8-K 1 jrd8khan.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) February 9, 2004 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.) 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 February 9, 2004, the Partnership purchased a 50% interest in a Jared Jewelry store in Hanover, Maryland from Transmills, LLC. The total cash purchase price of the land and building was approximately $3,927,600. The remaining interest in the property was purchased by AEI Net Lease Income & Growth Fund XX Limited Partnership, an affiliate of the Partnership. Transmills, LLC 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 February 9, 2004, the Partnership purchased its 50% interest in the property for $1,963,800. 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 $1,963,800 and its Current Assets (cash) would have decreased by $1,963,800. The Rental Income for the Partnership would have increased from $1,591,244 to $1,745,214 for the year ended December 31, 2002 and from $1,078,111 to $1,193,588 for the nine months ended September 30, 2003 if the Partnership had owned the property during the periods. Depreciation Expense would have increased by $39,002 and $29,251 for the year ended December 31, 2002 and the nine months ended September 30, 2003, respectively. The net effect of these proforma adjustments would have caused Net Income to increase from $2,469,538 to $2,584,506 and from $1,768,415 to $1,854,641, which would have resulted in Net Income of $110.37 and $79.74 per Limited Partnership Unit outstanding for the year ended December 31, 2002 and the nine months ended September 30, 2003, respectively. (c) Exhibits Exhibit 10.1 - Assignment of Purchase Agreement dated January 2, 2004 between the Partnership, AEI Net Lease Income & Growth Fund XX Limited Partnership and AEI Fund Management, Inc. relating to the Property at 7684 Arundel Mills, Hanover, Maryland. Exhibit 10.2 - Assignment and Assumption of Lease dated February 9, 2004 between the Partnership, AEI Net Lease Income & Growth Fund XX Limited Partnership and Transmills, LLC relating to the Property at 7684 Arundel Mills, Hanover, Maryland. 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: February 17, 2004 /s/ Patrick W Keene By: Patrick W. Keene Its: Chief Financial Officer