8-K 1 grdn8k22.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) August 27,2003 AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in its Charter) State of Minnesota (State or other Jurisdiction of Incorporation or Organization) 24003 41-1848181 (Commission File Number) (I.R.S. Employer Identification No.) 30 East 7th Street, Suite 1300, St. Paul, Minnesota 55101 (Address of Principal Executive Offices) (651) 227-7333 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. On August 27, 2003, the Partnership purchased a 32% interest in a Garden Ridge retail store in The Woodlands, Texas from Cypress/GR Woodlands I, L.P. The total cash purchase price of the land and building was approximately $8,200,000. The remaining interests in the property were purchased by AEI Real Estate Fund XV Limited Partnership, AEI Real Estate Fund XVIII Limited Partnership and AEI Income & Growth Fund 24 LLC, affiliates of the Partnership. Cypress/GR Woodlands I, L.P. is not affiliated with the Partnership. The cash, used in purchasing the property, was from the proceeds of sale of properties. Item 7. Financial Statements and Exhibits. (a)Financial statements of businesses acquired - Not Applicable. (b)On August 27, 2003, the Partnership purchased its 32% interest in the property for $2,624,000. The property was acquired with cash which was provided from proceeds of sale of properties. A limited number of proforma adjustments are required to illustrate the effects of the transaction on the balance sheet and income statement. The following narrative description is furnished in lieu of the proforma statements: Assuming the Partnership had acquired the property on January 1, 2002, the Partnership's Investments in Real Estate would have increased by $2,624,000 and its Current Assets (cash) would have decreased by $2,624,000. The Rental Income for the Partnership would have increased from $1,168,020 to $1,469,631 for the year ended December 31, 2002 and from $427,597 to $578,403 for the six months ended June 30, 2003 if the Partnership had owned the property during the periods. Depreciation Expense would have increased by $73,778 and $36,889 for the year ended December 31, 2002 and the six months ended June 30, 2003, respectively. The net effect of these proforma adjustments would have caused Net Income to increase from $1,065,874 to $1,293,707 and from $1,335,116 to $1,449,033, which would have resulted in Net Income of $76.13 and $86.65 per Limited Partnership Unit outstanding for the year ended December 31, 2002 and the six months ended June 30, 2003, respectively. (c)Exhibits Exhibit 10.1 - Assignment of Purchase Agreement dated August 19, 2003 between the Partnership and AEI Fund Management, Inc. relating to the Property at 16778 I-45 South, The Woodlands, Texas. Exhibit 10.2 - Assignment of Lease, Indemnity and Assumption Agreement dated August 27, 2003 between the Partnership, AEI Real Estate Fund XV Limited Partnership, AEI Real Estate Fund XVIII Limited Partnership, AEI Income & Growth Fund 24 LLC and Cypress/GR Woodlands I, L.P. Relating to the Property at 16778 I-45 South, The Woodlands, Texas. SIGNATURES 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 hereunto duly authorized. AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP By: AEI Fund Management XXI,Inc. Its: Managing General Partner Date: September 6, 2003 /s/ Patrick W Keene By: Patrick W. Keene Its: Chief Financial Officer