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
June 24, 1998
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Date of Report
(Date of earliest event reported)
Metric Partners Growth Suite Investors, L.P.
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(Exact name of registrant as
specified in its charter)
0-17660 California 94-3050708
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(Registration (State or Other (IRS Employer
File Jurisdiction of Identification
Number) Incorporation) Number)
One California Street, San Francisco, California 94111-5415
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(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
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ITEM 5. OTHER EVENTS
This letter from Registrant to investors dated June 24, 1998, filed herewith as
Exhibit 20.4 is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
20.4 Letter dated June 24, 1998 from Registrant to its investors.
<PAGE>
SIGNATURE
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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, 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/ William A. Finelli
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William A. Finelli
Managing Director, Principal Financial
and Accounting Officer of
SSR Realty Advisors, Inc.
Date: June 25, 1998
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June 24, 1998
To: The Investors in Metric Partners Growth Suite Investors, L.P. ("GSI" or the
"Partnership")
RE: Important Information Concerning Resale Transactions for 1998
Dear Investor:
On June 24, 1998, Gemisys, the Partnership's Transfer Agent, notified the
Managing General Partner that trading representing 4.9% of the outstanding Units
of GSI had been reached; consequently, the processing of resale transactions has
been suspended. You are hereby notified of such suspension in accordance with
Section 12.3 of the GSI Partnership Agreement. This action was taken by the
Managing General Partner in accordance with its fiduciary responsibility and
with the advice of counsel to protect the Partnership's tax status as a limited
partnership. IRS regulations provide that should 5% or more of the outstanding
assignee limited partnership Units be traded in a calendar year, the Partnership
could be classified as a publicly traded partnership for federal tax purposes,
and could therefore be taxed as a corporation. For additional information
regarding this subject, please refer to the original offering Prospectus for GSI
dated April 14, 1988.
All paperwork submitted from the time of the suspension through the remainder of
the 1998 calendar year will be returned to the originator. We regret this
suspension, but believe such action is in the best interest of the Partnership
and its investors. Gemisys will again begin processing resale transactions on
January 4, 1999.
Transfers to which the above trading limit and suspension do not apply include
carryover basis transactions; transfers at death; transfers between siblings,
spouses, ancestors, or lineal descendants; and distributions from a qualified
retirement plan. If you have questions regarding a resale or other
re-registration transaction, please contact Gemisys at (800) 955-3025, or in
writing to GSI c/o Gemisys, 7103 South Revere Parkway, Englewood, Colorado
80112-3936.
Should you have questions regarding this communication please contact the
Investor Representative for GSI at (800) 347-6707, extension 2025, or in writing
to GSI, c/o SSR Realty Advisors, One California Street, Suite 1400, San
Francisco, California 94111.
Sincerely,
METRIC REALTY
as Managing General Partner of GSI
