<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                          MARCH 31, 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
May 1, 2002 was 12,386,200.



<PAGE>


                      JCC HOLDING COMPANY AND SUBSIDIARIES
                                 MARCH 31, 2002

                                      INDEX

<Table>
<Caption>
                                                                               PAGE
                                                                              NUMBER
                                                                              ------
<S>                                                                          <C>

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING
   STATEMENTS                                                                    3

PART I    FINANCIAL INFORMATION                                                  4

          Item 1. Financial Statements                                           4

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

          Condensed Consolidated Statements of Operations for the
              Three Months Ended March 31, 2002 and 2001 (Unaudited)             5

          Condensed Consolidated Statements of Cash Flows for the
              Three Months Ended March 31, 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                               24

          Item 3. Quantitative and Qualitative Disclosures About Market Risk    32

PART II  OTHER INFORMATION                                                      34

          Item 1. Legal Proceedings                                             34

          Item 2. Changes in Securities and Use of Proceeds                     35

          Item 3. Defaults Upon Senior Securities                               35

          Item 4. Submission of Matters to a Vote of Security Holders           35

          Item 5. Other Information                                             35

          Item 6. Exhibits and Reports on Form 8-K                              36

SIGNATURES                                                                      37
</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 plans,
objectives, expectations and prospects, (2) 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 (3) 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 7.
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   our ability to achieve sufficient revenues under our Plan of
         Reorganization 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 compete successfully with riverboat gaming operations
         in our market area which are now permitted to remain dockside without
         the requirement of periodically traveling offshore; 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.



                                       3
<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


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

<Table>
<Caption>
                                                                               MARCH 31,     DECEMBER 31,
                                                                                 2002            2001
                                                                             ------------    ------------
<S>                                                                          <C>             <C>
                               ASSETS
Current Assets:
   Cash and cash equivalents (includes restricted
      cash of $4,618 and $3,253, respectively)                               $     56,053    $     41,702
   Accounts receivable, net of allowance for doubtful
      accounts of $4,855 and $4,022, respectively                                   2,849           3,414
   Inventories                                                                        578             639
   Prepaids and other assets                                                        5,602           2,162
   Property available for sale                                                      6,500              --
                                                                             ------------    ------------
         Total current assets                                                      71,582          47,917
                                                                             ------------    ------------
Property and Equipment:
   Buildings on leased land                                                       129,027         129,027
   Furniture, fixtures and equipment                                               29,191          28,406
   Property held for development                                                    1,519          10,708
   Leasehold improvements                                                             284             284
   Construction in progress                                                           601             309
                                                                             ------------    ------------
         Total                                                                    160,622         168,734
   Less - accumulated depreciation                                                (37,750)        (35,253)
                                                                             ------------    ------------
         Net property and equipment                                               122,872         133,481
                                                                             ------------    ------------
Other Assets:
   Deferred operating contract cost, net of accumulated
      amortization of $4,622 and $4,351, respectively                              24,183          24,454
   Lease prepayment, net of accumulated
      amortization of $1,150 and $1,082, respectively                               5,978           6,046
   Deferred charges and other, net of accumulated
      amortization of $2,521 and $2,320, respectively                              11,024          11,225
                                                                             ------------    ------------
         Total other assets                                                        41,185          41,725
                                                                             ------------    ------------

         Total Assets                                                        $    235,639    $    223,123
                                                                             ============    ============

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable - trade                                                  $      1,489    $      2,196
   Accrued interest                                                                 1,486              --
   Accrued expenses                                                                21,539          17,231
   Due to affiliates                                                                7,729           4,591
   Preconfirmation contingencies                                                      619             900
   Other                                                                            2,881           2,036
                                                                             ------------    ------------
         Total current liabilities                                                 35,743          26,954
                                                                             ------------    ------------

Long-term debt, net of discount (including debt to affiliates of $44,076
      and $43,824, respectively)                                                  106,284         105,676
Due to affiliates                                                                   2,050           2,050
Other long-term liabilities                                                           404             428

Commitments and Contingencies

Stockholders' Equity:
   Common Stock:
      Common Stock (40,000 shares authorized; 12,386 shares
         issued and outstanding; par value $.01 per share)                            124             124
   Additional paid-in capital                                                     413,395         413,150
   Accumulated deficit                                                           (322,361)       (325,259)
                                                                             ------------    ------------
         Total stockholders' equity                                                91,158          88,015
                                                                             ------------    ------------
         Total Liabilities and Stockholders' Equity                          $    235,639    $    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 MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<Table>
<Caption>
                                                                        (DEBTORS-IN-
                                                                         POSSESSION)
                                                            2002            2001
                                                        ------------    ------------
<S>                                                     <C>             <C>

Revenues:
   Casino                                               $     70,252    $     61,360
   Food and beverage                                           6,180           5,263
   Retail, parking and other                                   3,038           2,753
   Less - casino promotional allowances                       (8,824)        (10,365)
                                                        ------------    ------------
      Total net revenues                                      70,646          59,011
                                                        ------------    ------------

Operating Expenses:
   Direct:
      Casino                                                  34,244          47,770
      Food and beverage                                        4,051           3,763
      Retail, parking and other                                1,508           1,720
   General and administrative                                 20,185          20,823
   Depreciation and amortization                               3,043           2,531
   Provision for asset impairment                              2,689              --
                                                        ------------    ------------
      Total operating expenses                                65,720          76,607
                                                        ------------    ------------

Operating Income (Loss)                                        4,926         (17,596)
                                                        ------------    ------------

Reorganization Expenses                                           --        (100,429)

Other Income (Expense):
   Interest expense, net of capitalized interest              (2,120)           (621)
   Interest and other income                                      92             191
                                                        ------------    ------------
      Total other income (expense)                            (2,028)           (430)
                                                        ------------    ------------

Income (Loss) Before Extraordinary Item                        2,898        (118,455)

Extraordinary Gain on Early Extinguishment of Debt                --         213,448
                                                        ------------    ------------
Net Income                                              $      2,898    $     94,993
                                                        ============    ============

Per Share Data:
   Income (Loss) Before Extraordinary Item              $       0.23    $      (9.56)

   Extraordinary Gain on Early Extinguishment of Debt             --           17.23

                                                        ------------    ------------
   Basic Net Income                                     $       0.23    $       7.67
                                                        ============    ============

   Weighted Average Shares Outstanding                    12,386,200      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 THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                           (DEBTORS-IN-
                                                                                            POSSESSION)
                                                                               2002            2001
                                                                           ------------    ------------
<S>                                                                        <C>             <C>

Cash Flows From Operating Activities:
   Net income                                                              $      2,898    $     94,993
   Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
      Depreciation and amortization                                               3,043           2,531
      Amortization of note discount                                                 608          90,365
      Deferred rent                                                                 (24)            284
      Provision for bad debts                                                     1,003             640
      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                                                       (438)          1,420
         Inventories                                                                 61              81
         Prepaids and other assets                                               (3,440)         (1,415)
         Accounts payable - trade                                                  (707)            891
         Accrued interest                                                         1,486              52
         Accrued expenses                                                         4,308           4,935
         Preconfirmation contingencies                                             (281)            (21)
         Due to affiliates                                                        3,138           8,143
         Other current liabilities                                                  845              61
      Payment of liabilities subject to compromise due to
        reorganization activities:
         Reorganization costs, excluding amortization of note
           discount of $90,314 in 2001                                               --          10,115
         Payment of reorganization costs                                             --          (6,044)
                                                                           ------------    ------------
            Net cash flows provided by (used in) operating activities            15,434          (6,417)
                                                                           ------------    ------------

Cash Flows From Investing Activities:
   Capital expenditures                                                          (1,083)           (198)
   Change in deferred charges and other assets                                       --            (126)
                                                                           ------------    ------------
            Net cash flows used in investing activities                          (1,083)           (324)
                                                                           ------------    ------------

Cash Flows From Financing Activities:
   Net short-term borrowings - affiliate                                             --           8,000
   Net proceeds from notes payable - affiliate                                       --           5,745
                                                                           ------------    ------------
            Net cash flows provided by financing activities                          --          13,745
                                                                           ------------    ------------

Net increase in cash and cash equivalents                                        14,351           7,004

Cash and cash equivalents, beginning of period                                   41,702          26,626
                                                                           ------------    ------------
Cash and cash equivalents, end of period                                   $     56,053    $     33,630
                                                                           ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the period for:
      Interest                                                             $         --    $        147
</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 Corporation, 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. In addition, we have entered into an
agreement to sell the city block of historical buildings across the street from
the Casino and its garages (the "Fulton Street Property"). We plan to use the
proceeds from these two sales 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 substantial portion of the three-month period ended March 31,
2001, we were debtors-in-possession.


                                       7
<PAGE>


         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 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 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") have provided a new 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 a new agreement among Harrah's Entertainment and Harrah's
Operating Company and our subsidiary Jazz Casino (the "new HET/JCC Agreement")
(see Note 4).

         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 that we currently pay or incur at least annually under the ground
lease with the City of New Orleans and the Rivergate Development Corporation or
as a result of obligations imposed or created by the ground lease, whether to
the City, the Rivergate Development Corporation or others. This reduction was to
have occurred within 120 days from March 15, 2001, but was extended by 30 days.
Over the following months we worked with the


                                       8
<PAGE>


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 granted an annual credit of $2.1 million in property
               tax reduction toward the total reduction, including the property
               tax reduction achieved in 2001;

          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
               program and plans, 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 will agree to a reduction in the number of parking
               spaces required to be dedicated to Casino use provided we
               demonstrate that they are not needed to meet Casino use. As a
               result, any spaces freed up by the reduction, up to 700 spaces,
               may be rented by Jazz Casino to third parties under week-day
               parking contracts, which would 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.


                                       9
<PAGE>


         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.

         In addition, 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 3). 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 have been paid, in cash, the full amount of their claims.

         We have up to $35 million available for working capital purposes under
a new revolving line of credit provided by Harrah's Entertainment (see Note 2).

         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 4).

         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 is subject to a ninety-day due
diligence period and is conditioned upon, among other things, the ability of the
purchaser to construct a hotel on the site. The agreement calls for the
negotiation of certain cooperative efforts between Jazz Casino and the
developer, which will likely require Jazz Casino to make certain financial
commitments to the developer regarding hotel rooms for Casino patrons and
parking and employees for the hotel. 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 net realizable value.

         REORGANIZATION ITEMS. During the three months ended March 31, 2001, we
incurred reorganization expenses of $100.4 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. We account for net income (loss) per share
under the provisions of SFAS No. 128, "Earnings Per Share." This standard
requires dual presentation of net income per common share and net income per
share assuming dilution on the face of the statement of operations. Basic net
income per common share is computed by dividing the net income attributable to
common


                                       10
<PAGE>


stockholders by the weighted average number of shares outstanding during the
period. There were no potentially dilutive securities outstanding at March 31,
2002.

         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 a strike 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. In addition, pursuant to an annual minimum level
of compensation clause in these employment agreements, we also recorded
additional compensation expense of $268,696.

         RECENTLY ISSUED PRONOUNCEMENTS: The Financial Accounting Standards
Board has recently issued Statement of Financial Accounting Standards ("SFAS")
No. 141 "Business Combinations", SFAS No. 142 "Goodwill and Other Intangible
Assets", SFAS No. 143, "Accounting for Asset Retirement Obligations", and SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." These
statements were issued in June and August 2001. SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001 and that the use of the pooling-of-interests method is no
longer allowed. SFAS No. 142 requires that upon adoption, amortization of
goodwill will cease and instead, the carrying value of goodwill will be
evaluated for impairment on an annual basis. Identifiable intangible assets will
continue to be amortized over their useful lives and reviewed for impairment in
accordance with SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001. SFAS No. 143 establishes
accounting standards for the recognition and measurement of an asset retirement
obligation and its associated asset retirement cost. It also provides accounting
guidance for legal obligations associated with the retirement of tangible
long-lived assets. SFAS No. 143 is effective in fiscal years beginning after
June 15, 2002, with early adoption permitted. SFAS No. 144 establishes a single
accounting model for the impairment or disposal of long-lived assets, including
discontinued operations. SFAS No. 144 superseded SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
and APB Opinion No. 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." The provisions of SFAS No. 144
are effective in fiscal years beginning after December 15, 2001, with early
adoption permitted, and in general are to be applied prospectively. We adopted
these standards effective January 1, 2002, which resulted in no significant
impact on our financial statements.

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


                                       11
<PAGE>


NOTE 2. SHORT-TERM BORROWINGS

         Our new 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 State of Louisiana). 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 4). 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 May 10, 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 3. 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. 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 May 10, 2002, we have paid $4.2 million in cash interest and
paid $3.9 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. 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). 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.

NOTE 4. 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 minority ownership interest in
us and noncontrolling 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.


                                       12
<PAGE>


         On the effective date, 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, which
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 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 ended March 31, 2003, and 83% of the
specified target Adjusted EBITDAM for the twelve months ended 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, the target Adjusted EBITDAM is 85% of $115.2 million, or $97.9 million.
Actual results for that twelve month period produced $116.2 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


                                       13
<PAGE>


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 an
annual guaranty fee in the amount of two percent of the average amount at risk
for such year under the minimum payment guaranty. The guaranty fees of $4.1
million for the period through March 31, 2002 shall be deferred and become
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 May 10, 2002, $1 million had been
paid to Harrah's Entertainment toward the guaranty fee for the year ended March
31, 2002. 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 2) 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 State of Louisiana).

         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 1st of each year there
must be in place 36 months of third party guaranteed payments to the Louisiana
Gaming Control Board (see Note 6). Under the HET/JCC Agreement, neither Harrah's
Entertainment nor Harrah's Operating Company is obligated to provide guaranties
of the payments due the Louisiana Gaming Control Board beyond March 31, 2005,
the expiration of the initial four year guaranty.

NOTE 5. INCOME TAXES

         We have available net operating loss carryforwards as of December 31,
2001, totaling approximately $255 million that begin to expire in 2018. In
connection with our reorganization upon emergence from bankruptcy, we realized a
gain from the extinguishment of certain indebtedness. This gain will not be
taxable since the gain results from reorganization under the Bankruptcy Code.
However, we are required, as of the beginning of our 2002 taxable year, to
reduce net operating loss ("NOL") carryforwards or our depreciable asset basis,
in an amount equal to such gain on extinguishment. In addition, NOL
carryforwards, which are not reduced, may be subject to certain limitations or
further reductions under Internal Revenue Code Section 382.


                                       14
<PAGE>


NOTE 6. 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.

         In addition, as of the effective date of our reorganization, certain
restrictions previously imposed 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.

         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.

         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. 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 and Harrah's Operating
Company, Inc. filed suit against JCC Holding Company in the Court of Chancery of
the State of Delaware In and For New Castle


                                       15
<PAGE>


County. Harrah's Entertainment is a 49% shareholder in JCC Holding through its
wholly owned subsidiary Harrah's Operating Company, Inc. This action seeks to
place Harrah's Entertainment's nominee, Dr. Charles C. Teamer, on the ballot for
election to the board of directors and in the related proxy statement filed by
JCC Holding on March 15, 2002, in addition to the HET directors' nominee Mr.
Philip Satre. The Harrah's entities are seeking declaratory, injunctive and
other equitable relief on the propriety of Dr. Teamer's nomination for election
to the board of directors. On April 16, 2002, we signed an agreed Stipulation
and Order reflecting the agreement of JCC Holding and the Harrah's entities
regarding certain matters, pending resolution of the action. Under the agreed
Stipulation and Order, JCC Holding agreed to adjourn its annual meeting
scheduled to take place on April 25, 2002 in New Orleans until May 24, 2002, and
also agreed to adjourn the May 24, 2002 meeting until June 4, 2002. In addition,
we agreed to provide notice to Harrah's Entertainment prior to taking certain
actions other than in the ordinary course of business. The Stipulation and
Order, however, does not change the record date of March 8, 2002 for the annual
meeting. We disagree with the allegations set forth in the petition based upon
the relevant provisions of our charter and bylaws and are vigorously defending
the lawsuit. However, the ultimate outcome is presently uncertain. A trial on
the action is set in the Court of Chancery for May 21, 2002.

         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 and Chief Executive Officer of
Harrah's Entertainment, Chairman of the Board and Chief Executive Officer of
Harrah's New Orleans Management Company, as well as a director on our board.
Anthony Sanfilippo is President of Harrah's New Orleans Management Company and
President of the Central Division of Harrah's Entertainment, as well as a
director on our board. 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 owns only 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. The ultimate outcome of this
litigation and its possible impact on us is presently uncertain.

         On April 22, 2002, Harrah's Entertainment and Harrah's Operating
Company filed a derivative action against Paul Debban, Preston Smart, Rudy
Cerone, and Chris Lowden, 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.
All four individuals are directors on our board who 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 and
Mr. Cerone are also members 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 four non-Harrah's
Entertainment directors 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 ultimate outcome of this litigation and its
possible impact on us is presently uncertain.


                                       16
<PAGE>


NOTE 7. SALE OF 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
is subject to a ninety-day due diligence period and is conditioned upon, among
other things, the ability of the purchaser to construct a hotel on the site. The
agreement calls for the negotiation of certain cooperative efforts between Jazz
Casino and the developer, which will likely require Jazz Casino to make certain
financial commitments to the developer regarding hotel rooms for Casino patrons
and parking and employees for the hotel. 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 net realizable value.

NOTE 8. 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 March 31, 2002 and December 31, 2001, and for the three months ended March
31, 2002 and 2001:




                                       17
<PAGE>


                      JCC HOLDING COMPANY AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEETS
                                 MARCH 31, 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                             $    50,333    $        13    $     5,707    $        --    $    56,053
   Accounts receivable, net of allowance for
     doubtful accounts                                         2,846             --              3             --          2,849
   Intercompany receivables                                    2,377             --             --         (2,377)            --
   Inventories                                                   578             --             --             --            578
   Prepaids and other assets                                   5,506             --             96             --          5,602
   Property available for sale                                    --             --          6,500             --          6,500
                                                         -----------    -----------    -----------    -----------    -----------
            Total current assets                              61,640             13         12,306         (2,377)        71,582
                                                         -----------    -----------    -----------    -----------    -----------

Property and Equipment:
   Buildings on leased land                                  129,027             --             --             --        129,027
   Furniture, fixtures and equipment                          29,191             --             --             --         29,191
   Property held for development                                  --             --          1,519             --          1,519
   Leasehold improvements                                        284             --             --             --            284
   Construction in progress                                      162             --            439             --            601
                                                         -----------    -----------    -----------    -----------    -----------
            Total                                            158,664             --          1,958             --        160,622
   Less - accumulated depreciation                           (37,750)            --             --             --        (37,750)
                                                         -----------    -----------    -----------    -----------    -----------
            Net property and equipment                       120,914             --          1,958             --        122,872
                                                         -----------    -----------    -----------    -----------    -----------

Other Assets:
   Deferred operating contract cost, net of
     accumulated amortization                                 24,183             --             --             --         24,183
   Lease prepayment, net of accumulated amortization           5,978             --             --             --          5,978
   Deferred charges and other, net of accumulated             10,996             --             28             --         11,024
   amortization
   Investment in Subsidiaries                                     --         91,942             --        (91,942)            --
                                                         -----------    -----------    -----------    -----------    -----------
            Total other assets                                41,157         91,942             28        (91,942)        41,185
                                                         -----------    -----------    -----------    -----------    -----------

                         TOTAL ASSETS                    $   223,711    $    91,955    $    14,292    $   (94,319)   $   235,639
                                                         ===========    ===========    ===========    ===========    ===========

           LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable - trade                              $     1,489    $        --    $        --    $        --    $     1,489
   Accrued interest                                            1,486             --             --             --          1,486
   Accrued expenses                                           21,700           (161)            --             --         21,539
   Due to affiliates                                           7,729             --             --             --          7,729
   Intercompany payables                                          --            958          1,419         (2,377)            --
   Preconfirmation contingencies                                 619             --             --             --            619
   Other                                                       2,881             --             --             --          2,881
                                                         -----------    -----------    -----------    -----------    -----------
            Total current liabilities                         35,904            797          1,419         (2,377)        35,743
                                                         -----------    -----------    -----------    -----------    -----------

Long-term debt, net of discount                              106,284             --             --             --        106,284
Due to affiliates                                              2,050             --             --             --          2,050
Other long-term liabilities                                      404             --             --             --            404

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        413,395         14,866       (413,014)       413,395
   Member capital                                                  1             --             --             (1)            --
   Retained earnings (accumulated deficit)                  (319,080)      (322,361)        (1,993)       321,073       (322,361)
                                                         -----------    -----------    -----------    -----------    -----------
            Total stockholders' equity                        79,069         91,158         12,873        (91,942)        91,158
                                                         -----------    -----------    -----------    -----------    -----------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $   223,711    $    91,955    $    14,292    $   (94,319)   $   235,639
                                                         ===========    ===========    ===========    ===========    ===========
</Table>



                                       18
<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                   3,414              --              --             --           3,414
   doubtful accounts
   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                         11,196              --              29             --          11,225
     accumulated amortization
   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>


                                       19

<PAGE>


                      JCC HOLDING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 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                                 $     70,252    $         --    $         --    $         --    $     70,252
             Food and beverage                             6,180              --              --              --           6,180
             Retail, parking and other                     3,038              --              --              --           3,038
             Less - casino promotional allowances         (8,824)             --              --              --          (8,824)
                                                    ------------    ------------    ------------    ------------    ------------
                  Total net revenues                      70,646              --              --              --          70,646
                                                    ------------    ------------    ------------    ------------    ------------

Operating Expenses:
             Direct:
                  Casino                                  34,244              --              --              --          34,244
                  Food and beverage                        4,051              --              --              --           4,051
                  Retail, parking and other                1,508              --              --              --           1,508
             General and administrative                   20,047             104              34              --          20,185
             Depreciation and amortization                 3,042              --               1              --           3,043
             Provision for asset impairment                   --              --           2,689              --           2,689
             Equity in Subsidiaries' income                   --          (3,002)             --           3,002              --
                                                    ------------    ------------    ------------    ------------    ------------
                  Total operating expenses                62,892          (2,898)          2,724           3,002          65,720
                                                    ------------    ------------    ------------    ------------    ------------

Operating Income (Loss)                                    7,754           2,898          (2,724)         (3,002)          4,926
                                                    ------------    ------------    ------------    ------------    ------------

Other Income (Expenses):
             Interest expense                             (2,120)             --              --              --          (2,120)
             Interest and other income                        69              --              23              --              92
                                                    ------------    ------------    ------------    ------------    ------------
                  Total other income (expenses)           (2,051)             --              23              --          (2,028)
                                                    ------------    ------------    ------------    ------------    ------------
Net Income (Loss)                                   $      5,703    $      2,898    $     (2,701)   $     (3,002)   $      2,898
                                                    ============    ============    ============    ============    ============
</Table>


                                       20
<PAGE>


          JCC HOLDING COMPANY AND SUBSIDIARIES (DEBTORS-IN-POSSESSION)
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 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                                            $     61,360    $         --    $         --    $         --    $     61,360
   Food and beverage                                        5,263              --              --              --           5,263
   Retail, parking and other                                2,751              --               2              --           2,753
   Less - casino promotional allowances                   (10,365)             --              --              --         (10,365)
                                                     ------------    ------------    ------------    ------------    ------------
         Total net revenues                                59,009              --               2              --          59,011
                                                     ------------    ------------    ------------    ------------    ------------

Operating Expenses:
   Direct:
         Casino                                            47,770              --              --              --          47,770
         Food and beverage                                  3,763              --              --              --           3,763
         Retail, parking and other                          1,720              --              --              --           1,720
   General and administrative                              20,721              50              52              --          20,823
   Depreciation and amortization                            2,530              --               1              --           2,531
   Equity in Subsidiaries' income                              --         (95,043)             --          95,043              --
                                                     ------------    ------------    ------------    ------------    ------------
         Total operating expenses                          76,504         (94,993)             53          95,043          76,607
                                                     ------------    ------------    ------------    ------------    ------------

Operating Income (Loss)                                   (17,495)         94,993             (51)        (95,043)        (17,596)
                                                     ------------    ------------    ------------    ------------    ------------

Reorganization Expenses                                  (100,429)             --              --              --        (100,429)

Other Income (Expenses):
   Interest expense, net of capitalized interest             (621)             --              --              --            (621)
   Interest and other income                                  191              --              --              --             191
                                                     ------------    ------------    ------------    ------------    ------------
         Total other income (expenses)                       (430)             --              --              --            (430)
                                                     ------------    ------------    ------------    ------------    ------------

Income (Loss) Before Extraordinary Item:                 (118,354)         94,993             (51)        (95,043)       (118,455)

Extraordinary Gain on Early Extinguishment of Debt        213,448              --              --              --         213,448
                                                     ------------    ------------    ------------    ------------    ------------
Net Income (Loss)                                    $     95,094    $     94,993    $        (51)   $    (95,043)   $     94,993
                                                     ============    ============    ============    ============    ============
</Table>


                                       21

<PAGE>




                      JCC HOLDING COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE THREE MONTHS ENDED MARCH 31, 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)                                   $      5,703    $      2,898    $     (2,701)   $     (3,002)   $      2,898
   Adjustments to reconcile net income (loss) to net
     cash provided by operating activities:
      Depreciation and amortization                           3,042              --               1              --           3,043
      Amortization of note discount                             608              --              --              --             608
      Deferred rent                                             (24)             --              --              --             (24)
      Provision for bad debts                                 1,003              --              --              --           1,003
      Provision for asset impairment                             --              --           2,689              --           2,689
      Amortization of unearned compensation                      --             245              --              --             245
      Equity in Subsidiary income                                --          (3,002)             --           3,002              --
      Changes in operating assets and liabilities:
         Accounts receivable                                   (435)             --              (3)             --            (438)
         Inventories                                             61              --              --              --              61
         Prepaids and other assets                           (3,344)             --             (96)             --          (3,440)
         Intercompany receivable/payable                       (405)             49             356              --              --
         Accounts payable - trade                              (707)             --              --              --            (707)
         Accrued interest                                     1,486              --              --              --           1,486
         Accrued expenses                                     4,498            (190)             --              --           4,308
         Preconfirmation contingencies                         (281)             --              --              --            (281)
         Due to affiliates                                    3,138              --              --              --           3,138
         Other current liabilities                              845              --              --              --             845
                                                       ------------    ------------    ------------    ------------    ------------
            Net cash flows provided by operating
              activities                                     15,188              --             246              --          15,434
                                                       ------------    ------------    ------------    ------------    ------------

Cash Flows From Investing Activities:
   Capital expenditures                                        (871)             --            (212)             --          (1,083)
                                                       ------------    ------------    ------------    ------------    ------------
            Net cash flows used in investing
              activities                                       (871)             --            (212)             --          (1,083)
                                                       ------------    ------------    ------------    ------------    ------------

Cash Flows From Financing Activities                             --              --              --              --              --
                                                       ------------    ------------    ------------    ------------    ------------

Net increase in cash and cash equivalents                    14,317              --              34              --          14,351

Cash and cash equivalents, beginning of period               36,016              13           5,673              --          41,702
                                                       ------------    ------------    ------------    ------------    ------------
Cash and cash equivalents, end of period               $     50,333    $         13    $      5,707    $         --    $     56,053
                                                       ============    ============    ============    ============    ============
</Table>


                                       22

<PAGE>


          JCC HOLDING COMPANY AND SUBSIDIARIES (DEBTORS-IN-POSSESSION)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 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)                                       $     95,094   $     94,993   $        (51)  $    (95,043)  $     94,993
   Adjustments to reconcile net income (loss) to net
       cash provided by (used in) operating activities:
       Depreciation and amortization                              2,530             --              1             --          2,531
       Amortization of note discount                             90,365             --             --             --         90,365
       Deferred rent                                                284             --             --             --            284
       Provision for bad debts                                      640             --             --             --            640
       Extraordinary gain on early extinguishment of debt      (213,448)            --             --             --       (213,448)
       Equity in Subsidiary income                                   --        (95,043)            --         95,043             --
       Changes in operating assets and liabilities:
          Accounts receivable                                     1,419             --              1             --          1,420
          Inventories                                                81             --             --             --             81
          Prepaids and other assets                              (1,260)            --           (155)            --         (1,415)
          Intercompany receivable/payable                          (237)            30            207             --             --
          Accounts payable - trade                                  891             --             --             --            891
          Accrued interest                                           52             --             --             --             52
          Accrued expenses                                        4,915             20             --             --          4,935
          Preconfirmation contingencies                             (21)            --             --             --            (21)
          Due to affiliates                                       8,143             --             --             --          8,143
          Other current liabilities                                  61             --             --             --             61
       Payment of liabilities subject to compromise due
         to reorganization activities:
          Reorganization costs, excluding amortization
            of note discount of $90,314                          10,115             --             --             --         10,115
          Payment of reorganization costs                        (6,044)            --             --             --         (6,044)
                                                           ------------   ------------   ------------   ------------   ------------
             Net cash flows provided by (used in)
               operating activities                              (6,420)            --              3             --         (6,417)
                                                           ------------   ------------   ------------   ------------   ------------

Cash Flows From Investing Activities:
   Capital expenditures                                            (198)            --             --             --           (198)
   Change in deferred charges and other assets                     (126)            --             --             --           (126)
                                                           ------------   ------------   ------------   ------------   ------------
             Net cash flows used in investing activities           (324)            --             --             --           (324)
                                                           ------------   ------------   ------------   ------------   ------------

Cash Flows From Financing Activities:
   Net borrowings of short-term borrowings - affiliate            8,000             --             --             --          8,000
   Net proceeds of notes payable - affiliate                      5,745             --             --             --          5,745
                                                           ------------   ------------   ------------   ------------   ------------
             Net cash flows provided by financing
               activities                                        13,745             --             --             --         13,745
                                                           ------------   ------------   ------------   ------------   ------------

Net increase in cash and cash equivalents                         7,001             --              3             --          7,004

Cash and cash equivalents, beginning of period                   26,602             14             10             --         26,626

                                                           ------------   ------------   ------------   ------------   ------------
Cash and cash equivalents, end of period                   $     33,603   $         14   $         13   $         --   $     33,630
                                                           ============   ============   ============   ============   ============
</Table>


                                       23
<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 months ended
March 31, 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. 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.

RESULTS OF OPERATIONS

         TOTAL NET REVENUES. For the three months ended March 31, 2002, net
revenues increased $11.6 million (or 19.7%) compared to the same period in the
previous year. The following table reflects the changes in revenues by category:



                                       24
<PAGE>


<Table>
<Caption>
                                                FIRST QUARTER           PERCENTAGE
                                        ----------------------------     INCREASE/
(IN THOUSANDS)                              2002            2001         DECREASE
                                        -------------   ------------    ----------
<S>                                      <C>            <C>            <C>

Revenues:
   Casino                                $     70,252   $     61,360       14.5%
   Food and beverage                            6,180          5,263       17.4%
   Retail, parking and other                    3,038          2,753       10.4%
   Less - casino promotional allowances        (8,824)       (10,365)     (14.9)%
                                         ------------   ------------
      Total Net Revenues                 $     70,646   $     59,011       19.7%
                                         ============   ============
</Table>


         During the three months ended March 31, 2002, casino revenue increased
due to higher traffic volume this year than last year. The increased traffic was
primarily the result of Super Bowl fans, coupled with larger crowds this year
for Sugar Bowl and Mardi Gras. All three events attracted tourists to New
Orleans during the first quarter of 2002.

         Food and beverage revenue increased during the three months ended March
31, 2002 primarily due to increased customer traffic as well as increased
special event buffet prices. Retail, parking, and other revenue also increased
during the three months ended March 31, 2002 as a result of higher parking
volumes, increased special event parking prices and a change in our
complimentary parking policies, which was effective March 1, 2002.

         OPERATING EXPENSES. For the three months ended March 31, 2002,
operating expenses decreased by $10.9 million (or 14.2%), resulting in operating
income of $4.9 million for the quarter. The following table reflects the changes
in operating expenses by category:

<Table>
<Caption>
                                             FIRST QUARTER         PERCENTAGE
                                      --------------------------   INCREASE/
(IN THOUSANDS)                            2002          2001       DECREASE
                                      ------------  ------------   ----------
<S>                                   <C>           <C>            <C>

Operating Expenses:
   Direct:
      Casino                          $     34,244  $     47,770     (28.3)%
      Food and beverage                      4,051         3,763       7.7%
      Retail, parking and other              1,508         1,720     (12.3)%
   General and administrative               20,185        20,823      (3.1)%
   Depreciation and amortization             3,043         2,531      20.2%
   Provision for asset impairment            2,689            --     100.0%
                                      ------------  ------------
      Total operating expenses        $     65,720  $     76,607     (14.2)%
                                      ============  ============
</Table>

         Casino operating expenses decreased primarily due to the change in our
payments to the Louisiana Gaming Control Board, which became effective on April
1, 2001. These payments are currently 21.5% of gaming revenue and were $9.6
million less for the quarter ended March 31, 2002, than for the same period last
year. For a discussion of the reduction in our annual minimum payments, refer to
Note 1 to the condensed consolidated financial statements. The remaining
decrease in casino operating expenses was primarily due to reduced costs of
external complimentaries, lower labor costs



                                       25
<PAGE>


related to operational efficiencies achieved through improved staffing and
scheduling practices and reduced costs related to various broad-based marketing
programs and promotions.

         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 due to operating
efficiencies achieved in the employee cafeteria.

         General and administrative expenses decreased for the three months
ended March 31, 2002 primarily due to negotiated price reductions related to
various administrative services provided by Harrah's Entertainment as well as a
decrease in utility and entertainment costs. Depreciation expense increased due
to capital expenditures incurred for new slot machines.

         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 is subject to a ninety-day due
diligence period and is conditioned upon, among other things, the ability of
the purchaser to construct a hotel on the site. The agreement calls for the
negotiation of certain cooperative efforts between Jazz Casino and the
developer, which will likely require Jazz Casino to make certain financial
commitments to the developer regarding hotel rooms for casino patrons and
parking and employees for the hotel. 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 net realizable value.

         REORGANIZATION ITEMS. During the three months ended March 31, 2001, we
incurred reorganization expenses of $100.4 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 March 31, 2002 and
2001, we incurred interest charges of $2.1 million and $621,000, respectively.
On January 4, 2001, we filed a voluntary bankruptcy petition and ceased
recording interest expense related to our long-term debt and other obligations.
Thus, the first quarter of 2001 includes only five days of interest expense on
our long-term debt and other obligations, except for the debtors-in-possession
loans made during the bankruptcy proceedings upon which interest accrued through
March 29, 2001, the effective date of our reorganization. During the quarter
ended March 31, 2002, we incurred interest charges related to our $124.5 million
Senior Notes due 2008 (the "Senior Notes").

         For the three months ended March 31, 2002 and 2001, we generated
interest income of $92,000 and $191,000, 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 quarter ended March 31, 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.


                                       26
<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 three months ended March 31,
2002, net cash flow provided by operations was $15.4 million. During the three
months ended March 31, 2001, net cash flow used in operations was $6.4 million.
The improvement in cash flow provided by operating activities as compared to the
same period last year is primarily due to improved operating results. As of
March 31, 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. Prior to the date of our
bankruptcy filing on January 4, 2001, the principal balance outstanding was
subject to interest at the London Interbank Offered Rate ("LIBOR") plus 1%;
subsequent to this date, the principal balance outstanding was subject to
interest at Prime plus 2% (10.0% as of March 29, 2001), which brought the total
balance due to $53.8 million including principal and interest.


                                       27
<PAGE>


         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. 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. As of May 10, 2002, we have paid $4.2 million in cash
interest and paid $3.9 million in interest in kind by issuing additional new
term notes. Our new revolving credit agreement requires that we pay 50% of the
interest payments during the first year in kind. 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.

         Our new 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%. 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 May 10, 2002, there were no outstanding
borrowings and $700,000 in outstanding letters of credit issued under this
revolving credit facility.

         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.

         The gaming payments to the State of Louisiana 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. 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. 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.

         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 lease with the City by $5 million per year. We entered into
the amended ground lease whereby the City of New Orleans had agreed to designate
the sources of the savings within 120 days from March 15, 2001, which date was
later extended by 30 days. Over the following months 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


                                       28
<PAGE>


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 granted an annual credit of $2.1 million in
                    property tax reduction toward the total reduction, including
                    the property tax reduction achieved in 2001;

               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 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 program and plans, 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 will agree to a reduction in the number of parking
                    spaces required to be dedicated to casino use provided we
                    demonstrate that they are not needed to meet casino use. As
                    a result, any spaces freed up by the reduction, up to 700
                    spaces, may be rented by Jazz Casino to third parties under
                    week-day parking contracts, which would 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.

         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,


                                       29
<PAGE>


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. However, the City has recently requested certain information regarding
employment levels as they relate to obligations under the City laws.

         We currently expect payments on our short-term obligations to be made
from cash flows from operations. Even taking into consideration the reduced
liabilities and operating expenses as a result of the reorganization, and
further reductions in operating expenses post-restructuring, we cannot assure
that we will have sufficient liquidity to meet our long-term obligations.

         EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION.
Earnings before interest, taxes, depreciation, and amortization ("EBITDA"),
adjusted for certain non-recurring items for the three months ended March 31,
2002 was $10.7 million as compared to a negative $14.9 million in the three
months ended March 31, 2001. The improvement in EBITDA is related primarily to
increased revenues, the decrease in the minimum payment to the State of
Louisiana of $9.6 million for this period and operating efficiencies achieved in
casino operations.

         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 generally accepted
accounting principles ("GAAP"), 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 ("Adjusted
EBITDAM"). For the twelve months ended March 31, 2002, the target Adjusted
EBITDAM is 85% of $115.2 million, or $97.9 million. Actual results for that
twelve month period produced $116.2 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 March 31, 2002, we had deposited
$8.7 million into the interest-bearing capital reserve account and expended
approximately $5.3 million.


                                       30
<PAGE>


         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, subject to certain city conditional use permit
amendments which have been filed with and are pending before the City Planning
Commission. We have not yet determined how much capital will be required to
expand our dining facilities, but we are in the process of finalizing plans and
budgets for this expansion. We expect the buffet expansion to begin in 2002. The
funds for such expansion and development will need to be obtained from cash flow
from operations or external financing.

         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 $2.0 million through March 31, 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 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. We intend to 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, and are currently considering alternatives for financing the
remainder of this development. Without additional financing, we will be unable
to build-out and develop the second floor of the casino. Other than the proceeds
from the sale of land and the planned sale of the Fulton Street Property
mentioned below, we have not obtained sufficient financing to fund these
developments, and cannot assure that we will ever be able to do so.

         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 is subject to a
ninety-day due diligence period and is conditioned upon, among other things, the
ability of the purchaser to construct a hotel on the site. The agreement calls
for the negotiation of certain cooperative efforts between Jazz Casino and the
developer, which will likely require Jazz Casino to make certain financial
commitments to the developer regarding hotel rooms for casino patrons and
parking and employees for the hotel. 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 net realizable value. 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.

         Funds from these two sales, however, are not sufficient to complete
development of the second floor.


                                       31
<PAGE>


         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. The Financial Accounting Standards
Board has recently issued Statement of Financial Accounting Standards ("SFAS")
No. 141 "Business Combinations", SFAS No. 142 "Goodwill and Other Intangible
Assets", SFAS No. 143, "Accounting for Asset Retirement Obligations", and SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." These
statements were issued in June and August 2001. SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001 and that the use of the pooling-of-interests method is no
longer allowed. SFAS No. 142 requires that upon adoption, amortization of
goodwill will cease and instead, the carrying value of goodwill will be
evaluated for impairment on an annual basis. Identifiable intangible assets will
continue to be amortized over their useful lives and reviewed for impairment in
accordance with SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001. SFAS No. 143 establishes
accounting standards for the recognition and measurement of an asset retirement
obligation and its associated asset retirement cost. It also provides accounting
guidance for legal obligations associated with the retirement of tangible
long-lived assets. SFAS No. 143 is effective in fiscal years beginning after
June 15, 2002, with early adoption permitted. SFAS No. 144 establishes a single
accounting model for the impairment or disposal of long-lived assets, including
discontinued operations. SFAS No. 144 superseded SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
and APB Opinion No. 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." The provisions of SFAS No. 144
are effective in fiscal years beginning after December 15, 2001, with early
adoption permitted, and in general are to be applied prospectively. We adopted
these standards effective January 1, 2002, which resulted in no significant
impact on our financial statements.

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 March 31, 2002, the aggregate amount of our outstanding
indebtedness was $127.6 million. The interest rate of our variable rate
indebtedness will fluctuate with changes in the LIBOR rate applicable under our



                                       32
<PAGE>



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
$638,000 annualized increase or decrease in interest expense based on the
outstanding balance of our variable rate indebtedness as of March 31, 2002.

















                                       33
<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. 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 and Harrah's Operating
Company, Inc. filed suit against JCC Holding Company in the Court of Chancery of
the State of Delaware In and For New Castle County. Harrah's Entertainment is a
49% shareholder in JCC Holding through its wholly owned subsidiary Harrah's
Operating Company, Inc. This action seeks to place Harrah's Entertainment's
nominee, Dr. Charles C. Teamer, on the ballot for election to the board of
directors and in the related proxy statement filed by JCC Holding on March 15,
2002, in addition to the HET directors' nominee Mr. Philip Satre. The Harrah's
entities are seeking declaratory, injunctive and other equitable relief on the
propriety of Dr. Teamer's nomination for election to the board of directors. On
April 16, 2002, we signed an agreed Stipulation and Order reflecting the
agreement of JCC Holding and the Harrah's entities regarding certain matters,
pending resolution of this action. Under the agreed Stipulation and Order, JCC
Holding agreed to adjourn its annual meeting scheduled to take place on April
25, 2002 in New Orleans until May 24, 2002, and also agreed to adjourn the May
24, 2002 meeting until June 4, 2002. In addition, we agreed to provide notice to
Harrah's Entertainment prior to taking certain actions other than in the
ordinary course of business. The Stipulation and Order, however, does not change
the record date of March 8, 2002 for the annual meeting. We disagree with the
allegations set forth in the petition based upon the relevant provisions of our
charter and bylaws and are vigorously defending the lawsuit. However, the
ultimate outcome is presently uncertain. A trial on the action is set in the
Court of Chancery for May 21, 2002.

         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 and Chief Executive Officer of
Harrah's Entertainment, Chairman of the Board and Chief Executive Officer of
Harrah's New Orleans Management Company, as well as a director on our board.
Anthony Sanfilippo is President of Harrah's New Orleans Management Company and
President of the Central Division of Harrah's Entertainment, as well as a
director on our board. 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 owns only a 49%
interest, to other properties wholly owned by Harrah's Entertainment. We are
seeking damages for


                                       34
<PAGE>


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. The ultimate outcome of this litigation and its possible
impact on us is presently uncertain.

         On April 22, 2002, Harrah's Entertainment and Harrah's Operating
Company filed a derivative action against Paul Debban, Preston Smart, Rudy
Cerone, and Chris Lowden, 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.
All four individuals are directors on our board who 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 and
Mr. Cerone are also members 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 four non-Harrah's
Entertainment directors 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 ultimate outcome of this litigation and its
possible impact on us is presently uncertain.

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

         Our annual meeting of shareholders was scheduled to take place on April
25, 2002 at the Harrah's New Orleans Casino in New Orleans, Louisiana. On March
15, 2002 we filed our related proxy statement pursuant to Regulation 14A under
the Securities Exchange Act of 1934. Proxies for the meeting were solicited on
behalf of the board of directors of JCC Holding to elect two directors for a
two-year term and ratify the appointment of Deloitte & Touche LLP as our
independent public accountants for 2002. On February 25, 2002, we received
correspondence from Harrah's Operating Company, Inc., the record holder of 49%
of our common stock, seeking to nominate Dr. Charles C. Teamer, Sr. for election
as a director to our board of directors. We did not recognize the nomination as
a proper director nomination under our charter and bylaws. On March 15, 2002,
Harrah's Entertainment and Harrah's Operating Company, Inc. filed suit against
JCC Holding Company in the Chancery Court of Delaware seeking declaratory
judgment on the propriety of Dr. Teamer's nomination. Pursuant to an agreed
Stipulation and Order, JCC Holding agreed to adjourn the annual meeting
scheduled to take place on April 25, 2002 until May 24, 2002, and also agreed to
adjourn the May 24, 2002 meeting until June 4, 2002, pending resolution of this
Delaware action. The Stipulation and Order, however, does not change the record
date of March 8, 2002 for the annual meeting.

ITEM 5. OTHER INFORMATION

        None.



                                       35
<PAGE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits.

   10.01*  Employment Agreement dated March 27, 2002, by and between JCC Holding
           Company and Paul D. Debban

   10.02*  Employment Agreement dated March 27, 2002, by and between JCC Holding
           Company and Preston Smart


*  Filed herewith


      (b)  Reports on Form 8-K.

           (1)   On February 8, 2002, we filed a Current Report on Form 8-K
                 pursuant to Item 9. Regulation FD Disclosure regarding
                 disclosures made by an officer of Harrah's Entertainment. The
                 date of the earliest event reported was February 25, 2002.

           (2)   On February 27, 2002, we filed a Current Report on Form 8-K
                 pursuant to Item 9. Regulation FD Disclosure regarding
                 disclosures made by an officer of Harrah's New Orleans
                 Management Company, the manager of our Casino. The date of the
                 earliest event reported was February 25, 2002.

           (3)   On March 11, 2002, we filed a Current Report on Form 8-K
                 pursuant to Item 5. Other Events concerning our press release
                 dated March 8, 2002. The date of the earliest event reported
                 was March 6, 2002.

           (4)   On April 17, 2002, we filed a Current Report on Form 8-K
                 pursuant to Item 5. Other Events concerning our press release
                 dated April 16, 2002. The date of the earliest event reported
                 was April 16, 2002.

           (5)   On April 22, 2002, we filed a Current Report on Form 8-K
                 pursuant to Item 9. Regulation FD Disclosure regarding
                 disclosures made by an officer of Harrah's Entertainment. The
                 date of the earliest event reported was April 18, 2002.




                                       36
<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:  May 15, 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)








                                       37
<PAGE>


                                  EXHIBIT INDEX

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

10.01*       Employment Agreement dated March 27, 2002, by and between JCC
             Holding Company and Paul D. Debban

10.02*       Employment Agreement dated March 27, 2002, by and between JCC
             Holding Company and Preston Smart
</Table>


*  Filed herewith






                                       38