Exhibit (a)(5)
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Xxxxxxx X. Xxxxxx (the "Purchaser") is offering (the "Offer") to purchase
30,000 units of limited partnership assignee interests ("Units") in Metric
Partners Growth Suite Investors LP (the "Subject Company") for a purchase price
of $86 per Unit in cash, plus a release of certain litigation claims. The Offer
and withdrawal rights will expire on June 27, 2003 (the "Expiration Date").
Offer materials will be mailed to record holders, beneficial holders,
brokers, banks and similar persons whose name appears on the list of Unit
holders of the Subject Company ("Limited Partners"), a list obtained from the
Subject Company. You may obtain a copy of the tender offer materials with
respect to the Offer by calling X.X. Xxxx & Co., Inc., 00 Xxxx Xx., XX, XX
00000, the information agent for the Offer, at 000-000-0000. The Purchaser
intends to establish control of the Subject Company. The general partner of the
Subject Company has not approved or disapproved of the Offer.
If more than 30,000 Units are validly tendered and not withdrawn, Purchaser
will accept up to 30,000 Units, on a pro rata basis. If Xxxxxxxxx decides to
extend the Offer, Purchaser will promptly send each Limited Partner notification
of that fact. For Units to be validly tendered pursuant to the Offer, a properly
completed and duly executed Agreement of Sale must be received by Purchaser. A
cash payment for Units will be made within 10 business days following the
Expiration Date and the satisfaction of all conditions of the Offer, as long as
the Purchaser has received a properly completed and duly executed Agreement of
Sale, unless, however, the current general partners contest their removal, in
which case payment will be made after a final judicial determination that Xxxxxx
is the general partner. Units tendered pursuant to the Offer can be withdrawn at
any time until the expiration of seven days after the date of the Offer, or May
21, 2003, and at any time after sixty days from the date of the Offer, or July
13, 2003, and at any time after the expiration date until Units are accepted for
payment. In the event that the Offer is extended beyond the Expiration Date, the
Units tendered may be withdrawn at any time up to the date that the Offer, as
extended, expires. For a withdrawal to be effective, a signed, written or
facsimile transmission notice of withdrawal must be timely received by
Purchaser.
The most significant conditions to the offer are: the tender of at least
30,000 Units; the settlement of all outstanding litigation against the
Partnership; amendment of the partnership agreement to allow the transfer of
more than 5% of the Units in a year; and, the election of Xxxxxx as general
partner of the Partnership in connection with the resignation or removal of the
current general partners.
The information required by Exchange Act Rule 14d-6(d)(1) is contained in
the Offer to Purchase with respect to the Offer and is incorporated by reference
into this summary advertisement. The complete terms and conditions of this Offer
are set forth in the Offer to Purchase and related agreement of sale, which are
being filed today with the Securities and Exchange Commission and mailed to
Limited Partners. This advertisement is not an offer to purchase nor a
solicitation of an offer to sell Units.
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