UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, ~~D.C.~~ DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~PURSUANT~~ TO SECTION 13 OR 15(d) OF ~~THE SECURITIES EXCHANGE ACT~~ OF ~~1934~~THE

~~DATE OF~~SECURITIES ~~REPORT~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): June 29, 2006~~1934

~~WILLIAMS SCOTSMAN~~Date ~~INTERNATIONAL~~of report (Date of earliest event reported) AUGUST 28, ~~INC.~~2007

(Exact name of Registrant as specified in its Charter)

WILLIAMS SCOTSMAN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-51521	52-1862719
(Commission File Number)	(I.R.S. Employer Identification No.)
8211 Town Center Drive, Baltimore, Maryland	21236
(Address of principal executive offices)	(Zip Code)

Delaware	000-51521	52-1862719
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)
8211 Town Center Drive
Baltimore, Maryland		21236
(Address of principal executive offices)		(Zip Code)

(410) 931-6000

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE (~~410~~Former Name or Former Address, if Changed Since Last Report) ~~931-6000~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~Registrant’s telephone~~see ~~number,~~General ~~including~~Instruction ~~area~~A.2. ~~code~~below):

~~None~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Former name,~~x ~~former~~Soliciting ~~address~~material ~~and~~pursuant ~~former~~to ~~fiscal~~Rule ~~year~~ 14a-12 ifunder ~~changed~~the ~~since~~Exchange ~~last~~Act ~~report~~(17 CFR 240.14a-12)

~~Check the appropriate box below if the Form 8~~o Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~ ~~satisfy~~Rule ~~the~~14d-2(b) ~~filing~~under ~~obligation of~~ the ~~registrant~~Exchange ~~under~~Act (17 ~~any~~CFR ~~of the following provisions:~~240.14d-2(b))

o ~~Written~~ Pre-commencement communications pursuant to Rule ~~425~~ 13e-4(c) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~13e-4(c))

~~o Soliciting material~~ITEM ~~pursuant~~8.01. toOTHER ~~Rule 14a-12 under the Exchange Act (17 CFR 240~~EVENTS.~~14a-12)~~

~~o Pre-commencement communications~~On ~~pursuant~~August to28, ~~Rule 14d-2~~2007, Williams Scotsman International, Inc., a Delaware corporation (bNASDAQ: WLSC) ~~under~~ (the ~~Exchange~~“Company”) ~~Act~~issued a press release announcing that its board of directors has established September 26, 2007 as the record date for determination of stockholders entitled to receive notice of, to vote at, and to attend a special meeting of the stockholders to be held on October 29, 2007 to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of July 18, 2007, by and among Ristretto Group S.a.r.l., Ristretto Acquisition Corp., Ristretto Holdings SCA and the Company, pursuant to which Ristretto Acquisition Corp., a wholly owned subsidiary of Ristretto Group S.a.r.l., will be merged with and into the Company, with the Company being the surviving corporation. The Company also announced that it will mail its definitive proxy statement to its ~~(17~~ stockholders ~~CFR~~on ~~240~~or about October 1, 2007.~~14d-2(b))~~

~~o Pre-commencement communications~~In ~~pursuant~~addition, tothe ~~Rule 13e-4(c)~~ Company announced that the Federal Trade Commission has granted early termination, effective August 23, 2007, of the waiting period under the ~~Exchange~~Hart-Scott-Rodino Antitrust Improvements Act ~~(17~~ ~~CFR~~of ~~240~~1976, as amended, in connection with proposed merger.~~13e-4(c))~~

~~ITEM~~A ~~5.02~~copy ~~(d). DEPARTURE OF~~of ~~DIRECTORS~~the ORpress ~~PRINCIPAL~~release ~~OFFICERS;~~is ~~ELECTION~~being OFfiled ~~DIRECTORS;~~as ~~APPOINTMENT~~Exhibit ~~OF PRINCIPAL~~99.1 ~~OFFICERS~~hereto and is incorporated herein by reference.

OnITEM ~~June 29, 2006, Mr~~9. ~~Alan D~~01. ~~Wilson~~FINANCIAL ~~was~~STATEMENTS ~~elected~~AND ~~to serve as a member of the board of directors (the “Board”) of Williams Scotsman International, Inc~~EXHIBITS. (the “Company”). Mr. Wilson was also elected to serve as a member of the audit committee of the Board. Mr. Michael F. Finley simultaneously resigned from the audit committee of the Board, but will remain as a director of the Company.

~~Mr. Wilson~~(d) ~~is President of the North American Consumer Foods and Supply Chain for McCormick & Company, Inc~~Exhibits., a publicly traded company and a global leader in the manufacture, marketing, and distribution of spices, seasonings, and flavors to the food industry. Mr. Wilson joined McCormick in 1993 as Director of Procurement for Retail Products, and was promoted to Vice President of Corporate Procurement the following year. During his tenure at McCormick, Mr. Wilson held several executive management roles, including President of Tubed Products, President of McCormick Canada, and, most recently, President of U.S. Consumer Foods. Prior to joining McCormick, Mr. Wilson spent nine years with Procter & Gamble where he held progressive positions in product supply, procurement, and manufacturing.

ITEM 8.01. OTHER EVENTS

EXHIBIT NO.		DESCRIPTION
	99.1	Press Release of the Company, dated August 28, 2007.

~~On July 6, 2006, the Company issued a press release announcing that~~ Mr. Wilson was elected to serve as a member of the Board and the audit committee of the Board. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein in its entirety by reference. SIGNATURES

~~ITEM~~Pursuant ~~9.01~~to ~~FINANCIAL STATEMENTS~~the ~~AND~~requirements ~~EXHIBITS~~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.

~~( d~~WILLIAMS ~~) Exhibits~~SCOTSMAN INTERNATIONAL, INC. By: /s/ Robert C. Singer Name: Robert C. Singer Title: Chief Financial Officer

Exhibit		Description
99.1		Press release issued on July 6, 2006.

August 28, 2007

2 EXHIBIT INDEX

SIGNATURES

EXHIBIT NO.		DESCRIPTION
	99.1	Press Release of the Company, dated August 28, 2007.

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.

WILLIAMS SCOTSMAN INTERNATIONAL, INC. By: /s/ Robert C. Singer Robert C. Singer Chief Financial Officer

Dated: July 6, 2006

EXHIBIT INDEX

Exhibit		Description
99.1		Press release issued on July 6, 2006.

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