A608

                                                              EXHIBIT (a)(5)(DD)

                                   MEMORANDUM

                                                                    GOLDMAN
                                                                    SACHS
                                                                    [LOGO]

To:     IBD Innovation Award Committee

Team:   Bob Hurst                               [SEAL]
        Mark Tercek
        Wayne Moore
        Jay Nydick
        Rich Wayner
        Adam Rosenberg
        Charlie Stocks

Date:   November 18, 1998

Re:     Taubman Center, Inc. Restructuring and Recapitalization Plan

In February 1998, the Taubman family and General Motors Pension Trusts ("GMPT")
agreed to investigate alternatives to reduce GMPT's 40% investment in Taubman
Centers, Inc. ("TCO"), a leading owner and developer of regional shopping
centers nationwide, which at the time represented the largest single investment
of the pension fund. GMPT had initially invested with the Taubman family's
privately-held company in 1985 and was very anxious to find liquidity since
TCO's IPO in November of 1992. An advisory committee of the TCO board was
created, and it retained Morgan Stanley Dean Witter ("MSDW") as its financial
advisor. This was all taking place in an environment of very significant
consolidation in the regional mall business with very significant multi-billion
dollar transactions, the most recent of which was Simon Property Group's $5
billion acquisition of CPI. It became clear to the Taubman family, which owned
20% of TCO, that MSDW was not going to protect their interests which were not
necessarily aligned with GMPT's. In early June, the family retained
Goldman Sachs to act as their exclusive advisor.

TCO and the Board had been proceeding along a path that could have resulted in
most, if not all, of the family's objectives not being met. The team designed an
alternative plan that met all parties' objectives and also would maximize
long-term value to all shareholders. We then helped the family sell that plan to
the Board, GMPT and ultimately the public.

On September 30, 1998, TCO closed the Goldman-proposed plan which encompassed
the following initiatives:

1.   TCO and GMPT exchanged GMPT's Operating Partnership Units in TCO for
     interests in 10 Taubman shopping centers, thereby significantly reducing
     GMPT's stake in TCO;

2.   TCO restructured its balance sheet for increased financial flexibility by
     tendering for 100% of its unsecured debt with the intention of replacing it
     with lower-cost secured debt;

3.   TCO simplified its governance structure to reflect increased public
     ownership;

4.   TCO's smaller asset base will permit its development pipeline to contribute
     more significantly to per-share earnings growth;


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5.   The Taubman family became the largest single stakeholder in TCO and
     retained its four board seats. GMPT resigned its four board seats. The size
     of the TCO Board of Directors was reduced from thirteen to nine with five
     independent directors.

The plan provided the following benefits to the stakeholders in Taubman Centers,
Inc.:

-    Each party to the transaction was able to accomplish its objectives without
     one party benefiting disproportionately;

     -    GMPT realigned its investment in regional malls from ownership of
          public shares to direct ownership of real estate, thereby meeting its
          stated objective of not owning disproportionately large, controlling
          blocks in public REITs;

     -    TCO removed a potentially contentious shareholder without having to
          make a cash distribution or having a decrease in 1999E FFO per share;

     -    The Taubman family secured its on-going economic interest in TCO with
          new significant shareholder governance provisions;

     -    Public shareholders now have a corporate governance structure more
          typical of other UPREITs, which should make the company easier to
          analyze and more attractive to investors.

-    TCO is the first investment-grade REIT to tender for all of its unsecured
     debt. The covenants required to maintain its investment-grade rating were
     more restrictive to TCO than secured debt. With the increased flexibility
     created with its tender offer, TCO can more effectively capitalize on its
     regional mall development pipeline.

-    TCO maintained the critical mass of premier regional malls necessary to
     provide TCO with negotiating leverage with national tenants.

-    By increasing the earnings impact of each development project, which are
     significantly accretive to earnings, TCO can drive its stock price without
     participating in what has been a very expensive acquisition market;

-    The market received the transaction extremely well with the stock trading
     up and holding most of its gain since the August 17 announcement. In a REIT
     market which is off almost 20% YTD, Taubman has been one of the best
     performing REIT stocks as it is at 91% of its 52-week high.


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