UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 6, 2008
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
State of Minnesota 000-24003 41-1848181
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
30 East 7th Street, Suite 1300, 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)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c))
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 6, 2008, the Partnership purchased a 33%
interest in a Best Buy store in Lake Geneva, Wisconsin for
$1,991,220 from Ryan Companies US, Inc., an unrelated third
party. The property is leased to Best Buy Stores, L.P. under a
Lease Agreement with a remaining primary term of 10.3 years. The
Lease may be renewed by the tenant for up to four consecutive
terms of five years each. The Lease requires an initial annual
rent of $144,325 for the 33% interest, which will increase every
five years by approximately 3.4%. The Lease is a net lease under
which the tenant is responsible for real estate taxes, insurance,
maintenance, repairs and operating expenses of the property. The
only exceptions are the Company is responsible for repairs to the
structural components of the building, roof, and parking lot and
replacement of HVAC, electrical, plumbing and other similar
systems for the building. The remaining interests in the
property were purchased by AEI Income & Growth Fund 24 LLC and
AEI Income & Growth Fund 27 LLC, affiliates of the Partnership.
The Partnership purchased the property with cash received
from the sale of property. The store was constructed in 2008 and
is a 30,376 square foot building situated on approximately 3.8
acres of land. The freestanding retail store is located at 700
North Edwards Boulevard, Lake Geneva, Wisconsin.
Best Buy Stores, L.P., a wholly owned subsidiary of Best
Buy, Inc. ("BBY"), owns the fixed assets, inventory and
receivables associated with BBY stores located in the United
States. As the parent company of the tenant, BBY does not
guarantee the lease and is not responsible for any lease
obligations. BBY, headquartered near Minneapolis, sells consumer
electronics, home-office products, entertainment software,
appliances and related services through more than 1,200 retail
stores across the United States, throughout Canada, and in China.
For the fiscal year ended March 1, 2008, Best Buy reported a net
worth of approximately $4.5 billion, revenue of approximately
$40.0 billion and net income of approximately $1.4 billion. Best
Buy is a public company whose stock is traded on the New York
Stock Exchange under the symbol BBY and files reports with the
SEC that are available on-line at the SEC's web site
(www.sec.gov).
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired - Because
the property acquired is subject to a net lease and
represents less than 20% of the total assets of the
Partnership as of December 31, 2007, no financial
statements are required.
(b) Pro forma financial information - A limited number of
pro forma adjustments are required to illustrate the
effects of the above transaction on the Partnership's
balance sheet and income statement. The following
narrative description is furnished in lieu of the pro
forma statements:
Assuming the Partnership had acquired the property on
January 1, 2007, the Partnership's Investments in Real
Estate would have increased by $1,991,220 and its
Current Assets (cash) would have decreased by
$1,991,220.
For the year ended December 31, 2007, Income from
Continuing Operations would have increased $73,653,
representing an increase in rental income of $144,325
and an increase in depreciation expense of $70,672.
For the six months ended June 30, 2008, Income from
Continuing Operations would have increased $36,827,
representing an increase in rental income of $72,163
and an increase in depreciation expense of $35,336.
The net effect of these pro forma adjustments would
have caused Net Income to increase from $574,574 to
$648,227 and from $958,474 to $995,301, which would
have resulted in Net Income of $39.69 and $61.80 per
Limited Partnership Unit outstanding for the year ended
December 31, 2007 and the six months ended June 30,
2008, respectively.
(c) Shell company transactions - Not Applicable.
(d) Exhibits.
Exhibit 10.1 - Assignment and Assumption of Purchase
and Sale Agreement dated August 7, 2008 between the
Partnership, AEI Income & Growth Fund 24 LLC, AEI
Income & Growth Fund 27 LLC and AEI Fund Management,
Inc. relating to the Property at 700 North Edwards
Boulevard, Lake Geneva, Wisconsin.
Exhibit 10.2 - Assignment and Assumption of Lease dated
October 6, 2008 between the Partnership, AEI Income &
Growth Fund 24 LLC, AEI Income & Growth Fund 27 LLC and
Ryan Companies US, Inc. relating to the Property at 700
North Edwards Boulevard, Lake Geneva, Wisconsin.
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: October 10, 2008 /s/Patrick W Keene
By: Patrick W. Keene
Its: Chief Financial Officer