Which of the following transactions would NOT be exempt from registration requirement under the 1933 Securities Act?

Which of the following transactions would NOT be exempt from registration requirement under the 1933 Securities Act?

a) an offering restricted to residents of the state on which the issuing company is organized and doing business

b) an offering of securities by a consortium of hospitals, generally non-profit organizations

c) an offering of limited partnership tax shelters

d) a private offering to sophisticated investors who will redistribute them