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:
November 20, 1997
Southeast Acquisitions I, L.P.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
0-16835 23-2454443
(Commission File Number) (I.R.S. Employer Identification
Number)
Suite 115
301 South Perimeter Park Drive
Nashville, TN
(Address of principal executive offices)
37211
(Zip Code)
615-833-8716
(Registrant's telephone number)
250 King of Prussia Road
Radner, PA 19087
(Former Address)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountants.
On November 6, 1997, the general partner of the Registrant was
changed from Southeast Acquisitions, Inc. to Southern Management Group,
LLC. In connection therewith the Registrant has now determined to change
its certifying accountants. This change was recommended and approved by
the new general partner of the Registrant. Effective November 20, 1997 the
Registrant dismissed Ernst & Young LLP as the certifying accountants for
the Registrant and retained Williams, Benator & Libby, LLP.
There were no disagreements with the prior accountants on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure in the last two fiscal years
ended December 31, 1996 or in the interim periods since December 31, 1996.
The report of Ernst & Young LLP for the fiscal years ended
December 31, 1996 and December 31, 1995 did not contain an adverse opinion,
disclaimer of opinion, qualification or modification as to uncertainty,
audit scope or accounting principles.
As required by Item 304 of Regulation S-K, Ernst & Young LLP has
furnished to the Registrant a letter addressed to the Securities and
Exchange Commission stating that it agrees with the statements made by the
Registrant herein. A copy of such letter is attached to this Form 8-K as
Exhibit 16.
Item 7. Exhibits.
Exhibit 16 Letter from Ernst & Young LLP to the SEC dated
November 24, 1997 regarding change in certifying accountant and letter from
Ernst & Young LLP to the Registrant dated November 24, 1997 regarding
change in certifying accountant.
page -2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Southern Management Group, LLC, general
partner
Date: November 25, 1997 By: /s/ Richard W. Sorenson
Richard W. Sorenson
President and Member
page -3-
November 24, 1997
Mr. Richard W. Sorenson
President and Member
Southern Management Group, LLC
301 South Perimeter Park Drive, Suite 115
Nashville, Tennessee 37211
Dear Mr. Sorenson:
This is to confirm that the client-auditor relationship between Southeast
Acquisitions I, L.P. (Commission File Number 0-16835), Southeast
Acquisitions II, L.P. (Commission File Number 0-17680), and Southeast
Acquisitions III, L.P. (Commission File Number 0-18454) and Ernst & Young
LLP has ceased.
Very truly yours,
/s/Ernst & Young LLP
ERNST & YOUNG LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, DC 20549
<PAGE>
November 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated November 25, 1997 of Southeast
Acquisitions I, L.P. and are in agreement with the statements contained in
the second, third and fourth paragraphs on page 2 therein. We have no
basis to agree or disagree with other statements of the registrant
contained therein.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
