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 26, 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 August 26, 1999, the Partnership purchased a newly
constructed Hollywood Video store in Muscle Shoals, Alabama
from NOM Muscle Shoals, Ltd. The total cash purchase price
of the land and building was approximately $1,315,310. NOM
Muscle Shoals, Ltd. is not affiliated with the Partnership.
In addition, on August 31, 1999, the Partnership
purchased a newly constructed Tumbleweed restaurant in Fort
Wayne, Indiana from Tumbleweed, Inc. The total cash
purchase price of the land and building was approximately
$1,290,000. Tumbleweed, Inc. is not affiliated with the
Partnership.
The cash, used in purchasing the properties, was from
the proceeds of the sale of Limited Partnership Units.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not Applicable. Properties are newly
constructed.
(b) A limited number of proforma adjustments are
required to illustrate the effects of the
transactions 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
properties on January 1, 1998, the
Partnership's Investments in Real Estate would
have increased by $2,605,310 and its Current
Assets (cash) would have decreased by
approximately $2,605,310.
The Total Income for the Partnership would
have increased from $545,711 to $802,005 for
the year ended December 31, 1998 and from
$403,049 to $494,822 for six months ended June
30, 1999 if the Partnership had owned the
properties during the periods.
Depreciation Expense would have increased by
$55,775 and $27,888 for the year ended
December 31, 1998 and the six months ended
June 30, 1999, respectively.
The net effect of these proforma adjustments
would have caused Net Income to increase from
$296,614 to $497,133 and from $274,692 to
$338,577, which would have resulted in Net
Income of $41.47 and $19.61 per Limited
Partnership Unit outstanding for the year
ended December 31, 1998 and the six months
ended June 30, 1999, respectively.
(c) Exhibits
Exhibit 10.1 First Amendment to Net Lease
Agreement dated August 31,
1999, between the Partnership
and Tumbleweed, Inc. relating
to the property at 6040 Lima
Road, Fort Wayne, Indiana.
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 1, 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 31st day of August, 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 ("Fund XXII"),
whose principal business address is 1300 Minnesota World Trade
Center, 30 East Seventh Street, St. Paul, Minnesota 55101
(hereinafter referred to as "Lessor"), and Tumbleweed, Inc., a
Delaware corporation and successor by merger to Tumbleweed, LLC.,
a Kentucky limited liability company (hereinafter referred to as
"Lessee"), whose principal business address is 1900 Mellwood
Avenue, Louisville, Kentucky;
WITNESSETH:
WHEREAS, Lessor is the fee owner of a certain parcel of real
property and improvements located at Fort Wayne, 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 have entered into that certain
Net Lease Agreement dated November 25, 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 Fifteen (15)
consecutive "Lease Years", as hereinafter defined, commencing as
of the date hereof, plus the period commencing November 25, 1998
("Occupancy Date") through August 31, 1999, with the contemplated
initial term hereof ending on August 31, 2014.
(B) The first full Lease Year shall commence on the date of
this First Amendment and continue through August 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 Lease Year:
Lessee shall pay to Lessor an annual Base Rent of $130,941.29,
which amount shall be payable in advance on the first day of each
month in equal monthly installments of $10,911.77 to Lessor If
the first day 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 34 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: Tumbleweed, Inc.,
By: /s/ Gregory A Compton
Its: VP/ Secretary
STATE OF KENTUCKY )
)SS.
COUNTY OF JEFFERSON)
The foregoing instrument was acknowledged before me this
30th day of August, 1999, by Gregory A Compton, as VP/Secretary
of Tumbleweed, Inc., on behalf of said corporation.
/s/ Lisa Wright Hale
Notary Public /s/commission expires 4-27-2003
[Remainder of page intentionally left blank]
LESSOR:
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
By: AEI Fund Management XXI, Inc.
By:/s/ Robert P Johnson
Robert P. Johnson, President
STATE OF MINNESOTA )
)SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me the 31st
day of August, 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/ Barbara J Kochevar
Notary Public
[notary seal]
