METRIC PARTNERS GROWTH SUITE INVESTORS LP
8-K, 1996-12-11
HOTELS & MOTELS
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                                    FORM 8-K



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                 CURRENT REPORT



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


                                December 10, 1996
                                -----------------
                                 Date of Report
                        (Date of earliest event reported)



                  Metric Partners Growth Suite Investors, L.P.
                  --------------------------------------------
                          (Exact name of registrant as
                            specified in its charter)




   0-17660                          California                      94-3050708
- -------------                    ---------------                  --------------
(Registration                    (State or Other                  (IRS Employer
    File                         Jurisdiction of                  Identification
   Number)                        Incorporation)                      Number)






          One California Street, San Francisco, California 94111-5415
          -----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


               Registrant's telephone number, including area code:

                                 (415) 678-2000

                     (800) 347-6707 Wats line for all states


<PAGE>




ITEM 5.         OTHER EVENTS

This letter from Registrant to investors dated December 10, 1996, filed herewith
as Exhibit 20.1 is hereby incorporated by reference.

ITEM 7.         FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits:

      20.1      Letter dated December 10, 1996 from Registrant to its investors.


<PAGE>




                                    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

                     By:       Metric Realty
                               an Illinois general partnership
                               its Managing General Partner


                     By:       Metric Realty Corp.
                               a Delaware corporation
                               its managing general partner

                     By:       /s/ Margot M. Giusti
                               ---------------------------------------------
                               Margot M. Giusti
                               Executive Vice President, Finance and
                               Administration; Principal Financial
                               and Accounting Officer of Metric Realty Corp.


                    Date:      December 10, 1996
                               -----------------







December 10, 1996

To: The Investors of Metric Partners Growth Suite Investors,  L.P. ("GSI" or the
    "Partnership")

RE: Important Information Concerning the Marketing for Sale of the Partnership's
    Portfolio


Dear Investor:

This  letter  has been  prepared  to  provide  you with  up-to-date  information
regarding  the  status  of your  investment  in  Metric  Partners  Growth  Suite
Investors, L.P.

As  previously  reported to you, the hotel  industry and the  operations  of the
Partnership's  Portfolio have improved over the past several years  resulting in
increased property values. In light of this improvement, and considering the age
of the properties and increasing competition in each of the markets,  Metric has
decided to proceed with the marketing for sale of the nine  remaining  Residence
Inn hotels in the Partnership's  Portfolio. At this time, it appears there are a
number of potential  purchasers of hotels  currently  active in the marketplace,
buying hotels similar to those owned by the Partnership.  It is the intention of
Metric to market the properties early in 1997,  following receipt of the updated
appraised  values of the properties and compilation of the year-end  operational
data for the individual hotels.

The Partnership originally anticipated holding its hotel properties,  which were
acquired from 1988 through 1990,  for a period of five to ten years.  The actual
term of ownership,  however,  is dependent upon market conditions and prevailing
economic  factors.  Metric  Realty,  the  Managing  General  Partner of GSI, has
continued to carefully  monitor the individual  markets where the  Partnership's
hotels are located,  as well as local and national economic factors which impact
the  value and  timing  of the  potential  sale of the  properties.  As you will
recall, the Partnership completed its first property sale of the Residence Inn -
Atlanta  (Perimeter  West) during the fourth quarter of 1995, as it believed the
market conditions were optimum.

Metric will continue to prudently manage the Portfolio and carefully monitor the
efforts  of the  hotel  operators  to  enhance  performance  results.  The  next
quarterly cash  distribution from operations is scheduled to be paid on or about
February 17, 1997,  and is  anticipated  to be made at a rate of 4% per annum of
the original investment, or $10 per Assignee Limited Partnership Unit.

Investors will be kept apprised as to the status of  Partnership  operations and
the potential sale of the Portfolio,  either through regularly scheduled reports
or special  communications.  The 1996 Annual Report for GSI,  which will include
the Form  10-K,  as filed  with  the  Securities  and  Exchange  Commission,  is
scheduled to be mailed in April, 1997.

Should you have any questions  concerning this  communication or your investment
in GSI,  please  contact the  Partnership's  Investor  Representative  at Metric
Realty,  at (800) 347-6707.  Questions  regarding  services for your investment,
including tax reporting information (Schedules K-1), or transfer or registration
documents should be directed to the Partnership's  Servicing Agent,  Gemisys, at
(800) 955-3025.



METRIC REALTY
Managing General Partner





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