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
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1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
WEST END CONVERTIBLE FUND LP
98-0361629
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2) Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
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3) SEC Use Only
--------------------------------------------------------------------------------
4) Citizenship or Place of Organization
CAYMAN ISLANDS
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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
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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
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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
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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
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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
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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