Pacer International Files Universal Shelf Registration Statement

CONCORD, Calif.--(BUSINESS WIRE)--Jan. 7, 2004--Pacer International, Inc. (Nasdaq:PACR), the non-asset based North American third-party logistics provider, announced that it has filed a "universal" shelf registration statement with the Securities and Exchange Commission for the potential offering of up to $150 million in equity securities. The purpose of the registration statement is to provide Pacer with greater flexibility for corporate purposes, including the repayment or refinancing of borrowings, working capital, capital expenditures, and acquisitions, according to Don Orris, chairman and chief executive officer.

After the shelf registration is declared effective by the Securities and Exchange Commission, the equity securities may be offered from time to time directly or through underwriters at amounts, prices and other terms to be determined at the time of any offering. Pacer will provide a prospectus supplement that will contain specific information about the terms of each offering of common stock, preferred stock or warrants at the time of the offering.

The registration statement also covers possible future sales of up to 8,702,893 shares of common stock by the selling stockholders named in the registration statement. Pacer will not receive any of the proceeds from such sales by the selling stockholders.

The registration statement, filed on Form S-3 with the Securities and Exchange Commission, has not yet been declared effective. Securities may not be sold, nor may offers to buy such securities be accepted, prior to the time the registration statement becomes effective. Any offerings of securities covered by the registration statement will be made only by means of a written prospectus and prospectus supplements. 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.

ABOUT PACER -- Pacer International, a leading non-asset based North American third-party logistics provider, offers a broad array of logistics and other services to facilitate the movement of freight from origin to destination. Its services include wholesale local trucking and stacktrain services (cost-efficient, two-tiered rail transportation for containerized shipments); and retail intermodal marketing, trucking, 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 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. The company's actual results may differ materially from those expressed or implied in the forward-looking statements due to, among other things, the company's leverage; its dependence on third parties for equipment and services essential to operate its business; regulatory changes affecting the company's industry, operations, products or services; insurance costs; competitive or technological factors affecting the company's markets, operations, products or services; shifts in market demand; and general economic conditions. In addition, 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 the company's 2002 annual report on Form 10-K dated March 19, 2003 and its prospectus dated July 17, 2003 in connection with a secondary public offering. Should any 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 to update 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