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D is corrent because a corporation registered and reporting under the Securities Exchange Act of 1934 must file annual reports with the SEC.
A is incorrect because the 1934 Act does not require distribution of a 10-K report to each shareholder; a 10-K report must be filed with the SEC per the 1934 Act. However, the annual reports distributed to its shareholders must contain the same certified financial statements that are contained in Form 10-K.
B is incorrect because registration under the 1934 Act does not apply to the initial offering of securities. Tulip must separately comply with the requirements of the 1933 Act before offering to sell securities to the public.
C is incorrect because a tender offer for the equity securities of another registered and reporting corporation does not need the consent of the SEC.