METRIC PARTNERS GROWTH SUITE INVESTORS LP
8-K, 1997-12-30
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 26, 1997
                        ---------------------------------
                                 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 26, 1997, filed herewith
as Exhibit 20.2 is hereby incorporated by reference.

ITEM 7.         FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits:

         20.2   Letter dated December 26, 1997 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:       SSR Realty Advisors, Inc.
                                         a Delaware corporation
                                         its managing general partner

                               By:       /s/ Ronald Zuzack
                                         ------------------------------
                                         Ronald Zuzack
                                         Managing Director, Multi-Housing
                                         Operating Company, SSR Realty Advisors,
                                         Inc.


                               Date:     December 30, 1997
                                         -------------------



December 26, 1997


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

RE:      Important Information Regarding the Potential Sale of Eight Properties

Dear Investor:

We are pleased to announce that GSI has entered into a sales  contract for eight
of the Partnership's nine remaining hotels,  with escrow anticipated to close on
December 30, 1997. As stated in the 1997 Third Quarter Report, the Residence Inn
- -  Nashville  was not  marketed  for sale  with  the  other  properties  pending
resolution of certain legal proceedings.

If the sale of the eight  hotels  currently  under  contract is  consummated  as
anticipated  on December  30,  1997,  our  projections  of the Section 1231 gain
reported  for  1997  would,  depending  upon an  individual  investor's  date of
acceptance  into the  Partnership  (between April 1988 and June 1989),  range as
indicated on the following chart:


Month of Acceptance                   Estimated Gain under Section 1231
into the Partnership                  (per Original $10,000 Investment)
- ---------------------------------------------------------------------------

April 1988                                          $6000
- ---------------------------------------------------------------------------
May 1988                                            $3140
- ---------------------------------------------------------------------------
June 1988                                           $2490
- ---------------------------------------------------------------------------
July 1988                                           $1990
- ---------------------------------------------------------------------------
August 1988                                         $1630
- ---------------------------------------------------------------------------
September 1988                                      $1400
- ---------------------------------------------------------------------------
October 1988                                        $1190
- ---------------------------------------------------------------------------
November 1988                                       $1030
- ---------------------------------------------------------------------------
December 1988                                        $880
- ---------------------------------------------------------------------------
January 1989                                         $780
- ---------------------------------------------------------------------------
February 1989                                        $690
- ---------------------------------------------------------------------------
March 1989                                           $600
- ---------------------------------------------------------------------------
April 1989                                           $520
- ---------------------------------------------------------------------------
May 1989                                             $450
- ---------------------------------------------------------------------------
June 1989                                            $360
- ---------------------------------------------------------------------------



                                                                          (Over)

<PAGE>



If the transaction closes as currently  anticipated,  the Partnership intends to
distribute  a  portion  of the net  proceeds  of this  sale  during  the week of
February 16, 1998 to investors of record as of December 31, 1997 in  conjunction
with the fourth quarter  distribution  from operations.  However,  as previously
reported,  the  plaintiff  in one  of  the  legal  proceedings  relating  to the
Partnership's  Residence  Inn -  Nashville  has filed a motion  for a  temporary
injunction  prohibiting  the  distribution  of  proceeds  from  the  sale of the
Partnership's  hotels  pending a final  judgment in the case.  A hearing on this
motion had been set for December 17, 1997,  but has since been  rescheduled  for
January 2, 1998.  Until this matter is resolved,  the  Partnership  is unable to
determine the amount of sales  proceeds,  if any, it will be able to distribute.
In addition, in conjunction with the sales contract,  the Partnership has agreed
not to  distribute  $7.5  million of the net sales  proceeds for a period of one
year. The dividend from Partnership operations for the fourth quarter will be in
the amount of $100 per $10,000 original investment, or 4% per annum.

Investors will be kept appraised as to the status of the sale and the outcome of
the  hearing  either via  special  communications  such as this or  through  the
Partnership's regular quarterly reports.

To assist  investors in  preparing  their 1997 tax  returns,  Schedules  K-1 are
anticipated  to be mailed by mid-March  1998.  The Schedule K-1 will provide the
actual gain reported for 1997 under Section 1231.

Questions  relating to Partnership  performance or the  information  provided in
this special communication should be directed to the Investor  Representative at
SSR Realty,  at (800)  347-6707,  extension  2025, or in writing to GSI, c/o SSR
Realty  Advisors,  Inc., One California  Street,  Suite 1400, San Francisco,  CA
94111. Operational questions regarding your investment should be directed to the
Partnership's Servicing and Transfer Agent, Gemisys, at (800) 955-3025.

Sincerely,

METRIC REALTY
Managing General Partner




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