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