1 1/4 cups finely chopped toasted pecans
2 tablespoons non-hydrogenated margarine, melted
2 tablespoons sugar
32 KRAFT Caramels, chopped
3 tablespoons milk
3 (250 g) packages PHILADELPHIA Brick Cream Cheese, softened
3/4 cup white sugar
3 eggs
1 (8 ounce) package BAKERS Semi-Sweet Chocolate, melted, cooled slightly
1/2 cup pecan halves, toasted

Heat oven to 350 degrees F. Cover bottom of 9 inch springform pan with parchment paper. Combine chopped pecans, margarine and 2 tablespoon sugar; press onto bottom of pan. Microwave caramels and milk in microwaveable bowl on MEDIUM 4 to 5 minutes or until caramels are completely melted and mixture is well blended, stirring every 2 minutes. Spread over crust to within 1 inch of edge; cool.
Beat cream cheese and remaining sugar with mixer until blended. Add eggs, 1 at a time, mixing on low speed after each just until blended. Stir in chocolate; pour over caramel layer.
Bake 45 to 50 minutes or until centre is almost set. Run knife or metal spatula around rim of pan to loosen cake; cool before removing rim. Refrigerate 4 hours. Sprinkle with pecans halves just before serving.