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.
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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
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