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) February 11,
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
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(I.R.S.
employer
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of
incorporation)
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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
February
11, 2008, Pacer International, Inc. issued a press release announcing its fourth
quarter and year-to-date 2007 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
February 11, 2008 Pacer International, Inc.
announced that its Board of Directors declared a regular $0.15 per share
dividend on the Company’s common stock at its meeting on February 5,
2008. The first quarter dividend will be payable on April 10, 2008,
to shareholders of record at the close of business on March 20,
2008.
ITEM
9.01. Financial Statements and
Exhibits
(d) Exhibits
99.1 Press
Release of Pacer International, Inc. dated February 11, 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.
PACER
INTERNATIONAL,
INC.
A Tennessee Corporation
Dated: February
11,
2008
By: /s/ Lawrence C. Yarberry
Executive
Vice President and
Chief
Financial
Officer
INDEX
TO EXHIBITS
EXHIBIT
NUMBER
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99.1
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Press
Release of Pacer International, Inc. dated February 11, 2008 (furnished
pursuant to Item
2.02).
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