Exhibit (a)(2)
Equity Resource Arlington Fund
44 Brattle Street
Cambridge, MA 02138
July 24, 2002
Offer To Purchase Units in
Metric Partners Growth Suite Investors LP
For $20 per Unit
Dear Limited Partner:
Enclosed with this letter is an offer to purchase limited partnership units in
Metric Partners Growth Suite Investors LP (the "Partnership") for $20 per unit
[See "THE OFFER-Introduction"]. The offer price is net to the seller and the
Purchaser will pay the transfer fee associated with the sale of your units. This
offer expires on August 26, 2002. If you are interested in selling, please read
the enclosed offer carefully.
FACTORS TO CONSIDER IN EVALUATING THIS OFFER
o Partnership Currently Involved in Litigation
The Partnership is currently involved in seven separate lawsuits and its
ability to distribute cash to limited partners is dependent on the outcome
of those lawsuits. In its most recent annual report, the Partnership stated
that, "there is substantial doubt regarding the Partnership's ability to
continue as a going concern." This doubt is primarily the result of the
uncertainty created by the current litigation. The claims against the
Partnership in these lawsuits are in excess of the Partnership's current
assets.
o Opportunity for Liquidity
The Arlington Fund's offer provides liquidity to limited partners and will
give them an opportunity to liquidate this investment. Though the
Partnership's ten investment properties have been liquidated, litigation
has prevented the Partnership from distributing cash to limited partners.
By selling your limited partnership units, you give yourself the
opportunity to place the proceeds from a sale into other, potentially
better performing, investments. You may also simplify your tax returns by
eliminating future K-1 reporting for this Partnership.
o Offer Price May Not Represent the Full Value of Your Units
No independent party has been retained by the Purchaser or any other person
to evaluate or render any opinion to limited partners with respect to the
fairness of the offer price, and no representation is made as to any
fairness or other measures of value that may be relevant to limited
partners. In light of the uncertainties relating to the litigation, the
Partnership no longer provides an estimated net asset value (NAV) for
units. The Purchaser was unable to calculate its own NAV or liquidation
value for units and the Purchaser's offer price may be viewed as
speculative in nature.
o Conflict of Interest
The Purchaser is making the Offer with a view toward making a profit.
Accordingly, there is a conflict between the Purchaser's desire to acquire
your units at a low price and your desire to sell your units at a high
price. The Purchaser's intent is to acquire the units at a discount to the
value it might ultimately realize from owning the units.
o Effects of a Sale of Your Units
Limited partners who sell their units will be giving up the opportunity to
participate in any future potential benefits associated with ownership of
units, including the right to participate in any future distribution of
cash or property.
The Purchaser
The Arlington Fund is in the business of acquiring fractional investment
interests for long-term retention and seeks to purchase units in the Partnership
in advancement of that strategy. The units acquired as a result of this offer
will be held as long-term investments and not with a view to a resale. The
Arlington Fund does not acquire general partner positions and is not engaged in
property management.
Please read the enclosed offer carefully. It contains important information
concerning this offer, the Partnership and the Purchaser. If you wish to sell
your units, complete the enclosed Agreement of Sale according to the directions
on the agreement, sign where indicated and return it in the pre-addressed return
envelope.
If you have any questions, please call Equity Resources Group, the information
agent for this offer, at (617) 876-4800 or email them at
info@equityresources.com.
Sincerely,
Equity Resource Arlington Fund LP