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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) August 31, 2000
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PACER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Commission file number 333-85041
Tennessee 62-0935669
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(State or other jurisdiction (I.R.S. employer
of incorporation) identification no.)
1340 Treat Blvd., Suite 200
Walnut Creek, CA 94596
Telephone Number (800) 225-4222
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ITEM 5. OTHER EVENTS
Pursuant to the terms of the Stock Purchase Agreement dated as of August
31, 2000 (the "Stock Purchase Agreement"), by and among Pacer International,
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Inc., a Tennessee corporation ("Pacer"), GTS Transportation Services, Inc., a
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California corporation (the "Company"), and those shareholders of the Company
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listed on Annex I attached to the Stock Purchase Agreement (the "Shareholders"),
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Pacer acquired all of the stock of the Company. The Company employs
approximately 81 persons and provides logistics and truck brokerage services in
the 48 contiguous states as well as in Canada and Mexico. The Company will be
operated in substantially the same manner as operated prior to the acquisition.
Certain top senior executives at the Company have executed multi-year employment
and/or consulting agreements with Pacer in order to assist in the assimilation
and management of the Company's business into Pacer's operations.
In consideration for the stock of the Company, Pacer paid the Shareholders
$15,691,750 in cash subject to adjustment, if at all, pursuant to an earn-out
amount and a working capital adjustment. The cash consideration and the
miscellaneous closing fees and expenses were funded with excess cash and
borrowings under the Credit Agreement dated as of May 28, 1999 (the "Credit
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Agreement"), among Pacer, Credit Suisse First Boston, Morgan Stanley Senior
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Funding, Inc., Bankers Trust Company ("BT") and the other persons identified on
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the signature page thereto. Upon execution of the Subsidiary Assumption
Agreement dated August 31, 2000, among Pacer and BT, the Company became a
guarantor of the obligations under the Credit Agreement. Pacer will account for
the acquisition using the purchase method of accounting.
The Company will execute a supplement to the Indenture dated May 28, 1999,
among Pacer, the guarantors named therein and Wilmington Trust Company,
resulting in the Company becoming a guarantor of Pacer's obligations thereunder.
ITEM 7. EXHIBITS
Exhibit No. Description
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*99.1 Press Release of Pacer International, Inc. dated September 5,
2000.
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*Filed herewith
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SIGNATURES
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.
Date: September 12, 2000 By: /s/ L.C. Yarberry
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L.C. Yarberry
Vice President - Finance
(Principal Financial Officer)
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INDEX TO EXHIBITS
Exhibit No. Description
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*99.1 Press Release of Pacer International, Inc. dated September 5,
2000.
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*Filed herewith
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