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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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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 29, 2004

 

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PACER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

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Commission file number 000-49828

 

Tennessee		62-0935669
(State or other jurisdiction of incorporation)		(I.R.S. employer identification no.)

 

2300 Clayton Road, Suite 1200

Concord, CA 94520

Telephone Number (877) 917-2237

 

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ITEM 7. Financial Statements and Exhibits

 

(c)

Exhibits

 

99.1    Press Release of Pacer International, Inc. dated April 29, 2004

 

ITEM 12. Results of Operations and Financial Condition

 

On April 29, 2004, Pacer International, Inc. issued a press release announcing its first quarter 2004 results. The press release is attached hereto as Exhibit 99.1.

 

The information set forth under “Item 12. Results of Operations and Financial Condition”, including the Exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing, except as otherwise expressly stated in such filing.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		PACER INTERNATIONAL, INC.             A Tennessee Corporation
Dated: April 29, 2004		By:		/s/ Lawrence C. Yarberry
				Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

 

EXHIBIT NUMBER
99.1		Press Release of Pacer International, Inc. dated April 29, 2004.