SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PACER INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
69373H
------
(CUSIP Number)
Michael D. Weiner Dominick P. DeChiara, Esq.
Apollo Management IV, L.P. O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 1900 30 Rockefeller Plaza
Los Angeles, CA 90067 New York, New York 10112
(310) 201-4100 (212) 408-2400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 2003
------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [_]
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 12 Pages
CUSIP Number 69373H
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO MANAGEMENT IV, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0 SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 12,142,075 SHARES
PERSON
WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0 SHARES
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
12,142,075 SHARES
-----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,142,075 SHARES
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
Page 2 of 12 Pages
CUSIP Number 69373H
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO ADVISORS IV, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0 SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 12,142,075 SHARES
PERSON
WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0 SHARES
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
12,142,075 SHARES
-----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,142,075 SHARES
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
Page 3 of 12 Pages
CUSIP Number 69373H
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO INVESTMENT FUND IV, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,741,580 SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 0 SHARES
PERSON
WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
9,741,580 SHARES
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 SHARES
-----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,741,580 SHARES
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
Page 4 of 12 Pages
CUSIP Number 69373H
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COYOTE ACQUISITION LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,782,400 SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 0 SHARES
PERSON
WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,782,400 SHARES
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 SHARES
-----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,782,400 SHARES
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
Page 5 of 12 Pages
CUSIP Number 69373H
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COYOTE ACQUISITION II LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 618,095 SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 0 SHARES
PERSON
WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
618,095 SHARES
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 SHARES
-----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,095 SHARES
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
Page 6 of 12 Pages
CUSIP Number 69373H
The statement on Schedule 13D filed by Apollo Management IV, L.P., Apollo
Advisors IV, L.P., Apollo Overseas Partners IV, L.P., Apollo Investment Fund IV,
L.P., Coyote Acquisition LLC and Coyote Acquisition II LLC with the United
States Securities and Exchange Commission on February 13, 2003 is hereby amended
with respect to the items set forth below.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated to read in its entirety as follows:
"This Schedule 13D/A is filed jointly by (i) Apollo Management IV, L.P.
a Delaware limited partnership ("Management"), (ii) Apollo Advisors IV, L.P., a
Delaware limited partnership ("Advisors"), (iii) Apollo Investment Fund IV,
L.P., a Delaware limited partnership ("AIF"), (iv) Coyote Acquisition LLC, a
Delaware limited liability company ("Coyote I"), and (v) Coyote Acquisition II
LLC, a Delaware limited liability company ("Coyote II"). The foregoing entities
are hereinafter referred to collectively as the "Reporting Persons." The
principal office of each of the Reporting Persons is c/o Apollo Advisors IV,
L.P., Two Manhattanville Road, Purchase, New York 10577.
AIF, Coyote I and Coyote II are principally engaged in the business of
investing in securities. Advisors, an affiliate of Management, is principally
engaged in the business of serving as general partner of, and providing
investment advice to, AIF and as managing general partner of Apollo Overseas
Partners IV, L.P., a limited partnership registered in the Cayman Islands
("AOP"). The sole member of Coyote I is AIF and the sole member of Coyote II is
AOP. Management is principally engaged in serving as manager of each of AIF,
AOP, Coyote I and Coyote II and managing their day-to-day operations, including
controlling the voting or disposition of any securities owned by such entities.
Apollo Capital Management IV, Inc., a Delaware corporation ("ACM IV"),
is the general partner of Advisors. ACM IV is principally engaged in the
business of serving as the general partner of Advisors. AIF IV Management, Inc.,
a Delaware corporation ("AIF IV"), is the general partner of Management. AIF IV
is principally engaged in serving as general partner to Management. The
respective addresses of the principal office of ACM IV and AIF IV is c/o Apollo
Management IV, L.P., Two Manhattanville Road, Purchase, New York 10577.
Apollo Fund Administration IV, LLC, a Delaware limited liability
company ("Administration") is the administrative general partner of AOP.
Administration is principally engaged in the business of serving as
administrative general partner of AOP. The principal place of business of
Administration is c/o Apollo Advisors IV, L.P., Two Manhattanville Road,
Purchase, New York 10577.
Attached as Appendix A to Item 2 of the original Schedule 13D is
certain information concerning the principals, executive officers, directors and
principal shareholders of the Reporting Persons and other entities as to which
such information is required to be disclosed in response to Item 2 and General
Instruction C to Schedule 13D.
Neither the Reporting Persons nor any of the persons or entities
referred to in Appendix A to Item 2 has, during the last five years, been
convicted in a criminal proceeding
Page 7 of 12 Pages
CUSIP Number 69373H
(excluding traffic violations and similar misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such law."
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by inserting the following paragraphs prior to the last
paragraph thereof:
"On May 30, 2003, pursuant to the Registration Rights Agreement dated
as of May 28, 1999, among Coyote I, Coyote II and the Issuer (the "Registration
Rights Agreement"), AIF IV, Coyote I and Coyote II delivered a notice (the
"Registration Request") to the Issuer requesting that the Issuer register up to
2,500,000 shares of the Issuer's common stock owned by AIF IV and Coyote II (the
"Apollo Selling Stockholders") on a Form S-3 for sale to the public in an
underwritten public offering. Upon receipt of the Registration Request, the
Issuer delivered notice of such Registration Request to those stockholders of
the Issuer entitled to incidental registration rights pursuant to the APL
Shareholders' Agreement, the Management Shareholders' Agreement and the
Investors Shareholders' Agreement. Certain of the stockholders requested
registration of shares of common stock of the Issuer owned by them, and after
consulting with the various selling stockholders and underwriters, the Issuer
agreed to register up to 6,241,399 shares of common stock (2,500,000 shares of
which are to be registered on behalf of the Apollo Selling Stockholders) for
sale to the public in an underwritten public offering (the "Secondary Public
Offering").
On July 2, 2003, the Issuer filed a Registration Statement on Form S-3
(SEC File No.: 333-106774)("the Form S-3 Registration Statement") for a public
offering of 6,991,398 shares of common stock (7,690,539 shares if the
underwriter's over-allotment is exercised in full) to be sold by the Apollo
Selling Stockholders and the other selling stockholders named in the Form S-3
Registration Statement. Upon effectiveness of the Form S-3 Registration
Statement, the Apollo Selling Stockholders expect to enter in to an underwriting
agreement with the Issuer, the other selling stockholders and Credit Suisse
First Boston LLC, Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., J.P.
Morgan Securities Inc., UBS Securities LLC and BB&T Capital Markets, a division
of Scott & Stringfellow, Inc. (the "Underwriting Agreement). At the closing of
the offering contemplated by the Underwriting Agreement, the Apollo Selling
Stockholders will sell 3,250,000 shares of the Issuer's common stock to the
underwriters (or up to 3,575,000 shares if the underwriters' over-allotment
option is exercised in full)."
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
Item 5 is hereby amended are restated in its entirety to read as follows:
"The shares of common stock shown as beneficially owned by Management include
the shares of common stock shown as beneficially owned by Coyote I, Coyote II
and AIF. Each of Advisors and ACM IV may also be deemed to beneficially own the
shares of common stock owned by Coyote I, Coyote II and AIF.
Page 8 of 12 Pages
CUSIP Number 69373H
(a) Management and Advisors beneficially own 12,142,075 shares of common
stock of the Issuer, which represents approximately 32.8% of the class.
AIF beneficially owns 9,741,580 shares of common stock of the Issuer,
which represents approximately 26.3% of the class. Coyote I
beneficially owns 1,782,400 shares of common stock of the Issuer, which
represents approximately 4.8% of the class. Coyote II beneficially owns
618,095 shares of common stock of the Issuer, which represents
approximately 1.7% of the class. The percentage of the class
beneficially owned by each Reporting Person is based on 36,978,183
shares of Issuer's common stock outstanding as represented to the
Reporting Persons by the Issuer on June 26, 2003.
(b) AIF, Coyote I and Coyote II have the sole power to vote or to direct
the vote of or the sole power to dispose or to direct the disposition
of 9,741,580, 1,782,400 and 618,095 shares of common stock of the
Issuer, respectively. Management and Advisors have the shared power to
vote or to direct the vote of or shared power to dispose or to direct
the disposition of 12,142,075 and 12,142,075 shares of common stock of
the Issuer, respectively.
Beneficial ownership of all such securities was acquired as described in Item 3
and Item 4. Information concerning the identity and background of such persons
who share in the power to vote or to direct the vote of or to dispose or direct
the disposition of such common stock is as set forth in Item 2 and Appendix A to
Item 2 and is incorporated herein by reference. The responses set forth in
Item 4 are incorporated herein.
(c), (d) and (e) None or not applicable.
The following table lists the beneficial ownership of the Reporting Persons
prior to and upon completion of the Secondary Public Offering:
No. of Shares
and Beneficial
No. of Shares Shares Sold if Ownership % if
Current and Beneficial Underwriter's Underwriter's
Beneficial Shares Sold Ownership % Over-Allotment Over-allotment
Reporting Person Ownership in Offering After Offering Is Exercised in Full Is Exercised in Full
---------------- --------- ----------- -------------- -------------------- --------------------
Apollo Management 12,142,075 3,250,000 8,892,075 / 24.0% 325,000 8,567,075 / 23.2%
IV, L.P.
Apollo Investment 9,741,580 3,084,493 6,657,087 / 18.0% 308,449 6,348,638 / 17.2%
Fund IV, L.P.
Coyote Acquisition LLC 1,782,400 0 1,782,400 / 4.8% 0 1,782,400 / 4.8%
Coyote Acquisition II LLC 618,095 165,507 452,588 / 1.2% 16,551 436,037 / 1.2%
Page 9 of 12 Pages
CUSIP Number 69373H
Though the above table reports the beneficial ownership of all of the Reporting
Persons, the only Reporting Persons selling shares in the Secondary Public
Offering are AIF IV, which is selling 3,084,493 shares (3,392,942 shares if the
underwriter's over-allotment is exercised in full), and Coyote II, which is
selling 165,507 shares (182,058 shares if the underwriter's over-allotment is
exercised in full)."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by inserting the following paragraph after the last
paragraph thereof:
"The selling stockholders in the Secondary Public Offering include
MidOcean Capital Partners, LLC ("MidOcean," formerly known as BT Capital
Investors, L.P.), and Pacer International Equity Investors, LLC ("PIEI"). If the
underwriters' over-allotment is exercised in full, MidOcean and PIEI will cease
to own shares of common stock of the Issuer, and the provisions of the Investors
Shareholders' Agreement relating to rights or restrictions pertaining to shares
of common stock of the Issuer owned by MidOcean and PIEI will be of no further
force and effect. Upon completion of the Secondary Public Offering, the voting
proxy granted to an executive officer of certain of the Reporting Persons
pursuant to the Investors Shareholders' Agreement with respect to the shares
owned by MidOcean and PIEI will cover a total of 35,266 shares (or zero (0)
shares, and thus be of no further force and effect, if the underwriters'
over-allotment is exercised in full)."
Page 10 of 12 Pages
CUSIP Number 69373H
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 7, 2003 APOLLO MANAGEMENT IV, L.P.
By: AIF IV Management, Inc.
its general partner
By: /s/ Michael D. Weiner
----------------------------------------
Name: Michael D. Weiner
Title: Vice President
Date: July 7, 2003 APOLLO ADVISORS IV, L.P.
By: Apollo Capital Management IV, Inc.
its general partner
By: /s/ Michael D. Weiner
----------------------------------------
Name: Michael D. Weiner
Title: Vice President
Date: July 7, 2003 APOLLO INVESTMENT FUND IV, L.P.
By: Apollo Advisors IV, L.P.
its general partner
By: Apollo Capital Management IV, Inc.
its general partner
By: /s/ Michael D. Weiner
----------------------------------------
Name: Michael D. Weiner
Title: Vice President
Page 11 of 12 Pages
CUSIP Number 69373H
Date: July 7, 2003 COYOTE ACQUISITION LLC
By: Apollo Management IV, L.P.
as manager
By: AIF IV Management, Inc.
its general partner
By: /s/ Michael D. Weiner
----------------------------------------
Name: Michael D. Weiner
Title: Vice President
Date: July 7, 2003 COYOTE ACQUISITION II LLC
By: Apollo Management IV, L.P.
as manager
By: AIF IV Management, Inc.
its general partner
By: /s/ Michael D. Weiner
----------------------------------------
Name: Michael D. Weiner
Title: Vice President
Page 12 of 12 Pages