EXHIBIT 32 WINTHROP RESIDENTIAL ASSOCIATES II, A LIMITED PARTNERSHIP --------------------------------------------------------- FORM 10-QSB SEPTEMBER 30, 2003 ------------------------------ CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY...Certification • November 14th, 2003 • Winthrop Residential Associates Ii • Real estate
In connection with the Quarterly Report of Winthrop Residential Associates II, A Limited Partnership, (the "Partnership"), on Form 10-QSB for the quarterly period ended September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
CERTIFICATIONSForm 10-QSB Certification • November 14th, 2003 • Winthrop Residential Associates Ii • Real estate
EXHIBIT 99.1 ------------ WINTHROP RESIDENTIAL ASSOCIATES II, A LIMITED PARTNERSHIP --------------------------------------------------------- FORM 10-QSB JUNE 30, 2002 ------------------------- SUPPLEMENTARY INFORMATION REQUIRED PURSUANT TO SECTION...Partnership Agreement • August 14th, 2002 • Winthrop Residential Associates Ii • Real estate
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 27th, 2004 • Winthrop Residential Associates Ii • Real estate • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2004 (this “Agreement”), is by and among (a) ERI/RES II LLC, a Massachusetts limited liability company (the “RESI II Fund”), (b) ERI/RES II MERGER SUB LIMITED PARTNERSHIP, a Maryland limited partnership (“Merger Sub”), (c) WINTHROP RESIDENTIAL ASSOCIATES II, A LIMITED PARTNERSHIP, organized under the laws of the State of Maryland (the “Partnership”), (d) ONE WINTHROP PROPERTIES, INC., a Massachusetts corporation (as to itself and as the sole managing general partner of the Partnership prior to the Effective Time, “One Winthrop”) and LINNAEUS-HAWTHORNE ASSOCIATES LIMITED PARTNERSHIP, organized under the laws of Massachusetts (as to itself and as the sole non-managing general partner of the Partnership prior to the Effective Time, “Linnaeus-Hawthorne”), and (e) ERI/RES II GP LLC, a Massachusetts limited liability company (as the sole general partner of the Partnership at and after the Effective Time the “ERG Affiliate”). All refe
