SC 13G 1 v01296_sc13-g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) ON TRACK INNOVATIONS LTD. (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) ---------- CINS M8791A 109 (CUSIP Number) December 30, 2003 (Date of Event Which Requires Filing of this Statement) 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 disclosures provided in a prior cover page. The information required on 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). CUSIP No. CINS M8791A 109 -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) WEST END CONVERTIBLE FUND LP 98-0361629 -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] -------------------------------------------------------------------------------- 3) SEC Use Only -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization CAYMAN ISLANDS -------------------------------------------------------------------------------- Number of Shares 5) Sole Voting Power Beneficially --------------------------------------------------- Owned by Each 6) Shared Voting Power 255,194 Reporting --------------------------------------------------- Person With 7) Sole Dispositive Power --------------------------------------------------- 8) Shared Dispositive Power 255,194 -------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 255,194 -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Item 9 5.2% -------------------------------------------------------------------------------- 12) Type of Reporting Person (See Instructions) PN -------------------------------------------------------------------------------- ITEM 1. (A) NAME OF ISSUER ON TRACK INNOVATIONS LTD. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE ZHR INDUSTRIAL ZONE PO BOX 32 ROSH PINA 12000, ISRAEL ITEM 2. (A) NAME OF PERSONS FILING WEST END CONVERTIBLE FUND LP (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE c/o Q & H Corporate Services; Harbour Centre P.O. Box 1348 GT Grand Cayman, Cayman Islands BWI Attention: Anne Allen (C) CITIZENSHIP CAYMAN ISLANDS (D) TITLE OF CLASS OF SECURITIES ORDINARY SHARES (E) CUSIP NUMBER CINS M8791A 109 ITEM 3. If this statement is filed pursuant to rule 240.13d- 1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) ___ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) ___ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) ___ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) ___ An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E). (f) ___ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F). (g) ___ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (h) ___ A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) ___ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) ___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 255,194 (b) Percent of class: 5.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: 255,194* (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: 255,194 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following /___/. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP ITEM 9. NOTICE OF DISSOLUTION OF GROUP *Includes 170,266 ordinary shares and 84,928 ordinary shares underlying warrants exercisable within 60 days owned by West End Convertible Fund LP. WEC Partners LLC disclaims beneficial ownership of such shares and warrants for purpose of Rule 13 (d). CUSIP No. CINS M8791A 109 -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) WEC Partners LLC 52-2350194 -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] -------------------------------------------------------------------------------- 3) SEC Use Only -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- Number of Shares 5) Sole Voting Power Beneficially --------------------------------------------------- Owned by Each 6) Shared Voting Power 296,103 ** Reporting --------------------------------------------------- Person With 7) Sole Dispositive Power 40,909 --------------------------------------------------- 8) Shared Dispositive Power 296,103 -------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 296,103 -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Item 9 6.1% -------------------------------------------------------------------------------- 12) Type of Reporting Person (See Instructions) PN -------------------------------------------------------------------------------- ITEM 1. (A) NAME OF ISSUER ON TRACK INNOVATIONS LTD. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE ZHR INDUSTRIAL ZONE PO BOX 32 ROSH PINA 12000, ISRAEL ITEM 2. (A) NAME OF PERSONS FILING WEC PARTNERS LLC (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE 145 HUGUENOT STREET, #404 NEW ROCHELLE, NY 10801 (C) CITIZENSHIP USA (D) TITLE OF CLASS OF SECURITIES ORDINARY SHARES (E) CUSIP NUMBER CINS M8791A 109 ITEM 3. If this statement is filed pursuant to rule 240.13d- 1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) ___ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) ___ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) ___ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) ___ An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E). (f) ___ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F). (g) ___ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (h) ___ A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) ___ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) ___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 296,103 (b) Percent of class: 6.1% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: 296,103* (iii) Sole power to dispose or to direct the disposition of: 40,909 (iv) Shared power to dispose or to direct the disposition of: 296,103** *Shares held by West End Convertible Fund LP and WEC Partners LLC are subject to an irrevocable proxy granted to Mr. Oded Bashan, CEO of the issuer, for the purpose of voting such entities shares, in Mr. Bashan's own discretion, at any shareholder meeting of the issuer. **Includes 170,266 ordinary shares and 84,928 ordinary shares underlying warrants exercisable within 60 days owned by West End Convertible Fund LP. WEC Partners LLC disclaims beneficial ownership of such shares and warrants for purpose of Rule 13 (d). ITEM 10. CERTIFICATION. By signing below we certify that, to the best of our 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. Dated: WEST END CONVERTIBLE FUND LP By: /s/ Ethan Benovitz ---------------------------- Name: Ethan Benovitz Title: Managing Member of GP WEC Partners LLC By: /s/ Ethan Benovitz ---------------------------- Name: Ethan Benovitz Title: Managing Member EXHIBIT A JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G being filed by West End Convertible Fund LP and WEC Partners LLC in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this agreement is attached is filed on behalf of the below-named companies, that each are responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein. Dated: January 20, 2004 WEST END CONVERIBLE FUND LP By: /s/ Ethan Benovitz ------------------------------------------- Ethan Benovitz Managing Member of its General Partner WEC Partners LLC By: /s/ Ethan Benovitz ------------------------------------------- Ethan Benovitz Managing Member