-----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, Dae+4/HEStORH/JSIcCY6tMzZJiMEBtb4m44AbdbqBWBowQu2I0E9ugciUnyFz5B +xhgBcgSKoVV+6btFJVhkg== 0000931755-03-000006.txt : 20030611 0000931755-03-000006.hdr.sgml : 20030611 20030611110437 ACCESSION NUMBER: 0000931755-03-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030528 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 20030611 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: 1934 Act SEC FILE NUMBER: 033-85076 FILM NUMBER: 03739988 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 k8-12jc.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) May 28, 2003 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) _______0-29274_______ _____41-1789725_____ (Commission File Number) (I.R.S. Employer Identification No.) _____1300 Wells Fargo Place, 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 May 28, 2003, the Partnership purchased a newly constructed Johnny Carino's restaurant in Farmington, New Mexico from SFG Farmington I Limited Partnership. The total cash purchase price of the land and building was approximately $2,200,000. SFG Farmington I Limited Partnership 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. Property was newly constructed. (b)On May 28, 2003, the Partnership purchased the property for $2,200,000. 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 $2,200,000 and its Current Assets (cash) would have decreased by $2,200,000. The Total Income for the Partnership would have increased from $1,660,149 to $1,875,955 for the year ended December 31, 2002 and from $431,442 to $452,433 for the three months ended March 31, 2003 if the Partnership had owned the property during the periods. Depreciation Expense would have increased by $70,838 and $17,709 for the year ended December 31, 2002 and the three months ended March 31, 2003, respectively. The net effect of these proforma adjustments would have caused Net Income to increase from $2,469,538 to $2,614,506 and from $248,741 to $252,023, which would have resulted in Net Income of $111.66 and $10.84 per Limited Partnership Unit outstanding for the year ended December 31, 2002 and the three months ended March 31, 2002, respectively. (c)Exhibits Exhibit 10.1 - Net Lease Agreement dated October 31, 2002 between the Partnership and SFG Farmington I Limited Partnership relating to the property at 3500 East Main Street, Farmington, New Mexico (incorporated by reference to Exhibit 10.2 of Form 10-QSB filed November 1, 2002). Exhibit 10.2 - First Amendment to Net Lease Agreement dated May 28, 2003 between the Partnership and SFG Farmington I Limited Partnership relating to the property at 3500 East Main Street, Farmington, New Mexico. 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 2, 2003 /s/ Patrick W. Keene By: Patrick W. Keene Its: Chief Financial Officer EX-1 4 amnd1st.txt FIRST AMENDMENT TO NET LEASE AGREEMENT THIS AMENDMENT TO NET LEASE AGREEMENT, made and entered into effective as of the 28 day of April, 2003 by and between AEI Income & Growth Fund XXI Limited Partnership ("Fund XXI"), whose corporate general partner is AEI Fund Management XXI, Inc., whose address is 1300 Wells Fargo Place, 30 East Seventh Street, St. Paul, Minnesota 55101 ("Lessor")(fax #651 227 7705), and SFG Farmington-I Limited Partnership, a Texas limited partnership, whose address is 6001 Indian School NE, Suite 320, Albuquerque, NM 87110 ("Lessee") (fax # 505 881 9700); WITNESSETH: WHEREAS, Lessor is the fee owner of a certain parcel of real property and improvements located at Farmington, New Mexico, and legally described in Exhibit "A", which is attached hereto and incorporated herein by reference and shall substitute for the Exhibit A heretofore attached to the Lease (as defined below); 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 October 31, 2002 (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 the period commencing October 31, 2002 ("Occupancy Date") through the effective date hereof, plus twenty (20) consecutive "Lease Years", as hereinafter defined, commencing on the effective date hereof, with the contemplated initial term hereof ending on May 31, 2023. . (B) The first full Lease Year shall commence on the date of this First Amendment and continue through May 31, 2004. Each Lease Year after the first Lease Year shall be a successive period of twelve (l2) calendar months. 2. Article 4(A) of the Lease shall henceforth read as follows: ARTICLE 4. RENT PAYMENTS (A) Annual Rent Payable for the first Lease Year: Lessee shall pay to Lessor an annual Base Rent of $231,000, which amount shall be payable in advance on the first day of each month in equal monthly installments of $19,250 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. Lessee has accepted delivery of the Leased Premises and has entered into occupancy thereof; 4. 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; 5. 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. 6. Exhibit B to the Lease shall be as attached hereto. 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: SFG FARMINGTON-I LIMITED PARTNERSHIP By: SFG FNM GP-1, Inc. By: /s/ Mark G. Day Mark G. Day [Print Name] Its: President LESSOR: AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP By: AEI FUND MANAGEMENT XXI, INC., a Minnesota corporation Its corporate general partner By: /s/ Robert P. Johnson Robert P. Johnson, President -----END PRIVACY-ENHANCED MESSAGE-----