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) December 23, 1997
AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
State of Minnesota
(State or other Jurisdiction of Incorporation or
Organization)
33-85076C 41-1789725
(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 December 23,1997, the Partnership purchased a
newly constructed Champps Americana restaurant in San Antonio,
Texas from Champps Entertainment of Texas, Inc. The total cash
purchase price of the land and building was approximately
$2,753,700. Champps Entertainment of Texas, 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, 1996, the
Partnership's Investments in Real Estate would
have been increased by $2,753,700 and its
Current Assets (cash) would have been
decreased by approximately $2,753,700 at
December 31, 1996 and September 30, 1997.
The Total Income for the Partnership would
have increased from $1,341,753 to $1,637,776
for the year ended December 31, 1996 and from
$1,098,273 to $1,320,290 for nine months ended
September 30, 1997 if the Partnership had owned
the property during the periods.
Depreciation Expense would have increased by
$74,016 and 55,512 for the year ended December
31, 1996 and the nine months ended September 30,
1997, respectively.
The net effect of these pro forma adjustments
would have caused Net Income to increase from
$912,232 to $1,134,239, and from $703,500
to $870,005, which would have resulted
in Net Income of $64.39 and $35.96 per Limited
Partnership Unit outstanding for the year
ended December 31, 1996 and the nine months ended
September 30, 1997, respectively.
(c) Exhibits
Exhibit 10.1 - Net Lease Agreement
dated March 14, 1997 between the
Partnership and Champps
Entertainment of Texas, Inc.
relating to the property at 11440
Interstate Highway 10, San
Antonio, Texas (incorporated by
reference to Exhibit 10.2 of Form
8-K filed with the Commission on
on March 25, 1997.)
Exhibit 10.2 - First Amendment to Net
Lease Agreement dated December 23,
1997 between the Partnership and
Champps Entertainment of Texas, Inc.
relating to the property at 11440
Interstate Highway 10, San
Antonio, Texas.
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 XXI LIMITED PARTNERSHIP
By: AEI Fund Management XXI, Inc.
Its: Managing General Partner
Date: January 5, 1998 /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 23 day of December, 1997, by and between AEI INCOME & GROWTH FUND XXI
LIMITED PARTNERSHIP (hereinafter, "Fund XXI"), 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 ("Lessor"), and
Champps Entertainment of Texas, Inc., a Texas 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 Huebner Oaks, San Antonio, Texas, 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 March 14, 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 March 14, 1997
("Occupancy Date"), plus the period ending December 31, 1997, with the
contemplated initial term hereof ending on December 31, 2017.
(B) The first full Lease Year shall commence on the date of this
First Amendment and continue through December 31, 1998.
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 $296,022.75,
which amount shall be payable in advance on the first day of each
month in equal monthly installments of $24,668.56 to Fund XXI. 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 OF TEXAS, INC.
By: /s/ Charles W Redepenning
Its: Sr VP
STATE OF Massachusetts )
)SS.
COUNTY OF Essex )
The foregoing instrument was acknowledged before me this 17th day
of December, 1997, by Charles W Redepenning as Sr VP of Champps
Entertainment of Texas, Inc. on behalf of said corporation.
/s/ Jackie Blanchette
Notary Public
Remainder of page intentionally left blank
LESSOR: AEI INCOME & GROWTH FUND XXI
LIMITED PARTNERSHIP, a Minnesota limited
partnership
By: AEI FUND MANAGEMENT XXI, 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 23 day
of December, 1997, by Robert P. Johnson, the President of AEI Fund
Management XXI, Inc., a Minnesota corporation, corporate general
partner of AEI Income & Growth Fund XXI Limited Partnership,
on behalf of said limited partnership.
Notary Public
/s/ Michael B Daugherty
[notary seal]
