| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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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)
October 26, 2004
PACER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Tennessee | 000-49828 | 62-0935669 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2300 Clayton Road, Suite 1200 Concord, CA |
94520 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(877) 917-2237
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02. Results of Operations and Financial Condition
On October 26, 2004, Pacer International, Inc. issued a press release announcing its third quarter 2004 results. The press release is attached hereto as Exhibit 99.1. This press release includes certain non-GAAP financial measures. A reconciliation of those measures to the most directly related comparable GAAP measure is included in the press release.
The information set forth under “Item 2.02. Results of Operations and Financial Condition”, including the Exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing, except as otherwise expressly stated in such filing.
ITEM 9.01. Financial Statements and Exhibits
| (c) | Exhibits |
99.1 Press Release of Pacer International, Inc. dated October 26, 2004
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: October 26, 2004 |
By: | /s/ Lawrence C. Yarberry | ||
| Executive Vice President and Chief | ||||
| Financial Officer | ||||
INDEX TO EXHIBITS
| EXHIBIT NUMBER |
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| 99.1 | Press Release of Pacer International, Inc. dated October 26, 2004. |