8-K

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

May 16, 2003

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)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements, Proforma Financial Information and Exhibits
Exhibit 99.1

Item 5. Other Events

     On May 14, 2003, Kenneth E. Nelson commenced a tender offer for 30,000 Limited Partnership Assignee Units (the “Units”) of Metric Partners Growth Suite Investors, L.P., a California Limited Partnership (the “Partnership”), if certain conditions were met. By letter dated May 16, 2003, the Partnership advised the holders of Units of its obligations under Rule 14e-2 under the Securities Exchange Act of 1934 and urged the Unit holders to take no action with respect to the tender offer until the managing general partner of the Partnership makes its recommendation on behalf of the Partnership. A copy of the letter to the holders of Units is attached as Exhibit 99.1 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
99.1	Letter to holders of Units of Metric Partners Growth Suite Investors, L.P. dated May 16, 2003.

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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: May 16, 2003	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.

-3- EX-99.1 3 f90362exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.

May 16, 2003

To the Unit Holders of Metric Partners Growth Suite Investors, L.P.:

     Re: Tender Offer for Units

     Metric Realty, the managing general partner (the “Managing General Partner”) of Metric Partners Growth Suite Investors, L.P., a California Limited Partnership (the “Partnership”), received notice on May 14, 2003 of an unsolicited tender offer from Kenneth E. Nelson to purchase 30,000 Limited Partner Assignee Units (the “Units”) of the Partnership if certain conditions are met.

     In accordance with Rule 14e-2 as promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the Managing General Partner is considering the offer on behalf of the Partnership. As required by the Rule, no later than May 28, 2003, the Partnership will file with the Securities and Exchange Commission and send to the Unit holders a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

     The Managing General Partner urges the Unit holders not to take any action with respect to the tender offer until the Managing General Partner makes its recommendation on behalf of the Partnership.

On behalf of the Partnership,
Sincerely,
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 Herman H. Howerton Managing Director, General Counsel

One California Street, Suite 1400 — San Fransico, CA 94111-5415

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EX-99.1

exv99w1