UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No.10*
Name of Issuer: INTERNATIONAL FLAVORS & FRAGRANCES, INC.
Title of Class of Securities: Common Stock
CUSIP Number: 459506101
Date of Event Which Requires Filing of this Statement: 12/31/2005
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1. NAME OF REPORTING PERSON
William D. Van Dyke III
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. [ ]
b. [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
CUSIP No.: 459506101
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
6,957
6. SHARED VOTING POWER
5,010,175
7. SOLE DISPOSITIVE POWER
29,957 (includes 23,000 exercisable options and
1,000 stock equivalent units)
8. SHARED DISPOSITIVE POWER
5,010,175
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,040,132 (includes 23,000 exercisable options and
1,000 stock equivalent units)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12. TYPE OF REPORTING PERSON
IN
Item 1(a) Name of Issuer: International Flavors & Fragrances, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices: 521 West
57th Street, New York, NY 10019
Item 2(a) Name of Person Filing: William D. Van Dyke III
Item 2(b) Address of Principal Business Office or, if none, Residence:
111 East Kilbourn Avenue, 19th Floor
Milwaukee, Wisconsin 53202
Item 2(c) Citizenship: United States
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) CUSIP Number: 459506101
Item 3 N/A
Item 4 Ownership (as of December 31, 2005):
(a) Amount Beneficially Owned: 5,040,132* ** ***
(b) Percent of Class: 5.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 6,957
(ii) shared power to vote or to direct the vote: 5,010,175** ***
(iii)sole power to dispose or to direct the disposition of: 29,957*
(iv) shared power to dispose or to direct the disposition of:
5,010,175** ***
Item 5 Not Applicable
Item 6 Not Applicable
Item 7 Not Applicable
Item 8 Not Applicable
Item 9 Not Applicable
Item 10 Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
* Includes 23,000 shares under exercisable options and
1,000 stock equivalent units.
**The undersigned ceased to be a co-trustee of two trusts owning
1,198,332 of the shares last reported. Additionally, another trust of
which the undersigned is a co-trustee sold 1,000,000 in calendar year
2005.
***The undersigned disclaims any beneficial interest in 5,010,175 shares
except as defined in Regulation 13(d)-3 promulgated pursuant to Sections
12(d) and 13(g)of the Securities Exchange Act of 1934. Nothing herein
shall be construed as an admission that the undersigned is the beneficial
owner of such shares for any other purpose.
Signature:
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 14, 2006.
/s/
William D. Van Dyke III
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than
an executive officer or general partner of the filing person, evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties for whom copies are to be sent
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).