<PAGE>

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

                                   FORM 10-Q/A


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

         For the quarterly period ended                       SEPTEMBER 30, 2001
                                                              ------------------

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

         For the transition period from             to
                                        -----------    ------------

                         Commission File Number 0-33007

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


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

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


                  Registrant's telephone number (504) 533-6000


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

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


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

         The number of shares of the registrant's common stock outstanding at
November 12, 2001 was 12,386,200.



<PAGE>



                      JCC HOLDING COMPANY AND SUBSIDIARIES
                               SEPTEMBER 30, 2001


                                      INDEX

<Table>
<Caption>
                                                                                                PAGE
                                                                                               NUMBER
                                                                                               ------
<S>                                                                                          <C>
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS                                    2

PART I    FINANCIAL INFORMATION                                                                   2

          Item 1. Financial Statements                                                            3

          Condensed Consolidated Balance Sheets as of
              September 30, 2001 (Restated) and December 31, 2000 (Unaudited)                     3

          Condensed Consolidated Statements of Operations for the
              Three and Nine Months Ended September 30, 2001 and 2000 (Unaudited)                 4

          Condensed Consolidated Statements of Cash Flows for the
              Nine Months Ended September 30, 2001 and 2000 (Unaudited)                           5

          Notes to Condensed Consolidated Financial Statements (Unaudited)                        6

          Item 2. Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                                23

          Item 3. Quantitative and Qualitative Disclosures About Market Risk                     30

PART II OTHER INFORMATION                                                                        32

          Item 5. Other Information                                                              32

          Item 6. Exhibits and Reports on Form 8-K                                               32

SIGNATURES                                                                                       33
</Table>


<PAGE>


         SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

         This Amended Quarterly Report on Form 10-Q/A 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 of various adjacent properties for entertainment uses supporting
the casino, 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. 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, manage our operating
         expenses, and meet our reduced, but continuing obligations to the State
         of Louisiana, the City of New Orleans and our creditors, including, in
         particular, our minimum required annual payment to the State of
         Louisiana in the amount of the greater of $50 million ($60 million
         after our first year of operations following our reorganization) or
         21.5% of our gross gaming revenues;

     o   our ability to compete successfully in our market area with dockside
         gaming operations 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.

                         PART I - FINANCIAL INFORMATION

INTRODUCTORY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         This amendment is being filed to reflect the restatement of our
unaudited condensed consolidated financial statements, as discussed in Note 7
thereto, and other information related to such restated financial statements.
Except for items 1 and 2 of Part I, no other information included in the
original report on Form 10-Q is amended by this Form 10-Q/A.


                                       2
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
                                  (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                             SEPTEMBER 30, 2001
                                                           (RESTATED - SEE NOTE 7)  DECEMBER 31, 2000
                                                           -----------------------  -----------------
<S>                                                        <C>                      <C>
                          ASSETS

Current Assets:
   Cash and cash equivalents (includes restricted
        cash of $2,307 and $2,113, respectively)                 $     32,685         $     26,626
   Accounts receivable, net of allowance for doubtful
        accounts of $3,497 and $1,958, respectively                     3,135                6,272
   Inventories                                                            616                  685
   Prepaids and other assets                                            1,889                3,678
   Property available for sale                                          4,831                4,831
                                                                 ------------         ------------
           Total current assets                                        43,156               42,092
                                                                 ------------         ------------
Property and Equipment:
   Buildings on leased land                                           129,020              128,936
   Furniture, fixtures and equipment                                   28,200               22,492
   Property held for development                                       10,708               10,689
   Leasehold improvements                                                 284                  245
   Construction in progress                                               356                   89
                                                                 ------------         ------------
           Total                                                      168,568              162,451
Less - accumulated depreciation                                       (32,850)             (25,561)
                                                                 ------------         ------------
           Net property and equipment                                 135,718              136,890
                                                                 ------------         ------------
Other Assets:
   Deferred operating contract cost, net of accumulated
      amortization of $4,081 and $3,269, respectively                  24,724               25,536
   Lease prepayment, net of accumulated
      amortization of $1,016 and $816, respectively                     6,112                6,312
   Deferred charges and other, net of accumulated
      amortization of $2,130 and $1,567, respectively                  10,439               10,631
                                                                 ------------         ------------
           Total other assets                                          41,275               42,479
                                                                 ------------         ------------
           Total Assets                                          $    220,149         $    221,461
                                                                 ============         ============

               LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Short-term borrowings                                         $         --         $     23,250
   Accounts payable - trade                                             1,429                  844
   Accrued interest                                                     2,066                7,025
   Accrued expenses                                                    17,036               12,301
   Due to affiliates                                                    4,833               64,806
   Preconfirmation contingencies                                        3,064                2,212
   Other                                                                1,784                1,977
                                                                 ------------         ------------
           Total current liabilities                                   30,212              112,415
                                                                 ------------         ------------
Long-term debt, net of discount (including debt
      to affiliates of $42,800 and $31,947,
      respectively)                                                   103,207              396,412
Due to affiliates                                                       1,025               20,968
Other long-term liabilities                                               394                  339

Commitments and Contingencies
Stockholders' Equity (Deficit):
   Common Stock:
      Unclassified Common Stock (40,000 shares
          authorized; 12,386 shares issued and
          outstanding; par value $.01 per share)                          124                   --
      Class A Common Stock (20,000 shares authorized;
          5,778 shares issued and outstanding;
          par value $.01 per share)                                        --                   58
      Class B Common Stock (20,000 shares authorized;
          4,453 shares issued and outstanding; par
          value $.01 per share)                                            --                   45
   Additional paid-in capital                                         413,150              108,269
   Accumulated deficit                                               (327,963)            (417,045)
                                                                 ------------         ------------
          Total stockholders' equity (deficit)                         85,311             (308,673)
                                                                 ------------         ------------
          Total Liabilities and Stockholders'
             Equity (Deficit)                                    $    220,149         $    221,461
                                                                 ============         ============
</Table>

See Notes to Condensed Consolidated Financial Statements.


                                       3
<PAGE>

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                  (UNAUDITED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)


<Table>
<Caption>
                                                                    THREE MONTHS ENDED               NINE MONTHS ENDED
                                                               ----------------------------    ----------------------------
                                                                   2001            2000            2001            2000
                                                               ------------    ------------    ------------    ------------
<S>                                                            <C>             <C>             <C>             <C>
Revenues:
    Casino                                                     $     60,816    $     66,298    $    182,271    $    185,058
    Food and beverage                                                 5,819           5,351          16,180          15,342
    Retail, parking and other                                         2,708           2,403           8,306           7,173
    Less - casino promotional allowances                             (5,547)         (4,892)        (16,011)        (13,711)
                                                               ------------    ------------    ------------    ------------
        Total Net Revenues                                           63,796          69,160         190,746         193,862
                                                               ------------    ------------    ------------    ------------

Operating Expenses:
    Direct:
        Casino                                                       36,405          53,418         126,126         158,822
        Food and beverage                                             4,022           4,195          11,690          11,912
        Retail, parking and other                                       919             871           3,046           2,995
    General and administrative                                       18,660          24,182          58,615          65,422
    Depreciation and amortization                                     3,169           6,110           8,822          19,609
                                                               ------------    ------------    ------------    ------------
        Total operating expenses                                     63,175          88,776         208,299         258,760
                                                               ------------    ------------    ------------    ------------

Operating Income (Loss)                                                 621         (19,616)        (17,553)        (64,898)
                                                               ------------    ------------    ------------    ------------

Reorganization Expenses                                                  --              --        (101,029)             --

Other income (expense):
    Interest expense, net of capitalized interest                    (2,632)        (11,822)         (6,183)        (33,627)
    Interest and other income                                           137              83             403             295
                                                               ------------    ------------    ------------    ------------
        Total other income (expense)                                 (2,495)        (11,739)         (5,780)        (33,332)
                                                               ------------    ------------    ------------    ------------

Loss Before Extraordinary Item:                                      (1,874)        (31,355)       (124,362)        (98,230)

    Extraordinary gain on early extinguishment of debt                   --              --         213,448              --
                                                               ------------    ------------    ------------    ------------
Net Income (Loss)                                              $     (1,874)   $    (31,355)   $     89,086    $    (98,230)
                                                               ============    ============    ============    ============

Per Share Data:
    Loss before extraordinary item                             $      (0.15)   $      (3.06)   $     (10.04)   $      (9.66)

        Extraordinary gain on early extinguishment of debt               --              --    $      17.23)             --
                                                               ------------    ------------    ------------    ------------
    Basic Net Income (Loss)                                    $      (0.15)   $      (3.06)   $       7.19    $      (9.66)
                                                               ============    ============    ============    ============

    Weighted Average Shares Outstanding                          12,386,200      10,235,188      12,386,200      10,163,715
                                                               ============    ============    ============    ============
</Table>

See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>


                      JCC HOLDING COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                  (UNAUDITED)
                                 (IN THOUSANDS)



<Table>
<Caption>
                                                                            SEPTEMBER 30,    SEPTEMBER 30,
                                                                                2001              2000
                                                                            -------------    -------------
<S>                                                                         <C>              <C>
Cash Flows From Operating Activities:
    Net income (loss)                                                       $      89,086    $     (98,230)
    Adjustments to reconcile net income (loss) to net cash
      provided by (used in) operating activities:
      Depreciation and amortization                                                 8,822           19,609
      Amortization of note discount                                                91,431            3,862
      Amortization of unearned compensation                                            --              164
      Extraordinary gain on early extinguishment of debt                         (213,448)              --
      Deferred rent                                                                   288            1,270
      Provision for bad debts                                                       1,901              995
      Write down of assets to be disposed of                                           --            1,600
    Changes in operating assets and liabilities:
      Accounts receivable                                                           1,236           (4,637)
      Inventories                                                                      69             (351)
      Prepaids and other assets                                                     1,789              667
      Accounts payable - trade                                                        584            1,380
      Accrued interest                                                              2,066           13,175
      Accrued expenses                                                              4,735           (5,807)
      Preconfirmation contingencies                                                   (38)            (838)
      Due to affiliates                                                            13,911           23,554
      Other current liabilities                                                      (193)             226
    Payment of liabilities subject to compromise due to
      reorganization activities:
      Reorganization costs, excluding amortization of note
        discount of $90,314                                                        10,715               --
      Payment of reorganization costs                                              (9,824)              --
                                                                            -------------    -------------
        Net cash flows provided by (used in) operating activities                   3,130          (43,361)
                                                                            -------------    -------------

Cash Flows From Investing Activities:
    Capital expenditures                                                           (2,445)          (1,106)
    Increase in deferred charges and other assets                                    (371)            (973)
                                                                            -------------    -------------
        Net cash flows used in investing activities                                (2,816)          (2,079)
                                                                            -------------    -------------

Cash Flows From Financing Activities:
    Net repayments of short-term borrowings - affiliate                                --          (10,350)
    Proceeds from notes payable - affiliate                                         5,745           45,539
                                                                            -------------    -------------
        Net cash flows provided by financing activities                             5,745           35,189
                                                                            -------------    -------------

Net increase (decrease) in cash and cash equivalents                                6,059          (10,251)

Cash and cash equivalents, beginning of period                                     26,626           34,687
                                                                            -------------    -------------
Cash and cash equivalents, end of period                                    $      32,685    $      24,436
                                                                            =============    =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for:
      Interest                                                              $       1,508    $      12,404
    Noncash investing and financing activities:
      Increase in long-term debt for payment-in-kind interest payments      $       1,191    $       7,146
      Capitalized interest                                                  $           2    $         102
      Issuance of restricted stock awards                                   $          --    $         199
</Table>

See Notes to Condensed Consolidated Financial Statements.


                                       5
<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 SEC.

         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 in New Orleans, Louisiana. Our casino commenced operations on October
28, 1999. We also plan to sell or develop approximately 130,000 square feet of
multipurpose non-gaming entertainment space on the second floor of the casino
and develop various adjacent properties for entertainment uses supporting the
casino. We have not obtained sufficient financing to 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, 2000.

         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.

         BANKRUPTCY IN JANUARY 2001. On January 4, 2001, we filed a voluntary
petition for relief under Chapter 11 of the U.S. 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. 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.


                                       6
<PAGE>


         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 includes only five days of interest expense
on our old long-term debt and other obligations, except for debtor-in-possession
loans made during the bankruptcy proceedings upon which interest accrued through
March 29, 2001, the effective date of our reorganization. The interest charges
incurred contractually, 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, 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 on the face of the Condensed Consolidated Statements of Operations.

         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. 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"). In exchange for
providing a new minimum payment guaranty, Harrah's Entertainment and Harrah's
Operating Company (and any substitute guarantor) will receive an annual guaranty
fee from us. The obligations under the new HET/JCC Agreement are secured by,
among other things, a first lien on substantially all of our assets (except our
casino operating contract with the State of Louisiana and the gross revenue
share payments due to the State thereunder). Our reorganization plan 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. On August 15 the Special
Development Projects Committee of the City Council recommended reductions to the
Council with which we disagreed. Subsequently, we filed a motion with the
Bankruptcy Court asking it to review the proposed reductions for their
consistency with our plan of reorganization. To date both a vote of the Council
on the proposed reductions and the hearing on the motion have been continued by
agreement of the parties. There is no certainty that the reduction will ever be
obtained.


                                       7
<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, among other things, Harrah's
Entertainment's and Harrah's Operating Company's consent to the cancellation and
extinguishment of all claims against us arising under our Revolving Credit
Facility, the Tranche A-2 Term Loan, the Tranche B-2 Term Loan, the Slot Lease,
the Junior Subordinated Credit Facility, the Completion Loan Guarantee, and the
JCC Development promissory note, our manager, Harrah's New Orleans Management
Company, Inc.'s, and its affiliates' agreement to waive all claims relating to
existing defaults under our Management Agreement, the Administrative Services
Agreement, the Forbearance Agreement, the Warrant Agreement, and any other
pre-petition claims against us, and Harrah's Operating Company's agreement to
contribute the slot machines used in our casino to us, 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, 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. The holders of claims arising under Tranches
A-1, A-3 and B-1 of the Bank Credit Facilities received $55.0 million in new
term 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 new term notes; and holders of claims
arising under the senior subordinated notes received $17.9 million in new term
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. Our new
revolving credit facility bears interest at a rate of LIBOR plus 3.00% per annum
and will mature in 2006. The obligations under the credit facility are secured
by substantially all of our assets (except our Casino Operating Contract with
the State of Louisiana and the revenue share payments due to the State of
Louisiana thereunder) and the casino's bankroll. Our new revolving credit
facility is secured on a second lien priority basis, junior only to a lien
securing certain obligations under the new HET/JCC Agreement pursuant to which
Harrah's Entertainment agreed to provide a minimum payment guaranty. The new
term notes are secured by liens on the same assets junior to our revolving
credit facility lien.

         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. 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 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. For the six months ended September 30, 2001, Adjusted EBITDAM was
$51.2 million. 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.


                                       8
<PAGE>


         Upon the filing of our petitions for Chapter 11 reorganization, we
required funds to meet certain postpetition financial obligations, including the
minimum daily payments required under our casino operating contract and the
payment obligations arising under our ground lease with Rivergate Development
Corporation and the City of New Orleans. To meet those cash needs, we arranged
for a debtor-in-possession financing facility provided by Harrah's Entertainment
and its affiliates, the terms of which were negotiated with Harrah's
Entertainment prior to the date of filing our bankruptcy petition.

         REORGANIZATION ITEMS. During the nine months ended September 30, 2001,
we incurred reorganization expenses of $101.0 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, issuance
costs related to the new debt and equity securities, and costs associated with
retention bonuses.

         RECENTLY ISSUED PRONOUNCEMENTS. In the first quarter of 2001, the
Emerging Issues Task Force ("EITF") reached a consensus on certain issues in
EITF 00-22 "Accounting for "Points" and Certain Other Time-Based Sales Incentive
Offers, and Offers for Free Products or Services to Be Delivered in the Future."
EITF 00-22 requires that cash rebates or refunds be shown as a reduction of
revenues effective for quarters ending after February 15, 2001. We adopted the
consensus provisions of EITF 00-22 in the first quarter of 2001. To be
consistent with the 2001 presentation, various "cash back" rewards, previously
shown as casino expenses, were reclassified as a reduction of net revenues in
2000. This did not have any effect on previously reported operating income or
net income. The cash back rewards for the three and nine months ended September
30, 2001 were $239,000 and $1.5 million, respectively. The cash back rewards for
the three and nine months ended September 30, 2000 were $764,000 and $3.0
million, respectively.

         The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 141 "Business Combinations" and No. 142
"Goodwill and Other Intangible Assets." Both statements were issued in June
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. We are evaluating the impact of the adoption of those standards and have
not yet determined the effect of adoption on our financial position and results
of operations.

         SFAS No. 143, "Accounting for Asset Retirement Obligations", and SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", were
issued during June and August 2001, respectively. Management does not believe
these Standards will have a significant impact to the Company.


                                       9
<PAGE>


NOTE 2. SHORT-TERM BORROWINGS

         Our new revolving credit facility provided on the effective date of our
reorganization by Harrah's Entertainment 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 1).
As of November 12, 2001, there were no outstanding borrowings 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. New term 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) in connection with the cancellation of long-term
debt and certain other obligations. The new term notes will pay interest
quarterly at LIBOR plus 2.75% per annum. In the first year, one half of the
interest payments on the new term notes may be paid in kind and added to the
principal at our option. As of November 12, 2001, we have paid $2.3 million in
cash interest and paid $2.2 million in interest in kind by issuing additional
new term notes. Principal payments on the new term notes are amortized as
follows: zero in the first year; 50% of free cash flow (as defined in the new
term 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 new term 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 new term notes were valued based on discounting concepts to approximate
their fair value (12.5% discount rate). We are also subject to numerous debt
covenants under the new term note agreement, including restrictions on, among
other things, restricted payments, transactions with affiliates, dividend
restrictions, liens, incurrence of additional indebtedness, asset sales, mergers
and consolidations, payment of certain indebtedness, capital expenditures, and
investments or loans.

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.

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

     o   hiring, supervising and establishing labor policies with respect to
         employees of the casino;


                                       10
<PAGE>


     o   gaming and entertainment operations including security and internal
         control procedures;
     o   public relations and promotions;
     o   retaining certain suppliers;
     o   all accounting, budgeting, financial and treasury functions in the
         casino; and
     o   performing certain system services generally performed at casinos owned
         or operated by Harrah's Entertainment and its affiliates.

         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 EBITDAM. Under the amended management agreement, we are also required
to reimburse Harrah's Entertainment for the cost of property level executive
salaries previously funded by Harrah's Entertainment and to reimburse Harrah's
Entertainment for insurance related to the casino and previously funded by
Harrah's Entertainment on our behalf. Neither the manager nor any of its
affiliates is entitled to receive fees for services previously provided under
our administrative service agreement, which services must now be provided at no
additional cost (see Note 1).

         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 new notes and new
common stock in the amount of $30.6 million (face value) and approximately 3.1
million shares, respectively. In addition, Jazz Casino entered into the new
HET/JCC Agreement pursuant to which Harrah's Entertainment agreed to provide a
minimum payment guaranty to the Louisiana Gaming Control Board for an initial
four-year period through March 31, 2005, as required by the casino operating
contract. The initial minimum payment guaranty has been provided by Harrah's
Entertainment, and guarantees the following amounts payable to the Louisiana
Gaming Control Board:

     o   $50 million in the period April 1, 2001 to March 31, 2002;
     o   $60 million in the period April 1, 2002 to March 31, 2003;
     o   $60 million in the period April 1, 2003 to March 31, 2004; and
     o   $60 million in the period April 1, 2004 to March 31, 2005.

         Harrah's Entertainment and Harrah's Operating Company will receive 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 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. 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) 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


                                       11
<PAGE>


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.

         JUNIOR SUBORDINATED CREDIT FACILITY. Harrah's Entertainment and
Harrah's Operating Company previously provided us with the $22.5 million junior
subordinated credit facility. On the effective date of our reorganization, this
junior subordinated credit facility was cancelled (see Note 1).

         PROMISSORY NOTE. Harrah's Operating Company previously provided our
subsidiary, JCC Development, with loans evidenced by a $2 million promissory
note. On the effective date, the promissory note documenting this loan was
cancelled and all claims arising under the note were extinguished (see Note 1).

         HARRAH'S ENTERTAINMENT LOAN GUARANTEE. Harrah's Entertainment and
Harrah's Operating Company previously provided a payment guaranty with respect
to the Tranche A-2 and B-2 term loans and the revolving line of credit. On the
effective date of our reorganization, this payment guaranty was cancelled along
with the Tranche A-2 and B-2 term loans and the revolving credit facility (see
Note 1).

         AMENDED COMPLETION LOAN AGREEMENT. Harrah's Entertainment and Harrah's
Operating Company previously provided us with draws on the previously available
completion loan totaling $5.1 million. On the effective date of our
reorganization, this completion loan was cancelled (see Note 1).

         EQUIPMENT LEASES. During 1999, we entered into a master lease agreement
for approximately 1,900 slot machines with Harrah's Operating Company. On the
effective date of our reorganization, the master lease agreement was cancelled.
Harrah's Operating Company contributed the slot machines to us (see Note 1). The
slot machines were recorded at an estimated fair value of $3.6 million.

         LIMITED FORBEARANCE AGREEMENT. On the effective date, our limited
forbearance agreement with Harrah's Operating Company and Harrah's New Orleans
Management Company was cancelled (see Note 1).

NOTE 5. INCOME TAXES

         We have available net operating loss carryforwards as of December 31,
2000, totaling approximately $202 million that expire beginning 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.

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,


                                       12
<PAGE>


and $60 million for each 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. Since
filing, the matter was removed to the United States District Court for the
Eastern District of Louisiana. Plaintiffs have filed a Motion to Remand the
lawsuit to state court, which is currently pending. 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 lawsuit, 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 August 8, 2001 we received notice from Rivergate Development
Corporation alleging that Jazz Casino had failed to perform a material term of
our ground lease in connection with the nature of expenditures charged to the
capital replacement fund. We believe we are in full compliance with the capital
replacement fund requirements, and are in the process of attempting to resolve
the disagreements with the City of New Orleans and the Rivergate Development
Corporation. Although no assurances can be given as to the outcome of such
disagreement, we do not expect that the final outcome of this matter will
materially and adversely affect our results of operations, cash flows, or
financial condition.


                                       13
<PAGE>


NOTE 7. RESTATEMENT OF ADDITIONAL PAID-IN CAPITAL AND ACCUMULATED DEFICIT

         QUASI-REORGANIZATION. As of March 31, 2001, we reduced the balance of
additional paid-in capital by $322.1 million to eliminate the existing
accumulated deficit pursuant to a quasi-reorganization that was approved by the
board of directors given that we had completed our restructuring, obtained
long-term financing and successfully emerged from bankruptcy on March 29, 2001
(see Note 1).

         Subsequent to the issuance of our Unaudited Condensed Consolidated
Financial Statements as of and for the three and nine-month periods ended
September 30, 2001, and considering recent discussions with the staff of the
Securities and Exchange Commission, it was determined that we did not meet all
of the conditions necessary to effect a quasi-reorganization, and that the
quasi-reorganization adjustment should be reversed. Our board of directors has
approved such reversal. Accordingly, the accompanying financial statements as of
and for the three and nine-month periods ended September 30, 2001 have been
restated from the amounts previously reported to increase the additional paid-in
capital by $322.1 million and reinstate the accumulated deficit balance by the
same amount. The restatement does not affect loss before extraordinary items,
net income (loss) or net income(loss) per share.

         A summary of the significant effects of the restatement is as follows:

<Table>
<Caption>
                                                         AS PREVIOUSLY         AS
(IN THOUSANDS)                                              REPORTED        RESTATED
                                                         -------------    ------------
<S>                                                      <C>             <C>
STOCKHOLDERS' EQUITY AT SEPTEMBER 30, 2001:
      Common stock                                        $        124    $        124
      Additional paid-in capital                                91,098         413,150
      Accumulated deficit                                       (5,911)       (327,963)
                                                          ------------    ------------
             Total stockholders' equity                   $     85,311    $     85,311
                                                          ============    ============
</Table>


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 new term notes described
in Note 3. The Guarantor Subsidiaries and Jazz Casino comprise all of the direct
and indirect subsidiaries of JCC Holding. All of the assets of JCC Holding's
subsidiaries are restricted and may not be transferred to JCC Holding in the
form of loans, cash or dividends without the consent of a third party. The
following consolidating schedules present condensed financial information for
Jazz Casino, JCC Holding and the Guarantor Subsidiaries on a combined basis as
of September 30, 2001 and December 31, 2000, and for the three and nine months
ended September 30, 2001 and 2000:


                                       14
<PAGE>

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATING BALANCE SHEET
                               SEPTEMBER 30, 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                            $    32,654    $        13    $         18    $         --    $     32,685
   Accounts receivable, net of allowance
      for doubtful accounts                                   3,135             --              --              --           3,135
   Intercompany receivables                                   2,092             --              --          (2,092)             --
   Inventories                                                  616             --              --              --             616
   Prepaids and other assets                                  1,838             --              51              --           1,889
   Property available for sale                                   --             --           4,831              --           4,831
                                                        -----------    -----------    ------------    ------------    ------------
      Total current assets                                   40,335             13           4,900          (2,092)         43,156
                                                        -----------    -----------    ------------    ------------    ------------

Property and Equipment:
   Buildings on leased land                                 129,020             --              --              --         129,020
   Furniture, fixtures and equipment                         28,200             --              --              --          28,200
   Property held for development                                 --             --          10,708              --          10,708
   Leasehold improvements                                       284             --              --              --             284
   Construction in progress                                     329             --              27              --             356
                                                        -----------    -----------    ------------    ------------    ------------
      Total                                                 157,833             --          10,735              --         168,568
   Less - accumulated depreciation                          (32,850)            --              --              --         (32,850)
                                                        -----------    -----------    ------------    ------------    ------------
      Net property and equipment                            124,983             --          10,735              --         135,718
                                                        -----------    -----------    ------------    ------------    ------------

Other Assets:
   Deferred operating contract cost, net
      of accumulated amortization                            24,724             --              --              --          24,724
   Lease prepayment, net of accumulated
      amortization                                            6,112             --              --              --           6,112
   Deferred charges and other, net of
      accumulated amortization                               10,400             --              39              --          10,439
   Investment in Subsidiary                                      --         86,201              --         (86,201)             --
                                                        -----------    -----------    ------------    ------------    ------------
      Total other assets                                     41,236         86,201              39         (86,201)         41,275
                                                        -----------    -----------    ------------    ------------    ------------
                       TOTAL ASSETS                     $   206,554    $    86,214    $     15,674    $    (88,293)   $    220,149
                                                        ===========    ===========    ============    ============    ============

      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
   Accounts payable - trade                             $     1,429    $        --    $         --    $         --    $      1,429
   Accrued interest                                           2,066             --              --              --           2,066
   Accrued expenses                                          17,012             23               1              --          17,036
   Due to affiliates                                          4,833             --              --              --           4,833
   Intercompany payables                                         --            879           1,214          (2,093)             --
   Preconfirmation contingencies                              3,064             --              --              --           3,064
   Other                                                      1,783              1              --              --           1,784
                                                        -----------    -----------    ------------    ------------    ------------
     Total current liabilities                               30,187            903           1,215          (2,093)         30,212
                                                        -----------    -----------    ------------    ------------    ------------

Long-Term Debt, net of discount                             103,207             --              --              --         103,207

Due to affiliates                                             1,025             --              --              --           1,025
Other long-term liabilities                                     394             --              --              --             394

Commitments and Contingencies

Stockholders' Equity (Deficit):
   Common Stock:
       Unclassified common stock (40,000 shares
          authorized; 12,386 shares issued and
          outstanding; par value $.01 per share)                 --            124              --              --             124

   Additional paid-in capital                               398,149        413,150          14,866        (413,015)        413,150


   Member capital                                                 1             --              --              (1)             --


   Accumulated deficit                                     (326,409)      (327,963)           (407)        326,816        (327,963)
                                                        -----------    -----------    ------------    ------------    ------------
       Total stockholders' equity (deficit)                  71,741         85,311          14,459         (86,200)         85,311
                                                        -----------    -----------    ------------    ------------    ------------
       TOTAL LIABILITIES AND  STOCKHOLDERS'
         EQUITY (DEFICIT)                               $   206,554    $    86,214    $     15,674    $    (88,293)   $    220,149
                                                        ===========    ===========    ============    ============    ============
</Table>


                                       15
<PAGE>


                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 2000
                                   (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                             $    26,602   $        14   $         10   $         --   $     26,626
   Accounts receivable, net of allowance
     for doubtful accounts                                     6,271            --              1             --          6,272
   Intercompany receivables                                    1,746            --             --         (1,746)            --
   Inventories                                                   685            --             --             --            685
   Prepaids and other assets                                   3,678            --             --             --          3,678
   Property available for sale                                    --            --          4,831             --          4,831
                                                         -----------   -----------   ------------   ------------   ------------
         Total current assets                                 38,982            14          4,842         (1,746)        42,092
                                                         -----------   -----------   ------------   ------------   ------------

Property and Equipment:
   Buildings on leased land                                  128,936            --             --             --        128,936
   Furniture, fixtures and equipment                          22,492            --             --             --         22,492
   Property held for development                                  --            --         10,689             --         10,689
   Leasehold improvements                                        245            --             --             --            245
   Construction in progress                                       62            --             27             --             89
                                                         -----------   -----------   ------------   ------------   ------------
         Total                                               151,735            --         10,716             --        162,451
   Less - accumulated depreciation                           (25,561)           --             --             --        (25,561)
                                                         -----------   -----------   ------------   ------------   ------------
         Net property and equipment                          126,174            --         10,716             --        136,890
                                                         -----------   -----------   ------------   ------------   ------------
Other Assets:
   Deferred operating contract cost,
     net of accumulated amortization                          25,536            --             --             --         25,536
   Lease prepayment, net of accumulated amortization           6,312            --             --             --          6,312
   Deferred charges and other, net of accumulated
     amortization                                             10,589            --             42             --         10,631
                                                         -----------   -----------   ------------   ------------   ------------
         Total other assets                                   42,437            --             42             --         42,479
                                                         -----------   -----------   ------------   ------------   ------------
                        TOTAL ASSETS                     $   207,593   $        14   $     15,600   $     (1,746)  $    221,461
                                                         ===========   ===========   ============   ============   ============

       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
   Short-term borrowings                                 $    23,250   $        --   $         --   $         --   $     23,250
   Accounts payable - trade                                      844            --             --             --            844
   Accrued inter est                                           7,025            --             --             --          7,025
   Accrued expenses                                           12,270            30              1             --         12,301
   Due to affiliates                                          64,806            --             --             --         64,806
   Intercompany payables                                          --           758            988         (1,746)            --
   Preconfirmation contingencies                               2,212            --             --             --          2,212
   Other                                                       1,977            --             --             --          1,977
                                                         -----------   -----------   ------------   ------------   ------------
         Total current liabilities                           112,384           788            989         (1,746)       112,415
                                                         -----------   -----------   ------------   ------------   ------------

Long-Term Debt, net of discount                              394,759            --          1,653             --        396,412

Due to affiliates                                             20,943            --             25             --         20,968
Other long-term liabilities                                      339            --             --             --            339
Investment in subsidiaries                                                 307,900                      (307,900)            --

Commitments and Contingencies

Stockholders' Equity (Deficit):
   Common Stock:
      Unclassified common stock (40,000 shares
         authorized;none issued and outstanding;
         par value $.01 per share)                                --            --             --             --             --
      Class A common stock (20,000 shares
         authorized; 5,778 shares issued and
         outstanding; par value $.01 per share                    --            58             --             --             58
      Class B common stock (20,000 shares authorized;
         4,453 shares issued and outstanding; par
         value $.01 per share)                                    --            45             --             --             45
   Additional paid-in capital                                 94,925       108,269         13,186       (108,111)       108,269
   Member capital                                                  1            --             --             (1)            --
   Retained earnings (Accumulated deficit)                  (415,758)     (417,046)          (253)       416,012       (417,045)
                                                         -----------   -----------   ------------   ------------   ------------
         Total stockholders' equity (deficit)               (320,832)     (308,674)        12,933        307,900       (308,673)
                                                         -----------   -----------   ------------   ------------   ------------
         TOTAL LIABILITIES AND STOCKHOLDERS'
           EQUITY (DEFICIT)                              $   207,593   $        14   $     15,600   $     (1,746)  $    221,461
                                                         ===========   ===========   ============   ============   ============
</Table>


                                       16
<PAGE>


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


<Table>
<Caption>
                                                       JAZZ CASINO   JCC HOLDING    GUARANTOR                    CONSOLIDATED
                                                         COMPANY       COMPANY     SUBSIDIARIES   ELIMINATIONS       TOTAL
                                                       -----------   -----------   ------------   ------------   ------------
<S>                                                    <C>           <C>           <C>            <C>            <C>
Revenues:
     Casino                                            $    60,816   $        --   $         --   $         --   $     60,816
     Food and beverage                                       5,819            --             --             --          5,819
     Retail, parking and other                               2,704            --              4             --          2,708
     Less: casino promotional allowances                    (5,547)           --             --             --         (5,547)
                                                       -----------   -----------   ------------   ------------   ------------
          Total Net Revenues                                63,792            --              4             --         63,796
                                                       -----------   -----------   ------------   ------------   ------------

Operating Expenses:
     Direct
          Casino                                            36,405            --             --             --         36,405
          Food and beverage                                  4,022            --             --             --          4,022
          Retail, parking and other                            919            --             --             --            919
     General and administrative                             18,571            39             50             --         18,660
     Depreciation and amortization                           3,167            --              2             --          3,169
     Equity in Subsidiary Losses                                --         1,835             --         (1,835)            --
                                                       -----------   -----------   ------------   ------------   ------------
          Total operating expenses                          63,084         1,874             52         (1,835)        63,175
                                                       -----------   -----------   ------------   ------------   ------------

Operating Income (Loss)                                        708        (1,874)           (48)         1,835            621
                                                       -----------   -----------   ------------   ------------   ------------

Reorganization Expenses                                         --            --             --             --             --

Other income (expenses):
     Interest expense, net of capitalized interest          (2,632)           --             --             --         (2,632)
     Interest and other income                                 137            --             --             --            137
                                                       -----------   -----------   ------------   ------------   ------------
          Total other income (expenses)                     (2,495)           --             --             --         (2,495)
                                                       -----------   -----------   ------------   ------------   ------------

Net Income (Loss)                                      $    (1,787)  $    (1,874)  $        (48)  $      1,835   $     (1,874)
                                                       ===========   ===========   ============   ============   ============
</Table>


                                       17
<PAGE>


                               JCC HOLDING COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
                                   (UNAUDITED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<Table>
<Caption>
                                                       JAZZ CASINO   JCC HOLDING    GUARANTOR                    CONSOLIDATED
                                                         COMPANY       COMPANY     SUBSIDIARIES   ELIMINATIONS       TOTAL
                                                       -----------   -----------   ------------   ------------   ------------
<S>                                                    <C>           <C>           <C>            <C>            <C>
Revenues:
     Casino                                            $    66,298   $        --   $         --   $         --   $     66,298
     Food and beverage                                       5,351            --             --             --          5,351
     Retail, parking and other                               2,401            --              2             --          2,403
     Less: casino promotional allowances                    (4,892)           --             --             --         (4,892)
                                                       -----------   -----------   ------------   ------------   ------------
          Total Net Revenues                                69,158            --              2             --         69,160
                                                       -----------   -----------   ------------   ------------   ------------

Operating Expenses:
     Direct
          Casino                                            53,418            --             --             --         53,418
          Food and beverage                                  4,195            --             --             --          4,195
          Retail, parking and other                            861            --             10             --            871
     General and administrative                             24,045           120             17             --         24,182
     Depreciation and amortization                           6,108            --              2             --          6,110
     Equity in Subsidiary Losses                                --        31,235             --        (31,235)            --
                                                       -----------   -----------   ------------   ------------   ------------
          Total operating expenses                          88,627        31,355             29        (31,235)        88,776
                                                       -----------   -----------   ------------   ------------   ------------

Operating Income (Loss)                                    (19,469)      (31,355)           (27)        31,235        (19,616)
                                                       -----------   -----------   ------------   ------------   ------------

Other income (expenses):
     Interest expense, net of capitalized interest         (11,822)           --             --             --        (11,822)
     Interest and other income                                  83            --             --             --             83
                                                       -----------   -----------   ------------   ------------   ------------
          Total other income (expenses)                    (11,739)           --             --             --        (11,739)
                                                       -----------   -----------   ------------   ------------   ------------

Net Income (Loss)                                      $   (31,208)  $   (31,355)  $        (27)  $     31,235   $    (31,355)
                                                       ===========   ===========   ============   ============   ============
</Table>



                                       18
<PAGE>


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


<Table>
<Caption>
                                                       JAZZ CASINO   JCC HOLDING    GUARANTOR                    CONSOLIDATED
                                                         COMPANY       COMPANY     SUBSIDIARIES   ELIMINATIONS       TOTAL
                                                       -----------   -----------   ------------   ------------   ------------
<S>                                                    <C>           <C>           <C>            <C>            <C>
Revenues:
     Casino                                            $   182,271   $        --   $         --   $         --   $    182,271
     Food and beverage                                      16,180            --             --             --         16,180
     Retail, parking and other                               8,297            --              9             --          8,306
     Less: casino promotional allowances                   (16,011)           --             --             --        (16,011)
                                                       -----------   -----------   ------------   ------------   ------------
         Total Net Revenues                                190,737            --              9             --        190,746
                                                       -----------   -----------   ------------   ------------   ------------

Operating Expenses:
     Direct
         Casino                                            126,126            --             --             --        126,126
         Food and beverage                                  11,690            --             --             --         11,690
         Retail, parking and other                           3,046            --             --             --          3,046
     General and administrative                             58,346           113            156             --         58,615
     Depreciation and amortization                           8,818            --              4             --          8,822
     Equity in Subsidiary Income                                --       (89,200)            --         89,200             --
                                                       -----------   -----------   ------------   ------------   ------------
         Total operating expenses                          208,026       (89,087)           160         89,200        208,299
                                                       -----------   -----------   ------------   ------------   ------------

Operating Income (Loss)                                    (17,289)       89,087           (151)       (89,200)       (17,553)
                                                       -----------   -----------   ------------   ------------   ------------

Reorganization Expenses                                   (101,029)           --             --             --       (101,029)

Other income (expenses):
     Interest expense, net of capitalized interest          (6,183)           --             --             --         (6,183)
     Interest and other income                                 403            --             --             --            403
                                                       -----------   -----------   ------------   ------------   ------------
         Total other income (expenses)                      (5,780)           --             --             --         (5,780)
                                                       -----------   -----------   ------------   ------------   ------------

Loss before extraordinary items:                          (124,098)       89,087           (151)       (89,200)      (124,362)

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


                                       19
<PAGE>


                               JCC HOLDING COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (UNAUDITED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)


<Table>
<Caption>
                                                       JAZZ CASINO   JCC HOLDING    GUARANTOR                    CONSOLIDATED
                                                         COMPANY       COMPANY     SUBSIDIARIES   ELIMINATIONS       TOTAL
                                                       -----------   -----------   ------------   ------------   ------------
<S>                                                    <C>           <C>           <C>            <C>            <C>
Revenues:
     Casino                                            $   185,058   $        --   $         --   $         --   $    185,058
     Food and beverage                                      15,342            --             --             --         15,342
     Retail, parking and other                               7,165            --              8             --          7,173
     Less: casino promotional allowances                   (13,711)           --             --             --        (13,711)
                                                       -----------   -----------   ------------   ------------   ------------
          Total Net Revenues                               193,854            --              8             --        193,862
                                                       -----------   -----------   ------------   ------------   ------------

Operating Expenses:
     Direct
          Casino                                           158,822            --             --             --        158,822
          Food and beverage                                 11,912            --             --             --         11,912
          Retail, parking and other                          2,985            --             10             --          2,995
     General and administrative                             64,921           371            130             --         65,422
     Depreciation and amortization                          19,605            --              4             --         19,609
     Equity in Subsidiary Losses                                --        97,859             --        (97,859)            --
                                                       -----------   -----------   ------------   ------------   ------------
          Total operating expenses                         258,245        98,230            144        (97,859)       258,760
                                                       -----------   -----------   ------------   ------------   ------------

Operating Income (Loss)                                    (64,391)      (98,230)          (136)        97,859        (64,898)
                                                       -----------   -----------   ------------   ------------   ------------

Other income (expenses):
     Interest expense, net of capitalized interest         (33,627)           --             --             --        (33,627)
     Interest and other income                                 293            --              2             --            295
                                                       -----------   -----------   ------------   ------------   ------------
          Total other income (expenses)                    (33,334)           --              2             --        (33,332)
                                                       -----------   -----------   ------------   ------------   ------------

Net Income (Loss)                                      $   (97,725)  $   (98,230)  $       (134)  $     97,859   $    (98,230)
                                                       ===========   ===========   ============   ============   ============
</Table>


                                       20
<PAGE>


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


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

Cash Flows From Investing Activities:
     Capital expenditures                                         (2,423)           --            (22)            --         (2,445)
     Increase in deferred charges and other assets                  (371)           --             --             --           (371)
                                                             -----------   -----------   ------------   ------------   ------------
            Net cash flows used in investing activities           (2,794)           --            (22)            --         (2,816)
                                                             -----------   -----------   ------------   ------------   ------------

Cash Flows From Financing Activities:
     Proceeds from notes payable - affiliate                       5,745            --             --             --          5,745
                                                             -----------   -----------   ------------   ------------   ------------
            Net cash flows provided by financing activities        5,745            --             --             --          5,745
                                                             -----------   -----------   ------------   ------------   ------------

Net increase (decrease) in cash and cash equivalents               6,052            (1)             8             --          6,059

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


                                       21
<PAGE>


                      JCC HOLDING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  For the Nine Months Ended September 30, 2000
                                   (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)                                           $   (97,725)  $   (98,230)  $      (134)   $     97,859  $    (98,230)
  Adjustments to reconcile net income
      (loss) to net cash provided by
      (used in) operating activities:
      Depreciation and amortization                                19,605            --             4              --        19,609
      Amortization of note discount                                 3,862            --            --              --         3,862
      Amortization of unearned compensation                            38           126            --              --           164
      Deferred rent                                                 1,270            --            --              --         1,270
      Provision for bad debts                                         995            --            --              --           995
      Write down of assets to be disposed of                        1,600            --            --              --         1,600
      Equity in Subsidiary losses                                      --        97,859            --         (97,859)           --
  Changes in operating assets and liabilities:
      Accounts receivable                                          (4,627)          (10)           --              --        (4,637)
      Inventories                                                    (351)           --            --              --          (351)
      Prepaids and other assets                                       684            --           (17)             --           667
      Intercompany receivable/payable                                (577)          285           292              --            --
      Accounts payable - trade                                      1,410            --           (30)             --         1,380
      Accrued interest                                             13,151            --            24              --        13,175
      Accrued expenses                                             (5,777)          (30)           --              --        (5,807)
      Preconfirmation contingencies                                  (838)           --            --              --          (838)
      Due to affiliates                                            23,640            --           (86)             --        23,554
      Other current liabilities                                       226            --            --              --           226
                                                              -----------   -----------   -----------    ------------  ------------
          Net cash flows provided by
           (used in) operating activities                         (43,414)           --            53              --       (43,361)
                                                              -----------   -----------   -----------    ------------  ------------

Cash Flows From Investing Activities:
  Capital expenditures                                               (645)           --          (461)             --        (1,106)
  Increase in deferred charges and other assets                      (974)           --             1              --          (973)
                                                              -----------   -----------   -----------    ------------  ------------
          Net cash flows used in investing activities              (1,619)           --          (460)             --        (2,079)
                                                              -----------   -----------   -----------    ------------  ------------

Cash Flows From Financing Activities:
  Repayments of short-term borrowings - affiliate                 (10,350)           --            --              --       (10,350)
  Proceeds from notes payable - affiliate                          45,127            --           412              --        45,539
                                                              -----------   -----------   -----------    ------------  ------------
          Net cash flows provided by financing activities          34,777            --           412              --        35,189
                                                              -----------   -----------   -----------    ------------  ------------

Net increase (decrease) in cash and cash equivalents              (10,256)           --             5              --       (10,251)

Cash and cash equivalents, beginning of period                     34,681             4             2              --        34,687
                                                              -----------   -----------   -----------    ------------  ------------
Cash and cash equivalents, end of period                      $    24,425   $         4   $         7    $         --  $     24,436
                                                              ===========   ===========   ===========    ============  ============
</Table>


                                       22
<PAGE>


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

         As discussed in Note 7 to the Unaudited Condensed Consolidated
Financial Statements, we have restated our Unaudited Condensed Consolidated
Balance Sheet as of September 30, 2001 to reverse the quasi-reorganization
adjustment originally recognized on March 31, 2001. The accompanying
management's discussion and analysis should be read in light of that
restatement.

OVERVIEW

         The following discussion and analysis of our financial position and
operating results and our consolidated subsidiaries for the three and nine
months ended September 30, 2001 and 2000, 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, 2000.

         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 U.S. 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. After the date of our bankruptcy filing, 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 on the face
of the Condensed Consolidated Statements of Operations.


                                       23
<PAGE>
RESULTS OF OPERATIONS

         TOTAL NET REVENUES. For the three months ended September 30, 2001, net
revenues decreased $5.4 million (or 7.8%), while net revenues for the nine
months ended September 30, 2001 decreased by $3.1 million (or 1.6%) as compared
to the same period in the previous year. The following table reflects the
changes in revenues by category:

<Table>
<Caption>
                                             THREE MONTHS ENDED       NINE MONTHS ENDED
                                            INCREASE/ (DECREASE)     INCREASE/ (DECREASE)
                                           ----------------------   ----------------------
(IN THOUSANDS)                                 $           %            $           %
                                           ----------  ----------   ----------  ----------
<S>                                        <C>           <C>       <C>            <C>

Revenues:
  Casino                                   $ (5,482)       (8.3)%   $ (2,787)       (1.5)%
  Food and beverage                             468         8.7%         838         5.5%
  Retail, parking and other                     305        12.7%       1,133        15.8%
  Less - casino promotional allowances          656        13.4%       2,300        16.8%
                                           --------                 --------
      Total Net Revenues                   $ (5,365)       (7.8)%   $ (3,116)       (1.6)%
                                           --------                 --------
</Table>

         During the three and nine months ended September 30, 2001, casino
revenue decreased primarily due to decreased tourist and conventioneer traffic
in New Orleans, coupled with the effects on tourism of the terrorist attacks
which occurred in the United States on September 11.

         Food and beverage revenue increased during the three and nine months
ended September 30, 2001 primarily due to an increase in buffet pricing as well
as an increase in the number of covers served. Retail, parking, and other
revenue also increased during the three and nine months ended September 30, 2001
primarily due to increased parking revenues as a result of a change in
complimentary parking policies. This change also contributed, in part, to the
increases in casino promotional allowances. Increased internal customer
complimentaries related to beverage and meals also contributed to the increase.

         OPERATING EXPENSES. For the three and nine months ended September 30,
2001, operating expenses decreased by $25.6 million (or 28.8%) and $50.5 million
(or 19.5%), respectively, resulting in operating income of $621,000 for the
quarter and an operating loss of $17.6 million for the nine months ended
September 30, 2001. The following table reflects the changes in operating
expenses by category:

<Table>
<Caption>
                                             THREE MONTHS ENDED       NINE MONTHS ENDED
                                            INCREASE/ (DECREASE)     INCREASE/ (DECREASE)
                                           ----------------------   ----------------------
(IN THOUSANDS)                                 $           %            $           %
                                           ----------  ----------   ----------  ----------
<S>                                        <C>           <C>       <C>            <C>

Operating Expenses:
  Direct:
  Casino                                   $ (17,013)    (31.8)%    $ (32,696)    (20.6)%
    Food and beverage                           (174)     (4.1)%         (222)     (1.9)%
    Retail, parking and other                     48       5.5%            51       1.7%
  General and administrative                  (5,521)    (22.8)%       (6,807)    (10.4)%
  Depreciation and amortization               (2,941)    (48.1)%      (10,787)    (55.0)%
                                           ---------                ---------
    Total operating expenses               $ (25,601)    (28.8)%    $ (50,461)    (19.5)%
                                           =========                =========
</Table>

         Casino operating expenses decreased primarily due to decreases of $11.6
million and $11.7 million in our minimum payments to the Louisiana Gaming
Control Board during the second and third quarters of 2001, respectively. For a
discussion of the reduction in our annual minimum payments,


                                       24
<PAGE>



which became effective on April 1, 2001, refer to Note 1 to the financial
statements. The remaining decrease in casino operating expenses was primarily
due to decreased external complimentaries, lower labor costs related to
operational efficiencies achieved through improved staffing and scheduling
practices and reduced costs related to various broad-based marketing programs
and promotions.

         Food and beverage expenses remained relatively consistent as compared
to the same periods in the prior year. Retail, parking, and other expenses
remained relatively unchanged as compared to the same periods last year.

         General and administrative expenses decreased for the three and nine
months ended September 30, 2001 primarily due to negotiated price reductions
related to various administrative services provided by Harrah's Entertainment.
During the second and third quarters, we incurred charges of $832,000 and $1.0
million, respectively, relating to severance and contract termination costs.
Depreciation expense decreased in both periods due to the reduced basis of our
assets as a result of the provision for asset impairment recorded in December
2000.

         REORGANIZATION ITEMS. During the nine months ended September 30, 2001,
we incurred reorganization expenses of $101.0 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, issuance
costs related to the new debt and equity securities, and costs associated with
retention bonuses.

         OTHER INCOME (EXPENSE). For the three and nine months ended September
30, 2001 and 2000, we incurred interest charges of $2.6 million and $6.2
million, 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
debtor-in-possession loans made during the bankruptcy proceedings upon which
interest accrued through March 29, 2001, the effective date of our
reorganization. Subsequent to March 29, 2001, we incurred interest charges
related to our $35 million revolving credit facility and $124.5 million Senior
Notes due 2008.

         For the three and nine months ended September 30, 2001 and 2000, we
generated interest income of $137,000 and $403,000, respectively, attributable
primarily to overnight repurchase investments of balances in our operating and
capital reserve accounts.

         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.


                                       25
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

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

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

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

         WORKING CAPITAL FOR OPERATIONS. During the nine months ended September
30, 2001, net cash flow provided by operations was $3.1 million. During the nine
months ended September 30, 2000, net cash flow used in operations was $43.4
million. A number of our contractual agreements prior to our restructuring
contained provisions that allowed us to defer payment of certain operating
expenses to help minimize our use of funds in 2000. As of March 29, 2001, we had
deferred a total of $47.3 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. As of March 29, 2001, the outstanding balance under the
revolving line of credit was $25.0 million, including outstanding letters of
credit of $1.7 million.

         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 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.


                                       26
<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
new term notes due 2008 issued by our subsidiary, Jazz Casino Company, LLC, with
a face amount of $124.5 million and approximately 12.4 million shares of our
common stock. Additionally, we have 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 new term notes (the "Senior Notes") provide for quarterly interest
payments at a rate equal to LIBOR plus 2.75% annually. During the first year 50%
of the interest payments on the notes may be paid in kind at the borrower's
option. As of November 12, 2001, we have paid $2.3 million in cash interest and
paid $2.2 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 Operating
Company 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
November 12, 2001, 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 will receive 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, the City of New Orleans has agreed to reduce the payments
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 extended by 30 days. On August 15 the Special Development
Projects Committee of the City Council recommended reductions to the Council
with which we disagreed. Subsequently, we filed a motion with the Bankruptcy
Court asking it to review the proposed reductions for their consistency with our
plan of reorganization. To date both a vote of the Council on the proposed


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<PAGE>


reductions and the hearing on the motion have been continued by agreement of the
parties. There is no certainty that the reduction will ever be obtained.

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

         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") for
the three months ended September 30, 2001 was $3.9 million as compared to a
negative $13.4 million in the three months ended September 30, 2000. The
improvement in EBITDA is related primarily to the decrease in the minimum
payment to the State of Louisiana of $11.7 million for this period, accompanied
by 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. For the six months ended
September 30, 2001, Adjusted EBITDAM was $51.2 million.

         CAPITAL EXPENDITURES. Pursuant to our 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


                                       28
<PAGE>


opening, and 2% of the gross revenues of the casino for each fiscal year
thereafter. As of September 30, 2001, we had deposited $6.3 million into the
interest-bearing capital reserve account and expended approximately $4.6
million.

         On August 8, 2001 we received notice from Rivergate Development
Corporation alleging that Jazz Casino had failed to perform a material term of
our Ground Lease in connection with the nature of expenditures charged to the
capital replacement fund. We believe we are in full compliance with the capital
replacement fund requirements, and are in the process of attempting to resolve
the disagreements with the City and the Rivergate Development Corporation.
Although no assurances can be given as to the outcome of such disagreement, we
do not expect that the final outcome of this matter will materially and
adversely affect our results of operations, cash flows, or financial condition.

         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 such expansion to begin in early 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 $1.7 million through September 30, 2001
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
intend to consider revising 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. Prior to our reorganization we had
arranged to borrow up to $2 million from a subsidiary of Harrah's Entertainment
to fund these items. Our borrowings under this arrangement were subject to
interest at 9% per year, which, at our option, was paid in kind. As of March 29,
2001, we had borrowed $1.7 million under this loan, which debt was eliminated on
the effective date of our plan of reorganization. We presented a preliminary
master plan governing the use of the second floor of the casino to the City of
New Orleans on February 22, 2000 and are currently updating that plan and
considering alternatives for financing of the remainder of this development.
Without sufficient 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 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, and we plan to use these funds for development needs,
including second floor development, subject to any limitations imposed by our
financing documents. These funds, however, are not sufficient to complete
development of the second floor.


                                       29
<PAGE>


         We also own the city block of historical buildings across the street
from the casino and its garages, which we have planned to either sell or to
develop into other entertainment uses that support the casino. At this time, we
have not completed our plans and have not obtained financing for this
development.

         CAPITAL RESOURCES FOR CONSTRUCTION PROJECTS. From October 30, 1998
until the casino's opening on October 28, 1999, our principal capital
requirements related to constructing the casino. As of September 30, 2001, all
construction and pre-opening invoices had been paid. However, there are several
remaining unresolved creditor claims from the 1995 bankruptcy of our
predecessor, Harrah's Jazz Company. These claims total approximately $2 million
and the funds we estimate to be necessary to settle the claims have been set
aside.

         RECENTLY ISSUED PRONOUNCEMENTS. In the first quarter of 2001, the
Emerging Issues Task Force ("EITF") reached a consensus on certain issues in
EITF 00-22 "Accounting for "Points" and Certain Other Time-Based Sales Incentive
Offers, and Offers for Free Products or Services to Be Delivered in the Future."
EITF 00-22 requires that cash rebates or refunds be shown as a reduction of
revenues effective for quarters ending after February 15, 2001. We adopted the
consensus provisions of EITF 00-22 in the first quarter of 2001. To be
consistent with the 2001 presentation, various "cash back" rewards, previously
shown as casino expenses, were reclassified as a reduction of net revenues in
2000. This did not have any effect on previously reported operating income or
net income. The cash back rewards for the three and nine months ended September
30, 2001 were $239,000 and $1.5 million, respectively. The cash back rewards for
the three and nine months ended September 30, 2000 were $764,000 and $3.0
million, respectively.

         The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards ("SFAS") No. 141 "Business Combinations" and No.
142 "Goodwill and Other Intangible Assets." Both statements were issued in June
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. We are evaluating the impact of the adoption of those standards and have
not yet determined the effect of adoption on our financial position and results
of operations.

         SFAS No. 143, "Accounting for Asset Retirement Obligations", and SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", were
issued during June and August 2001, respectively. Management does not believe
these Standards will have a significant impact to the Company.

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.


                                       30
<PAGE>


         We have a significant amount of indebtedness, which accrues interest at
variable rates. As of September 30, 2001, the aggregate amount of our
outstanding indebtedness was $125.7 million. The interest rate of our variable
rate indebtedness will fluctuate with changes in the base rate and the LIBOR
rate applicable under our credit agreement. A change in either the base rate or
LIBOR under our credit agreement will affect the interest rate at which
indebtedness outstanding under the credit agreement accrues. As a result, a
significant increase in either the base rate or 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
$629,000 annualized increase or decrease in interest expense based on the
outstanding balance of our variable rate indebtedness as of September 30, 2001.








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<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         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. Since
filing, the matter was removed to the United States District Court for the
Eastern District of Louisiana. Plaintiffs have filed a Motion to Remand the
lawsuit to state court, which is currently pending. 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 lawsuit, and consequently,
we cannot reasonably predict at this time whether the final outcome of these
matters will materially and adversely affect our results of operations, cash
flows, or financial condition.

ITEM 5. OTHER INFORMATION

         Fred Burford resigned as our President and Chief Executive Officer
effective July 15, 2001. Our board of directors named Paul Debban to replace Mr.
Burford as President of JCC Holding Company and Jazz Casino Company, LLC, and
named Preston Smart to serve as President of JCC Canal Development, LLC, JCC
Fulton Development, LLC and JCC Development, LLC. The Louisiana Gaming Control
Board has found Messrs. Debban and Smart suitable, and they are now serving as
directors and as Presidents of the respective entities. Messrs. Debban and Smart
do not receive a salary but the Compensation Committee has approved compensation
for them in the form of stock options.

         On July 19, 2001, we filed with the Securities and Exchange Commission
a Form 8-A registering our new common stock under the Securities and Exchange
Act of 1934 (SEC File No. 0-33007). The Form 8-A was effective upon filing.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

                  None

         (b)      Reports on Form 8-K.

                  (1) On July 18, 2001, we filed a Current Report on Form 8-K
                  announcing the elimination of approximately 5% of our
                  workforce as part of our strategic realignment designed to
                  reduce costs. The date of the earliest event reported was July
                  17, 2001.






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                                   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: January 31, 2002       By: /s/ Paul D. Debban
                                 -----------------------------------------------
                                 Paul D. Debban, President
                                 (Principal Executive Officer of the Registrant)



Date: January 31, 2002       By: /s/ L. Camille Fowler
                                 -----------------------------------------------
                                 L. Camille Fowler, Vice President-Finance,
                                 Treasurer and Secretary
                                 (Principal Financial and Chief Accounting
                                 Officer and Duly Authorized Officer)














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