PACR Документы SEC - Pacer International Inc- Годовой отчет, доверенное заявление, проспект эмиссии

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1091735

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pacer International Inc

SEC Filings (Chronological Order)

На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.

April 14, 2014	15-12G	- FORM 15-12G Form 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-49828 PACER INTERNATIONAL, INC. (Exact name of registrant as
April 1, 2014	S-8 POS	- S-8 POS S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PACER INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Tennessee Five Greenwich Office Park Greenwich, CT 06831 69-0935669 (State or Other Jurisdiction of Incorporation or Organization) (Address
April 1, 2014	8-K	Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders 8-K 1 d705027d8k.htm 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 March 27, 2014 Date of Report (Date of earliest event reported) PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Tennessee 000-49828 62-0935669 (State or other jurisdiction of
April 1, 2014	EX-99.1	Pacer International Shareholders Approve Merger with XPO Logistics Exhibit 99.1 NEWS RELEASE Pacer International Shareholders Approve Merger with XPO Logistics DUBLIN, Ohio—(BUSINESS WIRE)—Mar. 27, 2014— Pacer International, Inc. (“Pacer”) (NASDAQ:PACR), the third largest provider of intermodal transportation services in North America, today announced that its shareholders have approved the acquisition of Pacer by XPO Logistics, Inc.(“XPO”) (NYSE:XPO). The propos
April 1, 2014	EX-3.1	THIRD AMENDED AND RESTATED CHARTER OF PACER INTERNATIONAL, INC. EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CHARTER OF PACER INTERNATIONAL, INC. Pursuant to the provisions of Section 48-20-107 of the Tennessee Business Corporation Act, the undersigned corporation hereby amends and restates its Second Amended and Restated Charter, as amended, to supersede the Second Amended and Restated Charter and any and all prior amendments thereto and certifies as follows
April 1, 2014	EX-3.2	BY-LAWS PACER INTERNATIONAL, INC. ARTICLE I EX-3.2 Exhibit 3.2 Date: March 31, 2014 BY-LAWS OF PACER INTERNATIONAL, INC. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of Pacer International, Inc. (the “Corporation”) shall be established and maintained at the office of National Registered Agents, Inc., Ste 2021, 800 S. Gay Street in the City of Knoxville, County of Knox, State of Tennessee, 37929-9710 and said Nationa
April 1, 2014	S-8 POS	- S-8 POS S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PACER INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Tennessee Five Greenwich Office Park 69-0935669 (State or Other Jurisdiction of Incorporation or Organization) Greenwich, CT 06831 (Address
April 1, 2014	S-8 POS	- S-8 POS S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PACER INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Tennessee Five Greenwich Office Park Greenwich, CT 06831 69-0935669 (State or Other Jurisdiction of Incorporation or Organization) (Address
March 31, 2014	SC 13D/A	PACR / Pacer International Inc / Northern Right Capital Management, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) * PACER INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 69373H106 (CUSIP Number) Becker Drapkin Management, L.P. Attn: Steven R. Becker Attn: Matthew A. Drapkin 500 Crescent Court, Suite 230 Dallas, Texas 75201 (2
March 18, 2014	8-K	Other Events 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) March 18, 2014 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jurisdiction o
March 18, 2014	425	Merger Prospectus - 8-K 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) March 18, 2014 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jurisdiction o
March 6, 2014	DEFA14A	- DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro
February 26, 2014	EX-10.32	PACER INTERNATIONAL, INC. 2014 PERFORMANCE BONUS PLAN Exhibit 10.32 PACER INTERNATIONAL, INC. 2014 PERFORMANCE BONUS PLAN I. BONUS PLAN The Pacer International, Inc., 2014 Performance Bonus Plan (the “Bonus Plan”) is a performance incentive plan providing compensation payments that are contingent upon achieving pre-determined performance objectives or criteria with respect to the 2014 fiscal year period of Pacer International, Inc. (“Pacer Internatio
February 26, 2014	EX-21	SUBSIDIARIES OF PACER INTERNATIONAL, INC. Exhibit 21 SUBSIDIARIES OF PACER INTERNATIONAL, INC. Jurisdiction of Incorporation CTP Leasing, Inc. Delaware Intermodal Container Service, Inc. d/b/a Harbor Rail Transport California Manufacturers Consolidation Service of Canada, Inc. Delaware Ocean World Lines, Inc. Delaware OWL Logistics Shanghai Limited China OWL Ocean World Lines Berlin GmbH & Co. KG Germany OWL Ocean World Lines Deutschland
February 26, 2014	425	Merger Prospectus - 425 425 Filed by XPO Logistics, Inc. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Pacer International, Inc. (Commission File No. 000-49828) Excerpts from XPO Logistic, Inc. Earnings Conference Call (February 25, 2014) CORPORATE PARTICIPANTS Brad Jacobs XPO Logistics Inc - Chairman, CEO John Hardig XPO Logistics Inc - CFO Scott Malat XPO Logistics Inc - Chief Strategy Officer CON
February 26, 2014	10-K	Annual Report - 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828 PACER IN
February 26, 2014	EX-10.48	PERSONAL AND CONFIDENTIAL Exhibit 10.48 PERSONAL AND CONFIDENTIAL November 5, 2013 Frank Sutherland 8307 Riverside Dr. Powell, OH 43065 Dear Frank: This letter agreement documents recent agreed-to changes to your employment relationship with Pacer International, Inc. (together with its successors and assigns, the “Company”) and its subsidiaries. In consideration of your continued employment by the Company or its subsidiary
February 26, 2014	EX-10.49	[Remainder of page intentionally left blank.] Exhibit 10.49 EMPLOYMENT AGREEMENT dated as of November 1, 2012, between Pacer International, Inc., a Tennessee corporation (the “Company”), and Paul V. Smith (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Accordingly, in consideration of the mutual covenants and agreements set forth in this A
February 24, 2014	DEFM14A	- DEFM14A DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
February 12, 2014	SC 13G/A	PACR / Pacer International Inc / VANGUARD GROUP INC Passive Investment pacerinternationalinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Pacer International Inc Title of Class of Securities: Common Stock CUSIP Number: 69373H106 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the approp
January 27, 2014	8-K	Results of Operations and Financial Condition 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) January 27, 2014 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
January 17, 2014	8-K	Current Report 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) January 13, 2014 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee (State or other jurisdiction of incorporati
January 14, 2014	425	Merger Prospectus - 425 425 Filed by Pacer International, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Pacer International, Inc. (Commission File No. 000-49828) XPO Acquisition Update #1 1 2 Additional Information In connection with the Merger, XPO will file with the U.S. Securities and Exchange Commiss
January 8, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by XPO Logistics, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Pacer International, Inc. (Commission File No. 000-49828) XPO Logistics buying Pacer International in $335 million deal Richard Lee 7 January 2014 GreenwichTime.com XPO Logistics, of Greenwich, is going
January 7, 2014	425	Merger Prospectus - 425 425 Filed by Pacer International, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Pacer International, Inc. (Commission File No. 000-49828) Dear Valued International Customer, Following on from our recent communication of our agreement to be acquired by XPO Logistics, we’d like to s
January 7, 2014	SC 13D/A	PACR / Pacer International Inc / Northern Right Capital Management, L.P. - SCHEDULE 13D AMENDMENT NO. 3 Activist Investment Schedule 13D Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* PACER INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 69373H106 (CUSIP Number) Becker Drapkin Management, L.P. Attn: Steven R. Becker Attn: Matthew A. Drapkin 500 Crescent Court, Suite 230 Dal
January 6, 2014	EX-99.3	1 EX-99.3 Exhibit 99.3 January 6, 2014 Presentation Script The following script should be read in conjunction with the accompanying slide presentation, which contains, among other information, source data for certain information set forth in the script. Thank you for joining us today. We’re very pleased to have announced our agreement to buy Pacer International (NASDAQ: PACR) in a cash and stock tra
January 6, 2014	EX-99.1	XPO Logistics to Acquire Pacer International, the Third Largest Provider of Intermodal Transportation Services in North America Pacer is the largest provider of intermodal services in the fast-growing cross-border Mexico market Cash and stock transac EX-99.1 Exhibit 99.1 XPO Logistics to Acquire Pacer International, the Third Largest Provider of Intermodal Transportation Services in North America Pacer is the largest provider of intermodal services in the fast-growing cross-border Mexico market Cash and stock transaction valued at $335 million expected to be significantly and immediately accretive to earnings Complementary service offerings wi
January 6, 2014	425	Merger Prospectus - 425 425 Filed by Pacer International, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Pacer International, Inc. (Commission File No. 000-49828) Customer Frequently Asked Questions 1. Why did Pacer agree to being acquired by XPO? Ultimately, this combination is about growth and creating
January 6, 2014	425	Merger Prospectus - 425 425 Filed by Pacer International, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Pacer International, Inc. (Commission File No. 000-49828) A Message from Dan Avramovich To Pacer Associates: I am pleased to announce that Pacer is taking the next step in its evolution as a world-clas
January 6, 2014	425	Merger Prospectus - 425 425 Filed by Pacer International, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Pacer International, Inc. (Commission File No. 000-49828) Employee Frequently Asked Questions 1. How will this acquisition affect me? XPO’s history has been to acquire organizations companies that are
January 6, 2014	EX-2.1	AGREEMENT AND PLAN OF MERGER by and among PACER INTERNATIONAL, INC., XPO LOGISTICS, INC. ACQUISITION SUB, INC. Dated as of January 5, 2014 TABLE OF CONTENTS Page ARTICLE I The Merger 1.1 The Merger. 1 1.2 Closing. 1 1.3 Effective Time. 2 1.4 Effects EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among PACER INTERNATIONAL, INC., XPO LOGISTICS, INC. and ACQUISITION SUB, INC. Dated as of January 5, 2014 TABLE OF CONTENTS Page ARTICLE I The Merger 1.1 The Merger. 1 1.2 Closing. 1 1.3 Effective Time. 2 1.4 Effects of the Merger. 2 1.5 Charter and Bylaws of the Surviving Corporation. 2 1.6 Officers and Directors of the Surviving Corporation
January 6, 2014	EX-99.2	XPO to Acquire Pacer International EX-99.2 XPO to Acquire Pacer International January 6, 2014 Exhibit 99.2 2 Additional Information In connection with the Merger, XPO will file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a Proxy Statement of Pacer and a Prospectus of XPO, as well as other relevant documents concerning the proposed transaction. XPO AND PACER SHA
January 6, 2014	EX-2.1	AGREEMENT AND PLAN OF MERGER by and among PACER INTERNATIONAL, INC., XPO LOGISTICS, INC. ACQUISITION SUB, INC. Dated as of January 5, 2014 TABLE OF CONTENTS Page ARTICLE I The Merger 1.1 The Merger. 1 1.2 Closing. 1 1.3 Effective Time. 2 1.4 Effects EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among PACER INTERNATIONAL, INC., XPO LOGISTICS, INC. and ACQUISITION SUB, INC. Dated as of January 5, 2014 TABLE OF CONTENTS Page ARTICLE I The Merger 1.1 The Merger. 1 1.2 Closing. 1 1.3 Effective Time. 2 1.4 Effects of the Merger. 2 1.5 Charter and Bylaws of the Surviving Corporation. 2 1.6 Officers and Directors of the Surviving Corporation
January 6, 2014	425	Merger Prospectus - 425 425 Filed by Pacer International, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Pacer International, Inc. (Commission File No. 000-49828) A Message from Dan Avramovich To Pacer Customers: I am pleased to share with you some exciting news. This morning we issued a press release ann
January 6, 2014	425	Merger Prospectus - 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) January 5, 2014 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 i
January 6, 2014	EX-10.1	EMPLOYMENT AGREEMENT AMENDMENT EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT AMENDMENT THIS AMENDMENT (this “Amendment”), dated as of January , 2014 to that certain Employment Agreement, dated as of [ insert date ] (the “Agreement”), by and among the undersigned executive (“Executive”) and Pacer International, Inc., (“Pacer”) shall be effective as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of th
January 6, 2014	EX-99.3	1 EX-99.3 Exhibit 99.3 January 6, 2014 Presentation Script The following script should be read in conjunction with the accompanying slide presentation, which contains, among other information, source data for certain information set forth in the script. Thank you for joining us today. We’re very pleased to have announced our agreement to buy Pacer International (NASDAQ: PACR) in a cash and stock tra
January 6, 2014	EX-99.2	XPO to Acquire Pacer International EX-99.2 XPO to Acquire Pacer International January 6, 2014 Exhibit 99.2 2 Additional Information In connection with the Merger, XPO will file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a Proxy Statement of Pacer and a Prospectus of XPO, as well as other relevant documents concerning the proposed transaction. XPO AND PACER SHA
January 6, 2014	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K 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) January 6, 2014 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jurisdiction
January 6, 2014	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K 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) January 5, 2014 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jurisdiction
January 6, 2014	425	Merger Prospectus - 425 425 Filed by Pacer International, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Pacer International, Inc. (Commission File No. 000-49828) Additional Information In connection with the acquisition (the “Merger”) of Pacer International, Inc. (“Pacer”) by XPO Logistics, Inc. (“XPO”),
January 6, 2014	EX-10.1	EMPLOYMENT AGREEMENT AMENDMENT EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT AMENDMENT THIS AMENDMENT (this “Amendment”), dated as of January , 2014 to that certain Employment Agreement, dated as of [ insert date ] (the “Agreement”), by and among the undersigned executive (“Executive”) and Pacer International, Inc., (“Pacer”) shall be effective as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of th
January 6, 2014	EX-99.1	XPO Logistics to Acquire Pacer International, the Third Largest Provider of Intermodal Transportation Services in North America Pacer is the largest provider of intermodal services in the fast-growing cross-border Mexico market Cash and stock transac EX-99.1 Exhibit 99.1 XPO Logistics to Acquire Pacer International, the Third Largest Provider of Intermodal Transportation Services in North America Pacer is the largest provider of intermodal services in the fast-growing cross-border Mexico market Cash and stock transaction valued at $335 million expected to be significantly and immediately accretive to earnings Complementary service offerings wi
January 6, 2014	425	Merger Prospectus - 425 425 Filed by XPO Logistics, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Pacer International, Inc. (Commission File No. 000-49828) Additional Information In connection with the acquisition (the “Merger”) of Pacer International, Inc. (“Pacer”) by XPO Logistics, Inc. (“XPO”), XPO w
January 6, 2014	425	Merger Prospectus - 8-K 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) January 6, 2014 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jurisdiction
November 19, 2013	8-K	Regulation FD Disclosure - 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) November 19, 2013 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
November 19, 2013	EX-99.1	Pacer International Announces 2014 Guidance EXHIBIT 99.1 Pacer International Announces 2014 Guidance DUBLIN Ohio, November 19, 2013 (BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today announced its forecasted 2014 revenues, earnings per share and other guidance. As of the date of this press release, we are making the following forecast of our
October 25, 2013	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828
October 24, 2013	8-K	Results of Operations and Financial Condition - 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) October 24, 2013 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
October 24, 2013	EX-99.1	Pacer International Reports Third Quarter Results EXHIBIT 99.1 Pacer International Reports Third Quarter Results DUBLIN Ohio, October 24, 2013 (BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three and nine month periods ended September 30, 2013. THIRD QUARTER RESULTS • Earnings per share more than doubled from
October 10, 2013	SC 13D/A	PACR / Pacer International Inc / Northern Right Capital Management, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* PACER INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 69373H106 (CUSIP Number) Becker Drapkin Management, L.P. Attn: Steven R. Becker Attn: Matthew A. Drapkin 500 Crescent Court, Suite 230 Dallas, Texas 75201 (21
August 21, 2013	SC 13D/A	PACR / Pacer International Inc / Northern Right Capital Management, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) * PACER INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 69373H106 (CUSIP Number) Becker Drapkin Management, L.P. Attn: Steven R. Becker Attn: Matthew A. Drapkin 500 Crescent Court, Suite 230 Dallas, Texas 75201 (2
August 21, 2013	EX-24.3	POWER OF ATTORNEY August 21, 2013 Exhibit 24.3 POWER OF ATTORNEY August 21, 2013 Know all men by these presents, that each of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin hereby constitutes and appoints Ashley Sekimoto, as the true and lawful attorney-in-fact and agent of such party with full power and authority and ful
July 26, 2013	EX-3.1	AMENDMENT PACER INTERNATIONAL, INC. (a Tennessee corporation) Adopted July 23, 2013 Exhibit 3.1 AMENDMENT TO BYLAWS OF PACER INTERNATIONAL, INC. (a Tennessee corporation) Adopted July 23, 2013 By action of the Board of Directors on July 23, 2013, Article XI of the Second Amended and Restated Bylaws of Pacer International, Inc. hereby is amended and restated to read as follows: Unless otherwise provided for in these Bylaws, any notice or other communication may be given or sent by
July 26, 2013	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828 PACE
July 25, 2013	8-K	Results of Operations and Financial Condition - 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) July 25, 2013 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 inc
July 25, 2013	EX-99.1	Pacer International Reports Second Quarter Results EXHIBIT 99.1 Pacer International Reports Second Quarter Results DUBLIN Ohio, July 25, 2013 (BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three and six month periods ended June 30, 2013. SECOND QUARTER RESULTS • Income from operations improved by 20.0% from the
May 6, 2013	SC 13D	PACR / Pacer International Inc / Northern Right Capital Management, L.P. - ALTPACER13D Activist Investment OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response: 14.
April 25, 2013	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828 PAC
April 25, 2013	EX-10.2	[Remainder of page intentionally left blank.] Exhibit 10.2 EMPLOYMENT AGREEMENT dated as of April 8, 2013, between Pacer International, Inc., a Tennessee corporation (the ?Company?), and Julie A. Krehbiel (the ?Executive?). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive?s employment with the Company. Accordingly, in consideration of the mutual covenants and agreements set forth in this A
April 25, 2013	EX-10.3	Separation Agreement and Release of Claims Exhibit 10.3 Separation Agreement and Release of Claims This Separation Agreement and Release of Claims (the “Agreement”) is between Pacer International, Inc. and Michael A. Burns (“you”) and memorializes our mutual agreement and understanding in connection with the termination of your employment with Pacer International, Inc. (“Pacer”), and its Affiliates (as defined in Section 19 below) (collect
April 25, 2013	EX-10.1	PACER INTERNATIONAL, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN EFFECTIVE APRIL 16, 2013 Exhibit 10.1 PACER INTERNATIONAL, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN EFFECTIVE APRIL 16, 2013 TABLE OF CONTENTS PACER INTERNATIONAL, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN Table of Contents Page Article 1 Definitions 1 1.1 Account 1 1.2 Administrator or Plan Administrator 1 1.3 Board 1 1.4 Code 1 1.5 Covered Compensation 1 1.6 Deferrals 1 1.7 Deferral Election 2 1.8 Discretionary C
April 24, 2013	8-K	Results of Operations and Financial Condition - 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 24, 2013 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 in
April 24, 2013	EX-99.1	Pacer International Reports First Quarter Results EXHIBIT 99.1 Pacer International Reports First Quarter Results DUBLIN Ohio, April 24, 2013 (BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three-month period ended March 31, 2013. FIRST QUARTER RESULTS • Earnings per share increased more than three fold in the f
March 22, 2013	8-K	Current Report 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) March 18, 2013 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee (State or other jurisdiction of incorporation
March 13, 2013	DEF 14A	- DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
March 13, 2013	DEFA14A	- DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
February 13, 2013	SC 13G	PACR / Pacer International Inc / VANGUARD GROUP INC Passive Investment pacerinternationalinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Pacer International Inc Title of Class of Securities: Common Stock CUSIP Number: 69373H106 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the approp
February 8, 2013	EX-21	SUBSIDIARIES OF PACER INTERNATIONAL, INC. Exhibit 21 SUBSIDIARIES OF PACER INTERNATIONAL, INC. Jurisdiction of Incorporation Intermodal Container Service, Inc. d/b/a Harbor Rail Transport California Manufacturers Consolidation Service of Canada, Inc. Delaware Pacer Cartage, Inc. Delaware Pacer Transport, Inc. California Pacer Distribution Services, Inc. Delaware PDS Trucking, Inc. Delaware RF International, Ltd. New York Ocean World Lines
February 8, 2013	EX-10.46	EMPLOYMENT AGREEMENT dated as of November 12, 2012, between Pacer International, Inc., a Tennessee corporation (the “Company”), and Paul C. Svindland (the “Executive”). Exhibit 10.46 EMPLOYMENT AGREEMENT dated as of November 12, 2012, between Pacer International, Inc., a Tennessee corporation (the “Company”), and Paul C. Svindland (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Accordingly, in consideration of the mutual covenants and agreements set forth in t
February 8, 2013	EX-10.34	PACER INTERNATIONAL, INC. 2013 PERFORMANCE BONUS PLAN Exhibit 10.34 PACER INTERNATIONAL, INC. 2013 PERFORMANCE BONUS PLAN I. BONUS PLAN The Pacer International, Inc., 2013 Performance Bonus Plan (the “Bonus Plan”) is a variable pay plan providing compensation payments that are contingent upon achieving pre-determined performance objectives or criteria with respect to the 2013 fiscal year period of Pacer International, Inc. (“Pacer International”), an
February 8, 2013	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828 PACER IN
February 8, 2013	EX-10.30	RESTRICTED STOCK AWARD AGREEMENT FOR INDEPENDENT DIRECTORS PURSUANT TO THE PACER INTERNATIONAL, INC. 2012 OMNIBUS INCENTIVE PLAN Exhibit 10.30 RESTRICTED STOCK AWARD AGREEMENT FOR INDEPENDENT DIRECTORS PURSUANT TO THE PACER INTERNATIONAL, INC. 2012 OMNIBUS INCENTIVE PLAN This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 201 by and between Pacer International, Inc. (the “Company”), a Tennessee corporation, and (the “Grantee”). Background Information The Board of Directors (th
February 7, 2013	EX-99.1	Pacer International Reports Fourth Quarter Results EXHIBIT 99.1 Pacer International Reports Fourth Quarter Results DUBLIN Ohio, February 7, 2013 (BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three-month period and the year ended December 31, 2012. FOURTH QUARTER RESULTS • Income from operations increased 9.0%,
February 7, 2013	8-K	Results of Operations and Financial Condition - 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) February 7, 2013 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
October 26, 2012	EX-10.3	[Remainder of page intentionally left blank.] Exhibit 10.3 EMPLOYMENT AGREEMENT dated as of September 11, 2012, between Pacer International, Inc., a Tennessee corporation (the ?Company?), and Jeff Cook (the ?Executive?). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive?s employment with the Company. Accordingly, in consideration of the mutual covenants and agreements set forth in this Agre
October 26, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828
October 26, 2012	EX-10.2	Form of Restricted Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2012 Omnibus Incentive Plan (for employees) Exhibit 10.2 Form of Restricted Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2012 Omnibus Incentive Plan (for employees) This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 201 by and between Pacer International, Inc. (the “Company”), a Tennessee corporation, and (the “Grantee”). Background Information The Board of Direct
October 26, 2012	EX-10.4	Compensation Elements for Paul C. Svindland Title Chief Operating Officer Annual Base Salary $425,000 Sign-On Bonus $250,000 payable on February 15, 2013, subject to employment on that date Monthly Car Allowance $1,200 Perquisites Reimbursement of re EX-10.4 EXHIBIT 10.4 Compensation Elements for Paul C. Svindland Title Chief Operating Officer Annual Base Salary $425,000 Sign-On Bonus $250,000 payable on February 15, 2013, subject to employment on that date Monthly Car Allowance $1,200 Perquisites Reimbursement of reasonable country club membership dues Target Annual Bonus Plan Percentage 75% of annual base salary, consistent with the company’
October 26, 2012	EX-10.1	Separation Agreement and Release of Claims EX-10.1 Exhibit 10.1 Separation Agreement and Release of Claims This Separation Agreement and Release of Claims (the “Agreement”) is between Pacer International, Inc. and Michael Gordon (“you” or “Employee”) and memorializes our mutual agreement and understanding in connection with the termination of your employment with Pacer International, Inc. (“Pacer”), and its Affiliates (as defined in Sectio
October 25, 2012	EX-99.2	Pacer and Union Pacific Railroad Enter New Agreement to Service Cross Border Automotive Parts Business Press Release EXHIBIT 99.2 Pacer and Union Pacific Railroad Enter New Agreement to Service Cross Border Automotive Parts Business DUBLIN, Ohio, October 24, 2012 (BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), a leading North American freight transportation and global logistics services provider, is pleased to announce that it has entered into a multi-year agreement to arrange, manage and
October 25, 2012	8-K	Regulation FD Disclosure, Results of Operations and Financial Condition, Other Events 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) October 25, 2012 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jurisdiction (I.
October 25, 2012	EX-99.1	Pacer International Reports Third Quarter Results Press Release EXHIBIT 99.1 Pacer International Reports Third Quarter Results DUBLIN Ohio, October 25, 2012(BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three and nine month periods ended September 30, 2012. THIRD QUARTER RESULTS • Income from operations in the
September 14, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 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): 09/11/2012 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 (IRS
August 13, 2012	CORRESP	- DC12556.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing [PACER LETTERHEAD] August 13, 2012 CONFIDENTIAL TREATMENT REQUESTED BY PACER INTERNATIONAL, INC. FILED BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Lyn Shenk, Branch Chief Doug Jones Re: Pacer International, Inc. File No. 000-49
July 31, 2012	EX-10.1	FIRST AMENDMENT TO CREDIT AGREEMENT EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of July 6, 2012 (this “Amendment”), is entered into among PACER INTERNATIONAL, INC., a Tennessee corporation (“Pacer”), each of Pacer’s Domestic Subsidiaries identified as a “Borrower” on the signature pages hereto (together with Pacer, collectively, the “Borrowers” and individually, a “Borro
July 31, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
July 31, 2012	EX-10.2	FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2012 OMNIBUS INCENTIVE PLAN (employee - two performance metrics version) EX-10.2 Exhibit 10.2 FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2012 OMNIBUS INCENTIVE PLAN (employee - two performance metrics version) This PERFORMANCE STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 201 by and between Pacer International, Inc. (the “Company”), a Tennessee corporation, and (the “Grantee”). Bac
July 30, 2012	CORRESP	- [PACER LETTERHEAD] [PACER LOGO] July 30, 2012 FILED BY EDGAR Securities and Exchange Commission 450 Fifth Street, N.
July 26, 2012	EX-99.1	Pacer International Reports Second Quarter Results Press Release EXHIBIT 99.1 Pacer International Reports Second Quarter Results DUBLIN Ohio, July 26, 2012 (BUSINESS WIRE)–Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three and six month periods ended June 30, 2012. SECOND QUARTER RESULTS • Total intermodal revenue improved $
July 26, 2012	8-K	Results of Operations and Financial Condition - CURRENT REPORT Current Report 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) July 26, 2012 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other juri
July 6, 2012	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 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): 07/06/2012 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 (IRS
July 6, 2012	EX-10	FIRST AMENDMENT TO CREDIT AGREEMENT Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of July 6, 2012 (this “Amendment”), is entered into among PACER INTERNATIONAL, INC.
June 5, 2012	S-8	- FORM S-8 Form S-8 As filed with the Securities and Exchange Commission on June 5, 2012 Registration No.
April 30, 2012	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders 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 25, 2012 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jurisdiction (I.R.
April 27, 2012	EX-10.4	NONSTATUTORY STOCK OPTION AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2012 OMNIBUS INCENTIVE PLAN Exhibit 10.4 NONSTATUTORY STOCK OPTION AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2012 OMNIBUS INCENTIVE PLAN This NON-STATUTORY STOCK OPTION AWARD AGREEMENT (the ?Agreement?) is made and entered into as of the day of , 201 , by and between Pacer International, Inc. (the ?Company?), a Tennessee corporation, and (the ?Grantee?). Background Information The Compensation Committee and t
April 27, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 27, 2012	EX-10.1	PURCHASE AND SALE AGREEMENT Purchase and Sale Agreement Exhibit 10.1 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (as amended, the “Agreement”) is made as of this 17th day of January, 2012 by and among GENERAL ELECTRIC RAILCAR SERVICES CORPORATION, a corporation organized under the laws of the State of Delaware (“Seller”), PACER INTERNATIONAL, INC., a corporation organized under the laws of the State of Tenne
April 27, 2012	EX-10.5	FORM OF BILL OF SALE Bill of Sale Exhibit 10.5 FORM OF BILL OF SALE For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PACER STACKTRAIN, INC. (“Seller”), owner of the full legal and beneficial title to the intermodal cars described on the attached Schedule (the “Cars”), does hereby sell, grant, transfer and deliver all its right, title and interest in and to the Cars free and clea
April 27, 2012	EX-10.6	WITNESSETH: Exhibit 10.6 THIS BILL OF SALE is given by PACER STACKTRAIN, INC. (herein the ?Seller?) to BB&T EQUIPMENT FINANCE CORPORATION, its successors and assigns (herein the ?Buyer?). WITNESSETH: THAT FOR TEN DOLLARS ($10.00) AND OTHER GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby bargain, sell, assign, transfer and set over to Buyer, its
April 27, 2012	EX-3.2	AMENDMENT PACER INTERNATIONAL, INC. (a Tennessee corporation) Adopted April 25, 2012 Amendment to the 2nd Amended and Restated Bylaws Exhibit 3.2 AMENDMENT TO BYLAWS OF PACER INTERNATIONAL, INC. (a Tennessee corporation) Adopted April 25, 2012 By action of the Board of Directors on February 7, 2012 and subject to the shareholders’ approval of the addition of Section 10(d) to the Charter, which was obtained on April 25, 2012, Section 2.8 of the Second Amended and Restated Bylaws of
April 27, 2012	EX-10.2	[Remainder of page intentionally left blank.] Employment Agreement Exhibit 10.2 EMPLOYMENT AGREEMENT dated as of March 12, 2012, between Pacer International, Inc., a Tennessee corporation (the “Company”), and Robert W. Noonan (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Accordingly, in consideration of the mutual covenants and agreement
April 27, 2012	EX-3.1	AMENDMENT TO SECOND AMENDED AND RESTATED CHARTER PACER INTERNATIONAL, INC. Amendment to the 2nd Amended and Restated Charter Exhibit 3.1 AMENDMENT TO SECOND AMENDED AND RESTATED CHARTER PACER INTERNATIONAL, INC. Pursuant to Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation hereby amends its Second Amended and Restated Charter as follows: I. The name of the corporation is Pacer International, Inc. II. The Section 10 of the Second Ame
April 26, 2012	EX-99.1	Pacer International Reports First Quarter Results Press Release Exhibit 99.1 Pacer International Reports First Quarter Results DUBLIN Ohio, April 26, 2012(BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three-month period ended March 31, 2012. FIRST QUARTER RESULTS • Total intermodal revenue improved $5.4 millio
April 26, 2012	8-K	Results of Operations and Financial Condition - CURRENT REPORT Current Report 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 26, 2012 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jur
April 3, 2012	8-K	Other Events - BB&T HUNTINGTON ADDITIONAL DISCLOSURE 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): 03/27/2012 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 (IRS
April 2, 2012	8-K	Entry into a Material Definitive Agreement, Other Events - 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): 03/27/2012 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 (IRS
March 14, 2012	DEF 14A	- DEFINITIVE PROXY STATEMENT Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
March 14, 2012	DEFA14A	- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
March 1, 2012	8-K	Entry into a Material Definitive Agreement, Other Events - 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): 02/28/2012 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 (IRS
March 1, 2012	PRE 14A	- PRELIMINARY PROXY STATEMENT Preliminary Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
February 13, 2012	EX-99.(I)	to Schedule 13G Identification and Classification of the Subsidiary Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.
February 13, 2012	EX-99.(II)	to Schedule 13G Joint Filing Agreement Joint Filing Agreement Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2012 in connection with their beneficial ownership of Pacer International, Inc.
February 13, 2012	SC 13G/A	PACR / Pacer International Inc / AMERIPRISE FINANCIAL INC - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment Schedule 13G Amendment No. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 Pacer International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69373H106 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan
February 10, 2012	EX-10.29	PACER INTERNATIONAL, INC. 2012 PERFORMANCE BONUS PLAN 2012 Performance Bonus Plan Exhibit 10.29 PACER INTERNATIONAL, INC. 2012 PERFORMANCE BONUS PLAN I. BONUS PLAN The Pacer International, Inc., 2012 Performance Bonus Plan (the “Bonus Plan”) is a variable pay plan providing compensation payments that are contingent upon achieving pre-determined performance objectives or criteria with respect to the 2012 fiscal year period of Pacer International, Inc.
February 10, 2012	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828 PACER IN
February 10, 2012	SC 13G/A	PACR / Pacer International Inc / NORTHPOINTE CAPITAL LLC - NORTHPOINTE CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pacer International, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 69373H106 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi
February 10, 2012	EX-21	SUBSIDIARIES OF PACER INTERNATIONAL, INC. Jurisdiction of Incorporation Intermodal Container Service, Inc. d/b/a Harbor Rail Transport California Manufacturers Consolidation Service of Canada, Inc. Delaware Pacer Cartage, Inc. Delaware Pacer Transpor Exhibit 21 SUBSIDIARIES OF PACER INTERNATIONAL, INC. Jurisdiction of Incorporation Intermodal Container Service, Inc. d/b/a Harbor Rail Transport California Manufacturers Consolidation Service of Canada, Inc. Delaware Pacer Cartage, Inc. Delaware Pacer Transport, Inc. California Pacer Distribution Services, Inc. Delaware PDS Trucking, Inc. Delaware RF International, Ltd. New York Ocean World Lines
February 10, 2012	EX-10.25	FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2006 LONG-TERM INCENTIVE PLAN (two performance metrics version) Form of Performance Unit Award Agreement Exhibit 10.25 FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2006 LONG-TERM INCENTIVE PLAN (two performance metrics version) This PERFORMANCE STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 201 by and between Pacer International, Inc. (the “Company”), a Tennessee corporation,
February 10, 2012	EX-10.24	NONSTATUTORY STOCK OPTION AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2006 LONG-TERM INCENTIVE PLAN Form of Stock Option Award Agreement Exhibit 10.24 NONSTATUTORY STOCK OPTION AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2006 LONG-TERM INCENTIVE PLAN This NON-STATUTORY STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 20 , by and between Pacer International, Inc. (the “Company”), a Tennessee corporation, and (the “Grantee”). Background Infor
February 9, 2012	8-K	Results of Operations and Financial Condition - CURRENT REPORT Current Report 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) February 9, 2012 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other j
February 9, 2012	EX-99.1	Pacer International Reports Three Fold Increase in Income from Operations for the Fourth Quarter Press Release EXHIBIT 99.1 Pacer International Reports Three Fold Increase in Income from Operations for the Fourth Quarter DUBLIN Ohio, February 9, 2012(BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three-month period and the year ended December 31, 2011. FOUR
February 9, 2012	SC 13G/A	PACR / Pacer International Inc / VANGUARD GROUP INC Passive Investment pacerinternationalinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1 )* Name of issuer: PACER INTERNATIONAL INC Title of Class of Securities: Common Stock CUSIP Number: 69373H106 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the appropr
January 20, 2012	8-K	Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets - 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): 01/17/2012 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 (IRS
January 13, 2012	SC 13G/A	PACR / Pacer International Inc / HOURGLASS CAPITAL, LLC - AMENDMENT NO. 1 TO SC 13G Passive Investment AMENDMENT NO. 1 TO SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PACER INTERNATIONAL, INC. (Name of issuer) Common Stock (Title of class of securities) 69373H106 (CUSIP number) December 31, 2011 (Date of event which requires filing of this statement) Check the appropriate box to designate the
November 2, 2011	EX-10.1	[Remainder of page intentionally left blank.] Employment Agreement Exhibit 10.1 EMPLOYMENT AGREEMENT dated as of May 16, 2011, between Pacer International, Inc., a Tennessee corporation (the “Company”), and Florian Kete (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Accordingly, in consideration of the mutual covenants and agreements set
November 2, 2011	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828
October 27, 2011	EX-99.1	Pacer International Reports Three Fold increase in Income from Operations Press Release EXHIBIT 99.1 Pacer International Reports Three Fold increase in Income from Operations DUBLIN Ohio, October 27, 2011 (BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three and nine month periods ended September 30, 2011. THIRD QUARTER RESULTS • Reve
October 27, 2011	8-K	Results of Operations and Financial Condition 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) October 27, 2011 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
August 4, 2011	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828 PACE
July 28, 2011	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) July 28, 2011 PACER INTERNATIONAL, Current Report 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) July 28, 2011 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other juri
July 28, 2011	EX-99.1	Pacer International Reports Three-fold Increase in Second Quarter Earnings Press Release Exhibit 99.1 Pacer International Reports Three-fold Increase in Second Quarter Earnings DUBLIN Ohio, July 28, 2011 (BUSINESS WIRE) –Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three and six month periods ended June 30, 2011. SECOND QUARTER RESULTS • Revenues w
July 28, 2011	8-K	Completion of Acquisition or Disposition of Assets 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): 07/22/2011 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 (IRS
May 9, 2011	EX-16.1	[PwC Logo] Exhibit 16.1 [PwC Logo] May 9, 2011 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Pacer International, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Pacer International, Inc. dated May 4, 2011. We agree
May 9, 2011	8-K	Changes in Registrant's Certifying Accountant 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): 05/04/2011 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 (IRS
May 4, 2011	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828 PAC
May 4, 2011	EX-10.1	PURCHASE AND SALE AGREEMENT Purchase and Sale Agreement Exhibit 10.1 Execution Copy PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (as amended, the “Agreement”) is made as of this 31st day of March, 2011, by and among GENERAL ELECTRIC RAILCAR SERVICES CORPORATION, a corporation organized under the laws of the State of Delaware (“Seller”), PACER INTERNATIONAL, INC., a corporation organized under the laws of the
May 4, 2011	EX-3.1	ARTICLES OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CHARTER PACER INTERNATIONAL, INC. Exhibit 3.1 ARTICLES OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CHARTER OF PACER INTERNATIONAL, INC. Pursuant to the provisions of Section 48-20-103 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its Second Amended and Restated Charter: 1. The name of the corporation is: Pacer International, Inc. 2. Section 12 of the charte
April 28, 2011	EX-99.1	Pacer International Reports First Quarter Results Exhibit 99.1 Pacer International Reports First Quarter Results DUBLIN Ohio, April 28, 2011(BUSINESS WIRE)?Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three month period ended March 31, 2011. FIRST QUARTER RESULTS ? Income from operations increased by $3.3 million; ? Gross m
April 28, 2011	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 28, 2011 PACER INTERNATIONAL Current Report 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 28, 2011 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jur
April 6, 2011	8-K	Entry into a Material Definitive Agreement 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): 04/01/2011 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 (IRS
March 14, 2011	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment N UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
March 14, 2011	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment N UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
March 2, 2011	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment N Preliminary Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
February 24, 2011	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTI Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828 PACER IN
February 24, 2011	EX-10.48	[Remainder of page intentionally left blank.] Employment Agreement Exhibit 10.48 EMPLOYMENT AGREEMENT dated as of July 15, 2010, between Pacer International, Inc., a Tennessee corporation (the “Company”), and Michael Clark (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Accordingly, in consideration of the mutual covenants and agreements s
February 24, 2011	EX-10.52	AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Amendment No. 1 to Employment Agreement Exhibit 10.52 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) is by and between PACER CARTAGE, INC., a Delaware corporation (the “Company”), and VAL T. NOEL (the “Executive”). WHEREAS, the Company and the Executive have executed a Employment Agreement dated as of the 31st day of July, 2006 (the “Agreemen
February 24, 2011	EX-10.51	[Remainder of page intentionally left blank.] Employment Agreement Exhibit 10.51 EMPLOYMENT AGREEMENT executed as of July 31, 2006, between Pacer Cartage, Inc., a Delaware corporation (the “Company”), and Val T. Noel (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Accordingly, in consideration of the mutual covenants and agreements set for
February 24, 2011	EX-10.32	RESTRICTED STOCK AWARD AGREEMENT FOR INDEPENDENT DIRECTORS PURSUANT TO THE PACER INTERNATIONAL, INC. 2006 LONG-TERM INCENTIVE PLAN Form of Restricted Stock Award Agreement for Independent Directors Exhibit 10.32 RESTRICTED STOCK AWARD AGREEMENT FOR INDEPENDENT DIRECTORS PURSUANT TO THE PACER INTERNATIONAL, INC. 2006 LONG-TERM INCENTIVE PLAN This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , by and between Pacer International, Inc. (the “Company”), a Tennessee corporation, and (
February 24, 2011	EX-10.33	Form of Performance Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2006 Long-Term Incentive Plan (two performance metrics version) PACER INTERNATIONAL, INC. PERFORMANCE STOCK UNIT AWARD Form of Performance Unit Award Agreement Exhibit 10.33 Form of Performance Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2006 Long-Term Incentive Plan (two performance metrics version) PACER INTERNATIONAL, INC. PERFORMANCE STOCK UNIT AWARD This PERFORMANCE STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of by and between Pacer Internationa
February 24, 2011	EX-10.14	EQUIPMENT LEASE AGREEMENT Exhibit 10.14 [ * ] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. EQUIPMENT LEASE AGREEMENT THIS EQUIPMENT LEASE AGREEMENT (this ?Agreement?), made and entered into on October 14, 2010, and effective as of October 1, 2010 (the ?Effective Date?), by and between UNION PACI
February 24, 2011	EX-10.1	$125,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 30, 2010 PACER INTERNATIONAL, INC. AND EACH OF ITS DOMESTIC SUBSIDIARIES PARTY HERETO, as Borrowers, The L/C Issuers Party Hereto, The Lenders Party Hereto, BANK OF AMERIC Second Amended and Restated Credit Agreement Exhibit 10.1 EXECUTION VERSION $125,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 30, 2010 among PACER INTERNATIONAL, INC. AND EACH OF ITS DOMESTIC SUBSIDIARIES PARTY HERETO, as Borrowers, The L/C Issuers Party Hereto, The Lenders Party Hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender WELLS FAR
February 24, 2011	EX-10.41	PACER INTERNATIONAL, INC. 2011 PERFORMANCE BONUS PLAN Pacer International, Inc. 2011 Performance Bonus Plan Exhibit 10.41 PACER INTERNATIONAL, INC. 2011 PERFORMANCE BONUS PLAN I. BONUS PLAN The Pacer International, Inc., 2011 Performance Bonus Plan (the “Bonus Plan”) is a variable pay plan providing compensation payments that are contingent upon achieving pre-determined performance objectives or criteria with respect to the 2011 fiscal year period of
February 24, 2011	EX-21	SUBSIDIARIES OF PACER INTERNATIONAL, INC. Jurisdiction of Incorporation Intermodal Container Service, Inc. d/b/a Harbor Rail Transport California Manufacturers Consolidation Service of Canada, Inc. Delaware Pacer Cartage, Inc. Delaware Pacer Transpor Exhibit 21 SUBSIDIARIES OF PACER INTERNATIONAL, INC. Jurisdiction of Incorporation Intermodal Container Service, Inc. d/b/a Harbor Rail Transport California Manufacturers Consolidation Service of Canada, Inc. Delaware Pacer Cartage, Inc. Delaware Pacer Transport, Inc. California Pacer Distribution Services, Inc. Delaware PDS Trucking, Inc. Delaware RF International, Ltd. New York Ocean World Lines
February 23, 2011	SC 13G/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pacer International, Inc. (Name of Issuer) Common Stock, par Value $.01 (Title of Class of Securities) ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pacer International, Inc. (Name of Issuer) Common Stock, par Value $.01 (Title of Class of Securities) 69373H106 (CUSIP Number) February 15, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs
February 23, 2011	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par Value $.
February 15, 2011	SC 13G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pacer International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69373H106 (CUSIP Num pacer13g.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pacer International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69373H106 (CUSIP Number) 12/31/2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate
February 14, 2011	SC 13G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pacer International, Inc. (Name of Issuer) Common Stock, par Value $.01 (Title of Class of Securities) (C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pacer International, Inc. (Name of Issuer) Common Stock, par Value $.01 (Title of Class of Securities) 69373H106 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu
February 14, 2011	EX-99.1	JOINT FILING AGREEMENT Exhibit 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par Value $.
February 11, 2011	SC 13G	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Pacer International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69373H106 (CUSIP Number) December 31, 2010 (Da SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Pacer International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69373H106 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This Sc
February 11, 2011	SC 13G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PACER INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Jan UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PACER INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 69373H106 (CUSIP Number) January 21, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
February 11, 2011	EX-99.1	JOINT FILING AGREEMENT February 11, 2011 exv99w1 EXHIBIT 99.1 JOINT FILING AGREEMENT February 11, 2011 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulati
February 11, 2011	EX-99.II	to Schedule 13G Joint Filing Agreement exv99wii Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 11, 2011 in connection with their beneficial ownership of Pacer International, Inc.
February 11, 2011	EX-99.I	to Schedule 13G exv99wi Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser — Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.
February 10, 2011	SC 13G	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* pacerinter.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: PACER INTERNATIONAL INC Title of Class of Securities: COMMON STOCK CUSIP Number: 69373H106 Date of Event Which Requires Filing of this Statement: December 31, 2010 Check the appropriate box to
February 9, 2011	EX-99.1	Pacer International Reports Fourth Quarter and Annual Results Exhibit 99.1 Pacer International Reports Fourth Quarter and Annual Results DUBLIN Ohio, February 9, 2011 (BUSINESS WIRE)?Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three- and twelve-month periods ended December 31, 2010. 2010 Highlights ? Replaced a significant portion of
February 9, 2011	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) February 9, 2011 PACER INTERNATION Current Report 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) February 9, 2011 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other j
January 5, 2011	EX-99.1	Pacer International Enters Into New Credit Agreement Press Release Exhibit 99.1 News Release Pacer International Enters Into New Credit Agreement Dublin, OH, January 4, 2011 (BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), a leading North American freight transportation and global logistics services provider, has successfully entered into a new financing arrangement with Bank of America and Wells Fargo, with Bank of America, N.A., as admini
January 5, 2011	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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) December 30, 2010 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jurisdiction in
January 5, 2011	EX-10.1	$125,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 30, 2010 PACER INTERNATIONAL, INC. AND EACH OF ITS DOMESTIC SUBSIDIARIES PARTY HERETO, as Borrowers, The L/C Issuers Party Hereto, The Lenders Party Hereto, BANK OF AMERIC Second Amended and Restated Credit Agreement Exhibit 10.1 EXECUTION VERSION $125,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 30, 2010 among PACER INTERNATIONAL, INC. AND EACH OF ITS DOMESTIC SUBSIDIARIES PARTY HERETO, as Borrowers, The L/C Issuers Party Hereto, The Lenders Party Hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender WELLS FAR
November 8, 2010	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
November 8, 2010	EX-10.1	Separation Agreement and Release of Claims Exhibit 10.1 Separation Agreement and Release of Claims This Settlement Agreement (the ?Agreement?) is between Pacer International, Inc. and Peter A. Mettra (?you?) and memorializes our mutual agreement and understanding in connection with the termination of your employment with Pacer Stacktrain, Inc. (?Pacer?), and its Affiliates (as defined in Section 19 below) (collectively, the ?Company?) and
November 3, 2010	EX-99.1	Pacer International Reports Third Quarter and Year to Date Results Exhibit 99.1 Pacer International Reports Third Quarter and Year to Date Results DUBLIN Ohio, November 3, 2010 (BUSINESS WIRE)?Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three- and nine-month periods ended September 30, 2010. THIRD QUARTER RESULTS ? Operating income increas
November 3, 2010	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) November 3, 2010 PACER INTERNATION 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) November 3, 2010 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jurisdi
October 15, 2010	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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): 10/15/2010 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 (IRS
August 5, 2010	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828 PACE
August 5, 2010	EX-10.2	Separation Agreement and Release of Claims Exhibit 10.2 Separation Agreement and Release of Claims This Settlement Agreement (the ?Agreement?) is between Pacer International, Inc. and Peter K. Baumhefner (?you?) and memorializes our mutual agreement and understanding in connection with the termination of your employment with Pacer Stacktrain, Inc. (?Pacer?), and its Affiliates (as defined in Section 19 below) (collectively, the ?Company?)
August 5, 2010	EX-10.1	Separation Agreement and Release of Claims Separation Agreement and Release of Claims Adriene B. Bailey Exhibit 10.1 Separation Agreement and Release of Claims This Settlement Agreement (the “Agreement”) is between Pacer International, Inc. and Adriene B. Bailey (“you”) and memorializes our mutual agreement and understanding in connection with the termination of your employment with Pacer International, Inc. (“Pacer”), and its Affiliates (
August 5, 2010	CORRESP	August 5, 2010 August 5, 2010 FILED BY UPS AND EDGAR Securities and Exchange Commission 450 Fifth Street, N.
August 4, 2010	EX-99.1	Pacer International Reports Improved Second Quarter and Year to Date Results Press Release Exhibit 99.1 Pacer International Reports Improved Second Quarter and Year to Date Results DUBLIN Ohio, August 4, 2010(BUSINESS WIRE)–Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three- and six-month periods ended June 30, 2010. SECOND QUARTER RESULTS • Revenues
August 4, 2010	8-K	Results of Operations and Financial Condition 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) August 4, 2010 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 in
July 14, 2010	CORRESP	July 14, 2010 Correspondence Letter July 14, 2010 FILED BY EDGAR Securities and Exchange Commission 450 Fifth Street, N.
June 11, 2010	EX-10.1	Form of Performance Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2006 Long-Term Incentive Plan PACER INTERNATIONAL, INC. PERFORMANCE STOCK UNIT AWARD Form of Performance Stock Unit Award Agreement Exhibit 10.1 Form of Performance Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2006 Long-Term Incentive Plan PACER INTERNATIONAL, INC. PERFORMANCE STOCK UNIT AWARD This PERFORMANCE STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 20 by and between Pacer International, Inc. (the “Company”),
June 11, 2010	8-K	Current Report 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) June 7, 2010 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee (State or other jurisdiction of incorporation)
June 11, 2010	EX-10.2	Form of Restricted Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2006 Long-Term Incentive Plan PACER INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD Form of Time-Based Restricted Stock Unit Award Agreement Exhibit 10.2 Form of Restricted Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2006 Long-Term Incentive Plan PACER INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 20 by and between Pacer International, Inc. (the “Com
June 10, 2010	SC 13G/A	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1)* pacer international inc ___________________________________________________________ (Name of Issuer) COMMON STOCK _____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1)* pacer international inc (Name of Issuer) COMMON STOCK (Title of Class of Securities) 69373H106 (CUSIP Number) May 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed:
June 1, 2010	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits 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): 05/25/2010 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 (IRS
June 1, 2010	EX-3.1	ARTICLES OF AMENDMENT TO SECOND AMENDED AND RESTATED CHARTER PACER INTERNATIONAL, INC. Charter of the Audit Committee of the BOD of Pacer International Exhibit 3.l ARTICLES OF AMENDMENT TO SECOND AMENDED AND RESTATED CHARTER PACER INTERNATIONAL, INC. Pursuant to Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation hereby amends its Second Amended and Restated Charter as follows: The name of the corporation is Pacer International, Inc. The text of
May 7, 2010	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828 PAC
May 7, 2010	EX-10.2	[Remainder of page intentionally left blank.] Exhibit 10.2 EMPLOYMENT AGREEMENT dated as of March 29, 2010, between Pacer International, Inc., a Tennessee corporation (the ?Company?), and John J. Hafferty (the ?Executive?). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive?s employment with the Company. Accordingly, in consideration of the mutual covenants and agreements set forth in this A
May 7, 2010	EX-10.3	Separation Agreement and Release of Claims Separation Agreement between Pacer International and Marc Jensen Exhibit 10.3 Separation Agreement and Release of Claims This Settlement Agreement (the “Agreement”) is between Pacer International, Inc. and Marc L. Jensen (“you”) and memorializes our mutual agreement and understanding in connection with the termination of your employment with Pacer International, Inc. (“Pacer”), and its Affiliates
May 7, 2010	EX-10.4	Separation Agreement and Release of Claims Separation Agreement between Pacer International and Brian C. Kane Exhibit 10.4 Separation Agreement and Release of Claims This Settlement Agreement (the “Agreement”) is between Pacer International, Inc. and Brian C. Kane (“you”) and memorializes our mutual agreement and understanding in connection with the termination of your employment with Pacer International, Inc. (“Pacer”), and its Affiliates
May 7, 2010	EX-10.1	[Remainder of page intentionally left blank.] Employment Agreement between Pacer International and Michael A. Burns Exhibit 10.1 EMPLOYMENT AGREEMENT dated as of March 29, 2010, between Pacer International, Inc., a Tennessee corporation (the “Company”), and Michael A. Burns (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Accordingly, in co
May 6, 2010	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) May 5, 2010 PACER INTERNATIONAL, I 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) May 5, 2010 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jurisdiction
May 6, 2010	EX-99.1	Pacer International Reports First Quarter 2010 Results Press Release Exhibit 99.1 Pacer International Reports First Quarter 2010 Results CONCORD, California, May 5, 2010(BUSINESS WIRE) — Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three-month period ended March 31, 2010. FIRST QUARTER RESULTS • Revenues increased $5.1 million t
April 2, 2010	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 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): 03/29/2010 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 (IRS
April 2, 2010	EX-99.1	PACER ANNOUNCES EXECUTIVE MANAGEMENT CHANGES UNITED STATES PACER ANNOUNCES EXECUTIVE MANAGEMENT CHANGES Dublin, Ohio, March 29, 2010 (BUSINESS WIRE)-Pacer International (Nasdaq: PACR), the North American freight transportation and logistics services provider, announced changes to its executive management team that will facilitate its ongoing transformation from primarily a wholesale focus to a direct to end-customer integrated services model.
March 19, 2010	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment N UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
March 19, 2010	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment N UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
March 16, 2010	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): 03/10/2010 Pacer International, I 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): 03/10/2010 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 (IRS
February 23, 2010	EX-10.39	[Remainder of page intentionally left blank.] Employment Agreement between RF International, Ltd. and Alan E. Baer. Exhibit 10.39 EMPLOYMENT AGREEMENT dated as of September 15, 2003, between RF INTERNATIONAL, LTD., a New York corporation (the “Company”), and ALAN E. BAER (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Accordingly, in consi
February 23, 2010	EX-21	SUBSIDIARIES OF PACER INTERNATIONAL, INC. Jurisdiction of Incorporation Intermodal Container Service, Inc. d/b/a Harbor Rail Transport California Manufacturers Consolidation Service of Canada, Inc. Delaware Pacer Cartage, Inc. Delaware Pacer Transpor Subsidiaries of Pacer International, Inc. Exhibit 21 SUBSIDIARIES OF PACER INTERNATIONAL, INC. Jurisdiction of Incorporation Intermodal Container Service, Inc. d/b/a Harbor Rail Transport California Manufacturers Consolidation Service of Canada, Inc. Delaware Pacer Cartage, Inc. Delaware Pacer Transport, Inc. California Pacer Distribution Services, Inc. Delaware PDS Trucking, Inc. Delaware RF Inte
February 23, 2010	EX-10.51	[Remainder of page intentionally left blank.] Employment Agreement between Pacer Global Logistics and F. Franklin Sutherland. Exhibit 10.51 EMPLOYMENT AGREEMENT dated as of August 25, 2008, between Pacer Global Logistics, Inc., an Ohio corporation (the “Company”), and Franklin Sutherland (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Acco
February 23, 2010	EX-10.52	Settlement Agreement Settlement Agreement between Pacer Transportation Solutions and J.R.Brashares. Exhibit 10.52 Settlement Agreement This Settlement Agreement (the “Agreement”) is between Pacer Transportation Solutions, Inc. and Jeffrey R. Brashares (“you”) and memorializes our mutual agreement and understanding in connection with the termination of your employment with Pacer Transportation Solutions, Inc. (“Pacer”)
February 23, 2010	EX-10.50	[Remainder of page intentionally left blank.] Exhibit 10.50 EMPLOYMENT AGREEMENT dated as of January 1, 2003, between PACER INTERNATIONAL, INC. D/B/A PACER STACKTRAIN, a Tennessee corporation (the “Company”), and PETER A. METTRA (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Accordingly, in consideration of the mutual covenants and agreem
February 23, 2010	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTI Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
February 23, 2010	EX-10.49	[Remainder of page intentionally left blank.] Employment Agreement between Pacer Stacktrain, Inc. and Peter K. Baumhefner. Exhibit 10.49 EMPLOYMENT AGREEMENT dated as of September 15, 2003, between Pacer Stacktrain, Inc., a Tennessee corporation (the “Company”), and Peter K. Baumhefner (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Accord
February 23, 2010	EX-10.15	SECOND AMENDMENT DATED AS OF NOVEMBER 3, 2009 AMENDED AND RESTATED RAIL TRANSPORTATION AGREEMENT DATED AS OF MAY 15, 2002 UNION PACIFIC RAILROAD COMPANY PACER INTERNATIONAL, INC., D/B/A PACER STACKTRAIN Second Amendment to Amended and Restated Rail Transportation Agreement. Exhibit 10.15 SECOND AMENDMENT DATED AS OF NOVEMBER 3, 2009 TO AMENDED AND RESTATED RAIL TRANSPORTATION AGREEMENT DATED AS OF MAY 15, 2002 BETWEEN UNION PACIFIC RAILROAD COMPANY AND PACER INTERNATIONAL, INC., D/B/A PACER STACKTRAIN This SECOND AMENDMENT dated as of November 3, 2009 (this “Amendment”) to the AMENDED AND RESTATE
February 23, 2010	EX-10.53	Separation Agreement and Release of Claims Separation Agreement and Release of Claims Exhibit 10.53 Separation Agreement and Release of Claims This Separation Agreement (the “Agreement”) is executed and delivered on December 10, 2009, by and between Pacer International, Inc. and Michael E. Uremovich (“you”) and memorializes our mutual agreement and understanding in connection with the termination of your employment with Pacer International
February 23, 2010	EX-10.48	[Remainder of page intentionally left blank.] Employment Agreement between Pacer International, Inc. and Michael F. Gordon. Exhibit 10.48 EMPLOYMENT AGREEMENT dated as of September 15, 2003, between Pacer International, Inc., a Tennessee corporation (the “Company”), and Michael D. Gordon (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Acco
February 23, 2010	EX-10.38	PACER INTERNATIONAL, INC. 2010 PERFORMANCE BONUS PLAN Pacer International, Inc. 2010 Performance Bonus Plan. Exhibit 10.38 PACER INTERNATIONAL, INC. 2010 PERFORMANCE BONUS PLAN I. BONUS PLAN The Pacer International, Inc., 2010 Performance Bonus Plan (the “Bonus Plan”) is a variable pay plan providing compensation payments that are contingent upon achieving pre-determined performance objectives or criteria with respect to the 2010 fiscal year periods
February 23, 2010	EX-14	PACER INTERNATIONAL CODE OF ETHICS CODE OF ETHICS Exhibit 14 PACER INTERNATIONAL CODE OF ETHICS CODE OF ETHICS Pacer International, Inc.
February 17, 2010	EX-99.1	Pacer International Reports Fourth Quarter 2009 Results Press Release Exhibit 99.1 Pacer International Reports Fourth Quarter 2009 Results CONCORD, California, February 16, 2010(BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three- and twelve-month periods ended December 31, 2009. FOURTH QUARTER RESULTS • Revenues de
February 17, 2010	8-K	Results of Operations and Financial Condition 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) February 16, 2010 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
February 8, 2010	SC 13G/A	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1 )* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1 )* Name of issuer: PACER INTERNATIONAL INC Title of Class of Securities: Common Stock CUSIP Number: 69373H106 Date of Event Which Requires Filing of this Statement: December 31, 2009 Check the appropriate box to designate the rule pursuant to which this Schedule is file
January 29, 2010	SC 13G	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* pacer international inc ___________________________________________________________ (Name of Issuer) COMMON STOCK _____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* pacer international inc (Name of Issuer) COMMON STOCK (Title of Class of Securities) 69373H106 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is fi
January 25, 2010	8-K	Current Report 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) January 19, 2010 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
January 25, 2010	EX-99.1	PACER INTERNATIONAL, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Pro Forma Condensed Consolidated Financial Statements Exhibit 99.1 PACER INTERNATIONAL, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On November 3, 2009, Pacer International, Inc. (the “Company” or “Pacer”), entered into (i) an amendment (the “Amendment”) to the Amended and Restated Rail Transportation Agreement dated as of May 15, 2002, among Union Pacif
January 25, 2010	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-498
January 19, 2010	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 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): 01/13/2010 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 (IRS
December 15, 2009	EX-99.1	CONCORD, Calif., December 15, 2009 (BUSINESS WIRE) CONCORD, Calif., December 15, 2009 (BUSINESS WIRE)-Pacer International (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, announced that its chairman and chief executive officer, Michael E. Uremovich, will retire effective as of the close of business today, December 15, 2009. Daniel W. Avramovich will succeed Mr. Uremovich as chief executive offi
December 15, 2009	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 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): 12/15/2009 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 (IRS
November 9, 2009	EX-99.1	PACER INTERNATIONAL, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 PACER INTERNATIONAL, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On November 3, 2009, Pacer International, Inc. (the “Company” or “Pacer”), entered into (i) an amendment (the “Amendment”) to the Amended and Restated Rail Transportation Agreement dated as of May 15, 2002, among Union Pacific Railroad Company (“UP”), Pacer, and American Presid
November 9, 2009	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
November 3, 2009	EX-99.3	Questions and Answers regarding new agreements between Pacer International, Inc. d/b/a Pacer Stacktrain and Union Pacific Railroad Company Arrangements - General Questions and Answers regarding new agreements Exhibit 99.3 Questions and Answers regarding new agreements between Pacer International, Inc. d/b/a Pacer Stacktrain and Union Pacific Railroad Company Arrangements - General 1. What else can you share about the arrangements with Union Pacific Railroad Company (“UP”)? As noted in our remarks, the terms of the arrangements with UP are confidential. Whi
November 3, 2009	EX-99.2	Planned Teleconference Script for Investor Call Exhibit 99.2 Planned Teleconference Script for Investor Call November 4, 2009 [Call Center Operator] Good morning everyone, and welcome to Pacer International?s analyst call. [Standard verbiage about operating the call]. On the line from Pacer are Michael Uremovich, Chief Executive Officer, Dan Avramovich, Chief Operating Officer, and Brian Kane, Chief Financial Officer. I will now turn the call o
November 3, 2009	EX-99.1	Pacer International Announces New Arrangements with Union Pacific and Reports Third Quarter 2009 Results Press Release Exhibit 99.1 Pacer International Announces New Arrangements with Union Pacific and Reports Third Quarter 2009 Results CONCORD, California - (BUSINESS WIRE) - November 3, 2009 - Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today announced that it has entered into new arrangements with Union Pacific Rai
November 3, 2009	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) November 3, 2009 PACER INTERNATION 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) November 3, 2009 PACER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Commission file number 000-49828 Tennessee 62-0935669 (State or other jurisdi
September 2, 2009	EX-10.1	$125,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 28, 2009 PACER INTERNATIONAL, INC. AND EACH OF ITS DOMESTIC SUBSIDIARIES PARTY HERETO, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, The L/C I Amended and Restated Credit Agreement Exhibit 10.1 Execution Copy Unpublished CUSIP Number: [ ] $125,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 28, 2009 among PACER INTERNATIONAL, INC. AND EACH OF ITS DOMESTIC SUBSIDIARIES PARTY HERETO, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, The L/C Issuers Party Hereto, The Lenders Party Hereto an
September 2, 2009	EX-99.1	Pacer International Enters Into Amended and Restated Credit Agreement Press Release Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Pacer International Enters Into Amended and Restated Credit Agreement CONCORD, Calif., August 28, 2009 (BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), a leading North American freight transportation and logistics services provider, has successfully entered into an Amended and Restated Credit Agreement (A&R Credit Agreement) wi
September 2, 2009	EX-10.2	AMENDED AND RESTATED SECURITY AGREEMENT Amended and Restated Security Agreement Exhibit 10.2 EXECUTION COPY AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of August 28, 2009 (the “Restatement Date”), is made by and among PACER INTERNATIONAL, INC., a Tennessee corporation (the “Company”), certain affiliates of the Company listed in Annex I hereto or acceding hereto as pro
September 2, 2009	EX-10.4	AMENDMENT TO PLEDGE AGREEMENT Exhibit 10.4 EXECUTION COPY AMENDMENT TO PLEDGE AGREEMENT THIS AMENDMENT TO PLEDGE AGREEMENT (this ?Amendment?) is dated as of August 28, 2009 and is entered into by and among each Pledgor named in the signature pages hereof (each a ?Pledgor? and, collectively, the ?Pledgors?) and Bank of America, N.A., as Administrative Agent (in such capacity, the ?Administrative Agent?), acting with the consent
September 2, 2009	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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) August 28, 2009 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 i
September 2, 2009	EX-10.3	AMENDMENT TO GUARANTY Amended and Restated Guaranty Exhibit 10.3 EXECUTION COPY AMENDMENT TO GUARANTY THIS AMENDMENT TO GUARANTY (this “Amendment”) is dated as of August 28, 2009 and is entered into by and among each Guarantor named in the signature pages hereof (each a “Guarantor” and, collectively, the “Guarantors”) and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), act
August 21, 2009	8-K	Financial Statements and Exhibits, Other Events 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): 08/20/2009 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 (IRS
August 21, 2009	EX-99.1	Pacer Closes Sale of Its Specialized, Heavy-Haul Trucking Operation UNITED STATES FOR IMMEDIATE RELEASE Pacer Closes Sale of Its Specialized, Heavy-Haul Trucking Operation CONCORD, Calif.
August 6, 2009	8-K	Results of Operations and Financial Condition 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) August 5, 2009 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 in
August 6, 2009	EX-10.1	BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Amendment 1 effective June 25, 2009 Appendix 1 effective September 30, 2007 (?Appendix?) SAP AMERICA, INC. (?SAP?) Amendment 1 effective June 25, 2009 to Appendix 1 to License Agreement Exhibit 10.
August 6, 2009	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49828 PACE
August 6, 2009	EX-99	Pacer International Reports Second Quarter 2009 Results EXHIBIT 99.1 Pacer International Reports Second Quarter 2009 Results CONCORD, California, August 5, 2009(BUSINESS WIRE)-Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three- and six-month periods ended June 30, 2009. SECOND QUARTER RESULTS ? Revenues decreased $139.9 million t
July 30, 2009	8-K	Financial Statements and Exhibits, Other Events 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): 07/24/2009 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 (IRS
July 30, 2009	EX-99.1	Pacer Enters Agreement to Sell Assets of Its Specialized, Heavy-Haul Trucking Operation UNITED STATES EXHIBIT 99.1 News Release FOR IMMEDIATE RELEASE Pacer Enters Agreement to Sell Assets of Its Specialized, Heavy-Haul Trucking Operation CONCORD, Calif., July 27, 2009 (BUSINESS WIRE)-Pacer International, Inc. (Nasdaq: PACR), the North American freight transportation and logistics services provider, announced that it has entered into an agreement with Universal Truckload Services, Inc
July 1, 2009	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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) June 29, 2009 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 inc
July 1, 2009	EX-10.1	FIRST AMENDMENT AND WAIVER AGREEMENT Exhibit 10.1 Execution Copy FIRST AMENDMENT AND WAIVER AGREEMENT This AMENDMENT AGREEMENT (this “Amendment”) is entered into as of June 29, 2009, by and among PACER INTERNATIONAL, INC., a Tennessee corporation (the “Borrower”), the several financial institutions party hereto as lenders (each a “Lender” and, collectively, the “Lenders”), the several financial institutions party hereto as letter of
July 1, 2009	8-K	Entry into a Material Definitive Agreement 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): 06/25/2009 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 (IRS
July 1, 2009	EX-10.2	SECURITY AGREEMENT Exhibit 10.2 Execution Copy SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Agreement?), dated as of June 29, 2009, is made by and among PACER INTERNATIONAL, INC., a Tennessee corporation (the ?Company?), certain affiliates of the Company listed in Annex I hereto or acceding hereto as provided in Section 24 hereof, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the ?Admini
July 1, 2009	EX-99.1	Pacer Enters First Amendment and Waiver to its Credit Agreement Press Release Exhibit 99.1 Pacer Enters First Amendment and Waiver to its Credit Agreement CONCORD, Calif.—(BUSINESS WIRE)—June 30, 2009—Pacer International, Inc. (Nasdaq:PACR), the North American freight transportation and logistics services provider, announced that it has successfully entered into a First Amendment and Waiver of its 2007 Credit Agreement with its syndicate of financial instituti
June 4, 2009	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): 06/04/2009 Pacer International, I 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): 06/04/2009 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 (IRS
May 8, 2009	EX-18	May 8, 2009 Exhibit 18 May 8, 2009 Board of Directors Pacer International, Inc. 2300 Clayton Rd. Concord, CA 94520 Dear Directors: We are providing this letter to you for inclusion as an exhibit to your Form 10-Q filing pursuant to Item 601 of Regulation S-K. We have been provided a copy of the Company?s Quarterly Report on Form 10-Q for the period ended March 31, 2009. Note 2 therein describes a change in ac

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