UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Optical Cable Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 683827109 (CUSIP Number) September 25, 2001 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [_] Rule 13d-(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 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. 683827109 13G Page 2 of 6 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Bear, Stearns Companies Inc. IRS# 13-3286161 ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES ** _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY ** _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING ** _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH ** ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ** ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) ** ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* HC ________________________________________________________________________________ CUSIP No. 683827109 13G Page 3 of 6 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Bear, Stearns Securities Corp. IRS# 13-3604093 ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES ** _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY ** _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING ** _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH ** ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ** ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) ** ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* BD ________________________________________________________________________________ CUSIP No. 683827109 13G Page 4 of 6 Pages Item 1(a). Name of Issuer is Optical Cable Corporation (the "Issuer"). Item 1(b). The principal executive office of the Issuer is located at 5290 Concourse Drive, Roanoke, Virginia 24019. Item 2(a). The names of persons filing this statement is the Bear, Stearns Companies Inc. (the "Filer"). Item 2(b). The principal business office of the Filer is located at 245 Park Avenue, New York, New York 10167. Item 2(c). The Filer is Incorporated in Delaware. Item 2(d). This statement relates to shares of common stock of the Issuer. Item 2(e). The CUSIP number of the Securities is 683827109. 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 rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with rule 13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with rule 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 rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to rule 13d-1(c), check this box. [_]CUSIP No. 683827109 13G Page 5 of 6 Pages Item 4. Ownership. ** Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Bear, Stearns Securities Corp is a subsidiary of The Bear Stearns Companies Inc. Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. 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 acquired and are held in the ordinary course of business and were not acquired and 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 such purpose or effect. ** Filer is in the process of liquidating shares held in the account of Robert Kopstein pursuant to his margin account. The number of shares to be liquidated is dependent upon the market agreement price at the time of liquidation and therefore is not readily determinable. As of November 1, 2001, an aggregate amount of 13,926,200 shares would need to be sold to satisfy the margin requirements. The Filer intends on liquidating only such number of shares as required to meet the margin requirements and does not intend to vote or direct the vote of such shares. If all the foregoing shares are sold, the Filer would have sold 24.87% of the shares of the Issuer. The Filer disclaims beneficial ownership of any such shares. CUSIP No. 683827109 13G Page 6 of 6 Pages 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: November 2, 2001 THE BEAR STEARNS COMPANIES INC. By:____________________________ Name: Michael Alix Title: Senior Managing Director Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).