Pacer's Chairman Establishes Trading Plan
The plan was adopted in accordance with guidelines specified in Rule 10b5-1(c) of the Securities Exchange Act of 1934. Assuming the sale of all shares covered by the plan, Orris will sell 35 percent of his shares and will continue to own 646,384 shares, or 65 percent of his current beneficial ownership of the company.
"I remain extremely bullish about Pacer's future and look forward to enjoying the upside potential of the significant ownership stake that I am retaining in the company," Orris said. "The purpose of these prearranged sales is to allow some diversification of my investment portfolio."
Orris' trading plan was adopted during an open trading window under Pacer's securities trading policy and extends by its terms through July 10, 2006, with sales made from time to time at the sole discretion of an independent broker, subject to a minimum share price specified in the plan. To the extent required by SEC rules, sales under the plan will be reported publicly on Forms 144 and 4. Except to the extent required by law, Pacer does not undertake to report the adoption of trading plans by its directors, officers or employees, or to report modifications, terminations, transactions or other activities under the Orris plan.
ABOUT SEC RULE 10b5-1(c) -- Rule 10b5-1(c) allows corporate insiders who are not then in possession of material, non-public information to establish pre-arranged written plans to buy or sell a specified number of shares over a set period of time. The specified number may be determined by a formula or at the discretion of an independent third party. These trading plans enable insiders to gradually diversify their investment portfolio by spreading stock sales over a longer time period than would otherwise be the case under the limited trading windows that follow the release of financial information, thereby reducing the impact of their sales on the market. In addition, the rule is intended to permit sales by insiders in a manner that avoids concerns about whether they have material, non-public information at the time shares are sold. Once a plan is established, the insider retains no discretion over sales under the plan, and the pre-arranged trades can be executed through a broker at later dates without regard to whether the insider has subsequently become aware of material, non-public information.
ABOUT PACER INTERNATIONAL -- Pacer International, a leading non-asset based North America 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 and cartage (local trucking) services (cost-efficient, two-tiered rail transportation for containerized shipments), 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 general economic and business conditions; congestion, work stoppages, capacity shortages or weather related issues and service disruptions affecting our rail and motor transportation providers; industry trends, including changes in the costs of services from rail and motor transportation providers; changes in our business strategy, development plans or cost savings plans; the loss of one or more of our major customers; competition; availability of qualified personnel; the frequency or severity of accidents, particularly involving our trucking operations; our ability to integrate acquired businesses; changes in, or the failure to comply with, government regulations; changes in interest rates; difficulties in maintaining or enhancing our information technology systems; terrorism and acts of war; and increases in our leverage. 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 annual report on Form 10-K for the year ended December 30, 2005 filed with the SEC on March 1, 2006. 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.
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