SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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.
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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 and for the period of
January 1, 2004 to April 27, 2004, 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 May 7, 2004, is filed as Exhibit 16.2 to this Form 8-K/A.
(b) Engagement of Accountant.
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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
16.2 Letter from Ernst & Young LLP addressed to the Commission dated May 7,
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: May 7, 2004
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