-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JaP3/BPV3ZEKPWxl2xnAU8XfM+lgDG03STJn6Pb1xZebqpc6QpLlESft5SYJlExd Uo6NfCuQQRwmLW+cDnCIfw== 0000931755-98-000011.txt : 19980622 0000931755-98-000011.hdr.sgml : 19980622 ACCESSION NUMBER: 0000931755-98-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980519 ITEM INFORMATION: FILED AS OF DATE: 19980619 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEI INCOME & GROWTH FUND XXI LTD PARTNERSHIP CENTRAL INDEX KEY: 0000931755 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 411789725 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-85076 FILM NUMBER: 98650832 BUSINESS ADDRESS: STREET 1: 1300 MINNESOTA WORLD TRADE CENTER STREET 2: 30 EAST SEVENTH ST CITY: ST PAUL STATE: MN ZIP: 55101 BUSINESS PHONE: 6122277333 MAIL ADDRESS: STREET 1: 1300 MINNESOTA WORLD TRADE CENTER STREET 2: 30 EAST SEVENTH STREET CITY: ST PAUL STATE: MN ZIP: 55101 8-K 1 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) May 19, 1998 AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in its Charter) State of Minnesota (State or other Jurisdiction of Incorporation or Organization) 33-85076C 41-1789725 (Commission File Number) (I.R.S. Employer Identification No.) 1300 Minnesota World Trade Center, St. Paul, Minnesota 55101 (Address of Principal Executive Offices) (612) 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 May 19, 1998, the Partnership purchased a newly constructed Champps Americana restaurant in Livonia, Michigan from Champps Americana, Inc. The total cash purchase price of the land and building was approximately $4,087,000. Champps Americana, Inc. is not affiliated with the Partnership. The cash, used in purchasing the property, was from the proceeds of sale of Limited Partnership Units. Item 7. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. Not Applicable. Property was newly constructed. (b) 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, 1997, the Partnership's Investments in Real Estate would have increased by $4,087,000 and its Current Assets (cash) would have decreased by approximately $4,087,000. The Total Income for the Partnership would have increased from $1,513,094 to $1,891,988 for the year ended December 31, 1997 and from $452,487 to $489,812 for three months ended March 31, 1998 if the Partnership had owned the property during the periods. Depreciation Expense would have increased by $134,354 and $33,588 for the year ended December 31, 1997 and the three months ended March 31, 1998, respectively. The net effect of these proforma adjustments would have caused Net Income to increase from $439,239 to $683,779 and from $428,911 to $432,648, which would have resulted in Net Income of $28.30 and $17.97 per Limited Partnership Unit outstanding for the year ended December 31, 1997 and the three months ended March 31, 1998, respectively. (c) Exhibits Exhibit 10.1 - Net Lease Agreement dated July 8, 1997 between the Partnership and Champps Americana, Inc. relating to the property at 19470 Haggerty Road, Livonia, Michigan (incorporated by reference to Exhibit 10.2 of Form 10-QSB filed with the Commission on August 5, 1997). Exhibit 10.2 - First Amendment to Net Lease Agreement dated May 19, 1998 between the Partnership and Champps Americana, Inc. relating to the property at 19470 Haggerty Road, Livonia, Michigan. 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 XXI LIMITED PARTNERSHIP By: AEI Fund Management XXI, Inc. Its: Managing General Partner Date: June 16, 1998 /s/ Mark E Larson By: Mark E. Larson Its Chief Financial Officer (Principal Accounting and Financial Officer) EX-10.2 2 FIRST AMENDMENT TO NET LEASE AGREEMENT THIS AMENDMENT TO NET LEASE AGREEMENT, made and entered into effective as of the 19th day of May, 1998, by and between AEI Income & Growth Fund XXI Limited Partnership (hereinafter, "Fund XXI"), ("Lessor"),whose principal business address is 1300 Minnesota World Trade Center, 30 East Seventh Street, St. Paul, Minnesota 55101 ("Lessor"), and Champps Americana, Inc., a Minnesota corporation ("Lessee"), whose principal business address is One Corporate Place, 55 Ferncroft Road, Danvers, Ma. 01923; WITNESSETH: WHEREAS, Lessor is the fee owner of a certain parcel of real property and improvements located at Livonia, Michigan, and legally described in Exhibit "A", which is attached hereto and incorporated herein by reference; and WHEREAS, Lessee has constructed the building and improvements (together the "Building") on the real property described in Exhibit "A", which Building is described in the plans and specifications heretofore submitted to Lessor; and WHEREAS, Lessee and Lessor have entered into that certain Net Lease Agreement dated July 8, 1997 (the "Lease") providing for the lease of said real property and Building (said real property and Building hereinafter referred to as the "Leased Premises"), from Lessor upon the terms and conditions therein provided in the Lease; NOW, THEREFORE, in consideration of the Rents, terms, covenants, conditions, and agreements hereinafter described to be paid, kept, and performed by Lessee, including the completion of the Building and other improvements constituting the Leased Premises, Lessee and Lessor do hereby agree to amend the Lease as follows: 1. Article 2(A) and (B) of the Lease shall henceforth read as follows: ARTICLE 2. TERM (A) The term of this Lease ("Term") shall be Twenty (20) consecutive "Lease Years", as hereinafter defined, commencing on July 8, 1997 ("Occupancy Date"), plus the period ending May 14, 1998, with the contemplated initial term hereof ending on May 31, 2018. (B) The first full Lease Year shall commence on the date of this First Amendment and continue through May 31, 1999. 2. Article 4(A) of the Lease shall henceforth read as follows: ARTICLE 4. RENT PAYMENTS (A) Annual Rent Payable for the first, second, and third Lease Years: Lessee shall pay to Lessor an annual Base Rent of $429,135, which amount shall be payable in advance on the first day of each month in equal monthly installments of $35,761.25 to Fund XXI. If the first day of the Lease Term is not the first day of a calendar month, then the monthly Rent payable for that partial month shall be a prorated portion of the equal monthly installment of Base Rent. 3. Article 35 is hereby deleted in its entirety; Lessor and Lessee agree that the referenced Development Financing Agreement is terminated in accordance with its terms. All other terms and conditions of the Lease shall remain in full force and effect. 4. Lessee has accepted delivery of the Leased Premises and has entered into occupancy thereof; 5. Lessee has fully inspected the Premises and found the same to be as required by the Lease, in good order and repair, and all conditions under the Lease to be performed by the Lessor have been satisfied; 6. As of this date, the Lessor is not in default under any of the terms, conditions, provisions or agreements of the Lease and the undersigned has no offsets, claims or defenses against the Lessor with respect to the Lease. 7. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, Lessor and Lessee have respectively signed and sealed this Lease as of the day and year first above written. LESSEE: CHAMPPS AMERICANA, INC. By:/s/ Donna Depoian Its: Asst. Secretary STATE OF Massachusetts) )SS. COUNTY OF Essex ) The foregoing instrument was acknowledged before me this 13th day of May, 1998, by Donna Depoian, as Asst. Secretary of Champps Americana, Inc. on behalf of said corporation. /s/ Jane K Blanchette Notary Public Remainder of page intentionally left blank LESSOR: AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP, a Minnesota limited partnership By: AEI FUND MANAGEMENT XXI, INC., a Minnesota corporation By: /s/ Robert P Johnson Robert P. Johnson, President STATE OF MINNESOTA ) )SS. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me the 19th day of May, 1998, by Robert P. Johnson, the President of AEI Fund Management XXI, Inc., a Minnesota corporation, corporate general partner of AEI Income & Growth Fund XXI Limited Partnership, on behalf of said limited partnership. /s/ Michael B Daugherty Notary Public [notary seal] Exhibit A City of Livonia, County of Wayne, State of Michigan, Unit 3, Pentagon Centre Condominium, according to the Master Deed of record, Wayne County Records, as amended. -----END PRIVACY-ENHANCED MESSAGE-----