<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    Form 10-Q

   X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
-------   EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999.

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
-------   EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM JANUARY 1, 1999
          TO MARCH 31, 1999.



Commission File number:  0-17680 (formerly 33-20255)
                        ----------------------------

                         SOUTHEAST ACQUISITIONS II, L.P.
                         -------------------------------
                           (Exact name of registrant)

Delaware                                             23-2498841
--------                                             ----------

(State or other jurisdiction of
incorporation or organization)              (I.R.S. Employer Identification No.)

301 South Perimeter Park Drive
Nashville, Tennessee  37211
(Address of Principal Executive Offices)

Issuer's Telephone Number:  615-834-0872
                           -------------

Indicate by check mark whether the registrant (a) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 90 days. Yes  X   No 
                                      ----    ----

<PAGE>   2


PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

         The unaudited financial statements of Southeast Acquisitions II, L.P.
(the "Partnership") at March 31, 1999 are attached hereto as Exhibit A.

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations.

         Background

         The Partnership was formed to acquire, own and realize appreciation in
the following properties by holding them for investment and eventual sale (each
a "Property," collectively the "Properties"): 353 acres of undeveloped land in
Henry County, Georgia; 91 acres of undeveloped land near Greenville, South
Carolina; and l35 acres of undeveloped land in Rutherford County, Tennessee.
However, there can be no assurance that the Partnership's objectives will be
realized.

         Results of Operations for First Quarter of 1999 Compared with First
         Quarter of 1998

         The Partnership activities for the first quarter of 1999 and the first
quarter of 1998 were focused on the sale of Partnership property. During the
first quarter of 1999 the Partnership did not contract to sell any property.
There was also no property sold in the first quarter of 1998. Income during the
first quarter of 1999 consisted of interest income of $4,470 which is comparable
to $3,655 of interest earned in the first quarter of 1998.

         Expenses in the first quarter of 1999 included general and
administrative expenses of $5,186 versus $15,822 in the first quarter of 1998.
The decrease was primarily due to decreased legal and accounting charges. In
addition, the Partnership had $4,750 of management fees in the first quarter of
1999 which was the same amount that was paid in the first quarter of 1998. Real
estate taxes in the first quarter of 1999 were $5,514 compared with $10,693 in
the first quarter of 1998. This decrease was due primarily to the sale of
approximately 66 acres during 1998. There were also Delaware franchise and
excise taxes for 1998 that were expensed in the first quarter of 1999. The
Partnership was not aware of this tax liability until 1999. There will be an
additional Delaware franchise and excise tax of $100 due during the second
quarter of 1999. Insurance in the first quarter of 1999 was $192 compared with
$211 in the first quarter of 1998.

         Inflation did not have any material impact on operations during 1999
and it is not expected to materially impact future operations.


<PAGE>   3

         Liquidity and Capital Resources

         The Partnership had cash reserves of $602,953 at March 31, 1999, which
will be used to cover the following estimated annual costs: accounting $12,500,
legal $5,000, insurance $770, property taxes $22,056, management fees $19,000,
and other administrative costs $7,000. A distribution of $386,000 will be made
to the limited partners during the second quarter of 1999. In the General
Partner's opinion, the Partnership's reserves will be sufficient for an
additional two years. However, if additional expenses are incurred or if the
Properties cannot be sold within two years, 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 or all of the Properties or incur
indebtedness on unfavorable terms.

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

         None

Item 2 - Changes in Securities

         There were no changes in the Partnership's securities during the first
quarter of 1999.

Item 3 - Defaults Upon Senior Securities

         There was no default in the payment of principal, interest, a sinking
or purchase fund installment or any other default with respect to any
indebtedness of the Partnership. The Partnership has issued no preferred stock;
accordingly, there has been no arrearages or delinquencies with respect to any
such preferred stock.

Item 4 - Submission of Matters to a Vote of Security Holders

         No matters were submitted to the Partners for a vote during the first
quarter of 1999.

Item 5 - Other Information

         None

Item 6 - Exhibits and Reports on Form 8-K

         None

<PAGE>   4


Exhibits (numbered in accordance with Item 601 of Regulation S-K)

<TABLE>
<CAPTION>

Exhibit Numbers            Description                             Page Number
---------------            -----------                             -----------
<S>                        <C>                                     <C>

27                         Financial Data Schedule


</TABLE>


<PAGE>   5




                                    SIGNATURE

         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,                   May 12, 1999
Richard W. Sorenson                Southern Management          ------------
                                   Group, LLC
</TABLE>



<PAGE>   6


                                    EXHIBIT A

                          SOUTHEAST ACQUISITIONS II, LP

                                 BALANCE SHEETS


<TABLE>
<CAPTION>

                                                        MARCH 31,        DECEMBER 31,
                                                          1999              1998
                           ASSETS                      (UNAUDITED)
                                                      -------------     -------------
<S>                                                   <C>                <C>

LAND HELD FOR SALE                                    $  1,602,084       $ 1,602,084

CASH AND CASH EQUIVALENTS                                  602,953           632,129

ESCROW - SEWER CONSTRUCTION                                 88,406            88,406

PROPERTY TAX REIMBURSEMENT DUE FROM PURCHASE OF LAND             0            26,631

PREPAID INSURANCE                                              577             --

PREPAID EXPENSES                                                50             --
                                                      ------------       -----------
                                                      $  2,294,070       $ 2,349,250
                                                      ============       ===========

              LIABILITIES AND PARTNERS' EQUITY

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                 $      9,071       $    52,899

PARTNERS' EQUITY:
  GENERAL PARTNER                                           26,009            26,122
  LIMITED PARTNERS (9,650 UNITS OUTSTANDING)             2,258,990         2,270,229
                                                      ------------       -----------
                                                         2,284,999         2,296,351
                                                      ------------       -----------
                                                      $  2,294,070       $ 2,349,250
                                                      ============       ===========

</TABLE>




See notes to financial statements.


<PAGE>   7



                                    EXHIBIT A
                          SOUTHEAST ACQUISITIONS II, LP
                  STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                    FOR THE THREE MONTHS
                                                       ENDED MARCH 31
                                                  1999                1998
                                                  ----                ----
<S>                                            <C>                <C>
REVENUES:
 GAIN ON SALE OF LAND                          $      --          $    --    
 INTEREST INCOME                                     4,470              3,655
 OTHER INCOME                                           50             --
                                               -----------        -----------
                                                     4,520              3,655
                                               -----------        -----------

EXPENSES:
 GENERAL AND ADMINISTRATIVE                          5,186             15,822
 MANAGEMENT FEE                                      4,750              4,750
 REAL ESTATE TAXES                                   5,514             10,693
 INSURANCE                                             192                211
 DELAWARE FRANCHISE AND EXCISE TAX                     230              --
                                               -----------        -----------
                                                    15,872             31,476
                                               -----------        -----------
 
NET INCOME (LOSS)                                  (11,352)           (27,821)

PARTNERS' EQUITY,

 BEGINNING OF PERIOD                             2,296,351          2,466,918
                                               -----------        -----------

CAPITAL DISTRIBUTION                                  --                --

PARTNERS' EQUITY,
 END OF PERIOD                                 $ 2,284,999        $ 2,439,097
                                               ===========        ===========

WEIGHTED AVERAGE NUMBER
 OF LIMITED PARTNERSHIP
 UNITS OUTSTANDING                                   9,650              9,650
                                               ===========        ===========

INCOME (LOSS) FROM OPERATIONS
 PER LIMITED PARTNERSHIP
 INTEREST                                      $     (1.16)       $     (2.85)
                                               ===========        ===========
</TABLE>





<PAGE>   8


                                   EXHIBIT A

                          SOUTHEAST ACQUISITIONS II, LP
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          FOR THE THREE MONTHS
                                                                               ENDED MAR 31
                                                                     -------------------------------
                                                                          1999                1998
                                                                          ----                ----
<S>                                                                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 PROCEEDS FROM SALE OF LAND                                           $     --           $     --
 INTEREST INCOME RECEIVED                                                  4,470               3,655
 OTHER INCOME RECEIVED                                                        50               --
 CASH PAID FOR OPERATING EXPENSES                                        (33,695)           (178,136)
                                                                      ----------         -----------
                NET CASH USED IN
                 OPERATING ACTIVITIES                                    (29,175)           (174,481)

CASH, BEGINNING OF PERIOD                                                632,128             344,476
                                                                      ----------         -----------
CASH, END OF PERIOD                                                   $  602,953         $   169,995
                                                                      ==========         ===========

RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:

  NET LOSS                                                            $  (11,352)        $   (27,821)
  ADJUSTMENTS TO RECONCILE NET LOSS
   TO NET CASH USED IN
   OPERATING ACTIVITIES:

                DECREASE IN ACCOUNTS PAYABLE AND ACCRUED EXPENSES        (43,828)            (33,073)
                INCREASE IN PREPAID EXPENSES                                (626)               (633)
                DECREASE IN PAYABLE TO AFFILIATE                            --               (13,954)
                DECREASE IN OTHER LIABILITIES                               --               (99,000)
                DECREASE IN ACCOUNTS RECEIVABLE                           26,631               --
                                                                      ----------         -----------
                NET CASH PROVIDED BY OPERATING
                 ACTIVITIES                                           $  (29,175)        $  (174,481)
                                                                      ==========         ===========


</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   9


                          SOUTHEAST ACQUISITIONS II, LP
                             (A Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                    For the Three Months Ended March 31, 1999
                                   (Unaudited)

A.   ACCOUNTING POLICIES

     The unaudited financial statements presented herein have been prepared in
     accordance with the instructions to Form 10-Q and do not include all of the
     information and note disclosures required by generally accepted accounting
     principles. These statements should be read in conjunction with the
     financial statements and notes thereto included in the Partnership's Form
     10-K for the year ended December 31, 1998. In the opinion of management,
     such financial statements include all adjustments, consisting only of
     normal recurring adjustments, necessary to summarize fairly the
     Partnership's financial position and results of operations. The results of
     operations for the three-month period ended March 31, 1999 may not be
     indicative of the results that may be expected for the year ending December
     31, 1999.

B.   RELATED PARTY TRANSACTIONS

     The General Partner and its affiliates have been actively involved in
     managing the Partnership's operations. Compensation earned for these
     services in the first three months were as follows:

<TABLE>
<CAPTION>

                                              1999                1998
                                              ----                ----
     <S>                                     <C>                  <C>
     Management Fees                         $4,750               $4,750
     Accounting Fees                           --                   --
     Transfer Fees                           $  125               $  325

</TABLE>