AEI INCOME & GROWTH FUND XXII LTD PARTNERSHIP
8-K, 1999-07-21
REAL ESTATE
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             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) July 9, 1999


      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)




           333-5604                     41-1848181
   (Commission File Number)          (I.R.S. Employer
                                   Identification No.)


   1300 Minnesota World Trade Center, 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  July 9, 1999, the Partnership purchased  a  newly
constructed Arby's restaurant in Homewood, Alabama from  RTM
Alabama, Inc.  The total cash purchase price of the land and
building was approximately $1,357,000. RTM Alabama, 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, 1998, the Partnership's
             Investments   in   Real   Estate   would   have
             increased by $1,357,000 and its Current  Assets
             (cash)  would  have decreased by  approximately
             $1,357,000.

             The  Total  Income  for the  Partnership  would
             have  increased from $545,711 to  $627,196  for
             the  year  ended  December 31,  1998  and  from
             $194,872  to  $203,217 for three  months  ended
             March  31,  1999 if the Partnership  had  owned
             the property during the periods.

             Depreciation  Expense would have  increased  by
             $26,680  and $6,670 for the year ended December
             31,  1998 and the three months ended March  31,
             1999, respectively.

             The  net  effect of these proforma  adjustments
             would  have caused Net Income to increase  from
             $296,614  to  $351,419  and  from  $128,252  to
             $129,927,  which  would have  resulted  in  Net
             Income   of   $29.32  and  $7.60  per   Limited
             Partnership  Unit  outstanding  for  the   year
             ended  December 31, 1998 and the  three  months
             ended March 31, 1999, respectively.

         (c) Exhibits

              Exhibit 10.1 - Net  Lease  Agreement  dated
                             November  20,  1998  between
                             the  Partnership   and   RTM
                             Alabama,Inc. relating to the
                             property at 159  State  Farm
                             Parkway,  Homewood,  Alabama
                             (incorporated  by  reference
                             to  Exhibit  10.11  of  Form
                             10-KSB   filed    with   the
                             Commission on March 12, 1999).

              Exhibit 10.2 - First Amendment to Net Lease
                             Agreement dated July  9,1999
                             between the Partnership  and
                             RTM Alabama, Inc. relating to
                             the property at 159 State Farm
                             Parkway, Homewood, Alabama.


                         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:  July 20, 1999           /s/  Mark E Larson
                               By:  Mark E. Larson
                                    Its Chief Financial Officer
                                    (Principal Accounting and
                                    Financial Officer)




             FIRST AMENDMENT TO NET LEASE AGREEMENT



      THIS  AMENDMENT TO NET  LEASE AGREEMENT, made  and  entered
into  effective as of the  9th day of July, 1999, by and  between
AEI  Income  & Growth Fund XXII Limited Partnership, a  Minnesota
limited  partnership whose corporate general partner is AEI  Fund
Management  XXI,  Inc., a Minnesota corporation; whose  principal
business  address is 1300 Minnesota World Trade Center,  30  East
Seventh   Street,   St.   Paul,  Minnesota   55101   (hereinafter
collectively  referred  to as "Lessor"), and  RTM  Alabama,  Inc.
(hereinafter  referred to as "Lessee"), whose principal  business
address is 5995 Barfield Road, Atlanta, GA 30328;

                          WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of real
property  and  improvements  located  at  Homewood,  Alabama  and
legally  described in Exhibit "A", which is attached  hereto  and
incorporated herein by reference; and

       WHEREAS,   Lessee   has  constructed  the   building   and
improvements  (together  the "Building")  on  the  real  property
described  in  Exhibit "A", which Building is  described  in  the
plans and specifications heretofore submitted to Lessor; and

      WHEREAS, Lessee and Lessor Fund XXII have entered into that
certain Net Lease Agreement dated  November 20, 1998 (the  Lease)
providing for the lease of said real property and Building  (said
real property and Building hereinafter referred to as the "Leased
Premises"),  from  Lessor upon the terms and  conditions  therein
provided in the Lease;


      NOW,  THEREFORE,  in  consideration of  the  Rents,  terms,
covenants, conditions, and agreements hereinafter described to be
paid, kept, and performed by Lessee, including the completion  of
the  Building  and  other  improvements constituting  the  Leased
Premises, Lessee and Lessor do hereby agree to amend the Lease as
follows:

1.    Article 2(A) and (B) of the Lease shall henceforth read  as
follows:

ARTICLE 2.     TERM

      (A)   The term of this Lease ("Term") shall be Twenty  (20)
consecutive "Lease Years", as hereinafter defined, commencing  on
the  date  hereof, plus the period commencing November  20,  1998
("Occupancy Date") through the date hereof, with the contemplated
initial term hereof ending on July 31, 2019.

     (B)  The first full Lease Year shall commence on the date of
this First Amendment and continue through July 31, 2000.

2.   Article 4(A) of the Lease shall henceforth read as follows:

ARTICLE 4.  RENT PAYMENTS

          (A)   Annual Rent Payable for the first and second
          Lease Years:  Lessee shall pay to Lessor an annual
          Base  Rent  of $87,134.64, which amount  shall  be
          payable in advance on the first day of each  month
          in equal monthly installments of $7,261.22 to Fund
          XXII.   If  the first day of the first full  Lease
          Year  of the Lease Term is not the first day of  a
          calendar month, then the monthly Rent payable  for
          that partial month shall be a prorated portion  of
          the equal monthly installment of Base Rent.

3.   Article  35  is hereby deleted in its entirety;  Lessor  and
     Lessee  agree  that  the  referenced  Development  Financing
     Agreement  is terminated in accordance with its terms.   All
     other terms and conditions of the Lease shall remain in full
     force and effect.

4.   Lessee has accepted delivery of the Leased Premises and  has
     entered into occupancy thereof.

5.   Lessee  has fully inspected the Premises and found the  same
     to  be  as required by the Lease, in good order and  repair,
     and  all conditions under the Lease to be performed  by  the
     Lessor have been satisfied.

6.   As  of this date, the Lessor is not in default under any  of
     the terms, conditions, provisions or agreements of the Lease
     and  the  undersigned  has no offsets,  claims  or  defenses
     against the Lessor with respect to the Lease.

7.   This  Agreement  may  be executed in multiple  counterparts,
     each  of which shall be deemed an original and all of  which
     shall constitute one and the same instrument.

IN  WITNESS  WHEREOF, Lessor and Lessee have respectively  signed
and sealed this Lease as of the day and year first above written.

                     LESSEE:  RTM, Alabama, Inc.,

                                   By: /s/ Daniel T Collins
                                   Its: Vice President



Attest
/s/ J Russell Welch                By: /s/ Robert S. Stallings
Sr V.P. and Corp. Sec'y            Its: V.P.-Asst. Secretary
Print Name

Attest
/s/ Susan Gibbs
    Susan Gibbs
    Print Name


STATE OF GEORGIA)
                    )SS.
COUNTY OF FULTON)

      The foregoing instrument was acknowledged before me this 14
day of July 1999, by Daniel T Collins, and Robert S. Stallings as
Vice  President  and  V.P.-Asst Secy  of RTM,  Alabama,  Inc.  on
behalf of said company.

 /s/ Jacqueline M Stubbs           [notary seal]
     Notary Public


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                              LESSOR:   AEI INCOME & GROWTH FUND XXII
                                        LIMITED PARTNERSHIP

                              By:  AEI Fund Management XXI, Inc.
Attest
/s/ Barbara J Kochevar        By: /s/ Robert P Johnson
    Barbara J Kochevar                Robert P. Johnson, President
    Print Name


Attest
/s/ Kay Johnston
    Kay Johnston
    Print Name



STATE OF MINNESOTA  )
                                   )SS.
COUNTY OF RAMSEY    )

     The foregoing instrument was acknowledged before me the 15th
day of July, 1999, by Robert P Johnson, the President of AEI Fund
Management XXI, Inc., a Minnesota corporation, corporate  general
partner of AEI Income & Growth Fund XXII Limited Partnership,  on
behalf of said limited partnership.

                              /s/ Michael B Daugherty
                                  Notary Public


                              [notary seal]




          [Remainder of page intentionally left blank]



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