8-K 1 stow8k19.txt 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) November 15, 2005 AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) State of Minnesota 0-19838 41-1677062 (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 November 15, 2005, the Partnership sold its 50% interest in an Applebee's restaurant in Stow, Ohio to KOE LLC, an unrelated third party. The Partnership received net cash proceeds of approximately $1,820,000 for the property, which resulted in a net gain of approximately $294,500. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses acquired - Not Applicable. (b) Pro forma financial information - A limited number of pro forma 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 pro forma statements. Assuming the Partnership had sold the property on January 1, 2004: The Partnership's Investments in Real Estate would have been reduced by $1,552,129 and its Current Assets (cash) would have increased by $1,820,000 and Partner's Capital would have increased by $267,871. For the year ended December 31, 2004, Income from Continuing Operations would have decreased $56,240, representing a decrease in rental income of $80,029, a decrease in depreciation expense of $23,626 and a decrease in property management expenses of $163. For the nine months ended September 30, 2005, Income from Discontinued Operations would have decreased $61,023, representing a decrease in rental income of $90,032, a decrease in depreciation expense of $26,580 and a decrease in property management expenses of $2,429. The net effect of these pro forma adjustments would have caused Net Income to decrease from $1,067,027 to $1,010,787 and from $799,182 to $738,159, which would have resulted in Net Income of $49.20 and $36.02 per Limited Partnership Unit outstanding for the year ended December 31, 2004 and the nine months ended September 30, 2005, respectively. (c) Exhibits. Exhibit 10.1 - Purchase Agreement dated October 19, 2005 between the Partnership, AEI Real Estate Fund XVIII Limited Partnership and KOE LLC relating to the Property at 4296 Kent Road, Stow, Ohio (incorporated by reference to Exhibit 10.1 of Form 10-QSB filed November 4, 2005). 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 17, 2005 /s/ PATRICK W KEENE By: Patrick W. Keene Its: Chief Financial Officer