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) August 29, 1996
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)
33-85076C 41-1789725
(Commission File Number) (I.R.S. Employer
Identification No.)
1300 Minnesota World Trade Center, St. Paul, Minnesota 55101
(Address of Principal Executive Offices)
(612) 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 August 29, 1996, the Partnership purchased a 67.8%
interest in a newly constructed Champps restaurant in
Columbus, Ohio from Americana Dining Corporation. The total
cash purchase price of the land and building was
approximately $2,602,941. The remaining 32.2% was purchased
by an affiliated partnership, AEI Real Estate Fund XVIII
Limited Partnership. Americana Dining Corporation is not
affiliated with the Partnership. The cash, used in
purchasing the property, was from the proceeds of sale of
Limited Partnership Units.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. -
Not Applicable. Property was newly
constructed.
(b) On August 29, 1996, the Partnership purchased
a 67.8% interest in a newly constructed
restaurant for $1,764,794. The property was
acquired with cash which was provided from
proceeds of sale of Limited Partnership Units.
An affiliated Partnership, AEI Real Estate
Fund XVIII, acquired the remaining 32.2%
interest. 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 purchased the
property on June 30, 1996, the Partnership's
Investments in Real Estate would have been
increased by $1,764,794 and its Current Assets
(cash) would have been reduced by $1,764,794.
The Total Income for the Partnership would
have increased from $263,399 to $361,958 for
the year ended December 31, 1995 and from
$430,855 to $480,135 for six months ended June
30, 1996 if the Partnership had owned the
property during those periods. The increase
is attributable to the Rental Income the
Partnership would have received from the
property of $191,259 and $95,630, partially
offset by a decrease of Investment Income of
approximately $92,700 and $46,350 for the year
ended December 31, 1995 and the six months
ended June 30, 1996, respectively.
Depreciation Expense would have increased by
$52,676 and $26,338 for the year ended
December 31, 1995 and the six months ended
June 30, 1996, respectively.
The net effect of these pro forma adjustments
would have caused Net Income to increase from
$107,532 to $153,415 and from $253,363 to
$276,305, which would have resulted in Net
Income of $22.02 and $18.64 per Limited
Partnership Unit outstanding for the year
ended December 31, 1995 and the six months
ended June 30, 1996, respectively.
(c) Exhibits
Exhibit 10.1 - Sale and Leaseback
Financing Commitment dated
September 5, 1995 between AEI Fund
Management, Inc. and Americana
Dining Corporation relating to the
property at 161 E. Campus View
Boulevard, Columbus, Ohio
(incorporated by reference to
Exhibit 10.4 of Post-Effective
Amendment No. 4 to Form SB-2 filed
with the Commission on January 16,
1996).
Exhibit 10.2 - Amendment to Sale
and Leaseback Financing Commitment
dated November 30, 1995 between
AEI Fund Management, Inc.,
Americana Dining Corporation, AEI
Real Estate Fund XVIII Limited
Partnership and the Partnership
relating to the property at 161 E.
Campus View Boulevard, Columbus,
Ohio (incorporated by reference to
Exhibit 10.5 of Post-Effective
Amendment No. 4 to Form SB-2 filed
with the Commission on January 16,
1996).
Exhibit 10.3 - Net Lease Agreement
dated August 29, 1996 between the
Partnership, AEI Real Estate Fund
XVIII Limited Partnership and
Americana Dining Corporation
relating to the property at 161 E.
Campus View Boulevard, Columbus,
Ohio.
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 12, 1996
By: /s/ Mark E. Larson
Mark E. Larson
Its Chief Financial Officer
(Principal Accounting and
Financial Officer)