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 Exchange Act of 1934
Date of Report (Date of earliest event reported) January 19, 2007
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
State of Minnesota 24003 41-1848181
(State or other jurisdiction (Commission File( IRS Employer
of incorporation) Number) 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)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c))
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 19, 2007, the Partnership purchased a 50%
interest in a Tractor Supply Company store in Grand Forks, North
Dakota for $1,383,000 from CDK Associates LLC, an unrelated third
party. The property is leased to Tractor Supply Company under a
Lease Agreement with a remaining primary term of 13.9 years. The
Lease may be renewed by the tenant for up to three consecutive
terms of five years each. The Lease requires an initial annual
rent of $102,351 for the 50% interest, which will increase every
five years by 6.2%. The Lease is a triple net lease under which
the lessee is responsible for all real estate taxes, insurance,
maintenance, repairs and operating expenses of the property. The
remaining interest in the property was purchased by AEI Income &
Growth Fund 24 LLC, an affiliate of the Partnership.
The Partnership purchased the property with cash received
from the sale of property. The store was constructed in 2005 and
is a 22,048 square foot building situated on approximately 3.6
acres. The freestanding retail store is located at 4460 32nd
Avenue South, Grand Forks, North Dakota.
Tractor Supply Company (TSC), based in Nashville,
Tennessee, is the leading retail farm and ranch store brand in
the United States. At December 30, 2006, TSC operated 676 stores
in 37 states and one Canadian province. TSC stores are located
in rural communities and in the outlying areas of large cities in
states where agriculture is a significant factor in the local
economy. TSC supplies daily farm and ranch maintenance supplies
to a targeted customer base. For the fiscal year ended December
31, 2005, TSC reported a net worth of approximately $477.7
million, net sales of approximately $2.1 billion and net income
of approximately $85.7 million. TSC is traded on the NASDAQ
National Market under the symbol TSCO.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired - Because
the property acquired is subject to a net lease and
represents less than 20% of the total assets of the
Partnership as of December 31, 2005, no financial
statements are required.
(b) Pro forma financial information - A limited number of
pro forma adjustments are required to illustrate the
effects of the above transaction on the Partnership's
balance sheet and income statement. The following
narrative description is furnished in lieu of the pro
forma statements:
Assuming the Partnership had acquired the property on
January 1, 2005, the Partnership's Investments in Real
Estate would have increased by $1,383,000 and its
Current Assets (cash) would have decreased by
$1,383,000.
For the year ended December 31, 2005, Income from
Continuing Operations would have increased $56,431,
representing an increase in rental income of $102,351
and an increase in depreciation expense of $45,920.
For the nine months ended September 30, 2006, Income
from Continuing Operations would have increased
$42,324, representing an increase in rental income of
$76,764 and an increase in depreciation expense of
$34,440.
The net effect of these pro forma adjustments would
have caused Net Income to increase from $710,376 to
$766,807 and from $158,426 to $200,750, which would
have resulted in Net Income of $46.09 and $10.30 per
Limited Partnership Unit outstanding for the year ended
December 31, 2005 and the nine months ended September
30, 2006, respectively.
(c) Shell company transactions - Not Applicable.
(d) Exhibits.
Exhibit 10.1 - Assignment and Assumption of Purchase
and Sale Agreement dated January 12, 2007 between the
Partnership, AEI Income & Growth Fund 24 LLC and AEI
Fund Management, Inc. relating to the Property at 4460
32nd Avenue South, Grand Forks, North Dakota.
Exhibit 10.2 - Assignment and Assumption of Lease dated
January 19, 2007 between the Partnership, AEI Income &
Growth Fund 24 LLC and AEI Fund Management, Inc.
relating to the Property at 4460 32nd Avenue South,
Grand Forks, North Dakota.
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 24, 2007 /s/ Patrick W Keene
By: Patrick W. Keene
Its: Chief Financial Officer