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                       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 (Date of earliest event reported): December 13, 2001
                                                         -----------------



                               BRM HOLDINGS, INC.
                               ------------------
               (Exact Name of Registrant as Specified in Charter)


    Delaware                    0-25372                          52-1906050
    --------                    -------                          ----------
  (State or Other             (Commission                     (I.R.S. Employer
  Jurisdiction of             File Number)                   Identification No.)
  Incorporation)





                    P.O. Box 710040, Herndon, Virginia 20171
                    ----------------------------------------
              (Address of Principal Executive Offices and Zip Code)


       Registrant's telephone number, including area code: (703) 860-5390
                                                           --------------


                                 Not Applicable
                                 --------------
          (Former Name or Former Address, if Changed Since Last Report)




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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.



     BRM Holdings, Inc. (the "Company"), formerly known as US Office Products
Company, announced that on December 13, 2001, the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court") entered its order
confirming the First Amended Joint Liquidating Plan of Reorganization of US
Office Products Company and its Subsidiary Debtors in Case No. 01-00646-PJW (the
"Plan"). The Plan becomes effective on December 28, 2001 (the "Effective Date").
The Company and its subsidiary Debtors (collectively, the "Debtors") originally
filed for protection under chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") on March 5, 2001.

     The following summary of the Plan is qualified in its entirety by reference
to the full text of the Plan filed as Exhibit 99.1 hereto and incorporated
herein by reference. Capitalized terms not defined in this Form 8-K have the
meanings set forth in the copy of the Plan filed as Exhibit 99.1 hereto.

     The Plan constitutes a liquidating plan of reorganization for the Debtors.
The Debtors are insolvent and their general unsecured creditors will recover
only a portion of their claims under the Plan. Accordingly, the Plan provides
for no recovery by the holders of the common stock of the Company, including all
associated and derivative rights, which will be cancelled under the Plan.
Because the holders of the common stock of the Company will receive no
distribution and retain no interest, they were automatically treated as having
rejected the Plan and were not entitled to vote on the Plan.

     The Plan implements and incorporates the terms of a settlement among the
Debtors, the lenders under the Pre-Petition Credit Facility (the "Pre-Petition
Lenders") and the Official Committee of Unsecured Creditors (the "Committee")
that was embodied in a Stipulation and Order approved by the Bankruptcy Court on
June 1, 2001. Generally, that settlement provided for Net Realized Proceeds of
asset sales to be allocated 86% to pay amounts outstanding under the
Pre-Petition Credit Facility, 3% for distribution to creditors other than the
Pre-Petition Lenders, and 11% to an expense reserve to be used to pay expenses
of the Chapter 11 Cases and other liquidation expenses, with any excess funds in
the expense reserve to be divided equally between the Pre-Petition Lenders and
the other creditors. The Committee and The Chase Manhattan Bank, acting as the
administrative agent for the Pre-Petition Lenders (the "Pre-Petition Agent")
negotiated with the Debtors about the terms of the Plan and have since accepted
the Plan.

     Under the Plan, claims against the Debtors (each a "Claim") and interests
in the Debtors (each an "Interest") are divided into classes (each a "Class"). A
Claim or Interest is placed in a particular Class for the purposes of voting on
the plan of reorganization and of receiving distributions pursuant to the Plan
only to the extent that such Claim or Interest is an Allowed Claim or Interest
in that Class and such Claim or Interest has not been paid, released or
otherwise settled prior to the Effective Date. The Plan divides Claims against
and Interests in the Debtors into seven (7) classes, as follows:

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     CLASS 1 consists of all Other Priority Claims, which are claims entitled to
priority pursuant to section 507(a) of the Bankruptcy Code other than Priority
Tax Claims and Administrative Claims. If any such claims exist, they will be
paid in full.

     CLASS 2 consists of all Pre-Petition Lender Secured Claims. The
Pre-Petition Lender Secured Claims will receive approximately 86% on a
cumulative basis of the net realized proceeds of assets (other than preference
claims and fraudulent conveyance claims ("Bankruptcy Causes of Action")) plus
50% of any unused funds in the expense reserve at the end of the liquidation
process.

     CLASS 3 consists of all Pre-Petition Lender Deficiency Claims. This class
consists of the allowed unsecured claims of the Pre-Petition Lenders. Class 3
and Class 4 creditors will receive a pro rata share of proceeds of the
Bankruptcy Causes of Action.

     CLASS 4 consists of all General Unsecured Claims. General Unsecured Claims
will receive approximately 3% on a cumulative basis of the net realized proceeds
of assets (other than preference claims and fraudulent conveyance claims) plus
all proceeds of the Dudley Shares plus 50% of any unused funds in the expense
reserves at the conclusion of the liquidation process, plus a pro rata share
(with the Class 3 Creditors) of the proceeds of the Bankruptcy Causes of Action.

     CLASS 5 consists of all Interests and Subordinated Securities Claims.
Interests are the rights of any current or former Holder or owner of any shares
of common stock or any other equity securities of the Company authorized and
issued prior to the Confirmation Date. Subordinated Securities Claims are claims
that are subject to subordination under section 510(b) of the Bankruptcy Code
arising from rescission of, or for damages, reimbursement or contribution with
respect to, a purchase or sale of shares of the Company's common stock or other
equity securities of the Company prior to the Petition Date. Holders of
Interests and Subordinated Securities Claims shall receive no distribution under
the Plan. On the first business day after the Effective Date, all outstanding
shares of the Company's common stock shall be cancelled and one share of the
Company's common stock shall be issued to the Liquidating Agent in his capacity
as such, without further action of any party.

     CLASS 6 consists of Intercompany Claims. Holders of Intercompany Claims in
Class 6 shall receive no distribution under the Plan.

     CLASS 7 consists of Insured Litigation Claims. Each holder of an Allowed
Class 7 Insured Litigation Claim shall receive, (a) on the Effective Date, the
right to prosecute such Claim to judgment under applicable non-bankruptcy law
and, (b) if, when and to the extent that a court of competent jurisdiction
enters a Final Order awarding a money judgment against the Debtors with respect
to such Claim, the right to recover from the issuers of the Debtors' insurance
policies covering such Claim the lesser of (i) the amount of such judgment or
(ii) a Pro Rata share of Available Insurance Proceeds with respect to such
Claim.


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     On the Effective Date, the Liquidating Agent appointed by the Bankruptcy
Court with the consent of the Pre-Petition Agent and the Committee will take
control of the Debtors' assets and make the distributions contemplated by the
Plan. Kevin Thimjon is the Liquidating Agent. On the Effective Date, all
expenses of the Chapter 11 Cases and all pre-bankruptcy Claims that are
entitled to priority under the Bankruptcy Code will be paid or reserved for
in full. After all reserves and accounts have been established and funded,
the Liquidating Agent will make a preliminary distribution of cash to General
Unsecured Creditors. Any assets that are not distributed to creditors on the
Effective Date will be held in a Liquidating LLC established on the Effective
Date to implement the Plan. The Liquidating LLC will be managed by the
Liquidating Agent under the supervision of a Liquidating Committee, which was
chosen by representatives of the creditors. The members of the Liquidating
Committee are Thomas F. Maher, Michele Howe, Sarah Kline, John Dionne and
Jeffrey Wertheim. Any cash received by the Liquidating LLC after the Plan
becomes effective will be allocated among the various classes of creditors,
according to the allocation scheme described above. The Liquidating Agent
will administer the operating and claims reserves and accounts created under
the Plan, liquidate any non-cash assets held by the Liquidating LLC,
prosecute or settle any pending legal claims, and make interim and final
distributions to creditors in accordance with their interests. The
Liquidating Agent will also file final tax returns, provide for storage of
records, dissolve the Debtors and their Non-Debtor Affiliates, and file a
final report with the Bankruptcy Court.

     As of the date of confirmation of the Plan, the Company had 500,000,000
shares of common stock (par value $0.001 per share) authorized, 37,941,791
shares of common stock issued and 37,782,751 shares of common stock outstanding.
As of the date of confirmation of the Plan, the Company had 500,000 shares of
preferred stock (par value $0.001 per share) authorized and 73,262 shares of the
preferred stock issued and outstanding.

     As of December 13, 2001, the Debtors had total assets of $73,832,000 and
total liabilities of $805,461,000.

     As of December 13, 2001, the Company, including the assets and liabilities
of non-debtor entities, had assets of $81,197,000 and liabilities of
$812,640,000.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) and (b) Not Applicable.

     (c)  The following exhibit is filed herewith:

          99.1 First Amended Joint Liquidating Plan of Reorganization of US
               Office Products Company and its Subsidiary Debtors



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                                    SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                                     BRM HOLDINGS, INC.





Date: December 28, 2001                    By:  /s/ Kevin J. Thimjon
                                              ---------------------------------
                                                    Kevin J. Thimjon
                                                    Chief Restructuring Officer



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                                  EXHIBIT INDEX

           Exhibit
            Number         Description of Exhibit
         ---------         -----------------------------------------------------
             99.1          First Amended Joint Liquidating Plan of
                           Reorganization of US Office Products Company and its
                           Subsidiary Debtors



