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) September 3, 1999
AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
State of Minnesota
(State or other Jurisdiction of Incorporation or
Organization)
0-14263 41-1511293
(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 September 3, 1999, the Partnership purchased a
60.0% interest in a newly constructed Arby's restaurant in
Hudsonville, Michigan from RTM Mid-America, Inc. The total
cash purchase price of the land and building was
approximately $1,102,000. The remaining interest in the
property is owned by Net Lease Income & Growth Fund 84-A
Limited Partnership, an affiliate of the Partnership. RTM
Mid-America, Inc. 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) 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 $661,200 and its Current Assets
(cash) would have decreased by approximately
$661,200.
The Total Income for the Partnership would
have increased from $549,406 to $591,122 for
the year ended December 31, 1998 and from
$219,887 to $228,837 for six months ended June
30, 1999 if the Partnership had owned the
property during the periods.
Depreciation Expense would have increased by
$17,006 and $8,503 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
$1,142,451 to $1,167,161 and from $131,319 to
$131,766, which would have resulted in Net
Income of $163.20 and $18.42 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 - Net Lease Agreement dated
December 17, 1998 between
the Partnership, Net Lease
Income & Growth Fund 84-A
Limited Partnership and RTM
Mid-America, Inc. relating
to the property at 4633 32nd
Avenue, Hudsonville,Michigan
(incorporated by reference
to Exhibit 10.11 of Form
10-KSB filed with the
Commission on March 12, 1999).
(c) Exhibits (Continued)
Exhibit 10.2 - First Amendment to Net Lease
Agreement dated September 3,
1998 between the Parntership,
AEI Net Lease Income & Growth
Fund XIX Limited Partnership,
AEI Real Estate Fund XVIII
Limited Partnership, AEI Real
Estate Fund XVII Limited
Partnership and Champps
Entertainment, Inc. relating
to the property at 301 West
Big Beaver Road, Troy, Michigan.
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 REAL ESTATE FUND XV
LIMITED PARTNERSHIP
By: AEI Fund Management 86-A, Inc.
Its: Managing General Partner
Date: September 15, 1998 /s/ Mark E Larson
By: Mark E. Larson
Its Chief Financial Officer
FIRST AMENDMENT TO NET LEASE AGREEMENT
THIS AMENDMENT TO NET LEASE AGREEMENT, made and entered
into effective as of the 3rd day of Sept, 1999, by and between
Net Lease Income & Growth Fund 84-A Limited Partnership ("Fund 84-
A" or "Lessor") and AEI Real Estate Fund 85-A Limited Partnership
("85-A" or "Lessor")(hereinafter collectively referred to as
"Lessor"), and RTM Mid-America, Inc. (hereinafter referred to as
"Lessee");
WITNESSETH:
WHEREAS, Lessor is the fee owner of a certain parcel of real
property and improvements located at Hudsonville, Michigan 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 December 17, 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 December 17, 1998
("Occupancy Date") through the date hereof, with the contemplated
initial term hereof ending on August 31, 2019.
(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) and (B) of the Lease shall henceforth read as
follows:
ARTICLE 4. RENT PAYMENTS
Annual Rent Payable for the first Lease Year:
Lessee shall pay to Lessor an annual Base Rent of
$70,760.69, which amount shall be payable in
advance on the first day of each month in equal
monthly installments of $2,358.68 to Fund 84-A and
$3,538.02 to Fund 85-A. 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.
Annual Rent Payable for the second Lease Year:
Lessee shall pay to Lessor an annual Base Rent of
$97,976.34, which amount shall be payable in
advance on the first day of each month in equal
monthly installments of $3,265.88 to Fund 84-A and
$4,898.82 to Fund 85-A.
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 Mid-America, Inc.,
By:/s/ Daniel T Collins
Daniel T Collins
Its: Vice President
Attest: By:/s/ P G Skinner
Philip G Skinner
Senior Vice President
STATE OF GEORGIA)
)SS.
COUNTY OF FULTON)
The foregoing instrument was acknowledged before me this 1st
day of September 1999, by Daniel T Collins & Philip G
Skinner, as VP & Senior VP of RTM Mid-America, Inc. on behalf of
said company.
/s/ Susan E Gibbs
Notary Public
[notary seal]
[Remainder of page intentionally left blank]
LESSOR: NETLEASE INCOME & GROWTH FUND 84-A
LIMITED PARTNERSHIP
By: Net Lease Management 84-A, 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 1st
day of September, 1999, by Robert P Johnson, the President of Net
Lease Management 84-A, Inc., a Minnesota corporation, corporate
general partner of Net Lease Income & Growth Fund 84-A Limited
Partnership, on behalf of said limited partnership.
/s/ Michael B Daugherty
Notary Public
[notary seal]
LESSOR: AEI REAL ESTATE FUND 85-A
LIMITED PARTNERSHIP
By: Net Lease Management 85-A, 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 1st
day of September, 1999, by Robert P Johnson, the President of Net
Lease Management 85-A, Inc., a Minnesota corporation, corporate
general partner of AEI Real Estate Fund 85-A Limited Partnership,
on behalf of said limited partnership.
/s/ Michael B Daugherty
Notary Public
[notary seal]
EXHIBIT "A"
Hudsonville, Michigan
Part of the Northeast fractional 1/4 of Section 5, Town 5 North,
Range 13 West, City of Hudsonville, Michigan, described as:
COMMENCING at the Northeast corner of said Section, thence South
02 degrees 21 minutes 30 seconds West 995.20 feet along the East
line of said Section; thence North 89 degrees 26 minutes 38
seconds West 33.02 feet; thence South 02 degrees 21 minutes 30
seconds West 28.51 feet; thence North 87 degrees 28 minutes 30
seconds West 17.00 feet to the PLACE OF BEGINNING; thence South
02 degrees 21 minutes 30 seconds West 147.02 feet along the West
right-of-way line of 32 nd Avenue; thence North 89 degrees 26
minutes 38 seconds West 250.00 feet; thence North 02 degrees 21
minutes 30 seconds East 175.00 feet; thence South 89 degrees 26
minutes 28 seconds East 250.00 feet; thence South 02 degrees 21
minutes 30 seconds West 27.98 feet to the PLACE OF BEGINNING.
SUBJECT TO AND TOGETHER WITH an easement for ingress and egress
over part of the Northeast fractional 1/4, Section 5, Town 5
North, Range 13 West, City of Hudsonville, Ottawa County,
Michigan, described as:
COMMENCING at the Northeast corner of said Section, thence South
02 degrees 21 minutes 30 seconds West 1170.20 feet along the East
line of said Section; thence North 89 degrees 26 minutes 38
seconds West 93.88 feet to the POINT OF BEGINNING; thence South
00 degrees, 33 minutes 22 seconds West 10.52 feet; thence South
88 degrees 27 minutes 06 seconds East 33 43.52 feet; thence South
02 degrees 21 minutes 30 seconds West 26.00 feet along the West
Right-of-Way line of 32nd Avenue; thence North 88 degrees 27
minutes 06 seconds West 42.86 feet; thence South 02 degrees 21
minutes 20 seconds West 136.00 feet; thence North 87 degrees 38
minutes 05 seconds West 76.54 feet; thence South 47 degrees 38
minutes 40 seconds West 14.21 feet; thence South 02 degrees 55
minutes 25 seconds West 20.20 feet; thence North 89 degrees 26
minutes 38 seconds West 16.01 feet along the North Right-of-Way
line of Highland Drive; thence North 02 degrees 55 minutes 25
seconds East 30.70 feet; thence North 87 degrees 38 minutes 05
seconds West 9.00 feet; thence South 47 degrees 38 minutes 40
seconds West 7.11 feet; thence South 02 degrees 55 minutes 25
seconds West 26.15 feet; thence North 89 degrees 26 minutes 38
seconds West 16.01 feet along said North Right-of-Way line;
thence North 02 degrees 55 minutes 25 seconds East 55.65 feet;
thence South 87 degrees 38 minutes 05 seconds East 106.31 feet;
thence North 02 degrees 21 minutes 20 seconds East 116.81 feet;
thence North 00 degrees 33 minutes 22 seconds East 30.90 feet;
thence South 89 degrees 26 minutes 38 seconds East 26.00 feet to
the POINT OF BEGINNING.
SUBJECT TO AND TOGETHER WITH an easement over part of the
Northeast fractional 1/4 of Section 5, Town 5 North, Range 13
West, City of Hudsonville, Ottawa County, Michigan, described as:
COMMENCING at the Northeast corner of said Section; thence South
02 degrees 21 minutes 30 seconds West 929.17 feet along the East
line of said Section; thence North 89 degrees 26 minutes 38
seconds West 115.00 feet; thence South 02 degrees 21 minutes 30
seconds East 66.03 feet; thence South 89 degrees 26 minutes 38
seconds East 115.00 feet; thence North 02 degrees 21 minutes 30
seconds East 66.03 feet to the POINT OF BEGINNING.
