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) August 27,2003
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 August 27, 2003, the Partnership purchased a 32%
interest in a Garden Ridge retail store in The Woodlands,
Texas from Cypress/GR Woodlands I, L.P. The total cash
purchase price of the land and building was approximately
$8,200,000. The remaining interests in the property were
purchased by AEI Real Estate Fund XV Limited Partnership,
AEI Real Estate Fund XVIII Limited Partnership and AEI
Income & Growth Fund 24 LLC, affiliates of the Partnership.
Cypress/GR Woodlands I, L.P. 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.
(b)On August 27, 2003, the Partnership purchased
its 32% interest in the property for
$2,624,000. 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 $2,624,000 and its Current Assets
(cash) would have decreased by $2,624,000.
The Rental Income for the Partnership would
have increased from $1,168,020 to $1,469,631
for the year ended December 31, 2002 and from
$427,597 to $578,403 for the six months ended
June 30, 2003 if the Partnership had owned the
property during the periods.
Depreciation Expense would have increased by
$73,778 and $36,889 for the year ended
December 31, 2002 and the six months ended
June 30, 2003, respectively.
The net effect of these proforma adjustments
would have caused Net Income to increase from
$1,065,874 to $1,293,707 and from $1,335,116
to $1,449,033, which would have resulted in
Net Income of $76.13 and $86.65 per Limited
Partnership Unit outstanding for the year
ended December 31, 2002 and the six months
ended June 30, 2003, respectively.
(c)Exhibits
Exhibit 10.1 - Assignment of
Purchase Agreement dated August
19, 2003 between the
Partnership and AEI Fund
Management, Inc. relating to
the Property at 16778 I-45
South, The Woodlands, Texas.
Exhibit 10.2 - Assignment of
Lease, Indemnity and Assumption
Agreement dated August 27, 2003
between the Partnership, AEI
Real Estate Fund XV Limited
Partnership, AEI Real Estate
Fund XVIII Limited Partnership,
AEI Income & Growth Fund 24 LLC
and Cypress/GR Woodlands I,
L.P. Relating to the Property
at 16778 I-45 South, The
Woodlands, 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 XXII
LIMITED PARTNERSHIP
By: AEI Fund Management XXI,Inc.
Its: Managing General Partner
Date: September 6, 2003 /s/ Patrick W Keene
By: Patrick W. Keene
Its: Chief Financial Officer