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 31, 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 31, 1997, the Partnership purchased a 49.6% interest in a newly constructed Champps Americana restaurant in Schaumburg, Illinois from Champps Americana, Inc. The total cash purchase price of the land and building was approximately $4,435,083. The remaining interest is owned by Net Lease Income & Growth Fund 84-A Limited Partnership and AEI Net Lease Income & Growth Fund XX Limited Partnership, affiliates of the Partnership. Champps Americana, 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 increased by approximately $2,199,801 and its Current Assets (cash) would have decreased by approximately $2,199,801 at December 31, 1996 and September 30, 1997. The Total Income for the Partnership would have increased from $1,341,753 to $1,578,232 for the year ended December 31, 1996 and from $1,098,273 to $1,275,632 for nine months ended SeptemberE30, 1997 if the Partnership had owned the property during the periods. Depreciation Expense would have increased by $115,721 and $86,791 for the year ended December 31, 1996 and the nine months ended September 30, 1997, respectively. The net effect of these proforma adjustments would have caused Net Income to increase from $912,232 to $1,032,990 and from $703,500 to $794,068, which would have resulted in Net Income of $58.64 and $32.82 per Limited Partnership Unit outstanding for the year ended December 31, 1996 and the nine months ended SeptemberE30, 1997, respectively. (c) Exhibits Exhibit 10.1 - Net Lease Agreement dated April 21, 1997 between the Partnership, AEI Net Lease Income & Growth Fund XX Limited Partnership, Net Lease Income & Growth Fund 84-A, and Champps Americana, Inc. relating to the property at 955 Golf Road, Schaumburg, Illinois (incorporated by reference to Exhibit 10.2 of Form 10-QSB filed with the Commission on May 13, 1997). Exhibit 10.2 - First Amendment to Net Lease Agreement dated December 31, 1997 between the Partnership, AEI Net Lease Income & Growth Fund XX Limited Partnership, Net Lease Income & Growth Fund 84-A, and Champps Americana, Inc. relating to the property at 955 Golf Road, Schaumburg, Illinois. 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)