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) November 6, 1996
AEI NET LEASE INCOME & GROWTH FUND XIX
LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
State of Minnesota
(State or other Jurisdiction of Incorporation or
Organization)
0-19838 41-1677062
(Commission File Number) (I.R.S. Employer
Identification No.)
1300 Minnesota World Trade Center, St. Paul, Minnesota 55101
(Address of Principal Executive Offices)
(612) 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 November 6, 1996, AEI Net Lease Income & Growth
Fund XIX Limited Partnership sold a Taco Cabana restaurant
in Round Rock, Texas. The property was sold for $1,057,680,
$397,680 in cash and a $660,000 Promissory Note. The
purchaser will attempt to use their best efforts to obtain
third party financing to satisfy the Note by May 1, 1997.
If not paid sooner, the entire unpaid principal and interest
is due October 1, 2005. The Note bears interest at a 9%
rate until May 1, 1997, then the rate increases to 12%. The
property was sold to Tom Bibleheimer and John Schulz, who
are not affiliated with the Partnership. The Partnership
received net sale proceeds of approximately $975,000, which
resulted in a net gain of approximately $275,000.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. -
Not Applicable.
(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 sold the property
on September 30, 1996, the Partnership's
Investments in Real Estate would have been
reduced by $702,850, its Current Assets (cash
and receivables) would have been increased by
approximately $359,811, its Long-Term
Receivable would have been increased by
$614,785, and Partner's Capital would have
increased by $271,746.
The Total Income for the Partnership would
have decreased from $2,282,282 to $2,246,690
for the year ended December 31, 1995 and from
$1,825,288 to $1,797,893 for nine months ended
September 30, 1996 if the Partnership
consummated the sale at the beginning of those
periods. The decrease is attributable to the
Rental Income the Partnership would not have
received from the property of $105,768 and
$79,326, partially offset by an increase of
Investment Income of approximately $70,176 and
$51,931 for the year ended December 31, 1995
and the nine months ended September 30, 1996,
respectively.
Depreciation Expense would have decreased by
$20,827 and $15,620 for the year ended
December 31, 1995 and the nine months ended
September 30, 1996, respectively.
The net effect of these pro forma adjustments
would have caused Net Income to decrease from
$2,278,555 to $2,263,790 and from $1,149,577
to $1,137,802, which would have resulted in
Net Income of $105.99 and $53.33 per Limited
Partnership Unit outstanding for the year
ended December 31, 1995 and the nine months
ended September 30, 1996, respectively.
(c) Exhibits
Exhibit 10.1 - Purchase Agreement dated July 16, 1996
between the Partnership and Tom
Bibleheimer relating to the property
at 2101 S. IH-35, Round Rock, Texas
(incorporated by reference to Exhibit
10.5 of Form 10-QSB filed with the
Commission on August 12, 1996).
Exhibit 10.2 - Promissory Note dated November 6, 1996
between the Partnership, John Schulz
and Tom Bibleheimer relating to the
property at 2101 S. IH-35, Round
Rock, Texas (incorporated by
reference to Exhibit 10.3 of Form
10-QSB filed with the Commission
on November 14, 1996).
Exhibit 10.3 - Assignment and Assumption of Lease
dated November 6, 1996 between the
Partnership, John Schulz and Tom
Bibleheimer relating to the property
at 2101 S. IH-35, Round Rock, Texas
(incorporated by reference to
Exhibit 10.4 of Form 10-QSB filed
with the Commission on November
14, 1996).
Exhibit 10.4 - Deed of Trust and Security Agreement
and Fixture Financing Statement and
Assignment of Rent and Leases dated
November 6, 1996 between the Partnership,
John Schulz and Tom Bibleheimer
relating to the property at 2101
S. IH-35, Round Rock, Texas
(incorporated by reference to
Exhibit 10.5 of Form 10-QSB filed
with the Commission on November
14, 1996).
Exhibit 10.5 - Subordination Non-Disturbance and
Attornment Agreement dated November
6, 1996 between the Partnership,
John Schulz and Tom Bibleheimer
relating to the property at 2101
S. IH-35, Round Rock, Texas
(incorporated by reference to
Exhibit 10.6 of Form 10-QSB filed
with the Commission on November
14, 1996).
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 NET LEASE INCOME & GROWTH FUND XIX
LIMITED PARTNERSHIP
By: AEI Fund Management XIX, Inc.
Its: Managing General Partner
Date: November 19, 1996 /s/ Mark E. Larson
By: Mark E. Larson
Its Chief Financial Officer
