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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Pacer International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-3285040
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3746 Mt. Diablo Boulevard,
Suite 110 Lafayette, California 94549
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the regist-
of a class of securities pursuant to ration of a class of securities
Section 12(b) of the Exchange Act and is pursuant to Section 12(g) of the
effective pursuant to General Instruction Exchange Act and is effective
A.(c), please check the following box. pursuant to General Instruction A.
(c), please check the following
[ ] box. [X]
Securities Act registration statement file number to which this form relates:
333-53983
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock (par value $.01 per share) Nasdaq National Market
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant's Common Stock, par value $.01 per share (the "Common Stock")
is to be registered. The description of the Common Stock will be set forth
under the caption "Description of Capital Stock" in the Registrant's Prospectus,
to be filed pursuant to Rule 424(b) under the Securities Act of 1933 and forming
part of the Registrant's Registration Statement on Form S-1 (No. 333-53983), as
amended, and is incorporated herein by reference.
ITEM 2. EXHIBITS.
All exhibits required by Instruction II to item 2 will be supplied to the
Nasdaq National Market.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Dated: July 30, 1998
PACER INTERNATIONAL, INC.
By: /s/ Donald C. Orris
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Name: Donald C. Orris
Title: President and Chief
Executive Officer
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