8-K 1 tc198k.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) March 13, 2009 AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) State of Minnesota 000-19838 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 March 13, 2009, the Partnership sold a Taco Cabana restaurant in San Antonio, Texas to the Thorsen Living Trust, an unrelated third party. The Partnership received net cash proceeds of approximately $1,266,000 for the property, which resulted in a net gain of approximately $426,300. 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, 2007: The Partnership's Investments in Real Estate would have been reduced by $871,075 and its Current Assets (cash) would have increased by $1,266,000 and Partners' Capital would have increased by $394,925. For the year ended December 31, 2007, Income from Continuing Operations would have decreased $96,204, representing a decrease in rental income of $115,000, a decrease in depreciation expense of $17,920 and a decrease in property management expenses of $876. For the nine months ended September 30, 2008, Income from Discontinued Operations would have decreased $71,907, representing a decrease in rental income of $86,250, a decrease in depreciation expense of $13,440 and a decrease in property management expenses of $903. The net effect of these pro forma adjustments would have caused Net Income to decrease from $2,387,757 to $2,291,553 and from $986,218 to $914,311, which would have resulted in Net Income of $110.60 and $43.93 per Limited Partnership Unit outstanding for the year ended December 31, 2007 and the nine months ended September 30, 2008, respectively. (c) Shell company transactions - Not Applicable. (d) Exhibits. Exhibit 10.1 - Purchase Agreement dated February 10, 2009 between the Partnership and the Thorsen Living Trust relating to the Property at 6040 Bandera Road, 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 NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP By: AEI Fund Management XIX, Inc. Its: Managing General Partner Date: March 18, 2009 /s/ Patrick W Keene By: Patrick W. Keene Its: Chief Financial Officer