OFFERING MEMORANDUM                                                CONFIDENTIAL

                                   $25,000,000
                                     CKWITCO
                          FLOATING RATE NOTES DUE 2001

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     We are  offering  the  Floating  Rate  Notes due 2001 in a firm  commitment
placement.  We will pay  interest  on the  Floating  Rate Notes on June 7, 2000,
September  7, 2000,  December 7, 2000 and at maturity.  The Floating  Rate Notes
will  mature on March 7, 2001.  This  offering  memorandum  contains  additional
information  regarding  the terms and  conditions  of the  Floating  Rate Notes,
including transfer restrictions. For particular terms applicable to the Floating
Rate Notes see "Terms of the Floating Rate Notes."

     The  Floating  Rate Notes will rank senior to all our  existing  and future
subordinated  indebtedness  and will rank  equally  with all existing and future
senior indebtedness including our $600,000,000 8.5% Senior Notes due 2005, which
we are  offering  concurrently  with the  Floating  Rate Notes.

     This cover page  replaces the cover on the  following  page with respect to
the offering by us of the Senior  Notes.

     INVESTING IN THE FLOATING RATE NOTES  INVOLVES RISKS WHICH ARE DESCRIBED IN
THE "RISK FACTORS" SECTION BEGINNING ON PAGE 9 OF THIS OFFERING MEMORANDUM.

     The Floating Rate Notes have not been  registered  under the Securities Act
or the securities  laws of any other  jurisdiction.  Unless they are registered,
the Floating Rate Notes may be offered only in transactions that are exempt from
registration  under  the  Securities  Act or the  securities  laws of any  other
jurisdiction.  Accordingly,  we are offering and selling the Floating Rate Notes
only to qualified  institutional  buyers.  For further  details  about  eligible
offerees and resale  restrictions,  see "Notice to Investors."

     The  Floating  Rate  Notes  will be ready for  delivery  in book entry form
through The Depository Trust Company on or about March 7, 2000.

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                               MERRILL LYNCH & CO.

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             The date of this offering memorandum is March 2, 2000.