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