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 28,
2008
PACER
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Commission
file number 000-49828
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Tennessee
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62-0935669
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
employer
identification
no.)
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2300
Clayton Road, Suite 1200
Concord,
CA 94520
Telephone
Number (877) 917-2237
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
2.02. Results of Operations and Financial
Condition
On October
28, 2008, Pacer International, Inc. issued a press release announcing its third
quarter and year-to-date 2008 results. The press release is attached
hereto as Exhibit 99.1.
The
information set forth under this “Item 2.02. 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.
ITEM
8.01. Other Events
On October 28, 2008, the Board of
Directors of Pacer International, Inc. declared a regular $0.15 per share
dividend on the Company’s common stock. The dividend will be payable
on January 12, 2009, to shareholders of record at the close of business on
December 22, 2008.
ITEM
9.01. Financial Statements and Exhibits
(d) Exhibits
99.1
Press Release of Pacer International, Inc. dated October 28, 2008 (furnished
pursuant to Item 2.02).
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.
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PACER
INTERNATIONAL, INC.
A
Tennessee Corporation
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Dated:
October 28, 2008
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By: /s/ Brian C.
Kane
Executive
Vice President and Chief
Financial
Officer
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INDEX
TO EXHIBITS
EXHIBIT
NUMBER
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99.1
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Press Release of Pacer International, Inc. dated October 28, 2008
(furnished pursuant to Item
2.02).
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