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 AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) January 13, 2004
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
State of Minnesota
(State or other Jurisdiction of Incorporation or
Organization)
24003 41-1848181
(Commission File Number) (I.R.S. Employer
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)
Item 2. Acquisition or Disposition of Assets.
On January 13, 2004, the Partnership purchased a 50%
interest in a newly constructed Champps Americana restaurant
in West Chester, Ohio from Champps Operating Corporation.
The total cash purchase price of the land and building was
approximately $3,200,000. The remaining interest in the
property was purchased by AEI Net Lease Income & Growth Fund
XX Limited Partnership, an affiliate of the Partnership.
Champps Operating Corporation is not affiliated with the
Partnership.
The cash, used in purchasing the property, was from
the proceeds of sale of properties.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired -
Not Applicable. Property was newly
constructed.
(b) On January 13, 2004, the Partnership purchased
its 50% interest in the property for
$1,600,000. The property was acquired with
cash which was provided from proceeds of sale
of properties. 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, 2002, the Partnership's
Investments in Real Estate would have
increased by $1,600,000 and its Current Assets
(cash) would have decreased by $1,600,000.
The Rental Income for the Partnership would
have increased from $1,168,020 to $1,324,483
for the year ended December 31, 2002 and from
$656,077 to $738,127 for the nine months ended
September 30, 2003 if the Partnership had
owned the property during the periods.
Depreciation Expense would have increased by
$36,165 and $27,124 for the year ended
December 31, 2002 and the nine months ended
September 30, 2003, respectively.
The net effect of these proforma adjustments
would have caused Net Income to increase from
$1,065,874 to $1,186,146 and from $1,551,291
to $1,565,852, which would have resulted in
Net Income of $69.63 and $93.44 per Limited
Partnership Unit outstanding for the year
ended December 31, 2002 and the nine months
ended September 30, 2003, respectively.
(c) Exhibits
Exhibit 10.1 - Net Lease Agreement dated
December 6, 2002 between the
Partnership, AEI Net Lease
Income & Growth Fund XX
Limited Partnership and Champps
Operating Corporation relating
to the Property at 9424 Civic
Centre Boulevard, West Chester,
Ohio (incorporated by reference
to Exhibit 10.25 of Form 10-KSB
filed on March 21, 2003).
Exhibit 10.2 - First Amendment to Net Lease
Agreement dated January 13,2004
between the Partnership, AEI
Net Lease Income & Growth Fund
XX Limited Partnership and
Champps Operating Corporation
relating to the Property at
9424 Civic Centre Boulevard,
West Chester,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 XXII
LIMITED PARTNERSHIP
By: AEI Fund Management XXI, Inc.
Its: Managing General Partner
Date: January 21, 2004 /s/ Patrick W Keene
By: Patrick W. Keene
Its: Chief Financial Officer