PACER INTERNATIONAL INC S-1

S-1

FORM S-1

EX-10.3

1997 STOCK OPTION PLAN

EX-10.5

EMPLOYMENT AGREEMENT DATED MARCH 31, 1997

EX-10.6

EMPLOYMENT AGREEMENT BETWEEN PMTC & ANGELI

EX-10.7

EMPLOYMENT AGMT DATED 03-31-98 BETWEEN PMTC & CROSS

EX-10.8

EMPLOY. AGMT DATED 12-16-98 BETWEEN PACER & GOLDFEIN

EX-10.9

EMPLOYMENT AGMT DATED 12-16-97 BETWEEN PACER & STEINER

EX-10.10

EMPLOYMENT AGMT DATED 04-03-98 BETWEEN PMTC & HEIN

EX-10.11

STOCK PURCHASE AGMT. DATED 03-31-97

EX-10.12

STOCK PURCHASE AGMT. DATED 12-16-97

EX-10.13

AGREEMENT & PLAN OF MERGER DATED 04-03-98

EX-10.14

WARRANT

EX-10.15

SUPPLEMENTAL STOCK OPTION AGMT. DATED 03-31-97

EX-10.16

SERVICE STOCK OPTION AGMT. DATED 03-31-97

EX-10.18

AMENDED & RESTATED CREDIT AGMT. DATED 12-16-97

EX-10.19

AMENDMENT #1 TO CREDIT AGMT. DATED 03-31-98

EX-10.20

AMENDMENT #2 TO CREDIT AGMT. DATED 05-01-98

EX-10.21

AMENDMENT #3 TO CREDIT AGMT. DATED 05-29-98

EX-10.22

AMENDED & RESTATED SECURITY AGMT. DATED 12-16-97

EX-10.23

PLEDGE AGREEMENT DATED 05-01-98

EX-21.1

SUBSIDIARIES

EX-23.2

CONSENT OF ARTHUR ANDERSEN LLP

EX-23.3

CONSENT OF KPMG PEAT MARWICK LLP

EX-27.1

FINANCIAL DATA SCHEDULE