UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
Optical Cable Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
683827109
(CUSIP Number)
November 30, 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)
The 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 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).
182: (b) [_] Bank as defined in Section 3(a)(6) of the
Act (15 U.S.C. 78c).
184: (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) [X] 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 240.3d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 240.13d-1(c), c
heck 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.
**
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.
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.
240: 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
243: 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 the close of
business on November 30, 2001, an aggregate amount
of 10,547,300 shares have been sold by filer and the shares
that would need to be sold to satisfy the remaining margin
requirements represents less than 5% of the outstanding
shares on that date. 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. The Filer disclaims beneficial ownership
of any such shares.
CUSIP No. 683827109 13G Page 6 of 6 Pages
SIGNATURE
260: 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: December 7, 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).