#262884
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
PHOTOCOMM, INC.
______________________________________________________________________
(Name of Issuer)
Common Stock Par Value $.10 Each
______________________________________________________________________
(Title of Class of Securities)
719319-10-5
______________________________________________________________________
(CUSIP Number)
Jill B. W. Sisson, Esq.
General Counsel and Secretary
ACX Technologies, Inc.
16000 Table Mountain Parkway
Golden, Colorado 80403
(303) 271-7000
______________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 1997
______________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box /X/.
Check the following box if a fee is being paid with the statement / /.
______________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ACX Technologies, Inc.*
* The Common Stock is being acquired by Golden Technologies Company,
Inc., which is a wholly owned subsidiary of ACX Technologies, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC; 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e).
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
7 SOLE VOTING POWER
- 8,642,447 -*
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 8,642,447 -*
PERSON
WITH 10 SHARED DISPOSITIVE POWER
- 0 -*
* See Item 5(b) of Amendment No. 2.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,642,447 (see Item 5(a) of Amendment No. 2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES. / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.1 percent (see Item 5)
14 TYPE OF REPORTING PERSON
CO
______________________________________________________________________
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 to the Schedule 13D dated August 16, 1996 (the
"Schedule 13D"), as previously amended by Amendment No. 2 dated
November 21, 1996, relates to the common stock par value $.10 (the
"Common Stock") of Photocomm, Inc. (the "Company"), whose principal
executive offices are located at 7681 E. Gray Road, Scottsdale,
Arizona 85260. The Company is engaged primarily in the development,
manufacturing and marketing of photovoltaic (solar electric) power
systems and related products.
ITEM 4. PURPOSE OF TRANSACTION
As previously reported on November 19, 1996, Golden Technologies
Company, Inc. ("GTC") signed a Stock Purchase Agreement (the
"Agreement") with the Company and The New World Power Corporation
("NWP") pursuant to which GTC agreed to acquire, subject to conditions
set forth in the Agreement, 6,612,447 shares of Common Stock of the
Company from NWP and 2,000,000 shares of Common Stock directly from
the Company or, if the Company elected, up to 1,000,000 shares from
certain senior executives of the Company and Programmed Land, Inc.
("PLI"), a shareholder and the balance from the Company.
The purchase occurred on November 21, 1996. NWP sold 6,612,447 shares
for an aggregate price of $11,292,500; 1,000,000 shares were sold by
the Company and 450,000 shares of Common Stock were sold by each of
Robert Kauffman and PLI and 50,000 shares were sold by each of
Thomas C. LaVoy and Myron Anduri. All shares were purchased for $2.75
per share. Following the acquisition of the Common Stock pursuant to
the Agreement, GTC owned approximately 53.1 percent of the issued and
outstanding Common Stock.
Three board members of the Company designated by NWP resigned from the
Company's board of directors and were replaced by designees of GTC,
Jeffrey H. Coors, John K. Coors and Jed J. Burnham. One other director
resigned. Accordingly, GTC selected three of six directors of the
Company.
At the Annual Meeting of Shareholders held on January 31, 1997, four
designees of GTC, Jed J. Burnham, Jeffrey H. Coors, John K. Coors and
Gerrit J. Wolfaardt and three designees of the Company were elected to
the Board of Directors. Jeffrey H. Coors was elected Chairman of the
Board. In addition, the following GTC designees were elected as
officers of the Company: John K. Coors, President and Chief Executive
Officer; Jeffrey C. Brines, Vice President, Chief Financial Officer
and Secretary; and J. Michael Davis, Vice President.
On February 3, 1997, the Board of Directors changed its certifying
accountant by appointing Price Waterhouse LLP as independent
accountants and the Company changed its fiscal year end to a calendar
year ending on December 31 of each year. The transition period from
September 1, 1996 to December 31, 1996 will be reported on Form 10-Q.
SIGNATURES
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.
Pursuant to Rule 13d-1(f)(2) this Schedule 13D is filed jointly on
behalf of each of ACX Technologies, Inc. and Golden Technologies
Company, Inc.
Dated: February 5, 1997
/s/ Jill B.W. Sisson
____________________________________
ACX Technologies, Inc.
By: Jill B.W. Sisson
Secretary
/s/ Jill B.W. Sisson
____________________________________
Golden Technologies Company, Inc.
By: Jill B.W. Sisson
Assistant Secretary
