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) December 30,2003
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.)
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 December 30, 2003, the Partnership purchased a Johnny
Carino's restaurant in Laredo, Texas from GE Capital Franchise
Finance Corporation. The total cash purchase price of the land
and building was approximately $2,537,000. GE Capital
Franchise Finance Corporation 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 December 30, 2003, the Partnership purchased
the property for $2,537,000. 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 $2,537,000 and its Current Assets (cash) would
have decreased by $2,537,000.
The Rental Income for the Partnership would have
increased from $1,591,244 to $1,806,890 for the
year ended December 31, 2002 and from $1,078,111
to $1,239,846 for the nine months ended September
30, 2003 if the Partnership had owned the
property during the periods.
Depreciation Expense would have increased by
$56,261 and $42,196 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 $2,628,923 and from $1,768,415 to
$1,887,954, which would have resulted in Net
Income of $112.28 and $81.18 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 Agreement of Sale
and First Amendment to Agreement
of Sale dated December 23, 2003
between the Partnership and AEI
Fund Management, Inc. relating to
the Property at 7603 San Dario
Avenue, Laredo, Texas.
Exhibit 10.2 - Net Lease Agreement dated December
30, 2003 between the Partnership
and Kona Restaurant Group, Inc.
relating to the Property at 7603
San Dario Avenue, Laredo, Texas.
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: January 2, 2004 /s/ Patrick W Keene
By: Patrick W. Keene
Its: Chief Financial Officer