SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HANNAN JOHN J (Last) (First) (Middle) C/O APOLLO MANAGEMENT, L.P. 1301 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PACER INTERNATIONAL INC [ PACR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/04/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/04/2003		S		189,182(1)	D	$19	8,702,893(2)	I(2)	Through Partnership

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported securities were sold pursuant to the exercise of the underwriters' over-allotment option, which was granted to such underwriters on July 17, 2003 in connection with the secondary public offering of Pacer International, Inc. (the "Issuer"). Apollo Investment Fund IV, L.P. ("Fund IV") and Coyote Acquisition II LLC ("Coyote II") sold 179,548 and 9,634 shares, respectively, of the Issuer's common stock at a price per share of $19.00.

2. Fund IV, Coyote Acquisition LLC ("Coyote I") and Coyote II are managed by Apollo Management IV, L.P. ("AM IV"). After giving effect to the sale of the common stock referred to in note 1 above, Fund IV owns 6,477,539 shares of the common stock of the Issuer, Coyote I owns 1,782,400 shares of common stock of the Issuer and Coyote II owns 442,954 shares of common stock of the Issuer, all of which shares may be deemed to be beneficially owned by AM IV. Mr. Hannan is a principal of certain affiliates of AM IV. Accordingly, Mr. Hannan may be deemed to beneficially own the shares of common stock of the Issuer beneficially owned by AM IV. Mr. Hannan disclaims beneficial ownership of any such shares in which he does not have a pecuniary interest.

	/s/ Michael D. Weiner (Attorney in Fact)	08/05/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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