<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended                       SEPTEMBER 30, 2002
                                                              ------------------

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from ___________ to ____________


                         Commission File Number 0-33007

                               JCC HOLDING COMPANY
             (Exact name of registrant as specified in its charter)


                 Delaware                               62-1650470
                 --------                               ----------
       (State or other jurisdiction                   (IRS employer
             of incorporation)                    identification number)

                                 One Canal Place
                           365 Canal Street, Suite 900
                          New Orleans, Louisiana, 70130
                    (Address of principal executive offices)


                  Registrant's telephone number (504) 533-6000


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X ]No [ ]

         Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [ ]

         Indicate the number of shares outstanding of the issuer's common stock,
as of the latest practicable date.

         The number of shares of the registrant's common stock outstanding at
November 8, 2002 was 12,388,050.



                                       1
<PAGE>

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                               SEPTEMBER 30, 2002

                                      INDEX

<Table>
<Caption>
                                                                                                PAGE
                                                                                               NUMBER
                                                                                               ------
<S>                                                                                            <C>
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS                                    3

PART I    FINANCIAL INFORMATION                                                                   3

          Item 1.   Financial Statements                                                          3

          Condensed Consolidated Balance Sheets as of
              September 30, 2002 (Unaudited) and December 31, 2001                                4

          Condensed Consolidated Statements of Operations for the
              Three and Nine Months Ended September, 2002 and 2001 (Unaudited)                    5

          Condensed Consolidated Statements of Cash Flows for the
              Nine Months Ended September 30, 2002 and 2001 (Unaudited)                           6

          Notes to Condensed Consolidated Financial Statements (Unaudited)                        7

          Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                                28

          Item 3.   Quantitative and Qualitative Disclosures About Market Risk                   38

          Item 4.     Disclosure Controls                                                        38

PART II  OTHER INFORMATION                                                                       39

          Item 1.   Legal Proceedings                                                            39

          Item 2.   Changes in Securities and Use of Proceeds                                    41

          Item 3.   Defaults Upon Senior Securities                                              41

          Item 4.   Submission of Matters to a Vote of Security Holders                          41

          Item 5.   Other Information                                                            41

          Item 6.   Exhibits and Reports on Form 8-K                                             41

SIGNATURES                                                                                       42

CERTIFICATIONS                                                                                   43
</Table>



                                       2
<PAGE>

         SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

         This Quarterly Report on Form 10-Q includes forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, including in particular the statements about (1) our pending
potential merger transaction with an affiliate of Harrah's Entertainment, Inc.,
(2) our plans, objectives, expectations and prospects, (3) the development of
non-gaming entertainment space on the second floor of the casino in New Orleans,
Louisiana and plans for various adjacent properties and (4) the development and
implementation of a plan for expanded buffet and dining facilities and other
amenities for our patrons to the extent now permitted by applicable
restrictions. In particular, such statements appear under the heading "Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" in this document. The words "expect," "anticipate," "intend,"
"plan," "believe," "seek," "estimate" and similar expressions identify
forward-looking statements. Although we believe that the plans, objectives,
expectations and prospects reflected in or suggested by such forward-looking
statements are reasonable, such statements involve uncertainties and risks, and
we cannot assure you that such plans, objectives, expectations and prospects
will be achieved. Important factors that could cause actual results to differ
materially from the results anticipated by the forward-looking statements
include such matters as:

     o   Potential delays in closing our pending merger transaction with an
         affiliate of Harrah's Entertainment, Inc. due to regulatory or other
         matters;

     o   our ability to achieve sufficient revenues to meet our reduced but
         continuing obligations to the State of Louisiana, the City of New
         Orleans and our various other creditors, including, in particular, our
         minimum required annual payment to the State of Louisiana in the amount
         of the greater of (i) $60 million beginning April 1, 2002 and
         continuing for each casino operating contract fiscal year thereafter
         during the term of the casino operating contract or (ii) the sum of a
         sliding scale of gross gaming revenues that begins at 21.5% for gross
         gaming revenues up to $500 million and escalates to a high of 29% for
         revenues in excess of $900 million;

     o   our ability to continue to compete successfully with riverboat gaming
         operations in our market area, which are permitted to remain dockside
         without the requirement of periodically traveling offshore, and with
         casinos on the Gulf Coast with onsite hotels; and

     o   our ability to develop a sufficiently effective marketing plan to
         succeed in operating in a weakened national economy, a weakened
         convention and leisure travel market and an increasingly competitive
         local and regional gaming marketplace in which we also compete with
         other entertainment alternatives.

All written or oral forward-looking statements attributable to us are expressly
qualified in their entirety by these cautionary statements.

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



                                       3
<PAGE>

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                                           SEPTEMBER 30, 2002
                                                                               (UNAUDITED)       DECEMBER 31, 2001
                                                                           ------------------    -----------------
<S>                                                                        <C>                   <C>
                            ASSETS
Current Assets:
      Cash and cash equivalents (includes restricted
       cash of $4,373 and $3,253, respectively)                            $           60,278    $          41,702
      Accounts receivable, net of allowance for doubtful
       accounts of  $4,611 and $4,022, respectively                                     3,279                3,414
      Inventories                                                                         509                  639
      Prepaids and other assets                                                         2,152                2,162
      Property available for sale                                                       6,500                   --
                                                                           ------------------    -----------------
           Total current assets                                                        72,718               47,917
                                                                           ------------------    -----------------
Property and Equipment:
      Buildings on leased land                                                        129,027              129,027
      Furniture, fixtures and equipment                                                31,712               28,406
      Property held for development                                                     1,519               10,708
      Leasehold improvements                                                              284                  284
      Construction in progress                                                             --                  309
                                                                           ------------------    -----------------
           Total                                                                      162,542              168,734
      Less - accumulated depreciation                                                 (42,689)             (35,253)
                                                                           ------------------    -----------------
           Net property and equipment                                                 119,853              133,481
                                                                           ------------------    -----------------
Other Assets:
      Deferred operating contract cost, net of accumulated
       amortization of $5,164 and $4,351, respectively                                 23,641               24,454
      Lease prepayment, net of accumulated
       amortization of $1,284 and $1,082, respectively                                  5,844                6,046
      Deferred charges and other, net of accumulated
       amortization of $2,901 and $2,320, respectively                                 10,635               11,225
                                                                           ------------------    -----------------
           Total other assets                                                          40,120               41,725
                                                                           ------------------    -----------------
           Total Assets                                                    $          232,691    $         223,123
                                                                           ==================    =================
                LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
      Accounts payable - trade                                             $              811    $           2,196
      Accrued expenses                                                                 15,999               17,231
      Due to affiliates                                                                 7,132                4,591
      Preconfirmation contingencies                                                       879                  900
      Other                                                                             2,103                2,036
                                                                           ------------------    -----------------
           Total current liabilities                                                   26,924               26,954
                                                                           ------------------    -----------------
Long-term debt, net of discount (including debt to affiliates of $83,611
       and $43,824, respectively)                                                     108,333              105,676
Due to affiliates                                                                       2,050                2,050
Other long-term liabilities                                                               403                  428
Commitments and Contingencies
Stockholders' Equity:
      Common stock:
       Common stock (40,000 shares authorized; 12,388 shares
           issued and outstanding; par value $.01 per share)                              124                  124
      Additional paid-in capital                                                      413,401              413,150
      Accumulated deficit                                                            (318,544)            (325,259)
                                                                           ------------------    -----------------
           Total stockholders' equity                                                  94,981               88,015
                                                                           ------------------    -----------------
           Total Liabilities and Stockholders' Equity                      $          232,691    $         223,123
                                                                           ==================    =================
</Table>

See Notes to Unaudited Condensed Consolidated Financial Statements.



                                       4
<PAGE>

                 JCC HOLDING COMPANY AND SUBSIDIARIES CONDENSED
                     CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<Table>
<Caption>
                                                                 THREE MONTHS ENDED              NINE MONTHS ENDED
                                                            ----------------------------    ----------------------------
                                                                2002            2001            2002            2001
                                                            ------------    ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>             <C>
Revenues:
       Casino                                               $     66,150    $     60,816    $    204,441    $    182,271
       Food and beverage                                           6,847           5,819          19,344          16,180
       Retail, parking and other                                   3,209           2,708           9,279           8,306
       Less - casino promotional allowances                       (9,652)         (9,445)        (27,785)        (29,791)
                                                            ------------    ------------    ------------    ------------
            Total net revenues                                    66,554          59,898         205,279         176,966
                                                            ------------    ------------    ------------    ------------
Operating Expenses:
       Direct:
       Casino                                                     33,721          32,214         100,395         111,388
            Food and beverage                                      4,253           3,936          12,329          11,416
            Retail, parking and other                              1,454           1,360           4,270           4,484
            General and administrative                            20,063          18,598          62,978          58,409
            Depreciation and amortization                          3,037           3,169           9,152           8,822
            Provision for asset impairment                            --              --           2,689              --
                                                            ------------    ------------    ------------    ------------
            Total operating expenses                              62,528          59,277         191,813         194,519
                                                            ------------    ------------    ------------    ------------
Operating Income (Loss)                                            4,026             621          13,466         (17,553)
                                                            ------------    ------------    ------------    ------------
Reorganization Expenses                                               --              --              --        (101,029)
Other Income (Expense):
       Interest expense, net of capitalized interest              (2,166)         (2,632)         (6,486)         (6,183)
       Interest and other income                                     176             137             397             403
                                                            ------------    ------------    ------------    ------------
            Total other income (expense)                          (1,990)         (2,495)         (6,089)         (5,780)
                                                            ------------    ------------    ------------    ------------
Income Before Income Taxes                                         2,036          (1,874)          7,377        (124,362)
Provision for Income Taxes                                           662              --             662              --
                                                            ------------    ------------    ------------    ------------
Income (Loss) Before Extraordinary Item                            1,374          (1,874)          6,715        (124,362)
                                                            ------------    ------------    ------------    ------------
Extraordinary Gain on Early Extinguishment of Debt                    --              --              --         213,448
                                                            ------------    ------------    ------------    ------------
Net Income (Loss)                                           $      1,374    $     (1,874)   $      6,715    $     89,086
                                                            ============    ============    ============    ============

Basic Per Share Data:
       Income (Loss) Before Extraordinary Item              $       0.11    $      (0.15)   $       0.54    $     (10.04)
       Extraordinary Gain on Early Extinguishment of Debt             --              --              --           17.23
                                                            ------------    ------------    ------------    ------------
       Net Income (Loss)                                    $       0.11    $      (0.15)   $       0.54    $       7.19
                                                            ============    ============    ============    ============

Diluted Per Share Data:
       Income (Loss) Before Extraordinary Item              $       0.11    $      (0.15)   $       0.53    $     (10.04)
       Extraordinary Gain on Early Extinguishment of Debt             --              --              --           17.23
                                                            ------------    ------------    ------------    ------------
       Net Income (Loss)                                    $       0.11    $      (0.15)   $       0.53    $       7.19
                                                            ============    ============    ============    ============

       Weighted Average Shares Outstanding                    12,387,829      12,386,200      12,386,749      12,386,200
       Dilutive Effect of Stock Options                          534,518              --         276,902              --
                                                            ------------    ------------    ------------    ------------
       Weighted Average Common and Common
            Equivalent Shares Outstanding                     12,922,347      12,386,200      12,663,651      12,386,200
                                                            ============    ============    ============    ============
</Table>

See Notes to Unaudited Condensed Consolidated Financial Statements.



                                       5
<PAGE>

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                             2002          2001
                                                                                          ----------    ----------
<S>                                                                                       <C>           <C>
Cash Flows From Operating Activities:
   Net income                                                                             $    6,715    $   89,086
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation and amortization                                                            9,033         8,822
      Amortization of note discount                                                            1,905        91,431
      Deferred rent                                                                              (24)          288
      Provision for bad debts                                                                    845         1,901
      Provision for asset impairment                                                           2,689            --
      Amortization of unearned compensation                                                      245            --
      Extraordinary gain on early extinguishment of debt                                          --      (213,448)
      Changes in operating assets and liabilities:
       Accounts receivable                                                                      (710)        1,236
       Inventories                                                                               130            69
       Prepaids and other assets                                                                  10         1,789
       Accounts payable - trade                                                               (1,385)          584
       Accrued interest                                                                          751         2,066
       Accrued expenses                                                                       (1,232)        4,735
       Preconfirmation contingencies                                                             (21)          (38)
       Due to affiliates                                                                       2,541        13,911
       Other current liabilities                                                                  67          (193)
      Payment of liabilities subject to compromise due to reorganization activities:
       Reorganization costs, excluding amortization of note discount of $90,314 in 2001           --        10,715
       Payment of reorganization costs                                                            --        (9,824)
                                                                                          ----------    ----------
         Net cash flows provided by operating activities                                      21,559         3,130
                                                                                          ----------    ----------

Cash Flows From Investing Activities:
   Capital expenditures                                                                       (2,989)       (2,445)
   Change in deferred charges and other assets                                                    --          (371)
                                                                                          ----------    ----------
         Net cash flows used in investing activities                                          (2,989)       (2,816)
                                                                                          ----------    ----------

Cash Flows From Financing Activities:
   Proceeds from the exercise of stock options                                                     6            --
   Net proceeds from notes payable - affiliate                                                    --         5,745
                                                                                          ----------    ----------
         Net cash flows provided by financing activities                                           6         5,745
                                                                                          ----------    ----------
Net increase in cash and cash equivalents                                                     18,576         6,059
Cash and cash equivalents, beginning of period                                                41,702        26,626
                                                                                          ----------    ----------
Cash and cash equivalents, end of period                                                  $   60,278    $   32,685
                                                                                          ==========    ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the period for:
      Interest                                                                            $    3,748    $    1,508
   Noncash investing and financing activities:
      Increase in long-term debt for payment-in-kind interest payments                    $      751    $    1,191
   Capitalized Interest                                                                           --    $        2
</Table>

See Notes to Unaudited Condensed Consolidated Financial Statements.



                                       6
<PAGE>

                      JCC HOLDING COMPANY AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND BANKRUPTCY IN JANUARY 2001

         Defined terms used herein that are not specifically defined in this
report have the meanings given to them in our Annual Report on Form 10-K filed
previously with the Securities and Exchange Commission.

         ORGANIZATION. JCC Holding Company was incorporated under Delaware law
on August 20, 1996. We are a casino and entertainment development company, and
conduct business through our wholly-owned subsidiaries, Jazz Casino Company,
L.L.C., JCC Development Company, L.L.C., JCC Canal Development, L.L.C., and JCC
Fulton Development, L.L.C., all Louisiana limited liability companies. We began
business operations in October 1998, when we assumed the business operations
formerly owned by Harrah's Jazz Company, a general partnership, and its
subsidiary, Harrah's Jazz Finance Corp., which filed for relief under the United
States Bankruptcy Code on November 22, 1995. Except as otherwise noted, for
purposes of this report, references to the words "we", "us", and "our" refer to
JCC Holding Company together with each of our subsidiaries.

         Our purpose is to operate an exclusive land-based casino entertainment
facility (the "Casino") in New Orleans, Louisiana. Our Casino commenced
operations on October 28, 1999. We also plan to develop approximately 130,000
square feet of multipurpose non-gaming entertainment space on the second floor
of the Casino and sell or develop various adjacent properties for entertainment
uses supporting the Casino. On October 15, 2001 we sold the parcel of land
across from the Casino located at 3 Canal Place to CP3 Associates, LLC. The sale
netted approximately $6 million in cash. We plan to use the proceeds from this
sale for development needs on the second floor, subject to any limitations
imposed by our financing documents. These funds, however, are not sufficient to
complete development of the second floor, and we have not obtained sufficient
financing to fully fund these developments.

         BASIS OF PRESENTATION. The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with the
instructions to Form 10-Q, and therefore do not include all information and
notes necessary for complete financial statements in conformity with accounting
principles generally accepted in the United States of America. The results for
the periods indicated are unaudited, but reflect all adjustments (consisting
primarily of normal recurring accruals and reclassifying previously reported
amounts to conform to current classifications) which management considers
necessary for a fair presentation of operating results for the interim periods
presented. However, the results of operations for the interim periods presented
should not be used as a basis for estimating results of operations for a full
year. These condensed consolidated financial statements and related notes should
be read in conjunction with the financial statements and notes included in our
Annual Report on Form 10-K for the year ended December 31, 2001.

         We were in bankruptcy proceedings from January 4, 2001 until March 29,
2001, the effective date of consummation of our plan of reorganization.
Accordingly, for a portion of the nine-month period ended September 30, 2001, we
were debtors-in-possession.

         BANKRUPTCY IN JANUARY 2001. On January 4, 2001, we filed a voluntary
petition for relief under Chapter 11 of the United States Bankruptcy Code in
order to allow restructuring of our obligations to the State of Louisiana and
the City of New Orleans, long-term debt, bank credit facilities, and trade and
other



                                       7
<PAGE>

obligations. The filing was made in the United States Bankruptcy Court for the
Eastern District of Louisiana in New Orleans (the "Bankruptcy Court"). After the
filing of the petition, we continued to operate as debtors-in-possession subject
to the Bankruptcy Court's supervision and orders until our plan of
reorganization was consummated.

         Our plan of reorganization, which was approved by the Bankruptcy Court
on March 19, 2001 and was consummated on March 29, 2001, resulted in, among
other things, elimination of our then existing common stock and debt securities
and the issuance of new common stock and debt securities to certain creditors.
The accounting consequences of our bankruptcy proceeding are reflected in the
financial statements as of the effective date of our reorganization. The income
statement during the first quarter of 2001 includes only five days of interest
expense on our old long-term debt and other obligations, except for
debtors-in-possession loans made during the bankruptcy proceeding upon which
interest accrued through March 29, 2001, the effective date of our
reorganization. The interest charges incurred contractually during the first
quarter 2001, but not recorded as a result of our bankruptcy proceeding, totaled
$15.6 million. The cancellation of non-affiliate debt and related accrued
interest resulted in an extraordinary gain as of the effective date. During the
first quarter of 2001, we recorded an extraordinary gain on the early
extinguishment of our debt of $213.4 million. This gain arises from the
discharge of $317.0 million of outstanding principal and interest due to
non-affiliates under our senior subordinated notes with contingent payments due
2009, bank term loans, and convertible junior subordinated debentures, in
exchange for new debt and equity securities with a fair value of $103.6 million.
In addition, the cancellation of affiliate debt and other obligations resulted
in an increase of $304.8 million to additional paid-in capital as of the
effective date of our reorganization. We did not meet the requirements to
utilize fresh start reporting. Therefore, in accordance with Statement of
Position 90-7: "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code," our liabilities compromised by the confirmed plan of
reorganization have been stated at the present value of the amounts to be paid,
reorganization expenses have been separately disclosed and the forgiveness of
debt has been reported as an adjustment to additional paid-in capital and an
extraordinary item in the condensed consolidated financial statements.

         Our plan of reorganization took into account the reduction of our
annual minimum payment obligations to the Louisiana Gaming Control Board to the
greater of 21.5% of gross gaming revenue or a minimum payment of $50 million
commencing April 1, 2001, through March 31, 2002, and $60 million each fiscal
year thereafter (see Note 6). Under the plan, Harrah's Entertainment, Inc.
("Harrah's Entertainment" or "HET") and Harrah's Operating Company, Inc.
("Harrah's Operating Company" or "HOCI") (collectively "Harrah's") provided a
minimum payment guaranty to the Louisiana Gaming Control Board, which secures
Jazz Casino Company, L.L.C.'s ("Jazz Casino") annual minimum payment obligation
to the Louisiana Gaming Control Board for an initial four year period through
March 31, 2005, pursuant to an agreement among Harrah's Entertainment and
Harrah's Operating Company and our subsidiary Jazz Casino (the "new HET/JCC
Agreement") (see Note 5). On October 29, 2002, Harrah's elected to provide the
guaranty for the twelve month period from April 1, 2005 through March 31, 2006,
in accordance with the terms of this agreement.

         In addition, as of the effective date of our reorganization, certain
restrictions previously imposed by the State of Louisiana through our casino
operating contract on food and restaurant facilities, service, lodging and the
sale of products not directly related to gaming operations have been modified to
be less restrictive.

         Our plan of reorganization also took into account a reduction of at
least $5 million in payments, taxes, administrative and operational costs and/or
other expenses required annually under the ground lease with the City of New
Orleans and the Rivergate Development Corporation or resulting from obligations
imposed or created by the ground lease, whether paid to the City, the Rivergate
Development Corporation or others. We worked with the Special Development
Projects Committee to develop a list of lease modifications and other items that
we could agree upon, and on January 17, 2002, the City Council approved an
ordinance and lease amendments that delineate these changes as outlined below.
Each item agreed upon either reduces payments required under the amended ground
lease, or lifts some operating



                                       8
<PAGE>

restriction that we believe will result in improved operating performance by
providing cost savings other than the lease payments or by providing additional
revenue opportunities. The following is a summary of the material items agreed
upon:

             o    Jazz Casino was granted an annual credit of $2.1 million in
                  property tax reduction;

             o    A small lot on the corner of Fulton and Poydras Streets, which
                  was previously conveyed by Jazz Casino's predecessors to the
                  City of New Orleans, will be returned to Jazz Casino either in
                  fee title, if the law allows, or pursuant to a ninety-nine
                  year lease, independent of the amended ground lease;

             o    A lease amendment that commits the City to support, assist and
                  cooperate with the development of a hotel on the Fulton Street
                  Property;

             o    A City commitment to support, assist and cooperate with our
                  efforts to obtain approvals and permits for all future
                  development. The agreement places time limits on Rivergate
                  Development Corporation review and approval when such is
                  necessary for City permitting;

             o    Jazz Casino gained permission to own and operate two courtesy
                  cars and one courtesy van;

             o    The language of the amended ground lease was conformed to
                  reflect the recent changes in Louisiana law with respect to
                  food services, hotel development and providing complimentary
                  services;

             o    A number of significant adjustments to the reporting, record
                  keeping and other administrative requirements of the Open
                  Access Plans and Program, designed to facilitate participation
                  by minorities, women and disadvantaged persons and business
                  enterprises in developing, constructing and operating the
                  Casino, which will result in cost savings and reduction of
                  exposure for defaults under that plan;

             o    The City has agreed to a reduction in the number of parking
                  spaces required to be dedicated to Casino use. As a result, up
                  to 275 spaces may be rented by Jazz Casino to third parties
                  under parking contracts, which will provide additional revenue
                  to us; and

             o    Mutual waivers of any defaults that any parties can allege up
                  to the effective date of the amendments and a requirement of
                  the dismissal of all legal proceedings filed by any of the
                  waiving parties as a result of the $5 million reduction issue.

         On January 28, 2002, the Mayor of New Orleans signed the ordinance
effecting the above changes and on February 7, 2002, the lease amendment was
signed by all parties. The parking changes resulted from subsequent action by
the City Planning Commission and the City Council.

         On the effective date of our plan of reorganization, our outstanding
common stock consisted of 12,386,200 shares of new common stock. Under the plan
of reorganization, in consideration of various waivers, extinguishments of
claims and other consideration, Harrah's Entertainment received 6,069,238 shares
(49%) of our new common stock. Holders of claims arising under tranche B-1 of
the bank credit facilities received 1,734,068 shares (14%) of our new common
stock; and holders of claims arising under our senior subordinated notes
received 4,582,894 shares (37%) of our new common stock. On May 17,



                                       9
<PAGE>
2002, Harrah's Entertainment purchased an additional 2,000 shares in an open
market transaction, and on June 7, 2002, Harrah's Entertainment announced that
it had purchased the shares previously issued to holders of claims under tranche
B-1 of the bank credit facilities, bringing its total holdings to 7,805,306
shares (63%) of our new common stock. On July 30, 2002, we entered into a merger
agreement under which a Harrah's affiliate will acquire the remaining shares
that Harrah's does not already own (the "Merger") (see Note 2).

         In addition, on the effective date of our reorganization, we issued new
term notes, the Senior Notes due 2008 (the "Senior Notes"), in the aggregate
amount of $124.5 million (face value), which will mature seven years from their
issuance and bear interest at the London Interbank Offered Rate ("LIBOR") plus
275 basis points (see Note 4). The holders of claims arising under tranches A-1,
A-3 and B-1 of the bank credit facilities received $55.0 million in Senior
Notes; Harrah's Entertainment and its affiliates, as holders of claims arising
under the HET/JCC Agreement and tranche A-2 of the bank credit facilities
received $51.6 million in Senior Notes; and holders of claims arising under the
senior subordinated notes received $17.9 million in Senior Notes. All holders of
casino operation related unsecured claims were paid, in cash, the full amount of
their claims. On June 7, 2002, Harrah's Entertainment announced that it had
purchased the term notes originally issued to holders of claims arising under
tranches A-3 and B-1, bringing its ownership interest in the face amount of term
notes to $99.1 million as of September 30, 2002.

         We have up to $35 million available for working capital purposes under
a revolving line of credit provided by Harrah's Entertainment (see Note 3).

         Our manager, Harrah's New Orleans Management Company, continues to
manage the Casino pursuant to our management agreement, which was amended in
connection with our bankruptcy plan of reorganization. The amount of the
management fee previously paid to the manager was adjusted under the amended
management agreement, and certain fees charged to the Casino by the manager and
its affiliates were eliminated (see Note 5).

         PROVISION FOR ASSET IMPAIRMENT. On April 23, 2002, Fulton Development
entered into an agreement to sell the Fulton Street Property to a hotel
developer for $6.5 million. The agreement was subject to a ninety-day due
diligence period. On June 27, 2002, Fulton Development cancelled the sale
agreement due to certain conditions and terms of the sale contract not being
satisfied. During the first quarter of 2002 in connection with this conditional
sale, we recorded a provision for asset impairment of $2.7 million to reduce the
book value of the Fulton Street Property to its estimated fair value less
selling costs.

         REORGANIZATION ITEMS. During the nine months ended September 30, 2001,
we incurred reorganization expenses of $101 million. These expenses include a
$90.3 million charge to reflect the write off of the unamortized balance of the
discount of the senior subordinated notes, which were cancelled as a result of
our plan of reorganization to record the amount of the allowed claim. The
remaining expenses consisted primarily of consulting and legal fees and costs
associated with retention bonuses.

         NET INCOME (LOSS) PER SHARE. In accordance with the provisions of SFAS
No. 128, "Earnings Per Share," we compute our basic earnings per share by
dividing the net income (loss) attributable to common stockholders by the
weighted average number of shares outstanding during the period. Our diluted
earnings per common share is computed by dividing the net income (loss)
attributable to common stockholders by the weighted average number of shares and
dilutive common stock equivalent shares outstanding during the period. Common
stock equivalent shares consist of shares issuable upon exercise of outstanding
stock options for which market price exceeds exercise price, excluding any
"in-the-money"



                                       10
<PAGE>

stock options with antidilutive effect. For the three and nine months ended
September 30, 2002, common stock equivalents consisted of stock options
outstanding of 534,518 and 276,902, respectively. During the three and nine
months ended September 30, 2001, no common stock equivalents are included in net
income (loss) per share as they were antidilutive.

         STOCK-BASED COMPENSATION. In 1999, we adopted the disclosure-only
provisions of SFAS No. 123 "Accounting for Stock-Based Compensation." SFAS No.
123 encourages, but does not require, companies to adopt a fair value based
method for determining expense related to stock-based compensation. We continue
to account for stock-based compensation using the intrinsic value method as
prescribed under Accounting Principles Board Opinion ("APB") No. 25, "Accounting
for Stock Issued to Employees," and related interpretations.

         Pursuant to certain executives' employment agreements, on March 4, 2002
and March 7, 2002, we granted 498,550 options and 120,512 options, respectively,
to purchase shares of common stock at an exercise price of $2.00 per share. We
recorded compensation expense of $245,150 during the first quarter to account
for the intrinsic value of these stock option grants. On May 31, 2002, we
granted 430,500 options to purchase shares of common stock at an exercise price
of $5.05. We recorded no compensation expense during the second quarter as these
stock options were issued at fair market value on the day of the grant. All of
these stock options are the subject of litigation, as described further in Note
7. However, on July 30, 2002, we entered into a merger agreement under which a
Harrah's affiliate will acquire the remaining shares of our common stock that
Harrah's does not already own. We anticipate the litigation regarding the stock
options will be dismissed in connection with the closing of the Merger, which
event would result in changes to the terms of these stock grants. For further
discussion on the Merger, see Note 2.

         On July 1, 2002, pursuant to the terms of our Long Term Incentive Plan,
we granted options to purchase 53,550 shares of common stock at an exercise
price of $8.00 per share. We recorded no related compensation expense during the
third quarter as these stock options were issued at fair market value on the day
of the grant.

         RECENTLY ISSUED PRONOUNCEMENTS: In April 2002, the FASB issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections," which eliminates the treatment of
an extinguishment of debt as extraordinary unless the extinguishment meets the
requirement of an extraordinary item outlined in APB 30, "Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions."
SFAS No. 145 also requires that capital leases that are modified so that the
resulting lease agreement is classified as an operating lease be accounted for
under the sale-leaseback provisions of FASB Statement No. 98, "Accounting for
Leases: Sale-Leaseback Transactions Involving Real Estate; Sales-Type Leases of
Real Estate; Definition of the Lease Term; Initial Direct Costs of Direct
Financing Leases", or paragraphs 2 and 3 of FASB Statement No. 28, "Accounting
for Sales with Leasebacks, as applicable." Upon adoption, any gain or loss on
extinguishment of debt previously classified as extraordinary that does not meet
the requirements of APB 30 should be reclassified. SFAS 145 is effective for
fiscal years beginning after May 15, 2002. Management does not believe the
impact of any required changes on our financial statements will be material.

         In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to exit or disposal plan.
Statement No. 146



                                       11
<PAGE>

is to be applied prospectively to exit or disposal activities initiated after
December 31, 2002. Management does not believe the impact of any required
changes on our financial statements will be material.

         RECLASSIFICATIONS. Certain reclassifications have been made in prior
year's financial statements to conform to classifications used in the current
year.


NOTE 2. PROPOSED MERGER

         On July 30, 2002, we entered into a merger agreement under which a
Harrah's affiliate will acquire the remaining shares of our common stock that
Harrah's does not already own. Harrah's currently holds approximately 63 percent
of our outstanding common stock. Under the terms of the merger agreement, which
was unanimously approved by our full board of directors, Harrah's has agreed to
pay $10.54 per share for the remaining JCC stock. It is anticipated that
litigation described in Note 7 between Harrah's and JCC will be dismissed in
connection with closing of the transaction. Also, under the terms of the merger
agreement, certain officers of JCC agreed to enter into separation agreements
with JCC which could result in changes to the number and terms of certain
outstanding options previously issued as compensation. The Merger is subject to
the approval of our shareholders, as well as gaming regulatory approvals and
other customary conditions. The Merger is expected to be completed as soon as
possible following the Special Meeting of Shareholders which is scheduled for
December 9, 2002. In connection with the proposed Merger, we filed a proxy
statement with the Securities and Exchange Commission on or about November 13,
2002, which may be accessed through the website maintained by the Securities and
Exchange Commission at the following address: http://www.sec.gov. The proxy
statement has been mailed to holders of JCC Holding Company stock and contains
important information about JCC Holding Company, Harrah's Entertainment and its
applicable affiliates and the proposed Merger, risks relating to the Merger and
related matters. We urge all of our stockholders to read the proxy statement.



                                       12
<PAGE>

NOTE 3. SHORT-TERM BORROWINGS

         Our revolving credit facility, provided on the effective date of our
reorganization by Harrah's Entertainment and its affiliates, provides Jazz
Casino with up to $35 million of available credit to meet working capital
requirements, including up to $10 million of availability for letters of credit.
The new revolving credit facility bears interest at a rate of LIBOR plus 3.00%
per annum and will mature in 2006. The credit facility is secured by
substantially all of our assets (except the casino operating contract with the
State of Louisiana, our Casino bankroll and the gross revenue share payments due
to the Louisiana Gaming Control Board). The credit facility is also secured on a
second lien priority basis, junior only to a lien securing our obligations under
the new HET/JCC Agreement (see Note 5). We are also subject to numerous debt
covenants under the revolving credit facility, including restrictions on, among
other things, certain payments, transactions with affiliates, dividend payments,
liens, incurrence of additional indebtedness, asset sales, mergers and
consolidations, payment of certain indebtedness, capital expenditures, and
investments or loans. As of November 8, 2002, there were no outstanding
borrowings under this facility, although outstanding letters of credit totaling
$700,000 have been issued under this revolving credit facility.

NOTE 4. LONG-TERM DEBT

         On the effective date of our reorganization, our then existing
long-term debt was cancelled. The Senior Notes were issued in the aggregate
principal (face) amount of $124.5 million that will mature seven years after the
effective date (see Note 1). The Senior Notes bear interest at LIBOR plus 2.75%
per annum payable quarterly. As of the effective date, we considered the
variable interest rate on the Senior Notes to be lower than prevailing interest
rates for debt with similar terms and credit ratings. In accordance with
Statement of Position 90-7, the Senior Notes were valued based on discounting
concepts to approximate their fair value of $100.9 million (12.5% discount
rate). In the first year, one half of the interest payments on the Senior Notes
may be paid in kind and added to the principal at our option. As of November 8,
2002, we have paid $6.8 million in cash interest and paid $3.8 million in
interest in kind by issuing additional Senior Notes. Principal payments on the
Senior Notes are amortized as follows: zero in the first year; 50% of free cash
flow (as defined in the Senior Note agreement) in the second through fourth
years; and $6 million annually in the fifth through seventh years, with all
remaining unpaid principal payable at maturity. For the period April 1 through
September 30, 2002, free cash flow (as defined in the Senior Note agreement) was
$9.2 million. Accordingly, on November 15, 2002, we are required to make a
principal payment on these notes in the amount of $4.6 million, or 50% of the
free cash flow. We are also subject to numerous debt covenants under the Senior
Note agreement, including restrictions on, among other things, certain payments,
transactions with affiliates, dividend payments, liens, incurrence of additional
indebtedness, asset sales, mergers and consolidations, payment of certain
indebtedness, capital expenditures, and investments or loans. Further, effective
March 29, 2001, each of JCC Development, Canal Development and Fulton
Development issued guarantees with respect to the Senior Notes. Once the
proposed merger is completed, our debt will remain an obligation of JCC Holding
Company and its subsidiaries.



                                       13
<PAGE>

NOTE 5. RELATED PARTY TRANSACTIONS

         AMENDED MANAGEMENT AGREEMENT. The Casino's operations are managed by
Harrah's New Orleans Management Company pursuant to our amended management
agreement. Harrah's New Orleans Management Company is an indirect wholly owned
subsidiary of Harrah's Entertainment, which has a majority ownership interest in
us and representation on our board of directors. We have also contracted with
Harrah's Operating Company to perform various administrative services pursuant
to this management agreement. Administrative services to be provided under this
agreement include accounting, computer processing, risk management, marketing
and administration of certain human resource matters.

         On the effective date of our plan of reorganization, all fees then due
under our management agreement were waived and we entered into the amended
management agreement. Under the amended management agreement, the manager will
continue to be responsible for and have authority over, among other things:

     o   hiring, supervising and establishing labor policies with respect to
         employees working in the Casino;

     o   gaming and entertainment policies and operations including security and
         internal control procedures;

     o   advertising, marketing and promoting the Casino;

     o   providing Casino-level accounting and budgeting services;

     o   maintaining, renovating and improving the Casino;

     o   performing certain system services generally performed at casinos owned
         or managed by Harrah's Entertainment or its affiliates; and

     o   performing certain other functions identified by Jazz Casino and agreed
         to by the manager.

         In addition, the manager and Harrah's Operating Company shall continue
to provide the administrative services formerly provided by Harrah's Operating
Company under the administrative services agreement, which was terminated on the
effective date, at no additional cost (other than for insurance and risk
management services). Under our amended management agreement, as consideration
for managing the Casino, the manager is entitled to receive a management fee
equal to thirty percent of earnings before interest, income taxes, depreciation,
amortization and management fees ("EBITDAM"). Under the amended management
agreement, Jazz Casino shall continue to reimburse Harrah's Entertainment for
the cost of property level executive salaries and benefits and shall continue to
reimburse Harrah's Entertainment for insurance related to the Casino. Neither
the manager or any of its affiliates shall be entitled to receive fees for
services formerly provided under the administrative services agreement. These
services must now be provided at no additional cost (see Note 1).

         Our manager continues to manage the Casino pursuant to our management
agreement, which was amended in connection with our bankruptcy plan of
reorganization. Under our amended management agreement, we have the right to
terminate the management agreement if the Casino fails to achieve earnings
before interest, income taxes, depreciation, amortization and management fees,
adjusted for certain state



                                       14
<PAGE>

and city costs and corporate overhead costs ("Adjusted EBITDAM"), of not less
than 85% of the specified target Adjusted EBITDAM for the twelve months ended
March 31, 2002, 84% of the specified target Adjusted EBITDAM for the twelve
months ending March 31, 2003, and 83% of the specified target Adjusted EBITDAM
for the twelve months ending March 31, 2004 and thereafter. The targets of
Adjusted EBITDAM for these first three fiscal periods, as specified in the
management agreement, are $115.2 million, $127.4 million, and $134.8 million,
respectively. For the twelve months ended March 31, 2002, actual results
produced $116.3 million in adjusted EBITDAM. For the twelve months ended March
31, 2003, the target Adjusted EBITDAM is 84% of $127.4 million, or $107 million.
Actual results for the six month period ended September 30, 2002 produced $70
million in Adjusted EBITDAM.

         NEW HET/JCC AGREEMENT. On the effective date, our minimum payment loan
along with the guaranty fees and related interest charges were cancelled and
Harrah's Entertainment and Harrah's Operating Company received Senior Notes and
new common stock in the amount of $30.6 million (face value) and approximately
3.1 million shares, respectively. In addition, Jazz Casino entered into the new
HET/JCC Agreement pursuant to which Harrah's Entertainment agreed to provide a
minimum payment guaranty to the Louisiana Gaming Control Board for an initial
four-year period through March 31, 2005, as required by the casino operating
contract. The initial minimum payment guaranty has been provided by Harrah's
Entertainment, and guarantees the following amounts payable to the Louisiana
Gaming Control Board:

     o   $50 million in the period April 1, 2001 to March 31, 2002;

     o   $60 million in the period April 1, 2002 to March 31, 2003;

     o   $60 million in the period April 1, 2003 to March 31, 2004; and

     o   $60 million in the period April 1, 2004 to March 31, 2005.

         Harrah's Entertainment and Harrah's Operating Company will receive a
fee for this guaranty in the amount of two percent of the average amount at risk
for the entire remaining guaranty period, calculated on an annual basis. The
guaranty fee of $4.1 million for the period through March 31, 2002 was accrued
and is payable in four equal installments due on March 31, 2002, March 31, 2003,
March 31, 2004, and March 31, 2005, provided that any then unpaid installments
of the deferred guaranty fee for the period through March 31, 2002 shall be due
and payable in full upon any termination of the amended management agreement.
For any periods after March 31, 2002, the guaranty fee for each fiscal year
shall be due in four equal installments on June 30, September 30, December 31
and March 31 of the corresponding fiscal year. As of November 8, 2002, $1
million had been paid to Harrah's Entertainment toward the guaranty fee for the
year ended March 31, 2002 and $1.5 million had been paid toward the guaranty fee
for the year ended March 31, 2003. Advances made by Harrah's Entertainment on
our behalf pursuant to the new HET/JCC Agreement bear interest at the rate
specified for loans under our new revolving credit facility (LIBOR plus 3.00%
per annum - see Note 3) and are secured on a first lien priority basis by
substantially all of our assets (except the casino operating contract, the
Casino bankroll and the gross revenue share payments due to the Louisiana Gaming
Control Board).

         Under the casino operating contract, on or before March 31, 2003, we
are required to provide the Louisiana Gaming Control Board a minimum payment
guaranty for the $60 million minimum payment due for the period commencing April
1, 2005 to March 31, 2006. Unless the minimum payment guaranty obligation has
expired, this obligation to post a new guaranty or extend the existing guaranty
continues for each year thereafter such that as of April 1 of each year there
must be in place 36 months of third party guaranteed payments to the Louisiana
Gaming Control Board (see Note 7). Under the HET/JCC Agreement, neither Harrah's
Entertainment nor Harrah's Operating Company is obligated to provide



                                       15
<PAGE>

guaranties of the payments due the Louisiana Gaming Control Board beyond March
31, 2005, the expiration of the initial four year guaranty. On October 29, 2002,
we received notice from Harrah's Entertainment and Harrah's Operating Company of
their election to provide the guaranty for the period April 1, 2005 through
March 31, 2006, pursuant to the terms of the HET/JCC Agreement.

         On July 30, 2002, we entered into a merger agreement under which a
Harrah's affiliate will acquire the remaining shares of our common stock that
Harrah's does not already own (See Note 2).

NOTE 6. INCOME TAXES

         As a result of the bankruptcy reorganization in 2001, JCC Holding
Company and Subsidiaries recognized cancellation of debt income ("CODI"). Under
Internal Revenue Code Section 108, the Company was required to reduce its tax
attributes in an amount equal to the CODI in 2002. The amount of the CODI was
$441.9 million. The net operating loss carryforwards, general business credits
and tax basis of depreciable property were reduced by $279.5 million, $0.8
million, and $161.6 million, respectively. After the tax attribute reductions no
net operating loss carryforwards or general business credits remained. The net
tax basis of the fixed assets was $181.1 million. The valuation allowance
decrease of $75.0 million primarily relates to the reduction of the tax
attributes for the CODI.

         The Company recorded income tax expense of $0.7 million in the three
months ended September 30, 2002. The Company also has net deferred tax assets
of $35.0 million as of September 30, 2002 that are offset by a valuation
allowance in an equal amount due to the uncertainty of future taxable income.

NOTE 7. COMMITMENTS AND CONTINGENCIES

         CASINO OPERATING CONTRACT. Since the effective date of our
reorganization, we have operated under an amended casino operating contract
establishing the payments to the Louisiana Gaming Control Board at the greater
of (i) 21.5% of gross gaming revenues from the Casino in the applicable casino
operating contract fiscal year or (ii) $50 million for the period from April 1,
2001 to March 31, 2002, and $60 million for each April 1 to March 31 annual
period thereafter. In addition, we must pay an override on gross gaming revenues
equal to (i) 1.5% of gross gaming revenues in excess of $500 million, up to $700
million, (ii) 3.5% for gross gaming revenues in excess of $700 million, up to
$800 million, (iii) 5.5% for gross gaming revenues in excess of $800 million, up
to $900 million, and (iv) 7.5% for gross gaming revenues in excess of $900
million.

         We were required to procure an initial four-year minimum payment
guaranty guaranteeing the minimum payments required to be made to the Louisiana
Gaming Control Board under the casino operating contract, and must provide
rolling, three-year minimum payment guaranties beginning April 1, 2003. By March
31 of each year (beginning with March 31, 2003), we must obtain a minimum
payment guaranty (or extension thereof) extending the minimum payment guaranty
to the third anniversary of such date, so that three years of future payments to
the Louisiana Gaming Control Board are guaranteed. We need not procure the
guaranty if (i) our gross gaming revenue exceeds $350 million for two successive
years, (ii) we make all payments due during these years without drawing on the
guaranty, and (iii) there are no uncured defaults under the casino operating
contract. The failure to obtain and post a third party guaranty as required by
the casino operating contract is a "termination event" leading to the automatic
termination of the casino operating contract effective as of the last day that
payments are guaranteed to the Louisiana Gaming Control Board under any existing
guaranty. In addition, an automatic termination of our casino operating contract
is an event of default under our ground lease with the City of New Orleans and
the Rivergate Development Corporation, the Indenture governing our Senior Notes,
and our revolving credit agreement. On October 29, 2002, we received notice from
Harrah's Entertainment and Harrah's Operating



                                       16
<PAGE>

Company of their election to provide the guaranty for the period April 1, 2005
through March 31, 2006, pursuant to the terms of the HET/JCC Agreement (see Note
5).

         OTHER CONTINGENCIES. The enactment and implementation of gaming
legislation in the State of Louisiana and the development of the Casino and
related facilities have been the subject of lawsuits, claims and delays brought
about by various parties. In addition, we are involved in a number of legal
proceedings and claims arising in the normal course of business. While we cannot
predict the outcome of such legislative proceedings and litigation, we do not
expect that the final outcome of these matters will materially and adversely
affect our results of operations, cash flows, or financial condition.

         In connection with our 2001 bankruptcy, claims were filed by a number
of trade creditors with Casino operating claims. Most of these have been
resolved in the ordinary course of business. Claims were also filed by the City
and State pending the results of ongoing audits of the amounts we remit for
sales and use taxes. While these particular claims have not yet been resolved,
management does not believe the outcome of these claims will materially and
adversely affect our results of operations. Reserves have been established for
the resolution of all remaining claims.

         Following our reduction in the Casino's work force on July 17, 2001,
former employees of the Casino filed lawsuits against us in the Civil District
Court for the Parish of Orleans, State of Louisiana on August 3, 2001. The
Plaintiffs are seeking damages for being laid off prior to the expiration of the
term of alleged employment contracts between our employees and us. On October
29, 2002, the trial judge ruled that this matter could proceed as a class
action. We believe that we have strong legal and factual defenses, and intend to
vigorously contest the claims. No assurances can be given as to the outcome of
such lawsuits, and consequently, we cannot reasonably predict at this time
whether the final outcome of these matters will materially and adversely affect
our results of operations, cash flows, or financial condition.

         On March 15, 2002, Harrah's Entertainment, Inc. and Harrah's Operating
Company, Inc. filed a complaint in the Court of Chancery of the State of
Delaware seeking declaratory and injunctive relief regarding the interpretation
of the Second Amended and Restated Certificate of Incorporation (the "Charter")
and the Third Amended and Restated Bylaws of the Company (the "Bylaws").
Although the complaint sought an award of attorneys' fees and expenses, it did
not seek damages against the Company. The action sought to place Harrah's
nominee, Dr. Charles C. Teamer, on the ballot for election to the board of
directors in addition to Harrah's nominee, Mr. Philip Satre. Harrah's complaint,
therefore, sought a declaration that its nomination of two directors for
election at the 2002 annual meeting was valid under the Charter and Bylaws, and
injunctive relief requiring the Company to recognize its nominations. On March
29, 2002, the Company answered the complaint and filed a counterclaim for
declaratory relief seeking a declaration that the Company's Charter and Bylaws
limited Harrah's nomination right to one candidate for election to the board at
the 2002 and 2003 annual meetings. Harrah's filed its reply to counterclaim on
April 5, 2002. The parties engaged in expedited discovery. Trial was held on May
21 and 22, 2002. Following trial, on May 31, 2002, the Court of Chancery issued
a written opinion holding that the Charter and Bylaws should be construed in
favor of Harrah's and that Harrah's was entitled to nominate two directors for
election at the 2002 annual meeting. On June 10, 2002, the Court of Chancery
issued a final order and judgment from which the Company perfected an appeal to
the Delaware Supreme Court. The final order and judgment denied Harrah's
application for an award of attorneys' fees and expenses. Harrah's elected not
to pursue an appeal of the denial of its request for an award of attorneys' fees
and expenses, and the time for any such appeal has passed. On June 11, 2002, the
Company held its annual meeting of stockholders at which Dr. Teamer and Mr.
Satre were elected to the board of directors. The parties have fully briefed the
issues raised in the Company's appeal. At the parties' request, the Delaware
Supreme Court postponed oral argument to permit the parties to engage in
negotiations regarding the Merger (see Note 2). The parties believe that the



                                       17
<PAGE>

closing of the Merger will moot the issues on appeal and, accordingly,
anticipate dismissing the appeal in connection with the closing. In the unlikely
event the Merger does not close, JCC anticipates it would request the scheduling
of oral argument and for the Delaware Supreme Court to decide its appeal.
Therefore, the ultimate outcome of this litigation and its possible effect on
the Company is presently uncertain.

         On April 18, 2002, JCC Holding Company and Jazz Casino Company, L.L.C.
filed suit against Harrah's New Orleans Management Company ("HNOMC"), Harrah's
Operating Company, Harrah's Entertainment, Philip Satre, Bill Noble, and Anthony
Sanfilippo in Civil District Court for the Parish of Orleans, State of
Louisiana. Philip Satre is Chairman of the Board of Harrah's Entertainment,
Chairman of the Board and Chief Executive Officer of HNOMC and was the Chief
Executive Officer of Harrah's Entertainment and a director on our board at the
time this suit was filed. Bill Noble was Senior Vice President and General
Manager of HNOMC at that time. Anthony Sanfilippo is President of HNOMC and
President of the Central Division of Harrah's Entertainment, and was a director
on our board at the time this suit was filed. Our suit alleges that the Harrah's
entities failed to adhere to the terms and provisions of the management
agreement with respect to advertising, marketing and promoting our Casino, and
that the Harrah's entities diverted business from our Casino, where Harrah's
Entertainment then owned a 49% interest, to other properties wholly owned by
Harrah's Entertainment. We are seeking damages for violation of the management
agreement and certain tortious conduct, as well as an injunction, as provided
for under the management agreement, to prevent future diversion of business. It
is anticipated that this lawsuit will be dismissed with prejudice upon the
closing of the Merger. Therefore, the ultimate outcome of this litigation and
its possible impact on the Company is presently uncertain.

         On April 22, 2002, Harrah's Entertainment and HOCI filed a derivative
action against Paul Debban, Preston Smart, Rudy Cerone, and Chris Lowden (the
"Individual Defendants"), as well as JCC Holding Company as a nominal defendant,
in the Court of Chancery of the State of Delaware In and For New Castle County.
Messrs. Debban, Smart, and Lowden are currently directors on our board and Mr.
Cerone was a director on our board at the time this suit was filed. All four
individuals are unaffiliated with Harrah's Entertainment. Mr. Debban is also
Chairman and President of JCC Holding Company. Mr. Smart is also Vice President
of JCC Holding Company. Mr. Lowden is, and Mr. Cerone was at the time the suit
was filed, a member of the compensation committee of our board of directors. The
allegations include breach of fiduciary duty and self-dealing in connection with
the compensation committee's deliberations and approval of the employment
agreements, which included stock option grants, for Mr. Debban and Mr. Smart.
The lawsuit seeks declaratory and injunctive relief in regard to the adoption
and implementation of the employment agreements. The Individual Defendants have
indicated for themselves and on behalf of JCC Holding Company denial of all the
allegations as baseless and intend to vigorously defend the lawsuit. The
Individual Defendants answered the complaint on June 11, 2002. No discovery has
been taken in this matter, which remains pending in the Court of Chancery. The
parties anticipate that this action will be dismissed in connection with the
closing of the Merger. The ultimate outcome of this litigation and its possible
impact on the Company is presently uncertain.

         On July 31, 2002, Michael Shapiro, who purports to be a stockholder of
the Company, filed a putative class action complaint (the "Shapiro Action") in
the Court of Chancery of the State of Delaware against Stephen H. Brammell, Gary
W. Loveman, Paul Debban, Charles Teamer, Sr., Christopher Lowden, Preston Smart,
Eddie N. Williams, JCC Holding Company, and Harrah's Entertainment, Inc. seeking
to enjoin the Merger and seeking damages against the defendants. Also on July
31, 2002, Nechuma Cohen, who purports to be a stockholder of the Company, filed
a putative class action complaint (the "Cohen Action") in the Court of Chancery
of the State of Delaware against the same defendants named in the Shapiro Action
seeking to enjoin the Merger and seeking damages against the defendants. On
August



                                       18
<PAGE>

1, 2002, Marc L. Bernstein, who purports to be a stockholder of the Company,
filed a putative class action complaint (the "Bernstein Action") in the Court of
Chancery of the State of Delaware against the same defendants named in the
Shapiro Action and Rudy J. Cerone (a former director of the Company), seeking to
enjoin the Merger and seeking damages against the defendants. Each of the
Shapiro Action, Cohen Action, and Bernstein Action attack the Merger asserting
allegations of domination and control by Harrah's Entertainment and allege
breaches of fiduciary duties to the corporation and its stockholders in
connection with the Merger. We believe that we have strong legal and factual
defenses against these claims, and intend to contest them vigorously. No
assurances can be given as to the outcome of such lawsuits, and consequently, we
cannot reasonably predict at this time whether the final outcome of these
matters will materially and adversely affect our results of operations, cash
flows, or financial condition.


NOTE 8. PROPERTY AVAILABLE FOR SALE

         On April 23, 2002, Fulton Development entered into an agreement to sell
the Fulton Street Property to a hotel developer for $6.5 million. The agreement
was subject to a ninety-day due diligence period and was conditioned upon, among
other things, the ability of the purchaser to construct a hotel on the site. On
June 27, 2002, Fulton Development cancelled the sale agreement due to certain
terms and conditions of the sale contract not being satisfied. During the first
quarter of 2002 in connection with this conditional sale, we recorded a
provision for asset impairment of $2.7 million to reduce the book value of the
Fulton Street Property to its estimated fair value less selling costs.

NOTE 9. GUARANTOR FINANCIAL INFORMATION

         JCC Holding and all of its other wholly owned subsidiaries (the
"Guarantor Subsidiaries") have fully and unconditionally guaranteed on a joint
and several basis Jazz Casino's obligations under the Senior Notes described in
Note 3. The Guarantor Subsidiaries and Jazz Casino comprise all of the direct
and indirect subsidiaries of JCC Holding. All of the assets of JCC Holding's
subsidiaries are restricted and may not be transferred to JCC Holding in the
form of loans, cash or dividends without the consent of a third party. The
following consolidating schedules present condensed financial information for
Jazz Casino, JCC Holding and the Guarantor Subsidiaries on a combined basis as
of September 30, 2002 and December 31, 2001, and for the three and nine months
ended September 30, 2002 and 2001:



                                       19
<PAGE>

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEETS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)


<Table>
<Caption>
                                                      JAZZ CASINO   JCC HOLDING    GUARANTOR                    CONSOLIDATED
                                                        COMPANY       COMPANY     SUBSIDIARIES   ELIMINATIONS      TOTAL
                                                      -----------   -----------   ------------   ------------   ------------
<S>                                                   <C>           <C>           <C>            <C>            <C>
                      ASSETS
Current Assets:
        Cash and cash equivalents                     $    54,510   $        59   $      5,709   $         --   $     60,278
        Accounts receivable, net of
          allowance for doubtful accounts                   3,279            --             --             --          3,279
        Intercompany receivables                            2,913            --             --         (2,913)            --
        Inventories                                           509            --             --             --            509
        Prepaids and other assets                           2,030            90             32             --          2,152
        Property available for sale                            --            --          6,500             --          6,500
                                                      -----------   -----------   ------------   ------------   ------------
          Total current assets                             63,241           149         12,241         (2,913)        72,718
                                                      -----------   -----------   ------------   ------------   ------------

Property and Equipment:
        Buildings on leased land                          129,027            --             --             --        129,027
        Furniture, fixtures and equipment                  31,712            --             --             --         31,712
        Property held for development                          --            --          1,519             --          1,519
        Leasehold improvements                                284            --             --             --            284
                                                      -----------   -----------   ------------   ------------   ------------
          Total                                           161,023            --          1,519             --        162,542
        Less - accumulated depreciation                   (42,689)           --             --             --        (42,689)
                                                      -----------   -----------   ------------   ------------   ------------
          Net property and equipment                      118,334            --          1,519             --        119,853
                                                      -----------   -----------   ------------   ------------   ------------

Other Assets:
        Deferred operating contract cost, net
          of accumulated amortization                      23,641            --             --             --         23,641
        Lease prepayment, net of accumulated
          amortization                                      5,844            --             --             --          5,844
        Deferred charges and other, net of
          accumulated amortization                         10,609            --             26             --         10,635
        Investment in subsidiaries                             --        96,509             --        (96,509)            --
                                                      -----------   -----------   ------------   ------------   ------------
          Total other assets                               40,094        96,509             26        (96,509)        40,120
                                                      -----------   -----------   ------------   ------------   ------------

          TOTAL ASSETS                                $   221,669   $    96,658   $     13,786   $    (99,422)  $    232,691
                                                      ===========   ===========   ============   ============   ============

        LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
        Accounts payable - trade                      $       811   $        --   $         --   $         --   $        811
        Accrued expenses                                   16,009           (10)            --             --         15,999
        Due to affiliates                                   7,132            --             --             --          7,132
        Intercompany payables                                  --         1,025          1,888         (2,913)            --
        Preconfirmation contingencies                         879            --             --             --            879
        Other                                               2,103            --             --             --          2,103
                                                      -----------   -----------   ------------   ------------   ------------
          Total current liabilities                        26,934         1,015          1,888         (2,913)        26,924
                                                      -----------   -----------   ------------   ------------   ------------

Long-term debt, net of discount                           108,333            --             --             --        108,333
Due to affiliates                                           2,050            --             --             --          2,050
Other long-term liabilities                                   403            --             --             --            403

Stockholders' Equity:
        Common stock - 40,000 shares authorized;
          12,388 shares issued and outstanding;
          par value $.01 per share                             --           124             --             --            124
        Additional paid-in capital                        398,148       413,401         14,866       (413,014)       413,401
        Member capital                                          1            --             --             (1)            --
        Retained earnings (accumulated deficit)          (314,200)     (317,882)        (2,968)       316,506       (318,544)
                                                      -----------   -----------   ------------   ------------   ------------
          Total stockholders' equity                       83,949        95,643         11,898        (96,509)        94,981
                                                      -----------   -----------   ------------   ------------   ------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $   221,669   $    96,658   $     13,786   $    (99,422)  $    232,691
                                                      ===========   ===========   ============   ============   ============
</Table>



                                       20
<PAGE>

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEETS
                                DECEMBER 31, 2001
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                      JAZZ CASINO   JCC HOLDING    GUARANTOR    CONSOLIDATED
                                                        COMPANY       COMPANY     SUBSIDIARIES  ELIMINATIONS      TOTAL
                                                      -----------   -----------   ------------  ------------   ------------
<S>                                                   <C>           <C>           <C>           <C>            <C>
                        ASSETS
Current Assets:
        Cash and cash equivalents                     $    36,016   $        13   $      5,673  $         --   $     41,702
        Accounts receivable, net of
          allowance for doubtful accounts                   3,414            --             --            --          3,414
        Intercompany receivables                            1,972            --             --        (1,972)            --
        Inventories                                           639            --             --            --            639
        Prepaids and other assets                           2,162            --             --            --          2,162
                                                      -----------   -----------   ------------  ------------   ------------
          Total current assets                             44,203            13          5,673        (1,972)        47,917
                                                      -----------   -----------   ------------  ------------   ------------
Property and Equipment:
        Buildings on leased land                          129,027            --             --            --        129,027
        Furniture, fixtures and equipment                  28,406            --             --            --         28,406
        Property held for development                          --            --         10,708            --         10,708
        Leasehold improvements                                284            --             --            --            284
        Construction in progress                               82            --            227            --            309
                                                      -----------   -----------   ------------  ------------   ------------
          Total                                           157,799            --         10,935            --        168,734
        Less - accumulated depreciation                   (35,253)           --             --            --        (35,253)
                                                      -----------   -----------   ------------  ------------   ------------
          Net property and equipment                      122,546            --         10,935            --        133,481
                                                      -----------   -----------   ------------  ------------   ------------
Other Assets:
        Deferred operating contract cost,
          net of accumulated amortization                  24,454            --             --            --         24,454
        Lease prepayment, net of accumulated
          amortization                                      6,046            --             --            --          6,046
        Deferred charges and other, net
          of accumulated amortization                      11,196            --             29            --         11,225
        Investment in subsidiaries                             --        88,941             --       (88,941)            --
                                                      -----------   -----------   ------------  ------------   ------------
          Total other assets                               41,696        88,941             29       (88,941)        41,725
                                                      -----------   -----------   ------------  ------------   ------------

          TOTAL ASSETS                                $   208,445   $    88,954   $     16,637  $    (90,913)  $    223,123
                                                      ===========   ===========   ============  ============   ============

          LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
        Accounts payable - trade                      $     2,196   $        --   $         --  $         --   $      2,196
        Accrued expenses                                   17,200            30              1            --         17,231
        Due to affiliates                                   4,591            --             --            --          4,591
        Intercompany payables                                  --           909          1,063        (1,972)            --
        Preconfirmation contingencies                         900            --             --            --            900
        Other                                               2,036            --             --            --          2,036
                                                      -----------   -----------   ------------  ------------   ------------
          Total current liabilities                        26,923           939          1,064        (1,972)        26,954
                                                      -----------   -----------   ------------  ------------   ------------

Long-term debt, net of discount                           105,676            --             --            --        105,676
Due to affiliates                                           2,050            --             --            --          2,050
Other long-term liabilities                                   428            --             --            --            428
Commitments and Contingencies
Stockholders' Equity:
        Common stock - 40,000 shares authorized;
          12,386 shares issued and outstanding;
          par value $.01 per share                             --           124             --            --            124
        Additional paid-in capital                        398,148       413,150         14,866      (413,014)       413,150
        Member capital                                          1            --             --            (1)            --
        Retained earnings (accumulated deficit)          (324,781)     (325,259)           707       324,074       (325,259)
                                                      -----------   -----------   ------------  ------------   ------------
          Total stockholders' equity                       73,368        88,015         15,573       (88,941)        88,015
                                                      -----------   -----------   ------------  ------------   ------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $   208,445   $    88,954   $     16,637  $    (90,913)  $    223,123
                                                      ===========   ===========   ============  ============   ============
</Table>



                                       21
<PAGE>

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                               JCC
                                                            JAZZ CASINO      HOLDING      GUARANTOR                     CONSOLIDATED
                                                              COMPANY        COMPANY     SUBSIDIARIES   ELIMINATIONS       TOTAL
                                                            -----------    -----------   ------------   ------------    -----------
<S>                                                         <C>            <C>            <C>            <C>            <C>
Revenues:
            Casino                                          $    66,150    $        --    $        --    $        --    $    66,150
            Food and beverage                                     6,847             --             --             --          6,847
            Retail, parking and other                             3,209             --             --             --          3,209
            Less - casino promotional allowances                 (9,652)            --             --             --         (9,652)
                                                            -----------    -----------    -----------    -----------    -----------
               Total net revenues                                66,554             --             --             --         66,554
                                                            -----------    -----------    -----------    -----------    -----------
Operating Expenses:
            Direct:
               Casino                                            33,721             --             --             --         33,721
               Food and beverage                                  4,253             --             --             --          4,253
               Retail, parking and other                          1,454             --             --             --          1,454
            General and administrative                           19,982            (15)            96             --         20,063
            Depreciation and amortization                         3,036             --              1             --          3,037
            Equity in subsidiaries' income                           --         (2,021)            --          2,021             --
                                                            -----------    -----------    -----------    -----------    -----------
               Total operating expenses                          62,446         (2,036)            97          2,021         62,528
                                                            -----------    -----------    -----------    -----------    -----------
Operating Income (Loss)                                           4,108          2,036            (97)        (2,021)         4,026
                                                            -----------    -----------    -----------    -----------    -----------
Other Income (Expenses):
            Interest expense, net of capitalized interest        (2,166)            --             --             --         (2,166)
            Interest and other income                               151             --             25             --            176
                                                            -----------    -----------    -----------    -----------    -----------
               Total other income (expenses)                     (2,015)            --             25             --         (1,990)
                                                            -----------    -----------    -----------    -----------    -----------

Income (Loss) Before Taxes                                        2,093          2,036            (72)        (2,021)         2,036

Provision for Income Taxes                                          662             --             --             --            662
                                                            -----------    -----------    -----------    -----------    -----------
Net Income (Loss)                                           $     1,431    $     2,036    $       (72)   $    (2,021)   $     1,374
                                                            ===========    ===========    ===========    ===========    ===========
</Table>




                                       22
<PAGE>




                      JCC HOLDING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>

                                                          JAZZ             JCC
                                                         CASINO          HOLDING       GUARANTOR                      CONSOLIDATED
                                                        COMPANY          COMPANY      SUBSIDIARIES    ELIMINATIONS        TOTAL
                                                      ------------    ------------    ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
Revenues:
      Casino                                          $     60,816    $         --    $         --    $         --    $     60,816
      Food and beverage                                      5,819              --              --              --           5,819
      Retail, parking and other                              2,704              --               4              --           2,708
      Less: casino promotional allowances                   (9,445)             --              --              --          (9,445)
                                                      ------------    ------------    ------------    ------------    ------------
          Total Net Revenues                                59,894              --               4              --          59,898
                                                      ------------    ------------    ------------    ------------    ------------
Operating Expenses:
      Direct
          Casino                                            32,214              --              --              --          32,214
          Food and beverage                                  3,936              --              --              --           3,936
          Retail, parking and other                          1,360              --              --              --           1,360
      General and administrative                            18,509              39              50              --          18,598
      Depreciation and amortization                          3,167              --               2              --           3,169
      Equity in subsidiary losses                               --           1,835              --          (1,835)             --
                                                      ------------    ------------    ------------    ------------    ------------
          Total operating expenses                          59,186           1,874              52          (1,835)         59,277
                                                      ------------    ------------    ------------    ------------    ------------
Operating Income (Loss)                                        708          (1,874)            (48)          1,835             621
                                                      ------------    ------------    ------------    ------------    ------------
Other income (expenses):
      Interest expense, net of capitalized interest         (2,632)             --              --              --          (2,632)
      Interest and other income                                137              --              --              --             137
                                                      ------------    ------------    ------------    ------------    ------------
          Total other income (expenses)                     (2,495)             --              --              --          (2,495)
                                                      ------------    ------------    ------------    ------------    ------------
Net Income (Loss)                                     $     (1,787)   $     (1,874)   $        (48)   $      1,835    $     (1,874)
                                                      ============    ============    ============    ============    ============
</Table>



                                       23
<PAGE>




                      JCC HOLDING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>

                                                                            JCC
                                                           JAZZ CASINO    HOLDING      GUARANTOR                      CONSOLIDATED
                                                             COMPANY      COMPANY     SUBSIDIARIES    ELIMINATIONS        TOTAL
                                                           -----------    --------    ------------    ------------    ------------
<S>                                                        <C>            <C>         <C>             <C>             <C>
Revenues:
           Casino                                          $   204,441    $     --    $         --    $         --    $    204,441
           Food and beverage                                    19,344          --              --              --          19,344
           Retail, parking and other                             9,279          --              --              --           9,279
           Less - casino promotional allowances                (27,785)         --              --              --         (27,785)
                                                           -----------    --------    ------------    ------------    ------------
              Total net revenues                               205,279          --              --              --         205,279
                                                           -----------    --------    ------------    ------------    ------------
Operating Expenses:
           Direct:
              Casino                                           100,395          --              --              --         100,395
              Food and beverage                                 12,329          --              --              --          12,329
              Retail, parking and other                          4,270          --              --              --           4,270
           General and administrative                           61,726         192           1,060              --          62,978
           Depreciation and amortization                         9,149          --               3              --           9,152
           Provision for asset impairment                           --          --           2,689              --           2,689
           Equity in subsidiaries' income                           --      (7,569)             --           7,569              --
                                                           -----------    --------    ------------    ------------    ------------
              Total operating expenses                         187,869      (7,377)          3,752           7,569         191,813
                                                           -----------    --------    ------------    ------------    ------------
Operating Income (Loss)                                         17,410       7,377          (3,752)         (7,569)         13,466

Other Income (Expenses):
           Interest expense, net of capitalized interest        (6,486)         --              --              --          (6,486)
           Interest and other income                               320           1              76              --             397
                                                           -----------    --------    ------------    ------------    ------------
              Total other income (expenses)                     (6,166)          1              76              --          (6,089)
                                                           -----------    --------    ------------    ------------    ------------

Income (Loss) Before Taxes                                      11,244       7,378          (3,676)         (7,569)          7,377

Provision for Income Taxes                                         662          --              --              --             662
                                                           -----------    --------    ------------    ------------    ------------
Net Income (Loss)                                          $    10,582    $  7,378    $     (3,676)   $     (7,569)   $      6,715
                                                           ===========    ========    ============    ============    ============
</Table>




                                       24
<PAGE>





                      JCC HOLDING COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>

                                                         JAZZ           JCC
                                                        CASINO         HOLDING        GUARANTOR                      CONSOLIDATED
                                                       COMPANY         COMPANY       SUBSIDIARIES    ELIMINATIONS       TOTAL
                                                     ------------    ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>             <C>
Revenues:
     Casino                                          $    182,271    $         --    $         --    $         --    $    182,271
     Food and beverage                                     16,180              --              --              --          16,180
     Retail, parking and other                              8,297              --               9              --           8,306
     Less: casino promotional allowances                  (29,791)             --              --              --         (29,791)
                                                     ------------    ------------    ------------    ------------    ------------
          Total Net Revenues                              176,957              --               9              --         176,966
                                                     ------------    ------------    ------------    ------------    ------------
Operating Expenses:
     Direct
          Casino                                          111,388              --              --              --         111,388
          Food and beverage                                11,416              --              --              --          11,416
          Retail, parking and other                         4,484              --              --              --           4,484
     General and administrative                            58,140             113             156              --          58,409
     Depreciation and amortization                          8,818              --               4              --           8,822
     Equity in subsidiary losses                               --         (89,200)             --          89,200              --
                                                     ------------    ------------    ------------    ------------    ------------
          Total operating expenses                        194,246         (89,087)            160          89,200         194,519
                                                     ------------    ------------    ------------    ------------    ------------
Operating Income (Loss)                                   (17,289)         89,087            (151)        (89,200)        (17,553)
                                                     ------------    ------------    ------------    ------------    ------------
Reorganization Expenses                                  (101,029)             --              --              --        (101,029)

Other income (expenses):
     Interest expense, net of capitalized interest         (6,183)             --              --              --          (6,183)
     Interest and other income                                403              --              --              --             403
                                                     ------------    ------------    ------------    ------------    ------------
          Total other income (expenses)                    (5,780)             --              --              --          (5,780)
                                                     ------------    ------------    ------------    ------------    ------------
Loss before extraordinary items:                         (124,098)         89,087            (151)        (89,200)       (124,362)

     Extraordinary gain on early extinguishment           213,448              --              --              --         213,448
                                                     ------------    ------------    ------------    ------------    ------------
Net Income (Loss)                                    $     89,350    $     89,087    $       (151)   $    (89,200)   $     89,086
                                                     ============    ============    ============    ============    ============
</Table>




                                       25
<PAGE>



                      JCC HOLDING COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>

                                                           JAZZ CASINO   JCC HOLDING    GUARANTOR                      CONSOLIDATED
                                                            COMPANY        COMPANY     SUBSIDIARIES    ELIMINATIONS        TOTAL
                                                           -----------   ------------  ------------    ------------    ------------
<S>                                                        <C>           <C>           <C>             <C>             <C>
Cash Flows From Operating Activities:
         Net income (loss)                                 $   10,582    $      7,378  $     (3,676)   $     (7,569)   $      6,715
         Adjustments to reconcile net income (loss) to
            net cash provided by (used in) operating
            activities:
        Depreciation and amortization                           9,030              --             3              --           9,033
        Amortization of note discount                           1,905              --            --              --           1,905
        Deferred rent                                             (24)             --            --              --             (24)
        Provision for bad debts                                   845              --            --              --             845
        Provision for asset impairment                             --              --         2,689              --           2,689
        Amortization of unearned compensation                      --             245            --              --             245
        Equity in subsidiary income                                --          (7,569)           --           7,569              --
        Changes in operating assets and liabilities:
            Accounts receivable                                  (710)             --            --              --            (710)
            Inventories                                           130              --            --              --             130
            Prepaids and other assets                             132             (90)          (32)             --              10
            Intercompany receivable/payable                      (941)            116           825              --              --
            Accounts payable - trade                           (1,385)             --            --              --          (1,385)
            Accrued interest                                      751              --            --              --             751
            Accrued expenses                                   (1,191)            (40)           (1)             --          (1,232)
            Preconfirmation contingencies                         (21)             --            --              --             (21)
            Due to affiliates                                   2,541              --            --              --           2,541
            Other current liabilities                              67              --            --              --              67
                                                           ----------    ------------  ------------    ------------    ------------
               Net cash flows provided by (used in)
                 operating activities                          21,711              40          (192)             --          21,559
                                                           ----------    ------------  ------------    ------------    ------------

Cash Flows From Investing Activities:
         Capital expenditures                                  (2,989)             --            --              --          (2,989)
                                                           ----------    ------------  ------------    ------------    ------------
               Net cash flows used in investing activities     (2,989)             --            --              --          (2,989)
                                                           ----------    ------------  ------------    ------------    ------------
Cash Flows From Financing Activities
         Proceeds from the exercise of stock options               --               6            --              --               6
                                                           ----------    ------------  ------------    ------------    ------------
               Net cash flows provided by financing
                 activities                                        --               6            --              --               6
                                                           ----------    ------------  ------------    ------------    ------------
Net increase (decrease) in cash and cash equivalents           18,722              46          (192)             --          18,576

Cash and cash equivalents, beginning of period                 36,016              13         5,673              --          41,702
                                                           ----------    ------------  ------------    ------------    ------------
Cash and cash equivalents, end of period                   $   54,738    $         59  $      5,481    $         --    $     60,278
                                                           ==========    ============  ============    ============    ============
</Table>


                                       26
<PAGE>




                      JCC HOLDING COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>

                                                            JAZZ CASINO   JCC HOLDING     GUARANTOR                    CONSOLIDATED
                                                              COMPANY       COMPANY      SUBSIDIARIES   ELIMINATIONS       TOTAL
                                                            -----------    ----------    ------------   ------------   ------------
<S>                                                          <C>           <C>           <C>            <C>            <C>
Cash Flows From Operating Activities:
     Net income (loss)                                       $   89,350    $   89,087    $       (151)  $    (89,200)  $     89,086
     Adjustments to reconcile net income (loss) to net
     cash provided by (used in) operating activities:
        Depreciation and amortization                             8,818            --               4             --          8,822
        Amortization of note discount                            91,431            --              --             --         91,431
        Extraordinary gain on early extinguishment of
          debt                                                 (213,448)           --              --             --       (213,448)
        Deferred rent                                               288            --              --             --            288
        Provision for bad debts                                   1,901            --              --             --          1,901
        Equity in subsidiary losses                                  --       (89,200)             --         89,200             --
     Changes in operating assets and liabilities:
        Accounts receivable                                       1,235            --               1             --          1,236
        Inventories                                                  69            --              --             --             69
        Prepaids and other assets                                 1,839            --             (50)            --          1,789
        Intercompany receivable/payable                            (347)          121             226             --             --
        Accounts payable - trade                                    584            --              --             --            584
        Accrued interest                                          2,066            --              --             --          2,066
        Accrued expenses                                          4,744            (9)             --             --          4,735
        Preconfirmation contingencies                               (38)           --              --             --            (38)
        Due to affiliates                                        13,911            --              --             --         13,911
        Other current liabilities                                  (193)           --              --             --           (193)
     Payment of liabilities subject to compromise due to
        reorganization activities:
        Reorganization costs, excluding amortization of
            note discount of $90,314                             10,715            --              --             --         10,715
        Payment of reorganization costs                          (9,824)           --              --             --         (9,824)
                                                             ----------    ----------    ------------   ------------   ------------
           Net cash flows provided by (used in) operating
             activities                                           3,101            (1)             30             --          3,130
                                                             ----------    ----------    ------------   ------------   ------------
Cash Flows From Investing Activities:
     Capital expenditures                                        (2,423)           --             (22)            --         (2,445)
     Increase in deferred charges and other assets                 (371)           --              --             --           (371)
                                                             ----------    ----------    ------------   ------------   ------------
           Net cash flows used in investing activities           (2,794)           --             (22)            --         (2,816)
                                                             ----------    ----------    ------------   ------------   ------------
Cash Flows From Financing Activities:
     Proceeds from notes payable - affiliate                      5,745            --              --             --          5,745
                                                             ----------    ----------    ------------   ------------   ------------
          Net cash flows provided by financing activities         5,745            --              --             --          5,745
                                                             ----------    ----------    ------------   ------------   ------------
Net increase (decrease) in cash and cash equivalents              6,052            (1)              8             --          6,059

Cash and cash equivalents, beginning of period                   26,602            14              10             --         26,626
                                                             ----------    ----------    ------------   ------------   ------------
Cash and cash equivalents, end of period                     $   32,654    $       13    $         18   $         --   $     32,685
                                                             ==========    ==========    ============   ============   ============
</Table>



                                       27
<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

         The following discussion and analysis of our financial position and
operating results for our consolidated subsidiaries for the three and nine
months ended September 30, 2002 and 2001, updates, and should be read in
conjunction with, Management's Discussion and Analysis of Financial Condition
and Results of Operations presented in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2001.

         We are a casino and entertainment development company. We were
incorporated under Delaware law on August 20, 1996, and conduct business through
our wholly-owned subsidiaries, Jazz Casino Company, JCC Development Company, JCC
Canal Development and JCC Fulton Development. We began operations in October
1998, when we assumed the business operations formerly owned by Harrah's Jazz
Company, a general partnership, and its subsidiary, Harrah's Jazz Finance
Corporation, which filed for relief under the United States Bankruptcy Code on
November 22, 1995.

         On January 4, 2001, we filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code in order to allow restructuring
of our obligations to the State of Louisiana and the City of New Orleans,
long-term debt, bank credit facilities, and trade and other obligations. The
filing was made in the U.S. Bankruptcy Court for the Eastern District of
Louisiana in New Orleans (the "Bankruptcy Court"). While the Company was in
bankruptcy, we continued to operate as debtors-in-possession subject to the
Bankruptcy Court's supervision and orders.

         Our plan of reorganization, which was approved by the Bankruptcy Court
on March 19, 2001, and was consummated on March 29, 2001 (the "Effective Date"),
resulted in, among other things, elimination of our then existing common stock
and debt securities and the issuance of new equity and debt securities to
certain creditors including Harrah's Entertainment. The consequences of this
bankruptcy proceeding were reflected in the financial statements as of the
Effective Date. The cancellation of non-affiliate debt and related accrued
interest resulted in an extraordinary gain as of the effective date of our plan
of reorganization. In addition, the cancellation of affiliate debt and other
obligations resulted in an increase to additional paid in capital as of the
effective date.

         We did not meet the requirements to utilize fresh start reporting,
since our holders of existing voting shares immediately before confirmation
received more than 50 percent of voting shares of the emerging entity.
Therefore, in accordance with Statement of Position 90-7: "Financial Reporting
by Entities in Reorganization Under the Bankruptcy Code," our liabilities
compromised by the confirmed plan of reorganization have been stated at the
present value of the amounts to be paid, reorganization expenses have been
separately disclosed and the forgiveness of debt has been reported as an
adjustment to additional paid in capital and an extraordinary item in the 2001
condensed consolidated financial statements.

         Harrah's Entertainment received 49 percent of our equity on the
Effective Date in exchange for its claims. Then on May 17, 2002, Harrah's
Entertainment purchased an additional 2,000 shares of our common stock in an
open market transaction, and on June 7, 2002, Harrah's Entertainment announced
that it had purchased the shares previously issued to holders of claims under
tranche B-1 of the bank credit facilities, bringing its total holdings to
7,805,306 shares (63%) of our common stock. On July 30, 2002, we entered into a
merger agreement under which a Harrah's affiliate will acquire the remaining
shares of our common stock that Harrah's does not already own (the "Merger").
Under terms of the merger agreement, which was unanimously approved by our full
board of directors,



                                       28
<PAGE>
Harrah's has agreed to pay $10.54 per share for the remaining JCC Holding
Company stock. The acquisition is subject to the approval of our shareholders,
as well as gaming regulatory approvals and other customary conditions. The
Merger is expected to be completed as soon as possible following the Special
Meeting of Shareholders which is scheduled for December 9, 2002. It is
anticipated that the existing litigation between Harrah's and JCC will be
dismissed in connection with closing of the transaction. (see PART II, ITEM 1)

RESULTS OF OPERATIONS

         TOTAL NET REVENUES. For the three months ended September 30, 2002, net
revenues increased $6.7 million (or 11.1%), while net revenues for the nine
months ended September 30, 2002 increased by $28.3 million (or 16.0%) as
compared to the same period in the previous year. The following table reflects
the changes in revenues by category:

<Table>
<Caption>

                                                THREE MONTHS ENDED               NINE MONTHS ENDED
                                                SEPTEMBER 30, 2002              SEPTEMBER 30, 2002
                                                INCREASE/(DECREASE)            INCREASE/(DECREASE)
                                            ---------------------------    ----------------------------
(IN THOUSANDS)                                   $               %               $             %
                                            ------------   ------------    ------------    ------------
<S>                                         <C>            <C>             <C>             <C>
Revenues:
     Casino                                 $      5,334            8.8%   $     22,170            12.2%
     Food and beverage                             1,028           17.7%          3,164            19.6%
     Retail, parking and other                       501           18.5%            973            11.7%
     Less - casino promotional allowances            207            2.2%         (2,006)           (6.7%)
                                            ------------                   ------------
          Total Net Revenues                $      6,656           11.1%   $     28,313            16.0%
                                            ============                   ============
</Table>

         Casino revenue increased during the three and nine months ended
September 30, 2002 by 8.8% and 12.2% respectively. While some of the growth in
the last three months is attributable to a general recovery of business lost
during 2001 due to the terrorist attacks in September 2001, the increase is
primarily a result of marketing efforts focused on building volume over time
through promotional events and slot offerings geared to a broader audience. We
also experienced increased traffic volume during the first three months of 2002,
primarily the result of Super Bowl fans, coupled with larger crowds this year
for the Sugar Bowl and Mardi Gras.

         Food and beverage revenue increased during the three and nine months
ended September 30, 2002 primarily due to increased complimentary revenue.
Complimentary revenue increased in the first nine months of 2002 because of
increased customer traffic and a heavier focus on internal, rather than
external, complimentaries. Retail, parking and other revenue also increased
during the three and nine months ended September 30, 2002 primarily due to
increased parking revenues as a result of a change in complimentary parking
policies, which were effective as of March 1, 2002. Promotional allowances
decreased for the nine months ended September 30, 2002 due to a significant
decrease in "cash back" and free coin offers.

         OPERATING EXPENSES. For the three and nine months ended September 30,
2002, operating expenses increased by $3.3 million (or 5.5%) and decreased by
$2.7 million (or 1.4%), respectively, resulting in operating income of $4.0
million and $13.5 million, respectively. The following table reflects the
changes in operating expenses by category:



                                       29
<PAGE>

<Table>
<Caption>

                                          THREE MONTHS ENDED               NINE MONTHS ENDED
                                          SEPTEMBER 30, 2002              SEPTEMBER 30, 2002
                                          INCREASE/(DECREASE)             INCREASE/(DECREASE)
                                      ----------------------------     ----------------------------
(IN THOUSANDS)                             $               %                 $                %
                                      ------------    ------------     ------------    ------------
<S>                                   <C>             <C>              <C>             <C>
Operating Expenses:
     Direct:
          Casino                      $      1,507             4.7%    $    (10,993)           (9.9%)
          Food and beverage                    317             8.1%             913             8.0%
          Retail, parking and other             94             6.9%            (214)           (4.8%)
     General and administrative              1,465             7.9%           4,569             7.8%
     Depreciation and amortization            (132)           (4.2%)            330             3.7%
     Provision for asset impairment             --             0.0%           2,689           100.0%
                                                      ------------     ------------    ------------
          Total operating expenses    $      3,251             5.5%    $     (2,706)           (1.4%)
                                      ============    ============     ============    ============
</Table>

         Payments to the Louisiana Gaming Control Board ("LGCB") were $15.1
million and $45.1 million for the three and nine months ended September 30,
2002, respectively, as compared to $13.5 million and $51.5 million for the same
periods in 2001. The overall $6.4 million decrease in payments during the nine
months ended September 30, 2002, was attributable to the decrease negotiated
with the State in connection with our 2001 plan of reorganization. The remaining
decrease in casino operating expenses for the nine months ended September 30,
2002 was primarily due to reduced costs of external complimentaries, lower labor
costs related to operational efficiencies achieved through improved staffing and
scheduling practices and reduced costs related to various broad-based marketing
programs and promotions. There was a $1.6 million increase in payments to the
LGCB for the three months ended September 30, 2002, as compared to the same
period for 2001, due to the change in the minimum annual amount from $50 million
in 2001 to $60 million in 2002. This increase more than offset the overall
decrease in other casino operating expenses discussed above, resulting in an
increase in total casino operating expenses for the quarter of $1.5 million.

         While food and beverage expenses increased in total year over year
primarily due to increased volume resulting from the larger crowds in 2002, they
have decreased as a percentage of food and beverage revenue due to increased
buffet pricing. Retail, parking and other expenses decreased in the first nine
months of 2002 due to lower cost of goods sold and lower labor costs related to
operational efficiencies achieved through improved staffing and scheduling
practices.

         General and administrative expenses increased for the three and nine
months ended September 30, 2002 as a result of increased management fees and
additional legal fees related to merger negotiations and the litigation
described in Part II, Item 1. These increases more than offset the decrease
resulting from negotiated price reductions related to various administrative
services provided by Harrah's Entertainment and a decrease in utility and
entertainment costs. Depreciation expense for the three months and the nine
months ended September 30 remained relatively constant year over year.

         PROVISION FOR ASSET IMPAIRMENT. On April 23, 2002, Fulton Development
entered into an agreement to sell the Fulton Street Property to a hotel
developer for $6.5 million. The agreement was subject to a ninety-day due
diligence period and was conditioned upon, among other things, the ability of
the purchaser to construct a hotel on the site. Fulton Development cancelled the
agreement on June 27, 2002 due to certain terms and conditions of the sale
agreement not being met. During the first quarter of 2002 in connection with
this conditional sale, we recorded a provision for asset impairment of $2.7
million to reduce the book value of the Fulton Street Property to its estimated
fair value less cost of sale.



                                       30
<PAGE>

         REORGANIZATION ITEMS. During the nine months ended September 30, 2001,
we incurred reorganization expenses of $101 million. These expenses include a
$90.3 million charge to reflect the write off of the unamortized balance of the
discount of the senior subordinated notes, which were cancelled as a result of
our plan of reorganization to record the amount of the allowed claim. The
remaining expenses consisted primarily of consulting and legal fees, and costs
associated with retention bonuses.

         OTHER INCOME (EXPENSE). For the three months ended September 30, 2002
and 2001, we incurred interest charges of $2.2 million and $2.6 million,
respectively. This decrease is the result of lower interest rates on our $124.5
million Senior Notes due 2008 (the "Senior Notes"). However, for the nine months
ended September 30, 2002, interest charges of $6.5 million exceeded interest
charges for the nine months ended September 30, 2001 of $6.2 million by
approximately $300,000. The reason for the year over year increase is that
during the first three months of 2001, we incurred interest for only five days
on our long term debt and other obligations as a result of our voluntary
bankruptcy petition. Subsequent to March 29, 2001, interest charges were
incurred related to our $35 million revolving credit facility and our $124.5
million Senior Notes.

         For the nine months ended September 30, 2002 and 2001, we generated
interest income of $397,000 and $403,000, respectively, attributable primarily
to overnight repurchase investments of balances in our operating and capital
reserve accounts, as well as short-term commercial paper investments made with
available funds during the nine months ended September 30, 2002.

         EXTRAORDINARY GAIN ON EARLY EXTINGUISHMENT OF DEBT. During the first
quarter of 2001, we recorded an extraordinary gain on the early extinguishment
of our debt of $213.4 million. This gain arises from the discharge of $317.0
million of outstanding principal and interest due to non-affiliates under our
senior subordinated notes with contingent payments due 2009, convertible junior
subordinated debentures and our bank term loans in exchange for new debt and
equity securities with a fair value of $103.6 million.

         PROVISION FOR INCOME TAXES. As a result of the bankruptcy
reorganization in 2001, JCC Holding Company and Subsidiaries recognized
cancellation of debt income ("CODI"). Under Internal Revenue Code Section 108,
the Company was required to reduce its tax attributes in an amount equal to the
CODI in 2002. The amount of the CODI was $441.9 million. The net operating loss
carryforwards, general business credits and tax basis of depreciable property
were reduced by $279.5 million, $0.8 million, and $161.6 million, respectively.
After the tax attribute reductions no net operating loss carryforwards or
general business credits remained. The net tax basis of the fixed assets was
$181.1 million. The valuation allowance decrease of $75.0 million primarily
relates to the reduction of the tax attributes for the CODI.

         The Company recorded income tax expense of $0.7 million in the three
months ended September 30, 2002. The Company also has net deferred tax assets of
$35.0 million as of September 30, 2002 that are offset by a valuation allowance
in an equal amount due to the uncertainty of future taxable income.



                                       31
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         REORGANIZATION OF OUR DEBT AND CAPITAL STRUCTURE. On January 4, 2001,
we filed a voluntary petition for Chapter 11 reorganization in the Bankruptcy
Court for the Eastern District of Louisiana in New Orleans. Our plan of
reorganization, which was approved by the Bankruptcy Court on March 19, 2001,
and was consummated on March 29, 2001, reflects the reorganization of our debt
and capital structure in conjunction with a reduction in our $100 million
minimum annual payment to the State of Louisiana, a reduction in rent and
certain other charges imposed by the City of New Orleans, relief from certain
additional financial obligations and relief from certain operating restrictions.
The timing of this filing was in part the result of our need to conclude our
reorganization process prior to March 31, 2001, to meet the obligations imposed
by our casino operating contract with the State of Louisiana and prevent closure
of the casino.

         Our confirmed plan of reorganization resulted in, among other things,
elimination of all of our common stock existing prior to March 29, 2001 and the
issuance of new equity and debt securities to certain creditors in exchange for
a reduction of our obligations to them. The casino remained open and continued
operations during the bankruptcy proceedings. No disruptions in employment or
operations were experienced.

         The following discussion of our performance should be read in
conjunction with and in light of our plan of reorganization which was
consummated on March 29, 2001.

         WORKING CAPITAL FOR OPERATIONS. During the nine months ended September
30, 2002, net cash flow provided by operations was $21.6 million compared to
$3.1 million for the nine months ended September 30, 2001. The improvement in
cash flow provided by operating activities as compared to the same period last
year is due to improved operating results coupled with the reduction in the
minimum annual payment to the Louisiana Gaming Control Board. During 2002, cash
from operations was used to fund capital expenditures totaling $3.0 million,
resulting in an increase in cash at September 30, 2002 of $18.6 million. As of
September 30, 2002, there were no outstanding borrowings under our $35 million
revolving line of credit.

         A number of our contractual agreements prior to our restructuring in
2001 contained provisions that allowed us to defer payment of certain operating
expenses to help minimize our use of funds prior to our reorganization. As of
March 29, 2001, we had deferred a total of $45.6 million of payments to our
manager, Harrah's Operating Company and Harrah's Entertainment under the terms
of the various agreements. Additionally, a total of $28.5 million in interest
payments related to our senior subordinated notes due 2009 with contingent
payments and our convertible junior subordinated debentures had been paid in
kind since October 1998. Under our credit agreement, $25.0 million was available
for working capital purposes under our revolving line of credit, which was also
used to partially cover operating losses.

         Under the HET/JCC agreement in effect prior to the bankruptcy, advances
by Harrah's Entertainment and Harrah's Operating Company under the minimum
payment guaranty constituted a demand obligation and were secured by first
priority liens on our assets. During various periods in 2000 and 2001, under the
terms of the minimum payment guaranty, HOCI began making the minimum daily
payments of approximately $274,000 due to the Louisiana Gaming Control Board
under our casino operating contract in order to provide us with necessary
working capital. As of March 29, 2001, Harrah's Entertainment and Harrah's
Operating Company had advanced $51.8 million to the Louisiana Gaming Control
Board on our behalf under the minimum payment guaranty. Interest accumulated on
these



                                       32
<PAGE>

advances in accordance with the terms of the agreement and as of March 29, 2001,
the outstanding balance was $53.8 million including principal and interest.

         In connection with our plan of reorganization, the claims of the
various debt holders including the claims of our senior noteholders, our bank
term loans and our revolving credit facility (including the amounts funded by
Harrah's Entertainment pursuant to its guarantee) were settled in exchange for
the Senior Notes issued by our subsidiary, Jazz Casino Company, L.L.C., with a
face amount of $124.5 million and approximately 12.4 million shares of our
common stock. Additionally, we entered into an agreement with Harrah's
Entertainment to provide us with a new $35 million revolving line of credit for
the purpose of providing working capital for the business. The unsecured claims
resulting from amounts owed to parties under the previous deferral arrangements
were also eliminated.

         Our Senior Notes provide for quarterly interest payments at a rate
equal to LIBOR plus 2.75% annually. According to the terms of the Indenture
governing them, during the first year commencing April 1, 2001, 50% of the
interest payments on the notes may be paid in kind at the borrower's option.
However, our new revolving credit agreement requires that we pay 50% of the
interest payments during the first year in kind. As of November 8, 2002, we have
paid $6.8 million in cash interest on these notes and paid $3.8 million in
interest in kind by issuing additional new term notes. Principal payments on
these notes are to be made semi-annually on November 15 and May 15 of each year
commencing November 2002. Until May 2005, the payments are calculated at 50% of
semi annual free cash flow, as defined in the Indenture governing our Senior
Notes. Commencing September 30, 2005, principal payments of $1.5 million per
quarter are due, with one final payment of all amounts due at March 31, 2008.
For the period April 1 through September 30, 2002, free cash flow (as calculated
per the Indenture) was $9.2 million. Accordingly, on November 15, 2002, we are
required to make a principal payment on these notes in the amount of $4.6
million, or 50% of the free cash flow.

         Our revolving credit agreement is provided by Harrah's Entertainment
and its affiliates and provides an available line of credit of up to $35
million, with a letter of credit sublimit of $10 million. Interest is payable at
LIBOR plus 3.00%. The facility matures on March 30, 2006, subject to extension
until March 30, 2007 at the borrower's option. The revolver will be used to fund
our operating needs that are not fulfilled by cash flows from operations of our
casino. As of November 8, 2002, there were no outstanding borrowings and
$700,000 in outstanding letters of credit issued under this revolving credit
facility.

         Once the proposed merger is completed, our debt will remain an
obligation of JCC Holding Company and its subsidiaries.

         In addition to the capital and debt changes to our structure outlined
above, some material reductions to our operating expense structure came about as
a result of the implementation of our plan of reorganization, as discussed
below.



                                       33
<PAGE>

         The gaming payments to the Louisiana Gaming Control Board required by
our casino operating contract were reduced to the greater of 21.5% of gross
gaming revenue or (i) $50 million in the first year ended March 31, 2002; or
(ii) $60 million each fiscal year thereafter. In addition, we must pay an
override on gross gaming revenues equal to (i) 1.5% of gross gaming revenues in
excess of $500 million, up to $700 million, (ii) 3.5% for gross gaming revenues
in excess of $700 million, up to $800 million, (iii) 5.5% for gross gaming
revenues in excess of $800 million, up to $900 million, and (iv) 7.5% for gross
gaming revenues in excess of $900 million. The casino operating contract
requires a rolling three year guaranty of this amount, with an initial four year
unconditional guaranty. In connection with our plan of reorganization, we
entered into the HET/JCC Agreement, pursuant to which Harrah's Entertainment has
agreed to provide the initial four year unconditional guaranty of the required
minimum payment to the State of Louisiana through March 31, 2005. Harrah's
Entertainment receives an annual fee from Jazz Casino in exchange for providing
this guaranty. The obligations under this guaranty are secured by, among other
things, a first lien on substantially all of our assets.

         Our Casino Operating contract requires us to find a guarantor by March
31, 2003 to provide the guaranty for the period April 1, 2005 through March 31,
2006. Failure to obtain this guaranty is a "termination event" leading to the
automatic termination of the casino operating contract. In addition, an
automatic termination of our Casino Operating contract is an event of default
under our ground lease with the City of New Orleans, the Indenture governing our
Senior Notes and our revolving credit facility. Harrah's Entertainment is under
no obligation to provide the additional guaranty under its current agreement.
However, on October 29, 2002 we received notification from Harrah's
Entertainment and Harrah's Operating Company of their election to renew the
guaranty for the period April 1, 2005 through March 31, 2006, pursuant to the
terms of the HET/JCC Agreement.

         In addition, as of the effective date of our reorganization, certain
restrictions previously imposed by the State of Louisiana through our casino
operating contract on food and restaurant facilities, service, lodging and the
sale of products not directly related to gaming operations have been modified to
be less restrictive.

         Additionally, in connection with our plan of reorganization, the City
of New Orleans agreed to reduce the payments and other impositions required in
connection with our ground lease with the City by $5 million per year. We worked
with the Special Development Projects Committee to develop a list of lease
modifications and other items that we could agree upon, and on January 17, 2002,
the City Council approved an ordinance and lease amendments that delineate these
changes as outlined below. Each item agreed upon either reduces payments
required under the amended ground lease, or lifts some operating restriction
that we believe will result in improved operating performance by providing cost
savings other than the lease payments or by providing additional revenue
opportunities. The following is a summary of the material items agreed upon:

         o        Jazz Casino was granted an annual credit of $2.1 million in
                  property tax reduction;

         o        A small lot on the corner of Fulton and Poydras Streets, which
                  was previously conveyed by Jazz Casino's predecessors to the
                  City of New Orleans, will be returned to Jazz Casino either in
                  fee title, if the law allows, or pursuant to a ninety-nine
                  year lease, independent of the amended ground lease;

         o        A lease amendment that commits the City to support, assist and
                  cooperate with the development of a hotel on the Fulton Street
                  Property;



                                       34
<PAGE>

         o        A City commitment to support, assist and cooperate with our
                  efforts to obtain approvals and permits for all future
                  development. The agreement places time limits on Rivergate
                  Development Corporation review and approval when such is
                  necessary for City permitting;

         o        Jazz Casino gained permission to own and operate two courtesy
                  cars and one courtesy bus;

         o        The language of the amended ground lease was conformed to
                  reflect the recent changes in Louisiana law with respect to
                  food services, hotel development and providing complimentary
                  services;

         o        A number of significant adjustments to the reporting, record
                  keeping and other administrative requirements of the Open
                  Access Plans and Program, designed to facilitate participation
                  by minorities, women and disadvantaged persons and business
                  enterprises in developing, constructing and operating the
                  casino, which will result in cost savings and reduction of
                  exposure for defaults under that plan;

         o        The City has agreed to a reduction in the number of parking
                  spaces required to be dedicated to casino use. As a result, up
                  to 275 spaces may be rented by Jazz Casino to third parties
                  under parking contracts, which will provide additional revenue
                  to us; and

         o        Mutual waivers of any defaults that any parties can allege up
                  to the effective date of the amendments and a requirement of
                  the dismissal of all legal proceedings filed by any parties as
                  a result of the $5 million reduction issue.

         On January 28, 2002, the Mayor of New Orleans signed the ordinance
effecting the above changes and on February 7, 2002, the lease amendment was
signed by all parties. The parking changes resulted from subsequent action by
the City Planning Commission and the City Council.

         Since emerging from bankruptcy we have continued to seek ways to
improve the financial performance of the casino to assist in making the company
financially stable over the long term. After extensive analysis and evaluation
concerning financial efficiencies, we have, among other things, reduced the
casino's work force by eliminating 148 positions on July 17, 2001. Our
agreements with the State preclude us from reducing our employment levels below
certain thresholds, which were calculated based on employment and compensation
levels at the casino during March 2001. In addition, our agreement with the City
creates certain obligations with respect to employment levels. There are no
pending City or State actions regarding our current employment levels.

         Notwithstanding the proposed merger, we currently expect payments on
our short-term obligations to be made from cash flows from operations. Barring
unforeseen extenuating circumstances that would materially and adversely affect
our financial condition, we should have sufficient liquidity to meet our
long-term obligations.

         EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION.
Earnings before interest, taxes, depreciation, and amortization ("EBITDA"), for
the three months ended September 30, 2002 was $7.2 million as compared to $3.9
million in the three months ended September 30, 2001. The improvement in EBITDA
is related primarily to increased revenues and improved operating results.



                                       35
<PAGE>

         EBITDA should not be construed as a substitute for operating income or
a better indicator of liquidity than cash flow from operating, investing and
financing activities, which are determined in accordance with accounting
principles generally accepted in the United States of America, and it is
included herein to provide additional information with respect to our ability to
meet our future debt service, capital expenditure and working capital
requirements. Although EBITDA is not necessarily a measure of our ability to
fund our cash needs, management believes that EBITDA is a useful tool for
measuring our ability to service our debt. Our definition of EBITDA may not be
the same as that of similarly captioned measures used by other companies.

         Under our amended management agreement, there are performance targets
that the manager must meet for each twelve-month period ended March 31,
beginning with the twelve months ended March 31, 2002. Under the terms of the
amended management agreement, failure to meet these targets, unless such failure
is the result of a force majeure as defined in the management agreement, could
result in termination of the agreement. The targets, which have been previously
established for the first three fiscal periods, are based on a calculation of
earnings before interest, income taxes, depreciation, amortization and
management fees, adjusted for certain corporate overhead costs, minimum payments
to the State and rent to the City ("Adjusted EBITDAM"). For the twelve months
ended March 31, 2003, the target Adjusted EBITDAM is 84% of $127.4 million, or
$107 million. Actual results for the six-month period ended September 30, 2002,
produced $70.0 million in Adjusted EBITDAM.

         CAPITAL EXPENDITURES. Pursuant to our amended and restated ground lease
with the Rivergate Development Corporation and City of New Orleans, our
management agreement with our manager and our casino operating contract, we
established a capital replacement fund to fund the capital expenditures
necessary to operate the casino. We were contractually required to fund monthly
payments into the capital replacement fund in an aggregate amount equal to $3
million for the first 12 months following the casino's opening, $4 million for
the second 12 months following the casino's opening, $5 million for the third 12
months following the casino's opening, and 2% of the gross revenues of the
casino for each fiscal year thereafter. As of September 30, 2002, we had
deposited $11.2 million into the interest-bearing capital reserve account and
expended approximately $7.7 million. Funds in this account are restricted for
uses in accordance with the terms of the ground lease.

         As a result of our plan of reorganization, we are now free to expand
our seated buffet facilities from 250 to 400 seats and develop a restaurant with
seating for 150 people. The buffet expansion project is currently in the design
phase. Final details, plans and budgets have not been completed, so we have not
yet determined how much capital will be required for this expansion or the
addition of the restaurant. We expect the buffet expansion to be completed in
2003. The funds for the balance of such expansion and development will need to
be obtained from cash flow from operations or external financing in the event
the Merger does not close.

         CAPITAL RESOURCES FOR DEVELOPMENT ACTIVITIES. In addition to the gaming
related entertainment offered at the casino, as funding and circumstances may
permit, we also plan to develop additional real estate in New Orleans for
entertainment uses that support the casino. The second floor of our casino was
constructed to the point at which the shell of the structure was complete when
the casino opened in October 1999. The casino's second floor was planned to
ultimately consist of approximately 130,000 square feet of multipurpose
non-gaming entertainment space.

         We have spent approximately $2.4 million through September 30, 2002
towards developing a master plan for the build out and leasing of the second
floor of the casino for non-gaming uses and for



                                       36
<PAGE>
 construction-related work that needed to take place on the second floor of the
casino prior to opening the casino in order to prevent disruption to the
casino's gaming operations. We presented a preliminary master plan governing the
use of the second floor of the casino to the City of New Orleans on February 22,
2000, and a revised plan on August 28, 2001. In the event the merger is not
consummated, we intend to further revise the master plan to include restaurant
facilities now that the restrictions against us providing such facilities have
been reduced as a result of our plan of reorganization. However, no development
plans for the second floor have been approved and construction has not
commenced.

         We also owned the parcel of land across from the casino located at 3
Canal Place, adjacent to the Canal Place Shopping Center. On October 15, 2001,
we closed on the sale of this property to CP3 Associates, LLC. The sale netted
approximately $6 million in cash, and we plan to use these funds for development
needs on the second floor, subject to any limitations imposed by our financing
documents.

         We also own the city block of historical buildings across the street
from the casino and its garages (the "Fulton Street Property.") On April 23,
2002, Fulton Development entered into an agreement to sell the Fulton Street
Property to a hotel developer for $6.5 million. The agreement was subject to a
ninety-day due diligence period and was conditioned upon, among other things,
the ability of the purchaser to construct a hotel on the site. On June 27, 2002,
Fulton Development cancelled the sale agreement due to certain terms and
conditions of the sale contract not being satisfied. During the first quarter of
2002, we recorded a provision for asset impairment of $2.7 million to reduce the
book value of the Fulton Street Property to its estimated net realizable value.
We plan to use the proceeds from any sale of this property for development needs
on the second floor, subject to any limitations imposed by our financing
documents.

         Funds from the sale of these two properties will not be sufficient to
complete development of the second floor. Restrictions contained in the
Indenture governing our Senior Notes limit our ability to use casino cash flow
for construction on the second floor or other non-casino properties. Therefore,
alternative financing will be required in order to complete the second floor.
Other than the proceeds from the sale of land, we have not obtained any funding
for these developments, and cannot assure that we will ever be able to do so.

         SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES. We prepare our
consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America. Certain of our accounting
policies, including the estimated lives assigned to our assets, the evaluation
of uncollectible accounts receivable, preconfirmation contingencies, self
insurance accruals, note discount, valuation allowance for deferred taxes, and
asset impairment require that we apply significant judgment in defining the
appropriate assumptions for calculating financial estimates. By their nature,
these judgments are subject to an inherent degree of uncertainty. Our judgments
are based on our historical experience, terms of existing contracts, our
observance of trends in the industry, information provided to us by our
customers and information available from other outside sources, as appropriate.
To provide an understanding of the methodology we apply, our significant
accounting policies are discussed where appropriate in this discussion and
analysis and in the notes to our consolidated financial statements in our Form
10-K for the fiscal year ended December 31, 2001.

         RECENTLY ISSUED PRONOUNCEMENTS. In April 2002, the FASB issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections," which eliminates the treatment of
an extinguishment of debt as extraordinary unless the extinguishment meets the
requirement of an extraordinary item outlined in APB 30, "Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions."
SFAS No. 145 also requires that capital leases that are modified so that the
resulting lease agreement is classified as an operating lease be accounted for
under



                                       37
<PAGE>

the sale-leaseback provisions of FASB Statement No. 98, "Accounting for Leases:
Sale-Leaseback Transactions Involving Real Estate; Sales-Type Leases of Real
Estate; Definition of the Lease Term; Initial Direct Costs of Direct Financing
Leases", or paragraphs 2 and 3 of FASB Statement No. 28, "Accounting for Sales
with Leasebacks, as applicable." Upon adoption, any gain or loss on
extinguishment of debt previously classified as extraordinary that does not meet
the requirements of APB 30 should be reclassified. SFAS 145 is effective for
fiscal years beginning after May 15, 2002. Management does not believe the
impact of any required changes on our financial statements will be material.

         In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to exit or disposal plan.
Statement No. 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. Management does not believe the impact of any
required changes on our financial statements will be material.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We do not engage in trading market risk sensitive instruments. We also
do not purchase, for investment, hedging or for purposes "other than trading,"
instruments that are likely to expose us to market risk, whether interest rate,
foreign currency exchange, commodity price or equity price risk, except as
discussed in the following paragraph. We have not entered into any forward or
futures contracts, purchased any options or entered into any swaps. We have no
foreign operations and currently do not deal in foreign currencies. Thus, we do
not believe that we have any material exposure to foreign currency exchange rate
risk.

         We have a significant amount of indebtedness, which accrues interest at
variable rates. As of September 30, 2002, the aggregate amount of our
outstanding indebtedness was $128.4 million. The interest rate of our variable
rate indebtedness will fluctuate with changes in the LIBOR rate applicable under
our credit facility. A change in LIBOR under our credit facility will affect the
interest rate at which indebtedness outstanding under the credit facility
accrues. As a result, a significant increase in LIBOR could materially and
adversely affect our financial position and results of operations. For example,
a 50 basis point movement in interest rates would result in an approximate
$642,000 annualized increase or decrease in interest expense based on the
outstanding balance of our variable rate indebtedness as of September 30, 2002.

ITEM 4. DISCLOSURE CONTROLS

         Our principal executive officer and principal accounting officer have
evaluated our disclosure controls and procedures within 90 days prior to the
date of filing of this Quarterly Report on Form 10-Q for the period ending
September 30, 2002. They believe that our current internal controls and
procedures are effective and designed to ensure that information required to be
disclosed by us in our periodic reports is recorded, processed, summarized and
reported, within the appropriate time periods specified by the SEC, and that
such information is accumulated and communicated to our principal executive
officer and principal accounting officer as appropriate to allow timely
decisions to be made regarding required disclosure. Subsequent to the date of
the evaluation, there were no significant corrective actions taken by us or
other changes made to these internal controls. Management does not believe there
were changes in other factors that could significantly affect these controls
subsequent to the date of the evaluation.




                                       38
<PAGE>




                           PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

         We are subject to legal proceedings and claims that arise in the normal
course of business. While we cannot predict the outcome of these matters with
certainty, we believe that the ultimate resolution of litigation will not have a
materially adverse effect on our business, financial condition or results of
operations.

         Following our reduction in the Casino's work force on July 17, 2001,
former employees of the Casino filed lawsuits against us in the Civil District
Court for the Parish of Orleans, State of Louisiana on August 3, 2001. The
Plaintiffs are seeking damages for being laid off prior to the expiration of the
term of alleged employment contracts between our employees and us. On October
29, 2002, the trial judge ruled that this matter could proceed as a class
action. We believe that we have strong legal and factual defenses, and intend to
vigorously contest the claims. No assurances can be given as to the outcome of
such lawsuits, and consequently, we cannot reasonably predict at this time
whether the final outcome of these matters will materially and adversely affect
our results of operations, cash flows, or financial condition.

         On March 15, 2002, Harrah's Entertainment, Inc. ("Harrah's
Entertainment") and Harrah's Operating Company, Inc. ("HOCI," collectively
"Harrah's") filed a complaint in the Court of Chancery of the State of Delaware
seeking declaratory and injunctive relief regarding the interpretation of the
Second Amended and Restated Certificate of Incorporation (the "Charter") and the
Third Amended and Restated Bylaws of the Company (the "Bylaws"). Although the
complaint sought an award of attorneys' fees and expenses, it did not seek
damages against the Company. The action sought to place Harrah's nominee, Dr.
Charles C. Teamer, on the ballot for election to the board of directors in
addition to Harrah's nominee, Mr. Philip Satre. Harrah's complaint, therefore,
sought a declaration that its nomination of two directors for election at the
2002 annual meeting was valid under the Charter and Bylaws, and injunctive
relief requiring the Company to recognize its nominations. On March 29, 2002,
the Company answered the complaint and filed a counterclaim for declaratory
relief seeking a declaration that the Company's Charter and Bylaws limited
Harrah's nomination right to one candidate for election to the board at the 2002
and 2003 annual meetings. Harrah's filed its reply to counterclaim on April 5,
2002. The parties engaged in expedited discovery. Trial was held on May 21 and
22, 2002. Following trial, on May 31, 2002, the Court of Chancery issued a
written opinion holding that the Charter and Bylaws should be construed in favor
of Harrah's and that Harrah's was entitled to nominate two directors for
election at the 2002 annual meeting. On June 10, 2002, the Court of Chancery
issued a final order and judgment from which the Company perfected an appeal to
the Delaware Supreme Court. The final order and judgment denied Harrah's
application for an award of attorneys' fees and expenses. Harrah's elected not
to pursue an appeal of the denial of its request for an award of attorneys' fees
and expenses, and the time for any such appeal has passed. On June 11, 2002, the
Company held its annual meeting of stockholders at which Dr. Teamer and Mr.
Satre were elected to the board of directors. The parties have fully briefed the
issues raised in the Company's appeal. At the parties' request, the Delaware
Supreme Court postponed oral argument to permit the parties to engage in
negotiations regarding the Merger. The parties believe that the closing of the
Merger will moot the issues on appeal and, accordingly, anticipate dismissing
the appeal in connection with the closing. In the unlikely event the Merger does
not close, JCC anticipates it would request the scheduling of oral argument and
for the Delaware Supreme Court to decide its appeal. Therefore, the ultimate
outcome of this litigation and its possible effect on the Company is presently
uncertain.



                                       39
<PAGE>

         On April 18, 2002, JCC Holding Company and Jazz Casino Company, L.L.C.
filed suit against Harrah's New Orleans Management Company, Harrah's Operating
Company, Harrah's Entertainment, Philip Satre, Bill Noble, and Anthony
Sanfilippo in Civil District Court for the Parish of Orleans, State of
Louisiana. Philip Satre is Chairman of the Board of Harrah's Entertainment,
Chairman of the Board and Chief Executive Officer of Harrah's New Orleans
Management Company, and was the Chief Executive Officer of Harrah's
Entertainment and a director on our board at the time the suit was filed. Bill
Noble was Senior Vice President and General Manager of HNOMC at the time the
suit was filed. Anthony Sanfilippo is President of Harrah's New Orleans
Management Company and President of the Central Division of Harrah's
Entertainment, and was a director on our board at the time the suit was filed.
Our suit alleges that the Harrah's entities failed to adhere to the terms and
provisions of the management agreement with respect to advertising, marketing
and promoting our Casino, and that the Harrah's entities diverted business from
our Casino, where Harrah's Entertainment then owned a 49% interest, to other
properties wholly owned by Harrah's Entertainment. We are seeking damages for
violation of the management agreement and certain tortious conduct, as well as
an injunction, as provided for under the management agreement, to prevent future
diversion of business. It is anticipated that this lawsuit will be dismissed
with prejudice upon the closing of the Merger. Therefore, the ultimate outcome
of this litigation and its possible effect on the company is uncertain.

         On April 22, 2002, Harrah's Entertainment and HOCI filed a derivative
action against Paul Debban, Preston Smart, Rudy Cerone, and Chris Lowden (the
"Individual Defendants"), as well as JCC Holding Company as a nominal defendant,
in the Court of Chancery of the State of Delaware In and For New Castle County.
Messrs. Debban, Smart, and Lowden are currently directors on our board and Mr.
Cerone was a director on our board at the time this suit was filed. All four
individuals are unaffiliated with Harrah's Entertainment. Mr. Debban is also
Chairman and President of JCC Holding Company. Mr. Smart is also Vice President
of JCC Holding Company. Mr. Lowden is, and Mr. Cerone was at the time the suit
was filed, a member of the compensation committee of our board of directors. The
allegations include breach of fiduciary duty and self-dealing in connection with
the compensation committee's deliberations and approval of the employment
agreements, which included stock option grants, for Mr. Debban and Mr. Smart.
The lawsuit seeks declaratory and injunctive relief in regard to the adoption
and implementation of the employment agreements. The Individual Defendants have
indicated for themselves and on behalf of JCC Holding Company denial of all the
allegations as baseless and intend to vigorously defend the lawsuit. The
Individual Defendants answered the complaint on June 11, 2002. No discovery has
been taken in this matter, which remains pending in the Court of Chancery. The
parties anticipate that this action will be dismissed in connection with the
closing of the Merger. The ultimate outcome of this litigation and its possible
impact on the Company is presently uncertain.

         On July 31, 2002, Michael Shapiro, who purports to be a stockholder of
the Company, filed a putative class action complaint (the "Shapiro Action") in
the Court of Chancery of the State of Delaware against Stephen H. Brammell, Gary
W. Loveman, Paul Debban, Charles Teamer, Sr., Christopher Lowden, Preston Smart,
Eddie N. Williams, JCC Holding Company, and Harrah's Entertainment, Inc. seeking
to enjoin the Merger and seeking damages against the defendants. Also on July
31, 2002, Nechuma Cohen, who purports to be a stockholder of the Company, filed
a putative class action complaint (the "Cohen Action") in the Court of Chancery
of the State of Delaware against the same defendants named in the Shapiro Action
seeking to enjoin the Merger and seeking damages against the defendants. On
August 1, 2002, Marc L. Bernstein, who purports to be a stockholder of the
Company, filed a putative class action complaint (the "Bernstein Action") in the
Court of Chancery of the State of Delaware against the same defendants named in
the Shapiro Action and Rudy J. Cerone (a former director of the Company),
seeking to enjoin the Merger and seeking damages against the defendants.


                                       40
<PAGE>

Each of the Shapiro Action, Cohen Action, and Bernstein Action attack the Merger
asserting allegations of domination and control by Harrah's Entertainment and
allege breaches of fiduciary duties to the corporation and its stockholders in
connection with the Merger. We believe that we have strong legal and factual
defenses against these claims, and intend to contest them vigorously. No
assurances can be given as to the outcome of such lawsuits, and consequently, we
cannot reasonably predict at this time whether the final outcome of these
matters will materially and adversely affect our results of operations, cash
flows, or financial condition.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5. OTHER INFORMATION

         None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.

<Table>
<S>                 <C>
      99.1*         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

      99.2*         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</Table>

* Filed herewith


         (b)      Reports on Form 8-K.

                  (1)      On July 31, 2002 we filed a Current Report on Form
                           8-K pursuant to Item 5. Other Events concerning our
                           press release dated July 31, 2002.






                                       41
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                      JCC HOLDING COMPANY


Date: November 14, 2002           By: /s/ Paul D. Debban
                                      ------------------------------------------

                                      Paul D. Debban, President
                                      (Duly Authorized Officer)



Date: November 14, 2002           By: /s/ L. Camille Fowler
                                      ------------------------------------------

                                      L. Camille Fowler, Vice President-Finance,
                                      Treasurer and Secretary
                                      (Principal Financial Officer and Principal
                                      Accounting Officer of the Registrant)








                                       42
<PAGE>



                                 CERTIFICATIONS

I, Paul D. Debban, certify that:

1. I have reviewed this quarterly report on Form 10-Q of JCC Holding Company.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

                                                     /s/ PAUL D. DEBBAN
                                                     ---------------------------
                                                     Paul D. Debban
                                                     President

                                       43
<PAGE>


I, L. Camille Fowler, certify that:

1. I have reviewed this quarterly report on Form 10-Q of JCC Holding Company.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: November 14, 2002                            /s/ L. CAMILLE FOWLER
     -------------------------                    ------------------------------
                                                  L. Camille Fowler
                                                  Vice President-Finance,
                                                  Treasurer and Secretary




                                       44
<PAGE>




                                  EXHIBIT INDEX

<Table>
<Caption>
     EXHIBIT
       NO.                               DESCRIPTION
     -------                             -----------

<S>               <C>
      99.1*       Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

      99.2*       Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</Table>



*  Filed herewith



                                       45