SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
15
U.S.C. § 78n(a) (1988)
(a) It shall be unlawful for any
person, by the use of the mails or by any means or instrumentality of
interstate commerce or of any facility of a national securities exchange or
otherwise, in contravention of such rules and regulations as the Commission may
prescribe as necessary or appropriate in the public interest or for the
protection of investors, to solicit or to permit the use of his name to solicit
any proxy or consent or authorization in respect of any security (other than an
exempted security) registered pursuant to section 12 of this title.