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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K (Mark One)  x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2003ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from  toCommission file number 0-17660 METRIC PARTNERS
GROWTH SUITE INVESTORS, L.P., a California Limited Partnership
(Exact name of Registrant as specified in its charter) CALIFORNIA
    
    94-3050708(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 1 California Street
San Francisco, California
    
    94111-5415(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
    
    (415) 678-2000(800) 347-6707 in all statesSecurities registered pursuant to Section 12(b) of the Act:
    
    NoneSecurities registered pursuant to Section 12(g) of the Act:
    
    Limited Partnership Assignee Units
 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes o No x Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. x Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes o No x No market for the Limited Partnership Assignee Units exists and therefore a
market value for such Units cannot be determined.




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TABLE OF CONTENTS  PART IItem 1. Business.Item 2. Properties.Item 3. Legal Proceedings.Item 4. Submission of Matters to a Vote of Security Holders.PART IIItem 5. Market for Registrants Common Equity and Related Stockholder Matters.Item 6. Selected Financial Data.Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 7a. Quantitative and Qualitative Disclosures about Market Risk.Item 8. Financial Statements and Financial Statement Schedules.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.Item 9A. Controls and Procedures.PART IIIItem 10. Directors and Executive Officers of the Registrant.Item 11. Executive Compensation.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Item 13. Certain Relationships and Related Transactions.Item 14. Principal Accountant Fees and Services.PART IVItem 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.SIGNATURESEXHIBIT 14.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1    Table of Contents  METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership 
 PART I 
 Item 1. Business. Metric Partners Growth Suite Investors, L.P., a California Limited Partnership
(the Partnership), was organized in 1984 under the California Uniform Limited
Partnership Act. On April 1, 1997, Metric Holdings, Inc. and Metric Realty
Corp., the partners of the Managing General Partner, Metric Realty, were
involved in certain corporate transactions. Pursuant to these transactions, (i)
Metric Holdings, Inc. was merged into a newly-formed corporation known as SSR
Realty Advisors, Inc. (SSR Realty), which became the managing partner of
Metric Realty, and (ii) Metric Realty Corp. was merged into Metric Property
Management, Inc., a subsidiary of SSR Realty. Accordingly, the partners of
Metric Realty are now SSR Realty and Metric Property Management, Inc. After
consummation of these transactions, both partners of Metric Realty continue to
be wholly owned subsidiaries of Metropolitan Life Insurance Company, as were
both partners prior to the occurrence of such transactions. The associate
general partner of the Partnership is GHI Associates II, L.P., a California
Limited Partnership. The general partner of GHI Associates II is Metric Realty
and the limited partner is Prudential-Bache Properties, Inc. The Partnerships Registration Statement filed pursuant to the Securities Act
of 1933 (No. 33-8610) was declared effective by the Securities and Exchange
Commission on April 14, 1988. The Partnership marketed its securities pursuant
to its Prospectus dated April 14, 1988, which was thereafter supplemented
(hereinafter the Prospectus). This Prospectus was filed with the Securities
and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933. The principal business of the Partnership was to acquire, hold for investment,
manage and ultimately sell all-suite, extended stay hotels, which are operated
under franchise licenses from Residence Inn by Marriott, Inc. The Partnership
is a closed limited partnership real estate syndicate. For a further
description of the Partnerships historical business, see the sections entitled
Risk Factors and Investment Objectives and Policies in the Prospectus. Beginning in April 1988, the Partnership offered $60,000,000 in Limited
Partnership Assignee Units. The offering was closed on June 30, 1989, with
total funding of $59,932,000. The net proceeds of the offering were used to
purchase ten hotel properties, which are described in Item 2. The acquisition
activities of the Partnership were completed on March 16, 1990, with the
purchase of the Residence Inn  Altamonte Springs. From that time through
1999, the principal activity of the Partnership was managing its portfolio. As
the Partnerships long-term goal was to ultimately liquidate the portfolio, the
markets where the hotels were located were monitored on an ongoing basis for
potential sales opportunities. The Partnership entered into a purchase and sale
agreement for the Residence Inn-Atlanta (Perimeter West) with an unaffiliated
buyer and sold the property on October 3, 1995. In 1997, the Partnership
marketed eight of the nine remaining hotels for sale, and on December 30, 1997,
the hotels were sold to an unaffiliated buyer. The Partnerships last
property, the Residence Inn  Nashville, was sold through foreclosure on June
18, 1999, as further described in Part II, Item 7. Environmental site assessments were performed for each of the properties at the
time of property acquisition. No material adverse environmental conditions or
liabilities were identified at that time, nor were any identified during due
diligence conducted in conjunction with the sale of the Partnerships hotels.
In no case has the Partnership received notice that it is a potentially
responsible party with respect to an environmental clean-up site. Since 1999, the Partnership has conducted no business operations. From that
date through the present, it has been holding funds derived principally from
property sales for distribution to unit holders once all pending litigation is
resolved. See Item 3. Legal Proceedings. 2




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Item 2. Properties. The following is a description of the hotel properties that the Partnership
owned and the respective date of sale of those properties: Name and Location
    
    Rooms
    
    Date of Purchase
    
    Date of SaleResidence Inn-Ontario
2025 East D Street, Ontario, California
    
    
    200
    
    
    
    04/88
    
    
    
    12/97Residence Inn-Fort Wayne
4919 Lima Road, Fort Wayne, Indiana
    
    
    80
    
    
    
    06/88
    
    
    
    12/97Residence Inn-Columbus East
2084 South Hamilton Road, Columbus, Ohio
    
    
    80
    
    
    
    06/88
    
    
    
    12/97Residence Inn-Indianapolis
3553 Founders Road, Indianapolis, Indiana
    
    
    88
    
    
    
    06/88
    
    
    
    12/97Residence Inn-Lexington
1080 Newtown Pike, Lexington, Kentucky
    
    
    80
    
    
    
    06/88
    
    
    
    12/97Residence Inn-Louisville
120 North Hurtsbourne Lane, Louisville, Kentucky
    
    
    96
    
    
    
    06/88
    
    
    
    12/97Residence Inn-Winston-Salem
7835 North Point Blvd., Winston-Salem, North Carolina
    
    
    88
    
    
    
    06/88
    
    
    
    12/97Residence Inn-Nashville
2300 Elm Hill Pike, Nashville, Tennessee
    
    
    168
    
    
    
    05/89
    
    
    
    6/99
    *Residence Inn-Atlanta (Perimeter West)
6096 Barfield Road, Atlanta, Georgia
    
    
    128
    
    
    
    10/89
    
    
    
    10/95Residence Inn-Altamonte Springs
270 Douglas Avenue, Altamonte Springs, Florida
    
    
    128
    
    
    
    03/90
    
    
    
    12/97
 * Date of foreclosure. 
 Item 3. Legal Proceedings. The Partnership is a party to the following material pending legal proceedings: Metric Partners Growth Suite Investors, L.P. vs. Kenneth E. Nelson, The Nelson
Group, et al., San Francisco County Superior Court, Case No. 928065. Nashville Lodging Company vs. Metric Partners Growth Suite Investors, L.P., et
al., Circuit Court, State of Wisconsin, Case No. 94CV001212. Orlando Residence, Ltd. vs. 2300 Elm Hill Pike, Inc. and Nashville Lodging
Company vs. Metric Partners Growth Suite Investors, L.P., Chancery Court for
Davidson County, in Nashville, Tennessee, Case No. 94-1911-I. Metric Partners Growth Suite Investors, L.P., vs. Nashville Lodging Co., 2300
Elm Hill Pike, Inc., Orlando Residence, Ltd., and LaSalle National Bank, as
trustee under that certain pooling and servicing agreement, dated July 11,
1995, for the holders of the WHP Commercial Mortgage Pass Through Certificates,
Series 1995C1 and Robert Holland, Trustee, Chancery Court for Davidson County,
in Nashville, Tennessee, Case No. 96-1405-III. 3




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GP Credit Co., LLC vs. Metric Partners Growth Suite Investors, L.P., Metric
Realty, SSR Realty Advisors, Inc. et al, San Francisco County Superior Court,
Case No. CGC-02-403301. The following lawsuit was terminated in the fourth quarter of 2003: Metric Partner Growth Suite Investors, L.P. vs. Kenneth E. Nelson, United
States District Court for the Northern District of California, Case No. C
03-2523 CRB. For information regarding these lawsuits, see Managements Discussion and
Analysis of Financial Condition and Results of Operations and Part II, Item 8,
Note 4 to the Financial Statements. 
 Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted to a vote of security holders during the fourth quarter
of the fiscal year ended December 31, 2003. 
 PART II 
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters. The Limited Partnership Assignee Unit holders are entitled to certain
distributions as provided in the Partnership Agreement. From inception through
September 7, 1999, Assignee Unit holders have received distributions from
operations and sales ranging from $696  $789 for each $1,000 limited
partnership assignee Unit, inclusive of $395 from sales proceeds. No market
for Limited Partnership Assignee Units exists, nor is one expected to develop. As of December 31, 2003, the number of holders of Limited Partnership Assignee
Units was as follows: Title of Class
    
    Number of Record HoldersLimited Partnership Assignee Units
    
    
    4,027
 4




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Item 6. Selected Financial Data. The following represents selected financial data for Metric Partners Growth
Suite Investors, L.P., a California Limited Partnership, for each of the five
years in the period ended December 31, 2003. The data should be read in
conjunction with the Financial Statements included elsewhere herein. For the Years EndedDecember 31,2003(2)
    
    2002
    
    2001
    
    2000
    
    1999(amounts in thousands except per unit data)Total Revenues
    
    $
    599
    
    
    $
    123
    
    
    $
    294
    
    
    $
    447
    
    
    $
    2,566Net (Loss) Income:(Loss) Income Before Gain on Sale or Loss on
Foreclosure of Properties
    
    $
    (14
    )
    
    $
    (328
    )
    
    $
    51
    
    
    $
    174
    
    
    $
    474Gain (Loss) on Foreclosure of Property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    410
    
    
    
    (340
    )Gain on Sale of Properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (Loss) Income
    
    $
    (14
    )
    
    $
    (328
    )
    
    $
    51
    
    
    $
    584
    
    
    $
    134Net (Loss) Income per Limited Partnership Assignee
Unit(1):(Loss) Income Before Gain on Sale or Loss on
Foreclosure of Properties
    
    $
    
    
    
    $
    (5
    )
    
    $
    1
    
    
    $
    3
    
    
    $
    15Gain (Loss) of Foreclosure of Property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    Gain on Sale of Properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (Loss) Income per Limited Partnership Assignee Unit
    
    $
    
    
    
    $
    (5
    )
    
    $
    1
    
    
    $
    10
    
    
    $
    15Total Assets
    
    $
    6,952
    
    
    $
    6,987
    
    
    $
    7,302
    
    
    $
    7,281
    
    
    $
    7,374Long Term Obligations:Notes Payable
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Cash Distributions per Limited Partnership Assignee Unit
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    85
   (1)
    
    $1,000 original contribution per limited partnership assignee Unit based
on 59,919 limited partnership Assignee Units outstanding during the period.(2)
    
    See discussion in Item 7 regarding future results of operations. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. Introduction This Item should be read in conjunction with Financial Statements contained
elsewhere in this Report. Results of Operations 2003 Compared to 2002 Net loss in 2003 was $14,000 as compared to a net loss of $328,000 in 2002.
Revenues in 2003 were $599,000, composed primarily of $525,000 received as the
result of a settlement of a lawsuit in the second quarter and $74,000 of
interest income, as compared to revenue of $123,000 in 2002, consisting
primarily of interest income. The decline in interest income in 2003 was
experienced because of dramatically decreased interest rates in 2003. 5




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Expenses in 2003 were $613,000, composed primarily of legal expenses of
$445,000 related to the Partnerships legal proceedings, a proposed amendment
of the Partnership Agreement, and certain tender offers for Partnership units
and $130,000 for investor services related to such proposed amendment and
tender offers. These expenses compare with $451,000 of expenses in 2002, which
included $326,000 of legal expenses primarily related to legal proceedings and
certain actual and threatened tender offers and $88,000 of investor services
expenses primarily related to such tender offers. 2002 Compared to 2001 Net loss in 2002 was $328,000 as compared to net income of $51,000 in 2001.
Revenues in 2002 were $123,000, composed almost entirely of interest income, as
compared to revenues of $294,000 in 2001, also consisting principally of
interest income. The decreased interest income in 2002 reflects a decline in
interest rates during this period. Expenses in 2002 were $451,000, consisting of $326,000 in legal costs,
primarily related to the Partnerships legal proceedings, advice regarding a
possible amendment of the Partnership Agreement and certain actual and
threatened tender offers for Partnership units, and $88,000 of investor
services primarily related to such tender offers. These expenses compare with
$243,000 of expenses in 2001, which included $63,000 of legal expenses
primarily related to the Partnerships legal proceedings, $64,000 of investor
services costs and $79,000 of receivable write-offs related to uncollectible
escrow deposits in related to a hotel property managed by the Partnership. The
increased expenses in 2002 reflect preparation for a trial in one of the
Partnerships lawsuits and increased tender offer activity in 2002. Off-Balance Sheet Obligations The Partnership has no off-balance sheet obligations to which it is a party. 6




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Partnership Liquidity and Capital Resources Introduction As presented in the 2003 Statement of Cash Flows, cash used by operating
activities related principally to legal fees associated with ongoing litigation
and legal fees and investor services costs related to a proposed amendment of
the Partnership Agreement and certain tender offers for Partnership units.
Other income included $525,000 received as a result of the settlement of
litigation initiated by the Partnership. Interest income was earned on cash
balances related to court-ordered reserves to be held until the resolution of
litigation with third parties. The Partnership considers investments
(primarily commercial paper) with an original maturity date of less than three
months at the time of purchase to be cash equivalents. There were no cash
equivalents at December 31, 2003. As presented in the 2002 Statement of Cash Flows, cash used by operating
activities related principally to legal fees associated with ongoing
litigation, a possible amendment of the Partnership Agreement and certain
actual and threatened tender offers for Partnership units and investor services
costs related to certain tender offers for Partnership units. Interest income
was earned on cash balances related to court-ordered reserves to be held until
the resolution of litigation with third parties. The Partnership considers
investments (primarily commercial paper) with an original maturity date of less
than three months at the time of purchase to be cash equivalents. There were no
cash equivalents at December 31, 2002. At December 31, 2003, the Partnerships assets consisted of cash and restricted
cash of $1,952,000 and $5,000,000, respectively. These amounts are available to
provide for the ultimate resolution of the matters discussed below.
Additionally, it is expected that the general partners will be required to
recontribute all or a portion of the cumulative amounts received in
distributions of approximately $914,000. This amount would also be available as
a capital resource to provide for the capital needs of the Partnership. As
further discussed below, the Partnership is involved in several litigation
matters in connection with its former properties, which are still ongoing. The former management company at the Residence Inn-Ontario, which is controlled
by Kenneth E. Nelson (Nelson), defaulted on certain obligations under the
management agreement for such hotel. In 1991, the Partnership terminated the
management agreement and initiated legal proceedings against the former
management company. The management company withheld $194,000 from property
funds in unauthorized management fees prior to relinquishing management of the
property. The $194,000 was treated as a receivable in the Partnerships
Financial Statements until 1996 when it was written off. As discussed in Note
4 to the Financial Statements, in March 1993 the parties verbally agreed to
settle the lawsuit (the SF Settlement); however, difficulties arose in
consummating the settlement. After a hearing in May 1994, the Court ruled in
June that in the settlement the Partnership had agreed to purchase the land
underlying the Residence Inn-Nashville (the Land) from Nashville Lodging
Company (NLC), an affiliate of Nelson, subject to a lis pendens on the Land. Following this ruling, the Partnership attempted to negotiate and enter into a
settlement agreement and a land purchase agreement and related agreements (the
Settlement Documents) among itself and Nelson and NLC and another Nelson
entity, 2300 Elm Hill Pike, Inc. (2300). These parties were not able to
reach agreement on all issues relating to the Settlement Documents. In May 1991, legal proceedings were initiated against the Partnership and
others by Orlando Residence Ltd., (Orlando), holder of a promissory note
issued by a previous owner of the Residence Inn-Nashville (the Hotel).
Orlando claimed the sale of the Hotel to the Partnership by NLC was intended to
defraud, hinder and delay Orlandos recovery of the amount owed to it. The
Partnership obtained a summary judgement dismissing the case against it on
September 15, 1993. In July 1994, the Court in the case filed by Orlando ruled that the Hotel had
been fraudulently conveyed to NLC by 2300 in 1986 and voided the conveyance.
Judgements totaling more than $1,350,000 were subsequently entered by this
Court against Nelson, NLC and 2300. Based on this judgement, Orlando purchased
the Land at a judicial sale and became the landlord under the Lease. This
judgement was reversed in December 1996 and NLC asked the Court to return
ownership of the Land to it. However, the Court denied NLCs request. In another action in Nashville, Tennessee, 2300 and NLC alleged that the
Partnership refused to purchase the Land as required by the SF Settlement and
demanded indemnification for all costs and losses of 2300 and NLC relating to
Orlandos claims. In February 1996, the Court in this action granted a motion
filed by 2300 and NLC for partial 7




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summary judgement, ruling that the Partnership had breached the SF Settlement.
In February 1998, the Court enjoined the Partnership from conveying,
transferring, or otherwise disposing of its cash to any extent which would
leave less than $5 million available for payment of any judgment awarded to
2300 and NLC. In September 2002, the parties signed and the Court entered an
agreed final order under which 2300 and NLC waived their sole remaining claims,
and in effect received a final judgment of no damages. This judgment has been
appealed by 2300 and NLC to the Tennessee Court of Appeals. In connection with
this appeal, the Partnership may also seek reversal of the lower Court ruling
that the Partnership breached the SF Settlement. The parties have filed initial
and reply briefs with the Tennessee Court of Appeals and oral argument was held
on January 8, 2004. The Court of Appeals has made no ruling as of the date
hereof. In addition, in January 2001, GP Credit Co., LLC filed a purported class action
against the Partnership and Metric Realty, SSR Realty Advisors, Inc. (SSR)
and certain of SSRs affiliates and current and former employees (collectively,
the SSR Parties) and a class of all limited partners of the Partnership (the
LPs) alleging, among other things, that the SSR Parties fraudulently caused
GSI to distribute $16.8 million to the LPs. No party has taken any material
actions in this case and it remains pending. In May 2003, Nelson filed with the SEC and disseminated a tender offer for a
majority of the Partnerships units and for consent solicitations. In
response, Metric Realty filed a schedule 14D-9 Statement with the SEC and the
Partnership filed a lawsuit to enjoin Nelsons proposals. The Court issued in
June 2003 a temporary restraining order halting the tender offer and consent
solicitations. Nelsons tender offer expired on October 31, 2003, and in
December 2003, the Court permanently enjoined Nelson from soliciting consents
from the Partnership unit holders in connection with matters for which either a
meeting or vote without a meeting has not been duly called by Metric Realty. See Item 8, Note 4 to the Financial Statements for more information about the
foregoing and other related proceedings. On June 18, 1999, the Hotel, its contents and the land on which it is located,
which was under lease to the Partnership, were sold through foreclosure.
Certain difficulties arose in the course of and as a result of the foreclosure
with respect to the foreclosure proceedings, the allocation of net proceeds of
the personal property of the Hotel, and ownership of the net current assets
held by Marriott on behalf of the Partnership from the operations of the Hotel
to the date of foreclosure. In addition, while the Partnership believed that
the ground lease associated with the property would be terminated in the event
of a foreclosure, it was unclear which party was entitled to receipt of
deferred ground rents (including accrued interest thereon) owed by the
Partnership at the time of foreclosure. The issues were settled in February
2000 as described in Note 4 to the Financial Statements. Subsequent to the foreclosure, Marriott issued a notice requiring the
Partnership to pay a $1,415,000 termination fee computed as per the management
agreement, plus certain employee costs not specified in the amount. However,
Marriott and the lender subsequently entered into a management agreement for
Marriotts continued management of the property and Marriott has verbally
acknowledged that a termination fee is not due. As a result of certain provisions of the Partnerships amended and restated
limited partnership agreement (the LPA), the Managing General Partner may not
process transfers of Units which, when combined with prior transfers during any
calendar year, would exceed in the aggregate 5% of the number of units then
outstanding. Transfers that are exempt from the above restrictions include
transfers at death; transfers between siblings, spouses, ancestors, or lineal
descendants; and distributions from qualified retirement plans. In February 2003, the Managing General Partner sent to all holders of Units of
record as of February 1, 2003 a solicitation statement (the Solicitation
Statement) seeking Unit holder approval of a proposed amendment of the LPA
(the Amendment). The Amendment would have eliminated certain prohibitions of
transfers of Units (the Prohibitions) that now prevent the Managing General
Partner from processing transfers of more than 5% of the Units in any calendar
year and of more than 50% of the Units over any 12-month period. Based on a
tax opinion received from counsel and other considerations described in the
Solicitation Statement, the Managing General Partner concluded that it would be
in the best interest of the Unit holders for the LPA to be amended to remove
the Prohibitions. In order for the Amendment to become effective, it had to be
approved by the holders of more than 50% of the total outstanding Units by no
later than May 8, 2003. As of that date, holders of 37% of the outstanding
Units had submitted written consents approving the Amendment, which was
insufficient to make the Amendment effective. 8




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Conclusion In view of the uncertainties in connection with the litigation relating to the
Hotel (as described in Note 4 to the Financial Statements) and the
distributions the General Partners will be obligated to return to the
Partnership prior to its liquidation, the Partnership no longer provides an
estimated net asset value per Assignee Unit. However, the Partnership is aware
that some resale transactions of Units have taken place in the informal
secondary market. In this informal market, transactions may or may not take
place in any given time period and occur at a price negotiated between the
buyer and seller. The Partnership has no knowledge concerning how a particular
price may be determined. Resale transactions of 848 units, or 1.42% of the
total outstanding Units were recorded on the books of the Partnerships
transfer agent between January 1, 2003 and December 31, 2003, reflecting prices
ranging from $20 to $90 per Unit, with a simple average price of $47.28. The
Partnerships knowledge of these transactions is based solely on the books and
records of its Transfer Agent. As discussed in Item 8, Note 1 to the Financial Statements, there is
substantial doubt regarding the Partnerships ability to continue as a going
concern. The Partnership does not expect to receive any significant cash flow
through December 31, 2004. 
 Item 7a. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. 9




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Item 8. Financial Statements and Financial Statement Schedules. METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership TABLE OF CONTENTS PageReport of Independent Auditors
    
    
    11Financial Statements:Balance Sheets at December 31, 2003 and 2002
    
    
    12Statements of Operations for the Years ended December 31, 2003, 2002 and 2001
    
    
    13Statements of Partners Equity (Deficiency) for the Years ended December 31, 2003, 2002 and 2001
    
    
    14Statements of Cash Flows for the Years ended December 31, 2003, 2002 and 2001
    
    
    15Notes to Financial Statements
    
    
    16
 Financial Statements and financial statement schedules not included have
been omitted because of the absence of conditions under which they are required
or because the information is included elsewhere in the Financial Statements. 10




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REPORT OF INDEPENDENT AUDITORS Metric Partners Growth Suite Investors, L.P., a California Limited Partnership: We have audited the accompanying balance sheets of Metric Partners Growth
Suite Investors, L.P., a California Limited Partnership, (the Partnership) as
of December 31, 2003 and 2002, and the related statements of operations,
partners equity (deficiency) and cash flows for each of the three years in the
period ended December 31, 2003. These financial statements are the
responsibility of the Partnerships management. Our responsibility is to
express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion. In our opinion, the financial statements present fairly, in all material
respects, the financial position of Metric Partners Growth Suite Investors,
L.P. at December 31, 2003 and 2002, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2003,
in conformity with accounting principles generally accepted in the United
States. The financial statements have been prepared assuming that the Partnership
will continue as a going concern. As more fully described in Note 4, the
Partnership is subject to ongoing litigation. The uncertainties relating to
this litigation raise substantial doubt about the Partnerships ability to
continue as a going concern. Managements plans in regard to this litigation
are also described in Note 4. 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 classifications of liabilities that
may result from the outcomes of these uncertainties. Ernst & Young LLP New York, New York
February 10, 2004 See notes to financial statements. 11




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METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership BALANCE SHEETS ASSETS
    
    December 31, 2003
    
    December 31, 2002CASH AND CASH EQUIVALENTS
    
    $
    1,952,000
    
    
    $
    1,987,000RESTRICTED CASH
    
    
    5,000,000
    
    
    
    5,000,000TOTAL ASSETS
    
    $
    6,952,000
    
    
    $
    6,987,000LIABILITIES AND PARTNERS EQUITYOTHER LIABILITIES
    
    $
    23,000
    
    
    $
    44,000COMMITMENTS AND CONTINGENCIESPARTNERS EQUITY (DEFICIENCY):GENERAL PARTNERS
    
    
    (914,000
    )
    
    
    (914,000
    )LIMITED PARTNERS (59,919 units outstanding).
    
    
    7,843,000
    
    
    
    7,857,000TOTAL PARTNERS EQUITY
    
    
    6,929,000
    
    
    
    6,943,000TOTAL LIABILITIES AND PARTNERS EQUITY
    
    $
    6,952,000
    
    
    $
    6,987,000
 See notes to financial statements. 12




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##### Table of Contents



METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
a California Limited Partnership STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2003, 2002 and 2001 2003
    
    2002
    
    2001REVENUESInterest and other
    
    $
    599,000
    
    
    $
    123,000
    
    
    $
    294,000Total revenues
    
    
    599,000
    
    
    
    123,000
    
    
    
    294,000EXPENSEInterest
    
    
    
    
    
    
    
    
    
    
    General and
administrative
(Including $22,000
paid to the
managing general
partner and
affiliates in 2003,
2002 and 2001,
respectively)
    
    
    613,000
    
    
    
    451,000
    
    
    
    243,000Total expenses
    
    
    613,000
    
    
    
    451,000
    
    
    
    243,000NET (LOSS) INCOME
    
    $
    (14,000
    )
    
    $
    (328,000
    )
    
    $
    51,000NET (LOSS) INCOME
PER LIMITED
PARTNERSHIP
ASSIGNEE UNIT:NET (LOSS) INCOME
    
    $
    
    
    
    $
    (5
    )
    
    $
    CASH DISTRIBUTIONS
PER LIMITED
PARTNERSHIP ASIGNEE
UNIT
    
    $
    
    
    
    $
    
    
    
    $
    
 See notes to financial statements. 13




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##### Table of Contents



METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership STATEMENTS OF PARTNERS EQUITY (DEFICIENCY)
For the Years Ended December 31, 2003, 2002 and 2001 General
    
    LimitedPartner
    
    Partners
    
    TotalBALANCE, DECEMBER 31, 2000
    
    $
    (914,000
    )
    
    $
    8,134,000
    
    
    $
    7,220,000Net Income
    
    
    
    
    
    
    51,000
    
    
    
    51,000BALANCE, DECEMBER 31, 2001
    
    
    (914,000
    )
    
    
    8,185,000
    
    
    
    7,271,000Net Income
    
    
    
    
    
    
    (328,000
    )
    
    
    (328,000
    )BALANCE, DECEMBER 31, 2002
    
    
    (914,000
    )
    
    
    7,857,000
    
    
    
    6,943,000Net Loss
    
    
    
    
    
    
    (14,000
    )
    
    
    (14,000
    )BALANCE, DECEMBER 31, 2003
    
    $
    (914,000
    )
    
    $
    7,843,000
    
    
    $
    6,929,000
 See notes to financial statements. 14




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##### Table of Contents



METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2003, 2002 and 2001 2003
    
    2002
    
    2001OPERATING ACTIVITIES:Net (loss) income
    
    $
    (14,000
    )
    
    $
    (328,000
    )
    
    $
    51,000Adjustments to reconcile net (loss) income to net
cash used by operating activities:Changes in operating assets and liabilities:Accounts receivable
    
    
    
    
    
    
    
    
    
    
    214,000Other liabilities
    
    
    (21,000
    )
    
    
    13,000
    
    
    
    (30,000
    )Net cash used by operating activities
    
    
    (35,000
    )
    
    
    (315,000
    )
    
    
    235,000(DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS
    
    
    (35,000
    )
    
    
    (315,000
    )
    
    
    235,000Cash and cash equivalents at beginning of year
    
    
    1,987,000
    
    
    
    2,302,000
    
    
    
    2,067,000CASH AND CASH EQUIVALENTS AT END OF YEAR
    
    $
    1,952,000
    
    
    $
    1,987,000
    
    
    $
    2,302,000
 See notes to financial statements. 15




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##### Table of Contents



METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
a California Limited Partnership NOTES TO FINANCIAL STATEMENTS
December 31, 2003 1. Organization and Summary of Significant Accounting Policies Organization Metric Partners Growth Suite Investors, L.P., a California
Limited Partnership (the Partnership), was organized under the laws of the
State of California to acquire, hold for investment, manage, and ultimately
sell, all-suite, extended stay hotels, which are a franchise of the Residence
Inn, by Marriott, Inc. The Managing General Partner is Metric Realty, an
Illinois general partnership. The Associate General Partner of the Partnership
is GHI Associates II, L.P., a California Limited Partnership, of which Metric
Realty is the general partner and Prudential-Bache Properties, Inc., a wholly
owned subsidiary of Prudential Securities Group Inc., is the limited partner.
Through March 31, 1997, Metric Realty was owned by Metric Holdings, Inc. and
Metric Realty Corp. Metric Realty Corp. was the Managing Partner of Metric
Realty. On April 1, 1997, Metric Holdings, Inc. and Metric Realty Corp., the
partners of the Managing General Partner, Metric Realty, were involved in
certain corporate transactions. Pursuant to these transactions, (i) Metric
Holdings, Inc. was merged into a newly formed corporation known as SSR Realty
Advisors, Inc. (SSR Realty), which became the managing partner of Metric
Realty, and (ii) Metric Realty Corp. was merged into Metric Property
Management, Inc., a subsidiary of SSR Realty. Accordingly, the partners of
Metric Realty are now SSR Realty and Metric Property Management, Inc. After
consummation of these transactions, both partners of Metric Realty continue to
be wholly owned individual subsidiaries of Metropolitan Life Insurance Company,
as were both partners prior to the occurrence of such transactions. The
Partnership was organized on June 28, 1984, and commenced operations on April
14, 1988. Capital contributions of $59,932,000 ($1,000 per assignee Unit) were
made by the limited partners. Basis of Presentation The financial statements of the Partnership have been
prepared on the accrual basis of accounting in accordance with accounting
principals generally accepted in the United States and assume that the
Partnership will continue as a going concern. The Partnership is subject to
ongoing litigation that is more fully described in Note 4. The uncertainties
relating to this litigation create substantial doubt about the Partnerships
ability to continue as a going concern. Management intends to vigorously
defend against this litigation. 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 classifications of liabilities that
may result from the outcome of those uncertainties. Fair Value of Financial
Instruments The carrying amounts of cash and cash
equivalents, restricted cash and other liabilities, due to the short nature of
such items, approximate their fair value. Use of Estimates The preparation of the Financial Statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results could
differ from those estimates. Cash and Cash Equivalents The Partnership considers all highly liquid
investments, primarily commercial paper, with an original maturity date of
three months or less at the time of purchase to be cash equivalents. Restricted Cash The $5,000,000 balance at December 31, 2003, and 2002 is the
amount which (as discussed in Note 4) the Court enjoined the Partnership from
conveying, transferring, or otherwise disposing of. Credit Risk Financial instruments, which potentially subject the Partnership
to concentrations of credit risk, include cash and cash equivalents and
restricted cash. The Partnership places its cash deposits and temporary cash
investments with creditworthy, high-quality financial institutions. The
concentration of such cash deposits and temporary cash investments is not
deemed to create a significant risk to the Partnership. 16




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##### Table of Contents



Gain on Sale of Properties
Sales are generally recorded at the close of
escrow or after title has been transferred to buyer and after appropriate
payments have been received and other criteria for gain recognition have been
met. Marketing Marketing costs were expensed as incurred. Net (Loss) Income Per
Limited Partnership Assignee Unit Net (loss) income per
limited partnership assignee Unit is computed by dividing net income allocated
to the limited partners by 59,919 assignee Units. Income Taxes No provision for Federal and state income taxes has been made in
the Financial Statements because income taxes are the obligation of the
partners. Revenue Recognition Income (principally interest on cash and cash
equivalents) is recognized when earned. 2. Transactions with the Managing General Partner and Affiliates In accordance with the Partnership agreement, the Partnership is charged by the
Managing General Partner and affiliates for services provided to the
Partnership. The amounts are as follows: 2003
    
    2002
    
    2001Partnership management charges
    
    $
    22,000
    
    
    $
    22,000
    
    
    $
    22,000
 These charges for Partnership management consist of reimbursement of expenses
incurred by the Managing General Partner and affiliates on behalf of the
Partnership for partnership accounting, professional services and investor
services and include an allocation of certain internal costs related to such
services. In accordance with the Partnership agreement, the general partners are
allocated their two percent continuing interest in the Partnerships net income
or loss and cash distributions. In addition, in 1994 the general partners were
allocated gross income of $245,000 in accordance with and calculated pursuant
to the Partnership Agreement. However, beginning in 1995 and through 1998, due
to the general partners equity account balance, the Partnership adjusted and
limited the income allocation to the general partners to amounts equal to their
two percent continuing interest in cash distributions. Pursuant to the
Partnership Agreement, immediately prior to liquidation and if certain
distribution levels to the limited partners are not met, the general partners
may be obligated to return all or a portion of the cumulative amounts received
in distributions. At December 31, 2003, such amount is approximately $914,000
and the Partnership believes circumstances will be such that the general
partners will be required to re-contribute this amount. The general partners were allocated taxable gain and loss in accordance with
the Partnership Agreement. 17




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##### Table of Contents



3. Asset To Be Disposed Of and Foreclosure of Property At December 31, 1998, the Partnerships remaining property, the Residence Inn 
Nashville (the Hotel), was classified as an asset to be disposed of and an
impairment provision, in the amount of $195,000, was recorded to reduce the
carrying value to the estimated fair value less estimated disposal costs. The
estimated fair value for this property was determined to be equivalent to the
estimated principal balance on the non-recourse mortgage note payable at the
expected date for the transfer of the property to the lender via deed in lieu
of foreclosure or through foreclosure. In deciding to sell or dispose of the property, the Partnership considered the
deterioration of the Nashville market, in conjunction with the substantial
capital improvements that would be required under the Marriott contract over
the next several years and which would be necessary for the hotel to remain
competitive. On June 18, 1999, the improvements of the Hotel owned by the Partnership and
the land on which it is located, which was under lease to the Partnership, were
sold through foreclosure for $9,050,000, with net proceeds of approximately
$450,000 after deduction of the outstanding principal and other costs. The
Partnership incurred a loss of $340,000 as a result of the foreclosure. The
purchaser was the holder of the mortgage note payable encumbering the Hotel
(the Lender). The Partnership had been in default under the mortgage note
payable since April 1998, when it did not pay the balloon mortgage payment due
at that date. In the foreclosure sale, the lessor on the ground lease also bid
for the property. The lessor filed suit against the foreclosure trustee,
asserting that the trustee denied him his alleged right to redeem the property
by paying the debt through the foreclosure. The suit was settled in a
mediation meeting on February 29, 2000 as further discussed below. With respect to the ground lease, on May 20, 1999, the lessor issued a letter
notifying the Partnership that it had terminated the ground lease as the
Partnership had defaulted under the terms of the mortgage note for the Hotel,
thereby violating a term of the ground lease agreement. However, the Lender
took the position that the ground lease was not terminated until June 18, 1999,
when it was terminated as a result of the foreclosure. On February 29, 2000, a mediation meeting was held for the purposes of settling
the issues among the lender, the former lessor on the ground lease and the
Partnership. At that meeting, the parties agreed to the terms of a settlement
agreement (Settlement) that was subsequently signed in March 2000. The
Settlement provided for (i) payment by the Partnership to the former lessor of
the ground lease of the $655,000 deferred ground rent liability (including
interest, which the Partnership earned on that amount until date of actual
payment) and (ii) collection of $125,000 by the Partnership representing its
share of proceeds from the sale of personal property. In addition, the parties
agreed that the Partnership was entitled to operations to the date of
foreclosure plus any cash and cash reserves held by Marriott pertaining to the
Partnerships ownership period to the date of foreclosure of the Hotel. In March 2000 the Partnership paid $681,000 to the former lessor of the ground
lease representing the $655,000 mentioned above plus interest earned on the
$655,000 from date of foreclosure to date of payment. While the $655,000 was
reflected in the outstanding liabilities at December 31, 1999, the $26,000
interest expense was recorded in the first quarter of 2000. Also in March, the
Partnership received the $125,000 representing its proceeds from the sale of
personal property. Of this amount, $10,000 had been reflected in the 1999
audited financial statements and the remaining $115,000 was recorded in the
first quarter of 2000 as an adjustment to loss on foreclosure of property. The
$115,000 was reduced by $10,000 to $105,000 due to an increase in the expected
legal reimbursement due to Marriott pertaining to the new management agreement
for Marriotts continued management of the property subsequent to the
foreclosure. In September 2000, pursuant to an agreement with Marriott with respect to the
Residence Inn  Nashville, the Partnership received $306,000. This was
recorded net of related expenses of $1,000 in the third quarter of 2000 as an
adjustment to loss on foreclosure of property. Subsequent to the foreclosure, Marriott issued a notice requiring the
Partnership to pay a $1,415,000 termination fee, computed as per the management
agreement, plus certain employee costs not specified in amount. However,
Marriott and the Lender subsequently entered into a management agreement for
Marriotts continued management of the property and Marriott has verbally
acknowledged that a termination fee is not due. 18




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4. Legal Proceedings Metric Partners Growth Suite Investors, L.P. vs. Kenneth E. Nelson, The Nelson
Group, et al., San Francisco County Superior Court, Case No. 928065(the SF
Lawsuit). [The lawsuits described below are related. Terms defined in the
description of one case may be used in the description of the other cases.] This lawsuit related to disputes in connection with management of the
Partnerships Residence Inn  Ontario by an entity controlled by Kenneth E.
Nelson (Nelson) from April 1988 to February 1991. In March 1993, the
Partnership and Nelson verbally agreed to settle the SF Lawsuit at a settlement
conference (the SF Settlement), whereby the Partnership would purchase, at a
discount, the land (the Land) underlying the Hotel then leased by the
Partnership from Nashville Lodging Company (NLC), an entity controlled by
Nelson. Various disagreements between the Partnership and Nelson regarding the
SF Settlement arose after March 1993, and documents to effectuate the SF
Settlement were never executed. This action is no longer active. Nashville Lodging Company vs. Metric Partners Growth Suite Investors, L.P. et
al., Circuit Court, State of Wisconsin, Case No. 94CV001212. In February 1994, NLC served this lawsuit on the Partnership. NLC alleges
fraud, breach of settlement contract and breach of good faith and fair dealing
and seeks compensatory, punitive and exemplary damages in an unspecified amount
for the Partnerships failure to consummate the SF Settlement. In February
1994, the Partnership filed an answer and requested that the Court stay the
action pending resolution of the SF Lawsuit including all appeals. The Court
refused to stay the action and discovery commenced. In February 1995, the
Court determined that the Partnership could be sued in Wisconsin but stayed the
case until the settlement of the SF Lawsuit has been finalized. Orlando Residence Ltd. vs. 2300 Elm Hill Pike, Inc. and Nashville Lodging
Company vs. Metric Partners Growth Suite Investors, L.P., Chancery Court for
Davidson County, in Nashville, Tennessee, Case No. 94-1911-I(Nashville Case
I). Orlando Residence Inn Ltd. (Orlando) filed this action against 2300 Elm Hill
Pike, Inc. (2300) and NLC in the Davidson County Chancery Court to attempt to
execute a judgment against Nelson, NLC and 2300 in another action in Chancery
Court by subjecting the Land to sale. In May 1995, 2300 and NLC (TP
Plaintiffs) filed a third-party complaint against the Partnership, alleging it
had refused to purchase the Land as required by the SF Settlement. TP
Plaintiffs demanded payment by the Partnership of 2300 and NLCs costs of
defending the case in which the judgment that Orlando was attempting to enforce
had been obtained and indemnification for any loss resulting from the claims of
Orlando, among other claims of damage. In February 1996, the Court granted a motion filed by TP Plaintiffs for partial
summary judgment, ruling that the Partnership had breached the SF Settlement.
The Partnership does not believe it breached the SF Settlement. In late October 1997, TP Plaintiffs filed a motion for an injunction to
prohibit the Partnership from distributing proceeds from the sale of the
Residence Inns owned by the Partnership, pending a final judgment in this case.
A hearing on this motion was held in February 1998 and the Court enjoined the
Partnership from conveying, transferring, distributing or otherwise disposing
of its cash to any extent which would leave less than $5 million available for
payment of any judgment obtained by TP Plaintiffs. TP Plaintiffs filed an amended complaint against the Partnership in April 1998,
asserting, among other things, a bad faith breach of contract by the
Partnership. In May 1998, the Court granted a motion by the Partnership to
dismiss these bad faith allegations and to dismiss certain claims for specific
damages made by TP Plaintiffs, including attorneys fees and the value of
Nelsons time relating to efforts to enforce the SF Settlement. In late October 1998, TP Plaintiffs filed a second amended complaint, asserting
that a certain 1989 three-party agreement among NLC, the Partnership and the
holder of a mortgage on the Hotel and the Land entitles TP Plaintiffs to obtain
judgment for, among other things, the cost, including attorneys fees, of this
action and of Nelsons time and efforts on behalf of NLC in this action. In
November 1998, the Court granted a motion filed by the Partnership, dismissing
the claim of TP Plaintiffs to recover for the value of Nelsons time and
efforts on behalf of NLC in this and related litigation. In December 1998, the Court granted a motion for partial summary judgment filed
by the Partnership, dismissing most of the remaining damage claims of TP
Plaintiffs, including claims for indemnification for any loss resulting from
the claims of Orlando. After these claims were dismissed, TP Plaintiffs
amended their damage claim to seek to recover the alleged differential between
the price that the Partnership agreed to pay for the Land and its alleged fair
market value. The 19




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##### Table of Contents



amount of this claim was approximately $1.6 million. In addition, TP
Plaintiffs sought to recover attorneys fees to enforce the SF Settlement. In November 1999, the Partnership filed a motion for summary judgment seeking
dismissal of TP Plaintiffs claim for attorneys fees. This motion was granted
by the Court on February 25, 2000. On December 21, 2000, the TP Plaintiffs filed a motion requesting that the
Court reconsider its order of December 1998, granting partial summary judgment
to the Partnership. This motion was denied by the Court on January 26, 2001. The trial of the claim of the TP Plaintiffs remaining in this case, scheduled
for December 17, 2001, was postponed to February 11, 2002. Trial did start on
this date, but on February 13, 2002, the Judge declared a mistrial as a result
of events unrelated to this action. A new trial was scheduled for September 16,
2002. On April 5, 2002, TP Plaintiffs filed a motion for leave to amend their
complaint to allege damages resulting from alleged interference by the
Partnership with NLCs efforts to sell the Land and to compute NLCs benefit
of bargain damages as of the date of the trial, rather than the date of the
breach of the SF Settlement. On May 3, 2002 the Partnership filed a response
to the motion denying the allegations of the proposed amendment and seeking a
ruling barring the filing of the amended complaint. The Court denied the
motion on May 29, 2002. On September 3, 2002, the TP Plaintiffs and the Partnership signed and the
Court entered an agreed final order under which the TP Plaintiffs waived their
sole remaining damage claims. All other damage claims asserted by the TP
Plaintiffs in the case had been dismissed by prior orders of the Court. The
effect of the order is a final judgment of no damages for the TP Plaintiffs.
The agreed final order was proposed by the TP Plaintiffs, who have filed a
notice of appeal of the final judgment with the Tennessee Court of the Appeals.
In connection with this appeal, the Partnership will seek to have the judgment
upheld, but if the Court of Appeals should determine to overturn any of the
lower Court rulings in favor of the Partnership and remand the case to the
lower Court, the Partnership will also seek reversal of the lower court ruling
that the Partnership breached the SF Settlement. The parties have filed initial
and reply briefs with the Tennessee Court of Appeals and oral argument was held
on January 8, 2004. The Court of Appeals has made no ruling as of the date
hereof. Metric Partners Growth Suite Investors, L.P., vs. Nashville Lodging Co., 2300
Elm Hill Pike, Inc., Orlando Residence Ltd., and LaSalle National Bank, as
trustee under that certain pooling and servicing agreement, dated July 11, 1995
for the holders of the WHP Commercial Mortgage Pass Through Certificates,
Series 1995C1 and Robert Holland, Trustee, Chancery Court for Davidson County,
in Nashville, Tennessee, Case No. 96-1405-III(Nashville Case II). The Partnership filed this action on May 3, 1996 to obtain, among other things,
a judicial determination of the rights and obligations of the Partnership and
NLC under the senior mortgage on the Hotel (Senior Mortgage), a note held by
NLC wrapped around the Senior Mortgage (the Wrap Note) and the Lease as a
consequence of the Partnerships cure of certain defaults by NLC under the
Senior Mortgage. The Partnership believed that as a result of such a cure, it
became the direct obligor to the lender under the Senior Mortgage and that the
Wrap Note had been satisfied and the payments due under Lease reduced by
$50,000 per year. NLC and 2300 filed an answer in June, together with a counterclaim against the
Partnership. NLC and 2300 claimed damages from the Partnership and asked the
Court to permit acceleration of the Wrap Note and termination of the Lease. In
July 1996, the Partnership filed a motion for summary judgment in this case,
asking that the Court award the relief sought by it and that the Court dismiss
the counterclaim of NLC and 2300. At a hearing on this motion held in August
1996 the Court granted the Partnerships motion. The defendants appealed all
judgments for the Partnership in this case. The Partnership and the defendants
agreed on an attorneys fee award to the Partnership of $60,000, but no payment
was expected until the defendants appeal is resolved. Oral arguments
regarding this appeal were held in July 1998, and in September 1998 the
appellate court affirmed the judgments for the Partnership. Defendants moved
for rehearing, which was denied in early October 1998. Defendants then filed
an application with the Tennessee Supreme Court for permission to appeal the
appellate court decision. This application was denied by the Tennessee Supreme
Court in early March 1999. Subsequently, Defendants petitioned the Tennessee
Supreme Court to reconsider its denial. This petition was denied by the
Tennessee Supreme Court on May 10, 1999. The Partnerships $60,000 attorneys
fee award is now due and owing by the defendants. 20




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GP Credit Co., LLC vs. Metric Partners Growth Suite Investors, L.P., Metric
Realty, SSR Realty Advisors, Inc. et al, San Francisco County Superior Court,
Case No. CGC-02-403301. On January 10, 2001, GP Credit Co., LLC (GP) filed this purported class
action against the Partnership and Metric Realty, SSR Realty Advisors, Inc.
(SSR) and certain of SSRs affiliates and current and former employees
(collectively, the SSR Parties) and a class of all limited partners of the
Partnership (the LPs) alleging, among other things, that the SSR Parties
fraudulently caused GSI to distribute $16.8 million to the LPs. GP, which
claims to have purchased a claim owned by NLC, is demanding general and
punitive damages against the Partnership and the SSR Parties and damages from
the LPs with regard to the portion of this $16.8 million distribution received
by each LP. Process was served on all non-LP defendants in March and April
2002 and answers have been filed on behalf of all non-LP defendants. A Court
status conference is set for August 27, 2004. Metric Partners Growth Suite Investors, L.P. vs. Kenneth E. Nelson, United
States District Court for the Northern District of California, Case No. C
03-2523 CRB On May 14, 2003 Nelson filed with the SEC and disseminated to each of the
Partnerships Unit holders a tender offer for a majority of the Metric units at
$86 per unit and four consent solicitations, the approval of all of which were
a precondition to Nelsons tender offer. These conditions were (1) an
amendment to the Partnerships limited partnership agreement (the Partnership
Agreement) that would allow a purchaser to acquire control of the Partnership;
(2) removal of Metric Realty and affiliates as general partners; (3) election
of Nelson as the sole general partner; and (4) settlement of pending litigation
between Nelson, NLC, GP, LLC and the Partnership by entry of a judgment in
favor of GP against the Partnership for $10 million, of which $4 million was to
be immediately paid to GP. In response, Metric Realty filed a Schedule 14D-9 Statement with the SEC on May
28, 2003 recommending that the Unit holders reject Nelsons tender offer and
consent solicitations. Also, the Partnership filed on May 28, 2003 this
lawsuit seeking to enjoin Nelsons proposals on the principal legal grounds
that Nelsons tender offer and consent solicitations violated the procedural
and substantive provisions of the Partnership Agreement, his disclosure
materials contained misrepresentations and material omissions and his takeover
plan would violate his fiduciary duty and aid and abet a breach of fiduciary
duty by Partnership Unit holders. On June 27, 2003, the Court issued a temporary restraining order halting
Nelsons proceeding with his tender offer and consent solicitations except that
he was allowed to attempt to convene a vote of the Unit holders in accordance
with the Partnership Agreement. This order was converted to a preliminary
injunction on August 5, 2003 pursuant to a Court Order stipulated to by the
parties. Nelsons tender offer expired by its terms on October 31, 2003. Once
the tender offer had expired, the Partnership sought to convert the preliminary
injunction into a final judgment. On December 12, 2003, the parties stipulated
to and the Court entered a final judgment against Nelson, granting a permanent
injunction preventing him from soliciting consents from the Partnerships unit
holders in connection with matters for which either a meeting or a vote without
a meeting has not been called by Metric Realty in accordance with the
Partnership Agreement. 21




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5. Reconciliation to Income Tax Method of Accounting The differences between the method of accounting for income tax reporting and
the accrual method of accounting used in the Financial Statements are as
follows: 2003
    
    2002
    
    2001Net (loss) income  Financial Statements
    
    $
    (14,000
    )
    
    $
    (328,000
    )
    
    $
    51,000Differences resulted from:Other
    
    
    
    
    
    
    
    
    
    
    Net (loss) income  income tax method
    
    $
    (14,000
    )
    
    $
    (328,000
    )
    
    $
    51,000Taxable (loss) income per limited partnership assignee unit
    
    $
    0
    
    
    $
    (5
    )
    
    $
    1Net assets and liabilities  Financial Statements
    
    $
    6,929,000
    
    
    $
    6,943,000
    
    
    $
    7,302,000Cumulative differences resulted from:Other
    
    
    
    
    
    
    
    
    
    
    Net assets and liabilities  income tax method
    
    $
    6,929,000
    
    
    $
    6,943,000
    
    
    $
    7,302,000
 22




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6. Summarized Quarterly Financial Information (Unaudited) The following represents selected financial data for the Partnership, for the
two years ended December 31, 2003 and 2002. The data should be read in
conjunction with the financial statements included elsewhere herein. For the Three Months Ended,2003
    
    March 31
    
    June 30
    
    September 30
    
    December 31Total Revenues
    
    $
    21,000
    
    
    $
    565,000
    
    
    $
    17,000
    
    
    $
    17,000Total Expenses
    
    
    46,000
    
    
    
    216,000
    
    
    
    350,000
    
    
    
    46,000Net (Loss) Income
    
    $
    (25,000
    )
    
    $
    349,000
    
    
    $
    (333,000
    )
    
    $
    (29,000
    )Net Income (Loss) per Limited Partnership Assignee Unit.
    
    $
    
    
    
    $
    6
    
    
    $
    (6
    )
    
    $
    Total Assets
    
    $
    6,937,000
    
    
    $
    7,307,000
    
    
    $
    6,978,000
    
    
    $
    6,952,000Long Term Obligations:Notes Payable:
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Cash Distributions per Limited Partnership Assignee Unit
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 For the Three Months Ended,2002
    
    March 31
    
    June 30
    
    September 30
    
    December 31Total Revenues
    
    $
    34,000
    
    
    $
    32,000
    
    
    $
    30,000
    
    
    $
    27,000Total Expenses
    
    
    107,000
    
    
    
    96,000
    
    
    
    107,000
    
    
    
    141,000Net (Loss):
    
    $
    (73,000
    )
    
    $
    (64,000
    )
    
    $
    (77,000
    )
    
    $
    (114,000
    )Net (Loss) per Partnership Assignee Unit (1):Net (Loss)
    
    $
    (1
    )
    
    $
    (1
    )
    
    $
    (1
    )
    
    $
    (2
    )Total Assets
    
    $
    7,215,000
    
    
    $
    7,147,000
    
    
    $
    7,065,000
    
    
    $
    6,943,000Long Term Obligations:Notes Payable
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Cash Distributions per Limited Partnership Assignee Unit
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 (1) $1,000 original contribution per limited partnership Assignee Unit based on
59,919 limited partnership Assignee Units outstanding during the period. 23




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. 
 Item 9A. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures. As of the end of the
fiscal year ended December 31, 2003, as required by paragraph (b) of Rule
13a-15 under the Securities Exchange Act of 1934, as amended (the Exchange
Act), the Partnership carried out an evaluation, with the participation of the
Chief Executive Officer and Chief Financial Officer of Metric Realty, the
Managing General Partner of the Partnership, of the effectiveness of the
Partnerships disclosure controls and procedures (as such term is defined in
Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based on such evaluation,
such officers have concluded that, as of such date, the Partnerships
disclosure controls and procedures are effective in alerting them on a timely
basis to information relating to the Partnership required to be disclosed by
the Partnership in the reports that it files or submits under the Exchange Act. (b) Changes in Internal Controls. There have not been any changes in the
Partnerships internal control over financial reporting that occurred during
the Partnerships quarter ended December 31, 2003 that have materially
affected, or are reasonably likely to materially affect, the Partnerships
internal control over financial reporting. 24




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##### Table of Contents



PART III 
 Item 10. Directors and Executive Officers of the Registrant. The Partnership has no directors or executive officers. For informational
purposes only, the following are the names and additional information relating
to the executive officers of Metric Realty, the Managing General Partner of the
Partnership, and the directors and executive officers of SSR Realty Advisors,
Inc. (SSR Realty), the managing partner of Metric Realty. (a) Directors and Executive Officers Fred LieblichDirector and President, SSR Realty; Chief Executive Officer, Metric Realty Mr. Lieblich age 42, has been President of SSR Realty, a subsidiary of MetLife,
Inc., since July 2003 and Chief Executive Officer of Metric Realty since August
2003. Since 1984 Mr. Lieblich has served in various positions within MetLifes
and SSR Realtys real estate investment operations. His experience includes
research, acquisitions, financing, asset management and dispositions. In
addition, he spent three years co-managing MetLifes $11 billion general
account equity portfolio. Mr. Lieblich received a B.S. from the University of
Illinois and an M.B.A. from the University of Chicago. He is a member of the
Editorial Board of the Journal of Real Estate Portfolio Management, the Board
of Directors of the National Bureau of Real Estate Research, and a member of
The National Council of Real Estate Investment Fiduciaries, The Pension Real
Estate Association and The National Association of Real Estate Investment
Managers. Richard S. DavisChairman of the Board, SSR Realty Mr. Davis, age 58, was elected to his position with SSR Realty in November
2000. He joined State Street Research & Management Company (State Street), a
subsidiary of Metropolitan Life Insurance Company (MetLife), in November
2000, as Chairman of the Board, Chief Executive Officer and President. He also
serves as President and CEO of SSRM Holdings, Inc. a wholly owned subsidiary of
MetLife, which in turn serves as a holding company for several of MetLifes
investment management subsidiaries. Prior to joining State Street, Mr. Davis
was Senior Vice President, Fixed Income Investments for MetLife, responsible
for the firms $110 billion fixed income portfolio. Prior to this, Mr. Davis
spent 8 years at J.P. Morgan Securities and J.P. Morgan Investment Management,
where his responsibilities spanned from global fixed income sales management to
client business, risk management and product development for the firms money
management division. He previously held successive management positions for 19
years at First Boston Corporation, where he was ultimately responsible for
leading sales, trading and research for all fixed income products. He holds a
Bachelors degree from Georgetown University and a Masters Degree in Business
Administration from Columbia University. William A. FinelliExecutive Managing Director and Chief Operating Officer, SSR Realty; Chief Financial Officer, Metric Realty Mr. Finelli, age 46, has been Executive Managing Director and Chief Operating
Officer of SSR Realty since July 2003 and Chief Financial Officer of Metric
Realty since 1997. Prior to July 2003, he was Managing Director, Chief
Financial Officer of SSR Realty or one of its predecessor companies since
August 1995. He is responsible for managing the activities of the accounting,
information technology, human resources, legal, investment analysis and
valuation areas of SSR Realty. Before he joined SSR Realty, Mr. Finelli served
from November 1983 as a financial executive of MBL. His last position with MBL
was Vice President  Real Estate Accounting. Prior to his years at MBL, Mr.
Finelli was with Ernst & Young, a public accounting firm. Mr. Finelli graduated
from Rutgers University with a Bachelors Degree in Accounting in 1979 and is a
Certified Public Accountant. John LombardoDirector, SSR Realty Mr. Lombardo, age 50, serves as a Director of SSR and as Managing Director and
Chief Financial Principal of State Street Research. He became a Director of
SSR in June 2003. Mr. Lombardo joined State Street Research in July 2001.
From 1976 to July 2001, he was Senior Vice President, Product and Financial
Management of Metropolitan Property and 25




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##### Table of Contents



Casualty Insurance Company, a property and casualty insurance company that is a
subsidiary of MetLife, Inc. Mr. Lombardo received a B.A. from Brown
University. Herman H. HowertonManaging Director and General Counsel, SSR Realty Mr. Howerton, age 60, has served as General Counsel of SSR Realty or its
predecessor companies since 1988. From 1984 to 1988, he was employed by Fox
Capital Management Corporation (FCMC) in various legal positions. He was
employed by Cushman & Wakefield in commercial leasing from 1983 to 1984. Prior
to that, from 1972 to 1982, Mr. Howerton held various positions with Itel
Corporation, including those of Vice President-Administration and Vice
President, General Counsel and Secretary. He received a Bachelor of Arts
Degree from California State University at Fresno in 1965 and a Juris Doctorate
Degree from Harvard Law School in 1968. He is a member of the State Bar of
California. There are no family relationships between the Partnerships directors or
executive officers. (b) Code of Ethics SSR Realty, , the Managing Partner of the Managing General Partner of the
Partnership, has adopted a Code of Ethics that applies to the Chief Executive
Officer and Chief Financial Officer of the Managing General Partner. This Code
of Ethics includes written standards intended to deter wrongdoing and to
promote (i) honest and ethical conduct, (ii) compliance with applicable
governmental laws, rules and regulations and (iii) accountability for adherence
to the Code. SSR Realty intends to revise its Code of Ethics to require expressly (i) full,
fair accurate, timely and understandable disclosure in reports and documents it
files on behalf of the Partnership with the SEC or in other public
communication on behalf of the Partnership and (ii) the prompt internal
reporting of violations of the Code. (c) Audit Committee Financial Expert As noted above, the Partnership has no executive officers or directors. SSR
Realty, the managing partner of the Managing General Partner, manages the
affairs and has general responsibility for the Partnership. As a result, the
Partnership does not have an audit committee and must look to the Directors of
SSR Realty, as fulfilling the role of the Partnerships audit committee. The
members of such audit committee have determined that the Partnership has at
least one audit committee financial expert serving on its audit committee.
William A. Finelli fulfills this role. As Mr. Finelli is employed by SSR
Realty, the Managing Partner of the Managing General Partner of the
Partnership, he is not independent as such term is used in Item 7(d)(3)(iv) of
Schedule 14A as promulgated by the Securities and Exchange Commission 
 Item 11. Executive Compensation. The Partnership does not pay or employ any directors or officers. Compensation
to the directors and officers of SSR Realty, the managing partner of Metric
Realty (the managing general partner of the Partnership), is paid by SSR Realty
or its affiliates and is not related to the results of the Partnership. The Partnership has not established any plans pursuant to which plan or
non-plan compensation has been paid or distributed during the last fiscal year
or is proposed to be paid or distributed in the future, nor has the Partnership
issued or established any options or rights relating to the acquisition of its
securities or any plan relating to such options or rights. However, included
in the expense reimbursements made to the managing general partner or
affiliates by the Partnership is an allocation for a portion of the
compensation paid to personnel rendering asset management services to the
Partnership 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. As of March 1, 2004, based on a review of filings made with the SEC with
respect to the Partnership, no person or group of related persons is known to
the Partnership to be the beneficial owner of more than five percent of the
voting securities of the Partnership. Neither the Partnerships Managing
General Partner nor affiliates of the Partnerships Managing General Partner
have contributed capital to the Partnership. 26




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##### Table of Contents



The Partnership is a limited partnership and has no officers or directors. The
Managing General Partner has discretionary control over most of the decisions
made by or for the Partnership in accordance with the terms of the Partnership
Agreement. Each of the directors and officers of the managing partner of the
Partnerships Managing General Partner, and all of these individuals as a
group, own less than one percent of the Partnerships voting securities. There are no arrangements known to the Partnership, the operations of which
may, at a subsequent date, result in a change in control of the Partnership. There are no equity compensation plans in existence for the Partnership. 
 Item 13. Certain Relationships and Related Transactions. None; except that the Partnership in 2002 and 2003 paid and in 2004 will pay
expense reimbursements to Metric Realty for services provided to the
Partnership. See the Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, which is incorporated by reference herein, and Note 2
to the Financial Statements in Item 8. All of the individuals listed in Item
10 above are officers and employees of and receive compensation from SSR Realty
or an affiliate. 
 Item 14. Principal Accountant Fees and Services. Independent Auditor Fee Information Audit Fees Fees for audit services were $7,665 in 2003 and $7,300 in 2002. These fees were
associated with the annual audit and the reviews of the Partnerships quarterly
reports on Form 10-Q. Tax Fees Fees for tax compliance services were $7,500 in 2003 and $8,100 in 2002. Disclosure of Pre-Approval Procedures Metric Realty is the Partnerships Managing General Partner. The Chief
Financial Officer of Metric Realty, acting on behalf of the Board of Directors
of SSR Realty, the managing partner of Metric Realty, approved the appointment
of the independent auditor and its fees, including tax fees, for 2003. In March
2004, the Board of Directors ratified such approval by the Chief Financial
Officer and established a pre-approval policy requiring the prior approval by
the Board of the retention of an independent accountant to provide auditing and
tax services for 2004 and subsequent periods. The independent auditor has full
access to the senior management of Metric Realty. 
 PART IV 
 Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.  (a)
    
    1., 2. and 3. See Item 8 of Form 10-K for Financial Statements for the
Partnership, Notes thereto, and Financial Statement Schedules. (A table
of contents to Financial Statements and Financial Statement Schedules is
included in Item 8 and incorporated herein by reference.)(b)
    
    No reports on Form 8-K were filed during the last quarter of the
period covered by this Report.(c)
    
    List of Exhibits (numbered in accordance with Item 601 of
Regulation S-K):  3.1
    
    Amended and Restated Limited Partnership Agreement of the
Partnership. Incorporated by reference to Post-Effective Amendment
No. 3 to the Partnerships Form S-11 Registration Statement filed
with the Commission on July 14, 1989. 27




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##### Table of Contents



4.1
    
    Assignment Agreement among the Partnership, Metric Realty and
Metric Assignor, Inc. on behalf of all holders of limited
partnership assignee Units. Incorporated by reference to
Post-Effective Amendment No. 3 to the Partnerships Form S-11
Registration Statement filed with the Commission on July 14, 1989.14.1
    
    Code of Ethics of SSR Realty Advisors, Inc.31.1
    
    Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of CEO and CFO pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. 28




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. REGISTRANTMETRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
a California Limited PartnershipBy:
    
    Metric Realty,
an Illinois general partnership,
its Managing General PartnerBy:
    
    /s/ Fred LieblichFred LieblichChief Executive Officer
Metric RealtyDate:
    
    March 19, 2004
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated. By:
    
    /s/ Fred Lieblich
    
    By:
    
    /s/ Richard S. DavisFred Lieblich
Director, SSR Realty Advisors, Inc. andChief Executive Officer, Metric Realty
(Chief Executive Officer)
    
    
    
    Richard S. DavisChairman of the Board, SSR Realty Advisors, Inc.By:
    
    /s/ William A. Finelli
    
    By:
    
    /s/ John LombardoWilliam A. FinelliDirector, SSR Realty Advisors, Inc.
and Chief Financial Officer, Metric Realty
(Chief Financial and Accounting Officer)
    
    
    
    John LombardoDirector, SSR Realty Advisors, Inc.Date:
    
    March 19, 2004
 29