<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

[X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.


[ ]   TRANSITION REPORT UNDER SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934.

               COMMISSION FILE NUMBER: 0-16835 (FORMERLY 33-12125)

                      ------------------------------------

                         SOUTHEAST ACQUISITIONS I, L.P.

                      ------------------------------------

------------------------------------------------------------------------------
                         (Name of issuer in its charter)

       Delaware                                  23-2454443
(State of Incorporation)      (IRS Employer Identification Organization Number)


                          3011 Armory Drive, Suite 310
                           Nashville, Tennessee 37204
 ------------------------------------------------------------------------------
                    (Address of principal executive offices)
 ------------------------------------------------------------------------------

           Issuer's telephone no., including area code: (615) 833-8716


           Securities registered pursuant to Section 12(b) of the Act.

                           Name of each exchange: None
             Title of each Class on which registered: Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:
                    Limited Partnership Units $1,000 Per Unit
 ------------------------------------------------------------------------------

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past ninety (90) days.
Yes [X]  No [ ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is not contained in this form, and no disclosure will be contained, to the best
of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [X]  No [ ]


<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                         <C>
PART I.

ITEM I.         BUSINESS.................................................................................   1

                Background ..............................................................................   1
                Material Recent Developments.............................................................   1
                Employees................................................................................   1
                Competition..............................................................................   2
                Trademarks and Patents...................................................................   2

ITEM 2.        PROPERTY..................................................................................   2

ITEM 3.        LEGAL PROCEEDINGS.........................................................................   2

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................   2


PART II.

ITEM 5.        MARKET FOR THE PARTNERSHIP'S UNITS OF LIMITED PARTNERSHIP
               INTEREST AND RELATED SECURITY HOLDER MATTERS..............................................   3

ITEM 6.        SELECTED FINANCIAL DATA...................................................................   3
               SELECTED QUARTERLY FINANCIAL DATA.........................................................   4

ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS.................................................................   4
               Background................................................................................   4
               Results of Operations.....................................................................   4
               2000 Compared to 1999.....................................................................   4
               1999 Compared to 1998.....................................................................   5
               Liquidity and Capital Resources...........................................................   5
               Year 2000 Compliance......................................................................   5

ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............................................   5

ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
               AND FINANCIAL DISCLOSURE..................................................................   5

PART III.

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP........................................   6

ITEM 11.      EXECUTIVE COMPENSATION.....................................................................   7

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.............................   7
              Security Ownership of Management...........................................................   7
              Changes in Control.........................................................................   7

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............................................   7
</TABLE>


                                       i


<PAGE>   3


<TABLE>
PART IV.

<S>                                                                                                         <C>
ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                      FORM 8-K...........................................................................   8
                            (a)     Index to Financial Statements........................................   8
                            (b)     Reports on Form 8-K..................................................   8
                            (c)     Exhibits (numbered in accordance with Item 601 of Regulation S-K)....   8

SIGNATURES
</TABLE>


                                       ii


<PAGE>   4


                                     PART I

ITEM 1.           BUSINESS

Background

                  Southeast Acquisitions I, L.P. (the "Partnership") was formed
on December 5, 1986, as a Delaware limited partnership. On January 2, 1987, the
Partnership acquired 202.72 acres of unimproved land (the "Property") near
Columbia, South Carolina. The Partnership's primary business objective is to
realize appreciation in the value of the Property by holding the Property for
investment and eventual sale, although there is no assurance that this will be
attained. The Partnership terminated on December 31, 2000. There are currently
no plans to extend the term of the Partnership. Since there is land remaining at
December 31, 2000, the current General Partner will continue to run operations
through the liquidation mode.

                  The Partnership's public offering of 4,225 units of limited
partnership interest ("Units") commenced on May 14, 1987 and terminated on June
5, 1987. As of the close of the offering, the Partnership had raised $4,225,000
through the sale of the 4,225 Units.

                  The Partnership has been marketing the Property and expects
that it will dispose of the Property as conditions warrant. The remaining
portion of the Property may be sold in a single sale or divided into parcels
which will be sold separately. The timing and manner of sale will be determined
by Southern Management Group, LLC, the General Partner of the Partnership. The
General Partner generally has the right to sell the Property, or portions
thereof, without the consent of the Limited Partners. The Partnership Agreement
provides, however, that a majority in interest of the Limited Partners must
consent to the sale or disposition at one time of 60% or more of the real estate
acreage held by the Partnership as of September 22, 1997, unless the sale or
disposition is being made in connection with the liquidation of the Partnership
pursuant to the Partnership Agreement or the net proceeds of the sale, when
distributed in accordance with the Partnership Agreement, will be sufficient to
provide the Limited Partners with distributions equal to the acquisition cost of
the assets sold.

                  The General Partner believes that the Partnership's cash
reserves will be sufficient to last through the liquidation mode assuming no
significant increases in expenses. However, if the reserves are exhausted and
the Partnership is unable to borrow funds, the Partnership may have to sell the
Property on unfavorable terms.

                  At a special meeting of the Limited Partners held on November
6, 1997, the Partnership Agreement was amended to (i) extend the term of the
Partnership from its original expiration date of December 31, 1997 to December
31, 2000; (ii) substitute Southern Management Group, LLC for Southeast
Acquisitions, Inc. as the general partner of the Partnership; (iii) authorize
new commissions and new management fees for the new General Partner; (iv) give
the new General Partner the exclusive right to sell Partnership property; and
(v) modify the Partnership Agreement to require that a majority in interest of
the Limited Partners must consent to the sale or disposition at one time of 60%
or more of the real estate acreage held by the Partnership as of September 22,
1997 unless the sale or disposition is being made in connection with the
liquidation of the Partnership pursuant to the Partnership Agreement or the net
proceeds of the sale, when distributed in accordance with the Partnership
Agreement, will be sufficient to provide the Limited Partners with distributions
equal to the acquisition cost of the assets sold.

                  Material Recent Developments

                  There have been no sales nor any meaningful offers received on
the Property during 2000. The Property has been listed through an agreement with
a Columbia agent, Colliers Keenan. Subsequent to the year ended December 31,
2000, the Partnership has received an independent offer to purchase all of the
remaining land for $2,000,000. This sale is expected to close by May, 2001.

                  Employees

                  The Partnership presently has no employees. The General
Partner manages and controls the affairs of the Partnership. (See Part III, Item
10, Directors and Executive Officers of the Partnership).


                                       1
<PAGE>   5


                  Competition

                  The General Partner believes that there is significant direct
competition within a five-mile radius of the Property. The Property consists of
approximately 186 acres of undeveloped land situated in the southwest quadrant
of the intersection of Interstate 77 ("I-77") and Killian Road. Killian Road is
one of only three interchanges with I-77 in the Columbia standard metropolitan
statistical area.

                  Undeveloped land intended for industrial use is abundant in
northern Richland County. The South Carolina Department of Commerce has provided
information showing about 5,000 acres of available industrial sites in the I-77
Business Corridor, all of which are within five miles of the Partnership's
Property. These include sites known as Barnett, IBM, Sony, and Northpoint
Business Park. Many of these sites have rail, internal roads and all utilities.
There have been very few completed sales since 1997. Thus, competitive
conditions remain abundant.

                  The former general partner was marketing the Property and in
March of 1996 the Property was designated as part of the State of South
Carolina's Enterprise Zone. This designation is at least partially the result of
numerous conversations with the Department of Commerce during 1996. By being
awarded this designation, it means that special tax and other incentives will be
available to industrial users who locate on the Partnership's Property.

                  Trademarks and Patents

                  The Partnership has no trademarks or patents.

ITEM 2.           PROPERTY

                  Other than the approximately 186 acres of undeveloped land
discussed above, the partnership owns no other properties.

                  During 1996, management of the prior general partner
commissioned an appraisal of the Property in an ongoing effort to assess its
current market value and the best ways to market and sell the Property. The
appraiser evaluated a bulk sale of the Property, assuming a phased sell out of
the land, which resulted in a value as of September 30, 1996 of $2,800,000
($13,800 per acre).

                  The findings of the appraiser were then supported by the
information gathered as a result of the former general partner's conversations
and meetings with the appraiser, brokers, developers in the area and the South
Carolina Department of Commerce.

                  A write-down of the Property of $457,996 was recognized during
the last quarter of the year ended December 31, 2000. The December 31, 2000
carrying value was based on a pending contract for the sale of all of the
Property, less cost to sell, estimated at 10% of fair value.

ITEM 3.  LEGAL PROCEEDINGS

                  The Partnership is not directly a party to, nor is the
Partnership's Property directly the subject of, any material legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  There were no matters submitted to a vote of security holders
in 2000.


                                       2
<PAGE>   6


                                     PART II

 ITEM 5.          MARKET FOR THE PARTNERSHIP'S UNITS OF LIMITED PARTNERSHIP
                  INTEREST AND RELATED SECURITY HOLDER MATTERS

                  There is no established public trading market for the Units
and it is not anticipated that any will develop in the future. The Partnership
commenced an offering to the public on May 14, 1987 of 4,225 Units of limited
Partnership interests. The offering of $4,225,000 was fully subscribed and
terminated on June 5, 1987. As of December 31, 2000, there were 205 limited
partners in the Partnership.

ITEM 6.           SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                     For the Year         For the Year        For the Year       For the Year       For the Year
                                        Ended                Ended               Ended              Ended              Ended
                                     December 31,         December 31,        December 31,       December 31,        December 31,
                                         2000                 1999                1998               1997                1996
                                     ------------         ------------        ------------       ------------        ------------
<S>                                  <C>                  <C>                 <C>                <C>                 <C>
Operating Revenues                   $      1,029         $      1,829        $     75,540       $      3,430        $     58,856
                                     ------------         ------------        ------------       ------------        ------------
Net Income (Loss)                    $   (483,635)*       $    (24,474)       $     34,656       $    (60,155)       $   (954,284)**
                                     ------------         ------------        ------------       ------------        ------------
Net Income (Loss)
per Unit of Limited
Partnership Interest                 $    (114.47)        $      (5.79)       $       8.20       $     (14.24)       $    (255.87)
                                     ------------         ------------        ------------       ------------        ------------
Total Assets                         $  1,824,814         $  2,310,560        $  2,338,025       $  2,561,131        $  2,611,596
                                     ------------         ------------        ------------       ------------        ------------
Long Term Obligations                        None                 None                None               None                None
                                     ------------         ------------        ------------       ------------        ------------
Cash Distributions Declared per
Unit of Limited Partnership
Interest                                     None                 None        $         60               None                None
                                     ------------         ------------        ------------       ------------        ------------
</TABLE>

*        Includes a provision for loss on land of $457,996.00.

**       Includes a provision for loss on land of $996,645.00.


                                       3
<PAGE>   7

                        SELECTED QUARTERLY FINANCIAL DATA

<TABLE>
<CAPTION>
                        --------------------------------------------------------------------------------------------------------
                          For the         For the      For the      For the      For the       For the     For the      For the
                          Quarter         Quarter      Quarter      Quarter      Quarter       Quarter     Quarter      Quarter
                           Ended           Ended        Ended        Ended        Ended         Ended       Ended        Ended
                        December 31,   September 30,   June 30,    March 31,   December 31, September 30,  June 30,    March 31,
                            2000            2000         2000         2000        1999          1999        1999          1999
                        ------------   -------------   --------    ---------   ------------ -------------  -------     ---------

<S>                     <C>            <C>             <C>         <C>         <C>          <C>            <C>         <C>
Operating Revenue        $     216        $   218      $   248      $   347      $   403      $   420      $   455      $   551
                         ---------        -------      -------      -------      -------      -------      -------      -------

Gross Profit*                  N/A            N/A          N/A          N/A          N/A          N/A          N/A          N/A
                         ---------        -------      -------      -------      -------      -------      -------      -------

Net Income (Loss)
before Extra-
ordinary Items and
Cumulative Effect
of a Change in
Accounting               $(464,088)**     $(6,236)     $(7,185)     $(6,126)     $(5,501)     $(5,650)     $(6,311)     $(7,012)
                         ---------        -------      -------      -------      -------      -------      -------      -------

Net Income (Loss)***
per Unit of Limited
Partnership
Interest                 $ (109.84)       $ (1.48)     $ (1.70)     $ (1.45)     $ (1.30)     $ (1.34)     $ (1.49)     $ (1.66)
                         ---------        -------      -------      -------      -------      -------      -------      -------

Net Income
(Loss)                   $(464,088)**     $(6,236)     $(7,185)     $(6,126)     $(5,501)     $(5,650)     $(6,311)     $(7,012)
                         ---------        -------      -------      -------      -------      -------      -------      -------
</TABLE>


*        In the real estate industry, costs of sales are netted in the gain on
         sale of land and are included in operating revenues; therefore, there
         is no breakdown for gross profit.

**       Includes a provision for loss on land of $457,996.00.

***      Net income (loss) per unit of limited partnership interest for the
         first three quarters of 1999 and 2000 have been restated to conform to
         the year-end presentation.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

                  Background

                  The Partnership was formed to acquire and realize appreciation
in the Property by holding it for investment and eventual sale. However, there
can be no assurance that the Partnership's objectives will be realized.

                  Results of Operations

                  The Partnership had no operations from the date of its
formation on December 5, 1986 until January 2, 1987 when it acquired the
Property. Since its acquisition of the Property, the Partnership offered and
sold 4,225 Units of limited Partnership interests and obtained the rezoning of
the Property.

                  2000 Compared to 1999

                  The Partnership's activities for fiscal years 2000 and 1999
were primarily focused on selling the Property. During 2000, as in 1999, no
property was sold. The income for 2000 consisted only of $1,029 of interest
income compared to $1,829 of interest income in 1999. There were no
distributions during 2000 or 1999.

                  In 2000 the Partnership had $26,668 in expenses compared to
$26,303 in 1999. These expenses included $17,611 in general and administrative
fees, $8,100 in management fees, $288 in real estate taxes and $669 for
insurance. As previously mentioned in Item 2, the Partnership also recognized a
provision for loss on land of $457,996 during 2000.



                                        4
<PAGE>   8


                  1999 Compared to 1998

                  The Partnership's activities for fiscal years 1999 and 1998
were primarily focused on selling the Property. During 1999 no property was
sold, nor were any meaningful offers received, and income consisted only of
$1,829 of interest income. During 1998 the Partnership sold 16.918 acres of land
at $22,000 per acre and had interest income of $4,350. This sale resulted in a
gain of $71,190. During 1998 a distribution of $60 per Unit was made to the
Limited Partners. There were no distributions during 1999.

                  In 1999 the Partnership had $26,303 in expenses compared to
$40,884 in 1998. These expenses included $17,289 in general and administrative
fees, $8,100 in management fees, $281 in real estate taxes, $303 for insurance
and $330 for Delaware franchise and excise tax. The decrease in general and
administrative expenses from 1998 to 1999 resulted primarily from a decrease of
$14,378 for legal and accounting fees which resulted from a decreased dependency
on legal and accounting professionals for assistance in preparing Securities &
Exchange Commission reports.

                  An appraisal of the Property was commissioned by the former
general partner in 1996 since the last appraisal prior to such time was four
years old. The 1996 appraiser determined the fair value for the Property to be
$2,800,000. The prior appraiser had established a value of $4,055,000. The
former general partner reviewed the assumptions and conclusions of the appraisal
and met with the appraiser, numerous local real estate professionals, the
Central Carolina Economic Development Alliance and the South Carolina Department
of Commerce to confirm the reasonableness of the appraisal. Based upon the
results of these activities, the former general partner concluded that the 1996
appraisal was a reasonable approximation of the Property's market value at the
time. As a result, in 1996 the Partnership adjusted the carrying value of the
Property to reflect its fair value, less estimated disposition costs, in
accordance with generally accepted accounting principles for land that is held
for sale by recording a write-down of $996,645.

                  Inflation did not have a material impact on operations during
2,000, 1999 and 1998.

                  Liquidity And Capital Resources

                  Cash generated by operating activities varies from year to
year based on the level of land sale activity. The Partnership had cash reserves
of $24,814 at December 31, 2000. The General Partner believes that the
Partnership has sufficient cash reserves to cover normal partnership expenses
through the liquidation mode. However, if additional expenses are incurred, the
reserves may be inadequate to cover the Partnership's operating expenses. If the
reserves are exhausted, the Partnership may have to dispose of some of the
Property or incur indebtedness on unfavorable terms.

                  Year 2000 Compliance

                  The Partnership's operations are not dependent in any
meaningful way on computer hardware or software. The "Year 2000 Issue" generally
refers to the inability of computer software or hardware to recognize years in
more than two digits. As a result, the year 2000 would appear as "00" and may be
viewed by the computer as the year 1900. There was no effect on the
Partnership's accounting systems or the Limited Partner registration records
from the "Year 2000 Issue."

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  The Partnership's financial statements for the years ended
December 31, 2000, 1999 and 1998, together with the report of the Partnership's
independent auditors, Williams Benator & Libby, LLP, are included in this Form
10-K.

ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

                  Not Applicable.


                                        5
<PAGE>   9


                                    PART III.

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

                  The Partnership does not have any directors or officers. The
General Partner manages and controls the affairs of the Partnership and has
responsibility for all aspects of the Partnership's operations. The current
members and executive officers and directors of the General Partner are
identified and described below.

                  The General Partner is a Tennessee limited liability company
whose members are Richard W. Sorenson, who owns a 50% interest in the General
Partner and has a 51% voting right, and Southeast Venture LLC, a Tennessee
limited liability company which owns 50% and has a 49% voting right.

                  Mr. Sorenson, age 75 has over 39 years experience in several
real estate disciplines, including land acquisition and development, development
of office buildings, shopping centers, warehouses and medical facilities. All of
these activities occurred in the southeastern United States.

                  Mr. Sorenson was President of Phoenix Investment Company
("Phoenix"), a publicly owned, Atlanta based real estate development and
investment firm from 1965 to 1970. Concurrent with his employment at Phoenix, he
was President of First Atlanta Realty Fund, a publicly owned real estate
investment trust. During his tenure with the trust, he served as a Trustee of
the National Association of Real Estate Investment Trusts.

                  Following his departure from Phoenix in 1970, Mr. Sorenson
became Vice President of Cousins Properties in Atlanta, where he was responsible
for development of office buildings, shopping centers and apartments until 1971.
Until forming Southeast Venture Companies ("SV") in 1979, Mr. Sorenson was an
independent real estate developer.

                  Mr. Sorenson was co-founder of SV in 1979. In 1992,
substantially all of the assets of SV were sold to Southeast Venture
Corporation.

                  Mr. Sorenson is a graduate of the Northwestern University
Business School with a major in real estate.

                  The other member of the General Partner is Southeast Venture
LLC ("SVLLC"). The officers and key employees of SVLLC include the following:

                  Paul J. Plummer, age 51. Mr. Plummer is a registered architect
and serves as director of architectural services for SVLLC. Mr. Plummer is
responsible for facility programming, planning, master planning, facility
assessment and design. Before joining SVLLC in 1986, Mr. Plummer served as a
partner and director of design for the Nashville-based architecture and
engineering firm of Gresham, Smith and Partners. In that capacity he was
responsible for the design and planning of over 15 major projects throughout the
United States and Saudi Arabia. Mr. Plummer earned his bachelor of architecture
degree from the University of Kentucky and is a member of the American Institute
of Architects.

                  Wood S. Caldwell, age 47. Mr. Caldwell is responsible for all
site development activities on behalf of commercial and health care clients of
SVLLC, including managing all design consultants, permitting, scheduling,
budgeting and construction management. He contributes to SVLLC's development
team in the areas of land planning, zoning, permitting, engineering and
construction. Before joining SV in 1985, Mr. Caldwell served as a professional
engineer for Gresham, Smith and Partners. As the prime site design engineer for
Gresham, Smith and Partners, Mr. Caldwell produced and coordinated site
development plans for over 50 separate medical facilities in over 40 different
communities throughout the southeast. Mr. Caldwell earned his bachelor of
engineering degree from the Vanderbilt University School of Engineering.

                  Axson E. West, age 46. Mr. West serves as vice president of
brokerage services for SVLLC, specializing in office and industrial leasing,
improved property sales and land disposition for several commercial and
residential projects. Mr. West has sold real estate and real estate securities
since 1980 and, since joining SV in 1988, he has been responsible for the
disposition of land encompassing industrial, office and retail developments. He
received his bachelor of arts degree from Vanderbilt University and is a
Certified Commercial Investment Member, a designation of the Commercial
Investment Real Estate Institute.

                  Cameron W. Sorenson, age 39. Mr. Sorenson serves as director
of vertical development for SVLLC. He is primarily responsible for providing
development and project management for the clients of SVLLC. Prior to assuming
these


                                       6
<PAGE>   10


responsibilities, Mr. Sorenson was project director for two large scale
land development ventures for SVLLC. Prior to joining SV in 1987, Mr. Sorenson
was with Trust Company Bank in Atlanta, as an officer in the National Division,
managing a credit portfolio in excess of $150 million. He received his bachelor
of science degree in finance from the MacIntyre School of Business at the
University of Virginia. Cameron Sorenson is the son of Richard W. Sorenson, the
individual majority member of the General Partner.

                  Randall W. Parham, age 45. Mr. Parham is the President of
SVLLC. He is primarily responsible for property management, park and association
management and also specializes in real estate development and brokerage. Mr.
Parham is a licensed real estate broker and architect. Prior to joining SVLLC in
1998, Mr. Parham was a project manager with Gresham, Smith and Partners from
1978 to 1983 and was responsible for overall project management of project team
and project financial management. Following his departure from Gresham, Smith
and Partners, Mr. Parham joined MetroCenter Properties, Inc., an 850 acre
mixed-use development in Nashville, Tennessee. He was Vice President and was
responsible for initiation and development of new projects, land sales and lease
negotiations. In 1991 he purchased the assets of MetroCenter Properties and
formed MetroCenter Management, Inc. where he served as President through 1997.

ITEM 11.          EXECUTIVE COMPENSATION

                  During the fiscal years ended December 31, 2000 and 1999, the
Partnership did not pay compensation to any officers of the General Partner. The
Partnership paid to the General Partner management fees of $8,100 in the fiscal
years ended December 31, 2000 and 1999. See Item 13 of this report, "Certain
Relationships and Related Transactions."


ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

<TABLE>
<CAPTION>
                                                                                                            Percent
  Title of Class                      Beneficial Owner                  Beneficial Ownership                of Class
-----------------                   ---------------------               ---------------------               --------

<S>                                 <C>                                 <C>                                 <C>
Units of Limited                    F&D Development, Inc.               $250,000 representing                 5.9%
Partnership                         102 Goldeneye Drive                 250 Units of Limited
Interest                            Kiawah Island, SC 29455             Partnership Interest
</TABLE>

                  As of December 31, 2000, no other person or "group" (as that
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) was
known by the Partnership to beneficially own more than five percent of the Units
of the Partnership.

                  Security Ownership of Management

                  No individual member, or director or officer of a member, of
the General Partner nor such directors or officers as a group, owns any of the
Partnership's outstanding securities. The General Partner owns a general
partnership interest which entitles it to receive 1% of cash distributions until
the Limited Partners have received their cumulative distributions equal to a 10%
non-compounded Cumulative Annual Return of their Adjusted Capital Contribution
plus a return of their Capital Contributions as those terms are defined in the
Partnership Agreement. Thereafter, the General Partner will receive 30% of cash
distributions. The General Partner will share in taxable income to reflect cash
distributions or, to the extent there are losses, 1% of such losses.

                  Changes in Control

                  There are no arrangements known to the Partnership that would
at any subsequent date result in a change in control of the Partnership.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                  From 1987 to November 6, 1997, the Partnership Agreement
required the payment of $8,100 annually as an administration fee to the former
general partner. The cumulative amount of such fee could not exceed $64,800 and,
as of December 31, 1994, fees charged since inception amounted to $64,800. As of
November 6, 1997, the Limited Partners voted and agreed to pay the new General
Partner, Southern Management Group, LLC, a fee of $1,221 for the period November
6, 1997 through December 31, 1997 and annual fees of $8,100 from January 1, 1998
through December 31, 2000. No fees will be paid in 2001 since the Partnership
will be operating in liquidation mode.


                                       7
<PAGE>   11


                  The General Partner is entitled to receive 1% of cash
distributions until the Limited Partners have received (i) cumulative
distributions equal to a 10% Cumulative Annual Return on their Adjusted Capital
Contributions plus (ii) a return of their Capital Contributions (as those terms
are defined in the Partnership Agreement). Thereafter, the General Partner will
receive 30% of cash distributions. During 2000, 1999, and 1998 the General
Partner received no cash distributions.

                  At the special meeting of Limited Partners held on November 6,
1997, the Partnership Agreement was amended to provide that total compensation
paid to all persons, including the General Partner, for the sale of the
Partnership's Property is limited to a competitive real estate commission or
disposition fee not to exceed 10% of the contract price of the property,
provided that the General Partner or its affiliates would only be entitled to up
to 50% of any such compensation. Any such real estate commission or disposition
fee that is paid to the General Partner will reduce distributions to which it
would otherwise be entitled under the amended Partnership Agreement. In
addition, the Partnership Agreement was amended to provide that the General
Partner may act as the exclusive agent for the sale of the Property. During 2000
and 1999, the General Partner did not receive any real estate sales commissions.
During 1998, the Partnership paid a commission of $18,610 to the General Partner
in relation to the sale of land.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

<TABLE>
         <S>                                                                                     <C>
         (a)      Index to Financial Statements
                  Report of Independent Auditors                                                 F-2
                  Balance Sheets                                                                 F-3
                  Statements of Operations                                                       F-4
                  Statements of Partners' Equity (Deficit)                                       F-5
                  Statements of Cash Flows                                                       F-6
                  Notes to Financial Statements                                                  F-7

                  Schedules have been omitted because they are inappropriate,
                  not required, or the information is included elsewhere in the
                  financial statements or notes thereto.

         (b)      Reports on Form 8-K

                  No reports on Form 8-K were filed by the Partnership
                  during the fourth quarter of 2000.

         (c)      Exhibits (numbered in accordance with Item 601 of
                  Regulation S-K).
</TABLE>


<TABLE>
<CAPTION>
Exhibit Numbers                             Description                                              Page Numbers
---------------                             -----------                                              ------------

<S>                        <C>                                                                       <C>
3.1(a)                     Certificate of Limited Partnership                                              *

3.1(b) & (4)               Restated Limited Partnership Agreement                                          **

3.1(c)                     First Amendment to Restated Limited Partnership Agreement                       E-1
</TABLE>


                                       8
<PAGE>   12


<TABLE>
<S>                        <C>
9                          Not Applicable

11                         Not Applicable

12                         Not Applicable

13                         Not Applicable

16                         Not Applicable

18                         Not Applicable

19                         Not Applicable

22                         Not Applicable

24                         Not Applicable

25                         Not Applicable

27                         Financial Data Schedule (for SEC use only)

28                         Not Applicable

29                         Not Applicable
</TABLE>

*        Incorporated by reference to Exhibit 3.1 filed as part of the Exhibits
         to the Partnership's Registration Statement on Form S-18, Registration
         No. 33-12125.

*        Incorporated by reference to Exhibit 3.2 as part of the Partnership's
         Registration Statement on Form S-18, Registration No. 33-12125.


                                       9
<PAGE>   13


                                   SIGNATURES

                  Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                               SOUTHEAST ACQUISITIONS I, L.P.
                               a Delaware limited partnership

                               By:      SOUTHERN MANAGEMENT GROUP, LLC
                                        General Partner


                               By: /s/ Richard W. Sorenson
                                  --------------------------------------------
                                  RICHARD W. SORENSON
                                  President and Chief Executive Officer

                  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
      Signature                          Title                          Date
      ---------                          -----                          ----
<S>                          <C>                                        <C>
/s/ Richard W. Sorenson      President, Chief Executive Officer      3/28/2001
                             Southern Management Group, LLC
</TABLE>


                                       10


<PAGE>   14


Audited Financial Statements

SOUTHEAST ACQUISITIONS I, L.P.
(A Limited Partnership Operating in Liquidation Mode)

December 31, 2000


<TABLE>
<S>                                                                                                                  <C>
Independent Auditors' Report......................................................................................   F-2
Balance Sheets....................................................................................................   F-3
Statements of Operations..........................................................................................   F-4
Statements of Partners' Equity (Deficit)..........................................................................   F-5
Statements of Cash Flows..........................................................................................   F-6
Notes to Financial Statements.....................................................................................   F-7
</TABLE>


                                      F-1


<PAGE>   15


[WILLIAMS BENATOR & LIBBY, LLP LETTERHEAD]

                          INDEPENDENT AUDITORS' REPORT


Partners
Southeast Acquisitions I, L.P.
Nashville, Tennessee


We have audited the accompanying balance sheets of Southeast Acquisitions I,
L.P. (a limited partnership operating in liquidation mode) as of December 31,
2000 and 1999, and the related statements of operations, partners' equity
(deficit), and cash flows for the years ended December 31, 2000, 1999, and 1998.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Southeast Acquisitions I, L.P.
(a limited partnership operating in liquidation mode) as of December 31, 2000
and 1999, and the results of its operations and its cash flows for the years
ended December 31, 2000, 1999, and 1998 in conformity with generally accepted
accounting principles.

As more fully described in Note A, according to the terms of the partnership
agreement, the Partnership was scheduled to terminate on December 31, 2000 and
is continuing to operate in liquidation mode.


                                      /S/ WILLIAMS BENATOR & LIBBY LLP

Atlanta, Georgia
January 15, 2001


                                      F-2
<PAGE>   16


BALANCE SHEETS

SOUTHEAST ACQUISITIONS I, L.P.
(A Limited Partnership Operating in Liquidation Mode)

<TABLE>
<CAPTION>
                                                                                    December 31
                                                                            2000                    1999
                                                                        ------------            ------------
<S>                                                                     <C>                     <C>
ASSETS

Land held for sale--Note D                                              $  1,800,000            $  2,257,996

Cash and cash equivalents                                                     24,814                  52,564
                                                                        ------------            ------------
                                                                        $  1,824,814            $  2,310,560
                                                                        ============            ============

LIABILITIES AND PARTNERS' EQUITY

Accounts payable and accrued expenses                                   $     10,362            $     12,473

Partners' equity (deficit)--Note C
    General partner                                                          (15,498)                (10,662)
    Limited partners (4,225 units outstanding)                             1,829,950               2,308,749
                                                                        ------------            ------------
                                                                           1,814,452               2,298,087
                                                                        ------------            ------------

                                                                        $  1,824,814            $  2,310,560
                                                                        ============            ============
</TABLE>


See notes to financial statements.


                                      F-3
<PAGE>   17


STATEMENTS OF OPERATIONS

SOUTHEAST ACQUISITIONS I, L.P.
(A Limited Partnership Operating in Liquidation Mode)


<TABLE>
<CAPTION>
                                                                                        Year Ended December 31
                                                                           2000                  1999                1998
                                                                        -----------           ----------           ---------
<S>                                                                     <C>                   <C>                  <C>
Revenues:
    Gain on sale of land                                                $       -0-           $      -0-           $  71,190
    Interest and other income                                                 1,029                1,829               4,350
                                                                        -----------           ----------           ---------
                                                                              1,029                1,829              75,540

Expenses:
    General and administrative                                               17,611               17,619              32,163
    Management fee--Note B                                                    8,100                8,100               8,100
    Real estate taxes                                                           288                  281                 295
    Insurance                                                                   669                  303                 326
    Provision for loss on land--Note D                                      457,996                  -0-                 -0-
                                                                        -----------           ----------           ---------
                                                                            484,664               26,303              40,884
                                                                        -----------           ----------           ---------

Net income (loss)--Note C:
    General partner                                                          (4,836)                (245)                347
    Limited partners                                                       (478,799)             (24,229)             34,309
                                                                        -----------           ----------           ---------

                                                                        $  (483,635)          $  (24,474)          $  34,656
                                                                        ===========           ==========           =========

Net income (loss) per limited partnership unit                          $   (114.47)          $    (5.79)          $    8.20
                                                                        ===========           ==========           =========
</TABLE>

See notes to financial statements.


                                      F-4
<PAGE>   18


STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

SOUTHEAST ACQUISITIONS I, L.P.
(A Limited Partnership Operating in Liquidation Mode)

<TABLE>
<CAPTION>
                                                                         General                Limited
                                                                         Partner                Partners              Total
                                                                        ----------            ------------         ------------

<S>                                                                     <C>                   <C>                  <C>
Balance at January 1, 1998                                              $  (10,764)           $  2,554,156         $  2,543,392

Net income for the year ended December 31, 1998                                347                  34,309               34,656

Distributions ($60 per unit)                                                   -0-                (253,500)            (253,500)
                                                                        ----------            ------------         ------------

Balance at December 31, 1998                                               (10,417)              2,334,965            2,324,548

Net loss for the year ended December 31, 1999                                 (245)                (24,229)             (24,474)

Distributions ($.47 per unit)                                                  -0-                  (1,987)              (1,987)
                                                                        ----------            ------------         ------------

Balance at December 31, 1999                                               (10,662)              2,308,749            2,298,087

Net loss for the year ended December 31, 2000                               (4,836)               (478,799)            (483,635)
                                                                        ----------            ------------         ------------

Balance at December 31, 2000                                            $  (15,498)           $  1,829,950         $  1,814,452
                                                                        ==========            ============         ============
</TABLE>

See notes to financial statements.


                                      F-5
<PAGE>   19


STATEMENTS OF CASH FLOWS

SOUTHEAST ACQUISITIONS I, L.P
(A Limited Partnership Operating in Liquidation Mode)

<TABLE>
<CAPTION>
                                                                                            Year Ended December 31
                                                                             2000                    1999                   1998
                                                                          -----------             ----------             ---------
<S>                                                                       <C>                     <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                                     $  (483,635)            $  (24,474)            $  34,656
    Adjustments to reconcile net income (loss) to net cash
       (used in) provided by  operating activities:
         Provision for loss on land                                           457,996                    -0-                   -0-
         Gain on sale of land                                                     -0-                    -0-               (71,190)
         Net proceeds from sale of land                                           -0-                    -0-               333,194
         Decrease in accounts payable and
           accrued expenses                                                    (2,111)                (1,004)               (4,262)
                                                                          -----------             ----------             ---------

                                  NET CASH (USED IN) PROVIDED BY
                                            OPERATING ACTIVITIES              (27,750)               (25,478)              292,398

CASH FLOWS FROM FINANCING ACTIVITIES
    Distributions paid to limited partners                                        -0-                 (1,987)             (253,500)
                                                                          -----------             ----------             ---------

                                     (DECREASE) INCREASE IN CASH
                                            AND CASH EQUIVALENTS              (27,750)               (27,465)               38,898


Cash and cash equivalents at beginning of year                                 52,564                 80,029                41,131
                                                                          -----------             ----------             ---------

                                       CASH AND CASH EQUIVALENTS
                                                  AT END OF YEAR          $    24,814             $   52,564             $  80,029
                                                                          ===========             ==========             =========
</TABLE>


See notes to financial statements.


                                      F-6
<PAGE>   20


NOTES TO FINANCIAL STATEMENTS

SOUTHEAST ACQUISITIONS I, L.P.
(A Limited Partnership Operating in Liquidation Mode)

December 31, 2000


NOTE A--DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Southeast Acquisitions I, L.P. (a limited partnership operating in liquidation
mode) ("the Partnership") is a Delaware limited partnership that was formed to
acquire and sell undeveloped land. The Partnership was formed during December
1986 and received equity contributions totaling $4,225,000 through the sale of
4,225 limited partnership units during 1987. The Partnership was originally
scheduled to terminate on December 31, 1997. However, during November 1997,
concurrent with the replacement of the previous general partner, the term of the
Partnership was extended to December 31, 2000. It is the intention of the
general partner to operate in liquidation mode until all of the Partnership's
land is sold. At December 31, 2000, there were no adjustments necessary to
present the financial statements on a liquidation basis.

During 1987, the Partnership purchased approximately 203 acres of undeveloped
land near Columbia, South Carolina, which is being marketed for sale. During
1998, the Partnership sold approximately 17 acres. There were no sales of land
during the years ended December 31, 2000 and 1999. At December 31, 2000, the
land consisted of approximately 186 acres.

The following accounting policies are presented to assist the reader in
understanding the Partnership's financial statements:

Basis of Accounting: The Partnership maintains its accounting records on the
accrual basis of accounting. Sales of land are recognized upon the closing of an
enforceable sales contract and upon the Partnership's full execution of its
obligations under the contract.

Land Held for Sale: Land held for sale is carried at the lower of cost or fair
value less estimated cost to sell. The Partnership's land is carried net of a
write-down of $457,996 that was recognized during the last quarter of the year
ended December 31, 2000 and net of the remaining portion of an original
write-down of $996,645 that was recognized during the year ended December 31,
1996. At December 31, 2000, the carrying value was based on a pending contract
for the sale of all of the land, less cost to sell, estimated at 10% of fair
value.

Income Taxes: Federal and state income taxes have not been provided for in the
financial statements. Under existing law, the Partnership is not treated as a
taxable entity. Rather, each partner must include his allocated share of
Partnership income, loss, gain, deduction, and credit in his individual income
tax return. Write-downs of the land's carrying value that have been recorded for
financial statement purposes will not be recognized for income tax purposes
until the land is sold. At December 31, 2000 and 1999, write-downs that had not
been recognized for income tax purposes totaled $1,423,163 and $965,167,
respectively.


                                      F-7
<PAGE>   21


NOTES TO FINANCIAL STATEMENTS--Continued

SOUTHEAST ACQUISITIONS I, L.P.
(A Limited Partnership Operating in Liquidation Mode)


NOTE A--DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES--Continued

Estimates: The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Cash Equivalents: For purposes of reporting cash flows, the Partnership
considers all demand deposits and highly liquid investments purchased with an
original maturity of three months or less which can be readily converted to cash
on demand, without penalty, to be cash equivalents.

NOTE B--RELATED PARTY TRANSACTIONS

During each of the years ended December 31, 2000, 1999 and 1998, the Partnership
paid management fees of $8,100 to the general partner, as provided for in the
amendment to the partnership agreement that was adopted during November 1997. No
management fees will be paid during 2001 since the Partnership will be operating
in liquidation mode.

The Partnership agreement provides for reimbursement of expenses incurred by the
general partner related to the administration and operation of the Partnership.
During the years ended December 31, 2000, 1999 and 1998, reimbursements to the
general partner's members and related companies totaled $1,325, $1,241, and
$7,693, respectively.

During the year ended December 31, 1998, the Partnership paid a commission to
the general partner of $18,610 related to the sale of land, as provided for in
the amended partnership agreement.


                                      F-8
<PAGE>   22


NOTES TO FINANCIAL STATEMENTS--Continued

SOUTHEAST ACQUISITIONS I, L.P.
(A Limited Partnership Operating in Liquidation Mode)


NOTE C--PARTNERSHIP AGREEMENT

In accordance with the partnership agreement (as amended in November 1997), cash
distributions and Partnership profits and losses are to be allocated as follows:

(a)      Except for distributions in connection with the liquidation of the
         Partnership, cash distributions are to be allocated 1% to the general
         partner and 99% to the limited partners, in proportion to their units,
         until the limited partners have received distributions equal to a 10%
         noncompounded cumulative annual return on their adjusted capital
         contributions, as defined ($5,483,471 at December 31, 2000). After the
         10% cumulative return has been satisfied, cash distributions are to be
         allocated 1% to the general partner and 99% to the return of the
         limited partners' capital contributions, in proportion to their units
         ($4,225,000 at December 31, 2000). Any subsequent cash distributions
         are to be allocated 30% to the general partner and 70% to the limited
         partners in proportion to their units. Amounts distributed in
         connection with the liquidation of the Partnership are to be
         distributed in accordance with each partner's adjusted capital account
         as defined in the partnership agreement.

(b)      Profits and losses are to be allocated as provided in the partnership
         agreement. Generally, profits will be allocated to reflect cash
         distributions or to offset any negative balances in the partners'
         capital accounts. Losses will generally be allocated 99% to the limited
         partners, in proportion to their units, and 1% to the general partner,
         or to reduce any positive account balances in the partners' capital
         accounts. In no event will the general partner be allocated less than
         1% of the profits or losses for any year.

Upon dissolution and termination of the Partnership, the general partner is
required to contribute to the capital of the Partnership the lesser of any
negative amount of its capital account, as defined, or 1.01% of the capital
contributions made by the limited partners. Any amount so contributed will be
distributed to the limited partners in proportion to their positive capital
account balances. If, upon dissolution and termination of the Partnership, the
limited partners do not receive distributions which cumulatively total their
initial capital contributions plus a 10% noncompounded cumulative annual return,
the general partner will be required to contribute to the capital of the
Partnership an amount equal to the lesser of cumulative distributions to the
general partner or the amount necessary to provide the limited partners with a
return of their initial capital contribution plus the 10% noncompounded
cumulative annual return.



                                      F-9
<PAGE>   23


NOTES TO FINANCIAL STATEMENTS--Continued

SOUTHEAST ACQUISITIONS I, L.P.
(A Limited Partnership Operating in Liquidation Mode)

NOTE C--PARTNERSHIP AGREEMENT--Continued

No distributions were paid during the year ended December 31, 2000. During the
years ended December 31, 1999 and 1998, the Partnership paid distributions
against the limited partners' cumulative annual return in accordance with the
partnership agreement of $1,987 and $253,500, respectively.

Total compensation paid to all persons, including the general partner, upon sale
of the Partnership's property, is limited to a competitive real estate
commission or disposition fee not to exceed 10% of the contract price. The
general partner or its affiliates are entitled to receive up to 50% of any such
compensation. Any such commission or disposition fee paid to the general partner
would reduce any distribution that it would otherwise be entitled to pursuant to
the partnership agreement. The general partner or an affiliate may be given the
exclusive right to sell the property.

NOTE D--SUMMARY OF PROPERTY AND ACTIVITY

At December 31, 2000, land consisted of the following:

<TABLE>
<CAPTION>
            Description                          Initial Cost            Carrying Amount           Date Acquired
--------------------------------                 ------------            ---------------           -------------

<S>                                              <C>                     <C>                       <C>
185.802 acres of unimproved land
    near Columbia, South Carolina                $3,223,163                $1,800,000               January 1987
                                                 ==========                ==========
</TABLE>


There were no liens on the land as of December 31, 2000. At December 31, 2000,
the aggregate carrying value of the land for income tax purposes was $3,223,163.
The difference between the carrying value for financial statement purposes and
income tax purposes resulted from write-downs that were recorded for financial
statement purposes as more fully described in Note A.

During the year ended December 31, 2000, a provision for loss on land was
recorded in the amount of $457,996. This amount was recorded based on a pending
contract for the sale of all of the remaining acreage.


                                      F-10
<PAGE>   24


NOTES TO FINANCIAL STATEMENTS--Continued

SOUTHEAST ACQUISITIONS I, L.P.
(A Limited Partnership Operating in Liquidation Mode)

NOTE D--SUMMARY OF PROPERTY AND ACTIVITY--Continued

Land activity during the years ended December 31, 1998, 1999 and 2000 consisted
of the following:

<TABLE>
<S>                                                                               <C>
Balance at January 1, 1998                                                        $   2,520,000
Additions                                                                                   -0-
Deductions--cost of land sold                                                          (262,004)
                                                                                  -------------

Balance at December 31, 1998                                                          2,257,996
Additions                                                                                   -0-
Deductions--cost of land sold                                                               -0-
                                                                                  -------------

Balance at December 31, 1999                                                          2,257,996

Additions                                                                                   -0-
Write-down to lower of cost or fair market
    value, less estimated cost to sell                                                 (457,996)
                                                                                  -------------

Balance at December 31, 2000                                                      $   1,800,000
                                                                                  =============
</TABLE>



                                      F-11