SEC FORM 4

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

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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^*

HARRIS JOSHUA

(Last)

(First)

(Middle)

600 BROADWAY

(Street)

NEW YORK

10012

(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)
04/13/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/13/2004		S		4,000,000⁽¹⁾	D	$20.07	4,702,893⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The shares sold pursuant to this Form 4 were sold in connection with the shelf registration statement of Pacer International, Inc. (the "Issuer"), declared effective on January 21, 2004. On April 13, 2004, Apollo Investment Fund IV, L.P. ("Fund IV"), Coyote Acquisition LLC ("Coyote I"), and Coyote Acquisition II LLC ("Coyote II") sold 2,977,189 shares, 819,222 shares and 203,589 shares, respectively, of the Issuer's common stock in an underwritten offering at a price per share of $20.07, as reported in the Form 4 filed by Fund IV, Coyote I and Coyote II. In connection with this underwritten offering, Fund IV, Coyote and Coyote II have also granted options to the underwriters, exercisable for 30 days commencing April 7, 2004, for 297,719, 81,922 and 20,359 additional shares, respectively, of the Issuer's common stock at $20.07 per share, to cover over-allotments

2. Fund IV, 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 3,500,350 shares of common stock of the Issuer, Coyote I owns 963,178 shares of common stock of the Issuer and Coyote II owns 239,365 shares of common stock of the Issuer, all of which shares may be deemed to be beneficially owned by AM IV. Mr. Harris is a principal of certain affiliates of AM IV. Accordingly, Mr. Harris may be deemed to beneficially own the shares of common stock of the Issuer beneficially owned by AM IV. Mr. Harris disclaims beneficial ownership of any such shares in which he does not have a pecuniary interest.

	/s/ Joshua J. Harris	04/13/2004
	** 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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