First Amended Joint Liquidating Plan of Reorganization

EXHIBIT 99.1


IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE


In re: )
) Chapter 11 US OFFICE PRODUCTS COMPANY, et al., (1) )
) Case No. 01-646 (PJW)
)
Debtors. ) (Jointly Administered)


FIRST AMENDED JOINT LIQUIDATING PLAN OF REORGANIZATION
OF US OFFICE PRODUCTS COMPANY AND ITS SUBSIDIARY DEBTORS


YOUNG CONAWAY STARGATT & TAYLOR LLP
1100 North Market Street
11th Floor
Wilmington, DE 19801
Brendan Linehan Shannon (No. 3136)
Edward J. Kosmowski (No. 3849)


- and -


WILMER, CUTLER & PICKERING
2445 M Street, NW
Washington, DC 20037-1420
Duane D. Morse
Andrew J. Currie
Gwendolyn K. Ponder


Attorneys for the Debtors


November 5, 2001 Wilmington, Delaware


(1) Following the sale of its office supplies business and associated trade names and trademarks, US Office Products Company changed its name to BRM Holdings, Inc. Certain of the Subsidiary Debtors have also changed their names for the same reason. The Subsidiary Debtors are Bindery Systems, Inc.; Central Texas Office Products, Inc.; Dulworth Office Furniture Co.; Forty-Fifteen Papin Redevelopment Corporation; Interiors Acquisition Corp.; KOF-CT Acquisition Corp.; Kentwood Office Furniture, Inc.; McWhorter's, Inc.; Modern Food Systems, Inc.; Modern Vending, Inc.; OE Acquisition Corp.; ReWork Acquisition Corp.; Sletten Vending Service, Inc.; The Systems House, Inc.; BRM Holdings, Inc. (f/k/a US Office Products Company); BRM, Chicago District, LLC (f/k/a US Office Products, Chicago District, LLC); BRM, Colorado District, LLC (f/k/a US Office Products, Colorado District, LLC); BRM, Florida District, LLC (f/k/a US Office Products, Florida District, LLC); BRM Georgia District, LLC (f/k/a US Office Products, Georgia District, LLC); BRM, Mid-Atlantic District, Inc. (f/k/a US Office Products, Mid-Atlantic District, Inc.); BRM, Mid-South District, Inc. (f/k/a/ US Office Products, Mid-South District, Inc.); BRM, North Atlantic District, Inc. (f/k/a US Office Products, North Atlantic District, Inc.); BRM Northwest District, LLC (f/k/a US Office Products, Northwest District, LLC); BRM, South Central District, Inc. (f/k/a US Office Products, South Central District, Inc.); BRM Holding Co. of Mexico, Inc. (f/k/a USOP Holding Co. of Mexico, Inc.); BRM Merchandising Company (f/k/a USOP Merchandising Co.); BRMN, Inc. (f/k/a USOPN, Inc.); and Vend-Rite Service Corp.


TABLE OF CONTENTS


PAGE


INTRODUCTION......................................................................................................1


ARTICLE I. DEFINITIONS, RULES OF INTERPRETATION, AND COMPUTATION OF TIME..........................................2


1.1 Scope of Definitions............................................................................2
1.2 Definitions.....................................................................................2
1.3 Rules of Interpretation........................................................................16
1.4 Computation of Time............................................................................16
1.5 Exhibits and Transaction Documents.............................................................16


ARTICLE II. SUBSTANTIVE CONSOLIDATION............................................................................16


2.1 Substantive Consolidation of Chapter 11 Cases for Purposes of Distributions....................16


ARTICLE III. ADMINISTRATIVE EXPENSES AND PRIORITY TAX CLAIMS.....................................................17


3.1 Administrative Claims..........................................................................17
3.2 Priority Tax Claims............................................................................17


ARTICLE IV. CLASSIFICATION OF CLAIMS AND INTERESTS...............................................................18


4.1 Class 1........................................................................................18
4.2 Class 2........................................................................................18
4.3 Class 3........................................................................................18
4.4 Class 4........................................................................................18
4.5 Class 5........................................................................................18
4.6 Class 6........................................................................................18
4.7 Class 7........................................................................................18


ARTICLE V. IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS IMPAIRED AND NOT IMPAIRED BY THE PLAN...............18


5.1 Unimpaired Classes of Claims and Interests.....................................................18
5.2 Impaired Classes of Claims and Interests.......................................................18


ARTICLE VI. PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS.....................................................19


6.1 Class 1 (Other Priority Claims)................................................................19
6.2 Class 2 (Pre-Petition Lender Secured Claims)...................................................19
6.3 Class 3 (Pre-Petition Lender Deficiency Claims)................................................19
6.4 Class 4 (General Unsecured Claims).............................................................19
6.5 Class 5 (Interests and Subordinated Securities Claims).........................................19
6.6 Class 6 (Intercompany Claims)..................................................................19
6.7 Class 7 (Insured Litigation Claims)............................................................19


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ARTICLE VII. ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF REJECTION BY ONE OR MORE IMPAIRED CLASSES OF
CLAIMS OR INTERESTS........................................................................20


7.1 Impaired Classes of Claims and Interests Entitled to Vote......................................20
7.2 Acceptance by an Impaired Class................................................................20
7.3 Presumed Acceptances by Unimpaired Classes.....................................................20
7.4 Classes Deemed to Reject Plan..................................................................20
7.5 Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code................................20
7.6 Confirmability and Severability of the Plan....................................................20


ARTICLE VIII. MEANS FOR IMPLEMENTATION OF THE PLAN...............................................................21


8.1 Allocation of Assets...........................................................................21
8.2 Initial Distribution of Assets and Creation of Reserves and Accounts...........................22
8.3 Interim and Final Distributions From the Liquidating LLC.......................................24
8.4 Distribution Procedures........................................................................26
8.5 the Liquidating LLC; Duties of the Liquidating Agent...........................................28
8.6 Wind-up and Dissolution of Debtors and Non-debtor Affiliates...................................32
8.7 Operation of the Disputed Class 4 General Unsecured Claims Reserve.............................32
8.8 the Administrative Claims Reserve..............................................................33
8.9 the Unclaimed Distributions Reserve............................................................33
8.10 Miscellaneous Implementation Provisions........................................................34
8.11 Tax Reporting..................................................................................36


ARTICLE IX. EXECUTORY CONTRACTS..................................................................................40


9.1 Rejection of All Contracts.....................................................................40
9.2 Effect of Rejection............................................................................40
9.3 McWhorter's Leases.............................................................................40


ARTICLE X. ALLOWANCE AND PAYMENT OF CERTAIN ADMINISTRATIVE CLAIMS................................................41


10.1 Professional Claims............................................................................41
10.2 Other Administrative Expenses..................................................................41
10.3 Administrative Claims Reserve..................................................................41


ARTICLE XI. EFFECT OF THE PLAN ON CLAIMS AND INTERESTS...........................................................42


11.1 Compromises and Settlements....................................................................42
11.2 Disputed Prepetition Claims....................................................................42
11.3 Release of Claims Against Officers, Directors, Etc.............................................42
11.4 Setoffs........................................................................................42
11.5 Satisfaction of Subordination Rights...........................................................43
11.6 Exculpation and Limitation of Liability........................................................43
11.7 Indemnification Obligations....................................................................43
11.8 Modification of Releases.......................................................................44


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ARTICLE XII. CONDITIONS PRECEDENT................................................................................44


12.1 Conditions to Consummation.....................................................................44
12.2 Waiver of Conditions to Consummation...........................................................45


ARTICLE XIII. RETENTION OF JURISDICTION..........................................................................45


ARTICLE XIV. MISCELLANEOUS PROVISIONS............................................................................46


14.1 Binding Effect.................................................................................46
14.2 Modification and Amendments....................................................................47
14.3 Withholding and Reporting Requirements.........................................................47
14.4 Committee......................................................................................47
14.5 Revocation, Withdrawal or Non-Consummation.....................................................47
14.6 Notices........................................................................................48
14.7 Term of Injunctions or Stays...................................................................50
14.8 Governing Law..................................................................................50


iv


INTRODUCTION


BRM Holdings, Inc. (f/k/a US Office Products Company) ("USOP") and its Subsidiary Debtors (most capitalized terms are defined in Section 1.2 of this Plan), as debtors and debtors-in-possession in the above-captioned Chapter 11 reorganization cases (collectively, the "DEBTORS"), hereby propose the following joint liquidating plan of reorganization for the resolution of the Debtors' outstanding creditor claims and equity interests (the "PLAN"). Reference is made to the Disclosure Statement for results of operations, risk factors, and a summary and analysis of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.


The Plan constitutes a liquidating plan of reorganization for the Debtors. It incorporates the terms of and implements a settlement among the Debtors, the Prepetition Lenders and the Committee that was embodied in a Stipulation and Order approved by the Bankruptcy Court on June 1, 2001. The Plan provides for all of the property of the Debtors to be liquidated over time, and for the proceeds to be allocated in accordance with the terms of the Stipulation and Order and distributed to the holders of Allowed Claims. Holders of Interests will receive no distribution under the Plan. An initial distribution is to occur on the Effective Date of the Plan. Assets not distributed on the Effective Date are to be held by a Liquidating LLC administered by a Liquidating Agent who will, among other things, liquidate assets, resolve disputed claims, pursue any reserved causes of action, wind up the affairs of the Debtors, and make interim and final distributions. The Debtors will be dissolved as soon as practicable after the initial distribution under the Plan.


Under section 1125(b) of the Bankruptcy Code, a vote to accept or reject the Plan cannot be solicited from a holder of a claim until such time as the Disclosure Statement has been approved by the Bankruptcy Court and distributed to holders of Claims entitled to vote on the Plan. ALL SUCH HOLDERS ARE ENCOURAGED TO READ THIS PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THIS PLAN.


Subject to the restrictions on modifications set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in Section 14.2 of this Plan, the Debtors expressly reserve the right to alter, amend or modify this Plan, one or more times, before its substantial consummation.


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ARTICLE I.
DEFINITIONS, RULES OF INTERPRETATION,
AND COMPUTATION OF TIME
-----------------------


1.1 SCOPE OF DEFINITIONS. For purposes of this Plan, all capitalized terms not
otherwise defined shall have the meanings ascribed to them in Article I of
this Plan. Any term used in this Plan that is not defined herein, but is
defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the
meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy
Rules. The words "herein," "hereof," "hereunder," and other words of
similar import refer to this Plan as a whole, not to any particular
section, subsection or clause, unless the context requires otherwise.
Whenever it appears appropriate from the context, each term stated in the
singular or the plural includes the singular and the plural, and each
pronoun stated in the masculine, feminine or neuter includes the masculine,
feminine and the neuter.


1.2 DEFINITIONS.


"2003 NOTEHOLDER" means a holder of the 2003 Notes.


"2003 NOTES" means, collectively, the 5 1/2% Convertible Subordinated Notes
Due 2003, issued pursuant to the 2003 Notes Indenture.


"2003 NOTES INDENTURE" means that certain indenture dated as of May 22,
1996 by and between USOP and The Chase Manhattan Bank, N.A. as trustee.


"2003 NOTES TRUSTEE" means The Chase Manhattan Bank, N.A. as trustee under
the 2003 Notes Indenture, or its successor in interest in such capacity,
which is HSBC Bank USA as of the date hereof.


"2008 NOTEHOLDER" means a holder of the 2008 Notes.


"2008 NOTES" means collectively, the 9 3/4% Senior Subordinated Notes Due
2008, issued pursuant to the 2008 Notes Indenture.


"2008 NOTES INDENTURE" means that certain indenture dated as of June 10,
1998 by and between USOP and State Street Bank and Trust Co. as trustee


"2008 NOTES TRUSTEE" means State Street Bank and Trust Co. as trustee under
the 2008 Notes Indenture, or its successor in interest in such capacity.


"ADMINISTRATIVE CLAIM" means a Claim for payment of an administrative
expense of a kind specified in section 503(b) of the Bankruptcy Code and
entitled to priority pursuant to section 507(a)(1) of the Bankruptcy Code,
including, but not limited to, the actual, necessary costs and expenses,
incurred after the Petition Date, of preserving the Debtors' Estates and
operating the business of the Debtors, including wages, salaries, directors
fees, or commissions for services rendered after the commencement of the
Chapter 11 Case, Professional Claims, Claims arising under section
365(g)(2)(A) or section


2


503(b)(3) of the Bankruptcy Code, all fees and charges assessed against the
Debtors' Estates under Chapter 123 of title 28, United States Code,
Administrative Tax Claims, and all Allowed Claims with respect to
reclamation of goods delivered before the Petition Date that are entitled
to be treated as Administrative Claims pursuant to a Final Order of the
Bankruptcy Court under section 546(c)(2)(A) of the Bankruptcy Code.


"ADMINISTRATIVE CLAIMS RESERVE" means the reserve to be established on the
Effective Date and funded solely from the Expense Reserve Account for
payment of Administrative Claims that may become Allowed Claims after the
Effective Date. The amount of the Administrative Claims Reserve shall be
equal to the sum of all Administrative Claims (including claims for
compensation and expenses incurred in making a substantial contribution and
estimated Professional Claims through the Effective Date) not paid in full
on the Effective Date.


"ADMINISTRATIVE TAX CLAIM" means a Claim by a governmental unit with
respect to a tax or duty incurred after the Petition Date that is entitled
to be paid as an administrative expense pursuant to section 507(a)(1) of
the Bankruptcy Code.


"ALLOWED CLAIM" means a Claim or any portion thereof (a) that has been
allowed by a Final Order of the Bankruptcy Court, (b) as to which, on or by
the Effective Date, (i) no proof of claim has been filed with the
Bankruptcy Court and (ii) the liquidated and noncontingent amount of which
is Scheduled, other than a Claim that is Scheduled at zero or as disputed,
or (c) for which a proof of claim in a liquidated amount has been timely
filed with the Bankruptcy Court pursuant to the Bankruptcy Code, any Final
Order of the Bankruptcy Court or other applicable bankruptcy law, and as to
which either (i) no objection to its allowance has been filed within the
periods of limitation fixed by the Bankruptcy Code or by any order of the
Bankruptcy Court or (ii) any objection to its allowance has been settled or
withdrawn, or has been denied by a Final Order of the Bankruptcy Court, or
(d) that is expressly allowed in a liquidated amount in the Plan.


"ALLOWED . . . CLAIM" means an Allowed Claim of the type described.


"ALLOWED PRE-PETITION LENDER CLAIM" means the total amount outstanding
under the Pre-Petition Credit Facility as of the Petition Date, including
the aggregate amount drawn after the Petition Date under letters of credit
issued thereunder that were outstanding as of the Petition Date, and all
accrued interest, fees, expenses and other amounts payable thereunder.


"ASSETS" means all assets of the Debtors and Non-Debtor Affiliates
(including, without limitation, ownership interests in other entities,
whether in the form of stock ownership, ownership of partnership interests,
participations in joint ventures or otherwise) other than (x) the
Bankruptcy Causes of Action referred to below, (y) the Dudley Assets
referred to below and (z) proceeds of inventory sold and customer
receivables collected in the ordinary course of the operation of any
business unit of any Debtor or Non-Debtor Affiliate prior to the sale or
other disposition of such business unit.


3


"AVAILABLE INSURANCE PROCEEDS" means, with respect to an Insured Litigation
Claim, the undistributed proceeds of each insurance policy that provides
coverage with respect to such Claim.


"AVOIDANCE CLAIMS" means, subject to Article XI, the Debtors' Causes of
Action against Persons arising under sections 502, 510, 541, 544, 545, 547
through 551 and 553 of the Bankruptcy Code, or under related state or
federal statutes and common law, including fraudulent transfer laws,
whether or not litigation has been commenced to prosecute such Causes of
Action.


"BALLOT" means each of the ballot forms that are distributed with the
Disclosure Statement to holders of Claims in Classes that are Impaired
under the Plan and entitled to vote under Article VII hereof in connection
with the solicitation of acceptances of the Plan.


"BANKRUPTCY CAUSE OF ACTION" means any Cause of Action the Debtors may have
under section 547 or 548 of the Bankruptcy Code, except for Causes of
Action released pursuant to the Stipulation and Order.


"BANKRUPTCY CAUSE OF ACTION PROCEEDS" means the gross proceeds realized
from a Bankruptcy Cause of Action, net of all fees and expenses payable by
the Liquidating Agent to professionals under contingent-fee arrangements in
connection with the Liquidating Agent's efforts to analyze or prosecute
such Bankruptcy Cause of Action or to collect such proceeds.


"BANKRUPTCY CODE" means the Bankruptcy Reform Act of 1978, as amended and
codified in title 11 of the United States Code, 11 U.S.C.
Sections 101-1330.


"BANKRUPTCY COURT" means the Bankruptcy Court of the United States District
Court for the District of Delaware or such other court as may have
jurisdiction over the Chapter 11 Cases.


"BANKRUPTCY RULES" means the Federal Rules of Bankruptcy Procedure and the
Official Bankruptcy Forms, as amended, the Federal Rules of Civil
Procedure, as amended, as applicable to the Chapter 11 Cases or proceedings
therein, and the Local Rules of the Bankruptcy Court, as applicable to the
Chapter 11 Cases or proceedings therein, as the case may be.


"BAR DATE" means the deadline for filing all proofs of claims established
by the Bankruptcy Court, except Claims of governmental units for which
proofs of claim are filed in accordance with section 502(b)(9) of the
Bankruptcy Code.


"BLUE STAR" means Blue Star Group Limited, Blue Star Group Pty. Limited,
and their respective subsidiaries, all of which formerly were Non-Debtor
Affiliates.


"BLUE STAR AND BRM TRANSACTION-RELATED LEGAL AND ACCOUNTING FEES" means
payments of fees and expenses to professionals who represented the Debtors
and their Blue Star subsidiaries in connection with the sale of the Blue
Star retail business to W.H. Smith


4


and the sale of the Blue Star commercial printing businesses and holding
companies to Blue Star management.


"BUSINESS DAY" means any day, excluding Saturdays, Sundays and legal
holidays, on which commercial banks are open for business in New York City.


"CASH" means legal tender of the United States.


"CASH PROCEEDS" means Net Realized Cash Proceeds of Assets of the Debtors,
including net cash proceeds of Net Realized Non-Cash Proceeds.


"CAUSE OF ACTION" means any and all actions, causes of action, suits,
accounts, controversies, agreements, promises, rights to legal remedies,
rights to equitable remedies, rights to indemnification, rights to payment
and claims, whether known, unknown, reduced to judgment, not reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured and whether asserted or
assertable directly or derivatively, in law, equity or otherwise.


"CHAPTER 11 CASE" means, with respect to each Debtor, the Chapter 11 Case
of such Debtor, pending in the Bankruptcy Court; and "Chapter 11 Cases"
means the Chapter 11 Cases of all Debtors.


"CLAIM" means, with respect to each Debtor, a claim against such Debtor, as
defined in section 101(5) of the Bankruptcy Code, whether or not asserted.


"CLAIMS OBJECTION DEADLINE" means the later of (i) five (5) days before the
Effective Date, or (ii) thirty (30) days after such Claim is timely filed
and served on counsel for the Debtors, unless extended by the Bankruptcy
Court for cause shown.


"CLASS" means a category of Claims or Interests described in Article IV of
the Plan.


"CLASS 2 INTEREST" means an uncertificated interest in the Liquidating LLC
representing the right of the holder of the Class 2 Interest to receive the
distributions contemplated by Sections 8.1(b), 8.3(a) and 8.3(f).


"CLASS 3 DISTRIBUTION PERCENTAGE" means, as of any date, the result,
expressed as a percentage, obtained by dividing (i) the Minimum Class 3
Pre-Petition Lender Deficiency Claim by (ii) the sum of (A) the aggregate
amount of Allowed Class 4 General Unsecured Claims and Disputed Class 4
General Unsecured Claims and (B) the Maximum Class 3 Pre-Petition Lender
Deficiency Claim.


"CLASS 3 INTEREST" means an uncertificated interest in the Liquidating LLC
representing the right of the holder of the Class 3 Interest to receive the
distributions contemplated by Sections 8.1(c), 8.3(b), 8.3(d) and 8.3(f).


"CLASS 3 RESERVE" means the reserve established by the Liquidating Agent to
hold Bankruptcy Cause of Action Proceeds deposited pursuant to Sec ...