SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Quarter Ended: September 30, 2000 Commission file number: 0-17467 AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP (Exact Name of Small Business Issuer as Specified in its Charter) State of Minnesota 41-1603719 (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1300 Minnesota World Trade Center, St. Paul, Minnesota 55101 (Address of Principal Executive Offices) (651) 227-7333 (Issuer's telephone number) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No Transitional Small Business Disclosure Format: Yes No [X] AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP INDEX PART I. Financial Information Item 1. Balance Sheet as of September 30, 2000 and December 31, 1999 Statements for the Periods ended September 30, 2000 and 1999: Income Cash Flows Changes in Partners' Capital Notes to Financial Statements Item 2. Management's Discussion and Analysis PART II. Other Information Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP BALANCE SHEET SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 (Unaudited) ASSETS 2000 1999 CURRENT ASSETS: Cash and Cash Equivalents $ 1,376,431 $ 785,486 Receivables 21,417 0 ----------- ----------- Total Current Assets 1,397,848 785,486 ----------- ----------- INVESTMENTS IN REAL ESTATE: Land 4,606,124 4,482,806 Buildings and Equipment 10,044,373 10,389,784 Construction in Progress 40,253 0 Accumulated Depreciation (3,236,567) (3,004,630) ----------- ----------- 11,454,183 11,867,960 Real Estate Held for Sale 174,644 753,296 ----------- ----------- Net Investments in Real Estate 11,628,827 12,621,256 ----------- ----------- Total Assets $13,026,675 $13,406,742 =========== =========== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Payable to AEI Fund Management, Inc. $ 51,958 $ 40,494 Distributions Payable 290,405 268,512 Unearned Rent 50,518 0 ----------- ----------- Total Current Liabilities 392,881 309,006 ----------- ----------- PARTNERS' CAPITAL (DEFICIT): General Partners (75,074) (70,434) Limited Partners, $1,000 Unit value; 30,000 Units authorized; 23,389 Units issued; 21,060 and 21,658 Units outstanding in 2000 and 1999, respectively 12,708,868 13,168,170 ----------- ----------- Total Partners' Capital 12,633,794 13,097,736 ----------- ----------- Total Liabilities and Partners' Capital $13,026,675 $13,406,742 =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement. AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP STATEMENT OF INCOME FOR THE PERIODS ENDED SEPTEMBER 30 (Unaudited) Three Months Ended Nine Months Ended 9/30/00 9/30/99 9/30/00 9/30/99 INCOME: Rent $ 441,010 $ 449,071 $1,345,943 $1,344,422 Investment Income 13,028 2,084 29,750 9,171 --------- --------- ---------- ---------- Total Income 454,038 451,155 1,375,693 1,353,593 --------- --------- ---------- ---------- EXPENSES: Partnership Administration - Affiliates 77,560 61,525 213,856 194,788 Partnership Administration and Property Management - Unrelated Parties 6,286 7,742 47,190 29,635 Depreciation 83,538 101,425 256,986 304,691 --------- --------- ---------- ---------- Total Expenses 167,384 170,692 518,032 529,114 --------- --------- ---------- ---------- OPERATING INCOME 286,654 280,463 857,661 824,479 GAIN ON SALE OF REAL ESTATE 91,119 0 91,119 0 --------- --------- ---------- ---------- NET INCOME $ 377,773 $ 280,463 $ 948,780 $ 824,479 ========= ========= ========== ========== NET INCOME ALLOCATED: General Partners $ 3,778 $ 2,805 $ 9,487 $ 8,245 Limited Partners 373,995 277,658 939,293 816,234 --------- --------- ---------- ---------- $ 377,773 $ 280,463 $ 948,780 $ 824,479 ========= ========= ========== ========== NET INCOME PER LIMITED PARTNERSHIP UNIT (21,060, 21,658, 21,342 and 21,850, weighted average Units outstanding for the periods, respectively) $ 17.76 $ 12.82 $ 44.01 $ 37.36 ========= ========= ========== ========== The accompanying Notes to Financial Statements are an integral part of this statement. AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED SEPTEMBER 30 (Unaudited) 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 948,780 $ 824,479 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation 256,986 304,691 Gain on Sale of Real Estate (91,119) 0 (Increase) Decrease in Receivables (21,417) 8,989 Increase (Decrease) in Payable to AEI Fund Management, Inc. 11,464 (8,990) Increase in Unearned Rent 50,518 49,364 ----------- ----------- Total Adjustments 206,432 354,054 ----------- ----------- Net Cash Provided By Operating Activities 1,155,212 1,178,533 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Investments in Real Estate (261,264) (124,258) Proceeds from Sale of Real Estate 1,087,826 0 ----------- ----------- Net Cash Provided By (Used For) Investing Activities 826,562 (124,258) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase (Decrease) in Distributions Payable 21,893 (40,586) Distributions to Partners (938,841) (721,443) Redemption Payments (473,881) (226,610) ----------- ----------- Net Cash Used For Financing Activities (1,390,829) (988,639) ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 590,945 65,636 CASH AND CASH EQUIVALENTS, beginning of period 785,486 280,625 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 1,376,431 $ 346,261 =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement. AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE PERIODS ENDED SEPTEMBER 30 (Unaudited) Limited Partnership General Limited Units Partners Partners Total Outstanding BALANCE, December 31, 1998 $(68,591) $13,350,706 $13,282,115 21,947.89 Distributions (7,214) (714,229) (721,443) Redemption Payments (2,266) (224,344) (226,610) (290.00) Net Income 8,245 816,234 824,479 -------- ----------- ----------- ---------- BALANCE, September 30, 1999 $(69,826) $13,228,367 $13,158,541 21,657.89 ======== =========== =========== ========== BALANCE, December 31, 1999 $(70,434) $13,168,170 $13,097,736 21,657.89 Distributions (9,388) (929,453) (938,841) Redemption Payments (4,739) (469,142) (473,881) 598.33 Net Income 9,487 939,293 948,780 -------- ----------- ----------- ---------- BALANCE, September 30, 2000 $(75,074) $12,708,868 $12,633,794 21,059.56 ======== =========== =========== ========== The accompanying Notes to Financial Statements are an integral part of this statement. AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) (1) The condensed statements included herein have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited statements. The adjustments made to these condensed statements consist only of normal recurring adjustments. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the Partnership's latest annual report on Form 10-KSB. (2) Organization - AEI Real Estate Fund XVII Limited Partnership (Partnership) was formed to acquire and lease commercial properties to operating tenants. The Partnership's operations are managed by AEI Fund Management XVII, Inc. (AFM), the Managing General Partner. Robert P. Johnson, the President and sole shareholder of AFM, serves as the Individual General Partner and an affiliate of AFM, AEI Fund Management, Inc. (AEI), performs the administrative and operating functions for the Partnership. The terms of the Partnership offering call for a subscription price of $1,000 per Limited Partnership Unit, payable on acceptance of the offer. The Partnership commenced operations on February 10, 1988 when minimum subscriptions of 2,000 Limited Partnership Units ($2,000,000) were accepted. The offering terminated on November 1, 1988 when the one-year offering period expired. The Partnership received subscriptions for 23,388.7 Limited Partnership Units ($23,388,700). Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $23,388,700 and $1,000, respectively. During operations, any Net Cash Flow, as defined, which the General Partners determine to distribute will be distributed 90% to the Limited Partners and 10% to the General Partners; provided, however, that such distributions to the General Partners will be subordinated to the Limited Partners first receiving an annual, noncumulative distribution of Net Cash Flow equal to 10% of their Adjusted Capital Contribution, as defined, and, provided further, that in no event will the General Partners receive less than 1% of such Net Cash Flow per annum. Distributions to Limited Partners will be made pro rata by Units. AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) (2) Organization - (Continued) Any Net Proceeds of Sale, as defined, from the sale or financing of properties which the General Partners determine to distribute will, after provisions for debts and reserves, be paid in the following manner: (i) first, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to: (a) their Adjusted Capital Contribution plus (b) an amount equal to 6% of their Adjusted Capital Contribution per annum, cumulative but not compounded, to the extent not previously distributed from Net Cash Flow; (ii) next, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to 14% of their Adjusted Capital Contribution per annum, cumulative but not compounded, to the extent not previously distributed; (iii) next, to the General Partners until cumulative distributions to the General Partners under Items (ii) and (iii) equal 15% of cumulative distributions to all Partners under Items (ii) and (iii). Any remaining balance will be distributed 85% to the Limited Partners and 15% to the General Partners. Distributions to the Limited Partners will be made pro rata by Units. For tax purposes, profits from operations, other than profits attributable to the sale, exchange, financing, refinancing or other disposition of property, will be allocated first in the same ratio in which, and to the extent, Net Cash Flow is distributed to the Partners for such year. Any additional profits will be allocated 90% to the Limited Partners and 10% to the General Partners. In the event no Net Cash Flow is distributed to the Limited Partners, 90% of each item of income, gain or credit for each respective year shall be allocated to the Limited Partners, and 10% of each such item shall be allocated to the General Partners. Net losses from operations will be allocated 98% to the Limited Partners and 2% to the General Partners. For tax purposes, profits arising from the sale, financing, or other disposition of property will be allocated in accordance with the Partnership Agreement as follows: (i) first, to those Partners with deficit balances in their capital accounts in an amount equal to the sum of such deficit balances; (ii) second, 99% to the Limited Partners and 1% to the General Partners until the aggregate balance in the Limited Partners' capital accounts equals the sum of the Limited Partners' Adjusted Capital Contributions plus an amount equal to 14% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously allocated; (iii) third, to the General Partners until cumulative allocations to the General Partners equal 15% of cumulative allocations. Any remaining balance will be allocated 85% to the Limited Partners and 15% to the General Partners. Losses will be allocated 98% to the Limited Partners and 2% to the General Partners. The General Partners are not required to currently fund a deficit capital balance. Upon liquidation of the Partnership or withdrawal by a General Partner, the General Partners will contribute to the Partnership an amount equal to the lesser of the deficit balances in their capital accounts or 1% of total Limited Partners' and General Partners' capital contributions. AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) (3) Investments in Real Estate - In January, 2000, Texas Sports City Cafe, Ltd. (Texas), the lessee of the Sports City Cafe, notified the Partnership that they were discontinuing the restaurant operations. The Partnership began negotiating to sell the property for $900,000 to an unrelated third party, who assumed the restaurant operations from Texas. The Partnership's share of the gross sale proceeds was $585,000. In the fourth quarter of 1999, a charge to operations of $125,000 was recognized for real estate impairment, which was the difference between the book value at December 31, 1999 of $703,652 and the estimated net proceeds from the sale. The charge was recorded against the cost of the building. The land and building were classified as Real Estate Held for Sale. On July 28, 2000, the sale closed with the Partnership receiving net sale proceeds of $579,215, which resulted in a net gain of $563. At the time of sale, the cost and related accumulated depreciation was $831,343 and $252,691, respectively. On August 28, 1998, the Partnership purchased a 14% interest in a parcel of land in Centerville, Ohio for $259,139. The land is leased to Americana Dining Corporation (ADC) under a Lease Agreement with a primary term of 20 years and annual rental payments of $18,140. Effective December 25, 1998, the annual rent was increased to $27,209. Simultaneously with the purchase of the land, the Partnership entered into a Development Financing Agreement under which the Partnership advanced funds to ADC for the construction of a Champps Americana restaurant on the site. Initially, the Partnership charged interest on the advances at a rate of 7.0%. Effective December 25, 1998, the interest rate was increased to 10.5%. On January 27, 1999, after the development was completed, the Lease Agreement was amended to require annual rental payments of $56,764. The Partnership's share of the total purchase price, including the cost of the land, was $551,677. The remaining interests in the property are owned by AEI Real Estate Fund XVIII Limited Partnership, AEI Income & Growth Fund XXI Limited Partnership and AEI Income & Growth Fund XXII Limited Partnership, affiliates of the Partnership. On May 8, 2000, the Partnership purchased a 17% interest in a parcel of land in Austin, Texas for $231,200. The land is leased to Razzoo's, Inc. (RI) under a Lease Agreement with a primary term of 15 years and annual rental payments of $19,652. Simultaneously with the purchase of the land, the Partnership entered into a Development Financing Agreement under which the Partnership will advance funds to RI for the construction of a Razzoo's restaurant on the site. Through September 30, 2000, the Partnership had advanced $40,253 for the construction of the property and was charging interest on the advances at a rate of 8.5%. The Partnership's share of the total purchase price, including the cost of the land, will be approximately $583,100. After the construction is complete, the Lease Agreement will be amended to require annual rental payments of approximately $57,000. The remaining interests in the property are owned by AEI Real Estate Fund XV Limited Partnership, AEI Net Lease Income & Growth Fund XIX Limited Partnership, and AEI Income & Growth Fund XXII Limited Partnership, affiliates of the Partnership. AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) (3) Investments in Real Estate - (Continued) In the fourth quarter of 1999, the Partnership sold 13.5573% of its interest in the Timber Lodge Steakhouse in St. Cloud, Minnesota, in two separate transactions to unrelated third parties. The Partnership received total net sale proceeds of $258,624, which resulted in a total net gain of $53,582. The total cost and related accumulated depreciation of the interests sold was $217,264 and $12,222, respectively. In the third quarter of 2000, the Partnership sold 23.1898% of the Timber Lodge Steakhouse in Rochester, Minnesota in two separate transactions to unrelated third parties. The Partnership received total net sale proceeds of $508,611 which resulted in a total net gain of $90,556. The total cost and related accumulated depreciation of the interest sold was $443,103 and $25,048, respectively. On October 6, 2000, the Partnership sold an additional 15.2418% of its interest in the Timber Lodge Steakhouse in St. Cloud, Minnesota to an unrelated third party. The Partnership received net sale proceeds of approximately $289,000, which resulted in a net gain of approximately $64,000. The majority of the net sales proceeds will be reinvested in additional property in the future. (4) Payable to AEI Fund Management - AEI Fund Management, Inc. performs the administrative and operating functions for the Partnership. The payable to AEI Fund Management represents the balance due for those services. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business. ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS Results of Operations For the nine months ended September 30, 2000 and 1999, the Partnership recognized rental income of $1,345,943 and $1,344,422, respectively. During the same periods, the Partnership earned investment income of $29,750 and $9,171, respectively. In 2000, rental income increased as a result of additional rent received from two property acquisitions in 1999 and 2000 and rent increases on ten properties. These increases in rental income were partially offset by a decrease in rental income due to the property sales discussed below. In 2000, additional investment income was earned on the net proceeds from property sales. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) In January, 2000, Texas Sports City Cafe, Ltd. (Texas), the lessee of the Sports City Cafe, notified the Partnership that they were discontinuing the restaurant operations. The Partnership began negotiating to sell the property for $900,000 to an unrelated third party, who assumed the restaurant operations from Texas. The Partnership's share of the gross sale proceeds was $585,000. In the fourth quarter of 1999, a charge to operations of $125,000 was recognized for real estate impairment, which was the difference between the book value at December 31, 1999 of $703,652 and the estimated net proceeds from the sale. The charge was recorded against the cost of the building. The land and building were classified as Real Estate Held for Sale. On July 28, 2000, the sale closed with the Partnership receiving net sale proceeds of $579,215, which resulted in a net gain of $563. At the time of sale, the cost and related accumulated depreciation was $831,343 and $252,691, respectively. During the nine months ended September 30, 2000 and 1999, the Partnership paid Partnership administration expenses to affiliated parties of $213,856 and $194,788, respectively. These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and correspondence to the Limited Partners. During the same periods, the Partnership incurred Partnership administration and property management expenses from unrelated parties of $47,190 and $29,635, respectively. These expenses represent direct payments to third parties for legal and filing fees, direct administrative costs, outside audit and accounting costs, taxes, insurance and other property costs. As of September 30, 2000, the Partnership's annualized cash distribution rate was 7%, based on the Adjusted Capital Contribution. Distributions of Net Cash Flow to the General Partners were subordinated to the Limited Partners as required in the Partnership Agreement. As a result, 99% of distributions and income were allocated to Limited Partners and 1% to the General Partners. Inflation has had a minimal effect on income from operations. It is expected that increases in sales volumes of the tenants, due to inflation and real sales growth, will result in an increase in rental income over the term of the leases. Inflation also may cause the Partnership's real estate to appreciate in value. However, inflation and changing prices may also have an adverse impact on the operating margins of the properties' tenants which could impair their ability to pay rent and subsequently reduce the Partnership's Net Cash Flow available for distributions. Liquidity and Capital Resources During the nine months ended September 30, 2000, the Partnership's cash balances increased $590,945 mainly as a result of cash generated from the sale of property, which was partially offset by cash used to purchase additional property and distributions made in excess of cash generated from operating activities. Net cash provided by operating activities decreased from $1,178,533 in 1999 to $1,155,212 in 2000 due to an increase in expenses in 2000 and net timing differences in the collection of payments from the lessees and the payment of expenses, which were partially offset by an increase in income in 2000. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) The major components of the Partnership's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. During the nine months ended September 30, 2000 and 1999, the Partnership generated cash flow from the sale of real estate of $1,087,826 and $-0-, respectively. During the same periods, the Partnership expended $261,264 and $124,258, respectively, to invest in real properties (inclusive of acquisition expenses) as the Partnership reinvested the cash generated from property sales. On August 28, 1998, the Partnership purchased a 14% interest in a parcel of land in Centerville, Ohio for $259,139. The land is leased to Americana Dining Corporation (ADC) under a Lease Agreement with a primary term of 20 years and annual rental payments of $18,140. Effective December 25, 1998, the annual rent was increased to $27,209. Simultaneously with the purchase of the land, the Partnership entered into a Development Financing Agreement under which the Partnership advanced funds to ADC for the construction of a Champps Americana restaurant on the site. Initially, the Partnership charged interest on the advances at a rate of 7.0%. Effective December 25, 1998, the interest rate was increased to 10.5%. On January 27, 1999, after the development was completed, the Lease Agreement was amended to require annual rental payments of $56,764. The Partnership's share of the total purchase price, including the cost of the land, was $551,677. The remaining interests in the property are owned by AEI Real Estate Fund XVIII Limited Partnership, AEI Income & Growth Fund XXI Limited Partnership and AEI Income & Growth Fund XXII Limited Partnership, affiliates of the Partnership. On May 8, 2000, the Partnership purchased a 17% interest in a parcel of land in Austin, Texas for $231,200. The land is leased to Razzoo's, Inc. (RI) under a Lease Agreement with a primary term of 15 years and annual rental payments of $19,652. Simultaneously with the purchase of the land, the Partnership entered into a Development Financing Agreement under which the Partnership will advance funds to RI for the construction of a Razzoo's restaurant on the site. Through September 30, 2000, the Partnership had advanced $40,253 for the construction of the property and was charging interest on the advances at a rate of 8.5%. The Partnership's share of the total purchase price, including the cost of the land, will be approximately $583,100. After the construction is complete, the Lease Agreement will be amended to require annual rental payments of approximately $57,000. The remaining interests in the property are owned by AEI Real Estate Fund XV Limited Partnership, AEI Net Lease Income & Growth Fund XIX Limited Partnership, and AEI Income & Growth Fund XXII Limited Partnership, affiliates of the Partnership. In the fourth quarter of 1999, the Partnership sold 13.5573% of its interest in the Timber Lodge Steakhouse in St. Cloud, Minnesota, in two separate transactions to unrelated third parties. The Partnership received total net sale proceeds of $258,624, which resulted in a total net gain of $53,582. The total cost and related accumulated depreciation of the interests sold was $217,264 and $12,222, respectively. In the third quarter of 2000, the Partnership sold 23.1898% of the Timber Lodge Steakhouse in Rochester, Minnesota in two separate transactions to unrelated third parties. The Partnership received total net sale proceeds of $508,611 which resulted in a total net gain of $90,556. The total cost and related accumulated depreciation of the interest sold was $443,103 and $25,048, respectively. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) On October 6, 2000, the Partnership sold an additional 15.2418% of its interest in the Timber Lodge Steakhouse in St. Cloud, Minnesota to an unrelated third party. The Partnership received net sale proceeds of approximately $289,000, which resulted in a net gain of approximately $64,000. The majority of the net sales proceeds will be reinvested in additional property in the future. The Partnership's primary use of cash flow is distribution and redemption payments to Partners. The Partnership declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Partnership attempts to maintain a stable distribution rate from quarter to quarter. Redemption payments are paid to redeeming Partners on a quarterly basis. Effective January 1, 2000, the Partnership's distribution rate was increased from 6.5% to 7.0%. As a result, distributions were higher during the first nine months of 2000, when compared to the same period in 1999. The Partnership may acquire Units from Limited Partners who have tendered their Units to the Partnership. Such Units may be acquired at a discount. The Partnership is not obligated to purchase in any year more than 5% of the number of Units outstanding at the beginning of the year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership. On April 1, 2000, thirty-one Limited Partners redeemed a total of 349 Partnership Units for $272,807 in accordance with the Partnership Agreement. On July 1, 2000, twenty Limited Partners redeemed a total of 249.33 Partnership Units for $196,335. On October 1, 2000, eleven Limited Partners redeemed a total of 115.2 Partnership Units for $91,622. The Partnership acquired these Units using Net Cash Flow from operations. In prior years, a total of 117 Limited Partners redeemed 1,730.9 Partnership Units for $1,160,868. The redemptions increase the remaining Limited Partners' ownership interest in the Partnership. The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Partnership obligations on both a short-term and long-term basis. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 The foregoing Management's Discussion and Analysis contains various "forward looking statements" within the meaning of federal securities laws which represent management's expectations or beliefs concerning future events, including statements regarding anticipated application of cash, expected returns from rental income, growth in revenue, taxation levels, the sufficiency of cash to meet operating expenses, rates of distribution, and other matters. These, and other forward looking statements made by the Partnership, must be evaluated in the context of a number of factors that may affect the Partnership's financial condition and results of operations, including the following: Market and economic conditions which affect the value of the properties the Partnership owns and the cash from rental income such properties generate; the federal income tax consequences of rental income, deductions, gain on sales and other items and the affects of these consequences for investors; resolution by the General Partners of conflicts with which they may be confronted; the success of the General Partners of locating properties with favorable risk return characteristics; the effect of tenant defaults; and the condition of the industries in which the tenants of properties owned by the Partnership operate. PART II - OTHER INFORMATION ITEM 1.LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Partnership is a party or of which the Partnership's property is subject. ITEM 2.CHANGES IN SECURITIES None. ITEM 3.DEFAULTS UPON SENIOR SECURITIES None. ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II - OTHER INFORMATION (Continued) ITEM 5.OTHER INFORMATION None. ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits - Description 10.1 Purchase Agreement dated September 26, 2000, between the Partnership and Garden Ridge Development LLC relating to the property at 4140 West Frontage Road, Highway 52N, Rochester, Minnesota. 10.2 Property Co-Tenancy Ownership Agreement dated September 27, 2000 between the Partnership and Garden Ridge Development LLC relating to the property at 4140 West Frontage Road, Highway 52N, Rochester, Minnesota. 10.3 Purchase Agreement dated October 4, 2000, between the Partnership and The Rynda Family Limited Partnership relating to the property at 3950 Second Street South, St. Cloud, Minnesota. 10.4 Property Co-Tenancy Ownership Agreement dated October 6, 2000 between the Partnership and The Rynda Family Limited Partnership relating to the property at 3950 Second Street South, St. Cloud, Minnesota. 27 Financial Data Schedule for period ended September 30, 2000. b. Reports filed on Form 8-K - None. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: October 29, 2000 AEI Real Estate Fund XVII Limited Partnership By: AEI Fund Management XVII, Inc. Its: Managing General Partner By: /s/ Robert P. Johnson Robert P. Johnson President (Principal Executive Officer) By: /s/ Mark E. Larson Mark E. Larson Chief Financial Officer (Principal Accounting Officer)