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) November 9, 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
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 (see General Instruction A.2. below):
¨ | 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)) |
Section 1 Registrants Business and Operations
ITEM 1.01 Entry into a Material Definitive Agreement
Attached as Exhibit 1 is the underwriting agreement between UBS Securities 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 4,702,893 shares of common stock of Pacer International, Inc. to the Underwriter. 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 November 12, 2004.
Section 9 Financial Statements and Exhibits
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
1 | Underwriting Agreement dated as of November 9, 2004 between UBS Securities LLC, Pacer International, Inc. and Apollo Investment Fund IV, L.P., Coyote Acquisition LLC and Coyote Acquisition II LLC. |
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. | ||
Dated: November 9, 2004 | ||
By: |
/s/ Lawrence C. Yarberry | |
Executive Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
EXHIBIT NUMBER |
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1 | Underwriting Agreement dated as of November 9, 2004 between UBS Securities LLC, Pacer International, Inc. and Apollo Investment Fund IV, L.P., Coyote Acquisition LLC and Coyote Acquisition II LLC. |