Pacer Announces Secondary Offering of Shares

Business, Logistics and Transportation Editors

CONCORD, Calif.--(BUSINESS WIRE)--April 7, 2004--Pacer International, Inc. (Nasdaq:PACR), the North American logistics and transportation provider, announced today the sale of 4 million shares by affiliates of Apollo Management IV, L.P., in an underwritten secondary offering. The underwriter for the offering, Credit Suisse First Boston, has an option exercisable over the next 30 days to purchase a maximum of 400,000 additional shares from the Apollo affiliates to cover over-allotments. After completion of the offering, and assuming the over-allotment option is not exercised, Apollo and its affiliates will own 4,702,893 shares, or approximately 12.6 percent of Pacer's common stock. Pacer will not receive any proceeds from the offering.

"We are very pleased to have backed the talented management team at Pacer who have succeeded in building a leading intermodal and logistics services company. While we are taking this opportunity to diversify our holdings, we look forward to our ongoing relationship with Pacer as its largest shareholder. We believe Pacer's strategic focus on operational excellence, deleveraging the company, and cross-selling its extensive service offerings positions Pacer for future success," said Joshua Harris, founding partner of Apollo Management.

Don Orris, chairman, president and chief executive officer of Pacer, stated: "This secondary offering is a continuing part of Pacer's evolution as a publicly-traded corporation. We have appreciated Apollo's long-standing support and assistance in Pacer's growth and development and expect to have ongoing access to their expertise and advice through their board representation and their significant remaining stake in the company."

A copy of the prospectus and prospectus supplement relating to the offering may be obtained from Credit Suisse First Boston, Prospectus Department, One Madison Avenue, New York, NY 10010, tel. (212) 325-2580. The prospectus and prospectus supplement may also be accessed in the investor relations section of Pacer International's web site at http://www.pacer-international.com.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The offering may be made only by means of a prospectus supplement and the accompanying prospectus.

ABOUT PACER INTERNATIONAL -- Pacer International, a leading non-asset based North American third-party logistics and freight transportation provider, through its subsidiaries and divisions, offers a broad array of logistics and other services to facilitate the movement of freight from origin to destination. Its services include wholesale stacktrain (cost-efficient, two-tiered rail transportation for containerized shipments) and cartage (local trucking) services; and retail intermodal marketing, truck brokerage, trucking services, warehousing and distribution, international freight forwarding, and supply-chain management services. Pacer International is headquartered in Concord, California. Its business units Pacer Stacktrain and Pacer Global Logistics are headquartered in Concord, California, and in Dublin, Ohio, respectively. Web site: www.pacer-international.com.

CERTAIN FORWARD-LOOKING STATEMENTS -- This press release contains or may contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). These forward-looking statements are based on the company's current expectations and are subject to a number of risks, uncertainties and assumptions. Among the important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are the company's leverage; its dependence upon third parties for equipment and services essential to operate its business; regulatory changes affecting the company's industry, operations, products and services; competitive or technological factors affecting the company's markets, operations, products and services; shifts in market demand and general economic conditions. In addition, the company has acquired businesses in the past and may consider acquiring businesses in the future that provide complementary services. There can be no assurance that the businesses that the company has acquired in the past and may acquire in the future can be successfully integrated. Additional information about factors that could affect the company's business is set forth in the company's various filings with the Securities and Exchange Commission, including those set forth in the company's 2003 annual report on Form 10-K dated March 10, 2004 and in the company's prospectus dated January 21, 2004. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, expected or intended. Except as otherwise required by federal securities laws, the company does not undertake any obligation to update such forward-looking statements whether as a result of new information, future events or otherwise.

Note to editors: Issued by Steve Potash and Company, tel. 510-865-0800, or steve@potashco.com.