solely” in its most recent formulation of the investment contract definition. In United Housing Foundation, Inc. v. Forman, supra (<HOLDING>) (appeal from the granting of a motion to
holding that stock in a housing cooperative that entitled the owner to the use of an apartment but not to any cash return was not a security holding in action for breach of contract caused by wrongful foreclosure and sale of shares of stock plaintiff was entitled to recover the fair market value of the stock at the time of its sale holding stock dividend payable to actual owner not owner of record holding that in the context of a rule 10b5 claim when the merger was approved and the exchange of securities occurred the owner of stock had in effect purchased a new security and paid for it by turning in his old one holding that a stock sale with similar characteristics was merely an exchange of cash that could be disregarded for incometax purposes