UNITED STATES SEC USE ONLY SECURITIES AND EXCHANGE COMMISSION ------------------------- Washington, D.C. 20549 DOCUMENT SEQUENCE NO. Amendment No. 1(1) ------------------------- CUSIP NUMBER FORM 144/A ------------------------- NOTICE OF PROPOSED SALE OF SECURITIES WORK LOCATION PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ------------------------- ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. - ------------------------------------------------------------------------------------------------------------------------------------ 1(a) NAME OF ISSUER (Please type or print) (b) IRS IDENT. NO. (c) S.E.C. FILE NO. Euronet Worldwide, Inc. 74-2806888 0-22167 -------------------- e) TELEPHONE NUMBER - ------------------------------------------------------------------------------------------------------------------------------------ 1(d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE AREA CODE NUMBER 4601 College Boulevard, Suite 300 Overland Park Kansas 66211 (913) 327-4200 - ------------------------------------------------------------------------------------------------------------------------------------ 2 (a) NAME OF PERSON FOR WHOSE ACCOUNT (b) SOCIAL SECURITY (c) RELATIONSHIP (d) ADDRESS STREET CITY STATE ZIP CODE THE SECURITIES ARE TO BE SOLD NO. OR IRS TO ISSUER ARE TO BE SOLD IDENT. NO. Michael J. Brown ###-##-#### Chairman and 11508 Canterbury Leawood Kansas 66211 Chief Executive Officer - ------------------------------------------------------------------------------------------------------------------------------------ INSTRUCTION: The person filing this notice should contact the issuer to obtain the IRS. Identification Number and the S.E.C. File Number. - ------------------------------------------------------------------------------------------------------------------------------------ 3 (a) (b) SEC USE (c) (d) (e) (f) (g) ONLY Number of Aggregate Number of Approxi- Name of Title of the Name and Address of Each Broker Through Broker- Shares Market Shares or mate Date Each Sec- Class of Whom the Securities are to be Dealer or Other Units Value Other Units of Sale urities Securities Offered or Each Market Maker who is File To Be Sold Outstanding (See Exchange To Be Sold Acquiring the Securities Number (See instr. instr. (See (See instr. (See instr. 3(e)) 3(f)) instr. 3(c)) 3(d)) (MO. DAY YR.) 3(g)) - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock First Clearing, LLC 375,000 $6,825,000 31,642,415 See NASDAQNM 10700 Wheat First Drive Remarks P.O. Box 6600 Below Glen Allen, Virginia 23058-6600 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ INSTRUCTIONS: 1. (a) Name of issuer 3. (a) Title of the class of securities to be sold (b) Issuer's I.R.S. Identification Number (b) Name and address of each broker through whom the securities are intended to (c) Issuer's S.E.C. file number, if any be sold (d) Issuer's address, including zip code (c) Number of shares or other units to be sold (if debt securities, give the (e) Issuer's telephone number, including aggregate face amount) area code (d) Aggregate market value of the securities to be sold as of a specified 2. (a) Name of person for whose account the date within 10 days prior to the filing of this notice securities are to be sold (e) Number of shares or other units of the class outstanding, or if debt (b) Such person's I.R.S. identification number, securities the face amount thereof outstanding, as shown by the most recent if such person is an entity report or statement published by the issuer (c) Such person's relationship to the issuer (f) Approximate date on which the securities are to be sold (e.g. officer, director, 10% stockholder, (g) Name of each securities exchange, if any, on which the securities are or member of immediate family of any of intended to be sold the foregoing) (d) Such person's address, including zip code Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number. TABLE I -- SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor: - ------------------------------------------------------------------------------------------------------------------------------------ Name of Person from Whom Acquired Amount of Title of Date You (If gift, also give date donor Securities Date of Nature of the Class Acquired Nature of Acquisition Transaction acquired) Acquired Payment Payment - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock Dec., 1996 Mistaken 144 filed Issuer 375,000 See Remarks See See Remarks below. below. Remarks below. - ------------------------------------------------------------------------------------------------------------------------------------ INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. - ------------------------------------------------------------------------------------------------------------------------------------ TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold. - ------------------------------------------------------------------------------------------------------------------------------------ Amount of Gross Name and Address of Seller Title of Securities Sold Date of Sale Securities Sold Proceeds - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ REMARKS: On March 11, 2004, Mr. Brown filed a Form 144 (the "First 144") disclosing the sale of 375,000 shares of the Company's common stock under a Rule 10b5-1 trading plan adopted by Mr. Brown on February 24, 2004. As of the date of the filing of this Amendment No. 1 on Form 144/A, Mr. Brown has sold only 75,000 shares of the 375,000 shares covered under his 10b5-1 plan. These shares will be sold at various increments as certain trading prices set forth in that plan are reached. On November 1, 2004, First Clearing, LLC mistakenly filed a Form 144 (the "Second 144") on Mr. Brown's behalf. The Second 144 intended to cover the same 375,000 shares as the First 144. This Amendment No. 1 on Form 144/A entirely replaces the Second 144 in order to correct certain errors in that Second 144. This Form 144/A also covers the same 375,000 shares set forth in the First 144 and should not be interpreted to cover an additional 375,000 shares. As one the founders of Euronet Holding N.V. (the predecessor to Euronet Worldwide, Inc.), Mr. Brown acquired the shares to be sold under this Form 144/A when he exchanged his shares in Euronet Holding N.V. for shares of Euronet Worldwide, Inc. in 1996 in connection with the Company's decision to register its common stock for public sale. The representations regarding Mr. Brown's knowledge of material information speaks as of the date of the filing of the First 144. INSTRUCTIONS: ATTENTION: See the definition of "person" in paragraph (a) of Rule 144. Information The person for whose account the securities to which is to be given not only as to the person for whose account the securities this notice relates are to be sold hereby represents are to be sold but also as to all other persons included in that by signing this notice that he does not know any definition. In addition, information shall be given as to sales material adverse information in regard to current by all persons whose sales are required by paragraph (e) of Rule 144 to be and prospective operations of the Issuer of the aggregated with sales for the account of the person filing this notice. securities to be sold which has not been publicly disclosed. November 30, 2004 /s/ Michael J. Brown --------------------------------------------------------- ---------------------------------------------------- DATE OF NOTICE (SIGNATURE) The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures. FN 1: THIS FORM 144/A WAS MANUALLY FILED WITH THE SEC ON DECEMBER 1, 2004. - ------------------------------------------------------------------------------------------------------------------------------------ ATTENTION: Intentional misstatements or omissions of facts consitute Federal Criminal Violations (See 18 U.S.C. 1001). - ------------------------------------------------------------------------------------------------------------------------------------