Form 8-K

UNITED STATES

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) April 7, 2004

 

 

PACER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

Commission file number: 000-49828

 

Tennessee   62-0935669

(State or other jurisdiction

of incorporation)

  

(I.R.S. employer

identification no.)

 

2300 Clayton Road, Suite 1200

Concord, CA 94520

Telephone Number (877) 917-2237

 

ITEM 5. Other Events and Regulation FD Disclosure

 

Attached as Exhibit 1 is the underwriting agreement between Credit Suisse First Boston LLC (the “Underwriter”), Pacer International, Inc. and Apollo Investment Fund IV, L.P., Coyote Acquisition LLC and Coyote Acquisition II LLC (collectively, the “Selling Stockholders”) pursuant to which the Selling Stockholders have agreed to sell 4 million shares of common stock of Pacer International, Inc. to the Underwriter. The Underwriter also has an option, exercisable for 30 days from April 7, 2004, to purchase a maximum of 400,000 additional shares from the Selling Stockholders to cover over-allotments. The common stock is registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement (Registration No. 333-111754) of Pacer International, Inc. The closing for the transaction is scheduled for April 13, 2004.

 

ITEM 7. Financial Statements; Pro Forma Financial Information and Exhibits

 

(c) Exhibits:

 

1. Underwriting Agreement between Credit Suisse First Boston, Pacer International Inc. and Apollo Investment Fund IV, L.P., Coyote Acquisition LLC and Coyote Acquisition II LLC.

 

2

SIGNATURES

 

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.

 

PACER INTERNATIONAL, INC.
a Tennessee corporation

Dated: April 8, 2004
By:  

/s/ Lawrence C. Yarberry

   

Executive Vice President and

Chief Financial Officer

 

3

INDEX TO EXHIBITS

 

EXHIBIT

NUMBER

    
1   Underwriting Agreement dated April 7, 2004 between Credit Suisse First Boston LLC (the “Underwriter”), Pacer International, Inc. and Apollo Investment Fund IV, L.P., Coyote Acquisition LLC and Coyote Acquisition II LLC.

 

4