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) May 19, 1998 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 May 19, 1998, the Partnership purchased a newly constructed Champps Americana restaurant in Livonia, Michigan from Champps Americana, Inc. The total cash purchase price of the land and building was approximately $4,087,000. 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, 1997, the Partnership's Investments in Real Estate would have increased by $4,087,000 and its Current Assets (cash) would have decreased by approximately $4,087,000. The Total Income for the Partnership would have increased from $1,513,094 to $1,891,988 for the year ended December 31, 1997 and from $452,487 to $489,812 for three months ended March 31, 1998 if the Partnership had owned the property during the periods. Depreciation Expense would have increased by $134,354 and $33,588 for the year ended December 31, 1997 and the three months ended March 31, 1998, respectively. The net effect of these proforma adjustments would have caused Net Income to increase from $439,239 to $683,779 and from $428,911 to $432,648, which would have resulted in Net Income of $28.30 and $17.97 per Limited Partnership Unit outstanding for the year ended December 31, 1997 and the three months ended March 31, 1998, respectively. (c) Exhibits Exhibit 10.1 - Net Lease Agreement dated July 8, 1997 between the Partnership and Champps Americana, Inc. relating to the property at 19470 Haggerty Road, Livonia, Michigan (incorporated by reference to Exhibit 10.2 of Form 10-QSB filed with the Commission on August 5, 1997). Exhibit 10.2 - First Amendment to Net Lease Agreement dated May 19, 1998 between the Partnership and Champps Americana, Inc. relating to the property at 19470 Haggerty Road, Livonia, Michigan. 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: June 16, 1998 /s/ Mark E Larson By: Mark E. Larson Its Chief Financial Officer (Principal Accounting and Financial Officer)