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 23, 1997 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 December 23,1997, the Partnership purchased a newly constructed Champps Americana restaurant in San Antonio, Texas from Champps Entertainment of Texas, Inc. The total cash purchase price of the land and building was approximately $2,753,700. Champps Entertainment of Texas, Inc. 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) 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, 1996, the Partnership's Investments in Real Estate would have been increased by $2,753,700 and its Current Assets (cash) would have been decreased by approximately $2,753,700 at December 31, 1996 and September 30, 1997. The Total Income for the Partnership would have increased from $1,341,753 to $1,637,776 for the year ended December 31, 1996 and from $1,098,273 to $1,320,290 for nine months ended September 30, 1997 if the Partnership had owned the property during the periods. Depreciation Expense would have increased by $74,016 and 55,512 for the year ended December 31, 1996 and the nine months ended September 30, 1997, respectively. The net effect of these pro forma adjustments would have caused Net Income to increase from $912,232 to $1,134,239, and from $703,500 to $870,005, which would have resulted in Net Income of $64.39 and $35.96 per Limited Partnership Unit outstanding for the year ended December 31, 1996 and the nine months ended September 30, 1997, respectively. (c) Exhibits Exhibit 10.1 - Net Lease Agreement dated March 14, 1997 between the Partnership and Champps Entertainment of Texas, Inc. relating to the property at 11440 Interstate Highway 10, San Antonio, Texas (incorporated by reference to Exhibit 10.2 of Form 8-K filed with the Commission on on March 25, 1997.) Exhibit 10.2 - First Amendment to Net Lease Agreement dated December 23, 1997 between the Partnership and Champps Entertainment of Texas, Inc. relating to the property at 11440 Interstate Highway 10, 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: January 5, 1998 /s/ Mark E Larson By: Mark E. Larson Its Chief Financial Officer (Principal Accounting and Financial Officer)