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 Exchange Act of 1934
Date of Report (Date of earliest event reported) August 30, 2007
AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
State of Minnesota 0-29274 41-1789725
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) 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)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c))
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 30, 2007, the Partnership sold a Champps
Americana restaurant in San Antonio, Texas to the tenant. The
Partnership received net cash proceeds of approximately
$3,145,000 for the property, which resulted in a net gain of
approximately $1,020,000.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired - Not
Applicable.
(b) Pro forma financial information - A limited number of
pro forma 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 pro forma statements.
Assuming the Partnership had sold the property on
January 1, 2006:
The Partnership's Investments in Real Estate would have
been reduced by $2,233,661 and its Current Assets
(cash) would have increased by $3,145,000 and Partner's
Capital would have increased by $911,339.
For the year ended December 31, 2006, Income from
Continuing Operations would have decreased $267,742,
representing a decrease in rental income of $336,847, a
decrease in depreciation expense of $65,257 and a
decrease in property management expenses of $3,848.
For the six months ended June 30, 2007, Income from
Continuing Operations would have decreased $147,703,
representing a decrease in rental income of $180,803, a
decrease in depreciation expense of $32,628 and a
decrease in property management expenses of $472.
The net effect of these pro forma adjustments would
have caused Net Income to decrease from $1,851,899 to
$1,584,157 and from $647,947 to $500,244, which would
have resulted in Net Income of $68.78 and $21.72 per
Limited Partnership Unit outstanding for the year ended
December 31, 2006 and the six months ended June 30,
2007, respectively.
(c) Shell company transactions - Not Applicable.
(d) Exhibits.
Exhibit 10.1 - Purchase Agreement dated August 6, 2007
between the Partnership and Champps Operating
Corporation relating to the Property at 11075
Interstate Highway 10 West, San Antonio, 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: September 4, 2007 /s/ Patrick W Keene
By: Patrick W. Keene
Its: Chief Financial Officer