8-K 1 f98508e8vk.txt CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) April 27, 2004 METRIC PARTNERS GROWTH SUITE INVESTORS, L.P. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 0-17660 CALIFORNIA 94-3050708 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ONE CALIFORNIA STREET, SUITE 1400, SAN FRANCISCO, CA 94111 (Address of principal executive offices) (Zip Codes) Registrant's telephone number, including area code: (415) 678-2000 (800) 347-6707 in all states ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT (a) Dismissal of Accountant. On April 27, 2004, the Board of Directors of the managing partner of Metric Realty, the Managing General Partner of Metric Partners Growth Suite Investors, L.P. (the "Partnership") approved the dismissal of Ernst & Young LLP ("E&Y") as the principal accountant of the Partnership to audit the Partnership's financial statements, effective April 27, 2004. The managing partner of Metric Realty does not have an Audit Committee of the Board of Directors. The reports of E&Y on the financial statements of the Partnership for the past two fiscal years ended December 31, 2003, were modified as to uncertainties relating to litigation that raise substantial doubt about the Partnership's ability to continue as a going concern. Management's plans in regard to this litigation are described in Note 4 to the financial statements in the Partnership's Annual Report on Form 10-K. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classification of liabilities that may result from the outcomes of these uncertainties. In connection with the audits of the Partnership's financial statements for each of the two fiscal years ended December 31, 2003, there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of E&Y, would have caused it to make a reference to the matter in its report. The Partnership has requested E&Y to furnish the Partnership a letter addressed to the Commission stating whether it agrees with the above statements. A copy of that letter, dated April 27, 2004, is filed as Exhibit 16.1 to this Form 8-K. (b) Engagement of Accountant. On April 27, 2004, the Board of Directors of the managing partner of Metric Realty, the Managing General Partner of the Partnership, approved the engagement of Deloitte & Touche LLP ("D&T"), an independent accountant, as the new principal accountant to audit the Partnership's financial statements for 2004 in place of E&Y, effective April 27, 2004. 2 EXHIBITS 16.1 Letter from Ernst & Young LLP addressed to the Commission dated April 27, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. METRIC PARTNERS GROWTH SUITE INVESTORS, L.P., a California Limited Partnership (Registrant) By: Metric Realty, an Illinois general partnership, its Managing General Partner By: /s/ William A. Finelli ----------------------- William A. Finelli Chief Financial Officer Metric Realty Date: April 27, 2004 3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1934

September 27, 2002

Date of Report (date of earliest event reported)

METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.

a California Limited Partnership

(Exact name of registrant as specified in its charter)

California		0-17660		94-3050708
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One California Street, Suite 1400, San Francisco, California 94111

(Address of principal executive offices)

(415) 678-2000

(Registrant’s telephone number, including area code)

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Item 5. Other Events Item 7. Financial Statements, Proforma Financial Information and Exhibits Exhibit 20.2

Item 5. Other Events

On September 23, 2002, Metric Growth Suite Investors, L.P., a California Limited Partnership (the “Partnership”), received a proposal from Kenneth E. Nelson pursuant to which Mr. Nelson offered to present a tender offer for a majority of the Limited Partnership Assignee Units (the “Units”) of the Partnership at $60 per Unit in cash if certain conditions were met, a modification from Mr. Nelson’s earlier proposal. By letter dated September 27, 2002, the Managing General Partner, on behalf of the Partnership, responded to Mr. Nelson’s proposal. By letter dated September 27, 2002 and in light of the pending tender offer by Peachtree Partners, the Partnership advised the holders of the Units as to Mr. Nelson’s proposal and the response of the Partnership. A copy of the letter to the holders of Units is attached as Exhibit 20.2 to this Current Report on Form 8-K and is incorporated herein by this reference.

Item 7. Financial Statements, Proforma Financial Information and Exhibits

Exhibit No.		Exhibit
20.2		Letter to holders of Units of Metric Partners Growth Suite Investors, L.P. dated September 27, 2002.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE:	September 27, 2002	METRIC PARTNERS GROWTH SUITE INVESTORS, L.P., a California Limited Partnership
		By:	Metric Realty, an Illinois general partnership, Its Managing General Partner
			By:	SSR Realty Advisors, Inc., a Delaware corporation, Its Managing Partner
			/s/ Herman H. Howerton
			Managing Director, General Counsel of SSR Realty Advisors, Inc.

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