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 September 3, 1998
AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
State of Minnesota
(State or other Jurisdiction of Incorporation or
Organization)
0-17467 41-1603719
(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, 1998, the Partnership purchased a
newly constructed Timber Lodge Steakhouse restaurant in
Rochester, Minnesota from Timber Lodge Steakhouse, Inc. The
total cash purchase price of the land and building was
approximately $1,916,220. Timber Lodge Steakhouse, Inc. is
not affiliated with the Partnership.
Also, on September 3, 1998, the Partnership purchased
a 26.05% interest in a newly constructed Champps Americana
restaurant in Troy, Michigan from Champps Entertainment,
Inc. The total cash purchase price of the land and building
was approximately $4,972,000. The remaining interests in
the property are owned by AEI Real Estate Fund XV Limited
Partnership, AEI Real Estate Fund XVIII Limited Partnership
and AEI Net Lease Income & Growth Fund XIX Limited
Partnership, affiliates of the Partnership. Champps
Entertainment, 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
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, 1997, the
Partnership's Investments in Real Estate would
have increased by $3,211,426 and its Current
Assets (cash) would have decreased by
approximately $3,211,426.
The Total Income for the Partnership would
have increased from $1,541,601 to $1,872,573
for the year ended December 31, 1997 and from
$820,649 to $932,406 for six months ended June
30, 1998 if the Partnership had owned the
properties during the periods.
Depreciation Expense would have increased by
$82,432 and $41,216 for the year ended
December 31, 1997 and the six months ended
June 30, 1998, respectively.
The net effect of these proforma adjustments
would have caused Net Income to increase from
$791,814 to $1,040,354 and from $898,889 to
$969,430, which would have resulted in Net
Income of $45.12 and $42.68 per Limited
Partnership Unit outstanding for the year
ended December 31, 1997 and the six months
ended June 30, 1998, respectively.
(c) Exhibits
Exhibit 10.1 - Net Lease Agreement dated December
23, 1997 between the Partnership,
AEI Net Lease Income & Growth
Fund XIX Limited Partnership, AEI
Real Estate Fund XVIII Limited
Partnership, AEI Real Estate Fund
XV Limited Partnership and Champps
Entertainment, Inc. relating to
the property at 301 West Big
Beaver Road, Troy, Michigan
(incorporated by reference to
Exhibit 10.23 of Form 10-KSB filed
with the Commission on March 23,
1998).
Exhibit 10.2 - First Amendment to Net Lease
Agreement dated September 3, 1998
between the Partnership, AEI Net
Lease Income & Growth Fund XIX
Limited Partnership, AEI Real
Estate Fund XVIII Limited
Partnership, AEI Real Estate Fund
XV Limited Partnership and Champps
Entertainment, Inc. relating to
the property at 301 West Big
Beaver Road, Troy, Michigan.
Exhibit 10.3 - Net Lease Agreement dated January
15, 1998 between the Partnership
and Timber Lodge Steakhouse, Inc.
relating to the property at 4140
Frontage Road Northwest, Rochester,
Minnesota ( incorporated by
reference to Exhibit 10.25 of Form
10-KSB filed with the Commission
on March 23, 1998).
Exhibit 10.4 - First Amendment to Net Lease
Agreement dated September 3, 1998
between the Partnership and Timber
Lodge Steakhouse, Inc. relating to
the property at 4140 Frontage
Road Northwest, Rochester, Minnesota.
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 XVII
A Limited Partnership
By: AEI Fund Management XVII, Inc.
Its: 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 September, 1998, by and
between AEI Real Estate Fund XV Limited Partnership (hereinafter
"Fund XV"), AEI Real Estate Fund XVII Limited Partnership
(hereinafter "Fund XVII"), AEI Real Estate Fund XVIII Limited
Partnership (hereinafter "Fund XVIII"), and AEI Net Lease Income
& Growth Fund XIX Limited Partnership (hereinafter "Fund XIX"),
(collectively "Lessor"),whose principal business address is 1300
Minnesota World Trade Center, 30 East Seventh Street, St. Paul,
Minnesota 55101, and Champps Entertainment, Inc., a Minnesota
corporation ("Lessee"), whose principal business address is One
Corporate Place, 55 Ferncroft Road, Danvers, Ma. 01923;
WITNESSETH:
WHEREAS, Lessor is the fee owner of a certain parcel of real
property and improvements located at Troy, 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 have entered into that certain
Net Lease Agreement dated December 23, 1997 (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
December 23, 1997 ("Occupancy Date"), plus the period ending
September 2, 1998, with the contemplated initial term hereof
ending on October 31, 2018.
(B) The first full Lease Year shall commence on the date of
this First Amendment and continue through October 31, 1999.
2. Article 4(A) of the Lease shall henceforth read as follows:
ARTICLE 4. RENT PAYMENTS
(A) Annual Rent Payable for the first, second, and third
Lease Years: Lessee shall pay to Lessor an annual Base Rent of
$511,922.67, which amount shall be payable in advance on the
first day of each month in monthly installments of $11,112.99 to
Fund XV, $11,112.99 to Fund XVII, $10,217.12 to Fund XVIII, and
$10,217.12 to Fund XIX. 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 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: CHAMPPS ENTERTAINMENT, INC.
By:/s/ Donna Deporan
Its:Vice President
STATE OF Massachusetts)
)SS.
COUNTY OF Essex )
The foregoing instrument was acknowledged before me this
27th day of August, 1998, by Donna Deporan, as VP of Champps
Entertainment, Inc. on behalf of said corporation.
/s/ Jane Blanchette
Notary Public
Remainder of page intentionally left blank
LESSOR: AEI REAL ESTATE FUND XV
LIMITED PARTNERSHIP, a
Minnesota limited partnership
By: AEI FUND MANAGEMENT 86-A, INC.,
a Minnesota corporation
By:/s/ Robert P Johnson
Robert P. Johnson, President
STATE OF MINNESOTA )
)SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me the 3rd
day of September, 1998, by Robert P. Johnson, the President of
AEI Fund Management 86-A, Inc., a Minnesota corporation,
corporate general partner of AEI Real Estate Fund XV Limited
Partnership, on behalf of said limited partnership.
/s/ Barbara J Kochevar
[notary seal] Notary Public
Remainder of page intentionally left blank
AEI REAL ESTATE FUND XVII LIMITED
PARTNERSHIP, a Minnesota limited
partnership
By: AEI FUND MANAGEMENT XVII, INC.,
a Minnesota corporation
By: /s/ Robert P Johsnon
Robert P. Johnson, President
STATE OF MINNESOTA )
)SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me the 3rd
day of September, 1998, by Robert P. Johnson, the President of
AEI Fund Management XVII, Inc., a Minnesota corporation,
corporate general partner of AEI Real Estate Fund XVII Limited
Partnership, on behalf of said limited partnership.
/s/ Barbara J Kochevar
[notary seal] Notary Public
Remainder of page intentionally left blank
AEI REAL ESTATE FUND XVIII LIMITED
PARTNERSHIP, a Minnesota limited
partnership
By: AEI FUND MANAGEMENT XVIII, INC., a
Minnesota corporation
By:/s/ Robert P Johnson
Robert P. Johnson, President
STATE OF MINNESOTA )
)SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me the 3rd
day of September, 1998, by Robert P. Johnson, the President of
AEI Fund Management XVIII, Inc., a Minnesota corporation,
corporate general partner of AEI Real Estate Fund XVIII Limited
Partnership, on behalf of said limited partnership.
/s/ Barbara J Kochevar
[notary seal] Notary Public
Remainder of page intentionally left blank
AEI NET LEASE INCOME & GROWTH FUND XIX
LIMITED PARTNERSHIP, a Minnesota limited
partnership
By: AEI FUND MANAGEMENT XIX, INC.,
a Minnesota corporation
By:/s/ Robert P Johnson
Robert P. Johnson, President
STATE OF MINNESOTA )
)SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me the 3rd
day of September, 1998, by Robert P. Johnson, the President of
AEI Fund Management XIX, Inc., a Minnesota corporation, corporate
general partner of AEI Net Lease Income & Growth Fund XIX Limited
Partnership, on behalf of said limited partnership.
/s/ Barbara J Kochevar
[notary seal] Notary Public
Remainder of page intentionally left blank
Exhibit A
Lot 1, Big Beaver Park Condominium, a condominium, created by
Master Deed dated August 12, 1997, and recorded in Oakland County
Recorder's Office in Liver 17559, Page 647, Oakland County,
Michigan.
FIRST AMENDMENT TO NET LEASE AGREEMENT
THIS AMENDMENT TO NET LEASE AGREEMENT, made and entered
into effective as of the 3rd day of September, 1998, by and
between AEI Real Estate Fund XVII Limited Partnership ( "Fund
XVII"), a Minnesota limited partnership, whose corporate general
partner is AEI Fund Management XVII, Inc., whose principal
business address is 1300 Minnesota World Trade Center, 30 East
Seventh Street, St. Paul, Minnesota 55101 ("Lessor"), and Timber
Lodge Steakhouse, Inc., a Minnesota corporation ("Lessee"), whose
principal business address is 4021 Vernon Avenue South,
Minneapolis, Minnesota;
WITNESSETH:
WHEREAS, Lessor is the fee owner of a certain parcel of real
property and improvements located at Rochester, Minnesota, 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 January 15, 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
September 3, 1998, plus the period commencing January 15, 1998
("Occupancy Date") through September 2, 1998, with the
contemplated initial term hereof ending on October 31, 2018.
(B) The first full Lease Year shall commence on the date of
this First Amendment and continue through October 31, 1999.
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
$198,363.52, which amount shall be payable in advance on the
first day of each month in equal monthly installments of
$16,530.29 to Fund XVII. 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 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.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, Lessor and Lessee have respectively signed
and sealed this Lease as of the day and year first above written.
LESSEE: TIMBER LODGE STEAKHOUSE, INC.
By:/s/ Peter Bedzyk
Its: President
STATE OF MINNESOTA )
)SS.
COUNTY OF Hennepin)
The foregoing instrument was acknowledged before me this
25th day of August, 1998, by Peter Bedzyk, as President of Timber
Lodge Steakhouse, Inc. on behalf of said corporation.
[notary seal] /s/ Janine M Pacholke
Notary Public
[Remainder of page intentionally left blank]
LESSOR: AEI REAL ESTATE FUND XVII LIMITED
PARTNERSHIP, a Minnesota limited
partnership
By: AEI FUND MANAGEMENT XVII, INC., a
Minnesota corporation
By: /s/ Robert P Johnson
Robert P. Johnson, President
STATE OF MINNESOTA )
)SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me the 3rd
day of September, 1998, by Robert P. Johnson, the President of
AEI Fund Management XVII, Inc., a Minnesota corporation,
corporate general partner of AEI Real Estate Fund XVII Limited
Partnership, on behalf of said limited partnership.
[notary seal] /s/ Barbara J Kochevar
Notary Public
[Remainder of page intentionally left blank]
EXHIBIT "A"
LOT 2, BLOCK 1, COMMONWEAL FIRST SUBDIVISION, ACCORDING TO THE
PLAT THEREOF ON FILE AT THE COUNTY RECORDER'S OFFICE, OLMSTEAD
COUNTY, MINNESOTA
