PACR / Pacer International Inc - SEC-Einreichungen, Jahresbericht, Proxy Statement

Pacer International Inc
US
DIESES SYMBOL IST NICHT MEHR AKTIV

Basisstatistiken
CIK 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)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
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 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 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 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 7, 2014 SC 13G

PACR / Pacer International Inc / GLAZER CAPITAL, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 - SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.

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 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 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 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 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 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 30, 2014 SC 13G/A

PACR / Pacer International Inc / BlackRock Inc. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) December 31, 2013 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

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 10, 2014 SC 13G/A

PACR / Pacer International Inc / FMR LLC Passive Investment

SCHEDULE 13G Amendment No. 5 PACER INTERNATIONAL INC TENN Common Stock Cusip #69373H106 Cusip #69373H106 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 2,191 Item 6: 0 Item 7: 865,985 Item 8: 0 Item 9: 865,985 Item 11: 2.451% Item 12: HC Cusip #69373H106 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 865,985 Item 8: 0 Item

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 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 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 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 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 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-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-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-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-99.2

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 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

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-99.3

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 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

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

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

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 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 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 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 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

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

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 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 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 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 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 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 15, 2013 SC 13G/A

PACR / Pacer International Inc / RUTABAGA CAPITAL MANAGEMENT LLC/MA Passive Investment

SC 13G/A 1 pacr13ga1.txt UNITED STATES SECURITIES AND EXCHANGECOMMISSION Washington D.C. 20549 SCHEDULE 13GA Under the Securities Exchange Act 1934 (Amendment No.1) Pacer International Inc. - (Name of Issuer) COMMON - (Title of Class of Securities) 69373H106 - (CUSIP Number) Calendar Year 2012 - (Date of Event Which Requires Filing of this Statement) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE

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-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-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-10.30

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 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 SC 13G/A

PACR / Pacer International Inc / BlackRock Inc. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) December 31, 2012 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

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

January 10, 2013 SC 13G/A

PACR / Pacer International Inc / FMR LLC Passive Investment

SCHEDULE 13G Amendment No. 4 PACER INTERNATIONAL INC Common Stock Cusip #69373H106 Cusip #69373H106 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 78,700 Item 6: 0 Item 7: 3,158,855 Item 8: 0 Item 9: 3,158,855 Item 11: 9.002% Item 12: HC Cusip #69373H106 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 3,158,855 Item 8: 0 Ite

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-10.4

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-10.2

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-10.1

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 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-99.2

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 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 20, 2012 LETTER

LETTER

August 20, 2012 Via E-Mail John J. Hafferty Executive Vice President and Chief Financial Officer Pacer International, Inc. 6805 Perimeter Drive Dublin, OH 43016 Re: Pacer International, Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed February 10, 2012 File No. 000-49828 Dear Mr. Hafferty: We have completed our review of your filing. We remind you that our comments or changes to disclo

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 23, 2012 LETTER

LETTER

July 23, 2012 Via E-Mail John J. Hafferty Executive Vice President and Chief Financial Officer Pacer International, Inc. 6805 Perimeter Drive Dublin, OH 43016 Re: Pacer International, Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed February 10, 2012 Form 10-Q for Fiscal Quarter Ended March 31, 2012 Filed April 27, 2012 File No. 000-49828 Dear Mr. Hafferty: We have reviewed your filing

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.

May 10, 2012 SC 13G/A

PACR / Pacer International Inc / FMR LLC Passive Investment

SCHEDULE 13G Amendment No. 3 PACER INTERNATIONAL INC Common Stock Cusip #69373H106 Cusip #69373H106 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 2,018,027 Item 6: 0 Item 7: 5,263,955 Item 8: 0 Item 9: 5,263,955 Item 11: 15.000% Item 12: HC Cusip #69373H106 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 5,263,955 Item 8: 0

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-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-10.5

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-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 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-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 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-10.4

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 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 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 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 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 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.

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

February 14, 2012 SC 13G/A

PACR / Pacer International Inc / FMR LLC Passive Investment

SCHEDULE 13G Amendment No. 2 PACER INTERNATIONAL INC Common Stock Cusip #69373H106 Cusip #69373H106 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 2,062,301 Item 8: 0 Item 9: 2,062,301 Item 11: 5.896% Item 12: HC Cusip #69373H106 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 2,062,301 Item 8: 0 Item 9:

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 13, 2012 SC 13G/A

PACR / Pacer International Inc / BlackRock Inc. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) PACER INTERNATIONAL INC TENNES - (Name of Issuer) Common Stock - (Title of Class of Securities) 69373H106 - (CUSIP Number) December 30, 2011 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

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 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 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 SC 13G

PACR / Pacer International Inc / RUTABAGA CAPITAL MANAGEMENT LLC/MA Passive Investment

UNITED STATES SECURITIES AND EXCHANGECOMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act 1934 (Amendment No.) Pacer International Inc. - (Name of Issuer) COMMON - (Title of Class of Securities) 69373H106 - (CUSIP Number) Calendar Year 2011 - (Date of Event Which Requires Filing of this Statement) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCH

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 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-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 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 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 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

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

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 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 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 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-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

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

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 CT ORDER

CT ORDER

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 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-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 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-10.32

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-10.14

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-10.51

[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-10.41

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-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 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 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 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 14, 2011 SC 13G/A

DOC ONE

SCHEDULE 13G Amendment No. 1 PACER INTERNATIONAL INC Common Stock Cusip #69373H106 Cusip #69373H106 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 2,023,717 Item 8: 0 Item 9: 2,023,717 Item 11: 5.797% Item 12: HC Cusip #69373H106 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 2,023,717 Item 8: 0 Item 9:

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 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.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-99.1

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.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 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 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

February 7, 2011 SC 13G/A

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 - - (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 thi

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

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

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 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 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 16, 2010 LETTER

LETTER

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 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 CORRESP

August 5, 2010

August 5, 2010 FILED BY UPS AND EDGAR Securities and Exchange Commission 450 Fifth Street, N.

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 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

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

July 14, 2010 CORRESP

July 14, 2010

Correspondence Letter July 14, 2010 FILED BY EDGAR Securities and Exchange Commission 450 Fifth Street, N.

July 14, 2010 LETTER

LETTER

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 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-10.1

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 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 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-10.2

[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-10.1

[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 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-10.3

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 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 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.

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

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-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-10.48

[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-10.51

[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-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-10.38

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-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 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-10.49

[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 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-14

PACER INTERNATIONAL CODE OF ETHICS CODE OF ETHICS

Exhibit 14 PACER INTERNATIONAL CODE OF ETHICS CODE OF ETHICS Pacer International, Inc.

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 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 16, 2010 SC 13G

DOC ONE

SCHEDULE 13G Amendment No. 0 PACER INTERNATIONAL INC Common Stock Cusip #69373H106 Cusip #69373H106 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 1,837,917 Item 8: 0 Item 9: 1,837,917 Item 11: 5.265% Item 12: HC Cusip #69373H106 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 1,837,917 Item 8: 0 Item 9:

February 12, 2010 SC 13G/A

SC 13G/A

Page 1 of 11 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 12, 2010 EX-24

EX-24

EXHIBIT I JOINT FILING AGREEMENT - Each of the undersigned hereby agrees that the Schedule 13G filed herewith is filed jointly, pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, as amended on behalf of each of them.

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

SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) PACER INTERNATIONAL INC TENNES - - (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 whi

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 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 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 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 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

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

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-99.1

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 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 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

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