<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                            JUNE 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
August 13, 2001 was 12,386,200.


<PAGE>


                      JCC HOLDING COMPANY AND SUBSIDIARIES
                                  JUNE 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
              June 30, 2001 (Restated) and December 31, 2000 (Unaudited)             3

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

          Condensed Consolidated Statements of Cash Flows for the
              Six Months Ended June 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                                   21

          Item 3. Quantitative and Qualitative Disclosures About Market Risk        27

PART II OTHER INFORMATION                                                           28

          Item 5. Other Information                                                 28

          Item 6. Exhibits and Reports on Form 8-K                                  28

SIGNATURES                                                                          29
</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 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 and an increasingly
         competitive regional gaming marketplace where we also compete with
         other entertainment alternatives, particularly in the City of New
         Orleans where we are located.

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
                       June 30, 2001 and December 31, 2000
                                   (Unaudited)
                      (In thousands, except per share data)

<Table>
<Caption>
                                                                                 June 30, 2001
                                                                              (Restated-See Note 7)  December 31, 2000
                                                                              ---------------------  -----------------
<S>                                                                           <C>                    <C>
                     ASSETS

Current Assets:
Cash and cash equivalents (includes restricted
    cash of $2,923 and $2,113, respectively)                                       $     27,314         $     26,626
Accounts receivable, net of allowance for doubtful
    accounts of $2,911 and $1,958, respectively                                           3,427                6,272
Inventories                                                                                 649                  685
Prepaids and other assets                                                                 3,494                3,678
Property available for sale                                                               4,831                4,831
                                                                                   ------------         ------------
            Total current assets                                                         39,715               42,092
                                                                                   ------------         ------------
Property and Equipment:
    Buildings on leased land                                                            129,018              128,936
    Furniture, fixtures and equipment                                                    26,674               22,492
    Property held for development                                                        10,702               10,689
    Leasehold improvements                                                                  284                  245
    Construction in progress                                                                 88                   89
                                                                                   ------------         ------------
            Total                                                                       166,766              162,451
    Less - accumulated depreciation                                                     (30,203)             (25,561)
                                                                                   ------------         ------------
            Net property and equipment                                                  136,563              136,890
                                                                                   ------------         ------------

Other Assets:
    Deferred operating contract cost, net of accumulated
        amortization of $3,810 and $3,269, respectively                                  24,995               25,536
    Lease prepayment, net of accumulated
        amortization of $949 and $816, respectively                                       6,179                6,312
    Deferred charges and other, net of accumulated
        amortization of $1,951 and $1,567, respectively                                  10,510               10,631
                                                                                   ------------         ------------
             Total other assets                                                          41,684               42,479
                                                                                   ------------         ------------
             Total Assets                                                          $    217,962         $    221,461
                                                                                   ============         ============

               LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Short-term borrowings                                                          $         --         $     23,250
    Accounts payable - trade                                                              1,967                  844
    Accrued interest                                                                         --                7,025
    Accrued expenses                                                                     15,260               12,301
    Due to affiliates                                                                     4,857               64,806
    Preconfirmation contingencies                                                         3,980                2,212
    Other                                                                                 1,652                1,977
                                                                                   ------------         ------------
            Total current liabilities                                                    27,716              112,415
                                                                                   ------------         ------------
Long-term debt, net of discount (including debt to affiliates of $42,573
       and $31,947, respectively)                                                       102,660              396,412
Due to affiliates                                                                            --               20,968
Other long-term liabilities                                                                 397                  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                                                                (326,085)            (417,045)
                                                                                   ------------         ------------
            Total stockholders' equity (deficit)                                         87,189             (308,673)
                                                                                   ------------         ------------
            Total Liabilities and Stockholders' Equity (Deficit)                   $    217,962         $    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 Six Months Ended June 30, 2001 and 2000
                                   (Unaudited)
                        (In thousands, except share data)

<Table>
<Caption>
                                                                      Three Months Ended               Six Months Ended
                                                                 ----------------------------    ----------------------------
                                                                     2001            2000            2001            2000
                                                                 ------------    ------------    ------------    ------------
<S>                                                              <C>             <C>             <C>             <C>
Revenues:
    Casino                                                       $     60,095    $     60,265    $    121,455    $    118,760
    Food and beverage                                                   5,098           4,978          10,361           9,991
    Retail, parking and other                                           2,845           2,572           5,598           4,770
    Less - casino promotional allowances                               (4,979)         (4,091)        (10,464)         (8,819)
                                                                 ------------    ------------    ------------    ------------
        Total Net Revenues                                             63,059          63,724         126,950         124,702
                                                                 ------------    ------------    ------------    ------------

Operating Expenses:
    Direct:
        Casino                                                         36,761          51,962          89,721         105,404
        Food and beverage                                               3,819           3,867           7,668           7,717
        Retail, parking and other                                         870             967           2,127           2,124
    General and administrative                                         19,065          20,399          39,955          41,240
    Depreciation and amortization                                       3,122           7,602           5,653          13,499
                                                                 ------------    ------------    ------------    ------------
        Total operating expenses                                       63,637          84,797         145,124         169,984
                                                                 ------------    ------------    ------------    ------------

Operating Loss                                                           (578)        (21,073)        (18,174)        (45,282)
                                                                 ------------    ------------    ------------    ------------

Reorganization Expenses                                                  (600)             --        (101,029)             --

Other income (expense):
    Interest expense, net of capitalized interest                      (2,930)        (11,138)         (3,551)        (21,805)
    Interest and other income                                              75              86             266             212
                                                                 ------------    ------------    ------------    ------------
        Total other income (expense)                                   (2,855)        (11,052)         (3,285)        (21,593)
                                                                 ------------    ------------    ------------    ------------

Loss Before Extraordinary Item:                                        (4,033)        (32,125)       (122,488)        (66,875)

    Extraordinary gain on early extinguishment of debt                     --              --         213,448              --
                                                                 ------------    ------------    ------------    ------------
Net Income (Loss)                                                $     (4,033)   $    (32,125)   $     90,960    $    (66,875)
                                                                 ============    ============    ============    ============

Per Share Data:
    Loss before extraordinary item                               $      (0.33)   $      (3.16)   $      (9.89)   $      (6.60)

        Extraordinary gain on early extinguishment of debt                 --              --    $      17.23              --
                                                                 ------------    ------------    ------------    ------------
    Basic Net Income (Loss)                                      $      (0.33)   $      (3.16)   $       7.34    $      (6.60)
                                                                 ============    ============    ============    ============

    Weighted Average Shares Outstanding                            12,386,200      10,164,234      12,386,200      10,127,585
                                                                 ============    ============    ============    ============
</Table>

See Notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>


                      JCC HOLDING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Six Months Ended June 30, 2001 and 2000
                                   (Unaudited)
                                 (In thousands)

<Table>
<Caption>
                                                                                           June 30, 2001  June 30, 2000
                                                                                           -------------  -------------
<S>                                                                                        <C>            <C>
Cash Flows From Operating Activities:
    Net income (loss)                                                                        $   90,960    ($  66,875)
    Adjustments to reconcile net income (loss) to net cash used in operating activities:
        Depreciation and amortization                                                             5,653        13,499
        Amortization of note discount                                                            90,884         2,515
        Amortization of unearned compensation                                                        --           110
        Extraordinary gain on early extinguishment of debt                                     (213,448)           --
        Deferred rent                                                                               292           847
        Provision for bad debts                                                                   1,057           564
    Changes in operating assets and liabilities:
        Accounts receivable                                                                       1,788          (941)
        Inventories                                                                                  36          (136)
        Prepaids and other assets                                                                   184           365
        Accounts payable - trade                                                                  1,123           469
        Accrued interest                                                                             --        11,507
        Accrued expenses                                                                          2,960        (7,504)
        Preconfirmation contingencies                                                               (21)         (826)
        Due to affiliates                                                                        12,918        14,113
        Other current liabilities                                                                  (325)         (105)
    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                                                          (8,926)           --
                                                                                             ----------    ----------
           Net cash flows used in operating activities                                           (4,150)      (32,398)
                                                                                             ----------    ----------
Cash Flows From Investing Activities:
    Capital expenditures                                                                           (643)       (1,747)
    Increase in deferred charges and other assets                                                  (264)         (657)
                                                                                             ----------    ----------
            Net cash flows used in investing activities                                            (907)       (2,404)
                                                                                             ----------    ----------
Cash Flows From Financing Activities:
    Net short-term borrowings (repayments) from affiliate                                            --       (15,600)
    Net proceeds (repayments) of notes payable - affiliate                                        5,745        38,679
                                                                                             ----------    ----------
            Net cash flows provided by financing activities                                       5,745        23,079
                                                                                             ----------    ----------
Net increase (decrease) in cash and cash equivalents                                                688       (11,723)

Cash and cash equivalents, beginning of period                                                   26,626        34,687
                                                                                             ----------    ----------
Cash and cash equivalents, end of period                                                     $   27,314    $   22,964
                                                                                             ==========    ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for:
            Interest                                                                         $    1,476    $    5,522
    Noncash investing and financing activities:
            Increase in long-term debt for payment-in-kind interest payments                 $    1,191    $    7,146
            Capitalized interest                                                             $        2    $       66
            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 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 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.

         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 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.


                                       6
<PAGE>


This gain arises from the discharge of $317.0 million of outstanding principal
and interest due to non-affiliates under our senior subordinated notes with
contingent payments due 2009, bank term loans, and convertible junior
subordinated debentures, in exchange for new debt and equity securities with a
fair value of $103.6 million. In addition, the cancellation of affiliate debt
and other obligations resulted in an increase of $304.8 million to additional
paid in capital as of the effective date of our reorganization. We did not meet
the requirements to utilize fresh start reporting. Therefore, in accordance with
Statement of Position 90-7: "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code," our liabilities compromised by the confirmed plan of
reorganization have been stated at the present value of the amounts to be paid,
reorganization expenses have been separately disclosed and the forgiveness of
debt has been reported as an adjustment to additional paid in capital and an
extraordinary item 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 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. As of August
13, there has been no reduction designated by the City or the Rivergate
Development Corporation.

         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 the 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


                                       7
<PAGE>


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 adjusted earnings before interest, income taxes,
depreciation, amortization and management fees ("EBITDAM") of not less than 85%
for 2001, 84% for 2002, and 83% for 2003 and thereafter, of the adjusted EBITDAM
forecast by the manager. 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.

         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 three and six months ended June 30,
2001, we incurred reorganization expenses of $600,000 and $101.0 million,
respectively. 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 consist 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 six months ended June 30,
2001 were $398,000 and $1.3 million, respectively. The cash back rewards for the
three and six months ended June 30, 2000 were $590,000 and $2.2 million,
respectively.

         The Financial Accounting Standards Board has approved for issuance
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-interest 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.

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


                                       8
<PAGE>


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 new revolving credit facility
is 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 August 13, 2001,
there were no outstanding borrowings although outstanding letters of credit
totaling $400,000 have been issued under this revolving credit facility. There
is also a $400,000 letter of credit issued under the old revolving credit
facility, which has not yet expired.

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. On June 30, 2001, we paid $1.2 million in cash interest
and paid $1.2 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 a wholly owned subsidiary
of Harrah's Entertainment, which has a minority ownership interest in us and a
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;
    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 or any of its
affiliates is


                                       9
<PAGE>


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 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).


                                       10
<PAGE>


         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, 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.

         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.


                                       11
<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 six-month periods ended June
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 six-month periods ended June 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 JUNE 30, 2001:
    Common stock                                $     124           $     124
    Additional paid-in capital                     91,098             413,150
    Accumulated deficit                            (4,033)           (326,085)
                                                ---------           ---------
        Total stockholders' equity              $  87,189           $  87,189
                                                =========           =========
</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 June 30, 2001 and December 31, 2000, and for the three and six months ended
June 30, 2001 and 2000:



                                       12
<PAGE>


                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATING BALANCE SHEET
                                  June 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                                      $  27,286   $      13      $      15   $      --      $  27,314
    Accounts receivable, net of allowance for doubtful accounts        3,427          --             --          --          3,427
    Intercompany receivables                                           2,055          --             --      (2,055)            --
    Inventories                                                          649          --             --          --            649
    Prepaids and other assets                                          3,391          --            103          --          3,494
    Property available for sale                                           --          --          4,831          --          4,831
                                                                   ---------   ---------      ---------   ---------      ---------
        Total current assets                                          36,808          13          4,949      (2,055)        39,715
                                                                   ---------   ---------      ---------   ---------      ---------
Property and Equipment:
    Buildings on leased land                                         129,018          --             --          --        129,018
    Furniture, fixtures and equipment                                 26,674          --             --          --         26,674
    Property held for development                                         --          --         10,702          --         10,702
    Leasehold improvements                                               284          --             --          --            284
    Construction in progress                                              61          --             27          --             88
                                                                   ---------   ---------      ---------   ---------      ---------
        Total                                                        156,037          --         10,729          --        166,766
    Less - accumulated depreciation                                  (30,203)         --             --          --        (30,203)
                                                                   ---------   ---------      ---------   ---------      ---------
        Net property and equipment                                   125,834          --         10,729          --        136,563
                                                                   ---------   ---------      ---------   ---------      ---------
Other Assets:
    Deferred operating contract cost, net of accumulated
        amortization                                                  24,995          --             --          --         24,995
    Lease prepayment, net of accumulated amortization                  6,179          --             --          --          6,179
    Deferred charges and other, net of accumulated
        amortization                                                  10,471          --             39          --         10,510
    Investment in Subsidiaries                                            --      88,039             --     (88,039)            --
                                                                   ---------   ---------      ---------   ---------      ---------
                Total other assets                                    41,645      88,039             39     (88,039)        41,684
                                                                   ---------   ---------      ---------   ---------      ---------
                        TOTAL ASSETS                               $ 204,287   $  88,052      $  15,717   $ (90,094)     $ 217,962
                                                                   =========   =========      =========   =========      =========

    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
    Short-term borrowings                                          $      --   $      --      $      --   $      --      $      --
    Accounts payable - trade                                           1,967          --             --          --          1,967
    Accrued interest                                                      --          --             --          --             --
    Accrued expenses                                                  15,244          15              1          --         15,260
    Due to affiliates                                                  4,857          --             --          --          4,857
    Intercompany payables                                                 --         848          1,207      (2,055)            --
    Preconfirmation contingencies                                      3,980          --             --          --          3,980
    Other                                                              1,652          --             --          --          1,652
                                                                   ---------   ---------      ---------   ---------      ---------
            Total current liabilities                                 27,700         863          1,208      (2,055)        27,716
                                                                   ---------   ---------      ---------   ---------      ---------
Long-term debt, net of discount                                      102,660          --             --          --        102,660

Due to affiliates                                                         --          --             --          --             --
Other long-term liabilities                                              397          --             --          --            397

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
                                                                    (324,620)   (326,085)          (357)    324,977       (326,085)
                                                                   ---------   ---------      ---------   ---------      ---------
            Total stockholders' equity (deficit)                      73,530      87,189         14,509     (88,039)        87,189
                                                                   ---------   ---------      ---------   ---------      ---------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       $ 204,287   $  88,052      $  15,717   $ (90,094)     $ 217,962
                                                                   =========   =========      =========   =========      =========
</Table>



                                       13
<PAGE>
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEETS
                                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 interest                                                      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>


                                       14
<PAGE>


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


<Table>
<Caption>
                                                              JAZZ          JCC
                                                             CASINO        HOLDING      GUARANTOR                 CONSOLIDATED
                                                            COMPANY        COMPANY    SUBSIDIARIES  ELIMINATIONS      TOTAL
                                                           ----------    ----------   ------------  ------------  ------------
<S>                                                        <C>           <C>          <C>           <C>           <C>

Revenues:
      Casino                                               $   60,095    $       --    $       --    $       --    $   60,095
      Food and beverage                                         5,098            --            --            --         5,098
      Retail, parking and other                                 2,842            --             3            --         2,845
      Less: casino promotional allowances                      (4,979)           --            --            --        (4,979)
                                                           ----------    ----------    ----------    ----------    ----------
            Total Net Revenues                                 63,056            --             3            --        63,059
                                                           ----------    ----------    ----------    ----------    ----------

Operating Expenses:
      Direct
            Casino                                             36,761            --            --            --        36,761
            Food and beverage                                   3,819            --            --            --         3,819
            Retail, parking and other                             870            --            --            --           870
      General and administrative                               18,986            25            54            --        19,065
      Depreciation and amortization                             3,121            --             1            --         3,122
      Equity in Subsidiary losses                                  --         4,008            --        (4,008)           --
                                                           ----------    ----------    ----------    ----------    ----------
            Total operating expenses                           63,557         4,033            55        (4,008)       63,637
                                                           ----------    ----------    ----------    ----------    ----------

Operating Income (Loss)                                          (501)       (4,033)          (52)        4,008          (578)

Reorganization Expenses                                          (600)           --            --            --          (600)

Other income (expenses):
      Interest expense, net of capitalized interest            (2,930)           --            --            --        (2,930)
      Interest and other income                                    75            --            --            --            75
                                                           ----------    ----------    ----------    ----------    ----------
            Total other income (expenses)                      (2,855)           --            --            --        (2,855)
                                                           ----------    ----------    ----------    ----------    ----------

Net Income (Loss)                                          $   (3,956)   $   (4,033)   $      (52)   $    4,008    $   (4,033)
                                                           ==========    ==========    ==========    ==========    ==========
</Table>




                                       15
<PAGE>


                      JCC HOLDING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30, 2000
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                                 JAZZ         JCC
                                                                CASINO       HOLDING      GUARANTOR                 CONSOLIDATED
                                                               COMPANY       COMPANY    SUBSIDIARIES  ELIMINATIONS      TOTAL
                                                             ----------    ----------   ------------  ------------  ------------
<S>                                                          <C>           <C>          <C>           <C>           <C>
Revenues:
        Casino                                               $   60,265    $       --    $       --    $       --    $   60,265
        Food and beverage                                         4,978            --            --            --         4,978
        Retail, parking and other                                 2,568            --             4            --         2,572
        Less: casino promotional allowances                      (4,091)           --            --            --        (4,091)
                                                             ----------    ----------    ----------    ----------    ----------
                Total Net Revenues                               63,720            --             4            --        63,724
                                                             ----------    ----------    ----------    ----------    ----------

Operating Expenses:
        Direct
                Casino                                           51,962            --            --            --        51,962
                Food and beverage                                 3,867            --            --            --         3,867
                Retail, parking and other                           967            --            --            --           967
        General and administrative                               20,250            95            54            --        20,399
        Depreciation and amortization                             7,601            --             1            --         7,602
        Equity in Subsidiary losses                                  --        32,029            --       (32,029)           --
                                                             ----------    ----------    ----------    ----------    ----------
                Total operating expenses                         84,647        32,124            55       (32,029)       84,797
                                                             ----------    ----------    ----------    ----------    ----------

Operating Income (Loss)                                         (20,927)      (32,124)          (51)       32,029       (21,073)

Other income (expenses):
        Interest expense, net of capitalized interest           (11,138)           --            --            --       (11,138)
        Interest and other income                                    85            --             1            --            86
                                                             ----------    ----------    ----------    ----------    ----------
                Total other income (expenses)                   (11,053)           --             1            --       (11,052)
                                                             ----------    ----------    ----------    ----------    ----------

Net Income (Loss)                                            $  (31,980)   $  (32,124)   $      (50)   $   32,029    $  (32,125)
                                                             ==========    ==========    ==========    ==========    ==========
</Table>


                                       16
<PAGE>


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

<Table>
<Caption>
                                                               JAZZ         JCC
                                                              CASINO       HOLDING        GUARANTOR                   CONSOLIDATED
                                                             COMPANY       COMPANY      SUBSIDIARIES   ELIMINATIONS       TOTAL
                                                          ------------   ------------   ------------   ------------   ------------
<S>                                                       <C>            <C>            <C>            <C>            <C>

Revenues:
        Casino                                            $    121,455   $         --   $         --   $         --   $    121,455
        Food and beverage                                       10,361             --             --             --         10,361
        Retail, parking and other                                5,593             --              5             --          5,598
        Less: casino promotional allowances                    (10,464)            --             --             --        (10,464)
                                                          ------------   ------------   ------------   ------------   ------------
                Total Net Revenues                             126,945             --              5             --        126,950
                                                          ------------   ------------   ------------   ------------   ------------

Operating Expenses:
        Direct
                Casino                                          89,721             --             --             --         89,721
                Food and beverage                                7,668             --             --             --          7,668
                Retail, parking and other                        2,127             --             --             --          2,127
        General and administrative                              39,774             75            106             --         39,955
        Depreciation and amortization                            5,651             --              2             --          5,653
        Equity in Subsidiary losses                                 --        (91,035)            --         91,035             --
                                                          ------------   ------------   ------------   ------------   ------------
                Total operating expenses                       144,941        (90,960)           108         91,035        145,124
                                                          ------------   ------------   ------------   ------------   ------------

Operating Income (Loss)                                        (17,996)        90,960           (103)       (91,035)       (18,174)

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

Other income (expenses):
        Interest expense, net of capitalized interest           (3,551)            --             --             --         (3,551)
        Interest and other income                                  266             --             --             --            266
                                                          ------------   ------------   ------------   ------------   ------------
                Total other income (expenses)                   (3,285)            --             --             --         (3,285)
                                                          ------------   ------------   ------------   ------------   ------------

Loss before extraordinary items:                              (122,310)        90,960           (103)       (91,035)      (122,488)

        Extraordinary gain on early extinguishment             213,448             --             --             --        213,448

                                                          ------------   ------------   ------------   ------------   ------------
Net Income (Loss)                                         $     91,138   $     90,960   $       (103)  $    (91,035)  $     90,960
                                                          ============   ============   ============   ============   ============
</Table>


                                       17
<PAGE>


                      JCC HOLDING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                               JAZZ          JCC
                                                              CASINO       HOLDING        GUARANTOR                   CONSOLIDATED
                                                             COMPANY       COMPANY      SUBSIDIARIES   ELIMINATIONS       TOTAL
                                                          ------------   ------------   ------------   ------------   ------------
<S>                                                       <C>            <C>            <C>            <C>            <C>
Revenues:
        Casino                                            $    118,760   $         --   $         --   $         --   $    118,760
        Food and beverage                                        9,991             --             --             --          9,991
        Retail, parking and other                                4,764             --              6             --          4,770
        Less: casino promotional allowances                     (8,819)            --             --             --         (8,819)
                                                          ------------   ------------   ------------   ------------   ------------
                Total Net Revenues                             124,696             --              6             --        124,702
                                                          ------------   ------------   ------------   ------------   ------------

Operating Expenses:
        Direct
                Casino                                         105,404             --             --             --        105,404
                Food and beverage                                7,717             --             --             --          7,717
                Retail, parking and other                        2,124             --             --             --          2,124
        General and administrative                              40,876            251            113             --         41,240
        Depreciation and amortization                           13,497             --              2             --         13,499
        Equity in Subsidiary losses                                 --         66,624             --        (66,624)            --
                                                          ------------   ------------   ------------   ------------   ------------
                Total operating expenses                       169,618         66,875            115        (66,624)       169,984
                                                          ------------   ------------   ------------   ------------   ------------

Operating Income (Loss)                                        (44,922)       (66,875)          (109)        66,624        (45,282)

Other income (expenses):
        Interest expense, net of capitalized interest          (21,805)            --             --             --        (21,805)
        Interest and other income                                  210             --              2             --            212
                                                          ------------   ------------   ------------   ------------   ------------
                Total other income (expenses)                  (21,595)            --              2             --        (21,593)
                                                          ------------   ------------   ------------   ------------   ------------

Net Income (Loss)                                         $    (66,517)  $    (66,875)  $       (107)  $     66,624   $    (66,875)
                                                          ============   ============   ============   ============   ============
</Table>


                                       18
<PAGE>
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 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)                                            $91,138   $90,960      $  (103)     $(91,035)    $90,960
    Adjustments to reconcile net income (loss) to net cash
        provided by (used in) operating activities:
        Depreciation and amortization                              5,651        --            2           --        5,653
        Amortization of note discount                             90,884        --           --           --       90,884
        Extraordinary gain on early extinguishment of debt      (213,448)       --           --           --      (213,448)
        Deferred rent                                                292        --           --           --          292
        Provision for bad debts                                    1,057        --           --           --        1,057
        Equity in Subsidiary losses                                   --   (91,035)          --       91,035           --
    Changes in operating assets and liabilities:
        Accounts receivable                                        1,787        --            1           --        1,788
        Inventories                                                   36        --           --           --           36
        Prepaids and other assets                                    287        --         (103)          --          184
        Intercompany receivable/payable                             (309)       90          219           --           --
        Accounts payable - trade                                   1,123        --           --           --        1,123
        Accrued interest                                              --        --           --           --           --
        Accrued expenses                                           2,976       (16)          --           --        2,960
        Preconfirmation contingencies                                (21)       --           --           --          (21)
        Due to affiliates                                         12,918        --           --           --       12,918
        Other current liabilities                                   (325)       --           --           --         (325)
    Charges due to reorganization activities:
        Reorganization costs, excluding amortization of note
          discount of $90,314                                     10,715        --           --           --       10,715
        Payment of reorganization costs                           (8,926)       --           --           --       (8,926)
                                                                 -------   -------      -------      -------      -------
            Net cash flows provided by (used in) operating
              activities                                          (4,165)       (1)          16           --       (4,150)
                                                                 -------   -------      -------      -------      -------

Cash Flows From Investing Activities:
    Capital expenditures                                            (630)       --          (13)          --         (643)
    Increase in deferred charges and other assets                   (266)       --            2           --         (264)
                                                                 -------   -------      -------      -------      -------
            Net cash flows used in investing activities             (896)       --          (11)          --         (907)
                                                                 -------   -------      -------      -------      -------

Cash Flows From Financing Activities:
    Net short-term borrowings (repayments) from affiliate             --        --           --           --           --
    Net proceeds (repayments) of 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                 684        (1)           5           --          688

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

                                                                 -------   -------      -------      -------      -------
Cash and cash equivalents, end of period                         $27,286   $    13      $    15      $    --      $27,314
                                                                 =======   =======      =======      =======      =======
</Table>


                                       19
<PAGE>
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 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)                                           $ (66,517)  $ (66,875)  $    (107)    $  66,624   $ (66,875)
   Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
      Depreciation and amortization                               13,497          --           2            --      13,499
      Amortization of note discount                                2,515          --          --            --       2,515
      Amortization of unearned compensation                            6         104          --            --         110
      Deferred rent                                                  847          --          --            --         847
      Provision for bad debts                                        564          --          --            --         564
      Equity in Subsidiary losses                                     --      66,624          --       (66,624)         --
   Changes in operating assets and liabilities:
      Accounts receivable                                           (923)         --         (18)           --        (941)
      Inventories                                                   (136)         --          --            --        (136)
      Prepaids and other assets                                      399          --         (34)           --         365
      Intercompany receivable/payable                               (569)        235         334            --          --
      Accounts payable - trade                                       509          --         (40)           --         469
      Accrued interest                                            11,507          --          --            --      11,507
      Accrued expenses                                            (7,416)        (88)         --            --      (7,504)
      Preconfirmation contingencies                                 (826)         --          --            --        (826)
      Due to affiliates                                           14,176          --         (63)           --      14,113
      Other current liabilities                                     (105)         --          --            --        (105)
                                                               ---------   ---------   ---------     ---------   ---------
         Net cash flows provided by (used in)
           operating activities                                  (32,472)         --          74            --     (32,398)
                                                               ---------   ---------   ---------     ---------   ---------

Cash Flows From Investing Activities:
   Capital expenditures                                           (1,323)         --        (424)           --      (1,747)
   Increase in deferred charges and other assets                    (657)         --          --            --        (657)
                                                               ---------   ---------   ---------     ---------   ---------
         Net cash flows used in investing activities              (1,980)         --        (424)           --      (2,404)
                                                               ---------   ---------   ---------     ---------   ---------

Cash Flows From Financing Activities:
   Net short-term borrowings (repayments) from affiliate         (15,600)         --          --            --     (15,600)
   Net proceeds (repayments) of notes payable - affiliate         38,343          --         336            --      38,679
                                                               ---------   ---------   ---------     ---------   ---------
         Net cash flows provided by financing activities          22,743          --         336            --      23,079
                                                               ---------   ---------   ---------     ---------   ---------

Net decrease in cash and cash equivalents                        (11,709)         --         (14)           --     (11,723)

Cash and cash equivalents, beginning of period                    34,681           4           2            --      34,687
                                                               ---------   ---------   ---------     ---------   ---------
Cash and cash equivalents, end of period                       $  22,972   $       4   $     (12)    $      --   $  22,964
                                                               =========   =========   =========     =========   =========
</Table>


                                       20
<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 June 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 six months
ended June 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. L.L.C., JCC Development
Company, L.L.C., JCC Canal Development, L.L.C. and JCC Fulton Development,
L.L.C. 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
until our plan of reorganization was consummated.

         Our plan of reorganization, which was approved by the bankruptcy court
on March 19, 2001, and was consummated on March 29, 2001 (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 our 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. In addition, the cancellation of affiliate debt
and other obligations resulted in an increase to additional paid in capital as
of the Effective Date.

         Upon our emergence from bankruptcy, we did not meet the requirements to
utilize fresh start reporting. Therefore, in accordance with Statement of
Position 90-7: "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code," our liabilities compromised by the confirmed plan of
reorganization have been stated at the present value of the amounts to be paid,
reorganization expenses have been separately disclosed and the forgiveness of
debt has been reported as an adjustment to additional paid in capital and an
extraordinary item on the face of the Condensed Consolidated Statements of
Operations.


                                       21
<PAGE>


RESULTS OF OPERATIONS

         TOTAL NET REVENUES. For the three months ended June 30, 2001, net
revenues decreased $665,000 (or 1.0%), while net revenues for the six months
ended June 30, 2001 increased by $2.2 million (or 1.8%) 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       SIX MONTHS ENDED
                                              INCREASE/(DECREASE)     INCREASE/(DECREASE)
                                              -------------------     -------------------
(IN THOUSANDS)                                   $          %             $         %
                                              -------   ---------     --------   --------
<S>                                           <C>       <C>           <C>        <C>

Revenues:
  Casino                                      $(170)      (0.3%)       $2,695        2.3%
  Food and beverage                             120        2.4%           370        3.7%
  Retail, parking and other                     273       10.6%           828       17.4%
  Less - casino promotional allowances          888       21.7%         1,645       18.6%
                                              -----                    ------
    Total Net Revenues                        $(665)      (1.0%)       $2,248        1.8%
                                              -----                    ------
</Table>

         Casino revenue decreased slightly during the three months ended June
30, 2001 and increased by 2.3% during the six months ended June 30, 2001. The
decrease during the second quarter was primarily due to decreased gaming volume
as a result of a general decline in New Orleans tourism and convention business
during the same period. The increase for the six months ended June 30, 2001 was
primarily due to a higher win per customer achieved by the casino.

         Food and beverage revenue increased during the three and six months
ended June 30, 2001 primarily due to an increase in buffet pricing as well as an
increase in the number of customers served. Retail, parking, and other revenue
also increased during the three and six months ended June 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. The remainder of the increase in casino promotional
allowances was primarily due to increased customer loyalty rewards.

         OPERATING EXPENSES. For the three and six months ended June 30, 2001,
operating expenses decreased by $21.2 million (or 25.0%) and $24.9 million (or
14.6%), respectively, resulting in operating losses of $578,000 and $18.2
million, respectively. The following table reflects the changes in operating
expenses by category:

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

Operating Expenses:
  Direct:
    Casino                           $(15,201)   (29.3%)     $(15,683)   (14.9%)
    Food and beverage                     (48)    (1.2%)          (49)    (0.6%)
    Retail, parking and other             (97)   (10.0%)            3      0.1%
  General and administrative           (1,334)    (6.5%)       (1,285)    (3.1%)
  Depreciation and amortization        (4,480)   (58.9%)       (7,846)   (58.1%)
                                     --------                --------
    Total operating expenses         $(21,160)   (25.0%)     $(24,860)   (14.6%)
                                     --------                --------
</Table>



                                       22
<PAGE>


         Casino operating expenses decreased primarily due to the decrease of
$11.6 million in our minimum payments to the Louisiana Gaming Control Board
during the second quarter of 2001. (See 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 staff 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
decreased 10.0% during the second quarter primarily due to operational
efficiencies achieved through improved staff scheduling practices. Retail,
parking, and other expenses for the six months ended June 30, 2001 remained
relatively unchanged as compared to the same period last year.

         General and administrative expenses decreased for the three and six
months ended June 30, 2001 primarily due to a reduction in management and
certain other fees charged to Jazz Casino by Harrah's New Orleans Management
Company under its management agreement as amended in connection with our plan of
reorganization. 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 three and six months ended June 30,
2001, we incurred reorganization expenses of $600,000 and $101.0 million,
respectively. These expenses included a $90.3 million charge to reflect the
gross-up adjustment of the unamortized balance of the discount on the senior
subordinated notes to record the amount at the allowed claim, which were
cancelled as a result of our plan of reorganization. The remaining expenses are
primarily made up 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 six months ended June 30,
2001 and 2000, we incurred interest charges of $2.9 million and $3.6 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, interest charges are incurred
related to our $35 million revolving credit facility and $124.5 million new term
notes due 2008.

         For the three and six months ended June 30, 2001 and 2000, we generated
interest income of $75,000 and $266,000, 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.

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.


                                       23
<PAGE>


         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 six months ended June 30,
2001 and 2000, net cash flow used in operations was $4.2 million and $32.4
million, respectively. A number of our contractual agreements contained
provisions that allowed us to defer payment of certain operating expenses to
help absorb these fund uses. 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 with contingent payments due 2009 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 previous 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 previous 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. In connection with our reorganization,
we entered into the new HET/JCC Agreement, an agreement with Harrah's
Entertainment and Harrah's Operating Company concerning the posting of the
initial four-year minimum payment guaranty to the Louisiana Gaming Control
Board. Harrah's Entertainment, the parent company of our manager Harrah's New
Orleans Management Company, has a minority ownership interest in us and a
noncontrolling representation on our board of directors.

         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 guaranty) were settled in exchange for
new term notes, the Senior 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 new 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 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. On June 30,
2001, we paid $1.2 million in cash interest and paid $1.2 million in interest in
kind by issuing additional new term notes. Our new revolving credit agreement
requires that we pay this interest in kind. Principal payments on these new term
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 new term
notes. Commencing June 30, 2005, principal payments of $1.5 million per quarter
are due, with one final payment of all amounts due at March 31, 2008.


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<PAGE>


         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 our 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 August 13,
2001, there were no outstanding borrowings although outstanding letters of
credit totaling $400,000 have been issued under this revolving credit facility.
There is also a $400,000 letter of credit issued under the old revolving credit
facility, which has not yet expired.

         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 annual minimum 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 new 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 the ground lease by 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. As of this
date, there has been no reduction designated by the City or the Rivergate
Development Corporation.

         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.

         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 June 30, 2001 was $2.0 million as compared to a negative
$13.4 million in the quarter ended June 30, 2000. The improvement in EBITDA is
related primarily to the decrease in the minimum payment to the State of
Louisiana of $11.6 million, 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.

         CAPITAL EXPENDITURES. Pursuant to our ground lease with the Rivergate
Development Corporation and the City of New Orleans, our management agreement
with our manager and our casino operating contract, we established a


                                       25
<PAGE>


capital replacement fund to fund the capital expenditures necessary to operate
the casino. We are contractually required to fund monthly payments into the
capital replacement fund in an aggregate amount equal to $3 million for the
first 12 months following the casino's opening, $4 million for the second 12
months following the casino's opening, $5 million for the third 12 months
following the casino's opening, and 2% of the gross revenues of the casino for
each fiscal year thereafter. As of June 30, 2001, we had deposited $5.3 million
into the interest-bearing capital reserve account and expended approximately
$2.7 million.

         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 expect such expansion and development to begin by the end of
2001. We have not yet determined how much capital will be required to expand our
dining facilities. The funds for such expansion and development will need to be
obtained from cash flow from operations or external financing to the extent
allowable. At this time we have not obtained such 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 has been planned to
ultimately consist of approximately 130,000 square feet of multipurpose
non-gaming entertainment space.

         We have spent approximately $1.7 million through June 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 lessened as a result
of our plan of reorganization. We 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 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 this development.
Without additional financing, we will be unable to build-out and develop the
second floor of the casino. We have not obtained successful financing to fund
these developments, and cannot assure that we will ever be able to do so.

         We also own the city block of historical buildings across the street
from the casino and its garages, which we have planned 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.

     We also own the parcel of land across from the casino located at 3 Canal
Place, adjacent to the Canal Place Shopping Center. On February 14, 2000, we
entered into a contract to sell this property to Wyndham International, a hotel
developer, for $6.5 million. In connection with our bankruptcy proceedings, we
filed a motion to reject this contract. Wyndham International has subsequently
assigned the contract to 3CP Associates LLC. We have signed a contract to sell
the property to 3CP Associates and plan to withdraw the motion to reject the
contract. The sale is anticipated to close by the end of the year. We plan to
use these funds for development needs.

         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 June 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


                                       26
<PAGE>


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 six months ended June 30, 2001 were $398,000 and $1.3
million, respectively. The cash back rewards for the three and six months ended
June 30, 2000 were $590,000 and $2.2 million, respectively.

         The Financial Accounting Standards Board has approved for issuance
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-interest 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.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

         We have a significant amount of indebtedness, which accrues interest at
variable rates. As of June 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 $628,500 annualized
increase or decrease in interest expense based on the outstanding balance of our
variable rate indebtedness as of June 30, 2001.



                                       27
<PAGE>



                           PART II - OTHER INFORMATION

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. Louisiana Gaming Control Board has found Mr. Debban
suitable, and Mr. Debban is now serving as a director and as President.

         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 May 1, 2001, we filed a Current Report on Form 8-K
                           announcing the resignation of a member of our board
                           of directors. The date of the earliest event reported
                           was April 23, 2001.

                  (2)      On May 11, 2001, we filed a Current Report on Form
                           8-K announcing the appointment of Bill Noble as our
                           new general manager. The date of the earliest event
                           reported was May 10, 2001.

                  (3)      On June 20, 2001, we filed a Current Report on Form
                           8-K announcing a strategic realignment designed to
                           reduce costs, streamline our activities and enhance
                           our ability to adapt quickly to changing market
                           conditions. As part of this realignment, we announced
                           our proposed new seven-member board of directors, the
                           naming of Phil Satre as Chairman of our board of
                           directors, and the naming of Paul Debban as
                           President-elect. The date of the earliest event
                           reported was June 15, 2001.





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<PAGE>


                                   SIGNATURES

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

                             JCC HOLDING COMPANY


Date: 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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