<PAGE>   1

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       OR

            [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934
            (NO FEE REQUIRED)

             FOR THE TRANSITION PERIOD FROM           TO

                        COMMISSION FILE NUMBER: 1-12095

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

<TABLE>
<S>                                                 <C>
                     DELAWARE                                           62-1650470
                  (State or other                                    (I.R.S. Employer
          jurisdiction of incorporation)                            Identification No.)
</TABLE>

                                ONE CANAL PLACE
                          365 CANAL STREET, SUITE 900
                          NEW ORLEANS, LOUISIANA 70130
                    (Address of principal executive offices)

                                 (504) 533-6000
                        (Registrant's telephone number)

          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                TITLE OF EACH CLASS                      NAME OF EACH EXCHANGE ON WHICH REGISTERED
                -------------------                      -----------------------------------------
<S>                                                 <C>
  Class A Common Stock, par value $0.01 per share               The American Stock Exchange
</TABLE>

          Securities registered pursuant to Section 12(g) of the Act:
                                      NONE

     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 such 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ ]

     The aggregate market value of the class A common stock and class B common
stock held by non-affiliates of the registrant was $11.8 million and $319,500,
respectively, at March 23, 2000, based on the closing sale price of $2.13 per
share for the class A common stock on such date on the American Stock Exchange.
Because the class B common stock is not publicly traded and each share of class
B common stock is convertible into one share of class A common stock under
certain circumstances, the market value of the class B common stock is based on
the closing sale price for the class A common stock on the American Stock
Exchange.

     The number of shares of the registrant's class A common stock and class B
common stock outstanding at March 23, 2000 were 5,638,314 and 4,452,623,
respectively.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Specifically identified portions of the Proxy Statement for the 2000 Annual
Meeting of Stockholders to be held on May 16, 2000 are incorporated by reference
in Part III.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                              JCC HOLDING COMPANY

                           ANNUAL REPORT ON FORM 10-K
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
 ITEM                                                                   PAGE
NUMBER                                                                 NUMBER
------                                                                 ------
<S>      <C>                                                           <C>
                                   PART I
 1.      Business....................................................  1
 2.      Properties..................................................  17
 3.      Legal Proceedings...........................................  18
 4.      Submission of Matters to a Vote of Security Holders.........  18
 4(A).   Executive Officers of the Registrant........................  18
                                   PART II
 5.      Market for the Registrant's Common Equity and Related
         Stockholder Matters.........................................  19
 6.      Selected Financial Data.....................................  21
 7.      Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................  22
 7(A).   Quantitative and Qualitative Disclosures about Market
         Risk........................................................  42
 8.      Financial Statements and Supplementary Data.................  43
 9.      Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure....................................  85
                                  PART III
10.      Directors and Executive Officers of the Registrant..........  85
11.      Executive Compensation......................................  85
12.      Security Ownership of Certain Beneficial Owners and
         Management..................................................  85
13.      Certain Relationships and Related Transaction...............  85
                                   PART IV
14.      Exhibits, Financial Statement Schedules and Reports on Form
         8-K.........................................................  85
         Signatures..................................................  97
</TABLE>
<PAGE>   3

                                     PART I

ITEM 1. BUSINESS.

         SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

     This report of JCC Holding Company ("JCC Holding") 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)
the plans, objectives, expectations and prospects of JCC Holding and its
subsidiaries under the headings "Item 1. Business" and "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
this document and (2) the development of non-gaming entertainment space on the
second floor of the casino in New Orleans, Louisiana operated by a subsidiary of
JCC Holding and of various adjacent properties for entertainment uses supporting
the casino. The words "expect," "anticipate," "intend," "plan," "believe,"
"seek," "estimate" and similar expressions identify forward-looking statements.
Although JCC Holding believes 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 JCC Holding
cannot assure 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 are set forth in
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Factors Affecting Future Performance" and elsewhere in this
document. All written or oral forward-looking statements attributable to JCC
Holding and its subsidiaries are expressly qualified in their entirety by these
cautionary statements.

                                  THE COMPANY

GENERAL

     JCC Holding is a casino and entertainment development company that was
incorporated on August 20, 1996, under Delaware law in anticipation of assuming
the business formerly owned by Harrah's Jazz Company, which, as described below,
filed for bankruptcy in November, 1995. JCC Holding conducts its business
through its wholly-owned subsidiaries, Jazz Casino Company, L.L.C., a Louisiana
limited liability company ("Jazz Casino"), JCC Development Company, L.L.C., a
Louisiana limited liability company ("JCC Development"), JCC Canal Development,
L.L.C., a Louisiana limited liability company formerly known as CP Development,
L.L.C. ("Canal Development"), and JCC Fulton Development, L.L.C., a Louisiana
limited liability company formerly known as FP Development, L.L.C. ("Fulton
Development"). JCC Holding, Jazz Casino, JCC Development, Canal Development and
Fulton Development are collectively referred to herein as the "Company." JCC
Holding, through Jazz Casino, operates a land-based casino (the "Casino") in
downtown New Orleans, Louisiana at the foot of Canal and Poydras Streets on the
site of New Orleans' former Rivergate convention center. Pursuant to a casino
operating contract dated October 30, 1998 among Harrah's Jazz Company, Jazz
Casino and the State of Louisiana, by and through the Louisiana Gaming Control
Board, Jazz Casino has the exclusive right to operate the Casino in Orleans
Parish. Currently, JCC Holding's principal executive offices are located at One
Canal Place, 365 Canal Street, Suite 900, New Orleans, Louisiana 70130, and its
telephone number is (504) 533-6000.

THE CASINO

     The Casino, which opened on October 28, 1999, contains 196,000 square feet
on its first floor, 100,000 square feet of which consists of gaming space in
five themed areas named The Jazz Court, The Mardi Gras Court, The Smuggler's
Court, The Court of the Mansion and The Court of Good Fortune. The remaining
space is used for a food service area with a 250 seat buffet, casino support
facilities, and multi-function, special event and meeting-room space. The second
floor of the Casino, which is subleased by Jazz Casino to JCC Development, has
not yet been developed. Parking for approximately 400 cars and approximately
145,000 square feet of back-of-house and support areas are provided in the
basement level of

                                        1
<PAGE>   4

the Casino under the main gaming floor. Across Poydras Street and connected to
the Casino by an underground tunnel are two parking facilities that together
contain approximately 1,550 parking spaces.

     The Casino contains approximately 2,900 slot machines and 120 table games,
including live poker, blackjack, craps, roulette and baccarat. The gaming
activities that may be conducted at the Casino, subject to the rule-making
authority of the Louisiana Gaming Control Board, include any banking or
percentage game that is played with cards, dice or any electronic, electrical or
mechanical device or machine for money, property or any thing of value. The
Casino, however, may not offer lotteries, bingo, wagering on dog or horse races,
sports betting or wagering on any type of sports contest or event. The Casino is
open 24 hours per day, every day of the year and can extend credit, with no loss
or wagering limits.

     JCC Development intends to develop, sublease and manage the second floor of
the Casino for non-gaming uses in a manner consistent with a master plan being
developed by JCC Development and Jazz Casino. For a description of the second
floor sublease and the master plan to develop the second floor of the Casino
refer to "-- Development Plans."

DESCRIPTION OF THE MANAGER

     On October 29, 1998, Jazz Casino and Harrah's New Orleans Management
Company (the "Manager") entered into a second amended and restated management
agreement pursuant to which Jazz Casino engaged the Manager to manage the
operations of the Casino. The Manager is an indirect wholly-owned subsidiary of
Harrah's Entertainment, Inc. and was formed in May 1993 for the purpose of
acting as the manager of the Casino. Harrah's Entertainment's casino business
commenced operations more than 60 years ago and, through its operating
subsidiaries and other affiliates, Harrah's Entertainment currently operates
casino entertainment facilities in 10 states under the Harrah's, Showboat and
Rio brand names.

     Under the management agreement, the Manager is responsible for and has
authority over, among other things:

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

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

     - advertising, marketing and promoting the Casino;

     - providing Casino-level accounting and budgeting services;

     - maintaining, renovating and improving the Casino;

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

     - performing certain other functions identified by Jazz Casino and agreed
       to by the Manager.

     During the term of the management agreement, Jazz Casino is required to
fund the cost of operating the Casino and is responsible for, among other
things:

     - approving budgets presented by the Manager;

     - maintaining Jazz Casino's leasehold interest in the Casino's premises,
       free from encumbrances other than those set forth as exceptions in the
       title policy covering the Casino's premises;

     - obtaining and maintaining all licenses and permits required to own and
       operate the Casino and handling governmental affairs;

     - developing, leasing and financing the second floor of the Casino;

     - complying with certain minority, women and disadvantage persons hiring
       requirements;

     - paying indebtedness encumbering the Casino;

     - handling community and public relations, excluding advertising, marketing
       and promotions;
                                        2
<PAGE>   5

     - establishing and administering employee benefit plans and other employee
       benefit matters;

     - determining, based on the Manager's recommendations, which entity will
       provide the Casino certain administrative services;

     - assisting the Manager with respect to any matters delegated to the
       Manager if requested in writing by the Manager and agreed to by Jazz
       Casino; and

     - handling all corporate, administrative and other business activities of
       Jazz Casino and any other matters not expressly delegated to the Manager
       under the management agreement.

     The Manager is entitled to receive a management fee having two components,
a fixed base fee and an incentive fee that is based on Jazz Casino obtaining
certain consolidated earnings before interest, taxes, depreciation and
amortization ("EBITDA") targets. In addition, the Manager is entitled to receive
a travel fee equal to $100,000 per year, subject to adjustment based on changes
in the Consumer Price Index. Jazz Casino is also required to pay the Manager a
"marketing contribution" that, as of December 31, 1999, was equal to 1.5% of the
Casino's net revenues. This marketing contribution may be used for advertising
services, special promotions, public relations and other marketing services.
Harrah's Entertainment affiliates may pool the marketing contribution with
contributions made by other participating casinos owned or managed by Harrah's
Entertainment affiliates. The Manager may increase this marketing contribution
from time to time to ensure that it generally equals the fee charged to other
participating casinos owned or managed by affiliates of Harrah's Entertainment.

     The management agreement also provides, among other things, that neither
the Manager nor Jazz Casino nor any affiliate of the Manager or Jazz Casino that
is controlled by the Manager's ultimate parent or Jazz Casino's ultimate parent,
as the case may be, may develop, own, finance or manage casino or other gaming
operations in Orleans, Plaquemines, St. Charles, St. Tammany, Jefferson or St.
Bernard Parishes, Louisiana, except for the Casino.

     Jazz Casino has also entered into an administrative services agreement with
Harrah's Operating Company, Inc., a wholly-owned subsidiary of Harrah's
Entertainment, whereby, Harrah's Operating Company provides certain services for
a monthly fee that are not covered by the management agreement, such as
accounting, computer processing, payroll, risk management, marketing
teleservices and administering certain employee benefit packages.

MARKETING STRATEGY

     Jazz Casino's marketing strategy is designed to attract primarily a broad
"middle market" of casino patrons made up of both domestic and international
premium gaming customers. Jazz Casino uses marketing material emphasizing the
Casino as a total entertainment destination, leveraging New Orleans' music,
food, history, architecture and spirit. Additionally, under the terms of Jazz
Casino's amended and restated ground lease with the Rivergate Development
Corporation and the City of New Orleans for the site in New Orleans on which the
Casino is located, Jazz Casino pays the City of New Orleans $1 million per year
to market and promote the Casino as a part of the city's destination marketing
program. The Rivergate Development Corporation is a public benefit corporation
formed for the purpose of subleasing to Jazz Casino the site in New Orleans
designated by law for the Casino's location.

COMPETITION

     The Casino faces significant competition on a national, regional and local
scale from gaming operations in Mississippi and, on a regional and local scale,
from gaming operations in the State of Louisiana. The Casino competes for
patrons on a national and international scale with large casino hotel facilities
in Las Vegas, Nevada and Atlantic City, New Jersey. Because of the large number
of casinos competing on both the local and national levels and the continued
development of other gaming markets, the competition facing the Casino is
expected to increase.

                                        3
<PAGE>   6

     The terms of the Louisiana Economic Development and Gaming Corporation Act
and the Louisiana Gaming Control Act (collectively, the "Gaming Act") and the
rules and regulations promulgated thereunder prohibit the Company from engaging
in certain activities including the following:

     - giving away or subsidizing food within the Casino;

     - offering direct table food services or food service with seating in
       excess of 250 persons;

     - contracting with local restaurant owners to provide food at designated
       areas within the Casino, except under certain circumstances;

     - offering lodging within the Casino;

     - engaging in any practice or entering into any business relationships to
       give any hotel, whether or not affiliated with Jazz Casino, any advantage
       or preference not available to any similarly situated hotels; and

     - selling products in the Casino that are not directly related to gaming.

     Also, under Jazz Casino's casino operating contract and the Gaming Act's
rules and regulations, the provisions described above relating to food, lodging
and retail activities apply to the Company's operations on the second floor of
the Casino. Under the terms of the Casino's second floor sublease, currently the
Company is also prohibited from offering facilities on the second floor of the
Casino, the principal business purpose of which is a restaurant. Unlike the
Casino, the vast majority of the Casino's competitors operate without
restrictions on lodging, food services and entertainment. The Company believes
that the ability to provide such amenities is a considerable competitive
advantage for the Casino's competitors. In order to compensate for these
limitations and offer its patrons the integrated Casino, dining and
entertainment experience, the Casino offers its patrons complimentary meals,
hotel rooms, transportation, entertainment, and other amenities at various local
establishments. For a more complete description of these matters, refer to "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Factors Affecting Future Performance -- The Casino is Subject to
Limits on Providing Lodging, Food Services, Entertainment and Retail Operations
That Could Impact Its Ability to Operate Profitably."

     Mississippi. Jazz Casino competes on a national, regional and local scale
for visitors with existing gaming facilities in Mississippi. The Mississippi
Gulf Coast has emerged as a major gaming destination. There are currently 12
dockside casinos operating in the Mississippi Gulf Coast that are within 100
miles of New Orleans. In addition, there is substantial growth in Mississippi's
Gulf Coast gaming industry, including significant expansions of hotel and
convention space and the addition of golf courses. For example, in March 1999
Mirage Resorts, Inc. opened Beau Rivage, an 1,800 room hotel, resort and
dockside casino in Biloxi that is larger than any hotel in New Orleans. Due to
its size and amenities, Beau Rivage provides significant competition to the
Casino. The Mississippi enabling legislation allows dockside gaming and does not
limit the number of casinos or the square feet of gaming space in these
facilities. Mississippi has recently promulgated a regulation, however, that
requires new entrants in the industry to expend certain amounts of money on non-
gaming facilities in addition to the casino boat itself. In addition, unlike the
Casino, gaming facilities in Mississippi operate without restrictions on
lodging, food and beverage service, and entertainment, and several of such
facilities have recently expanded to enhance such services.

     Louisiana. Jazz Casino has the exclusive right to operate a land-based
casino in Orleans Parish. In authorizing the operation of a single, official
land-based gaming establishment, the Louisiana legislature's intent was to
promote economic development and maintain public confidence in the integrity of
casino gaming operations in a manner that ensures that the owner or operator of
the casino has no incentive to (1) divert or skim revenues, (2) engage in
illegal activities or reduce competition from other gaming entities, or (3)
conduct land-based gaming operations so as to prevent guests from patronizing
local businesses other than the official gaming establishment. The legislature
further determined that by authorizing only a single, official land-based
casino, all persons involved with the proposed casino gaming operation,
including manufacturers, suppliers, and distributors of certain gaming devices
and equipment, could be licensed, regulated, and controlled in such a manner as
to, among other things, protect the public health, safety, morals, good order,
                                        4
<PAGE>   7

and general welfare of the citizens of the State of Louisiana. Notwithstanding
its exclusive right to operate a land-based casino in Orleans Parish, on a
regional and local scale, the Casino still competes with gaming operations in
Louisiana, where 13 riverboats are operating, including:

     - one riverboat in Orleans Parish;

     - two riverboats in the New Orleans metropolitan area;

     - two riverboats in Baton Rouge;

     - four riverboats in Lake Charles in western Louisiana; and

     - four dockside casinos in Shreveport/Bossier City in northern Louisiana.

     The Casino may also compete with a fourteenth riverboat in Shreveport that
was conditionally awarded a license to operate and is in the development stages.
In addition, one license to conduct riverboat gaming in Louisiana has not yet
been awarded. The riverboat gaming operations are regulated by the Louisiana
Riverboat Economic Development and Gaming Control Act (the "Riverboat Act"),
which does not impose wagering or loss limits and permits all forms of gaming
with the exception of sports betting. Although the Riverboat Act permits only
dockside gaming at the facilities in the Shreveport area, the Riverboat Act has
been administered so as to allow riverboats to refrain from cruising under
certain circumstances. Riverboats that remain moored under such circumstances
are permitted to allow customers unlimited entry and exit. The Company cannot
assure you that the Riverboat Act will not be amended to permit unlimited
dockside gaming or to increase the number of permitted riverboats. The Casino
also competes with land-based gaming facilities located in central Louisiana on
Native American land. The Tunica-Biloxi, Chitimacha and Coushatta Native
American tribes have each opened a casino near the towns of Marksville,
Charenton and Kinder, respectively, each of which is located more than 105 miles
from New Orleans.

     National and international competition. The Casino competes for patrons on
a national and international scale with large casino hotel facilities located in
Las Vegas, Nevada and Atlantic City, New Jersey. Several new facilities have
recently opened in Las Vegas and certain existing facilities in Las Vegas and
Atlantic City have undergone major expansions. This construction and expansion
increased the number of hotel rooms and gaming positions in the Las Vegas and
Atlantic City markets and created several attractions that have enhanced the
appeal of those cities as tourist destinations. To a lesser degree, the Casino
also competes for international patrons with casinos in other parts of the
world.

     Other venues. Additional regional competition may be generated from
land-based or dockside casino facilities to be located in states that do not
currently allow casino gaming activities including Alabama and Texas. Bills
seeking to legalize gaming were introduced in both of these states in the past.
Although these bills were not enacted, similar bills may be introduced in future
legislative sessions.

     Other forms of legal wagering. The Casino competes for local customers with
other forms of legal wagering, including racetracks and off-track betting
parlors. In addition, under Louisiana law, certain parishes (including Orleans
Parish) permit:

     - restaurants, taverns, hotels and licensed clubs to operate up to three
       video draw poker devices per location;

     - qualifying truck stops to operate up to 50 video draw poker devices per
       location; and

     - racetracks and off-track betting parlors to operate an unlimited number
       of video draw poker devices per location.

     Louisiana law, however, limits video draw poker device wagering and
jackpots. Other forms of wagering, including charitable gaming and a state
lottery, provide additional local competition. Further, in 1997, the Louisiana
legislature authorized the use of slot machines at race tracks located in three
parishes in the State of Louisiana (but not Orleans Parish).

                                        5
<PAGE>   8

DEVELOPMENT PLANS

     Concurrent with constructing the Casino's gaming facilities, approximately
130,000 square feet of multipurpose non-gaming entertainment space on the second
floor of the Casino was constructed to the point at which the shell of the
structure is complete. Jazz Casino and JCC Development 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. A final master plan, which must be approved by
the City of New Orleans, the Rivergate Development Corporation and the Louisiana
Gaming Control Board, would be required to establish, in addition to a variety
of uses, (1) leasing guidelines regarding rent, termination rights and
termination fees, tenant improvements and concessions, permissible uses and
brokerage fees, (2) an initial capital improvement budget and (3) an initial
operating budget for the first year of operations on the second floor. The
process of developing a master plan for final approval is expected to take
several months and currently has no deadline for approval. Jazz Casino has
subleased the second floor to JCC Development pursuant to the terms of a
sublease dated October 29, 1998, and JCC Development intends to manage and lease
the second floor development in a manner consistent with the master plan. The
term of the second floor sublease commenced in September 1999. Unless the second
floor sublease is sooner terminated by its terms, the sublease will terminate on
the earlier of the date of expiration or the date of termination of Jazz
Casino's amended and restated ground lease dated October 29, 1998 with the
Rivergate Development Corporation, as landlord, and the City of New Orleans, as
intervenor, for the site in New Orleans designated by law for the Casino's
location. The Louisiana Gaming Control Board has approval rights over the master
plan and the authority to approve all subleases and uses on the second floor.
There is currently no scheduled date for commencing the build-out of the second
floor non-gaming tenant improvements. Jazz Casino is entitled to convert any
portion of the second floor to gaming use, subject to the approval of the
Louisiana Gaming Control Board and the provisions of its casino operating
contract. If, however, this conversion reduces the sublease revenue payable to
the Rivergate Development Corporation pursuant to the second floor sublease,
Jazz Casino is required, under certain circumstances and for certain periods of
time, to compensate the Rivergate Development Corporation for the reduction. The
Company has not obtained the funding necessary to complete the build-out of
non-gaming tenant improvements on the second floor of the Casino beyond the
shell construction.

     Under a third amended plan of reorganization, on October 30, 1998 title to
the real property owned by Harrah's Jazz Company at 3 Canal Place in New
Orleans, adjacent to the Canal Place shopping center, vested in Canal
Development, and title to the real property owned by Harrah's Jazz Company on
Fulton and Poydras Streets in New Orleans, consisting of a city block of
historical buildings across the street from the Casino and its garages, vested
in Fulton Development. Canal Development and Fulton Development are wholly-owned
subsidiaries of JCC Holding. Neither of these properties generate any material
revenues for the Company. However, the Company currently intends that Fulton
Development will develop the property located on Fulton and Poydras Streets,
possibly with the assistance of a third party developer, for entertainment uses
that support the Casino. The Company has not obtained financing to fund the
development of this property. On February 14, 2000, Fulton Development entered
into a contract to sell to Wyndham International, a hotel developer, the
property located at 3 Canal Place in New Orleans for $6.5 million. Prior to the
sale, it is anticipated that Canal Development, the owner of the property, will
transfer the property to Fulton Development in exchange for a membership
interest in Fulton Development. As a condition to this sale, Wyndham must begin
construction on this property of a 300 room hotel within two years of closing.
If Wyndham does not meet this condition, Fulton Development has an option to
repurchase the property for $6.5 million plus interest on the purchase price
equal to 7.0%. The Company believes that selling the property will bring
additional hotel rooms to the Canal Street area adjacent to the Casino and will
provide capital for investment in the Company's entertainment business. Although
the Company anticipates selling this property during the second quarter of 2000,
the sale is contingent upon obtaining certain third party approvals and Wyndham
International completing its due diligence. Because the sale of the 3 Canal
Place property would violate certain of the covenants in the Company's credit
agreement, among the required third party approvals, the Company must obtain
certain waivers and consents of the lenders under its credit agreement for Canal
Development to transfer the property to Fulton Development and for Fulton
Development to sell the property to Wyndham International. The recruiting
offices of the Company are currently located on its property located on Fulton
and Poydras Streets and the Company uses the property located at 3 Canal Place
for employee
                                        6
<PAGE>   9

parking. For a description of certain risks that may impact the Company's
ability to develop its properties, refer to "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operation -- Factors Affecting
Future Performance -- The Company May Not be Able to Develop Certain of its
Properties."

REORGANIZATION

     Harrah's Jazz Company, a general partnership that, prior to October 30,
1998, was comprised of (1) Harrah's New Orleans Investment Company, an indirect
wholly-owned subsidiary of Harrah's Entertainment, (2) New Orleans/Louisiana
Development Corporation and (3) Grand Palais Casino, Inc., was formed on
November 29, 1993 for the purposes of developing, owning and operating the
Casino. On November 19, 1994 Harrah's Jazz Company closed a series of
transactions to finance the development of the Casino, including certain equity
contributions by its partners, and the sale of Harrah's Jazz Company's and its
subsidiary's, Harrah's Jazz Finance Corp., 14 1/4% first mortgage notes due 2001
with contingent interest. By November 1995, however, design modifications and
project cost overruns, coupled with operating losses incurred by the temporary
casino (the "Basin Street Casino") operated by Harrah's Jazz Company in the City
of New Orleans' Municipal Auditorium on a temporary basis until the Casino was
completed, depleted all of the equity contributions made by Harrah's Jazz
Company's partners and the proceeds from the sale of the 14 1/4% first mortgage
notes of Harrah's Jazz Company and Harrah's Jazz Finance Corp. On November 19,
1995, the lending banks informed Harrah's New Orleans Investment Company, the
partner of Harrah's Jazz Company responsible for financing matters, that they
would no longer disburse funds to Harrah's Jazz Company under the terms of the
credit facilities. Faced with an absence of funding, on November 21, 1995
Harrah's Jazz Company closed the Basin Street Casino and suspended construction
of the Casino. On November 22, 1995, Harrah's Jazz Company and Harrah's Jazz
Finance Corp. filed for bankruptcy protection.

     On April 3, 1996, Harrah's Jazz Company, Harrah's Jazz Finance Corp.,
Harrah's New Orleans Investment Company and Harrah's Entertainment filed a plan
of reorganization and related disclosure statement with the United States
Bankruptcy Court for the Eastern District of Louisiana. A third amended plan of
reorganization under Chapter 11 of Title 11 of the United States Bankruptcy
Code, as modified through October 13, 1998, was confirmed by the bankruptcy
court on October 13, 1998, the transactions contemplated thereby were
consummated on October 30, 1998, and the construction of the Casino resumed
shortly thereafter. Under the third amended plan of reorganization, the Company
is the successor to the operations of Harrah's Jazz Company and on October 30,
1998, the following events occurred:

     - all of the assets of Harrah's Jazz Company vested in Jazz Casino, except
       for the property located at 3 Canal Place and the property located on
       Fulton and Poydras Streets, which vested in Canal Development and Fulton
       Development, respectively;

     - all of the partnership interests of Harrah's Jazz Company were
       transferred to Jazz Casino and the holders of the 14 1/4% first mortgage
       notes of Harrah's Jazz Company and Harrah's Jazz Finance Corp. acquired
       an aggregate of 5,197,377 shares of JCC Holding's class A common stock,
       par value $0.01 per share, or approximately 93.7% of the issued and
       outstanding class A common stock and approximately 52.0% of the issued
       and outstanding class A common stock and class B common stock, par value
       $0.01 per share, of JCC Holding (the class B common stock, together with
       the class A common stock and the unclassified common stock, $0.01 par
       value per share, of JCC Holding are referred to herein collectively as
       the "Common Stock");

     - each holder of the 14 1/4% first mortgage notes of Harrah's Jazz Company
       and Harrah's Jazz Finance Corp. received its pro rata share of the
       aggregate principal amount of (1) $187.5 million in aggregate principal
       amount of Jazz Casino's newly issued senior subordinated notes with
       contingent payments due 2009 and (2) Jazz Casino's newly issued senior
       subordinated contingent notes due 2009 (the senior subordinated
       contingent notes, together with the senior subordinated notes with
       contingent payments, are referred to herein collectively as the "Notes");

                                        7
<PAGE>   10

     - Harrah's Crescent City Investment Company, a Nevada corporation and an
       indirect wholly-owned subsidiary of Harrah's Entertainment, acquired all
       of the shares of JCC Holding's class B common stock in consideration for,
       among other things, an equity investment of $15 million in JCC Holding
       and the conversion to equity and contribution to JCC Holding on the
       October 30, 1998 of $60 million in debtor-in-possession financing that
       had been provided to Harrah's Jazz Company by Harrah's Entertainment or
       its affiliates during the reorganization;

     - Harrah's Crescent City Investment Company received warrants entitling it
       to purchase additional shares of unclassified common stock such that,
       upon exercise of the warrant in its entirety, Harrah's Entertainment and
       its subsidiaries will own, in the aggregate, 50.0% of the then
       outstanding shares of unclassified common stock, subject to certain
       adjustments; and

     - under certain settlement agreements executed in connection with the third
       amended plan of reorganization, Harrah's Crescent City Investment Company
       transferred from its acquired shares of class B common stock (1) options
       to purchase 300,000 shares of class B common stock to the shareholders of
       New Orleans/Louisiana Development Corporation, (2) options to purchase
       150,000 shares of class B common stock to Bank One, Louisiana, N.A.,
       formerly known as First National Bank of Commerce and (3) its right to
       receive 350,000 shares of class B common stock pursuant to the third
       amended plan of reorganization to the senior secured bondholders of Grand
       Palais Casino, Inc. Because the senior secured bondholders of Grand
       Palais Casino are not permitted to own shares of class B common stock
       under JCC Holding's Certificate of Incorporation, the 350,000 shares
       received by them automatically converted into shares of class A common
       stock. Subsequent to October 30, 1998, Bank One exercised its option and
       on November 13, 1998 Harrah's Crescent City Investment Company
       transferred 150,000 shares of its class B common stock to Bank One.

     The third amended plan of reorganization provided that, for federal income
tax purposes, the vesting of assets in Jazz Casino, Canal Development and Fulton
Development was deemed to have occurred as an exchange of the 14 1/4% first
mortgage notes of Harrah's Jazz Company and Harrah's Jazz Finance Corp. for such
assets, and an exchange by such bondholders of the assets for the class A common
stock, Jazz Casino's senior subordinated notes with contingent payments and Jazz
Casino's senior subordinated contingent notes. Pursuant to the third amended
plan of reorganization, the outstanding capital stock of JCC Holding consists of
shares of class A common stock and class B common stock. With certain
exceptions, including the election of directors and the right to separate class
voting with respect to certain amendments to JCC Holding's Certificate of
Incorporation and Bylaws, each share of class A and class B common stock has
identical rights and privileges, and ranks equally, shares ratably and is
identical in every respect and as to all matters, submitted to a vote of the
common stockholders, is entitled to one vote for each share of class A and class
B common stock held, and, except as otherwise required by law, the holders of
the shares of class A and class B common stock generally vote together as one
class on all matters submitted to a vote of the stockholders.

     However, prior to the Transition Date (explained below), (1) the maximum
number of authorized directors on JCC Holding's board of directors is six, three
of which are designated as Class A directors who are elected by the holders of
the class A common stock and three of which are designated as Class B directors
who are elected by the holders of the class B common stock, (2) any amendments
to JCC Holding's Certificate of Incorporation and Bylaws which affect the rights
of holders of the class A common stock or the Class A directors or which affect
the rights of holders of the class B common stock or the Class B directors must
be approved by the affirmative vote of the holders of a majority of the affected
class of class A or class B common stock and (3) only certain entities may hold
class B common stock (the "Harrah's Entities"). As the beneficial owner through
Harrah's Crescent City Investment Company of 4,302,623 shares of class B common
stock, or approximately 96.6% of the issued and outstanding shares of class B
common stock and approximately 42.6% of the issued and outstanding class A and
class B common stock, Harrah's Entertainment, through Harrah's Crescent City
Investment Company, has the power to elect all of the Class B directors.

     On the Transition Date, each share of class A common stock and each share
of class B common stock will automatically convert into one share of
unclassified common stock. Accordingly, on and after the
                                        8
<PAGE>   11

Transition Date, directors will be elected by the affirmative vote of the
holders of a plurality of the shares of unclassified common stock and the
restrictions described in clauses (2) and (3) of the preceding paragraph will no
longer be applicable. "Transition Date" means the date upon which the earliest
of the following events occurs: (1) October 28, 2002, (2) the end of two
consecutive 12-month periods in which contingent payments under each of Jazz
Casino's senior subordinated notes with contingent payments and senior
subordinated contingent notes equals or exceeds $15 million or (3) the end of a
30-day period during which the average daily closing Minimum Market Value (as
defined below) equals or exceeds $435 million. "Minimum Market Value" means, for
any trading day, the sum of (a) the closing price of class A common stock
multiplied by the number of shares of class A common stock that were issued to
holders of the 14 1/4% first mortgage notes of Harrah's Jazz Company and
Harrah's Jazz Finance Corp. on October 30, 1998 pursuant to the third amended
plan of reorganization and (b) the closing price for $1,000 of Jazz Casino's
senior subordinated notes with contingent payments and senior subordinated
contingent notes divided by $1,000, and then multiplied by the aggregate
principal amount of the Notes outstanding.

     In connection with the third amended plan of reorganization and resumption
of the construction of the Casino:

     - the Company entered into a credit agreement dated as of October 29, 1998
       among Jazz Casino, as borrower, JCC Holding, as guarantor and a syndicate
       of lenders led by Bankers Trust Company, pursuant to which Jazz Casino
       obtained $211.5 million of term loans to finance the construction of the
       Casino and up to $25 million for working capital purposes under a
       revolving line of credit;

     - Harrah's Entertainment and Harrah's Operating Company provided a payment
       guarantee or "put" agreement for an aggregate principal amount of up to
       $166.5 million of loans and/or stated amount of letters of credit of the
       Company and its subsidiaries outstanding under its credit agreement;

     - Jazz Casino entered into a junior subordinated credit facility dated as
       of October 30, 1998 with Harrah's Entertainment and Harrah's Operating
       Company pursuant to which Harrah's Entertainment and Harrah's Operating
       Company agreed to loan Jazz Casino $22.5 million of subordinated
       indebtedness; and

     - Jazz Casino issued to Bankers Trust Company, Bank One, Salomon Smith
       Barney Inc., Donaldson, Lufkin & Jenrette Securities Corporation and BT
       Alex. Brown Incorporated, approximately $27.3 million aggregate principal
       amount of 8% convertible junior subordinated debentures due 2010.

     On October 30, 1998, under the third amended plan of reorganization,
Harrah's Jazz Company's exclusive right to operate a land-based casino in
Orleans Parish, Louisiana revested in Harrah's Jazz Company and was assigned to
Jazz Casino in accordance with applicable law and the casino operating contract
dated October 30, 1998 among Harrah's Jazz Company, Jazz Casino and the State of
Louisiana, by and through the Louisiana Gaming Control Board. As a result, under
the terms of the casino operating contract, the Company, through Jazz Casino,
has the exclusive right to operate a land-based casino in Orleans Parish,
Louisiana. Under the casino operating contract, in each fiscal year of the
Casino's operation, Jazz Casino is required to pay to the Louisiana Gaming
Control Board an amount equal to the greater of (1) $100 million and (2)
specified percentages of the Casino's gross gaming revenue in such fiscal year.
Jazz Casino must make this payment to the Louisiana Gaming Control Board in
daily increments equal to approximately $274,000, with an end of year settlement
if the Casino's gross gaming revenues exceed certain amounts. On October 30,
1998, Jazz Casino entered into an agreement with Harrah's Entertainment and
Harrah's Operating Company, pursuant to which Harrah's Entertainment and
Harrah's Operating Company have agreed to provide a guaranty of the $100 million
annual payment due under the casino operating contract for the benefit of the
Louisiana Gaming Control Board for the first year of operation and, subject to
certain conditions, on an annual basis through March 31, 2004. In consideration
for this guaranty, Harrah's Entertainment and Harrah's Operating Company,
collectively, receive a $6 million per year guaranty fee for the years ending
March 31, 2000 and 2001 and a $5 million per year guaranty fee for the years
ending March 31, 2002, 2003 and 2004, all payable quarterly. However, in the
years that Harrah's Entertainment and Harrah's Operating Company provide the
minimum payment guaranty for less than a full year, they receive a pro rata fee
based on an annual

                                        9
<PAGE>   12

fee of $6 million. For a further description of the casino operating contract,
refer to "-- Regulation -- Louisiana Gaming Act."

     In addition, pursuant to the terms of the third amended plan of
reorganization, on October 30, 1998, Jazz Casino succeeded to Harrah's Jazz
Company's interest in (1) a ground lease for the site in New Orleans designated
by law for the Casino's location and (2) a general development agreement that
sets forth the obligations of the parties and the procedures to be followed
relating to the design, development and construction of the Casino and certain
related facilities. The ground lease was amended by an amended and restated
lease agreement dated October 29, 1998, among Jazz Casino, the Rivergate
Development Corporation, as landlord, and the City of New Orleans, as
intervenor. Beginning on October 29, 1998, the amended and restated ground lease
has a term of 30 years, with three consecutive ten-year renewal options. The
general development agreement was amended by an amended general development
agreement dated October 29, 1998 by and among Jazz Casino and the Rivergate
Development Corporation and the City of New Orleans, as intervenor. The amended
general development agreement and the amended and restated ground lease obligate
Jazz Casino to comply with revised and updated open access program and plans
adopted pursuant thereto that are designed to facilitate participation by
minorities, women, and disadvantaged persons and business enterprises in
developing, constructing and operating the Casino. For a description of certain
risks relating to the Company's ability to comply with such plans, refer to
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Factors Affecting Future Performance -- The Company May Not be
Able to Comply with Minority Hiring Requirements and Could be Liable For Damage
Awards From Potential Lawsuits Related to These Requirements."

     Also in connection with the consummation of the third amended plan of
reorganization, a number of additional agreements were entered into relating to
constructing and operating the Casino, including:

     - a second amended and restated management agreement granting the Manager
       the sole and exclusive right to manage and operate the Casino, a more
       complete description of which is included under the heading
       "-- Description of the Manager";

     - completion guarantees from Harrah's Entertainment and Harrah's Operating
       Company pursuant to which Harrah's Entertainment and Harrah's Operating
       Company agreed, among other things, to (A) fund Jazz Casino's working
       capital shortfalls until the date on which, among other things, the
       Casino was equipped with the required furniture, fixtures and equipment
       and ready to open for business, construction of the Casino was
       substantially completed and the initial Casino operations had opened for
       business, (B) guarantee that when the Casino opened for business, Jazz
       Casino had available for working capital $5 million of cash and an amount
       equal to $25 million (less up to $10 million for certain letters of
       credit issued under its credit agreement and borrowings thereunder to
       fund a bank account for the Casino) available for immediate borrowing(s)
       under the working capital facility provided pursuant to the credit
       agreement, (C) guarantee the full and complete payment and performance of
       all obligations of Jazz Casino payable by Jazz Casino to any person,
       including amounts payable to the City of New Orleans and the Rivergate
       Development Corporation under the amended and restated ground lease or
       the amended general development agreement, amounts owned to the Louisiana
       Gaming Control Board under the casino operating contract, utilities and
       maintenance expenses and (D) guarantee the obligation to maintain
       insurance coverage for, and prevent deterioration and unauthorized access
       to, the Casino, and to pay on a timely basis certain other amounts owing
       by Jazz Casino;

     - an amended and restated subordinated completion loan agreement dated as
       of October 30, 1998 among Jazz Casino, Harrah's Entertainment and
       Harrah's Operating Company pursuant to which any expenditures made by
       Harrah's Entertainment or Harrah's Operating Company under their
       completion guarantees described above must be repaid by Jazz Casino;

     - a sublease, pursuant to which Jazz Casino subleases the second floor of
       the Casino to JCC Development for non-gaming uses, a more complete
       description of which is included under the heading "-- Development
       Plans";

                                       10
<PAGE>   13

     - an amended and restated construction lien indemnity agreement dated
       October 30, 1998 between Jazz Casino and Harrah's Operating Company
       pursuant to which any expenditures made by Harrah's Operating Company
       under the construction lien indemnity agreement delivered by Harrah's
       Entertainment and Harrah's Operating Company to First American Title
       Insurance Company regarding mechanic's liens claiming priority to loans
       to Jazz Casino under the Company's credit agreement, Jazz Casino's senior
       subordinated notes with contingent payments or Jazz Casino's senior
       subordinated contingent notes, will be deemed unsecured, limited recourse
       indebtedness of Jazz Casino due and payable on demand; and

     - manager subordination agreements in favor of (1) the Rivergate
       Development Corporation and the City of New Orleans, (2) Bankers Trust
       Company, as Administrative Agent for the bank lenders under the Company's
       credit agreement, and (3) Norwest Bank Minnesota, National Association,
       as trustee under the indentures governing the Notes, that among other
       things, govern the subordination of certain of Jazz Casino's obligations
       owed to the Manager with respect to Jazz Casino's other payment
       obligations.

EMPLOYEES

     As of March 17, 2000, the Company employed 2,652 people on a full-time
basis and 259 people on a part-time basis. Jazz Casino, through the Manager,
hires and trains employees to operate the Casino. To the extent permitted by law
and contract, Jazz Casino, in its hiring directed toward the opening of the
Casino, gave priority to consideration of the former employees of the Basin
Street Casino in an evaluation of the candidate's qualifications. The Casino's
executive staff is comprised of employees of the Manager and Jazz Casino. The
Gaming Act requires that at least 80% of the Casino's employees be Louisiana
residents for at least one year prior to employment. Jazz Casino's amended and
restated ground lease with the Rivergate Development Corporation and the City of
New Orleans also requires that at least 55% of the employees of Jazz Casino and
JCC Development live and reside in Orleans Parish, subject to reduction to
comply with applicable law. This minimum percentage required under the amended
and restated ground lease will increase by 2% on each anniversary of the
Casino's opening on October 28, 1999, until the residency requirement reaches
65%, subject to reductions to comply with applicable law. Jazz Casino's amended
general development agreement and amended and restated ground lease also
obligate Jazz Casino to comply with the revised and updated open access program
and plans adopted pursuant thereto that are designed to facilitate participation
by minorities, women, and disadvantaged persons and business enterprises in
developing, constructing and operating the Casino. For a description of certain
risks relating to the Company's ability to comply with hiring requirements,
refer to "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Factors Affecting Future Performance -- The Company
May Not be Able to Comply with Minority Hiring Requirements and Could be Liable
for Damage Awards From Potential Lawsuits Related to These Requirements."

                                       11
<PAGE>   14

                                   REGULATION

LOUISIANA GAMING ACT

     The ownership and operation of the Casino are subject to pervasive
governmental regulation, including regulation by the Louisiana Gaming Control
Board in accordance with the terms of the Gaming Act, the rules and regulations
promulgated thereunder and Jazz Casino's casino operating contract. Jazz
Casino's right to own and operate the Casino derives from the casino operating
contract which, subject to its terms and conditions, has a twenty-year term
beginning on July 1994, with one ten-year option to extend.

     The Gaming Act and the rules and regulations promulgated thereunder, all of
which are subject to amendment or revision from time to time, establish
significant regulatory requirements with respect to gaming and non-gaming
activities and Jazz Casino and JCC Holding, including, without limitation:

     - requirements with respect to permitted games;

     - minimum accounting and financial practices;

     - standards for gaming devices and surveillance;

     - licensing requirements for the Company's equity and debt holders,
       officers and directors, vendors and employees;

     - standards for credit extension and collection; and

     - permissible food services.

Failure to comply with the Gaming Act and the rules and regulations promulgated
thereunder could result in disciplinary action, including fines and suspension
or revocation of a license or a suitability determination. Certain regulatory
violations could also constitute an event of default under the casino operating
contract resulting in the termination of Jazz Casino's right to operate the
Casino.

     Under the Gaming Act and the rules and regulations promulgated thereunder,
Jazz Casino, JCC Holding, and their members, officers and directors were
required to be found suitable by the Louisiana Gaming Control Board in order to
own and operate the Casino. This suitability requirement must be continuously
satisfied during the term of Jazz Casino's casino operating contract. The Gaming
Act and the rules and regulations promulgated thereunder also require
suitability findings for, among others, the Casino's manager, anyone with a
direct ownership interest (regardless of percentage interest) or the ability to
control Jazz Casino, JCC Holding or the Casino's manager (as well as their
intermediary and holding companies), certain officers and directors of such
companies, certain employees of Jazz Casino and the Casino's manager and certain
specified debt holders and lenders that have loaned Jazz Casino or JCC Holding
money in connection with the Casino's construction and operation. Suitability of
an applicant requires that the applicant demonstrate that, among other things:

     - the applicant is a person of good character, honesty and integrity;

     - the applicant's prior activities, criminal record, if any, reputation,
       habits and associations do not pose a threat to the public interest of
       Louisiana or the regulation and control of casino gaming or create or
       enhance the dangers of unsuitable, unfair or illegal practices, methods
       and activities in the conduct of gaming or the carrying on of the
       business and financial arrangements incidental thereto; and

     - the applicant is capable of and is likely to conduct the activities for
       which a license or contract is sought.

In addition, to be found suitable for purposes of the casino operating contract,
Jazz Casino must demonstrate that:

     - it has or can guarantee its ability to acquire adequate business
       competence and experience in conducting casino gaming operations;

                                       12
<PAGE>   15

     - financing that it seeks to obtain is adequate for the proposed operation
       and is from suitable sources; and

     - it has, or is capable of, and guarantees its ability to obtain a bond or
       satisfactory financial guarantee of a sufficient amount to guarantee
       successful completion of and compliance with the casino operating
       contract or such other projects that are regulated by the Louisiana
       Gaming Control Board.

     Under the Gaming Act and rules and regulations promulgated thereunder, any
person holding or controlling a direct or beneficial 5% or more equity interest
(either alone or in combination with others) in a direct or indirect holding
company of Jazz Casino, including JCC Holding or the Casino's manager, is
presumed to have the ability to control Jazz Casino or the Casino's manager (or
their holding companies, as the case may be), requiring a finding of
suitability. However, this suitability finding is not required if, among other
things, the presumption of control is rebutted or the holder is one of several
specified passive institutional investors and, upon request, the investor can
demonstrate that it does not have the ability to control such entity and that it
does not intend to influence the affairs of Jazz Casino or the Casino's manager.
To the extent any holder of the securities of JCC Holding fails to satisfy this
requirement, the holder may be required to obtain certain qualifications or
approvals (including a finding of suitability) from the Louisiana Gaming Control
Board to continue to hold such securities. Any failure to obtain these
qualifications or approvals may, by virtue of the requirements imposed on JCC
Holding, subject these security holders to certain requirements, limitations or
prohibitions, including a requirement that the security holders liquidate their
securities at a time or at a cost that is otherwise unfavorable to the security
holders.

     Under the Gaming Act and rules and regulations promulgated thereunder, the
Louisiana Gaming Control Board has the authority to deny, revoke, suspend,
limit, condition, or restrict any finding of suitability. Under the Gaming Act's
rules and regulations, the Louisiana Gaming Control Board also has the authority
to take further action against Jazz Casino on the grounds that a person found
suitable as required by the Gaming Act is associated with, or controls, or is
controlled by, or is under common control with, an unsuitable or disqualified
person. Under the Gaming Act's rules and regulations and Jazz Casino's casino
operating contract, if at any time the Louisiana Gaming Control Board finds that
any person required to be and remain suitable has failed to demonstrate
suitability, the Louisiana Gaming Control Board may, consistent with the Gaming
Act and the casino operating contract, take any action that the Louisiana Gaming
Control Board deems necessary to protect the public interest. Under the Gaming
Act's rules and regulations, however, if a person associated with Jazz Casino,
the Casino's manager or their affiliate, intermediary, or holding companies, as
the case may be, has failed to be found or remain suitable, the Louisiana Gaming
Control Board will not declare these companies unsuitable as a result if the
companies comply with the conditional licensing provisions, take immediate good
faith action and comply with any order of the Louisiana Gaming Control Board to
cause the person to dispose of its interest, and, before such disposition,
ensure that the disqualified person does not receive any ownership benefits. The
above safe harbor protections do not apply if Jazz Casino, the Casino's manager
or their affiliates, intermediaries, or holding companies, as the case may be,
(1) fail to remain suitable, (2) had actual or constructive knowledge of the
facts that are the basis for the Louisiana Gaming Control Board regulatory
action and failed to take appropriate action, or (3) are so tainted by such
person that it affects the suitability of the entity under the standards of the
Gaming Act.

     Under the Gaming Act, the Louisiana Gaming Control Board and the Louisiana
state police are required to issue licenses or permits to certain persons
associated with the Company's gaming operations, including:

     - certain employees of Jazz Casino and the Casino's manager;

     - certain manufacturers, distributors and suppliers of gaming devices;

     - certain suppliers of non-gaming goods or services;

     - any person who furnishes services or property to Jazz Casino under an
       arrangement pursuant to which the person receives payments based on
       earnings, profits or receipts from gaming operations; and

     - any other persons deemed necessary by the Louisiana Gaming Control Board.

                                       13
<PAGE>   16

     Securing the requisite licenses and permits under the Gaming Act is a
prerequisite for conducting, operating or performing any activity regulated by
the Louisiana Gaming Control Board or the Gaming Act. The Gaming Act provides
that the Louisiana Gaming Control Board has full and absolute power to deny an
application, or to limit, condition, restrict, revoke or suspend any license,
permit or approval, or to fine any person licensed, permitted or approved for
any cause specified in the Gaming Act or rules promulgated by the Louisiana
Gaming Control Board. The Gaming Act's rules and regulations provide that the
Louisiana Gaming Control Board may take any of the actions described in the
preceding sentence with respect to any person licensed, permitted, or approved,
or any person registered, found suitable, or holding a contract, for any cause
deemed reasonable. Moreover, any license, permit, contract, approval or thing
obtained or issued pursuant to the provisions of the Gaming Act has been
expressly declared by the legislature to be a pure and absolute revocable
privilege and not a right, property or otherwise, under the constitutions of the
United States or of the State of Louisiana. The Gaming Act also provides that no
holder acquires any vested right therein or thereunder.

     Under the Gaming Act's rules and regulations, gaming activities that may be
conducted at an official gaming establishment, subject to the rule-making
authority of the Louisiana Gaming Control Board, include any banking or
percentage game that is played with cards, dice or any electronic, electrical or
mechanical device or machine for money, property or any thing of value, but
exclude lottery, bingo, charitable games, raffles, electronic video bingo, pull
tabs, cable television bingo, wagering on dog or horse races, sports betting or
wagering on any type of sports contest or event. The Gaming Act's rules and
regulations provide the Louisiana Gaming Control Board broad discretionary
authority to regulate all aspects of a casino operator's operations, including
the power to, among other things:

     - investigate violations of the Gaming Act and any rules and regulations
       promulgated thereunder, and any other incidents or transactions that it
       deems appropriate;

     - conduct hearings and proceedings concerning, and reviews and inspections
       of, gaming operations and related activities;

     - inspect and examine all premises, and all equipment or supplies thereon,
       where gaming activities are conducted, and impound, examine and inspect
       any equipment or supplies;

     - audit the records of applicants and gaming operators relating to revenues
       produced by their gaming operations;

     - issue interrogatories and subpoenas; and

     - monitor the conduct of a casino operator such as Jazz Casino, and
       licensees, permittees and other persons having a material involvement
       directly or indirectly with the casino operator.

     Under Jazz Casino's casino operating contract, for each fiscal year of the
Casino's operation, Jazz Casino is required to pay to the Louisiana Gaming
Control Board the greater of: (1) $100 million or (2) specified percentages of
the Casino's gross gaming revenue. Jazz Casino must make this payment to the
Louisiana Gaming Control Board in daily increments equal to approximately
$274,000, with an end of year settlement if gross gaming revenues exceed certain
amounts. At least one day prior to the beginning of each fiscal year (no later
than March 31 of each year), Jazz Casino is required to post with the Louisiana
Gaming Control Board an unconditional guaranty of the minimum $100 million
payment to the Louisiana Gaming Control Board issued by a lender or third party
with resources suitable to cover this payment. The failure to post such a
guaranty will result in the automatic termination of the casino operating
contract with no cure period. Jazz Casino's casino operating contract also
imposes certain financial stability requirements on Jazz Casino relating to its
ability to meet ongoing operating expenses, casino bankroll requirements,
projected debt payments and capital maintenance requirements. If Jazz Casino
fails to clearly and convincingly demonstrate compliance with these
requirements, the Louisiana Gaming Control Board may impose certain regulatory
conditions, including, without limitation, placing restrictions on certain
distributions by Jazz Casino to affiliates or entities in a control relationship
with Jazz Casino and its affiliates and appointing a fiscal agent. The failure
to cure a financial stability default within the specified period of time is an
event of default under the casino operating

                                       14
<PAGE>   17

contract that could lead to the closing the Casino, terminating Jazz Casino's
casino operating contract and/or the appointing a conservator.

     The sale, transfer, assignment, or alienation of Jazz Casino's casino
operating contract, or an interest therein, in violation of the Gaming Act is
also prohibited. Further, under the Gaming Act, the sale, transfer, assignment,
pledge, alienation, disposition, public offering, or acquisition of securities
that results in one person's owning 5% or more of the total outstanding shares
issued by Jazz Casino is void as to such person without prior approval of the
Louisiana Gaming Control Board. Failure to obtain prior approval by the
Louisiana Gaming Control Board of a person acquiring 5% or more of the total
outstanding shares of a licensee or 5% or more economic interest in Jazz Casino
is grounds for cancellation of the casino operating contract or license
suspension or revocation.

     The Gaming Act prohibits Jazz Casino from engaging in the following
activities:

     - Offering seated restaurant facilities with table food service for
       patrons. However, Jazz Casino may offer limited cafeteria style food
       services for employees and patrons if permitted by rule of the Louisiana
       Gaming Control Board, provided, however, that no food may be given away
       or subsidized within the Casino by Jazz Casino or any licensee, and no
       facility for food service may exceed seating for 250 people (by rule and
       regulation, the Louisiana Gaming Control Board has authorized Jazz Casino
       to contract with local food preparers to provide certain limited food
       offerings at the Casino).

     - Offering lodging in the Casino, or engaging in any practice or entering
       into any business relationships to give any hotel, whether or not
       affiliated with Jazz Casino, an advantage or preference not available to
       all similarly situated hotels.

     - Engaging in activities that are prohibited by the casino operating
       contract.

     - Engaging in the sale of products that are not directly related to gaming.

     - Cashing or accepting in exchange for the purchase of tokens, chips or
       electronic cards an identifiable employee payroll check.

Any contract between Jazz Casino and any hotel or lodging facilities must be
submitted to the Louisiana Gaming Control Board for approval prior to entering
into the contract.

     The Gaming Act, the rules and regulations promulgated thereunder, and Jazz
Casino's casino operating contract have extensive provisions and prior approval
requirements relating to certain borrowings incurred, and security interests
granted, by Jazz Casino and JCC Holding in connection with the Casino. The
Gaming Act authorizes the Louisiana Gaming Control Board to provide for the
protection of the rights of holders of security interests in both immovable
property and movable property used in or related to casino gaming operations and
to provide for the continued operation of the official gaming establishment
during the period of time that a lender, as a holder of a security interest,
seeks to enforce its security interest in such property. In connection
therewith, the Gaming Act provides that the holder of a security interest in
gaming related collateral may receive payments from the owner or lessee of such
property out of the proceeds of casino gaming operations received by the owner
or lessee, and, the holder of the security interest may be exempt from the
licensing requirements of the Gaming Act with respect to these payments if the
transaction(s) giving rise to the payments were approved in advance by the
Louisiana Gaming Control Board, comply with all rules and regulations of the
Louisiana Gaming Control Board and the Louisiana Gaming Control Board determines
that the holder is suitable.

     Under the Gaming Act, a holder of a security interest in a gaming device
who asserts the right to ownership or possession of the encumbered property may
be granted a one-time, nonrenewable, provisional contract for a maximum of 90
days for the sole purpose of acquiring ownership or possession for resale to a
licensed or approved person, all in accordance with rules and regulations to be
promulgated by the Louisiana Gaming Control Board. The Gaming Act's rules and
regulations do not include a rule and regulation on this provision.

                                       15
<PAGE>   18

     If the holder of a security interest in immovable property comprising the
official gaming establishment wishes to continue to operate the official gaming
establishment during and after the filing of a suit to enforce the security
interest, the Gaming Act provides that the holder of the security interest must
name the Louisiana Gaming Control Board as a nominal defendant in the suit and
request the appointment of a receiver from among the persons on a list
maintained by the Louisiana Gaming Control Board. Upon proof of the debtor's
default under the security instrument and the holder's right to enforce the
security interest, the court will appoint a person from the Louisiana Gaming
Control Board's list as a receiver of the official gaming establishment. Upon
appointment of the receiver, the Gaming Act requires the receiver to furnish a
fidelity bond in favor of the security interest holder, the owner or lessee of
the official gaming establishment and the Louisiana Gaming Control Board in an
amount to be set by the court after consultation with the Louisiana Gaming
Control Board and all parties. The Gaming Act requires the Louisiana Gaming
Control Board to issue to the receiver a one-time, nonrenewable, provisional
contract to continue gaming operations until the receivership is terminated. The
receiver is considered to have all the rights and obligations of the casino
operator under the casino operating contract. The holder of the security
interest provoking the appointment of a receiver under the Gaming Act is
required to pay the cost of the receiver's bond and the cost of operating the
official gaming establishment or gaming operator during the term of receivership
to the extent that such costs exceed available revenues. The Gaming Act further
provides that the fees of the receiver and the authority for expenditures of the
receiver are to be established by rules and regulations of the Louisiana Gaming
Control Board.

     The Gaming Act provides that a receivership must terminate upon: (1) the
sale of the property subject to receivership to a duly approved or authorized
person; (2) the payment in full of all obligations due to the holder of the
security interest in the property subject to the receivership; (3) an agreement
for termination of the receivership signed by the holder of the security
interest and the debtor, and approved by the Louisiana Gaming Control Board and
the court; or (4) the lapse of five years from the date of the initial
appointment of the receiver. Under the Gaming Act, a receivership may also be
terminated by notice from the holder of the security interest who provoked the
receivership addressed to the court and the Louisiana Gaming Control Board of
its intention to withdraw its financial support of the receivership at a
specified time not less than 90 days from the date of the notice. In the event
of such notice, the Gaming Act provides that the holder of the security interest
giving the notice will not be responsible for any costs or expenses of the
receivership after the date specified in the notice; except for reasonable costs
and fees of the receiver in concluding the receivership, and the costs of a
final accounting. The Gaming Act provides that no rule or regulation and no
provision in a contract executed by the Louisiana Gaming Control Board pursuant
to its authority to protect the holders of security interests in gaming related
collateral will be the basis for any cause of action in contract or in tort
against the State of Louisiana or the Louisiana Gaming Control Board, its board
of directors or its agents, attorneys or employees.

STATE LEGISLATION

     Because legalized gaming is a relatively new industry in Louisiana, there
has been significant attention by the Louisiana legislature over the past few
years to gaming related bills dealing with a wide range of subjects that could
impact the Casino. For example, at various times, bills have been introduced to,
among other things:

     - constitutionally and/or legislatively repeal all forms of gaming
       (including gaming at the Casino);

     - increase taxes on casinos;

     - permit dockside riverboat gaming;

     - limit credit that may be extended by casinos;

     - mandate payout schedules for slot machines; and

     - limit days and hours of operations.

                                       16
<PAGE>   19

     In addition, a number of laws have been enacted that affected the
formulation of the third amended plan of reorganization and the rights to
operate the Casino under the Gaming Act and Jazz Casino's casino operating
contract. For example, a law was adopted that purports to, among other things,
retroactively amend the Gaming Act to (1) state that conducting gaming
operations upon riverboats in accordance with the provisions of the Riverboat
Act or otherwise while upon a designated waterway while temporarily at dockside
does not constitute the authorization of additional land-based casino gaming
operations that relieves Jazz Casino of its obligation to pay compensation to
the Louisiana Gaming Control Board, and (2) provide that governmental inaction
that results in the operation of another land-based casino in Orleans Parish
will not relieve Jazz Casino of its obligation to pay compensation to the
Louisiana Gaming Control Board. This law also purports to provide that in the
event of litigation between Jazz Casino and the State of Louisiana or any of its
political subdivisions (including the Louisiana Gaming Control Board), Jazz
Casino must continue to make all payments to the State of Louisiana and any of
its political subdivisions (including the Louisiana Gaming Control Board) as
required by law during the pendency of the litigation, and that any failure to
make the required payments will render Jazz Casino unsuitable. For a description
of certain risks associated with state regulation, refer to "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Factors Affecting Future Performance -- Gaming Laws and
Regulations Could Adversely Affect the Company's Operations" and "-- Jazz Casino
May Have No Recourse if Additional Land-Based Casinos or Dockside Riverboat
Gaming is Permitted."

FEDERAL REGULATION

     In 1996, Congress enacted a law creating a federal commission to study the
economic and social impact of gaming and to report its findings to Congress and
the President. A report was issued by the commission in June 1999. The Company
is unable at this time to determine the impact of this report on the gaming
industry.

ITEM 2. PROPERTIES.

     Under the third amended plan of reorganization, on October 30, 1998 title
to Harrah's Jazz Company's property located at 3 Canal Place in New Orleans,
adjacent to the Canal Place Shopping Center, vested in Canal Development and
title to Harrah's Jazz Company's property located on Fulton and Poydras Streets,
consisting of a city block of historical buildings across the street from the
Casino and its garages, vested in Fulton Development. Neither of these
properties currently generate any material revenues for the Company. In
addition, pursuant to the terms of the third amended plan of reorganization, as
of October 30, 1998, Jazz Casino succeeded to Harrah's Jazz Company's interest
in the approximately 30-year long-term ground lease for the property at the foot
of Canal and Poydras Streets in New Orleans, Louisiana, the site designated by
law for the location of the Casino. On October 29, 1998, the ground lease was
amended by an amended and restated ground lease between Jazz Casino, the
Rivergate Development Corporation and the City of New Orleans. Beginning on
October 29, 1998, the amended and restated ground lease has a term of 30 years,
with three consecutive ten-year renewal options. Under the amended and restated
ground lease, Jazz Casino also leases the land across Poydras Street upon which
the Casino operates two parking facilities that are connected to the Casino by
an underground tunnel and that together contain approximately 1,550 spaces.

     The Company leases its principal executive offices of approximately 30,000
square feet under a 104 month lease effective January 1, 2000. The Company's
property located on Fulton and Poydras Streets, which contains approximately
48,300 square feet of usable office space, is being used by the Company for its
recruiting offices until the property is developed. The Company currently uses
its property located at 3 Canal Place for employee parking. On February 14,
2000, Fulton Development entered into a contract to sell to Wyndham
International, a hotel developer, the property located at 3 Canal Place for $6.5
million. Prior to the sale, it is anticipated that Canal Development, the owner
of the property, will transfer the property to Fulton Development in exchange
for a membership interest in Fulton Development. As a condition to this sale,
Wyndham must begin construction on this property of a 300 room hotel within two
years of closing. If Wyndham does not meet this condition, Fulton Development
has an option to repurchase the property for $6.5 million plus interest on the
purchase price equal to 7%. Although the Company anticipates selling this
property during the second quarter of 2000, the sale is contingent upon
obtaining certain third party approvals

                                       17
<PAGE>   20

and Wyndham International completing its due diligence. Because the sale of the
3 Canal Place Property would violate certain of the covenants in the Company's
credit agreement, among the required third party approvals, the Company must
obtain certain waivers and consents of the lenders under its credit agreement
for Canal Development to transfer the property to Fulton Development and for
Fulton Development to sell the property to Wyndham International.

     Approximately 130,000 square feet of multipurpose non-gaming entertainment
space on the second floor of the Casino has been constructed to the point at
which the shell of the structure is complete and the space is suitable for
tenant build-out. Jazz Casino has subleased the second floor to JCC Development
and JCC Development intends to manage and lease the second floor in a manner
consistent with a master plan being developed by JCC Development and Jazz
Casino. The term of the second floor sublease commenced in September 1999 and
terminates on the earlier of the date of expiration or the date of termination
of Jazz Casino's amended and restated ground lease with the Rivergate
Development Corporation and the City of New Orleans, unless the second floor
sublease is sooner terminated by its terms. For a more complete description of
the second floor of the Casino, refer to "Item 1. Business -- Development
Plans."

     Under a lease that expires in July 2023, Jazz Casino leases approximately
15 acres of land, including an unoccupied 15,000 square foot building. It was
originally anticipated that this land would be used for employee parking.
However, more suitable parking was located closer to the Casino. The Company is
currently seeking alternative uses for this property. Pursuant to a master lease
that expires in February 2004, the Company also leases an aggregate of
approximately 41,000 square feet of warehouse space where it stores gaming
equipment and supplies for use in the Casino.

     To secure present and future indebtedness under certain of the agreements
the Company entered into in connection with the third amended plan of
reorganization, (1) Jazz Casino's interest in the amended and restated ground
lease between Jazz Casino and the Rivergate Development Corporation and the City
of New Orleans, (2) the property located at 3 Canal Place, (3) the property
located on Fulton and Poydras Streets, (4) the sublease of the second floor of
the Casino and (5) the lease of approximately 15 acres of land described above
are subject to mortgages granted to the Bank of New York as the collateral
agent.

ITEM 3. LEGAL PROCEEDINGS.

     The Company is subject to legal proceedings and claims which arise in the
normal course of business. While the outcome of these matters cannot be
predicted with certainty, management does not believe the outcome of any of
these legal matters will materially and adversely affect the Company's business,
financial condition or results of operations.

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

     No matters were submitted to a vote of JCC Holding's stockholders during
JCC Holding's fourth fiscal quarter ended December 31, 1999.

ITEM 4(A). EXECUTIVE OFFICERS OF THE REGISTRANT.

     Set forth below is certain information as of January 1, 2000 regarding the
executive officers of JCC Holding.

     Frederick W. Burford, age 49, has served as the President of JCC Holding
and Jazz Casino since April 1998 and President of JCC Development, Canal
Development and Fulton Development since September 1998. Mr. Burford was also
the Secretary and Treasurer of JCC Holding from December 1997 until September
1998. Mr. Burford was a consultant to Harrah's Entertainment from May 1997 until
October 1998 and served as Vice President of JCC Holding from December 1997 to
April 1998. During August 1997, Mr. Burford served as President of TPI
Enterprises, Inc., a restaurant holding company. From November 1991 until
September 1997 Mr. Burford served as a director and the Executive Vice President
and Chief Financial Officer of TPI Enterprises, Inc. From March 1990 to October
1991, Mr. Burford served as the Vice President, Controller and Treasurer of The
Promus Companies, Inc., a gaming and hotel holding company,

                                       18
<PAGE>   21

and from August 1977 until February 1990 Mr. Burford held various positions with
the Holiday Corporation, a gaming and hotel holding company, including most
recently, Vice President and Treasurer.

     L. Camille Fowler, age 44, has served as the Vice President -- Finance,
Treasurer and Secretary of JCC Holding, Jazz Casino, JCC Development, Canal
Development and Fulton Development since September 1998. Ms. Fowler also served
as Director of Finance of the Manager from April 1996 to November 1998, Vice
President and Secretary of the Manager from January 1998 to November 1998, and
Treasurer of the Manager from February 1998 to November 1998. From October 1993
until April 1996, Ms. Fowler served as the Director of Financial Reporting of
the Manager.

     Frederick J. Keeton, age 42, has served as the Vice President -- Government
Affairs and Community Relations for JCC Holding since July 1999. From September
1998 to June 1999, he served in the same position as a leased employee from
Harrah's Entertainment. Mr. Keeton's position with JCC Holding remains subject
to the Louisiana Gaming Control Board finding him suitable under the Gaming Act.
Prior to joining the Company, Mr. Keeton served in various capacities at
Harrah's Entertainment including Director of Government Affairs from August 1994
to September 1998, Director of Corporate Claims Management from February 1990 to
July 1994, Senior Manager of Corporate Claims Management from February 1989 to
February 1990, and Manager of Claims from June 1984 to January 1989.

     Thomas M. Morgan, age 45, has served as the Vice President -- Development
of JCC Holding since January 2000. From January 1999 to December 1999, he served
in the same capacity as a leased employee from Harrah's Entertainment. Mr.
Morgan's position with JCC Holding remains subject to the Louisiana Gaming
Holding Control Board finding him suitable under the Gaming Act. Prior to
joining the Company, Mr. Morgan served as Vice President -- Development for
Harrah's Entertainment from January 1992 through December 1998. From April 1985
through December 1991, Mr. Morgan served as Director of Development for Embassy
Suites, Inc., a hotel holding company.

                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

CLASS A COMMON STOCK PRICE

     JCC Holding's class A common stock began trading on the American Stock
Exchange under the symbol "JAZ" during the fourth quarter of fiscal 1998 on
December 9, 1998. Prior to that time, JCC Holding's class A common stock was not
listed or traded on any organized market. Each share of JCC Holding's class B
common stock, which does not trade on any market and all of which are held by
two entities, and each share of JCC Holding's class A common stock, will
automatically convert into one share of JCC Holding's unclassified common stock
on the Transition Date. The table set forth below provides, on a per share basis
for each quarterly period in 1999 and the period from December 9, 1998 to
December 31, 1998, the high and low sales prices of JCC Holding's class A common
stock as reported on the American Stock Exchange.

<TABLE>
<CAPTION>
                                                               HIGH     LOW
                                                              ------   -----
<S>                                                           <C>      <C>
Fiscal 1999
  First Quarter.............................................  $ 3.75   $3.00
  Second Quarter............................................  $ 8.75   $3.38
  Third Quarter.............................................  $ 9.50   $5.88
  Fourth Quarter............................................  $10.00   $2.69
Fiscal 1998
  Fourth Quarter for the period from December 9, 1998
     to December 31, 1998...................................  $ 4.00   $3.38
</TABLE>

                                       19
<PAGE>   22

HOLDERS

     As of March 17, 2000, there were approximately 430 record holders of the
class A common stock, and the Company estimates that there were approximately
1,975 beneficial owners of the class A common stock. As of March 17, 2000 there
were 2 beneficial owners and record holders of the class B common stock.

DIVIDEND POLICY

     JCC Holding has never paid any cash dividends on its class A or class B
common stock and does not intend to pay cash dividends on its class A or class B
common stock in the foreseeable future. Further, pursuant to the terms of the
Company's credit agreement, for as long as there are amounts outstanding
thereunder no dividends will be paid. In addition, the indentures governing the
Notes prohibit payment of cash dividends unless certain conditions are met,
including the condition that no dividend can be paid unless Jazz Casino has paid
the maximum amount of contingent interest payments required with respect to its
senior subordinated notes with contingent payments and its senior subordinated
contingent notes for certain periods of time. The payment of cash dividends, if
any, will be made only from assets legally available for that purpose, and will
depend on JCC Holding's financial condition, results of operations, current and
anticipated capital requirements, restrictions under then existing debt
instruments and other factors deemed relevant by JCC Holding's board of
directors.

     Certain institutional investors may only invest in dividend-paying equity
securities or may operate under other restrictions, which prohibit or limit
their ability to invest in the class A common stock.

RECENT SALES OF UNREGISTERED SECURITIES

     On April 29, 1999, JCC Holding awarded two of its executive officers 70,000
shares of class A common stock that are subject to certain restrictions on
transferability. The shares were issued to each of the officers without
consideration as a material inducement to serve as officers of the Company.
These issuances were exempt from registration under Section 5 of the Securities
Act of 1933 in reliance upon Section 4(2) of the Securities Act of 1933 as a
transaction by an issuer not involving a public offering.

                                       20
<PAGE>   23

ITEM 6. SELECTED FINANCIAL DATA.

     The following table sets forth selected consolidated statements of
operations and balance sheet data of (1) JCC Holding for the fiscal year ended
and as of December 31, 1999 and for the two month period ended and as of
December 31, 1998 and (2) Harrah's Jazz Company for the ten-month period ended
October 30, 1998 and for the fiscal years ended, and as of, December 31, 1997,
1996 and 1995. Although JCC Holding was incorporated on August 20, 1996, prior
to October 30, 1998, the Company had not conducted any operations, generated any
revenues or issued any capital stock. Accordingly, separate financial
information with respect to the Company prior to the two month period ended
December 31, 1998 are omitted because the Company does not believe that such
separate financial information is material. On October 30, 1998, Jazz Casino
succeeded to all of the assets of Harrah's Jazz Company except the property
located at 3 Canal Place and the property located on Fulton and Poydras Streets,
which vested in Canal Development and Fulton Development, respectively. The
selected financial data for the ten-month period ended October 30, 1998 and for
the fiscal years ended and as of December 31, 1997, 1996 and 1995 have been
derived from Harrah's Jazz Company's audited financial statements. The selected
financial data for the fiscal year ended and as of December 31, 1999 and for the
two-month period ended and as of December 31, 1998 have been derived from the
Company's audited financial statements. The selected financial data should be
read in conjunction with "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Item 8. Financial Statements
and Supplementary Data."

<TABLE>
<CAPTION>
                             JCC HOLDING (SUCCESSOR)          HARRAH'S JAZZ COMPANY (PREDECESSOR)
                           ---------------------------   ---------------------------------------------
                                                          TEN MONTH
                           FISCAL YEAR     TWO MONTH       PERIOD
                              ENDED       PERIOD ENDED      ENDED      FISCAL YEAR ENDED DECEMBER 31,
                           DECEMBER 31,   DECEMBER 31,   OCTOBER 30,   -------------------------------
                               1999           1998          1998         1997       1996       1995
                           ------------   ------------   -----------   --------   --------   ---------
                                                         (IN THOUSANDS)
<S>                        <C>            <C>            <C>           <C>        <C>        <C>
RESULTS OF OPERATIONS:
Revenues(a)..............    $ 41,156       $    14       $     87     $  1,679   $  1,661   $  95,257
Extraordinary items(b)...          --            --        267,706           --         --          --
Net income (loss)........     (59,140)       (3,677)       169,993      (21,244)   (20,900)   (301,560)
Loss per share...........       (5.88)         (.37)           N/A          N/A        N/A         N/A
</TABLE>

<TABLE>
<CAPTION>
                                      JCC HOLDING (SUCCESSOR)     HARRAH'S JAZZ COMPANY (PREDECESSOR)
                                      ------------------------    -----------------------------------
                                                      FISCAL YEARS ENDED DECEMBER 31,
                                      ---------------------------------------------------------------
                                         1999          1998         1997         1996         1995
                                      ----------    ----------    ---------    ---------    ---------
                                                              (IN THOUSANDS)
<S>                                   <C>           <C>           <C>          <C>          <C>
BALANCE SHEET:
Total assets........................   $506,402      $343,131     $354,417     $359,469     $364,480
Long-term debt......................    368,222       185,519           --           --           --
Liabilities subject to compromise...         --            --      523,468      523,483      519,360
</TABLE>

---------------

(a)  JCC Holding's fiscal 1999 results of operations reflect approximately two
     months of revenues generated from the Casino, which opened on October 28,
     1999. In addition, Harrah's Jazz Company's fiscal 1995 results of
     operations reflect approximately seven months of revenues generated from
     the Basin Street Casino which closed in November 1995.

(b)  A discussion of the extraordinary item related to the discharge of debt
     during the bankruptcy proceedings is presented in Note 1 to Harrah's Jazz
     Company's financial statements included in "Item 8. Financial Statements
     and Supplementary Data."

                                       21
<PAGE>   24

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

     The following discussion and analysis should be read in conjunction with
"Item 6. Selected Financial Data" and "Item 8. Financial Statements and
Supplementary Data." This discussion contains forward-looking statements that
involve uncertainties and risks, such as statements of the Company's plans,
objectives, expectations and prospects. The Company's actual results could
differ materially from those discussed herein as a result of certain factors,
including but not limited to those discussed below in "-- Factors Affecting
Future Performance" and elsewhere in this document.

OVERVIEW

     JCC Holding is a casino and entertainment development company. It was
incorporated under Delaware law on August 20, 1996, and conducts business
through its wholly-owned subsidiaries, Jazz Casino, JCC Development, Canal
Development and Fulton Development. JCC Holding began operations in October
1998, when it assumed the business operations formerly owned by Harrah's Jazz
Company, which, as described below, filed for bankruptcy in November 1995. On
October 30, 1998, in accordance with the third amended plan of reorganization,
the Company became the successor to the operations of Harrah's Jazz Company.

     On November 22, 1995, Harrah's Jazz Company and Harrah's Jazz Finance
Corp., its wholly-owned subsidiary, filed for reorganization under Chapter 11 of
the United States Bankruptcy Code, ceased operation of the Basin Street Casino
and suspended construction of the Casino. Prior to consummation of the third
amended plan of reorganization on October 30, 1998, Harrah's Jazz Company's
activities consisted of administering the bankruptcy case, preparing the third
amended plan of reorganization and related disclosure statement, negotiating
with interested parties with respect to the third amended plan of
reorganization, and related issues. Harrah's Jazz Company's primary source of
operating funds was debtor-in-possession financing provided by Harrah's
Entertainment and its affiliates and its largest expenses were general and
administrative expenses and reorganization costs.

     Prior to consummation of the third amended plan of reorganization, the
Company had not conducted any operations, generated any revenues or issued any
capital stock. As of October 30, 1998, the effective date of the third amended
plan of reorganization, the Company applied "fresh start" reporting, which
resulted in a write-down of certain non-current assets totaling approximately
$75 million and the elimination of Harrah's Jazz Company's accumulated deficit.
In accordance with "fresh start" reporting, the difference between the assumed
reorganization value and the aggregate fair value of the identifiable tangible
assets resulted in a reduction in the value assigned to certain intangible
non-current assets. During the period from October 30, 1998 to October 27, 1999,
the Company's activities consisted primarily of administering the construction
of the Casino and preparing for opening the Casino on October 28, 1999.

     Although JCC Holding was incorporated on August 20, 1996, prior to October
30, 1998, the Company had not conducted any operations, generated any revenues
or issued any capital stock. The financial condition and results of operations
of the Company, after giving effect to the third amended plan of reorganization
and the application of "fresh start" reporting, are not comparable to the
financial condition and results of operations of either the Company or Harrah's
Jazz Company as of any dates and for any periods prior to October 30, 1998.
Furthermore, because the Casino did not open until October 28, 1999, the
discussion regarding operating results of Harrah's Jazz Company and the Company
during the periods presented in this report reflect only the Company's results
of operations subsequent to October 30, 1998, the effective date of the third
amended plan of reorganization, and the various components of significant
revenue and expense line items contributing to the Company's net losses. In
accordance with the Securities and Exchange Commission's guidelines, financial
statements and supplementary data of the Company and Harrah's Jazz Company are
presented in Item 8 herein.

RESULTS OF OPERATIONS

     Total Revenues. From October 28, 1999 to December 31, 1999, the Company
generated Casino revenue of $38.0 million, food and beverage revenue of $3.7
million, and retail, parking and other revenue of $1.7 million. Casino
promotional allowances amounted to $2.3 million resulting in total net revenues
of
                                       22
<PAGE>   25

$41.1 million. For the same period, although approximately 1.1 million people
visited the Casino, which exceeded expectations, revenues fell short of
expectations due to the fewer than anticipated gaming players visiting the
Casino.

     From January 1, 1999 to October 27, 1999, the Company generated revenues of
approximately $126,000 consisting of parking revenues generated primarily by the
parking facilities located on its property located at 3 Canal Place in New
Orleans and at the Casino that were opened in June and October 1999,
respectively.

     From October 30, 1998 to December 31, 1998, the Company generated revenues
of approximately $14,000 consisting of parking revenues generated by the parking
lot located on its property located at 3 Canal Place in New Orleans.

     Operating Expenses. From October 28, 1999 to December 31, 1999, the Company
incurred Casino expenses of $35.0 million resulting in a gaming operating profit
of $631,000. Gaming operating expenses primarily consist of the minimum gaming
revenue shares payments to the Louisiana Gaming Control Board under Jazz
Casino's casino operating contract, labor costs, player development and
entertainment costs, promotional costs, and security and surveillance related
expenses. Operating profit was lower than expected due to lower than anticipated
revenue levels coupled with the high fixed cost component associated with the
business.

     From October 28, 1999 to December 31, 1999, the Company incurred food and
beverage operating expenses of $2.9 million resulting in a food and beverage
operating profit of $818,000. Food and beverage operating expenses primarily
consist of labor costs and food and beverage raw materials costs. The food and
beverage segment is somewhat limited by contractual restrictions imposed by the
Louisiana Gaming Control Board in accordance with the terms of the Gaming Act.
The Casino is prohibited from offering seated restaurant facilities with table
food services for patrons. However, the Casino may offer cafeteria style food
services for employees and a buffet for patrons with seating for up to 250
people. In addition, the Louisiana Gaming Control Board permits the Casino to
contract with local food preparers to provide food from kiosks in specific
locations on the gaming floor.

     From October 28, 1999 to December 31, 1999, the Company incurred retail,
parking and other expenses of $1.2 million resulting in retail, parking and
other operating profit of $619,000. Retail, parking and other operating expenses
primarily consist of the cost of retail merchandise sold and expenses related to
operating the Casino's two parking facilities, and providing an employee
cafeteria.

     For the year ended December 31, 1999, the Company incurred general and
administrative expenses of $16.0 million consisting primarily of city rental
payments, salaries and wages of administrative staff, advertising expenses,
entertainment costs, and legal and professional fees. From October 30, 1998 to
December 31, 1998, the Company incurred general and administrative expenses of
$310,000 related to franchise taxes.

     For the year ended December 31, 1999 and from October 30, 1998 to December
31, 1998, the Company incurred depreciation and amortization expenses of $5.1
million and $111,000, respectively.

     From January 1, 1999 to October 27, 1999 and from October 30, 1998 to
December 31, 1998, the Company incurred pre-opening expenses of $35.2 million
and $3.6 million, respectively. These expenses consisted primarily of salaries
and wages, legal and professional fees, costs incurred to recruit and train
employees to work in the Casino and pre-opening marketing expenses.

     Reorganization Item. During 1999, preconfirmation contingencies were
reduced by $1.6 million due to a change in estimate.

     Other Income (Expenses). From October 28, 1999 to December 31, 1999, the
Company incurred interest charges of $6.9 million. Prior to October 28, 1999,
the Company capitalized all interest charges. From January 1, 1999 to October
27, 1999 and from October 30, 1998 to December 31, 1998, the Company capitalized
interest of $21.7 million and $3.5 million, respectively.

                                       23
<PAGE>   26

     For the year ended December 31, 1999 and from October 30, 1998 to December
31, 1998, the Company generated interest income of $412,000 and $310,000,
respectively, attributable primarily to overnight repurchase investments.

LIQUIDITY AND CAPITAL RESOURCES

     Capital resources for construction projects. From October 30, 1998 until
the Casino's opening on October 28, 1999, the Company's principal capital
requirements related to constructing the Casino. The Company estimates that from
the date Harrah's Jazz Company filed for bankruptcy, the total cost of
completing the Casino was approximately $380.6 million. This amount included,
among other things, hard costs of completing construction of the Casino, costs
of obtaining gaming equipment and supplies, reorganization costs related to the
bankruptcy, payments to unsecured creditors and cure payments in connection with
the assumption of certain contracts. Approximately $82.3 million of this amount
was expended and paid prior to the consummation of the third amended plan of
reorganization for hard construction costs to enclose the Casino, administrative
costs related to the reorganization process and various obligations under
Harrah's Jazz Company's agreements with the City of New Orleans. As of December
31, 1999, although the Casino facility was complete, all construction and
pre-opening invoices had not yet been received. Based on construction contracts
and purchasing documents, the remaining unbilled costs of completing the Casino
are anticipated to be approximately $21.7 million, including $7.5 million in
hard construction costs and $14.2 million for gaming equipment and supplies and
other pre-opening costs.

     The funds necessary to complete the development and construction of the
Casino (including the installation of certain gaming equipment and other
furniture, fixtures and equipment) were derived from a combination of the $15
million new equity investment from Harrah's Crescent City Investment Company,
the $211.5 million term loans under the Company's credit agreement, the $22.5
million under Jazz Casino's junior subordinated credit facility and the issuance
of approximately $27.3 million of convertible junior subordinated debentures,
all of which had been funded as of December 31, 1999. In addition, to finance
the loading of the Casino's slot machines with approximately $6 million in
coins, in a sale and leaseback transaction on October 20, 1999, Jazz Casino sold
1,085 of its slot machines to a subsidiary of Harrah's Entertainment. This
subsidiary is leasing the slot machines back to Jazz Casino, and Jazz Casino
used the proceeds from the sale to fill the slot machines with coins. Further,
Jazz Casino estimates that it will borrow an amount ranging from $5 million to
$8 million under the completion loan agreement with Harrah's Entertainment and
Harrah's Operating Company pursuant to their completion guarantees to fund the
balance of the construction and pre-opening costs.

     Working capital for operations. From October 28, 1999 to December 31, 1999,
the Company has experienced operating losses before depreciation and
amortization of approximately $14.1 million. A number of the contractual
agreements contain provisions that allow the Company to defer payment of certain
operating expenses to absorb these initial operating losses. A description of
the various deferral arrangements follows.

     Jazz Casino has the option to pay the first six semi-annual payments of
fixed interest on its senior subordinated notes with contingent payments in kind
rather than in cash. Jazz Casino also has the option of paying the interest on
its convertible junior subordinated debentures, in whole or in part, in kind
rather than in cash (1) at any time on or prior to October 30, 2003, and (2) at
any time thereafter if Jazz Casino does not make contingent payments with
respect to its senior subordinated contingent notes on the immediately preceding
interest payment date for the senior subordinated contingent notes. Under its
junior subordinated credit facility with Harrah's Entertainment and Harrah's
Operating Company, if Jazz Casino does not meet certain EBITDA tests for the
contingent payment periods ended on September 30, 2000 and 2001, or if,
subsequent to September 30, 2001, Jazz Casino pays interest in kind on its
senior subordinated notes with contingent payments, interest will not be paid
and will be added to the outstanding principal. In addition, the scheduled
quarterly repayments under the credit agreement with the banks will be deferred
for any of the first six semi-annual interest payment periods if interest on
Jazz Casino's senior subordinated notes with contingent payments is paid in kind
and the Manager has deferred its fees under the terms of its management
agreement with Jazz Casino and its agreement to provide Jazz Casino a minimum
payment guaranty. During 1999, Jazz
                                       24
<PAGE>   27

Casino paid the first and second interest payments on its senior subordinated
notes with contingent payments and convertible junior subordinated debentures in
kind rather than in cash, which amounted to $11.7 million and $2.3 million,
respectively and intends to continue to pay interest in kind rather than in cash
for at least the next 24 months. Jazz Casino estimates that for at least the
next 24 months interest on the junior subordinated credit facility will be paid
in kind and the scheduled quarterly repayments under the credit agreement with
the banks as discussed above will be deferred.

     No fixed interest is payable on Jazz Casino's senior subordinated
contingent notes. Contingent payments with respect to its senior subordinated
notes with contingent payments and its senior subordinated contingent notes, to
the extent they are due and owing, are payable on each interest payment date
based on the Contingent Payment Measurement Amount, as such term is defined in
the indentures governing the Notes. For the year ended December 31, 1999 and for
the period from October 30, 1998 to December 31, 1998, the Contingent Payment
Measurement Amount, as derived from the Company's audited financial statements,
was a negative $12.0 million and $310,000, respectively. During these same
periods, Jazz Casino's Consolidated EBITDA, as such term is defined in the
indentures governing the Notes and as derived from the Company's audited
financial statements, was a negative $12.0 million and $310,000, respectively.
During these periods, no contingent payments were accrued or were paid on either
the senior subordinated notes with contingent payments or the senior
subordinated contingent notes.

     Additionally, in accordance with the terms of the applicable agreement,
Jazz Casino is deferring the following amounts owed to Harrah's Entertainment or
its subsidiaries:

     - interest payments under its junior subordinated credit facility with
       Harrah's Entertainment and Harrah's Operating Company;

     - credit enhancement fees payable as consideration for the guarantee that
       Harrah's Entertainment and Harrah's Operating Company have agreed to
       provide with respect to certain amounts outstanding under the Company's
       credit agreement;

     - fees under its minimum payment guarantee agreement with Harrah's
       Entertainment and Harrah's Operating Company;

     - management fees under its management agreement with the Manager;

     Also on February 29, 2000, Jazz Casino entered into a limited forbearance
agreement with the Manager and Harrah's Operating Company. Under this
forbearance agreement, Harrah's Operating Company and/or the Manager agreed to
forebear until August 1, 2000, the payment of the following additional items
owed by Jazz Casino:

     - rent and certain additional charges owed with respect to certain
       equipment used at the Casino that Jazz Casino leases from Harrah's
       Operating Company;

     - fees owed with respect to certain administrative services that Harrah's
       Operating Company provides Jazz Casino under an administrative services
       agreement; and

     - certain costs, expenses and services for which Jazz Casino is required to
       reimburse the Manager under its management agreement.

     As of December 31, 1999, Jazz Casino has deferred approximately $6.8
million related to the payments and fees payable to Harrah's Entertainment or
its subsidiaries under the contractual agreements as well as under the
forbearance agreement discussed above.

     Under the credit agreement, Jazz Casino also has up to $25 million
available for working capital purposes under its revolving line of credit which
has been used to partially cover operating losses. As of December 31, 1999, the
outstanding balance under the revolving line of credit was $15.9 million, with
outstanding letters of credit of $2.2 million. As of February 28, 2000, the
outstanding balance was $22.1 million, including letters of credit, and as a
result of Harrah's Entertainment making the minimum daily payment to the
Louisiana

                                       25
<PAGE>   28

Gaming Control Board as discussed below, the outstanding balance as of March 17,
2000 was reduced to $15.0 million with outstanding letters of credit of $2.1
million.

     Under the terms of its casino operating contract, Jazz Casino must make
minimum daily payments to the Louisiana Gaming Control Board of approximately
$274,000 towards the minimum $100 million annual obligation. Jazz Casino did not
make the payment on February 28, 2000. On February 29, 2000, the Louisiana
Gaming Control Board sent notice of non-payment to Jazz Casino and a notice of
drawing to Harrah's Entertainment and Harrah's Operating Company, as called for
under the initial unconditional minimum payment guaranty agreement by Harrah's
Entertainment and Harrah's Operating Company in favor of the State of Louisiana
and the Louisiana Gaming Control Board. On February 29, 2000, Harrah's made the
payment due on February 28 in the amount of $821,918 (representing three minimum
daily payments due on February 28 in accordance with the contract), and began
making the minimum daily payments thereafter of approximately $274,000 per day.
As of March 17, Harrah's had made payments totaling $5.8 million to the
Louisiana Gaming Control Board on Jazz Casino's behalf. Because Jazz Casino's
drawing under the minimum payment guaranty (and any subsequent minimum payment
guaranty) could constitute a default under the Company's credit agreement if
Jazz Casino's reimbursement obligation to Harrah's Entertainment in connection
therewith exceeds $5 million (and drawings in excess of $5 million are
anticipated), the Company's lenders granted it a limited waiver of the default
subject to the following conditions (which have been satisfied subject to
certain conditions):

     - that Harrah's Entertainment and Harrah's Operating Company agree to renew
       their minimum payment guarantee for the full fiscal year beginning April
       1, 2000 through March 31, 2001;

     - with respect to up to $40 million of the amount that Harrah's
       Entertainment and Harrah's Operating Company may pay to the Louisiana
       Gaming Control Board on account of Jazz Casino under the minimum payment
       guaranty, they will not demand repayment of, and Jazz Casino may not
       repay, the principal or accrued interest owed on the principal, until, at
       the earliest, March 31, 2001;

     - the principal amount of unreimbursed payment obligations under this
       agreement to Harrah's Entertainment and Harrah's Operating Company may
       not exceed $40 million without additional lender waivers; and

     - the waiver is terminated when Harrah's Entertainment or Harrah's
       Operating Company demands repayment of the principal and accrued interest
       on the advances under the minimum payment guaranty.

Advances by Harrah's Entertainment under the minimum payment guaranty are first
priority liens on the assets of the Company and therefore rank ahead of bank
debt and the senior subordinated notes. If Harrah's Entertainment and Harrah's
Operating Company make advances under the minimum payment guaranty in excess of
$40 million, they will have the right to demand prompt payment of this excess
amount, including interest due on the excess. For a description of Harrah's
Entertainment's minimum payment guarantee and certain conditions under which the
minimum payment guarantee may be terminated, refer to "Factors Affecting Future
Performance -- Jazz Casino May Not be Able to Renew its Minimum Payment
Guarantee" and "-- The Company May Not be Able to Service its Significant Debt
and Other Payment Obligations."

     Capital expenditures. Pursuant to Jazz Casino's amended and restated ground
lease with the Rivergate Development Corporation and the City of New Orleans,
its management agreement with the Manager and its casino operating contract,
Jazz Casino established a capital replacement fund to fund the capital
expenditures necessary to operate the Casino. Jazz Casino is 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
December 31, 1999, Jazz Casino had deposited $500,000 into the interest-bearing
capital reserve account.

                                       26
<PAGE>   29

     Funds provided by a combination of the sources described above, including
funds provided by Harrah's Entertainment and Harrah's Operating Company under
their completion guarantees and minimum payment guaranty, anticipated cash flows
from operations and the ability to defer certain payment obligations as
described above, are expected to be sufficient to satisfy the Company's
financial obligations, including capital expenditures and working capital for
operations, during the next 12 months. The Company cannot assure that additional
financing, if needed, will be available to Jazz Casino, or that, if available,
the financing will be on terms favorable to the Company. In addition, the
Company cannot assure that Jazz Casino's estimate of its reasonably anticipated
liquidity needs is accurate or that new business developments or other
unforeseen events will not occur resulting in the need to raise additional
funds.

     Capital resources for development activities. In addition to the gaming
related entertainment offered at the Casino, the Company plans to develop
additional real estate in New Orleans for entertainment uses that support the
Casino. JCC Development leases the second floor of the Casino from Jazz Casino.
The second floor 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 ultimately will consist of approximately 130,000 square feet of
multipurpose non-gaming entertainment space. JCC Development has expended
approximately $1.4 million through December 31, 1999 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. JCC Development has arranged to
borrow up to $2 million from a subsidiary of Harrah's Entertainment to fund
these items. Borrowings under this loan bear interest at 9% per year, and, at
JCC Development's option, may be paid in cash or in kind. Principal and interest
under this loan must be paid out of the permanent financing ultimately obtained
for the completion of the second floor of the Casino. As of December 31, 1999,
JCC Development has borrowed $1.2 million under this loan. Jazz Casino and JCC
Development 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 is
currently considering alternatives for financing of the remainder this
development. Without additional financing, the Company will be unable to effect
this build-out and development.

     Fulton Development owns the city block of historical buildings across the
street from the Casino and its garages, which the Company plans to develop into
other entertainment uses that support the Casino. At this time, the Company has
not completed its plans, and no financing has been obtained, for this
development.

     Canal Development owns the parcel of land across from the Casino located at
3 Canal Place, adjacent to the Canal Place Shopping Center. On February 14,
2000, Fulton Development entered into a contract to sell to Wyndham
International, a hotel developer, this property for $6.5 million. Prior to the
sale, it is anticipated that Canal Development, the owner of the property, will
transfer the property to Fulton Development in exchange for a membership
interest in Fulton Development. As a condition to this sale, Wyndham must begin
construction of a 300 room hotel within two years of closing or Fulton
Development will have the option to repurchase the property for $6.5 million
plus interest on the purchase price equal to 7% per year. The Company is
currently evaluating alternatives for the use of the proceeds generated from
this sale. The sale is contingent upon obtaining certain third party approvals
and Wyndham International completing its due diligence and is expected to close
during the second quarter in 2000. Because the sale of the 3 Canal Place
property would violate certain of the covenants in the Company's credit
agreement, among the required third party approvals, the Company must obtain
certain waivers and consents of the lenders under its credit agreement for Canal
Development to transfer the property to Fulton Development and for Fulton
Development to sell the property to Wyndham International.

INFLATION

     To date, the Company believes inflation has not had a material impact on
the Company's operations.

                                       27
<PAGE>   30

RECENTLY ISSUED PRONOUNCEMENTS

     In 1998, the Financial Accounting Standards Board issued a new Statement of
Financial Accounting Standards, or SFAS, No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which has been amended to be effective for
fiscal years beginning after June 15, 2000. SFAS 133 requires, among other
things, that derivatives be recorded on the balance sheet date at fair value.
Changes in the fair value of derivatives may, depending on circumstances, be
recognized in earnings or deferred as a component of stockholders' equity until
a hedged transaction occurs. The Company has not completed the process of
evaluating the impact that will result from adopting SFAS 133. The Company is
therefore unable to disclose the impact that adopting SFAS 133 will have on its
financial position and results of operations when such statement is adopted.

                      FACTORS AFFECTING FUTURE PERFORMANCE

GAMING LAWS AND REGULATIONS COULD ADVERSELY AFFECT THE COMPANY'S OPERATIONS

     Future state legislation could adversely affect the Company's
operations. The Company cannot assure that the Louisiana legislature will not
enact legislation that imposes obligations, restrictions or costs that could
interfere with Jazz Casino's casino operations, cause Jazz Casino to violate
agreements to which it is a party or otherwise materially and adversely affect
the Company. Because legalized gaming is a relatively new industry in Louisiana,
over the past few years the Louisiana state legislature has given a significant
amount of attention to gaming related bills, many of which could impact the
Casino. For example, at various times, bills have been introduced to:

     - constitutionally and/or legislatively repeal all forms of gaming
       (including gaming at the Casino);

     - increase taxes on casinos;

     - permit dockside riverboat gaming;

     - limit credit that may be extended by casinos;

     - mandate payout schedules for slot machines;

     - limit days and hours of casino operations; and

     - create additional restrictions on food service offered at the Casino.

     The Company cannot assure that Louisiana will not subsequently enact new
legislation that modifies or revokes Jazz Casino's right to conduct gaming
activities or otherwise materially and adversely affects the Company's business
and operations. For example, in the spring of 1996, the Louisiana legislature
passed legislation that called for a parish-by-parish referendum to decide, on
an item-by-item basis, whether riverboat gaming, video poker gaming and, in
Orleans Parish, a land-based casino should be permitted to operate in the
parish. Although, on November 5, 1996, voters in Orleans Parish elected to
permit land-based casino gaming, riverboat gaming and video poker gaming in
Orleans Parish, if similar legislation is enacted in the future, it could lead
to the Casino's gaming operations being suspended or permanently prohibited. In
addition, the State of Louisiana could increase competition by authorizing
additional riverboats or other forms of gaming or it could authorize dockside
gaming or other land-based casinos in Orleans Parish or elsewhere in Louisiana.
For example, in 1997, the Louisiana legislature authorized the use of slot
machines at race tracks in three parishes in Louisiana (but not Orleans Parish)
subject to a 15,000 square foot limitation. For a more detailed description of
the risks associated with the competition that the Company faces, refer to
"-- The Gaming Industry is Highly Competitive." In addition, other legislative
changes, such as broadened food service restrictions, and the introduction of
new legislation, could materially and adversely affect the Company's business,
financial condition and results of operations. For a description of certain
risks associated with legislative restrictions on the Casino's operation, refer
to "-- The Casino is Subject to Limits on Providing Lodging, Food Services,
Entertainment and Retail Operations That Could Impact Its Ability to Operate
Profitably."
                                       28
<PAGE>   31

     Jazz Casino and certain of its affiliates must be found suitable under
Louisiana law. Jazz Casino was not permitted to operate the Casino unless and
until certain persons were found suitable by the Louisiana Gaming Control Board.
These persons include (1) Jazz Casino, (2) JCC Holding, (3) Harrah's
Entertainment, (4) the Manager and (5) certain members, officers and directors
of these companies. In addition, additional officers and directors of Jazz
Casino, JCC Holding or the Manager may be required to be found suitable. If all
required suitability findings are not received on a timely basis, it could
materially and adversely affect the Company's business, financial condition and
results of operations. Once found suitable, entities and persons that are
required to be suitable have an ongoing obligation to maintain their suitability
throughout the term of Jazz Casino's casino operating contract. If these
entities and persons fail to maintain their suitability, Jazz Casino or the
Manager may be found unsuitable. Jazz Casino's and the Manager's suitability
also may be adversely affected by persons associated with them and their
respective affiliates, over whom Jazz Casino and the Manager have no control. If
Jazz Casino or the Manager is found unsuitable and, as a consequence, Jazz
Casino's casino operating contract is revoked, it would materially and adversely
affect the Company's business, financial condition and results of operations.

     The Gaming Act, the rules and regulations promulgated thereunder, and Jazz
Casino's casino operating contract also impose certain suitability requirements
on the holders of the Notes, Jazz Casino's convertible junior subordinated
debentures and holders of equity in Jazz Casino and its affiliates, including
JCC Holding. For a description of these requirements, refer to "-- Holders of
Common Stock, Notes or Convertible Junior Subordinated Debentures May be
Required to Divest These Securities at Unfavorable Times or Costs."

     Jazz Casino, JCC Holding and their debt and equity holders could be the
subject of regulatory enforcement actions. The Louisiana Gaming Control Board is
empowered to sanction Jazz Casino, JCC Holding, the Manager, holders of debt and
equity of Jazz Casino and its affiliates, including JCC Holding, and people that
hold permits, licenses or that are required to be found suitable by the
Louisiana Gaming Control Board for violations of the Gaming Act and the rules
and regulations promulgated thereunder. If Jazz Casino, Jazz Casino's employees,
JCC Holding or the Manager fails to comply with the Gaming Act, the rules and
regulations promulgated thereunder or regulatory requirements in Jazz Casino's
casino operating contract, including suitability requirements, it could
materially and adversely affect the Company as well as holders of debt and
equity of Jazz Casino and its affiliates. For example, the Company could be
subject to fines, suspension of its rights granted by the casino operating
contract and, under certain circumstances, revocation or termination of the
casino operating contract. In addition, if any holder of Notes, Jazz Casino's
convertible junior subordinated debentures or JCC Holding's class A or class B
common stock is required to be suitable and fails to be suitable, the holder may
be required to sell or otherwise divest such securities at substantially
below-market prices.

     The Company may not be able to enforce its contractual rights against the
State of Louisiana. Under its casino operating contract, Jazz Casino is entitled
to bring an action to compel specific performance or any other remedy permitted
or provided by law if the Louisiana Gaming Control Board breaches the contract
and fails to cure the breach. In the spring of 1996, however, the Louisiana
legislature enacted a bill that purports to amend the Gaming Act to provide the
State of Louisiana and all of its subdivisions (including the Louisiana Gaming
Control Board) with immunity from suit and liability for any action or failure
to act on the part of Louisiana or any of its political subdivisions (including
the Louisiana Gaming Control Board). The Company cannot assure that in the event
Jazz Casino seeks to enforce its rights under the casino operating contact, that
a court would allow the suit to proceed. If the Louisiana Gaming Control Board
fails to comply with the casino operating contract, it could materially and
adversely affect the Company's business, financial condition and results of
operations. This adverse affect would be exacerbated if a court applied the
immunity statute and precluded Jazz Casino from seeking recourse in a judicial
forum.

     The Casino's operations could be subject to future federal legislation. In
1996, Congress enacted a law creating a federal commission to study the economic
and social impact of gaming and report its findings to Congress and the
President. A report was issued by the commission in June 1999. The Company is
unable at this time to determine the impact of this report on future legislation
that may impact the gaming industry. The Company cannot assure that the report
will not result in new laws or regulations that would adversely impact the
gaming industry in general and the Casino in particular.
                                       29
<PAGE>   32

THE POLITICAL ENVIRONMENT IN LOUISIANA COULD ADVERSELY AFFECT THE COMPANY'S
ABILITY TO OPERATE THE CASINO OR DEVELOP ITS OTHER PROPERTIES

     Louisiana state and local politics have affected, and will continue to
affect, the Casino's development and may affect the Casino's operation. There is
considerable opposition to gaming among a segment of the population in
Louisiana. The enactment and implementation of gaming legislation in Louisiana
and the Casino's development have been the subject of lawsuits, claims and
delays brought about by various anti-gaming and preservationist groups and
competitors of the Casino. Although these lawsuits and claims have all been
settled or dismissed, these lawsuits and claims, together with contract
negotiations with Louisiana and New Orleans governmental entities, significantly
delayed the Casino's development. Additional lawsuits and the uncertain
political environment may result in further delays, all of which could
materially and adversely affect the Company's business, financial condition and
results of operations.

JAZZ CASINO MAY NOT BE ABLE TO RENEW ITS MINIMUM PAYMENT GUARANTY

     Jazz Casino is required to pay at least $100 million per year to the State
of Louisiana under its casino operating contract and to obtain a guaranty of
this $100 million payment obligation. On October 30, 1998 Harrah's Entertainment
and Harrah's Operating Company agreed to post the guaranty of the $100 million
payment for the first year of operation and, subject to certain conditions, on
an annual basis, through March 31, 2004, but not for the entire term of the
casino operating contract. Harrah's Entertainment and Harrah's Operating Company
are not required to post the minimum payment guaranty under certain conditions
outlined in their agreement with Jazz Casino. Although on February 29, 2000 they
agreed to post their guaranty for the full year beginning April 1, 2000 through
March 31, 2001, Harrah's Entertainment and Harrah's Operating Company do not
have to re-post their guaranty for that year if, among other things:

     - Jazz Casino has declared bankruptcy;

     - Jazz Casino fails to pay certain guaranty fees;

     - Harrah's Entertainment or its affiliates are found unsuitable under the
       applicable gaming laws;

     - the Manager is removed as the manager of the Casino;

     - the casino operating contract is terminated;

     - Jazz Casino breaches certain covenants under the agreement pursuant to
       which Harrah's Entertainment and Harrah's Operating Company have agreed
       to provide the guaranty; or

     - certain circumstances occur that are generally beyond Jazz Casino's
       control, such as strikes, acts of God, war and certain legislative
       actions, that cause the Casino to temporarily close or otherwise stop
       operating.

In addition to the conditions described above, on an annual basis, Harrah's
Entertainment and Harrah's Operating Company are not required to re-post their
guaranty after April 1, 2001 and prior to March 31, 2004 if Jazz Casino fails to
meet certain EBITDA targets or if Jazz Casino does not make the required $100
million minimum payment to the State of Louisiana and there is a minimum payment
default under the casino operating contract. The Company does not currently
anticipate meeting the EBITDA targets as of April 1, 2001.

     After March 31, 2004, Harrah's Entertainment and Harrah's Operating Company
have stated that at their sole discretion, they may decide not to re-post the
guaranty. In making this decision, Harrah's Entertainment and Harrah's Operating
Company have stated that they will consider only their own interests and will
not consider the interests of any other person, including the Company. On March
31, 2004, or at any earlier time that Harrah's Entertainment and Harrah's
Operating Company fail to post the $100 million minimum payment guaranty to the
State of Louisiana, Jazz Casino must find a substitute guarantor to provide a
minimum payment guaranty. If Jazz Casino cannot locate a substitute guarantor on
satisfactory terms, it would materially and adversely affect the Company because
the casino operating contract would terminate

                                       30
<PAGE>   33

(with no cure period) and the Casino would have to close. Currently Harrah's
Entertainment and Harrah's Operating Company are making payments pursuant to
their minimum payment guaranty.

THE CASINO MAY NEVER BE PROFITABLE

     The Company cannot predict the number of visitors to the Casino, their
propensity to wager or the success of land based gaming in New Orleans, a market
that has never supported significant land based gaming operations. For example,
Harrah's Jazz Company projected that revenues for the 12 months that the Basin
Street Casino was scheduled to operate would be approximately $395 million, or
an average of approximately $33 million per month. The actual results of the
Basin Street Casino, however, proved to be significantly less than Harrah's Jazz
Company's projections for the Basin Street Casino. Gross revenues for the Basin
Street Casino's six full months of operations averaged approximately $13 million
per month and, for those six months, the Basin Street Casino had significant
negative operating cash flows, and net losses in every month, averaging
approximately $13.5 million per month. In addition, Jazz Casino has a limited
operating history. Further, the Casino cannot have associated hotel or
full-service food operations. Neither JCC Holding's board of directors nor
certain of the Manager's officers have experience operating a land-based casino
of the Casino's size without associated hotel and full-service food operations.
As a result, Jazz Casino may never be able to operate the Casino in a profitable
manner or generate positive net earnings. The Company expects that it will
sustain substantial net losses in the first two years of the Casino's
operations. For the year ended December 31, 1999, the Company incurred losses of
$59.1 million, which were greater than anticipated due primarily to the Casino's
lower than projected revenues. For a description of certain other factors that
could affect the Casino's profitability, refer to "-- The Company May Not be
Able to Service its Significant Debt and Other Payment Obligations," "-- The
Company Does Not Have Sufficient Working Capital to Fund the Casino's
Operations," "-- The Casino is Subject to Limits on Providing Lodging, Food
Services, Entertainment and Retail Operations That Could Impact Its Ability to
Operate Profitably," and "-- The Gaming Industry is Highly Competitive."

THE COMPANY MAY NOT BE ABLE TO SERVICE ITS SIGNIFICANT DEBT AND OTHER PAYMENT
OBLIGATIONS

     The Company incurred significant debt in connection with the transactions
consummated pursuant to the third amended plan of reorganization and, as a
result, has significant debt service obligations. As of December 31, 1999, the
Company's total long-term indebtedness was approximately $464.0 million and its
debt to equity ratio was 10.2 to 1.0. The Company's total long-term indebtedness
may also increase if:

     - fixed interest on Jazz Casino's senior subordinated notes with contingent
       payments is not paid in cash but is paid with additional notes;

     - interest on Jazz Casino's convertible junior subordinated debentures is
       not paid in cash but is paid with additional debentures;

     - Harrah's Entertainment and Harrah's Operating Company are required to
       continue to make payments under their completion guarantees or minimum
       payment guaranty, for which the Company is obligated to reimburse
       Harrah's Entertainment and Harrah's Operating Company; or

     - the Company obtains financing to fund the build-out of the non-gaming
       tenant improvements on the second floor of the Casino or the development
       of its property located on Fulton and Poydras Streets.

     Jazz Casino also has payment obligations to the Rivergate Development
Corporation and the Louisiana Gaming Control Board. Under its casino operating
contract, each year Jazz Casino must pay the Louisiana Gaming Control Board at
least $100 million. In addition, under Jazz Casino's amended and restated ground
lease with the Rivergate Development Corporation and the City of New Orleans,
each year Jazz Casino must pay the Rivergate Development Corporation (1) at
least $12.5 million plus (2) up to $3.25 million of other general annual
payments plus (3) certain one-time payments during the first two years after the
Casino opens. Jazz Casino also must make significant payments into a marketing
fund and a capital replacement fund for refurbishing the Casino.

                                       31
<PAGE>   34

     Jazz Casino's substantial indebtedness and significant payment obligations
could materially and adversely affect the Company's business, financial
condition and results of operations. Its indebtedness and payment obligations
could:

     - make it more difficult for the Company to satisfy its debt and other
       payment obligations;

     - increase the Company's vulnerability to general adverse economic and
       industry conditions;

     - limit the Company's ability to obtain additional financing on
       satisfactory terms and to otherwise fund its future working capital,
       capital expenditures and other general corporate requirements;

     - require the Company to dedicate all or a substantial portion of any cash
       flow its operations may generate to payments on indebtedness and payments
       of other obligations, thereby reducing the availability of this cash flow
       to fund its working capital, capital expenditures and other general
       corporate purposes;

     - limit the Company's flexibility in planning for, or reacting to, changes
       in its business and the gaming industry;

     - place the Company at a competitive disadvantage compared to competitors
       that have less debt; and

     - result in an event of default under one or more of the Company's
       agreements that could materially and adversely affect the Company's
       business, financial condition and results of operations; and/or

     - lead to restrictions and defaults under Jazz Casino's casino operating
       contract including defaults under certain financial stability
       requirements, which could lead to closing the Casino, termination of the
       casino operating contract and/or appointing a conservator.

     The Casino has not achieved the level of gaming activity and operating cash
flow necessary to satisfy certain of its obligations described above. For
example, to ensure that the Company has sufficient liquidity to satisfy its
operating expenses, on February 28, 2000, Jazz Casino stopped making the
required daily payment to the Louisiana Gaming Control Board due under the
casino operating contract and on February 29, 2000, Harrah's Entertainment and
Harrah's Operating Company began paying under their minimum payment guaranty
Jazz Casino's required daily payment to the Louisiana Gaming Control Board due
under the casino operating contract. Also on February 29, 2000, Jazz Casino
entered into a limited forbearance agreement with the Manager and Harrah's
Operating Company that entitles Jazz Casino to defer until August 1, 2000
certain payments that it is otherwise required to pay Harrah's Operating Company
and/or the Manager. In addition, Jazz Casino estimates that it will borrow an
amount ranging from $5 million to $8 million under the completion loan agreement
with Harrah's Entertainment and Harrah's Operating Company pursuant to their
completion guarantees to fund certain outstanding Casino construction and
pre-opening costs.

     The Casino may not achieve the level of gaming activity and operating cash
flow necessary to satisfy its financial obligations. In addition, the Company's
future operating results are subject to significant business, economic,
regulatory, political and competitive uncertainties and contingencies, many of
which are outside the Company's control. If the Company's operating cash flow
continues to remain insufficient to cover its expenses, including its
obligations to make payments on indebtedness (such as principal and interest),
the minimum $100 million payment to the Louisiana Gaming Control Board and the
other payments described above, as well as the expenses incident to operating
its business, the Company may be forced to reduce or delay planned capital
expenditures, sell assets, restructure debt or issue additional equity to meet
principal repayment and other obligations in later years. The Company cannot
assure that any of these remedies would be satisfactory or could be effected on
satisfactory terms, or at all, because of, among other things, the special
purpose nature of the Casino and the significant government regulation to which
the Company is subject. Alternative financings could further impair the Casino's
competitive position and reduce its cash flow. Moreover, if Harrah's
Entertainment and Harrah's Operating Company are required to pay more than $40
million of Jazz Casino's required daily payments to the Louisiana Gaming Control
Board, it may result in an event of default under the Company's credit
agreement. The occurrence of an event of default under the

                                       32
<PAGE>   35

credit agreement would materially and adversely affect the Company's business,
financial condition and results of operations.

THE COMPANY DOES NOT HAVE SUFFICIENT WORKING CAPITAL TO FUND THE CASINO'S
OPERATIONS

     The Company's working capital is not sufficient to fund the Casino's
operations. The Company cannot assure that, without the funding of the daily
payments due to the Louisiana Gaming Control Board under the minimum payment
guaranty, its sources of working capital will be sufficient for Jazz Casino to
operate the Casino. Jazz Casino's sources of working capital are limited to
availability under its revolving line of credit under the Company's credit
agreement and any cash flow from its operations in excess of its fixed charges
and other payment obligations. However, the Company's credit agreement requires
a portion, or in some instances all, of the cash flow of the Company from
operations in excess of fixed charges and other payment obligations to be used
to repay the loans outstanding under the credit agreement. If these sources of
working capital are not sufficient, Jazz Casino may not be able to obtain new
sources of working capital on satisfactory terms, or at all. The Company's
inability to obtain sufficient working capital would materially and adversely
affect the Company's business, financial condition and results of operations.

     In addition, prior to each borrowing under the Company's credit agreement,
certain conditions must be satisfied, including that (1) there exists no default
with respect to payments, or due to bankruptcy or insolvency events, under the
completion guarantees from Harrah's Entertainment and Harrah's Operating
Company, the credit agreement or the guaranty by Harrah's Entertainment and
Harrah's Operating Company of up to $166.5 million of loans and/or stated
amounts of credit under the Company's credit agreement and (2) all
representations under such loan guaranty remain true and correct in all material
respects. If the Company cannot satisfy these conditions, Jazz Casino will not
be able to borrow funds under the credit agreement and will thus be deprived of
its source of working capital financing. The Company cannot assure that these
conditions can be satisfied during the duration of the credit agreement. If Jazz
Casino is unable to obtain funds under the credit agreement, it would materially
and adversely affect the Company's business, financial condition and results of
operations.

THE CASINO IS SUBJECT TO LIMITS ON PROVIDING LODGING, FOOD SERVICES,
ENTERTAINMENT AND RETAIL OPERATIONS THAT COULD IMPACT ITS ABILITY TO OPERATE
PROFITABLY

     The Gaming Act and the rules and regulations promulgated thereunder
prohibit the Company from engaging in certain activities, including the
following:

     - giving away or subsidizing food within the Casino;

     - offering direct table food services or food services with seating in
       excess of 250 people;

     - contracting with local restaurant owners to provide food at designated
       areas within the Casino, except under certain circumstances;

     - offering lodging within the Casino;

     - engaging in any practice or entering into any business relationships to
       give any hotel, whether or not affiliated with Jazz Casino, any advantage
       or preference not available to any similarly situated hotels; and

     - selling products in the Casino that are not directly related to gaming.

     Also, under Jazz Casino's casino operating contract and the Gaming Act's
rules and regulations, the provisions described above relating to food, lodging
and retail activities apply to the Company's operations on the second floor of
the Casino. Under the terms of the second floor sublease, currently the Company
is also prohibited from offering facilities on the second floor of the Casino,
the principal business purpose of which is a restaurant.

     Neither Jazz Casino, the Manager nor Harrah's Entertainment has operated a
land-based casino of the size of the Casino without associated hotel and
full-service food operations. Unlike the Casino, the majority of
                                       33
<PAGE>   36

the Casino's competitors operate without restrictions on lodging, food services
and entertainment. This is a significant competitive disadvantage for the
Company. The Company cannot assure that Jazz Casino and the Manager will be able
to operate and manage the Casino on a profitable basis without such amenities.

THE GAMING INDUSTRY IS HIGHLY COMPETITIVE

     The gaming industry is highly competitive and contains companies that in
many instances have greater resources than the Company. The Company believes
that the Casino's principal competitors are gaming facilities located on the
Mississippi Gulf Coast and the riverboats located in Orleans Parish and in the
New Orleans metropolitan area. To a lesser degree, the Casino also competes with
established and proposed casino hotel operations in Las Vegas, Nevada and
Atlantic City, New Jersey as well as riverboats in other areas in Louisiana and
with casinos operated by Native American tribes in the central portion of
Louisiana. The Casino also competes locally with other forms of legal wagering
including off-track betting parlors, charitable gaming, a state lottery and
video draw poker devices operated at certain locations. Some of the Casino's
competitors have longer operating histories, greater name recognition, and
substantially greater resources than the Company. As a result, their financial
strength could prevent the Casino from capturing gaming customers. Further, the
Casino operates under significant restrictions on its ability to provide
lodging, food services and entertainment imposed by the Gaming Act and the rules
and regulations promulgated thereunder. The ability of the Casino's competitors
to provide these services without restriction is a significant competitive
disadvantage for the Company.

     Riverboat gaming operations in Louisiana are regulated by the Riverboat
Act, which does not impose restrictions on food services and entertainment.
Although the Riverboat Act only permits dockside gaming at the facilities
located in the Shreveport area, the Riverboat Act has been administered to allow
riverboats in other areas to conduct gaming while the riverboats are not
cruising under certain circumstances. Riverboats that remain moored under these
circumstances are permitted to allow customers' unlimited entry and exit,
thereby increasing competition to the Casino by limiting its allure as the only
land-based casino in New Orleans. Competition to the Casino on a local and
regional sale would increase if the Riverboat Act is amended to permit increased
or unlimited dockside gaming or to increase the number of permitted riverboats.
Additional regional competition also may be generated from land-based or
dockside casino facilities that may open in states that do not currently allow
casino gaming activities, including Alabama and Texas. Bills seeking to legalize
gaming in these states have been introduced in the past. Although these bills
were not enacted, similar bills may be introduced and passed in future
legislative sessions. The Company cannot guarantee that the Casino will be able
to successfully compete with the significant level of existing or new
competition. If the Company fails to adapt to emerging demands in the gaming
industry or to compete successfully with existing or new competitors, it could
materially and adversely affect the Company's business, financial condition and
results of operations.

JAZZ CASINO MAY HAVE NO RECOURSE IF ADDITIONAL LAND-BASED CASINOS OR DOCKSIDE
RIVERBOAT GAMING IS PERMITTED

     The Gaming Act presently restricts land-based casino gaming in Orleans
Parish to where the Casino is presently located, at the foot of Canal and
Poydras Streets on the site of New Orleans' former Rivergate Convention Center.
However, the Company cannot assure that the State of Louisiana will not enact
future legislation that would permit competing land-based casinos at other sites
or in parishes other than Orleans Parish, including other parishes in the New
Orleans metropolitan area. If an additional land-based casino gaming
establishment is authorized to operate in Orleans Parish, Jazz Casino would not
have to pay the Louisiana Gaming Control Board the compensation required under
the provisions of its casino operating contract, although this obligation may
resume pursuant to the terms of the casino operating contract. Additional
land-based casino operations could materially and adversely affect the Casino's
operations by increasing the amount of competition it faces.

     Additional dockside riverboat gaming could adversely affect the Casino's
ability to attract gaming patrons, without relieving Jazz Casino of its
obligation to pay the Louisiana Gaming Control Board the compensation required
under its casino operating contract. However, because Louisiana laws requiring
                                       34
<PAGE>   37

riverboats to sail in accordance with safety conditions and within their
schedules are frequently unenforced, riverboats may be able to conduct gaming
operations while at dockside in violation of these laws. Under the casino
operating contract, if the State of Louisiana or the Louisiana Gaming Control
Board permits any riverboat to conduct dockside gaming in material violation of
the Riverboat Act or the Gaming Act after receiving notice of the violation from
Jazz Casino and having an opportunity to cure the violation, Jazz Casino will be
entitled to sue the Louisiana Gaming Control Board and/or the State of Louisiana
to seek to compel them to perform under the casino operating contract. Jazz
Casino will also be entitled to seek the judicial remedy of mandamus against the
Louisiana Gaming Control Board or any other appropriate governmental authority,
which, if granted, would compel the Louisiana Gaming Control Board or other
governmental authority not to permit these violations to occur. However, Jazz
Casino's obligation to pay specified percentages of the Casino's gross gaming
revenue to the Louisiana Gaming Control Board under its casino operating
contract will continue during the pendency of any such judicial action through
final non-appealable judgment. Thereafter, even if the court finds that the
Louisiana Gaming Control Board permitted a riverboat to conduct dockside gaming,
Jazz Casino will not be relieved of its obligation to pay the Louisiana Gaming
Control Board portions of the Casino's gross gaming revenue. In addition, an
exception to the exclusivity provisions of the casino operating contract permits
an amendment to the Gaming Act to allow one riverboat to conduct dockside gaming
on Lake Pontchartain in Orleans Parish. If such an amendment is adopted but the
Louisiana Gaming Control Board does not enforce the limitations under which the
riverboat is required to operate, Jazz Casino may seek relief by way of specific
performance and/or mandamus. However, it will not be relieved of its obligation
under the casino operating contract to pay the Louisiana Gaming Control Board
portions of the Casino's gross gaming revenue.

     In addition, a state law enacted in 1996 purports to, among other things,
retroactively amend the Gaming Act to provide that conducting gaming operations
on riverboats while the riverboat is on a designated waterway and temporarily at
dockside does not constitute the authorization of additional land-based casino
gaming operations. As a result, it will not relieve Jazz Casino of its
obligation to pay compensation to the Louisiana Gaming Control Board in
accordance with the casino operating contract. The 1996 state law also provides
that governmental inaction that results in another land-based casino being
operated in Orleans Parish will not relieve Jazz Casino of its obligation to pay
this compensation. In addition, the 1996 state law purports to provide that, in
the event of litigation between Jazz Casino and the State of Louisiana or any of
its political subdivisions (including the Louisiana Gaming Control Board), Jazz
Casino must continue to make all payments to the State of Louisiana and any of
its political subdivisions (including the Louisiana Gaming Control Board) as
required by law and the casino operating contract during the pendency of this
litigation. Although the subject of this litigation could be related to a matter
that limits Jazz Casino's ability to make its required payments, any failure by
Jazz Casino to make the required payments, either directly or through its
minimum payment guarantors, will render Jazz Casino unsuitable, and thus unable
to operate the Casino.

     As a result of these factors, dockside riverboat gaming operations in
Orleans Parish may compete against the Casino without relieving Jazz Casino of
its obligation to remit to the Louisiana Gaming Control Board the compensation
required under the casino operating contract. This could materially and
adversely affect the Company's business, financial condition and results of
operations.

A DEFAULT UNDER ONE OF THE AGREEMENTS TO WHICH THE COMPANY IS A PARTY MAY CAUSE
DEFAULTS UNDER OTHER AGREEMENTS TO WHICH THE COMPANY IS A PARTY

     Certain events of default under Jazz Casino's casino operating contract,
amended and restated ground lease with the Rivergate Development Corporation and
the City of New Orleans, management agreement with the Manager, indentures
governing the Notes or credit agreement could result in an event of default
under another of such agreements. For example, a default under the management
agreement results in defaults under the casino operating contract and the
amended and restated ground lease. Also, a default under Jazz Casino's amended
general development agreement with the Rivergate Development Corporation and the
City of New Orleans or the revocation or termination of the casino operating
contract results in a cross default under the amended and restated ground lease.
The occurrence of an event of default under any of these

                                       35
<PAGE>   38

agreements and the effect of any resulting default under another agreement of
the Company would materially and adversely affect the Company's business,
financial condition and results of operations.

THE COMPANY'S OPERATIONS DEPEND ON GAMING OPERATIONS IN A SINGLE MARKET

     The Company does not have and does not presently anticipate having
operations other than the Casino and operations that support the Casino.
Therefore, the Company depends solely upon visitors to New Orleans and New
Orleans area residents for its revenue. As a result, any of the following
occurrences could negatively impact the Casino's operations, which could
materially and adversely affect the Company's business, financial condition and
results of operations:

     - a downturn in the local or regional economy;

     - a decline in tourism in New Orleans;

     - a decline in the New Orleans gaming market;

     - an increase in competition faced by the Company; or

     - a reduction or cessation of activities at the Casino due to flooding,
       severe weather, natural disasters or otherwise.

THE COMPANY MAY NOT BE ABLE TO DEVELOP CERTAIN OF ITS PROPERTIES

     The Company cannot complete its anticipated build-out of the non-gaming
tenant improvements on the second floor of the Casino until, among other things,
the master plan governing the use of the second floor is approved, tenant leases
are obtained, the necessary financing is secured and certain zoning ordinance
waivers are obtained. In addition, the Company will be unable to develop the
property located on Fulton and Poydras Streets for entertainment uses that
support the Casino until, among other things, it obtains the necessary
financing. The Company has not made any plans for the development of this
property. The Company cannot assure that it will be able to obtain the necessary
financing and satisfy the other conditions to developing the non-gaming tenant
improvements on the second floor of the Casino, or the property located on
Fulton and Poydras Streets. The failure to develop these properties could
materially and adversely affect the Company's business, financial condition and
results of operations.

THE COMPANY IS A PARTY TO AGREEMENTS THAT RESTRICT ITS ABILITY TO OPERATE AND
OBTAIN ADDITIONAL FINANCING

     Jazz Casino's amended and restated ground lease with the Rivergate
Development Corporation and the City of New Orleans and its casino operating
contract limit the amount of secured indebtedness Jazz Casino may incur and the
lenders who may provide secured financing to Jazz Casino. These restrictions
could limit Jazz Casino's ability to effect future financings or otherwise
restrict Jazz Casino's activities. The Company's operating and financing options
are also subject to covenants contained in the indentures governing the Notes,
its credit agreement, related collateral documents, and agreements with the
Louisiana Gaming Control Board and the Rivergate Development Corporation. These
covenants include, among others, limitations on:

     - making restricted payments;

     - granting liens;

     - incurring additional indebtedness;

     - paying management fees;

     - issuing dividends;

     - selling assets;

     - entering into transactions with affiliates; and

     - entering into mergers and consolidations.
                                       36
<PAGE>   39

THE COMPANY MAY LOSE SUBSTANTIAL TAX BENEFITS DUE TO THE TAX TREATMENT OF THE
NOTES AND THE CONVERTIBLE JUNIOR SUBORDINATED DEBENTURES

     The Company treats Jazz Casino's Notes and convertible junior subordinated
debentures as debt for federal income tax purposes. However, the Internal
Revenue Service may assert that because all payments on Jazz Casino's senior
subordinated contingent notes (and certain payments on Jazz Casino's senior
subordinated notes with contingent payments) are contingent upon future positive
cash flows being generated by Jazz Casino, the senior subordinated contingent
notes (or, possibly, both series of Notes) should be classified as equity,
rather than debt, for federal income tax purposes. In addition, the Internal
Revenue Service may assert that Jazz Casino's convertible junior subordinated
debentures should be classified as equity because of the debentures' conversion,
redemption and other features. Moreover, even if the convertible junior
subordinated debentures are treated as debt for federal income tax purposes,
amendments made to the Internal Revenue Code of 1986, as amended, in 1997 may
prohibit JCC Holding from deducting interest payments due to the debentures'
conversion and redemption features. It is unclear whether the debentures will
qualify for a transition rule or "grandfather" exception to these amendments.
The Company cannot assure that the Internal Revenue Service will not challenge
the characterization of the Notes or the convertible junior subordinated
debentures as debt or that a court would not sustain such a challenge. JCC
Holding would lose substantial interest deductions and other tax benefits if the
Internal Revenue Service recharacterizes any of these instrument as equity for
federal income tax purposes, or if it prohibits JCC Holding from deducting
interest paid on the convertible junior subordinated debentures due to the
amendments to the Internal Revenue Code of 1986, as amended. The loss of such
deductions and other tax benefits could materially and adversely affect the
Company's business, financial condition and results of operations.

THE COMPANY MAY NOT BE ABLE TO SATISFY CERTAIN OF ITS OBLIGATIONS IF THE CASINO
IS SUBJECT TO ADDITIONAL TAXES

     Gaming companies are typically subject to significant taxes and fees that
may be increased at any time. Periodically, federal and state legislatures have
also considered imposing federal and additional state taxes on all gaming
establishments. Any material increase in taxes, or the imposition of any
additional taxes or fees on Jazz Casino, could materially and adversely affect
the Company's business, financial condition and results of operations. For
example, if additional taxes are imposed on wagers made at the Casino, Jazz
Casino may be unable to make required payments on its indebtedness.

     New Orleans currently imposes a 5% amusement tax on "admission charges" to,
among other things, any game of skill and chance or any mechanical device that
is operated for pleasure or skill where there is:

     - a fee charged for entrance or admission;

     - a fee charged for the purpose of playing such a game or using such a
       mechanical device; or

     - any direct or indirect charge for or in connection with such a game or
       mechanical device.

An admission charge is broadly defined to include any charge or fee for the
purpose of self-participation in any amusement activity as well as all amounts
paid for admission, season tickets, refreshments, service or merchandise.

     The New Orleans City Attorney has opined that this amusement tax may not
legally be levied on gaming revenues derived from the Casino because these
revenues do not constitute taxable "admission charges." However, as applied to
riverboat gaming, the New Orleans City Attorney has opined that riverboat
cruises are "excursions" subject to the amusement tax and that admission charges
include all activities within the riverboat, including money spent on wagers.
Because opinions of the New Orleans City Attorney are not binding on the City of
New Orleans or any other person, the Company cannot assure that the City of New
Orleans will not attempt to subject the Casino's operations to this amusement
tax. If this tax is levied, the Company cannot predict whether it would be
levied on wagers, gaming revenues or some other measure. Jazz Casino's amended
and restated ground lease with the Rivergate Development Corporation and the
City of New Orleans provides that in the event the amusement tax is applicable
to Jazz Casino's receipts (other than

                                       37
<PAGE>   40

from special events), Jazz Casino is entitled to set off the amount of the
amusement tax collected and remitted (other than with respect to special events)
against certain payments required to be made by Jazz Casino under the amended
and restated ground lease. However, the Company cannot assure that the amount of
the tax would not exceed the amount of the payments that Jazz Casino is required
to make under the amended and restated ground lease that it may offset the tax
against.

HOLDERS OF COMMON STOCK, NOTES OR CONVERTIBLE JUNIOR SUBORDINATED DEBENTURES MAY
BE REQUIRED TO DIVEST THESE SECURITIES AT UNFAVORABLE TIMES OR COSTS

     If a holder of Common Stock, Notes or Jazz Casino's convertible junior
subordinated debentures is required to be found suitable and fails to be so
found, the holder may be required to obtain certain qualifications or approvals
from the Louisiana Gaming Control Board to continue to hold these securities.
Failure to obtain these qualifications or approvals may subject the holder to
certain requirements, limitations or prohibitions. For example, the holder may
be required to liquidate or otherwise divest these securities at a time or at a
cost that is otherwise unfavorable for the holder. If the holder does not
divest, JCC Holding will have the right to redeem the Common Stock and Jazz
Casino will have the right to redeem its Notes and convertible junior
subordinated debentures, and, prior to such redemption, the holder will forfeit
all benefits of ownership. In the future, the Gaming Act may be interpreted,
additional rules and regulations may be implemented, or new legislation may be
enacted to (1) prohibit or impose additional restrictions on certain persons
from holding securities of JCC Holding or Jazz Casino, including the Common
Stock, the Notes and the convertible junior subordinated debentures, or (2)
require that certain persons sell or surrender these securities at a time or at
a cost that is unfavorable for them. In addition, JCC Holding's Certificate of
Incorporation provides that class A common stock may, under certain
circumstances, be redeemed by JCC Holding if JCC Holding, or certain of its
affiliates, believes redemption is required to prevent the loss or impairment of
a material gaming license of Jazz Casino or such an affiliate. If JCC Holding
does not have sufficient funds to redeem class A common stock under these
circumstances, it could materially and adversely affect the Company's business,
financial condition and results of operations.

THE HOLDERS OF CLASS A COMMON STOCK HAVE LIMITED CORPORATE CONTROL

     The ability of holders of class A common stock to influence the day-to-day
operations of the Company may be limited due to a number of factors. For
example, prior to the Transition Date, the Class B directors, as members of the
Gaming Committee of JCC Holding's board of directors, generally supervise the
day-to-day activities of the Company, with the exception of certain significant
transactions. Harrah's Entertainment currently beneficially owns 96.6% of the
issued and outstanding class B common stock and, prior to the Transition Date,
Harrah's Entertainment has agreed to own at least 51% of the outstanding shares
of class B common stock. Consequently, Harrah's Entertainment is able to elect
all of the directors who will exercise day-to-day control over the Company.
Also, upon and after the Transition Date, if Harrah's Crescent City Investment
Company exercises its warrant to purchase unclassified common stock in its
entirety, Harrah's Entertainment and its subsidiaries could own up to 50.0% of
the then outstanding shares of unclassified common stock, subject to certain
adjustments. In addition, Jazz Casino has engaged the Manager, an indirect
wholly-owned subsidiary of Harrah's Entertainment, to manage the operations of
the Casino. As a result of Harrah's Entertainment's ability to elect the Class B
directors and the Company's engagement of the Manager to operate the Casino, the
ability of the holders of class A common stock to influence the day-to-day
operations of the Company is limited.

JCC HOLDING HAS ADOPTED MEASURES, AND IS SUBJECT TO PROVISIONS, THAT HAVE
ANTI-TAKEOVER EFFECTS AND COULD LIMIT THE PRICE OF JCC HOLDING'S COMMON STOCK

     JCC Holding's Certificate of Incorporation and Bylaws, certain provisions
of the Gaming Act and the rules and regulations promulgated thereunder and
certain agreements to which the Company is a party include a number of
provisions that may (1) make it more difficult for a third party to acquire JCC
Holding, (2) discourage acquisition bids for JCC Holding, (3) discourage changes
in JCC Holding's management and

                                       38
<PAGE>   41

(4) limit the price that investors are willing to pay for shares of Common
Stock. Certain of these provisions are described below.

     JCC Holding's Certificate of Incorporation and Bylaws contain provisions
that have anti-takeover effects. Prior to the Transition Date, anti-takeover
provisions in JCC Holding's Certificate of Incorporation and Bylaws include:

     - classification of the Common Stock into class A common stock and class B
       common stock, together with limitations on the entities that are
       permitted to hold shares of class B common stock and the requirement that
       the Harrah's Entities own not less that 51% of the class B common stock;

     - classification of the board of directors where Class A directors may be
       elected only by holders of class A common stock and Class B directors may
       be elected only by holders of class B common stock;

     - a staggered board of directors;

     - requirements for majority approval by the Class A directors and the Class
       B directors of certain significant transactions set forth in JCC
       Holding's Certificate of Incorporation;

     - the increase of the number of Class B directors upon certain change of
       control events set forth in JCC Holding's Certificate of Incorporation;

     - the requirement that any amendment to JCC Holding's Certificate of
       Incorporation or Bylaws that affects the rights of holders of the (1)
       class A common stock or Class A directors or (2) class B common stock or
       Class B directors, be approved by the affirmative vote of the holders of
       a majority of the affected class A or class B common stock; and

     - the right of the Harrah's Entities to acquire and hold shares of class A
       common stock upon certain change of control events set forth in JCC
       Holding's Certificate of Incorporation.

After the Transition Date, these provisions will include:

     - a staggered board of directors; and

     - a requirement that the affirmative vote of 75% or more of the issued and
       outstanding shares of unclassified common stock be obtained to approve an
       amendment to JCC Holding's Certificate of Incorporation or an amendment
       to the Bylaws.

     Certain provisions of the Gaming Act and the rules and regulations
promulgated thereunder have anti-takeover effects. The Gaming Act and the rules
and regulations promulgated thereunder require that officers, directors and
certain persons holding an equity interest in JCC Holding be found suitable
under the Gaming Act and the rules and regulations promulgated thereunder. The
Gaming Act also prohibits, without prior approval of the Louisiana Gaming
Control Board, (1) certain contractual transfers leading to a change of control
of JCC Holding and (2) the sale, transfer, assignment, pledge, alienation,
disposition, public offering or acquisition of securities that results in one
person owning 5% or more of the total outstanding equity securities issued by
Jazz Casino.

     Agreements entered into in connection with the third amended plan of
reorganization contain provisions that have anti-takeover effects. Harrah's
Crescent City Investment Company's right upon and after the Transition Date to
purchase up to 50.0% of the then outstanding shares of unclassified common stock
under its warrant could make it more difficult for a third party to acquire
control of JCC Holding. Certain of the agreements entered into in connection
with the third amended plan of reorganization, such as the indentures governing
the Notes and Jazz Casino's convertible junior subordinated debentures, also
contain provisions restricting the ability of the Company to enter into certain
change of control transactions. These anti-takeover provisions may discourage or
make more difficult the acquisition of control of JCC Holding by means of a
tender offer, open-market purchase, proxy fight or otherwise, even if such a
change of control would be favorable to the interests of the stockholders of JCC
Holding.

                                       39
<PAGE>   42

THE MANAGER AND CERTAIN DIRECTORS OF JCC HOLDING HAVE CONFLICTS OF INTERESTS
REGARDING THE CASINO

     Harrah's Entertainment owns or controls (indirectly through one or more
subsidiaries or affiliates) dockside casinos in Vicksburg and Tunica,
Mississippi, Shreveport, Louisiana and two riverboat casinos in Lake Charles,
Louisiana. These casinos, together with other casinos that Harrah's
Entertainment (or one or more of its subsidiaries or affiliates) may develop,
compete with the Casino at a regional level. Harrah's Entertainment also owns or
controls (indirectly through one or more subsidiaries or affiliates), casinos in
the five major Nevada and New Jersey gaming markets, which casinos compete with
the Casino on a national basis. Currently, the Chairman of JCC Holding's board
of directors, Mr. Colin V. Reed, is also a member of Harrah's Entertainment
three-executive office of the President, the Executive Vice President and Chief
Financial Officer of Harrah's Entertainment and Senior Vice President of the
Manager. Mr. Reed is expected to continue to serve as a Class B director while
also serving in these capacities with Harrah's Entertainment and the Manager. In
addition, Mr. Philip G. Satre, the Chairman of the Board, President and Chief
Executive Officer of Harrah's Entertainment, and Eddie N. Williams, a director
of Harrah's Entertainment, are Class B directors. Under Jazz Casino's management
agreement with the Manager, the Manager, a wholly-owned subsidiary of Harrah's
Entertainment, is exclusively responsible for supervising and managing the
Casino. As a result of Harrah's Entertainment's ownership of competing casinos,
together with its ownership of the Manager and the positions held by Messrs.
Reed, Satre and Williams as both Class B directors and officers or directors of
Harrah's Entertainment and/or the Manager, a conflict of interest may exist
because they have access to the Company's information and business
opportunities, any or all of which could be useful to one or more of Harrah's
Entertainment's competing casinos. The indentures governing Jazz Casino's Notes,
its credit agreement and its management agreement with the Manager each impose
restrictions on the Company's ability to enter into transactions with
affiliates, including Harrah's Entertainment. In addition, JCC Holding's board
of directors has implemented procedures that require transactions with
affiliates to be approved by disinterested directors. The Company cannot assure,
however, that the restrictions in such agreements or these procedures will
successfully resolve conflicts of interest confronting, or which may confront,
the Company.

SHARES OF JCC HOLDING'S CLASS A AND CLASS B COMMON STOCK ARE CURRENTLY ELIGIBLE
FOR FUTURE SALE AND CERTAIN HOLDERS OF THE COMPANY'S SECURITIES HAVE
REGISTRATION RIGHTS

     Sales of, or offers to sell, a substantial number of shares of class A
common stock, or the perception by investors, investment professionals or
securities analysts of the possibility of such sales, could adversely affect the
market for, and prevailing prices of, JCC Holding's class A common stock. These
sales or the prospects of these sales could also impair JCC Holding's ability to
raise needed funds in the capital markets at favorable times and prices. As of
March 23, 2000, JCC Holding had a total of 5,638,314 shares of class A common
stock outstanding, most of which are freely tradable without restriction under
the Securities Act of 1933. The remaining 4,452,623 shares outstanding are
shares of class B common stock, 4,302,623 of which are beneficially owned by
Harrah's Entertainment. Shares of the class B common stock automatically convert
into shares of class A common stock if they are transferred to entities other
than direct or indirect wholly-owned subsidiaries of Harrah's Entertainment or
certain entities specifically set forth in JCC Holding's Certificate of
Incorporation, which generally include Bank One and the former partners of
Harrah's Jazz Company, their affiliates and shareholders.

     JCC Holding's board of directors has adopted a 1998 Long-Term Incentive
Plan and a 1999 Non-Employee Director Stock Option Plan pursuant to which JCC
Holding has issued, (1) options to purchase an aggregate of 225,973 shares of
class A common stock at exercise prices ranging from $3.50 to $7.56 per share
and (2) an aggregate of 24,664 shares of restricted class A common stock. JCC
Holding has reserved an aggregate of 649,363 additional shares of class A common
stock that it may issue in the future under these plans upon the exercise of
options granted under these plans or otherwise pursuant to these plans. JCC
Holding has filed a registration statement under the Securities Act of 1933
covering its issuance of shares upon the exercise of any options granted under
these plans or otherwise pursuant to these plans. All of these shares will be
freely tradeable in the public market, except for shares held by affiliates of
JCC Holding, which will be eligible for public sale at various times pursuant to
Rule 144 of the Securities and Exchange Commission.

                                       40
<PAGE>   43

     Beginning two years after the Casino opens, Harrah's Crescent City
Investment Company may require JCC Holding to register for public resale under
the Securities Act of 1933 all shares of class B common stock, or, upon and
after the Transition Date, unclassified common stock, held by it, Harrah's
Entertainment and Harrah's Entertainment's subsidiaries. Certain holders of Jazz
Casino's convertible junior subordinated debentures also have demand
registration rights for approximately 1.2 million shares of class A common stock
or, after the Transition Date, unclassified common stock, issuable by JCC
Holding after October 1, 2002 upon conversion of the convertible junior
subordinated debentures at a conversion price of $25.00 per share, subject to
dilution and other appropriate adjustments. The demand registration rights
permit the holders of these securities to require JCC Holding to register the
resale of this class A or unclassified common stock under the Securities Act of
1933.

THE COMPANY'S REORGANIZATION VALUE MAY NOT BE AS EXPECTED BECAUSE IT WAS
CALCULATED BASED ON ESTIMATES OF FUTURE PERFORMANCE

     The Company's consolidated financial statements have been prepared in
accordance with the requirements of AICPA Statement of Position 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7").
SOP 90-7 requires a determination of the Company's reorganization value, which
is the estimated fair value of the reorganized entity as a going concern at the
time it emerges from bankruptcy. The Company's estimate of its reorganization
value was based on a number of assumptions, including the assumptions upon which
the Company's estimates of future operating results are based. The valuation
assumes that the Company will achieve the estimates of future operating results
in all material respects. If these results are not achieved, the resulting
values could be materially different.

THE COMPANY MAY NOT BE ABLE TO ACCURATELY PREDICT ITS FUTURE FINANCIAL POSITION

     The Casino did not open to the public until October 28, 1999 and from
October 30, 1998 until October 27, 1999, the Company's operations related
primarily to completing the construction and preparing for the opening of the
Casino. Prior to October 30, 1998, the Company did not conduct any operations,
generate any revenues or issue any capital stock. Because Jazz Casino succeeded
to all of the assets of Harrah's Jazz Company, except the property located at 3
Canal Place, which vested in Canal Development, and the property located on
Fulton and Poydras Streets, which vested in Fulton Development, Harrah's Jazz
Company's historical financial statements are included in this report. The
historical financial statements of Harrah's Jazz Company, however, do not
purport to represent what the Company's financial position or results of
operations would have been if the third amended plan of reorganization had been
consummated as of the dates indicated, or at the beginning of the period
indicated, in Harrah's Jazz Company's historical financial statements. In
addition, the historical financial statements of Harrah's Jazz Company do not
purport to project the financial position or results of operations of the
Company for any future date or period. Due to a number of factors, including the
application of "fresh start" reporting on October 30, 1998, the Company expects
that its future financial position and results of operations will be materially
different from Harrah's Jazz Company's financial position and results of
operations. The Company cannot assure, however, that its future financial
position and results of operations will be materially different from Harrah's
Jazz Company's historical financial position and results of operations.

THE COMPANY MAY NOT BE ABLE TO COMPLY WITH MINORITY HIRING REQUIREMENTS AND
COULD BE LIABLE FOR DAMAGE AWARDS FROM POTENTIAL LAWSUITS RELATED TO THESE
REQUIREMENTS

     Under the Gaming Act, Jazz Casino is required, as nearly as practicable, to
employ minorities in proportions consistent with the population of the State of
Louisiana. However, the amended open access program and plans that Jazz Casino
is obligated to comply with may establish or require goals for the employment of
minorities at the Casino in a proportion greater than the proportion of
minorities in the State of Louisiana's population. Jazz Casino interprets the
provisions of the Gaming Act in a manner that allows it to employ a workforce
with a higher percentage of minorities than the percentage of minorities of the
State of Louisiana's population. If the Gaming Act or Jazz Casino's casino
operating contract are not applied in a manner that permits compliance with the
amended open access program and plans, there may be a conflict

                                       41
<PAGE>   44

between the Gaming Act, the casino operating contract and the amended open
access program and plans since the percentage of Louisiana minority population
may be less than the amended open access program and plans' percentage minority
hiring goals. Jazz Casino intends to comply with the amended open access program
and plans unless they are found to be preempted by the Gaming Act. If this
conflict arises and Jazz Casino nevertheless complies with the minority hiring
goals under the amended open access program and plans, Jazz Casino may be in
violation of the Gaming Act and the provisions of the casino operating contract.
This violation could materially and adversely affect the Company's business,
financial condition and results of operations. In addition, Jazz Casino's
failure to comply with the amended open access program and plans could result in
fines, as well as a default under its amended and restated ground lease with the
Rivergate Development Corporation and the City of New Orleans, either of which
could materially and adversely affect the Company's business, financial
condition and results of operations. Jazz Casino is also required to indemnify
the City of New Orleans and the Rivergate Development Corporation against, and
could be liable for, certain damage awards arising out of potential lawsuits
related to the constitutionality of the amended open access program and plans.
If the City of New Orleans, the Rivergate Development Corporation and/or Jazz
Casino become subject to substantial damage awards related to the amended open
access program and plans, this indemnification obligation or direct liability
could materially and adversely affect the Company's business, financial
condition and results of operations.

THE COMPANY CANNOT BE SURE THAT THE YEAR 2000 PROBLEM WILL NOT AFFECT ITS
BUSINESS

     Many existing computer hardware and software systems are designed to use
only two digits to identify a year in date fields (e.g., "98" for "1998"). These
systems may not properly recognize a year that begins with "20" instead of "19."
If not corrected, these systems could fail or could create erroneous results
when working with dates beyond the year 1999. This is commonly referred to as
the "year 2000 issue." The Company has not experienced any significant problems
related to the year 2000 issues associated with its computer systems, software
or other property and equipment. The Company cannot guarantee that the year 2000
issue will not adversely affect its business, financial condition or results of
operations at some point in the future.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

     The Company has a significant amount of indebtedness which accrues interest
at fixed and variable rates. As of December 31, 1999, the aggregate amount of
the Company's outstanding indebtedness was $464.0 million, of which $211.5
million accrued interest at variable rates and $252.5 million accrued interest
at fixed rates. The interest rate of the Company's variable rate indebtedness
will fluctuate with changes in the base rate and the LIBOR rate applicable under
its credit agreement. A change in either the base rate or LIBOR under Jazz
Casino's 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
the Company's business, financial position and results of operations. For
example, a 50 basis point movement in interest rates would result in an
approximate $1.1 million annualized increase or decrease in interest expense
based on the outstanding balance of the variable rate indebtedness of the
Company as of December 31, 1999.

                                       42
<PAGE>   45

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Although JCC Holding was incorporated on August 20, 1996, prior to October
30, 1998, the Company had not conducted any operations, generated any revenues
or issued any capital stock. Accordingly, separate financial statements and
other disclosures with respect to the Company prior to the two month period
ended December 31, 1998 are omitted as the Company does not believe that such
separate financial information is material. On October 30, 1998, the effective
date of the third amended plan of reorganization, Jazz Casino succeeded to all
of the assets of Harrah's Jazz Company except for the property located at 3
Canal Place and the property located on Fulton and Poydras Streets which vested
in Canal Development and Fulton Development, respectively. Therefore, the
following historical financial statements include audited financial information
of Harrah's Jazz Company prior to the two month period ended December 31, 1998.
The following is a list of the Consolidated Financial Statements appearing
herein:

<TABLE>
<CAPTION>
                                                               PAGE
                                                               ----
<S>                                                            <C>
Financial Statements of JCC Holding Company and Subsidiaries
  Report of Independent Public Accountants..................    44
  Consolidated Balance Sheets as of December 31, 1999 and
     1998...................................................    45
  Consolidated Statements of Operations for the Year Ended
     December 31, 1999 and the Period from October 30, 1998
     to December 31, 1998...................................    46
  Consolidated Statements of Stockholders' Equity for the
     Year Ended December 31, 1999 and the Period from
     October 30, 1998 to December 31, 1998..................    47
  Consolidated Statements of Cash Flows for the Year Ended
     December 31, 1999 and the Period from October 30, 1998
     to December 31, 1998...................................    48
  Notes to Consolidated Financial Statements................    49

Financial Statements of Harrah's Jazz Company and Subsidiary
  Report of Independent Public Accountants..................    73
  Consolidated Statements of Operations for the Year Ended
     December 31, 1997 and for the Ten Month Period Ended
     October 30, 1998.......................................    74
  Consolidated Statements of Partners' Capital (Deficit) for
     the Year Ended December 31, 1997 and for the Ten Month
     Period Ended October 30, 1998..........................    75
  Consolidated Statements of Cash Flows for the Year Ended
     December 31, 1997 and for the Ten Month Period Ended
     October 30, 1998.......................................    76
  Notes to Consolidated Financial Statements................    77
</TABLE>

                                       43
<PAGE>   46

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
of JCC Holding Company
New Orleans, LA

     We have audited the accompanying consolidated balance sheets of JCC Holding
Company and subsidiaries (the "Company") (Successor to "Harrah's Jazz Company")
as of December 31, 1999 and 1998, and the related consolidated statements of
operations, stockholders' equity and cash flows for the year ended December 31,
1999 and for the period from October 30, 1998 to December 31, 1998. Our audits
also included the financial statement schedule listed in the Index at Item
14(a)2. These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     As discussed in Note 1 to the financial statements, on October 13 1998, the
Bankruptcy Court entered an order confirming the plan of reorganization which
became effective after the close of business on October 29, 1998. Accordingly,
the accompanying financial statements have been prepared in conformity with
AICPA Statement of Position 90-7, "Financial Reporting for Entities in
Reorganization Under the Bankruptcy Code," for the successor company as a new
entity with assets, liabilities, and a capital structure having carrying values
not comparable with prior periods as described in Note 2.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of JCC Holding Company and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for the year ended December 31, 1999 and for the
period from October 30, 1998 to December 31, 1998 in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

                                            /s/DELOITTE & TOUCHE LLP

Memphis, Tennessee
March 24, 2000

                                       44
<PAGE>   47

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                 1999       1998
                                                               --------   --------
<S>                                                            <C>        <C>
                                      ASSETS

Current Assets:
  Cash and cash equivalents (includes restricted cash of
    $6,382 and $605, respectively)..........................   $ 34,687   $ 25,506
  Accounts receivable, net of allowance for doubtful
    accounts of $228 in 1999................................      3,177         43
  Inventories...............................................        354         --
  Prepaids and other assets.................................      2,760      1,698
  Property available for sale...............................      4,831         --
                                                               --------   --------
        Total current assets................................     45,809     27,247
                                                               --------   --------
Property and Equipment:
  Buildings on leased land..................................    329,506         --
  Furniture, fixtures and equipment.........................     20,257     12,612
  Property held for development.............................     10,138     13,200
  Construction in progress (includes restricted cash of
    $9,218 in 1998).........................................        151    192,917
                                                               --------   --------
        Total...............................................    360,052    218,729
  Less -- accumulated depreciation..........................     (4,179)       (71)
                                                               --------   --------
        Net property and equipment..........................    355,873    218,658
                                                               --------   --------
Other Assets:
  Deferred operating contract cost, net of accumulated
    amortization of $494 in 1999............................     68,182     68,676
  Lease prepayment, net of accumulated amortization of $124
    in 1999.................................................     16,861     16,985
  Deferred charges and other, net of accumulated
    amortization of $421 and $40, respectively..............     19,677     11,565
                                                               --------   --------
        Total other assets..................................    104,720     97,226
                                                               --------   --------
        Total Assets........................................   $506,402   $343,131
                                                               ========   ========

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Short-term borrowings.....................................   $ 15,850   $     --
  Accounts payable:
    Trade and other.........................................      2,012        643
    Affiliates..............................................      4,648        500
  Accrued interest..........................................      2,081      3,025
  Accrued expenses..........................................     20,791      4,455
  Preconfirmation contingencies.............................      3,033      6,679
  Other.....................................................      2,009         --
                                                               --------   --------
        Total current liabilities...........................     50,424     15,302
                                                               --------   --------
Long-term debt (including debt to affiliates of $23,704 in
  1999).....................................................    368,222    185,519
Deferred income taxes.......................................     37,900     37,900
Due to affiliates...........................................      4,076         --
Other long-term liabilities -- affiliate....................        226         --
Commitments and Contingencies (Notes 8 and 9)
Stockholders' Equity:
  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; 5,638
     shares and 5,547 shares, respectively, issued and
     outstanding; par value $.01 per share).................         56         55
    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................................    108,538    107,987
  Accumulated deficit.......................................    (62,817)    (3,677)
  Less -- unearned compensation.............................       (268)        --
                                                               --------   --------
        Total stockholders' equity..........................     45,554    104,410
                                                               --------   --------
        Total Liabilities and Stockholders' Equity..........   $506,402   $343,131
                                                               ========   ========
</TABLE>

                See Notes to Consolidated Financial Statements.

                                       45
<PAGE>   48

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD
                   FROM OCTOBER 30, 1998 TO DECEMBER 31, 1998
                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                              TWO-MONTH
                                                               YEAR ENDED    PERIOD ENDED
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
Revenues:
  Casino....................................................  $    38,005    $        --
  Food and beverage.........................................        3,693             --
  Retail, parking and other.................................        1,819             14
  Less -- casino promotional allowances.....................       (2,361)            --
                                                              -----------    -----------
          Total net revenues................................       41,156             14
                                                              -----------    -----------
Operating Expenses:
  Direct:
     Casino.................................................       35,013             --
     Food and beverage......................................        2,875             --
     Retail, parking and other..............................        1,200             --
  General and administrative................................       16,046            310
  Depreciation and amortization.............................        5,107            111
  Pre-opening...............................................       35,160          3,580
                                                              -----------    -----------
          Total operating expenses..........................       95,401          4,001
                                                              -----------    -----------
Operating Loss..............................................      (54,245)        (3,987)
                                                              -----------    -----------
Reorganization Item.........................................        1,562             --
Other income (expense):
  Interest expense, net of capitalized interest.............       (6,869)            --
  Interest and other income.................................          412            310
                                                              -----------    -----------
          Total other income (expense)......................       (6,457)           310
                                                              -----------    -----------
Net Loss....................................................  $   (59,140)   $    (3,677)
                                                              ===========    ===========
Basic Net Loss Per Share....................................  $     (5.88)   $     (0.37)
                                                              ===========    ===========
Weighted Average Shares Outstanding.........................   10,055,140     10,000,000
                                                              ===========    ===========
</TABLE>

                See Notes to Consolidated Financial Statements.

                                       46
<PAGE>   49

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD
                   FROM OCTOBER 30, 1998 TO DECEMBER 31, 1998
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                   COMMON STOCK
                                         ---------------------------------
                                             CLASS A           CLASS B       ADDITIONAL
                                         ---------------   ---------------    PAID-IN     ACCUMULATED     UNEARNED
                                         SHARES   AMOUNT   SHARES   AMOUNT    CAPITAL       DEFICIT     COMPENSATION    TOTAL
                                         ------   ------   ------   ------   ----------   -----------   ------------   --------
<S>                                      <C>      <C>      <C>      <C>      <C>          <C>           <C>            <C>
Balance -- October 30, 1998............  5,547     $55     4,453     $45      $107,987     $     --        $  --       $108,087
Net loss...............................                                                      (3,677)                     (3,677)
                                         -----     ---     -----     ---      --------     --------        -----       --------
Balance -- December 31, 1998...........  5,547      55     4,453      45       107,987       (3,677)          --        104,410
                                         -----     ---     -----     ---      --------     --------        -----       --------
Restricted stock activity..............     92       1                             526                      (268)           259
Other..................................     (1)                                     25                                       25
Net loss...............................                                                     (59,140)                    (59,140)
                                         -----     ---     -----     ---      --------     --------        -----       --------
Balance -- December 31, 1999...........  5,638     $56     4,453     $45      $108,538     $(62,817)       $(268)      $ 45,554
                                         =====     ===     =====     ===      ========     ========        =====       ========
</TABLE>

                See Notes to Consolidated Financial Statements.

                                       47
<PAGE>   50

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD
                   FROM OCTOBER 30, 1998 TO DECEMBER 31, 1998
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              TWO-MONTH
                                                               YEAR ENDED    PERIOD ENDED
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
Cash Flows From Operating Activities:
  Net loss..................................................   $ (59,140)     $  (3,677)
  Adjustments to reconcile net loss to net cash used in
     operating activities:
     Depreciation and amortization..........................       5,107            111
     Amortization of note discount..........................         765             --
     Amortization of unearned compensation..................         259             --
     Write-off of preconfirmation contingencies.............      (1,562)            --
     Deferred rent..........................................         226             --
     Loss on sale of property and equipment.................          27             --
  Changes in operating assets and liabilities:
     Accounts receivable, net...............................      (3,134)           (43)
     Inventories............................................        (354)            --
     Prepaids and other assets..............................      (1,062)        (1,634)
     Accounts payable.......................................       1,369            643
     Accrued interest.......................................      (5,855)            --
     Accrued expenses.......................................      16,336          4,455
     Pre-confirmation contingencies.........................      (2,084)       (68,750)
     Other current liabilities..............................       2,009             --
     Due to affiliates......................................       8,224            500
                                                               ---------      ---------
          Net cash flows used in operating activities.......     (38,869)       (68,395)
                                                               ---------      ---------
Cash Flows From Investing Activities:
  Capital expenditures......................................    (130,552)       (27,026)
  Proceeds from sale of property and equipment..............       6,042             --
  Increase in deferred charges and other assets.............      (8,492)        (5,700)
                                                               ---------      ---------
          Net cash flows used in investing activities.......    (133,002)       (32,726)
                                                               ---------      ---------
Cash Flows From Financing Activities:
  Proceeds from short-term borrowings.......................      15,850             --
  Proceeds from issuance of long-term debt..................     165,202             --
                                                               ---------      ---------
          Net cash flows provided by financing activities...     181,052             --
                                                               ---------      ---------
Net increase (decrease) in cash and cash equivalents........       9,181       (101,121)
Cash and cash equivalents, beginning of period..............      25,506        126,627
                                                               ---------      ---------
Cash and cash equivalents, end of period....................   $  34,687      $  25,506
                                                               =========      =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
     Interest...............................................   $  10,473             --
  Noncash investing and financing activities:
     Increase in long-term debt for payment-in-kind interest
      payments..............................................   $  14,013             --
     Amortization of note discount..........................   $   2,771      $     506
     Capitalized interest...................................   $  18,924      $   3,025
     Issuance of restricted stock awards....................   $     527             --
</TABLE>

                See Notes to Consolidated Financial Statements.

                                       48
<PAGE>   51

                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD
                   FROM OCTOBER 30, 1998 TO DECEMBER 31, 1998

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation and Principles of Consolidation. The accompanying
consolidated financial statements include the accounts of JCC Holding Company
("JCC Holding") and its wholly-owned subsidiaries Jazz Casino Company, L.L.C., a
Louisiana limited liability company ("Jazz Casino"), JCC Development Company,
L.L.C., a Louisiana limited liability company ("JCC Development"), JCC Canal
Development, L.L.C., a Louisiana limited liability company formerly known as CP
Development, L.L.C. ("Canal Development"), and JCC Fulton Development, L.L.C., a
Louisiana limited liability company, formerly known as FP Development, L.L.C.
("Fulton Development" and, together with JCC Holding, Jazz Casino, JCC
Development and Canal Development, the "Company"). All significant inter-company
accounts and transactions have been eliminated in consolidation.

     Nature of Business. The Company's purpose is to develop and operate an
exclusive land-based casino entertainment facility (the "Casino") in New
Orleans, Louisiana, on the site of the former Rivergate Convention Center. The
Casino commenced operations on October 28, 1999. Through certain of its
subsidiaries, JCC Holding also plans 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. Currently, the Company has not obtained financing to fund these
developments.

     JCC Holding was incorporated under Delaware law on August 20, 1996 in
contemplation of succeeding to all of the assets and liabilities of Harrah's
Jazz Company, a general partnership, which filed for relief under the United
States Bankruptcy Code on November 22, 1995. Harrah's Jazz Company's general
partners included a wholly-owned subsidiary of Harrah's Entertainment, Inc. JCC
Holding conducts business through its wholly-owned subsidiaries, Jazz Casino,
JCC Development, Canal Development and Fulton Development.

     On October 30, 1998 in accordance with the Third Amended Joint Plan of
Reorganization that was confirmed by the United States Bankruptcy Court on
October 13, 1998, the Company became the successor to the operations of Harrah's
Jazz Company. Except for certain real property that vested in Canal Development
and Fulton Development, all of the assets of Harrah's Jazz Company vested in
Jazz Casino. On October 30, 1998, in connection with the third amended plan of
reorganization, JCC Holding issued an aggregate of 10 million shares of its
capital stock consisting of both Class A and Class B Common Stock. The former
bondholders of Harrah's Jazz Company received an aggregate of 5,197,377 shares
of Class A Common Stock, which constituted approximately 52% of the issued and
outstanding Class A and Class B Common Stock. In addition, the former
bondholders also received their pro rata share of (i) $187.5 million in
aggregate principal amount of Jazz Casino's senior subordinated notes with
contingent payments and (ii) Jazz Casino's senior subordinated contingent notes
(see Note 5). Harrah's Entertainment, through a wholly-owned subsidiary,
acquired beneficial ownership of the Class B Common Stock and currently is the
beneficial owner of 4,302,623 shares, which constitutes approximately 43% of the
issued and outstanding Class A and Class B Common Stock. These shares were
acquired in consideration of, among other things, an equity investment of $15
million and the conversion to equity, and contribution to JCC Holding on October
30, 1999 of $60 million in debtor-in-possession financing that had been provided
to Harrah's Jazz Company by Harrah's Entertainment or its affiliates over the
course of the reorganization. Harrah's Crescent City Investment Company, an
indirect wholly-owned subsidiary of Harrah's Entertainment, originally acquired
4,802,623 shares of Class B Common Stock under the third amended plan of
reorganization. However, under certain settlement agreements entered into in
connection with the third amended plan of reorganization, Harrah's Crescent City
Investment Company transferred from its acquired shares of Class B Common Stock
(i) options to purchase 300,000 shares to the stockholders of New Orleans
Louisiana Development Company, (ii) options to purchase

                                       49
<PAGE>   52
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

150,000 shares to Bank One, Louisiana, N.A., formerly known as First National
Bank of Commerce and (iii) its right to receive 350,000 shares to the senior
secured bondholders of Grand Palais Casino Inc., one of the former partners of
Harrah's Jazz Company. Because the senior secured bondholders of Grand Palais
Casino are not permitted to own Class B Common Stock under JCC Holding's
Certificate of Incorporation, the shares received by them automatically
converted into shares of Class A Common Stock. Subsequent to October 30, 1998,
Bank One exercised its options.

     Reorganization Value and "Fresh Start" Reporting. As of October 30, 1998,
the Company's consolidated financial statements have been prepared in accordance
with the American Institute of Certified Public Accountants' ("AICPA") Statement
of Position No. 90-7, "Financial Reporting by Entities in Reorganization Under
the Bankruptcy Code" ("SOP 90-7") (see Note 2).

     Cash and Cash Equivalents. For purposes of the consolidated statements of
cash flows and consolidated balance sheets, cash and cash equivalents include
highly liquid investments with original maturities of three months or less. As
of December 31, 1999, restricted cash includes approximately $501,000 of
contributions to the capital replacement fund (see Notes 8 and 9), $126,000 of
contributions to the Open Access Program public support efforts (see Note 9) and
$5.8 million of construction escrow funds. Restricted cash as of December 31,
1998 includes $605,000 of construction escrow funds.

     Inventories. Inventories, which consist primarily of food, beverage,
operating supplies and retail items, are stated at average cost.

     Property Available for Sale. Property available for sale consists of land
owned by Canal Development. The land is valued at the lower of cost or estimated
fair value. In addition, costs incurred in developing this property prior to
offering the property for sale, not in excess of its fair value, have been
capitalized (see Note 12).

     Property and Equipment. Property and equipment are stated at cost, except
for adjustments related to fresh start reporting (see Note 2). Improvements and
extraordinary repairs that extend the life of the asset are capitalized.
Maintenance and repairs are expensed as incurred. Interest is capitalized on
constructed assets at the Company's overall weighted average rate of interest.
Capitalized interest amounted to $25.2 million and $3.5 million in 1999 and
1998, respectively.

     Depreciation is calculated using the straight-line method over the shorter
of the estimated useful lives of the assets or the related lease term, as
follows:

<TABLE>
<S>                                                       <C>
Buildings on leased land................................      25 years
Furniture, fixtures and equipment.......................  3 to 7 years
</TABLE>

     Property held for development is valued at the lower of cost or estimated
fair value. Costs incurred in developing these properties, not in excess of
their fair values, are capitalized.

     Construction in progress includes restricted cash of approximately $9.2
million as of December 31, 1998 for use in the completion of the Casino, to be
paid according to the terms of various escrow agreements.

     Deferred Operating Contract Cost. Deferred operating contract cost consists
of payments, net of adjustments related to fresh start reporting (see Note 2),
to the Louisiana Economic Development and Gaming Corporation (see Note 9)
required under the original casino operating contract between Harrah's Jazz
Company and the Louisiana Economic Development and Gaming Corporation, which
commenced on July 15, 1994, and is being amortized on the straight-line basis
over the period from October 28, 1999 through July 24, 2024, the life of the
amended and renegotiated casino operating contract dated October 30, 1998 among
Harrah's Jazz Company, Jazz Casino and the State of Louisiana, by and through
the Louisiana Gaming Control Board. The amended and renegotiated casino
operating contract, which was entered into in
                                       50
<PAGE>   53
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

connection with the third amended plan of reorganization, modified the original
casino operating contract between Harrah's Jazz Company and the Louisiana
Economic Development and Gaming Corporation and is referred to herein as the
amended casino operating contract.

     Lease Prepayment. Lease prepayment includes a non-refundable initial
payment, net of adjustments related to fresh start reporting (see Note 2),
required under the original ground lease for the site on which the Casino has
been constructed (see Note 8) and is being amortized on a straight-line basis
over 25 years, the life of the amended casino operating contract.

     Revenue Recognition and Promotional Allowances. Jazz Casino recognizes the
net win from gaming activities (the difference between gaming wins and losses)
as casino revenues. Casino revenues are net of accruals for anticipated payouts
of progressive slot machine jackpots and certain progressive table game payouts.
Such anticipated jackpots and payouts are reflected as other current liabilities
on the accompanying consolidated balance sheets. Food and beverage, parking,
retail, and other revenues are recognized as services are provided. The
estimated value of beverages, parking, retail and other items, which are
provided to customers without charge, has been included in revenues and a
corresponding amount has been deducted as promotional allowances.

     The estimated costs of providing such complimentary services are included
in casino costs and expenses and for the period from October 28, 1999 to
December 31, 1999 amounted to $893,000, $235,000 and $39,000 for beverages,
parking and retail items, respectively.

     Under the terms of the amended casino operating contract, Jazz Casino is
not allowed to offer customers complimentary food from the Casino's buffet and
is prohibited from developing on-site lodging. In order to compensate for these
limitations and offer its patrons the integrated Casino, dining and
entertainment experience, the Casino offers its patrons complimentary meals,
hotel rooms, transportation, entertainment, and other amenities at various local
establishments. The expense related to providing these external complimentary
services are included in casino costs and expenses and totaled $4.5 million for
the period from October 28, 1999 to December 31, 1999.

     Preopening Costs. Preopening costs represent primarily the direct salaries
and other operating costs incurred by the Company prior to the opening of the
Casino on October 28, 1999. The Company accounts for start-up activities under
provisions of the AICPA SOP 98-5, "Reporting on the Costs of Start-Up
Activities," which provides guidance on the financial reporting of start-up
costs and organization costs. It requires costs of start-up activities and
organization costs to be expensed as incurred.

     Amortization of Note Discount. The discount associated with Jazz Casino's
senior subordinated notes with contingent payments (see Note 5) is amortized
using the interest method. The Company's interest expense for 1999 and 1998
includes amortization of the note discount of $3.5 million and $506,000,
respectively.

     Income Taxes. The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standard ("SFAS") No. 109, "Accounting for
Income Taxes." Under SFAS No. 109, deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax bases
of assets and liabilities, using enacted tax rates in effect for the year in
which the differences are expected to reverse.

     Net Income Per Share. The Company accounts for net income per share under
the provisions of SFAS No. 128, "Earnings Per Share." This standard requires
dual presentation of net income per common share and net income per share
assuming dilution on the face of the statement of operations. Basic net income
per common share is computed by dividing the net income attributable to common
stockholders by the weighted average number of shares outstanding during the
period. Diluted earnings per common share assume that any

                                       51
<PAGE>   54
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

dilutive convertible debentures outstanding at the beginning of each year were
converted at those dates, with related interest and outstanding common shares
adjusted accordingly. Jazz Casino's convertible junior subordinated debentures
(see Note 5) were not included in the computation of diluted earnings per common
share for 1999 and 1998 because it would have resulted in an antidilutive
effect. Diluted earnings per common share also assumes that outstanding common
shares were increased by shares issuable upon exercise of those stock warrants
and stock options for which market price exceeds exercise price, less shares
which could have been purchased by the Company with related proceeds. Since the
exercise price associated with the warrant issued to Harrah's Crescent City
Investment Company (see Note 11) is above the market price of the Class A Common
Stock, it was not dilutive in 1999 and 1998.

     Stock-Based Compensation. In 1999, the Company adopted the disclosure-only
provisions of SFAS No. 123 "Accounting for Stock-Based Compensation." SFAS No.
123 encourages, but does not require, companies to adopt a fair value based
method for determining expense related to stock-based compensation. The
disclosures are presented in Note 10. The Company continues to account for
stock-based compensation using the intrinsic value method as prescribed under
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to Employees," and related interpretations.

     Use of Estimates. Financial statements prepared in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

     Long-Lived Assets. The Company periodically evaluates whether events and
circumstances have occurred that indicate that certain assets may not be
recoverable. When factors indicate that long-lived assets should be evaluated
for impairment, the Company uses an estimate of undiscounted net cash flow over
the shorter of the remaining life of the related lease, contract, or asset, as
applicable, in determining whether the assets are recoverable.

     Fair Value of Financial Instruments. SFAS No. 107, "Disclosure About Fair
Value of Financial Instruments," requires certain disclosures regarding the fair
value of financial instruments. Current assets and current liabilities,
including due to affiliates, are reflected in the consolidated financial
statements at fair value because of the short-term maturity of these
instruments. The fair value of long-term other assets and liabilities, excluding
debt, closely approximates their carrying value (see Note 5). The Company uses
quoted market prices, when available, or discounted cash flows to calculate
these fair values.

     Risk of Competition. The Casino faces significant competition on a
national, regional and local scale from gaming operations in Mississippi and, on
a regional level and local scale, from gaming operations in the State of
Louisiana. The Casino also competes for patrons on a national and international
scale with large casino hotel facilities in Las Vegas, Nevada and Atlantic City,
New Jersey.

     Segment Information. The Company's principal line of business is casino and
entertainment development.

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

                                       52
<PAGE>   55
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 2. FRESH START REPORTING

     In accordance with the SOP 90-7, the Company established its reorganization
value and adopted "fresh start" reporting as of October 30, 1998. The Company
adopted "fresh start" reporting because owners immediately before filing and
confirmation of the third amended plan of reorganization received less than 50%
of the voting shares of the emerging entity, and its reorganization value is
less than the postpetition liabilities and allowed claims, as shown below:

<TABLE>
<CAPTION>
                                                         (IN THOUSANDS)
<S>                                                      <C>
Postpetition current liabilities.......................     $ 83,777
Liabilities deferred pursuant to Chapter 11
  proceedings..........................................      523,468
                                                            --------
          Total postpetition liabilities and allowed
            claims.....................................      607,245
Reorganization value...................................      331,000
                                                            --------
          Excess of liabilities over reorganization
            value......................................     $276,245
                                                            ========
</TABLE>

     Pursuant to SOP 90-7, the total reorganization value of the reorganized
Company's assets was determined using several factors and by reliance on various
valuation methods, including discounting cash flow, as well as by analyzing
market cash flow multiples applied to the Company's forecasted cash flows. The
factors considered by the Company included: (1) forecasted cash flow results
which gave effect to the estimated impact of the restructuring; (2) the
discounted residual value at the end of the forecast period; (3) competition and
general economic considerations; and (4) future potential profitability. Based
on this analysis, the Company, after consultation with an independent firm
specializing in reorganizations, established the Company's reorganization value
as follows:

<TABLE>
<CAPTION>
                                                         (IN THOUSANDS)
<S>                                                      <C>
Reorganization value as of October 30, 1998 based upon
  independent appraisal................................    $ 495,000
Financing to occur post bankruptcy but prior to
  opening..............................................     (164,000)
                                                           ---------
          Reorganization value.........................    $ 331,000
                                                           =========
</TABLE>

     Under the principles of "fresh start" reporting, the Company's total net
assets were recorded at this assumed reorganization value, which was then
allocated to identifiable tangible assets on the basis of their estimated fair
value. In accordance with "fresh start" reporting, the difference between the
assumed reorganization value and the aggregate fair value of the identifiable
tangible assets resulted in a reduction in the value assigned to intangible
deferred operating contract costs and lease prepayments. In addition, the
Company's accumulated deficit was eliminated.

                                       53
<PAGE>   56
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The effect of the third amended plan of reorganization and the application
of "fresh start" reporting to the Company's condensed (unaudited) balance sheet
as of October 30, 1998 is as follows:

<TABLE>
<CAPTION>
                                          (PREDECESSOR)                                       (SUCCESSOR)
                                          HARRAH'S JAZZ                                       JCC HOLDING
                                             COMPANY                                            COMPANY
                                         PRE-FRESH START                                      FRESH START
                                          BALANCE SHEET       PLAN OF                        BALANCE SHEET
                                           OCTOBER 30,     REORGANIZATION     FAIR VALUE      OCTOBER 30,
                                              1998         ADJUSTMENTS(A)   ADJUSTMENTS(B)       1998
                                         ---------------   --------------   --------------   -------------
                                                                  (IN THOUSANDS)
<S>                                      <C>               <C>              <C>              <C>
Cash and cash equivalents..............     $  14,339        $ 112,288         $     --        $126,627
Prepaids and other assets..............            65               --               --              65
                                            ---------        ---------         --------        --------
          Total current assets.........        14,404          112,288               --         126,692
Property and equipment.................       199,967               --          (11,795)        188,172
Deferred operating contract cost.......       122,222               --          (53,546)         68,676
Lease prepayment.......................        30,263               --          (13,278)         16,985
Other assets...........................         2,084               --            3,820           5,904
                                            ---------        ---------         --------        --------
          Total........................     $ 368,940        $ 112,288         $(74,799)       $406,429
                                            =========        =========         ========        ========
Liabilities not subject to
  compromise...........................     $  83,777        $  (8,348)        $     --        $ 75,429
Liabilities subject to compromise......       523,468         (523,468)              --              --
Long-term debt.........................            --          185,013               --         185,013
Other long-term obligations............            --           37,900               --          37,900
Partners' deficit/stockholders'
  equity...............................      (238,305)         421,191          (74,799)        108,087
                                            ---------        ---------         --------        --------
          Total........................     $ 368,940        $ 112,288         $(74,799)       $406,429
                                            =========        =========         ========        ========
</TABLE>

---------------

(A)  To record the transactions consummated pursuant to the third amended plan
     of reorganization and eliminate partners' deficit. These adjustments
     include a $15 million direct infusion of equity to JCC Holding from
     Harrah's Crescent City Investment Company.

(B)  To record the adjustment to state assets and liabilities at fair value and
     adjust for the difference between the assumed reorganization value and the
     fair value of the identifiable tangible and intangible assets by reducing
     the value assigned to deferred operating contract cost and lease
     prepayments.

     Preconfirmation contingencies represent amounts owed to creditors of the
predecessor company, Harrah's Jazz Company, which were transferred to the
Company under the third amended plan of reorganization. During 1999,
preconfirmation contingencies were reduced by $1.6 million due to a change in
estimate. This amount is included as a reorganization item on the consolidated
statements of operations.

                                       54
<PAGE>   57
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3. ACCRUED EXPENSES

     Accrued expenses as of December 31 consist of the following:

<TABLE>
<CAPTION>
                                                               1999      1998
                                                              -------   ------
                                                               (IN THOUSANDS)
<S>                                                           <C>       <C>
Construction costs..........................................  $ 8,577   $2,998
Payroll and related benefits................................    5,048      430
Professional fees...........................................    2,593      530
Hotel rooms and catering....................................    1,942       --
Other.......................................................    2,631      497
                                                              -------   ------
          Total.............................................  $20,791   $4,455
                                                              =======   ======
</TABLE>

NOTE 4. SHORT-TERM BORROWINGS

     Pursuant to the credit agreement dated as of October 29, 1998 among Jazz
Casino, as borrower, JCC Holding, as guarantor, and a syndicate of lenders led
by Bankers Trust Company, Jazz Casino obtained a $25 million revolving line of
credit, which terminates in January 2006, to cover short-term working capital
requirements. Letters of credit can be drawn on the available balance under this
credit facility up to $10 million. Under the revolving line of credit, the
interest rate on the Eurodollar loans ranges from LIBOR plus 2.50% to LIBOR plus
3.50% and the interest rate on the base rate loans is prime plus 1.0% less than
the applicable margin on the Eurodollar loans. As of December 31, 1999, Jazz
Casino had outstanding borrowings of $15.9 million at a weighted average
interest rate of 9.13% and outstanding letters of credit of $2.2 million under
this revolving line of credit. Refer to Note 5 for a discussion of the guarantee
related to the revolving line of credit.

NOTE 5. LONG-TERM DEBT AND OTHER FINANCING AGREEMENTS

     Long-term debt consists of the following as of December 31:

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Term loans:
  Tranche A-1, 7.25%(a).....................................  $ 10,000   $ 10,000
  Tranche A-2, 9.00%(a).....................................    20,000         --
  Tranche A-3, 7.25%(a).....................................    30,000     30,000
  Tranche B-1, 8.75%(a).....................................    30,000     30,000
  Tranche B-2, 8.88%(a).....................................   121,500         --
                                                              --------   --------
                                                               211,500     70,000
                                                              --------   --------
Senior subordinated notes with contingent payments,
  5.99%(a)..................................................   199,143    187,500
Unamortized note discount...................................   (95,734)   (99,269)
                                                              --------   --------
                                                               103,409     88,231
                                                              --------   --------
Senior subordinated contingent notes........................        --         --
Convertible junior subordinated debentures, 8.00%(a)........    29,609     27,288
Junior subordinated credit facility -- affiliate,
  8.00%(a)..................................................    22,500         --
Promissory note -- affiliate, 9.00%(a)......................     1,204         --
                                                              --------   --------
          Total long-term debt..............................  $368,222   $185,519
                                                              ========   ========
</TABLE>

---------------

(a)  Represents the interest rate for the respective debt agreements in effect
     as of December 31, 1999.

                                       55
<PAGE>   58
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Term Loans

     Pursuant to the credit agreement dated as of October 29, 1998 among Jazz
Casino, as borrower, JCC Holding, as guarantor, and a syndicate of lenders led
by Bankers Trust Company, Jazz Casino obtained a construction financing
commitment of $211.5 million under various term loans and up to $25 million of
available working capital under a revolving line of credit (see Note 4). The
term loans and the revolving line of credit are a single combined credit
facility.

     The interest rates on the term loans assuming that they are maintained as
Eurodollar loans, are as follows:

<TABLE>
<CAPTION>
                                                   INTEREST RATE
                                                   -------------
<S>                                    <C>
Tranche A-1..........................  LIBOR plus 1%
Tranche A-2..........................  LIBOR plus 2.5% to LIBOR plus 3.5%
Tranche A-3..........................  LIBOR plus 1%
Tranche B-1..........................  LIBOR plus 2.5%
Tranche B-2:
  Up to $10 million..................  LIBOR plus Harrah's Entertainment's
                                         applicable margin then in effect*
  In Excess of $10 million...........  LIBOR plus 2.5% to LIBOR plus 3.5%
</TABLE>

---------------

* Represents Harrah's Entertainment's current interest rate on its credit
  facility.

     The interest rate on the term loans maintained as base rate loans is the
sum of (i) the applicable base interest rate and (ii) that percentage (not below
1.0%) which is 1.0% less than the margin for loans of such tranche maintained as
Eurodollar loans.

     The term loans have the following repayment terms:

<TABLE>
    <S>                                      <C>
    Tranche A-1 and A-2 (Combined)           Quarterly installments of $100,000 beginning July 31,
                                             2000 with a $27.8 million lump sum payment due at
                                             April 2006.

    Tranche A-3                              Quarterly installments of $1 million in year one, $1.5
                                             million in years two and three and $1.75 million in
                                             years four and five.

    Tranche B-1 and B-2 (Combined)           Quarterly installments beginning July 31, 2000 of $1.5
                                             million in year one, $2.5 million in years two through
                                             five, $2.125 million in year six with a $97 million
                                             lump sum payment due at January 2006.
</TABLE>

     The scheduled quarterly repayments will be deferred for any of the first
six semi-annual interest payment periods if interest on Jazz Casino's senior
subordinated notes with contingent payments (see below) is paid in kind and the
Manager has deferred its fees under the terms of its management agreement with
Jazz Casino (see Note 7) and under the agreement (the "HET/JCC Agreement") among
Jazz Casino, Harrah's Entertainment and Harrah's Operating Company, Inc., a
wholly owned subsidiary of Harrah's Entertainment, pursuant to which Harrah's
Entertainment and Harrah's Operating Company have provided an initial guaranty
in favor of the State of Louisiana by and through the Louisiana Gaming Control
Board of a $100 million annual payment due to the State of Louisiana under the
amended casino operating contract (see Note 7). Starting with the fourth year
after October 30, 1998, if Jazz Casino's consolidated EBITDA (as defined in the
indenture under which Jazz Casino's senior subordinated notes with contingent
payments are issued) does not exceed $28.5 million for the 12 months ending on
the last day of the semi-annual period ended immediately prior to the most
recent semi-annual interest payment date with respect to the senior

                                       56
<PAGE>   59
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

subordinated notes with contingent payments, interest under the term loans will
be deferred. Jazz Casino has included $5.2 million of repayments due in 2000 as
long-term debt due to its intent to defer these repayments.

     The tranche A term loans generally rank senior to all existing and future
indebtedness of Jazz Casino except certain obligations of Jazz Casino under the
HET/JCC Agreement (see Note 12).

     The term loans and the revolving line of credit are secured by liens on
substantially all of the assets of each of Jazz Casino (excluding the amended
casino operating contract, funds deposited in the house bank maintained at the
Casino and the Gross Gaming Revenue Share Payments (see Note 9)), JCC Holding,
JCC Development, Canal Development and Fulton Development. The credit agreement
contains affirmative covenants with respect to, among other things, the
maintenance of certain leverage ratios, coverage ratios and levels of tangible
net worth, limitations on indebtedness, changes in Jazz Casino's business, the
sale of all or substantially all of Jazz Casino's assets, mergers, acquisitions,
reorganizations and recapitalizations, liens, guarantees, the payment of
management fees, dividends and other distribution, investments, debt
prepayments, sale-leasebacks, capital expenditures, lease expenditures and
transactions with affiliates, and financial reporting. Subsequent to December
31, 1999, Jazz Casino has obtained a waiver under the credit agreement in
connection with the funding of amounts under the minimum payment guaranty (see
Note 12).

     The obligations of Jazz Casino under its credit agreement are guaranteed on
a senior basis by JCC Holding, JCC Development, Canal Development and Fulton
Development.

     The tranche A-2 and B-2 term loans along with the revolving line of credit
are also guaranteed by Harrah's Entertainment and Harrah's Operating Company. As
consideration for this guarantee, Harrah's Entertainment receives an annual
credit support fee from Bankers Trust Company and Jazz Casino equal to 2% and
approximately 0.75%, respectively, of the average aggregate principal amount of
loans and/or stated amount of letters of credit outstanding under tranche A-2
and B-2 term loans and the revolving line of credit (in the case of tranche B-2
term loans only to the extent of the aggregate principal amount thereof from
time to time in excess of $10 million). During the year ended December 31, 1999,
Jazz Casino incurred annual credit support fees of approximately $387,000, which
have been deferred under the terms of the HET/JCC agreement.

  Senior Subordinated Notes

     In connection with the third amended plan of reorganization, Jazz Casino
issued (1) $187.5 million aggregate principal amount of senior subordinated
notes with contingent payments maturing in 2009, and (2) senior subordinated
contingent notes maturing in 2009 pursuant to indentures, dated as of October
30, 1998, by and among Jazz Casino, as obligor, JCC Holding, JCC Development,
Canal Development and Fulton Development, as guarantors, and Norwest Bank
Minnesota, National Association, as Trustee.

     As of December 30, 1998, the stated interest rate on the senior
subordinated notes with contingent payments was considered by the Company to be
lower than prevailing interest rates for debt with similar terms and credit
ratings. In accordance with fresh start reporting, the senior subordinated notes
with contingent payments were valued based on discounting concepts to
approximate their fair value (16% discount rate).

     The fixed interest rate on the senior subordinated notes with contingent
payments is 5.867% per year, increasing over the first three years to a rate of
6.214% in the fourth and fifth years and increasing to 8% after the first five
years and is payable semiannually in arrears on each May 15 and November 15,
beginning May 15, 1999. Jazz Casino has the option to pay the first six
semi-annual payments of fixed interest on its senior subordinated notes with
contingent payments in kind rather than in cash; provided, however, that Jazz
Casino must pay the first four semi-annual payments of fixed interest in kind if
tranche A-1 and/or tranche A-2 term loans are outstanding when such payments are
due. Jazz Casino has the option to pay the fifth and sixth semi-annual payments
of fixed interest in kind and may be required to do so by its credit
                                       57
<PAGE>   60
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

agreement under certain circumstances. Jazz Casino paid the first two interest
payments amounting to $11.7 million on its senior subordinated notes with
contingent payments in kind rather than in cash and presently anticipates that
it will pay the next four interest payments in kind rather than in cash.

     Starting in 2002, if consolidated EBITDA, as defined in the indentures
governing the notes, for Jazz Casino is less than $28.5 million for the 12 month
period ending on March 31 or September 30, as applicable, immediately preceding
any interest payment date occurring on or after May 15, 2002, fixed interest on
its senior subordinated notes with contingent payments must be paid in kind.
Fixed interest not paid in kind is payable in cash.

     Contingent payments with respect to the senior subordinated notes with
contingent payments are generally based on a measurement amount which is defined
as the consolidated EBITDA of Jazz Casino plus or minus cash amounts advanced to
or repaid by JCC Development, Canal Development or Fulton Development.
Contingent payments are payable on each interest payment date as follows:

<TABLE>
    <S>          <C>
    May 15       37.5% of consolidated EBITDA for the 12 month period ending
                 on the immediately preceding March 31 in excess of $65
                 million but less than $85 million

    November 15  75% of consolidated EBITDA for the 12 month period ending on
                 the immediately preceding September 30 in excess of $65
                 million and less than $85 million, less amounts paid on May
                 15
</TABLE>

     If, on any interest payment date, no contingent payments are due and
payable to holders of the senior subordinated notes with contingent payments in
accordance with the foregoing, no contingent payments will be accrued or paid on
such interest payment date.

     As of December 31, 1999 and 1998, there are no amounts outstanding under
the senior subordinated contingent notes. The senior subordinated contingent
notes, which have no fixed interest, are based upon the same measurement amount
as the contingent payments required under Jazz Casino's senior subordinated
notes with contingent payments. Contingent payments are due on each May 15 and
November 15. Contingent payments with respect to the senior subordinated
contingent notes are payable on each interest payment date as follows:

<TABLE>
    <S>          <C>
    May 15       37.5% of consolidated EBITDA for the 12 month period ending
                 on the immediately preceding March 31 in excess of $85
                 million but less than $109.425 million

    November 15  75% of consolidated EBITDA for the 12 month period ending on
                 the immediately preceding September 30 in excess of $85
                 million and less than $109.425 million, less amounts paid on
                 May 15
</TABLE>

     The senior subordinated notes with contingent payments and the senior
subordinated contingent notes are secured on an equal and ratable basis by liens
on substantially all of the assets of Jazz Casino, JCC Holding, JCC Development,
Canal Development and Fulton Development (excluding the amended casino operating
contract, funds deposited in the house bank maintained at the Casino and the
Gross Gaming Revenue Share Payments (see Note 9)).

     JCC Holding, JCC Development, Canal Development and Fulton Development have
irrevocably and unconditionally guaranteed to each holder of the senior
subordinated notes with contingent payments and senior subordinated contingent
notes all amounts owed under these notes.

     Upon a change in the manager of the Casino or other similar events, each
holder of the senior subordinated notes with contingent payments will have the
right, at such holder's option, to require Jazz Casino to purchase such holder's
senior subordinated notes with contingent payments at 101% of the principal
amount thereof plus accrued and unpaid interest. Jazz Casino may not have
sufficient financing to purchase its
                                       58
<PAGE>   61
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

senior subordinated notes with contingent payments and satisfy other obligations
which may become due upon such an event. Jazz Casino's senior subordinated notes
with contingent payments and its senior subordinated contingent notes are not
redeemable or subject to mandatory prepayment prior to maturity, except that the
notes are subject to redemption in the event the holders of these securities are
required, but unable, to obtain certain qualifications or approvals from the
Louisiana Gaming Control Board. Each of the indentures governing the notes
contains certain restrictions on, among other things, restricted payments,
liens, incurrence of additional indebtedness, payment of management fees,
subsidiary dividend restrictions, asset sales, transactions with affiliates,
mergers and consolidations.

     Below is the summarized unaudited financial information for each of the
entities (guarantors) on a stand-alone basis:

<TABLE>
<CAPTION>
                                JCC        JAZZ         JCC         FULTON         CANAL
                              HOLDING     CASINO    DEVELOPMENT   DEVELOPMENT   DEVELOPMENT
                              --------   --------   -----------   -----------   -----------
                                                     (IN THOUSANDS)
<S>                           <C>        <C>        <C>           <C>           <C>
Current assets..............  $     66   $ 42,151     $    1        $   --        $4,855
Non-current assets..........    46,042    450,258      1,408         8,918             9
Current liabilities.........       492     50,439        185           398           174
Non-current liabilities.....        --    409,200      1,224            --            --
Net revenues................        --     41,132         --            --            24
Income (loss) from
  operations................   (59,140)   (53,820)        --            (4)           16
Net income (loss)...........   (59,140)   (58,715)        --            (4)           16
</TABLE>

     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.

  Junior Subordinated Credit Facility

     On October 30, 1998, Jazz Casino entered into a junior subordinated credit
facility with Harrah's Entertainment and Harrah's Operating Company whereby
Harrah's Operating Company agreed to make available to Jazz Casino up to $22.5
million of subordinated indebtedness to fund project costs to the extent that
such costs exceed amounts available under the term loans (excluding the tranche
A-2 and tranche B-2 term loans), the proceeds from the issuance of the
convertible junior subordinated debentures and the $15 million equity investment
by Harrah's Crescent City Investment Company in JCC Holding on October 30, 1998.
As of December 31, 1999, Jazz Casino has drawn $22.5 million under this
facility.

     The junior subordinated credit facility is unsecured. Amounts owing under
the junior subordinated credit facility are due and payable six months following
the maturity of the senior subordinated notes with contingent payments. Early
repayment is permitted, subject to meeting certain restricted payment tests.
Outstanding principal under the junior subordinated credit facility bears
interest at the rate of 8% per year. Interest will not be paid in cash and will
be added to the outstanding principal amount if certain earnings before
interest, taxes, depreciation and amortization ("EBITDA") tests are not met for
the contingent payment periods ending on September 30, 2000 and 2001, or if Jazz
Casino pays interest in kind on its senior subordinated notes with contingent
payments after September 30, 2000. Any portion of the junior subordinated credit
facility not paid at maturity will bear interest at the rate of 10% per year.
For the year ending December 31, 1999, Jazz Casino has incurred interest expense
of approximately $1.3 million under this facility and anticipates that interest
incurred during the contingent payment periods ending September 30, 2000 and
2001 will not be paid in cash and will be added to the outstanding principal
amount.

                                       59
<PAGE>   62
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Convertible Junior Subordinated Debentures

     On October 30, 1998, Jazz Casino issued to Bankers Trust Company,
Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Smith Barney Inc.,
BT Alex. Brown Incorporated and Bank One, $27,287,500 aggregate principal amount
of its convertible junior subordinated debentures due 2010. The convertible
junior subordinated debentures mature in May 2010. The convertible junior
subordinated debentures bear interest at the rate of 8% per year, payable
semi-annually in cash; provided, however, that Jazz Casino has the option of
paying the interest on the debentures, in whole or in part, in kind rather than
in cash (1) at any time on or prior to October 30, 2003, and (2) at any time
thereafter if Jazz Casino did not make contingent payments with respect to the
senior subordinated contingent notes on the immediately preceding interest
payment date for the senior subordinated contingent notes. Jazz Casino has paid
the first two interest payments amounting to $2.3 million in kind rather than in
cash and anticipates that it will pay interest due through October 30, 2003 in
kind rather than in cash.

     The convertible junior subordinated debentures are unsecured obligations of
Jazz Casino. The convertible junior subordinated debentures are convertible at
the option of the holders, in whole or in part, at any time after October 1,
2002, into Class A Common Stock or, after the Transition Date (as defined in
Note 11), Unclassified Common Stock) of JCC Holding at a conversion price of
$25.00 per share, subject to dilution and other appropriate adjustments. In
addition, if the convertible junior subordinated debentures are called for
redemption, each holder may, subject to certain limitations, convert the
holder's debentures at that time. The convertible junior subordinated debentures
are redeemable at the option of the Company (1) at any time at par plus accrued
but unpaid interest in cash, or (2) at any time during the 12 months prior to
October 30, 2010 if the conversion price is greater than the Current Market
Price per share on the redemption date, at par plus accrued but unpaid interest,
payable in shares of Class A Common Stock, or a combination of cash and shares
of Class A Common Stock, or after the Transition Date, Unclassified Common
Stock. The "Current Market Price" is defined to generally mean the volume
weighted average for the preceding 10 trading days of the last reported sale
price of the Class A Common Stock.

     The indenture under which the convertible junior subordinated debentures
are issued restricts mergers and consolidations involving, and the sale,
transfer, lease or conveyance of all or substantially all of the assets of Jazz
Casino and JCC Holding. The obligations of Jazz Casino to the holders of the
convertible junior subordinated debentures are guaranteed on a subordinated
basis by JCC Holding.

  Promissory Note

     On October 26, 1999, JCC Development entered into a promissory note with
Harrah's Operating Company that provides for borrowings up to $2 million.
Borrowings under this loan bear interest at 9% per year, and, at JCC
Development's option, may be paid in cash or in kind. The entire unpaid balance
of principal and interest is due on October 26, 2004; however, the promissory
note requires mandatory prepayment in the event JCC Development obtains a loan
for the purpose of developing the second floor of the Casino. As of December 31,
1999, JCC Development has outstanding borrowings under this note of $1.2 million
and has incurred interest costs of $19,000 which have been capitalized in
connection with its development activities.

                                       60
<PAGE>   63
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     As of December 31, 1999, maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
                                                         (IN THOUSANDS)
<S>                                                      <C>
2000..................................................            --
2001..................................................        13,400
2002..................................................        16,400
2003..................................................        16,900
2004..................................................        18,605
Thereafter............................................       302,917
                                                            --------
          Total Long-Term Debt........................      $368,222
                                                            ========
</TABLE>

  Fair Value

     The estimated fair values and carrying amounts of long-term debt are as
follows (in thousands):

<TABLE>
<CAPTION>
                                                  1999                          1998
                                       ---------------------------   ---------------------------
                                       FAIR VALUE   CARRYING VALUE   FAIR VALUE   CARRYING VALUE
                                       ----------   --------------   ----------   --------------
<S>                                    <C>          <C>              <C>          <C>
Senior subordinated notes with
  contingent payments................   $113,539       $103,409       $88,231        $88,231
Convertible junior subordinated
  debentures.........................     29,595         29,609        27,288         27,288
Junior subordinated credit
  facility -- affiliate..............     19,422         22,500            --             --
Promissory note -- affiliate.........      1,191          1,204            --             --
</TABLE>

     The fair value of Jazz Casino's long-term debt was determined using
valuation techniques that considered cash flows discounted at current market
rates and management's best estimate for instruments without quoted market
prices. Jazz Casino's term loans, all of which bear interest at floating rates,
are assumed to approximate their fair value.

NOTE 6. FEDERAL INCOME TAXES

     As of December 31, the effective income tax rate differs from the statutory
federal income tax rate as follows:

<TABLE>
<CAPTION>
                                                               1999     1998
                                                              ------   ------
<S>                                                           <C>      <C>
Statutory federal rate......................................   38.00%   38.00%
State income taxes, net of federal income tax benefit.......      --       --
Valuation allowance.........................................  (38.23)  (37.09)
Permanent items.............................................    0.23    (0.91)
                                                              ------   ------
          Effective tax rate................................    0.00%    0.00%
                                                              ======   ======
</TABLE>

                                       61
<PAGE>   64
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Significant components of net deferred tax liabilities as of December 31,
consists of the following:

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Deferred Tax Liabilities:
  Discount on debt..........................................  $(36,379)  $(37,722)
  Capitalized interest......................................    (1,902)      (559)
  Original issue discount...................................      (134)        --
                                                              --------   --------
          Total.............................................   (38,415)   (38,281)
                                                              --------   --------
Deferred Tax Assets:
  Net operating loss........................................    22,991      1,554
  Basis difference in fixed assets..........................    19,380         --
  Accrued reserves..........................................       868        122
  Contribution carryover....................................       118         --
  Stock compensation cost...................................       102         --
  Work opportunity credit...................................        98
  Basis difference in organizational costs..................        36         --
  Original issue discount...................................        --         54
  Valuation allowance.......................................   (43,078)    (1,349)
                                                              --------   --------
          Total.............................................       515        381
                                                              --------   --------
          Net deferred tax liability........................  $(37,900)  $(37,900)
                                                              ========   ========
</TABLE>

     To the extent the Company has net deferred tax assets as of December 31,
1999 and 1998, a valuation allowance has been established to reduce such net
deferred tax assets to zero. The corresponding charge to increase the valuation
allowance reduced the Company's income tax benefit for 1999 and 1998.

     As of December 31, 1999, the Company has a net operating loss carryforward
for both regular tax and alternative minimum tax of $60.8 million. For federal
income tax purposes, $57.5 million and $3.3 million of net operating loss
carryforwards will expire in 2019 and 2018, respectively. In addition, the
Company has a charitable contribution carryforward of approximately $311,000 and
a work opportunity credit carryforward of $98,000, expiring in 2004 and 2019,
respectively.

     For state income tax purposes, Jazz Casino has a net operating loss
carryforward of $60.3 million of which $57.3 million and $3 million will expire
in 2014 and 2013, respectively. In addition, JCC Holding has a state net
operating loss carryforwards of $516,000 of which $219,000 and $297,000 will
expire in 2014 and 2013, respectively.

NOTE 7. RELATED PARTY TRANSACTIONS

  Management and Administrative Services Agreements

     The Casino's operations are managed by Harrah's New Orleans Management
Company (the "Manager"), a wholly-owned subsidiary of Harrah's Entertainment,
pursuant to the second amended and restated management agreement. The management
agreement, dated October 29, 1998, has a 20 year term expiring October 29, 2018,
but may be extended for four consecutive terms of ten years each at the option
of the Manager, provided the Manager is not in default under this agreement.
Under the terms of the management agreement, the Manager is entitled to receive
a management fee having two components. The first component is equal to 3% of
annual gross revenues of the Casino. The second component is an incentive based
fee that is equal to 7% of certain consolidated EBITDA targets. In addition, the
Manager is entitled to receive a travel fee equal to $100,000 per year, subject
to adjustment based on changes in the Consumer Price Index and a
                                       62
<PAGE>   65
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

"marketing contribution," which as of December 31, 1999 and 1998 was an amount
equal to 1.5% and 0.4% of the Casino's net revenues, respectively. The Manager
may increase this marketing contribution from time to time to ensure that it
generally equals the fee charged to other participating casinos owned or managed
by Harrah's Entertainment's affiliates. Under the terms of the management
agreement, the management fee will be deferred until such time as Jazz Casino
meets certain interest payment requirements under its various debt agreements.

     Jazz Casino has also contracted with Harrah's Operating Company to perform
various administrative services pursuant to an administrative services
agreement. The administrative service agreement, dated October 30, 1998, is
renewable each year and may be cancelled by either party 30 days after written
notice. Services to be provided under this agreement include accounting,
computer processing, risk management, marketing and administration of certain
human resource matters. The fees under the administrative agreement are
negotiated annually and are to be paid monthly.

     During 1999, Jazz Casino leased certain employees from Harrah's
Entertainment or its affiliates for approximately $913,000.

     For the year ended December 31, 1999, Jazz Casino incurred costs of $9.0
million under the above agreements. For the year ending December 31, 1998, Jazz
Casino incurred costs of $4.2 million consisting primarily of reimbursements for
pre-reorganization amounts.

  HET/JCC Agreement

     On October 30, 1998, Jazz Casino entered into the HET/JCC Agreement with
Harrah's Entertainment and Harrah's Operating Company, under which Harrah's
Entertainment and Harrah's Operating Company have posted an initial payment
guaranty for the benefit of the State of Louisiana by and through the Louisiana
Gaming Control Board to assure payment of the minimum $100 million annual
payment due to the State of Louisiana under Jazz Casino's amended casino
operating contract (see Note 12). Any amounts funded by Harrah's Entertainment
to the Louisiana Gaming Control Board under this agreement take the form of a
demand obligation by Jazz Casino to Harrah's Entertainment, and are first
priority liens on the assets of the Company.

     Harrah's Entertainment and Harrah's Operating Company have committed to
post this minimum payment guaranty on an annual basis through the year ending
March 31, 2004, provided that certain conditions are met by Jazz Casino. They
have agreed, subject to certain conditions, to provide the guaranty for the
fiscal year beginning April 1, 2000 and ending March 31, 2001. Harrah's
Entertainment and Harrah's Operating Company will receive a $6 million per year
guaranty fee for the years ending March 31, 2000 and 2001 and a $5 million per
year guaranty fee for the years ending March 31, 2002, 2003 and 2004, all
payable quarterly. In the years that Harrah's Entertainment and Harrah's
Operating Company provide the minimum payment guaranty for less than a full
year, they receive a pro rata fee based on an annual fee of $6 million. For the
year ending December 31, 1999, Jazz Casino incurred minimum payment guaranty
fees of approximately $1.1 million.

  Junior Subordinated Credit Facility

     Harrah's Entertainment and Harrah's Operating Company have provided Jazz
Casino with the $22.5 million junior subordinated credit facility (see Note 5).

  Promissory Note

     Harrah's Operating Company has provided JCC Development with a $2 million
promissory note (see Note 5).
                                       63
<PAGE>   66
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Harrah's Entertainment Loan Guarantee

     Harrah's Entertainment and Harrah's Operating Company have provided a
payment guarantee with respect to the tranche A-2 and B-2 term loans and the
revolving line of credit (see Notes 4 and 5).

  Completion Guarantee

     Harrah's Entertainment and Harrah's Operating Company have entered into a
series of completion guarantees pursuant to which Harrah's Entertainment and
Harrah's Operating Company have guaranteed, among other things, the completion
of the Casino and the payment of all obligations of Jazz Casino up to and
through the completion of the Casino's construction. This includes the duty to
complete, equip and open the Casino if Jazz Casino failed to commence or
complete the Casino's construction and to pay certain of Jazz Casino's costs and
expenses until the Casino opens prior to the termination of the construction
date.

  Amended Completion Loan Agreement

     On October 30, 1998, Jazz Casino, Harrah's Entertainment and Harrah's
Operating Company entered into an amended and restated subordinated completion
loan agreement under which any expenditures made by Harrah's Entertainment and
Harrah's Operating Company under the completion guarantees described above,
which are not also expenditures under an amended and restated construction lien
indemnity agreement between Harrah's Operating Company and Jazz Casino, are
deemed unsecured loans. The loans under the completion loan agreement will bear
interest at a rate of 8% per annum and will mature on April 30, 2010. No fees
are payable to Harrah's Entertainment and Harrah's Operating Company in
connection with the completion guarantees. As of December 31, 1999, Jazz Casino
estimates that approximately $5 million to $8 million will be required and will
be available under the completion guarantee to pay the remaining costs of
completing the project.

  Equipment Leases

     During 1999, Jazz Casino entered into a master lease agreement for
approximately 1900 slot machines with Harrah's Operating Company (see Note 8).

  Limited Forbearance Agreement

     On February 29, 2000, Jazz Casino entered into a limited forbearance
agreement with Harrah's Operating Company and the Manager. Under the terms of
this agreement, Jazz Casino has the option to defer until August 1, 2000 certain
payments that are currently due under the management agreement, the
administrative agreement and the master lease agreement. The limited forbearance
agreement also waives any penalties or late charges assessed under the
agreements.

NOTE 8. LEASES

     The Company leases both real estate, office space, and equipment for use in
its business through operating leases. In addition to minimum rentals, certain
leases provide for contingent rents based on percentages of revenue. Real estate
operating leases range from 12 months to 30 years with options for extensions
for up to an additional 30 years. The average remaining term for non-real estate
leases ranges from one to five years.

  The Casino Site

     Jazz Casino entered into an amended and restated ground lease agreement
dated October 29, 1998 with the Rivergate Development Corporation, as landlord,
and the City of New Orleans, as intervenor, for the site
                                       64
<PAGE>   67
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

on which the Casino is located. The initial term of the amended and restated
ground lease is for 30 years beginning October 29, 1998, with three consecutive
ten-year renewal options.

     Under the terms of the original ground lease, Harrah's Jazz Company was
required to make an initial payment of $30 million. The amended and restated
ground lease required payments of $736,000 per month until the Casino opened.
These monthly payments were capitalized during the construction of the Casino
until opening and are being amortized over the life of the amended casino
operating contract. Subsequent to October 28, 1999, the minimum lease payment
increased to $12.5 million per year. The amended and restated ground lease
provides for additional rents based on various percentages of gross gaming and
non-gaming revenues. Jazz Casino is also required to make a $2.0 million annual
contribution to the Orleans Parish School Board as well as certain additional
one time rental payments totaling $2.25 million over the lease term of which
$875,000 was paid during the year ended December 31, 1999. The amended and
restated ground lease also requires annual payments of approximately $1.25
million contingent upon gross gaming revenues equaling $350 million. Jazz Casino
is required to fund this initial amount on a monthly basis in the first fiscal
year of operations. At the end of the first fiscal year of operations, if Jazz
Casino's gross gaming revenue is less than $350 million, no additional amounts
are required to be paid, and the initial funded amount of $1.25 million will be
utilized as a credit in the first fiscal year that gross gaming revenue equals
or exceeds $350 million. For the year ended December 31, 1999, Jazz Casino has
paid approximately $313,000 of the $1.25 million. Jazz Casino is further
obligated to pay contingent rent in the event a dividend is declared or if the
Manager is paid a termination fee. Under certain conditions, the Rivergate
Development Corporation has a one-time right to receive additional rent based on
the net market appreciation of JCC Holdings' Common Stock as computed by a
defined formula. Jazz Casino is also required to contribute $1.0 million each
year to the City of New Orleans for a joint marketing fund and to make monthly
payments to a capital replacement fund. The annual aggregate payments to the
capital replacement fund are $3.0 million in the first year of the Casino's
operations and increase $1.0 million in year two and three and in each
succeeding year the payments are based on 2.0% of gross gaming and non-gaming
revenues. For the years ended December 31, 1999 and 1998, Jazz Casino has
contributed $1 million to the City of New Orleans for the joint marketing fund,
respectively. In addition, Jazz Casino has contributed approximately $500,000 in
an interest-bearing account to fund the capital replacement fund for the year
ended December 31, 1999. In connection with the development of the second floor
of the Casino, Jazz Casino is also required to pay the Rivergate Development
Corporation rent equal to 50% of net operating cash income generated from
operations on the second floor of the Casino.

  Slot Leases

     In October 1999 Jazz Casino entered into a master lease agreement with
Harrah's Operating Company pursuant to which Jazz Casino leases approximately
1,900 slot machines, including the 1,085 slot machines sold to Harrah's
Operating Company as discussed below. The terms of the various slot machines
leased under the master lease agreement range from 3 years to 3.7 years.

     In October 1999 Jazz Casino sold approximately 1,085 slot machines for $6.0
million to Harrah's Operating Company. These slot machines are being leased back
under an operating lease from Harrah's Operating Company for a term of 3.7 years
pursuant to the terms of the master lease described above. The master lease is
being accounted for as an operating lease. The master lease agreement grants
Jazz Casino an option to purchase the underlying slot machines at prices
approximating fair value in 2001, 2002 and at lease termination.

                                       65
<PAGE>   68
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The aggregate contractual future minimum rental commitments, excluding
contingent rentals related to the amended and restated ground lease as of
December 31, 1999, are as follows:

<TABLE>
<CAPTION>
                                                         (IN THOUSANDS)
<S>                                                      <C>
2000...................................................     $ 21,895
2001...................................................       21,440
2002...................................................       21,073
2003...................................................       20,961
2004...................................................       17,016
Thereafter.............................................      392,280
                                                            --------
          Total Minimum Lease Payments.................     $494,665
                                                            ========
</TABLE>

     Scheduled rent increases are amortized on a straight-line basis primarily
over the life of the applicable lease. Lease expense for the year ended December
31, 1999 and the period from October 30, 1998 to December 31, 1998 is
approximately $6.3 million and $139,000, respectively.

NOTE 9. COMMITMENTS AND CONTINGENCIES

  Casino Operating Contract

     Pursuant to the original casino operating contract, which commenced on July
15, 1994, the Louisiana Economic Development and Gaming Corporation granted
Harrah's Jazz Company the right to conduct gaming operations at the Casino. On
October 30, 1998, all of Harrah's Jazz Company's right, title and interest in
and to the original casino operating contract revested in Harrah's Jazz Company,
and the original casino operating contract was modified by the amended casino
operating contract and assigned to Jazz Casino in accordance with applicable
Louisiana law and the agreement of the parties thereto. The term of the amended
casino operating contract is 20 years, commencing in July 1994, with one
automatic ten year renewal option.

     Under the original casino operating contract, Harrah's Jazz Company paid
the Louisiana Economic Development and Gaming Corporation an initial payment of
$125 million in installments as well as certain percentage payments based on the
gross gaming revenues from the operations of a temporary casino operated by
Harrah's Jazz Company. Under Jazz Casino's amended casino operating contract,
during each fiscal year of the Casino's operation, Jazz Casino is required to
pay to the State of Louisiana, by and through the Louisiana Gaming Control
Board, an amount equal to the greater of (i) $100 million or (ii) the sum of the
following percentages of gross gaming revenue from the Casino in a fiscal year
(the "Gross Gaming Revenue Share Payments"):

        18.5% of gross gaming revenue up to $600 million

        20.0% of gross gaming revenue in excess of $600 million up to $700
        million

        22.0% of the gross gaming revenue in excess of $700 million up to $800
        million

        24.0% of gross gaming revenue in excess of $800 million up to $900
        million

        25.0% of gross gaming revenue in excess of $900 million

     Under the amended casino operating contract, Jazz Casino was required to
advance the Louisiana Gaming Control Board up to $3.5 million to reimburse the
Louisiana Gaming Control Board for its actual personnel costs (to include
Louisiana Gaming Control Board, the Louisiana State Police and Louisiana
Attorney General personnel and contract staff appropriate to the suitability
process) that were incurred in connection with the suitability findings
necessary for the execution of the amended casino operating contract

                                       66
<PAGE>   69
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and the opening of the Casino. Harrah's Jazz Company paid $500,000 of this
amount prior to October 30, 1998, and Jazz Casino advanced $3 million of this
amount on October 30, 1998. On October 19, 1999, Jazz Casino was notified
through an amendment to the amended casino operating contract by the Louisiana
Gaming Control Board that the $3.5 million advance discussed above would not be
sufficient to pay the suitability costs and that an additional $1.7 million
would be required. The amendment provided for the $1.7 million to be deducted
from the $4.8 credit due from the Louisiana Gaming Control Board to Jazz Casino.
As of December 31, 1999, the remaining credit of $3.1 million is included as an
other asset in deferred charges and other. Jazz Casino is entitled to offset
this credit against daily payments to the Louisiana Gaming Control Board during
the second full 12-month period beginning April 1.

     The amended casino operating contract obligates Jazz Casino to maintain a
capital replacement fund. The capital replacement fund is the same as that
required pursuant to Jazz Casino's amended and restated ground lease with the
Rivergate Development Corporation and the City of New Orleans and its management
agreement with the Manager and is not meant to duplicate the capital replacement
fund obligations under those agreements (see Note 8).

     Under the amended casino operating contract, the Casino is prohibited from
engaging in certain activities related to food, lodging and retail, which also
applies to the Company's operations on the second floor of the Casino. The
amended casino operating contract also imposes certain financial stability
requirements on Jazz Casino relating to its ability to meet ongoing operating
expenses, casino bankroll requirements, projected debt payments and capital
maintenance requirements.

  General Development Agreement

     The general development agreement entered into with the Rivergate
Development Corporation sets forth the obligations of the parties and the
procedures to be followed relating to the design, development and construction
of the Casino and certain related facilities. Jazz Casino is obligated to
reimburse the Rivergate Development Corporation for certain costs incurred
during the construction of the Casino and certain of its parking facilities,
totaling approximately $280,000. During 1999, Jazz Casino reimbursed the
Rivergate Development Company for $186,000 of these costs.

  Amended Open Access Program and Plans

     The amended open access program and plans require Jazz Casino to form a
special purpose corporation to foster new and existing businesses owned and
controlled by minorities, women and disadvantaged people. Harrah's Jazz Company
was required to capitalize this corporation with $500,000. Jazz Casino will
underwrite its operations at a minimum of $250,000 per year for five years. The
first $250,000 payment was required to be paid on October 30, 1998 with
subsequent annual payments payable quarterly in equal installments of $62,500.
Jazz Casino paid its first quarterly installment on October 28, 1999. Jazz
Casino must also contribute an additional $500,000 per year for five years to
promote similar public support efforts, in accordance with standards to be
established by the Company. The first annual installment was due on October 28,
1999. The remaining installments are to be funded quarterly in equal
installments of $125,000. Jazz Casino is required to deposit these amounts into
a separate account and then fund contributions to qualified recipients based
upon certain criteria. As of December 31, 1999, Jazz Casino has deposited
$125,000 into a separate interest-bearing cash account.

                                       67
<PAGE>   70
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Audubon Institute Agreement

     On October 30, 1998, Jazz Casino assumed the obligations related to a
ticket purchase agreement with the Audubon Institute whereby Jazz Casino has
agreed to purchase tickets from the Audubon Institute for a minimum of $375,000
per year for the first six years of Casino operations. This amount is subject to
increase based on increasing gross gaming revenue levels achieved by Jazz
Casino. As of December 31, 1999, Jazz Casino has made the first required
installment under this agreement of $125,000.

  Construction Agreements

     Jazz Casino has commitments related to the construction of the Casino and
related parking facilities totaling approximately $9 million as of December 31,
1999.

  Other Contingencies

     The Company has various commitments to Harrah's Entertainment and its
affiliates (see Note 7).

     The enactment and implementation of gaming legislation in the State of
Louisiana and the development of the Casino, temporary casino and related
facilities have been subject to lawsuits, claims and delays brought about by
various parties. Additional lawsuits and the uncertain political environment may
result in further delays, all of which could have a material adverse effect on
the Company.

     The Company is involved in various inquiries and administrative proceedings
arising in the normal course of business. While any proceeding has an element of
uncertainty, the Company believes that the final outcome of these matters will
not have a material adverse effect upon the Company's consolidated financial
position or its results of operations.

NOTE 10. EMPLOYEE BENEFIT PLANS

     The Company has established the following employee and non-employee
programs.

     Jazz Casino Company 401(k) Plan. On November 27, 1998, the Company
established a defined contribution savings and retirement plan, which among
other things, allows pretax and after-tax contributions to be made by employees
to the plan. Under the plan, participating employees may elect to contribute up
to 16 percent of their eligible earnings, the first six percent of which is
fully matched by the Company. Under the terms of the plan, the Company may also
elect to make an additional discretionary contribution. Amounts contributed to
the plan are invested at the participant's direction in a money market fund, a
bond fund, a balanced fund, a large capitalization stock fund or a small
capitalization global stock fund. Participants become vested in the matching
contribution over five years of credited service. The Company's contribution
expense for the year ended December 31, 1999 and the period from October 30,
1998 to December 31, 1998 was approximately $46,000 and $4,400, respectively.

     1998 Long-Term Incentive Plan. On October 29, 1998, the board of directors
adopted the JCC Holding 1998 Long-Term Incentive Plan, which received
stockholder approval on May 13, 1999. Under the terms of the long-term incentive
plan, the following can be awarded to employees, officers, consultants and
directors: stock options, stock appreciation rights, performance units,
restricted stock, dividend equivalents, other stock-based awards or any other
right or interest relating to Class A Common Stock, and, on or after the
Transition Date (see Note 11), Unclassified Common Stock. JCC Holding has
reserved for issuance upon the grant or exercise of the above awards, 750,000
shares of the authorized but unissued shares of Class A Common Stock. During the
year ended December 31, 1999, JCC Holding granted options to purchase an
aggregate of 214,835 shares of Class A Common Stock and 24,664 shares of
restricted Class A Common Stock under the long-term incentive plan.

                                       68
<PAGE>   71
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     1999 Non-Employee Director Stock Option Plan. On March 4, 1999, the board
of directors adopted the 1999 Non-Employee Director Stock Option Plan, which
received stockholder approval on May 13, 1999. Under the terms of JCC Holding's
director stock option plan, options to purchase Class A Common Stock, and on or
after the Transition Date (see Note 11), Unclassified Common Stock, may be
awarded to certain non-employee directors of JCC Holding. JCC Holding has
reserved for issuance upon the exercise of stock options granted under JCC
Holding's director stock option plan an aggregate of 150,000 shares of the
authorized but unissued shares of Class A Common Stock and, after the Transition
Date (see Note 11), Unclassified Common Stock. During the year ended December
31, 1999, JCC Holding granted options to purchase an aggregate of 20,000 shares
of Class A Common Stock under JCC Holding's director stock option plan.

     Stock Option Awards. A stock option grant under JCC Holding's long-term
incentive plan typically vests in equal installments over a four year period and
allows the option holder to purchase stock over specified periods of time,
generally ten years from the date of grant, at a fixed price equal to the market
value at the date of grant. Options granted under JCC Holding's director stock
option plan are immediately exercisable.

     A summary of stock option activity under JCC Holding's long-term incentive
plan and director stock option plan is as follows:

<TABLE>
<CAPTION>
                                                                       NUMBER OF CLASS A
                                                                         COMMON SHARES
                                                  WEIGHTED AVG.    --------------------------
                                                  EXERCISE PRICE     OPTIONS      AVAILABLE
                                                   (PER SHARE)     OUTSTANDING   FOR GRANT(A)
                                                  --------------   -----------   ------------
<S>                                               <C>              <C>           <C>
Balance -- December 31, 1998....................         --               --        750,000
Additional shares authorized....................        N/A                         150,000
Granted.........................................      $4.13          234,835       (234,835)
Exercised.......................................         --               --             --
Forfeited.......................................      $4.88           (8,862)         8,862
                                                                     -------       --------
Balance -- December 31, 1999....................      $4.11          225,973        674,027
                                                                     =======       ========
</TABLE>

---------------

(a) The number of shares of Class A Common Stock available for grant does not
    include 24,664 shares of restricted stock issued during 1999.

     As of December 31, 1999, there were 225,973 outstanding stock options with
exercise prices ranging from $3.50 to $7.56 and weighted average remaining
contractual lives of 9.3 years. As of December 31, 1999, there were 132,400
exercisable stock options with a weighted average exercise price of $3.50. The
weighted average fair value per share of options granted during 1999 was $5.59.

     Had compensation cost for the stock options granted above been determined
under SFAS 123, based on the fair market value at the grant dates, the Company's
pro forma net loss and net loss per share for the year ended December 31, 1999
would have been $60 million and $5.97, respectively.

     The fair value of each option grant is estimated on the date of grant using
the Black Scholes option pricing model with the following weighted average
assumptions used for those options granted in 1999: expected volatility of
48.0%, risk-free interest rate of 6.30%, expected lives of 10 years and no
dividend yield rate.

     Restricted Stock Awards. Restricted stock awards have full voting and
dividend rights during the restricted period; however, the shares are restricted
as to transfer and subject to forfeiture during a specified period or periods
prior to vesting. The compensation arising from a grant of restricted stock
awards is based

                                       69
<PAGE>   72
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

upon the market price at the grant date. Such expense is deferred and amortized
to expense over the vesting period.

     The Company has issued awards of restricted Class A Common Stock to certain
employees and key executives pursuant to JCC Holding's long term incentive plan
as well as outside of the long term incentive plan in connection with the
employment of certain of its executive officers. All of these restricted stock
awards are administered and subject to the terms of JCC Holding's long term
incentive plan or the respective executives' employment agreements, and will
fully vest no later than January 1, 2004. However, the vesting of some or all of
these shares can be accelerated into the years 1999, 2000 and 2001 on the basis
of certain project completion goals or the termination of such executives under
certain circumstances. The expense arising from the time accelerated restricted
stock awards is being amortized to expense over the periods in which the
restrictions are most likely anticipated to lapse.

     During 1999, 94,664 restricted shares were granted, which reflected a
weighted-average grant-date fair value of $5.71. The amortization expense
recognized during 1999 was approximately $259,000. There were no restricted
stock awards granted in 1998 and accordingly no related amortization expense.

     Deferred Compensation Plans. On November 18, 1999, JCC Holding's board of
directors approved two deferred compensation plans established by the Company
under which certain executives and employees may defer a portion of their
compensation. Amounts deposited into these plans are unsecured liabilities of
the Company and earn interest at rates approved by the compensation committee of
the board of directors. The first plan year for each of these plans will
commence on January 1, 2000 and accordingly, there is no liability related to
deferred compensation as of December 31, 1999.

NOTE 11. STOCKHOLDERS' EQUITY

     Pursuant to the third amended plan of reorganization, the capital stock of
JCC Holding consists of shares of Class A Common Stock, Class B Common Stock,
and Unclassified Common Stock. With certain exceptions, including the election
of directors and the right to separate class voting with respect to certain
amendments to JCC Holding's Certificate of Incorporation and Bylaws, each share
of Class A, Class B and Unclassified Common Stock has identical rights and
privileges, and ranks equally, shares ratably and is identical in every respect
and as to all matters, including rights in liquidation, and is entitled to vote
upon all matters submitted to a vote of the common stockholders, is entitled to
one vote for each share held, and, except as otherwise required by law, the
holders of shares of Class A, Class B and Unclassified Common Stock generally
vote together as one class on all matters submitted to a vote of stockholders.
However, prior to the Transition Date, (1) the maximum number of authorized
directors on JCC Holding's board of directors is six, three of which are to be
elected by the holders of the Class A Common Stock, designated as Class A
directors, and three of which are to be elected by the holders of the Class B
Common Stock, designated as Class B directors, (2) any amendment to JCC
Holding's Certificate of Incorporation and Bylaws which affects the right of
holders of the Class A Common Stock or the Class A directors or which affects
the rights of holders of the Class B Common Stock or the Class B directors must
be approved by the affirmative vote of the holders of a majority of the affected
class of Common Stock and (3) only certain entities may hold Class B Common
Stock. On the Transition Date, each share of Class A Common Stock and each share
of Class B Common Stock will automatically convert into one share of
Unclassified Common Stock. Accordingly, on and after the Transition Date,
directors will be elected by the affirmative vote of the holders of a plurality
of the shares of Unclassified Common Stock and the restrictions described in
clauses (2) and (3) of the preceding sentence will no longer be applicable.
"Transition Date" means the date upon which the earliest of the following events
occurs: (1) October 28, 2002, (2) the end of two consecutive 12-month periods in
each of which contingent payments under Jazz Casino's senior subordinated notes
with contingent payments and its senior subordinated contingent notes equals or
exceeds $15 million and (3) the end of a 30-day period during which the average

                                       70
<PAGE>   73
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

daily closing Minimum Market Value (as defined below) equals or exceeds $435
million. "Minimum Market Value" means, for any trading day, the sum of (a) the
closing price of Class A Common Stock multiplied by the number of shares of
Class A Common Stock that were issued to holders of the 14 1/4% first mortgage
notes due 2001 of Harrah's Jazz Company and its subsidiary, Harrah's Jazz
Finance Corp., on October 30, 1998 pursuant to the third amended plan of
reorganization and (b) the closing price for $1,000 of Jazz Casino's senior
subordinated notes with contingent payments and its senior subordinated
contingent notes divided by $1,000, and then multiplied by the aggregate
principal amount of the notes outstanding.

     Harrah's Entertainment Warrants. Pursuant to a warrant agreement between
JCC Holding and Harrah's Crescent City Investment Company dated October 30,
1998, Harrah's Crescent City Investment Company received warrants entitling it
to purchase additional shares of JCC Holding Unclassified Common Stock such
that, upon exercise of the warrant in its entirety, Harrah's Entertainment and
its subsidiaries, including Harrah's Crescent City Investment Company, will own
in the aggregate 50.0% of the then outstanding shares of Unclassified Common
Stock, subject to certain adjustments. The number of shares issuable upon
exercise of the warrant is four million. However, the number of shares issuable
under the warrant will be adjusted as necessary by JCC Holding's board of
directors in order to preserve the right of Harrah's Entertainment and its
subsidiaries to own in the aggregate 50.0% of the Unclassified Common Stock upon
full exercise of the warrant. The warrant is exercisable at any time after the
Transition Date until October 28, 2005, in whole or in part at a price of $15.00
per share of Unclassified Common Stock. Harrah's Entertainment and its
subsidiaries are not permitted to exercise the warrant with respect to that
number of shares that would cause Harrah's Entertainment and its subsidiaries to
own more than 50.0% of the Unclassified Common Stock until such time as such
exercise will not cause Harrah's Entertainment and its subsidiaries to own more
than 50.0% of the then outstanding shares of Unclassified Common Stock. If at
any time after the Transition Date the closing bid price of the Unclassified
Common Stock exceeds $20.00 per share for 60 consecutive trading days, JCC
Holding's board of directors may elect to give written notice to Harrah's
Entertainment of an election to redeem 75% of the warrants at $0.05 per warrant
unless Harrah's Entertainment exercises the warrants within forty-five days
after the date of such notice. If (1) an election to redeem warrants is made by
JCC Holding, and (2) Harrah's Entertainment exercises warrants with respect to
that number of shares which at the time of exercise would cause Harrah's
Entertainment and its subsidiaries to own in the aggregate 50.0% of the then
outstanding shares of Unclassified Common Stock, then none of the then existing
warrants which were called for redemption shall be redeemed.

NOTE 12. SUBSEQUENT EVENTS

     On February 14, 2000, Fulton Development entered into a contract to sell
the property located at 3 Canal Place for $6.5 million. Prior to the sale, it is
anticipated that Canal Development, the owner of the property, will transfer the
property to Fulton Development in exchange for a membership interest in Fulton
Development. As a condition to this sale, the buyer must begin construction on
this property of a 300-room hotel within two years of closing. If the buyer does
not meet this condition, Fulton Development has an option to repurchase the
property for $6.5 million plus interest on the purchase price equal to 7%.
Although the Company anticipates selling this property during the second quarter
of 2000, the sale is contingent upon obtaining certain third party approvals and
the buyer completing its due diligence. Because the sale of the 3 Canal Place
property would violate certain of the covenants in the Company's credit
agreement, among the required third party approvals, the Company must obtain
certain waivers and consents of the lenders under its credit agreement for Canal
Development to transfer the property to Fulton Development and for Fulton
Development to sell the property.

     Under the terms of its amended casino operating contract, Jazz Casino must
make minimum daily payments to the Louisiana Gaming Control Board of
approximately $274,000 towards the minimum $100 million annual obligation. Jazz
Casino did not make the minimum daily payment on February 28, 2000.
                                       71
<PAGE>   74
                      JCC HOLDING COMPANY AND SUBSIDIARIES
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On February 29, 2000, the Louisiana Gaming Control Board sent notice of
non-payment to Jazz Casino and a notice of drawing to Harrah's Entertainment and
Harrah's Operating Company as called for under the initial unconditional minimum
payment guaranty agreement by Harrah's Entertainment and Harrah's Operating
Company in favor of the State of Louisiana and the Louisiana Gaming Control
Board. On February 29, 2000, Harrah's Entertainment and Harrah's Operating
Company made the payment due on February 28, 2000 in the amount of $821,918
(representing three minimum daily payments due on February 28 in accordance with
the contract), and began making the daily payments thereafter. As of March 17,
2000 Harrah's Entertainment and Harrah's Operating Company had funded $5.8
million to the Louisiana Gaming Control Board on Jazz Casino's behalf. Because
Jazz Casino's drawing under the minimum payment guaranty could constitute a
default under the Company's credit agreement if Jazz Casino's reimbursement
obligation to Harrah's Entertainment and Harrah's Operating Company therewith
exceeds $5 million, the Company's lenders granted it a limited waiver of the
default subject to certain conditions. Advances by Harrah's Entertainment and
Harrah's Operating Company under the minimum payment guaranty constitute a
demand obligation by Jazz Casino and are first priority liens on the assets of
the Company. The waiver granted by the lenders allows funding under this
arrangement of up to $40 million.

NOTE 13. QUARTERLY FINANCIAL DATA (UNAUDITED)

     Prior to October 28, 1999, the Company did not have any gaming operations
and most of its activities related to completing the construction of the Casino
and hiring and training employees. Operating results of the Company and its
subsidiaries for the four quarters of 1999 were as follows:

<TABLE>
<CAPTION>
                                                FIRST    SECOND     THIRD      FOURTH
                                               QUARTER   QUARTER   QUARTER    QUARTER
                                               -------   -------   --------   --------
                                                           (IN THOUSANDS)
<S>                                            <C>       <C>       <C>        <C>
Revenues.....................................  $     6   $     4   $     93   $ 41,053
Loss from operations.........................  $(2,989)  $(6,697)  $(11,331)  $(33,228)
Net loss.....................................  $(2,824)  $(6,627)  $(11,270)  $(38,419)
Basic loss per share.........................  $ (0.28)  $ (0.66)  $  (1.12)  $  (3.82)
</TABLE>

                                       72
<PAGE>   75

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Harrah's Jazz Company:

     We have audited the accompanying consolidated statements of operations,
partners' capital and cash flows of Harrah's Jazz Company (a Louisiana general
partnership) and subsidiary ("HJC") for the ten-month period ended October 30,
1998 and for the year ended December 31, 1997. These financial statements are
the responsibility of HJC's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Harrah's
Jazz Company and subsidiary for the ten-month period ended October 30, 1998 and
for the year ended December 31, 1997, in conformity with accounting principles
generally accepted in the United States.

                                            /s/ ARTHUR ANDERSEN LLP

New Orleans, Louisiana
March 25, 1999

                                       73
<PAGE>   76

                      HARRAH'S JAZZ COMPANY AND SUBSIDIARY
                      (PREDECESSOR TO JCC HOLDING COMPANY)
                             (DEBTOR-IN-POSSESSION)

                     CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE TEN-MONTH PERIOD ENDED OCTOBER 30, 1998 AND FOR THE YEAR ENDED DECEMBER
                                    31, 1997
                                 (IN THOUSANDS)
                                (NOTES 1 AND 2)

<TABLE>
<CAPTION>
                                                               TEN-MONTH
                                                              PERIOD ENDED    YEAR ENDED
                                                              OCTOBER 30,    DECEMBER 31,
                                                                  1998           1997
                                                              ------------   ------------
<S>                                                           <C>            <C>
REVENUES:
  Other.....................................................    $     87       $  1,679
OPERATING EXPENSES:
  General and administrative................................      14,965         14,703
  Depreciation..............................................         522            610
                                                                --------       --------
          Total operating expenses..........................      15,487         15,313
                                                                --------       --------
          Loss from operations..............................     (15,400)       (13,634)
                                                                --------       --------
REORGANIZATION ITEMS:
  Costs and expenses (Note 2)...............................      (7,643)        (6,569)
  Adjust assets to reorganization value (Note 1)............     (74,799)            --
  Recovery of accounts receivable...........................           3            683
  Interest income...........................................         126            251
                                                                --------       --------
          Total reorganization items........................     (82,313)        (5,635)
                                                                --------       --------
OTHER INCOME (EXPENSE):
  Interest expense, net of capitalized interest (Notes 2 and
     4).....................................................          --         (1,975)
                                                                --------       --------
NET INCOME/(LOSS) BEFORE EXTRAORDINARY ITEM.................     (97,713)       (21,244)
EXTRAORDINARY ITEM -- gain on discharge of debt (Note 1)....     267,706             --
                                                                --------       --------
          NET INCOME/(LOSS).................................    $169,993       $(21,244)
                                                                ========       ========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       74
<PAGE>   77

                      HARRAH'S JAZZ COMPANY AND SUBSIDIARY
                      (PREDECESSOR TO JCC HOLDING COMPANY)
                             (DEBTOR-IN-POSSESSION)

             CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
FOR THE TEN-MONTH PERIOD ENDED OCTOBER 30, 1998 AND FOR THE YEAR ENDED DECEMBER
                                    31, 1997
                                 (IN THOUSANDS)
                                (NOTES 1 AND 2)

<TABLE>
<CAPTION>
                                                                                          EQUITY AS A
                                                       PARTNERS' CAPITAL   ACCUMULATED     RESULT OF
                                                         CONTRIBUTIONS       DEFICIT     REORGANIZATION
                                                       -----------------   -----------   --------------
<S>                                                    <C>                 <C>           <C>
Balance -- December 31, 1996.........................        167,000         (357,963)            --
  Net loss...........................................             --          (21,244)            --
                                                           ---------        ---------       --------
Balance -- December 31, 1997.........................        167,000         (379,207)            --
  Net Income.........................................             --          169,993             --
  Discharge of debt exchanged in part for equity.....             --               --        135,301
  Reclassification of partners' capital contributions
     and accumulated deficit as of effective date....       (167,000)         209,214        (42,214)
                                                           ---------        ---------       --------
Balance -- October 30, 1998..........................      $      --        $      --       $ 93,087
                                                           =========        =========       ========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       75
<PAGE>   78

                      HARRAH'S JAZZ COMPANY AND SUBSIDIARY
                      (PREDECESSOR TO JCC HOLDING COMPANY)
                             (DEBTOR-IN-POSSESSION)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TEN-MONTH PERIOD ENDED OCTOBER 30, 1998 AND FOR THE YEAR ENDED DECEMBER
                                    31, 1997
                                 (IN THOUSANDS)
                                (NOTES 1 AND 2)

<TABLE>
<CAPTION>
                                                               TEN-MONTH
                                                              PERIOD ENDED    YEAR ENDED
                                                              OCTOBER 30,    DECEMBER 31,
                                                                  1998           1997
                                                              ------------   ------------
<S>                                                           <C>            <C>
Cash flows from operating activities:
  Net income (loss).........................................   $ 169,993       $(21,244)
  Adjustments to reconcile net income (loss) to net cash
     used in operations
     Adjust assets to reorganization value..................      74,799             --
     Gain on discharge of debt..............................    (267,706)            --
     Depreciation...........................................         522            610
     (Increase) decrease in other current assets............          --            208
     Increase (Decrease) in accounts payable and accrued
      expenses..............................................      10,162          1,159
     Increase (decrease) in accounts payable and accrued
      expenses prior to Petition Date.......................          --            (15)
     Other..................................................          --            (10)
                                                               ---------       --------
          Cash flows used in operating activities...........     (12,230)       (19,292)
                                                               ---------       --------
Cash flows from investing activities:
  Purchase of land, buildings and equipment.................      (4,956)        (2,125)
  Proceeds from sale of property............................          --             10
                                                               ---------       --------
          Cash flows used in investing activities...........      (4,956)        (2,115)
                                                               ---------       --------
Cash flows from financing activities:
  Proceeds received from Debtor-in-Possession borrowings....      27,770         15,048
                                                               ---------       --------
          Cash flows provided by financing activities.......      27,770         15,048
                                                               ---------       --------
Net increase (decrease) in cash and cash Equivalents........      10,584         (6,359)
Cash and cash equivalents, beginning of period..............       3,755         10,114
                                                               ---------       --------
Cash and cash equivalents, end of period....................   $  14,339       $  3,755
                                                               =========       ========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       76
<PAGE>   79

                      HARRAH'S JAZZ COMPANY AND SUBSIDIARY
                      (PREDECESSOR TO JCC HOLDING COMPANY
                             (DEBTOR-IN-POSSESSION)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, BANKRUPTCY, BASIS OF PRESENTATION AND FACTORS AFFECTING
        FUTURE PERFORMANCE

  Organization

     Harrah's Jazz Company ("HJC") is a Louisiana general partnership that was
formed on November 29, 1993 for the purposes of developing, owning and operating
the exclusive land-based casino entertainment facility (the "Casino") in New
Orleans, Louisiana, on the site of the former Rivergate Convention Center. HJC
operated a temporary casino in the Municipal Auditorium (the "Basin Street
Casino" and, together with the Casino, the "Gaming Facilities") from May 1, 1995
to November 22, 1995.

     HJC was comprised of (i) Harrah's New Orleans Investment Company ("HNOIC"),
an indirect wholly-owned subsidiary of Harrah's Entertainment, Inc. ("HET"),
(ii) New Orleans/Louisiana Development Corporation ("NOLDC"), and (iii) Grand
Palais Casino, Inc. ("Grand Palais" and, collectively with HNOIC and NOLDC, the
"Partners").

     HJC entered into a contract (the "Casino Operating Contract") with the
Louisiana Economic Development and Gaming Corporation ("LEDGC") to develop and
operate the casino at the Rivergate site and entered into the Ground Lease with
the City of New Orleans (the "City") and the Rivergate Development Corporation
(the "RDC") for the Rivergate site. HJC, the RDC and the City also entered into
the General Development Agreement which governed the design, development and
construction of the casino and certain related facilities and an open access
program and open access plans adopted thereunder regarding hiring goals and
programs (collectively, the "Open Access Program and Plans"). HJC engaged
Harrah's New Orleans Management Company ("the Manager"), an indirect
wholly-owned subsidiary of HET, to manage the operations of the casino.

  Petition For Relief Under Chapter 11

     On November 22, 1995 (the "Petition Date"), HJC (which is sometimes
referred to herein as the "Debtor") and its subsidiary Harrah's Jazz Finance
Corp. ("Finance Corp.") (sometimes referred to collectively herein as the
"Debtors") filed petitions for relief under Chapter 11 of Title 11 of the United
States Code ("Chapter 11") in the United States Bankruptcy Court for the Eastern
District of Louisiana (the "Bankruptcy Court" or the "Court").

     Under Chapter 11, the prosecution of certain claims against the Debtor in
existence prior to the Petition Date is stayed under federal bankruptcy law
while the Debtor attempts to reorganize. The prosecution of claims secured by
the Debtors' assets also is stayed, although the holders of such claims have the
right to move the Court for relief from the stay. Secured claims were
collateralized primarily by substantially all of the Debtors' assets.

     HJC, Finance Corp., HNOIC and HET (collectively, the "Proponents") filed a
plan of reorganization and related disclosure statement with the Bankruptcy
Court on April 3, 1996. As a result of, among other things, ongoing negotiations
with the City, the State of Louisiana and other parties, the Proponents amended
the plan of reorganization several times during the reorganization process.

     Following a hearing on the adequacy of the disclosure statement held on
September 3, 1998, the disclosure statement was approved, and the Plan of
Reorganization was confirmed by Bankruptcy Court on October 13, 1998. The Plan
of Reorganization and the transactions contemplated thereby were consummated on
October 30, 1998.

     JCC Holding Company ("JCC Holding") was incorporated under Delaware law on
August 20, 1996 in contemplation of succeeding to all of the assets and
liabilities of HJC. JCC Holding conducts its business through its wholly-owned
subsidiaries, Jazz Casino Company, L.L.C., a Louisiana limited liability company

                                       77
<PAGE>   80
                      HARRAH'S JAZZ COMPANY AND SUBSIDIARY
                      (PREDECESSOR TO JCC HOLDING COMPANY
                             (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

("JCC"), JCC Development Company, a Louisiana limited liability company ("JCC
Development"), JCC Canal Development, L.L.C., a Louisiana limited liability
company formerly known as CP Development, L.L.C. ("Canal Development"), and JCC
Fulton Development, L.L.C., a Louisiana limited liability company, formerly
known as FP Development, L.L.C. ("Fulton Development").

     On October 30, 1998 (the "Effective Date") in accordance with the Third
Amended Joint Plan of Reorganization (the "Plan"), JCC Holding became the
successor to the operations of HJC. Except for certain real property which
vested in Canal Development and Fulton Development, all of the assets of HJC
vested in JCC. On the Effective Date in connection with the reorganization, JCC
Holding issued an aggregate of 10 million shares of Common Stock consisting of
both Class A and Class B stock. The former bondholders of HJC received an
aggregate of 5,197,377 shares of Class A Common Stock, valued at $75.3 million,
which constituted approximately 52% of the issued and outstanding Common Stock.
In addition, the former bondholders also received their pro rata share of $187.5
million in aggregate principal amount of New Notes and New Contingent Notes.
HET, through a wholly-owned subsidiary, acquired beneficial ownership of the
Class B Common Stock and currently is the beneficial owner of 4,302,623 shares,
which constitutes approximately 43% of the issued and outstanding common stock.
These shares were acquired in consideration of, among other things, an equity
investment of $15 million and the conversion to equity and contribution to JCC
Holding on the Effective Date of $60 million in debtor-in-possession financing
that had been provided to HJC by HET or its affiliates over the course of the
reorganization. HET originally acquired 4,802,623 shares of Class B Common
Stock. However, under certain settlement agreements entered into in connection
with the Plan of Reorganization, HET transferred from its acquired shares of
Class B Common Stock (i) options to purchase 300,000 shares to the shareholders
of NOLDC, (ii) options to purchase 150,000 shares to Bank One, Louisiana, N.A.,
formerly known as First National Bank of Commerce ("Bank One") and (iii) its
right to receive 350,000 shares to the senior secured bond holders of Grand
Palais. Because the senior secured bond holders of Grand Palais are not
permitted to own Class B Common Stock, the shares received by the senior secured
bondholders were automatically converted to Class A Common Stock.

     Throughout most of the period in which HJC was in reorganization, it was
able to continue in existence because of loans (the "DIP Financing") from HET or
one of its affiliates (the "DIP Lender"). (See Note 4).

     As a result of the transactions described above, HJC's 14 1/4% First
Mortgage Notes due 2001 With Contingent Interest (the "Old Bonds") were
cancelled and certain other indebtedness was forgiven and/or cancelled (see Note
4). Accordingly, HJC recognized an extraordinary gain totaling $267.7 million in
its statement of operations for the ten month period ended October 30, 1998.

                                       78
<PAGE>   81
                      HARRAH'S JAZZ COMPANY AND SUBSIDIARY
                      (PREDECESSOR TO JCC HOLDING COMPANY
                             (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Fresh Start Reporting

     In accordance with the AICPA Statement of Position No. 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7")
HJC established its reorganization value and adopted "fresh start" accounting as
of October 30, 1998. HJC adopted "fresh start" reporting because owners
immediately before filing and confirmation of the Plan received less than 50% of
the voting shares of the emerging entity and its reorganization value is less
than the postpetition liabilities and allowed claims, as shown below:

<TABLE>
<CAPTION>
                                                          (IN THOUSANDS)
<S>                                                       <C>
Post Petition Date current liabilities..................     $ 83,777
Liabilities deferred pursuant to Chapter 11
  proceedings...........................................      523,468
                                                             --------
          Total post Petition Date liabilities and
            allowed claims..............................      607,245
Reorganization value....................................      331,000
                                                             --------
          Excess of liabilities over reorganization
            value.......................................     $276,245
                                                             ========
</TABLE>

     Pursuant to SOP 90-7, the total reorganization value of the reorganized
entity's assets was determined using several factors and by reliance on various
valuation methods, including discounting cash flow, as well as by analyzing
market cash flow multiples applied to JCC's forecasted cash flows. The factors
considered by JCC included: (i) forecasted cash flow results which gave effect
to the estimated impact of the restructuring; (ii) the discounted residual value
at the end of the forecast period; (iii) competition and general economic
considerations; and (iv) future potential profitability. Under the principles of
"fresh start" accounting HJC's total net assets were recorded at this assumed
reorganization value, which resulted in a write-down of assets totaling $74.8
million.

  Factors Affecting Future Performance

     HJC has identified certain factors that may impact the development of the
Casino or HJC's successor's ability to achieve successful future operations:

          a. Future state legislation could adversely affect the Casino's
     operations. There can be no assurance that the Louisiana state legislature
     will not enact legislation that imposes obligations, restrictions or costs
     that could interfere with JCC's casino operations, cause JCC to violate
     agreements to which it is a party or otherwise materially and adversely
     affect the Casino. Because legalized gaming is a relatively new industry in
     Louisiana, over the past few years the Louisiana state legislature has
     given a significant amount of attention to gaming related bills that could
     impact the Casino.

          b. The interpretation of current regulations and the Gaming Act could
     adversely affect JCC's operations. In May 1996, the State Legislature
     enacted a bill that, among other things, transferred regulatory authority
     over the Casino from the LEDGC to the Louisiana Gaming Control Board (the
     "LGCB") and provided that the LGCB would have the assistance of the State
     Police. Although the existing Rules and Regulations promulgated by the
     LEDGC remain in force and effect at this time, the LGCB is empowered to
     repeal these Rules and Regulations and to promulgate its own Rules and
     Regulations. This law also authorizes the State Police to, among other
     things, conduct investigations and audits of gaming license applicants and
     to assist the LGCB in determining compliance with gaming laws and
     regulations. JCC and the Manager have little operational or other
     experience with the LGCB or the State Police and the regulatory framework
     established by the State legislature in 1996. JCC has been advised that the
     LGCB intends to promulgate a number of its own Rules and Regulations. The
     LGCB's or the State Police's interpretation and implementation of the
     Gaming Act, the adoption of new Rules

                                       79
<PAGE>   82
                      HARRAH'S JAZZ COMPANY AND SUBSIDIARY
                      (PREDECESSOR TO JCC HOLDING COMPANY
                             (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     and Regulations, or the repeal of existing Rules and Regulations could
     impose additional obligations, restrictions or costs that could interfere
     with JCC's casino operations, cause JCC to violate agreements to which it
     is a party or otherwise materially and adversely affect the Casino.

          c. The gaming industry is highly competitive, with companies that in
     many instances have greater resources than JCC. In addition, considerable
     competition has developed since the land-based Casino project was initially
     proposed in the early 1990's. The attraction of a land-based casino in New
     Orleans may have decreased as a result of the large number of casinos
     competing on local, regional, and national levels as well as the continued
     development of other gaming markets. Negative publicity associated with
     HJC's bankruptcy also may have an adverse impact on the Casino's ability to
     compete. Further, the Casino operates under significant restrictions on its
     ability to provide lodging, food services and entertainment. The Casino's
     competitors' ability to provide these services without restriction is a
     considerable competitive advantage.

          d. Additional land-based casino operations could materially and
     adversely affect the Casino's operations by increasing the amount of
     competition it faces. The Gaming Act presently restricts land-based casino
     gaming to the Rivergate site; however, there can be no assurance that the
     State will not enact future legislation that would permit competing
     land-based casinos at other sites or in parishes other than Orleans Parish,
     including other parishes in the New Orleans metropolitan area.

          e. JCC incurred significant debt in connection with the transactions
     described above, and, as a result, has significant debt service
     obligations. JCC also has payment obligations to the RDC and the LGCB. The
     Casino may not achieve the level of gaming and operating cash flow
     necessary to satisfy the JCC obligations described above. Future operating
     results are subject to significant business, economic, regulatory,
     political, and competitive uncertainties and contingencies, many of which
     are outside of the Casino's control.

          f. Louisiana state and local political environments affected the
     Casino's development and construction and may affect the Casino's
     operation. There is considerable opposition to gaming among a segment of
     the population in Louisiana. The enactment and implementation of gaming
     legislation in Louisiana and the Casino's development have been the subject
     of lawsuits, claims and delays brought about by various anti-gaming and
     preservationist groups and competitors of the Casino. Although these
     lawsuits and claims have all been settled or dismissed, these lawsuits and
     claims, together with contract negotiations with State and City
     governmental entities, significantly delayed the Casino's development.
     Additional lawsuits and the uncertain political environment could
     materially and adversely affect the Casino.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Pervasiveness of Estimates -- Certain Significant Estimates

     Financial statements prepared in accordance with generally accepted
accounting principles require the use of management estimates. The most
significant estimates with regard to these financial statements are with respect
to the reorganization value (see Note 1) of HJC's successor and the future
recoverability, assuming a going concern, of buildings and equipment, property
held for development, deferred operating contract costs, and lease prepayments,
as discussed below. Realization of buildings and equipment, deferred operating
contract costs and lease prepayments is dependent upon JCC's ability to achieve
successful future operations, as discussed in Note 1 above. The amount of
buildings and equipment, deferred operating contract costs and lease prepayments
considered realizable could be significantly reduced, if in HJC's or its
successor's

                                       80
<PAGE>   83
                      HARRAH'S JAZZ COMPANY AND SUBSIDIARY
                      (PREDECESSOR TO JCC HOLDING COMPANY
                             (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

judgment or a change in circumstances, the likelihood of achieving successful
future operations becomes remote.

  Cash and Cash Equivalents

     For purposes of the consolidated statements of cash flows, cash and cash
equivalents include highly liquid investments with original maturities of three
months or less. All cash is collateral for the Old Bonds pursuant to the
Indenture (see Note 4); however, the Court authorized HJC to use such funds to
pay approved post Petition Date costs.

  Land, Buildings and Equipment

     Land, buildings and equipment are stated at cost, except for adjustments
related to fresh start reporting (see Note 1). Improvements and extraordinary
repairs that extend the life of the asset are capitalized. Maintenance and
repairs are expensed as incurred.

     Depreciation is calculated using the straight-line method over the
estimated useful lives of the assets or related lease terms, whichever is
shorter, as follows:

<TABLE>
<S>                                                        <C>
Buildings and improvements..............................     30 years
Furniture, fixtures and equipment.......................   3-15 years
</TABLE>

See discussion below under Reorganization Costs and Impairment of Asset Carrying
Values.

     HJC has property held for future development which has been valued at the
lower of cost or estimated fair value, net of a valuation allowance of $5.1
million provided in 1995. The amount ultimately realizable from the property
could differ materially from the estimated fair value.

  Other Assets

     DEFERRED OPERATING CONTRACT COST

     Deferred operating contract cost consists of payments to the LEDGC (see
Note 6) required by the Casino Operating Contract, and will be amortized over
the life of the contract.

     LEASE PREPAYMENTS

     Lease prepayments include non-refundable initial payments required under
HJC's leases (see Note 5) and will be amortized on a straight-line basis over
the life of the related lease.

  Reorganization Costs and Impairment of Asset Carrying Values

     Reorganization costs are segregated from normal operations in the
accompanying consolidated statements of operations and reflect the costs
incurred associated with the reorganization of HJC.

     Reorganization costs and expenses consisted primarily of professional fees
for the ten months ended October 30, 1998 and for the year ended December 31,
1997.

     HJC periodically evaluates whether events and circumstances have occurred
that indicate that certain assets may not be recoverable. When factors indicate
that long-lived assets should be evaluated for impairment, HJC uses an estimate
of undiscounted net cash flow over the remaining life of the related lease or
contract, as applicable, in determining whether the assets are recoverable.

                                       81
<PAGE>   84
                      HARRAH'S JAZZ COMPANY AND SUBSIDIARY
                      (PREDECESSOR TO JCC HOLDING COMPANY
                             (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Income Taxes

     No provision is made in the accounts of HJC for federal and state income
taxes, as such taxes are the responsibility of the individual partners. HJC's
tax returns and amounts of its allocable revenues and expenses are subject to
examination by federal and state taxing authorities. If such examinations occur
and result in changes, the portion of HJC's income or loss reported by the
individual partners would also change.

NOTE 3. TRANSACTIONS WITH PARTNERS

  Partners' Capital

     The Partnership Agreement entered into by the Partners upon formation of
HJC provides that certain assets acquired, net of related debt, and expenses
incurred by the Partners on behalf of HJC would be contributed capital. The
principle followed in determining the net value of such assets and expenses was
on the Partners' original cost, except for the ground lease for the Casino site
which was acquired at a price negotiated among the Partners. The Partners
believe that such price represented the fair market value of the ground lease.

     The agreements discussed in the remainder of this Note are executory
contracts (see discussion in Note 1). Under the Plan, certain of these
agreements were amended and assumed, or rejected.

  Management Agreement

     The operations of the Casino were to be managed by Harrah's New Orleans
Management Company, an affiliate of HNOIC, pursuant to a management agreement
executed on March 15, 1994.

     On October 29, 1998, JCC and the Manager entered into a second amended and
restated management agreement granting the Manager the sole and exclusive right
to manage and operate the Casino and the management agreement with HJC was
terminated.

  Debtor-in-Possession Financing

     See Note 4.

  Other Transactions

     During 1995, HJC sold computer equipment to HET for $495,000, which
approximated the equipment's carrying value on the date of sale. In connection
with the Plan, a receivable from HET related to the sale was forgiven and is
included in reorganization costs in the accompanying statement of operations for
the ten-month period ended October 30, 1998.

NOTE 4. DEBT

     On November 16, 1994, HJC issued $435 million of the Old Bonds bearing
interest at a rate of 14.25% per annum, plus contingent interest equal to 7.25%
of HJC's consolidated earnings before interest, taxes, depreciation and
amortization, due 2001, which were secured by substantially all assets of HJC.

     In connection with the Plan, the Old Bonds were cancelled (see Note 1).

     In accordance with the provisions of the United States Bankruptcy Code,
payment on HJC's pre-petition debt was suspended and reclassified as
"Liabilities Subject to Compromise." HJC believed that all of its secured
creditors were undersecured; therefore, HJC stopped accruing interest on
unsecured and undersecured debt as of November 22, 1995. For the ten-month
period ended October 30, 1998 and the year ended

                                       82
<PAGE>   85
                      HARRAH'S JAZZ COMPANY AND SUBSIDIARY
                      (PREDECESSOR TO JCC HOLDING COMPANY
                             (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

December 31 1997, contractual interest on those obligations amounted to $51.7
million and $62.0 million, respectively, which is $51.7 million and $62.0
million, respectively, in excess of reported interest expense in those periods.

     As discussed in Note 1, HJC obtained DIP Financing. Interest on all
existing loans comprising the DIP Financing ("DIP Loans") accrued at the rate of
8% per annum, payable upon maturity.

     In connection with the Plan, the principal balance outstanding under the
DIP Loans at the Effective Date were converted to equity in JCC Holding (see
Note 1) and the accrued interest on the DIP Loans was forgiven and is reflected
as an extraordinary gain in the accompanying statement of operations.

NOTE 5. LEASES

     HJC leased both real estate and equipment for use in its business through
operating leases. In addition to minimum rentals, certain leases provide for
contingent rents based on percentages of revenue and certain payments to
Partners out of cash flow, as defined. Rent payments with escalation provisions
are amortized so as to achieve level rent expense, except for the impact of
contingent rentals, over the life of the lease. Real estate operating leases
range from 21 months to 30 years with options for extensions up to an additional
30 years.

     Under the Plan, all real estate and equipment leases or contracts with HJC
were either rejected or assumed by JCC.

  The Casino Site

     On March 15, 1994, HJC entered into a lease with the RDC and the City for
the Rivergate site on which the Casino was being constructed, all pursuant to an
assignment, dated as of March 15, 1994, from Grand Palais.

     On October 29, 1998 and effective as of the Effective Date, JCC entered
into the Amended Ground Lease for the Rivergate site with the RDC and the City,
as intervenor. Beginning on the Effective Date, the Amended Ground Lease has a
term of 30 years with three consecutive ten-year renewal options. The Amended
Ground Lease entitles JCC to possess the Rivergate site and obligates JCC to
construct, build and operate the Casino, the support facilities, and the other
improvements in accordance with the terms of the Amended Ground Lease and the
Amended GDA.

NOTE 6. COMMITMENTS AND CONTINGENCIES

     See "The Company -- Reorganization" for a complete discussion of certain of
the agreements discussed in the balance of this note as a result of the
consummation of the Plan.

  Operating Contract

     HJC entered into the Casino Operating Contract with the LEDGC to operate
the Gaming Facilities for 20 years, with a 10-year extension option. Under the
Casino Operating Contract, HJC paid the LEDGC an initial payment of $125 million
(the "Initial Payment") in installments as well as 25% of the gross gaming
revenues from the Basin Street Casino during the period that it operated.

     Under the Plan, on the Effective Date, all of HJC's right, title and
interest in and to the Casino Operating Contract revested in HJC, and the Casino
Operating Contract was modified by the Amended and Renegotiated Casino Operating
Contract and assigned to JCC in accordance with applicable State law and the
agreement of the parties thereto.
                                       83
<PAGE>   86
                      HARRAH'S JAZZ COMPANY AND SUBSIDIARY
                      (PREDECESSOR TO JCC HOLDING COMPANY
                             (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Under the Amended and Renegotiated Casino Operating Contract, each fiscal
year of the Casino's operation, JCC is required to pay to the State, by and
through the LGCB, an amount equal to the greater of (i) $100 million or (ii) the
sum of the following percentages of gross gaming revenue from the Casino in a
fiscal year: (A) 18.5% of gross gaming revenue up to and including $600 million;
plus (B) 20% of gross gaming revenue in excess of $600 million up to and
including $700 million; plus (C) 22% of the gross gaming revenue in excess of
$700 million up to and including $800 million; plus (D) 24% of gross gaming
revenue in excess of $800 million up to and including $900; plus 25% of gross
gaming revenue in excess of $900 million (the "Gross Gaming Revenue Share
Payments").

  General Development Agreement

     On October 29, 1998, JCC entered into the amended General Development
Agreement (the "Amended GDA") with the RDC and the City, as intervenor. The
Amended GDA sets forth the obligations of the parties and the procedures to be
followed relating to the design, development and construction of the Casino and
certain related facilities (the "Casino Development"). The Amended GDA imposes
responsibility on JCC for the location, identification and condition of all
utilities serving the Casino Development and obligates JCC to provide certain
traffic signalization and intersection improvements as a part of the cost of the
project.

  Open Access Program and Plans

     The Open Access Program and Plans requires HJC to form a special purpose
corporation to interface with new and existing businesses owned and controlled
by minorities, women and disadvantaged persons. HJC is required to capitalize
this corporation with $500,000 and underwrite its operations at a minimum of
$250,000 per year for five years. HJC must also contribute an additional
$500,000 per year for five years to similar public efforts, in accordance with
standards to be established by the Company. As of the Petition Date, HJC had
paid $883,000 towards this obligation. Under the terms of the Plan, the Open
Access Program and Plans were amended and JCC assumed the obligations of HJC
under the Open Access Program and Plans, as so amended.

  Status of Litigation Existing Prior to the Effective Date

     Settlement agreements were executed and took effect on the Effective Date
which resolved substantially all of the litigation outstanding with respect to
HJC. All costs associated with these settlement agreements were recorded by HJC
prior to the Effective Date.

  Other Contingencies

     JCC, as successor to HJC, will be subject to legal proceedings and claims
which arise in the normal course of business. While the outcome of these matters
cannot be predicted with certainty, management does not believe the outcome of
any of these legal matters will materially and adversely affect HJC or its
successor's business, financial condition or results of operations.

     The enactment and implementation of gaming legislation in Louisiana and the
development of the Gaming Facilities have been the subject of lawsuits, claims
and delays brought about by various parties. Additional lawsuits and the
uncertain political environment may result in further delays, all of which could
have a material adverse effect on HJC or JCC as its successor and operator of
the Casino.

                                       84
<PAGE>   87

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Information relating to the directors of the Company will be set forth
under the captions "Proposal 1 -- Election of Directors -- Nominees" and
"-- Information Regarding Nominees and Continuing Directors" in the Company's
Proxy Statement for its 2000 Annual Meeting of Stockholders to be held on May
16, 2000 (the "2000 Proxy Statement"). Such information is incorporated herein
by reference. Information relating to the executive officers of the Company is
set forth in Part I, Item 4(A) of this report under the caption "Executive
Officers of the Registrant." Information regarding compliance with Section 16(a)
of the Securities Exchange Act of 1934 by directors and executive officers of
the Company and beneficial owners of more than 10% of the Company's Common Stock
will be set forth under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" in the 2000 Proxy Statement. Such information is
incorporated herein by reference. The 2000 Proxy Statement will be filed with
the Securities and Exchange Commission within 120 days after December 31, 1999.

ITEM 11. EXECUTIVE COMPENSATION.

     Information relating to executive compensation will be set forth under the
captions "Proposal 1 -- Election of Directors -- Director Compensation,"
"Executive Compensation" and "Certain Relationships and Related Transactions" in
the 2000 Proxy Statement. Such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     Information regarding ownership of the Company's class A and class B common
stock by certain persons will be set forth under the caption "Stock Ownership"
in the 2000 Proxy Statement. Such information is incorporated herein by
reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Information required by this item regarding certain relationships and
transactions of the Company will be set forth under the caption "Certain
Relationships and Related Transactions" in the 2000 Proxy Statement. Such
information is incorporated herein by reference.

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

     (a) 1. Consolidated Financial Statements

     The following consolidated financial statements of JCC Holding Company and
Subsidiaries and of Harrah's Jazz Company and Subsidiary are set forth in Item 8
hereof:

     Financial Statements of JCC Holding Company and Subsidiaries
        Report of Independent Public Accountants
        Consolidated Balance Sheets as of December 31, 1999 and 1998
        Consolidated Statements of Operations for the Year Ended December 31,
        1999
          and for the Period from October 30, 1998 to December 31, 1998
        Consolidated Statements of Stockholders' Equity for the Year Ended
        December 31, 1999 and for
          the Period from October 30, 1998 to December 31, 1998
        Consolidated Statements of Cash Flows for the Year Ended December 31,
        1999

                                       85
<PAGE>   88

          and for the Period from October 30, 1998 to December 31, 1998
        Notes to Consolidated Financial Statements

     Financial Statements of Harrah's Jazz Company and Subsidiary
        Report of Independent Public Accountants
        Consolidated Statements of Operations for the Year Ended December 31,
        1997 and for the Ten
          Month Period Ended October 30, 1998
        Consolidated Statements of Partners' Capital (Deficit) for the Year
        Ended December 31, 1997 and
          for the Ten Month Period Ended October 30, 1998
        Consolidated Statements of Cash Flows for the Year Ended December 31,
        1997 and for the Ten
          Month Period Ended October 30, 1998
        Notes to Consolidated Financial Statements

     2. Financial Statement Schedules

     Except as set forth below, all schedules to the consolidated financial
statements are omitted as they are not required under the related instructions
or are inapplicable, or because the required information is included in the
consolidated financial statements or related notes thereto.

     Schedule I -- Condensed Financial Information of Registrant
        Condensed Balance Sheets as of December 31, 1999 and 1998
        Condensed Statements of Operations for the Year Ended December 31, 1999
        and for the Period
          from October 30, 1998 to December 31, 1998
        Statements of Stockholders' Equity for the Year Ended December 31, 1999
        and for the Period
          from October 30, 1998 to December 31, 1998
        Condensed Statements of Cash Flows for the Year Ended December 31, 1999
        and for the Period
          from October 30, 1998 to December 31, 1998

     3. Exhibits

     The following exhibits either (i) are filed herewith or (ii) have
previously been filed with the Securities and Exchange Commission and are
incorporated herein by reference to such prior filings. Previously filed
registration statements and reports which are incorporated herein by reference
are identified in the column captioned "SEC Document Reference." The Company
will furnish any exhibit upon request to L. Camille Fowler, Vice
President -- Finance, Treasurer and Secretary of the Company, One Canal Place,
365 Canal Street, Suite 900, New Orleans, Louisiana 70130. There is a charge of
$.50 per page to cover expenses of copying and mailing.

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
  2.01    Third Amended Joint Plan of                 022-22289
          Reorganization under Chapter 11 of the      Exhibit T3E.27 to Post-Effective
          Bankruptcy Code as Modified Through         Amendment No. 1 to Jazz Casino Company,
          October 13, 1998                            L.L.C.'s Application For Qualification of
                                                      Indentures on Form T-3
  3.01    Certificate of Incorporation of JCC         1-12095
          Holding Company                             Exhibit 3.02 to Pre-Effective Amendment
                                                      No. 2 to JCC Holding Company's
                                                      Registration Statement on Form 10
  3.02    Second Amended and Restated Bylaws of JCC   1-12095
          Holding Company                             Exhibit 3.05 to Pre-Effective Amendment
                                                      No. 2 to JCC Holding Company's
                                                      Registration Statement on Form 10
</TABLE>

                                       86
<PAGE>   89

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
  3.03    Amendment No. 1 to Second Amended and       1-12095
          Restated Bylaws of JCC Holding Company      Exhibit 3.03 to JCC Holding Company's
                                                      Annual Report on Form 10-K for the Year
                                                      Ended December 31, 1998
  4.01    Indenture, dated as of October 30, 1998,    022-22289
          among Jazz Casino Company, L.L.C., as       Exhibit T3C.2 to Post-Effective Amendment
          Issuer, JCC Holding Company, JCC            No. 1 to Jazz Casino Company, L.L.C.'s
          Development Company, L.L.C., CP             Application for Qualification of
          Development, L.L.C. and FP Development      Indentures on Form T-3
          L.L.C., as Guarantors, and Norwest Bank
          Minnesota, National Association, as
          Trustee, with respect to the Senior
          Subordinated Notes due 2009 with
          Contingent Payments
  4.02    Indenture, dated as of October 30, 1998,    022-22291
          among Jazz Casino Company, L.L.C., as       Exhibit T3C.2 to Post-Effective Amendment
          Issuer, JCC Holding Company, JCC            No. 1 to Jazz Casino Company, L.L.C.'s
          Development Company, L.L.C., CP             Application for Qualification of
          Development, L.L.C. and FP Development      Indentures on Form T-3
          L.L.C., as Guarantors, and Norwest Bank
          Minnesota, National Association, as
          Trustee, with respect to the Senior
          Subordinated Contingent Notes due 2009
  4.03    Notes Completion Guarantee among Harrah's   1-12095
          Entertainment, Inc., Harrah's Operating     Exhibit 4.03 to Pre-Effective Amendment
          Company, Inc. and Norwest Bank Minnesota,   No. 2 to JCC Holding Company's
          National Association, as Trustee, dated     Registration Statement on Form 10
          October 30, 1998
  4.04    Indenture, dated as of October 30, 1998,    1-12095
          among Jazz Casino Company, L.L.C., as       Exhibit 4.04 to Pre-Effective Amendment
          Issuer, JCC Holding Company, as             No. 2 to JCC Holding Company's
          Guarantor, and Norwest Bank Minnesota,      Registration Statement on Form 10
          National Association, as Trustee, with
          respect to the 8% Convertible Junior
          Subordinated Debentures due 2010
  4.05    Registration Rights Agreement among Jazz    1-12095
          Casino Company, L.L.C., JCC Holding         Exhibit 4.05 to Pre-Effective Amendment
          Company, Salomon Smith Barney, Inc.,        No. 2 to JCC Holding Company's
          Donaldson, Lufkin & Jenrette Inc., BT       Registration Statement on Form 10
          Alex. Brown Incorporated, Bankers Trust
          Company and First National Bank of
          Commerce, dated as of October 30, 1998
  4.06    Registration Rights Agreement between JCC   1-12095
          Holding Company and Harrah's Crescent       Exhibit 4.06 to Pre-Effective Amendment
          City Investment Company, dated as of        No. 2 to JCC Holding Company's
          October 30, 1998                            Registration Statement on Form 10
</TABLE>

                                       87
<PAGE>   90

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
  4.07    Warrant Agreement between JCC Holding       1-12095
          Company and Harrah's Crescent City          Exhibit 4.07 to Pre-Effective Amendment
          Investment Company, dated as of October     No. 2 to JCC Holding Company's
          30, 1998                                    Registration Statement on Form 10
  4.08    Subordinated Loan Agreement among Jazz      1-12095
          Casino Company, L.L.C., Harrah's            Exhibit 4.08 to Pre-Effective Amendment
          Operating Company, Inc. and Harrah's        No. 2 to JCC Holding Company's
          Entertainment, Inc., dated as of October    Registration Statement on Form 10
          30, 1998
  4.09    Intercreditor Agreement among Harrah's      1-12095
          Entertainment, Inc., Harrah's Operating     Exhibit 4.09 to Pre-Effective Amendment
          Company, Inc., Bankers Trust Company, as    No. 2 to JCC Holding Company's
          Administrative Agent, and Norwest Bank      Registration Statement on Form 10
          Minnesota, National Association, as
          Trustee, and The Bank of New York, as
          Collateral Agent, acknowledged and agreed
          to by JCC Holding Company, Jazz Casino
          Company, L.L.C., CP Development, L.L.C.,
          FP Development, L.L.C. and JCC
          Development Company, L.L.C., dated as of
          October 29, 1998
  4.10    Credit Agreement ("Credit Agreement")       1-12095
          among JCC Holding Company, Jazz Casino      Exhibit 4.10 to Pre-Effective Amendment
          Company, L.L.C., the Banks party thereto    No. 2 to JCC Holding Company's
          from time to time, and Bankers Trust        Registration Statement on Form 10
          Company, as Administrative Agent, dated
          as of October 29, 1998
 +4.11    Waiver to Credit Agreement dated June 4,
          1999 by and among JCC Holding Company,
          Jazz Casino Company, L.L.C., Harrah's
          Entertainment, Inc., Harrah's Operating
          Company, Inc., JCC Development Company,
          L.L.C., JCC Canal Development, L.L.C.,
          JCC Fulton Development, L.L.C. and
          Bankers Trust Company, as Administrative
          Agent
 +4.12    Waiver and Consent to Credit Agreement,
          dated November 1, 1999 by and among JCC
          Holding Company, Jazz Casino Company,
          L.L.C., JCC Development Company, L.L.C.,
          various banks party to the Credit
          Agreement and Bankers Trust Company, as
          Administrative Agent, acknowledged and
          agreed to by Harrah's Entertainment, Inc.
          and Harrah's Operating Company, Inc.
</TABLE>

                                       88
<PAGE>   91

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 +4.13    Third Waiver to Credit Agreement, dated
          February 29, 2000, by and among JCC
          Holding Company, Jazz Casino Company,
          L.L.C., various lending institutions
          party to the Credit Agreement and Bankers
          Trust Company, as Administrative Agent,
          acknowledged and consented to by Harrah's
          Entertainment, Inc. and Harrah's
          Operating Company, Inc.
 10.01    Amended and Restated Lease Agreement        1-12095
          among Rivergate Development Corporation,    Exhibit 10.01 to Pre-Effective Amendment
          as Landlord, and Jazz Casino Company,       No. 2 to JCC Holding Company's
          L.L.C., as Tenant, and the City of New      Registration Statement on Form 10
          Orleans, as Intervenor, dated October 29,
          1998
 10.02    Amended and Restated General Development    1-12095
          Agreement among Rivergate Development       Exhibit 10.02 to Pre-Effective Amendment
          Corporation, Jazz Casino Company, L.L.C.    No. 2 to JCC Holding Company's
          and the City of New Orleans, as             Registration Statement on Form 10
          Intervenor, dated October 29, 1998
 10.03    Basin Street Casino Lease Termination       33-73370
          Agreement among the City of New Orleans,    Exhibit 10.33 to Harrah's Jazz Company's
          the Rivergate Development Corporation and   Annual Report on Form 10-K for the fiscal
          Harrah's Jazz Company, dated January 15,    year ended December 31, 1997
          1997
 10.04    Casino Operating Contract between the       33-73370
          Louisiana Economic Development and Gaming   Exhibit 10.04 to Amendment No. 3 to
          Corporation and Harrah's Jazz Company,      Harrah's Jazz Company's and Harrah's Jazz
          dated March 14, 1994                        Finance Corp.'s Registration Statement on
                                                      Form S-1
 10.05    Amended and Renegotiated Casino Operating   1-12095
          Contract among the State of Louisiana by    Exhibit 10.05 to Pre-Effective Amendment
          and through the Louisiana Gaming Control    No. 2 to JCC Holding Company's
          Board, Harrah's Jazz Company, Jazz Casino   Registration Statement on Form 10
          Company, L.L.C., and Harrah's New Orleans
          Management Company and JCC Holding
          Company, as Intervenors effective as of
          October 30, 1998
 10.06    Second Amended and Restated Management      1-12095
          Agreement between Harrah's New Orleans      Exhibit 10.06 to Pre-Effective Amendment
          Management Company and Jazz Casino          No. 2 to JCC Holding Company's
          Company, L.L.C., acknowledged and           Registration Statement on Form 10
          consented to by Rivergate Development
          Corporation, as Landlord, dated as of
          October 29, 1998
 10.07    Second Floor Non-Gaming Sublease between    1-12095
          Jazz Casino Company, L.L.C., as             Exhibit 10.07 to Pre-Effective Amendment
          Sublessor, and JCC Development Company,     No. 2 to JCC Holding Company's
          L.L.C., as Sublessee, dated October 29,     Registration Statement on Form 10
          1998
</TABLE>

                                       89
<PAGE>   92

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 10.08    City/RDC Completion Guarantee among         1-12095
          Harrah's Entertainment, Inc., Harrah's      Exhibit 10.08 to Pre-Effective Amendment
          Operating Company, Inc., the Rivergate      No. 2 to JCC Holding Company's
          Development Corporation and the City of     Registration Statement on Form 10
          New Orleans, dated as of October 29, 1998
 10.09    LGCB Completion Guarantee among Harrah's    1-12095
          Entertainment, Inc., Harrah's Operating     Exhibit 10.09 to Pre-Effective Amendment
          Company, Inc., accepted and agreed to by    No. 2 to JCC Holding Company's
          the Louisiana Gaming Control Board, dated   Registration Statement on Form 10
          as of October 30, 1998
 10.10    Amended and Restated Subordinated           1-12095
          Completion Loan Agreement among Jazz        Exhibit 10.10 to Pre-Effective Amendment
          Casino Company, L.L.C., Harrah's            No. 2 to JCC Holding Company's
          Entertainment, Inc., Harrah's Operating     Registration Statement on Form 10
          Company, Inc., and as to the provisions
          of Sections 2(C)iii and (iv) only, agreed
          and accepted by Bankers Trust Company as
          Administrative Agent for Lenders, dated
          October 30, 1998
 10.11    Amended and Restated Construction Lien      1-12095
          Indemnity Obligation Agreement between      Exhibit 10.11 to Pre-Effective Amendment
          Jazz Casino Company, L.L.C. and Harrah's    No. 2 to JCC Holding Company's
          Operating Company, Inc., dated October      Registration Statement on Form 10
          30, 1998
 10.12    Bank Completion Guarantee among Harrah's    1-12095
          Entertainment, Inc. and Harrah's            Exhibit 10.12 to Pre-Effective Amendment
          Operating Company, Inc., accepted and       No. 2 to JCC Holding Company's
          agreed to by Bankers Trust Company, as      Registration Statement on Form 10
          Administrative Agent, dated October 29,
          1998
 10.13    Completion Guarantor Subordination          1-12095
          Agreement (Senior Subordinated Notes)       Exhibit 10.13 to Pre-Effective Amendment
          among Harrah's Entertainment, Inc.,         No. 2 to JCC Holding Company's
          Harrah's Operating Company, Inc. and        Registration Statement on Form 10
          Norwest Bank Minnesota, N.A., as Trustee,
          acknowledged and agreed to by Jazz Casino
          Company, L.L.C., dated as of October 30,
          1998
 10.14    Manager Subordination Agreement             1-12095
          (Landlord) among Harrah's New Orleans       Exhibit 10.14 to Pre-Effective Amendment
          Management Company, the City of New         No. 2 to JCC Holding Company's
          Orleans and Rivergate Development           Registration Statement on Form 10
          Corporation, dated as of October 29, 1998
 10.15    Manager Subordination Agreement (Lenders)   1-12095
          between Harrah's New Orleans Management     Exhibit 10.15 to Pre-Effective Amendment
          Company and Bankers Trust Company, as       No. 2 to JCC Holding Company's
          Administrative Agent, acknowledged and      Registration Statement on Form 10
          agreed to by Jazz Casino Company, L.L.C.
          and The Bank of New York, dated as of
          October 29, 1998
</TABLE>

                                       90
<PAGE>   93

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 10.16    Manager Subordination Agreement (Senior     1-12095
          Subordinated Notes) between Harrah's New    Exhibit 10.16 to Pre-Effective Amendment
          Orleans Management Company and Norwest      No. 2 to JCC Holding Company's
          Bank Minnesota, National Association, as    Registration Statement on Form 10
          Trustee, acknowledged and agreed to by
          Jazz Casino Company, L.L.C., and The Bank
          of New York, dated as of October 29, 1998
 10.17    HET Subordinated Lender Subordination       1-12095
          Agreement (Lenders) among Harrah's          Exhibit 10.17 to Pre-Effective Amendment
          Entertainment, Inc., Harrah's Operating     No. 2 to JCC Holding Company's
          Company, Inc. and Bankers Trust Company,    Registration Statement on Form 10
          as Administrative Agent, acknowledged and
          agreed to by Jazz Casino Company, L.L.C.,
          dated as of October 29, 1998
 10.18    Management Fee Reimbursement Agreement      1-12095
          Guarantee among Harrah's Entertainment,     Exhibit 10.18 to Pre-Effective Amendment
          Inc., Harrah's Operating Company, Inc.,     No. 2 to JCC Holding Company's
          Jazz Casino Company, L.L.C., and Harrah's   Registration Statement on Form 10
          New Orleans Management Company, dated
          October 29, 1998
 10.19    Performance Bond among Jazz Casino          1-12095
          Company, L.L.C. as Principal, and           Exhibit 10.19 to Pre-Effective Amendment
          Reliance Insurance Company and United       No. 2 to JCC Holding Company's
          States Fidelity and Guaranty Company, as    Registration Statement on Form 10
          Sureties, for the benefit of each of the
          City of New Orleans, Rivergate
          Development Corporation, the Louisiana
          Gaming Control Board, Norwest Bank,
          Minnesota, N.A., and Bankers Trust
          Company (collectively, the "Obligees"),
          dated October 29, 1998
 10.20    JCC Holding Company 1998 Long-Term          1-12095
          Incentive Plan                              Exhibit 10.20 to JCC Holding Company's
                                                      Annual Report on Form 10-K for the Year
                                                      Ended December 31, 1998
 10.21    Completion Guarantor Subordination          1-12095
          Agreement (Lenders) among Harrah's          Exhibit 10.21 to Pre-Effective Amendment
          Entertainment, Inc., Harrah's Operating     No. 2 to JCC Holding Company's
          Company, Inc. and Bankers Trust Company,    Registration Statement on Form 10
          as Administrative Agent, acknowledged and
          agreed to by Jazz Casino Company, L.L.C.,
          dated as of October 29, 1998
</TABLE>

                                       91
<PAGE>   94

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 10.22    Completion Guarantor Subordination          1-12095
          Agreement (Convertible Junior               Exhibit 10.22 to Pre-Effective Amendment
          Subordinated Debentures) among Harrah's     No. 2 to JCC Holding Company's
          Entertainment, Inc., Harrah's Operating     Registration Statement on Form 10
          Company, Inc. and Norwest Bank Minnesota,
          N.A., as Trustee, acknowledged and agreed
          to by Jazz Casino Company, L.L.C., dated
          as of October 30, 1998
 10.23    HET Subordinated Lender Subordination       1-12095
          Agreement (Senior Subordinated Notes)       Exhibit 10.23 to Pre-Effective Amendment
          among Harrah's Entertainment, Inc.,         No. 2 to JCC Holding Company's
          Harrah's Operating Company, Inc. and        Registration Statement on Form 10
          Norwest Bank Minnesota, N.A., as Trustee,
          acknowledged and agreed to by Jazz Casino
          Company, L.L.C., dated as of October 30,
          1998
 10.24    HET Subordinated Lender Subordination       1-12095
          Agreement (Convertible Junior               Exhibit 10.24 to Pre-Effective Amendment
          Subordinated Debentures) among Harrah's     No. 2 to JCC Holding Company's
          Entertainment, Inc., Harrah's Operating     Registration Statement on Form 10
          Company, Inc. and Norwest Bank Minnesota,
          N.A., as Trustee, acknowledged and agreed
          to by Jazz Casino Company, L.L.C., dated
          as of October 29, 1998
 10.25    Credit Enhancement Fee Agreement between    1-12095
          Jazz Casino Company, L.L.C. and Harrah's    Exhibit 10.25 to Pre-Effective Amendment
          Operating Company, Inc., dated October      No. 2 to JCC Holding Company's
          29, 1998                                    Registration Statement on Form 10
 10.26    HET/JCC Agreement between Harrah's          1-12095
          Entertainment, Inc., Harrah's Operating     Exhibit 10.26 to Pre-Effective Amendment
          Company, Inc. and Jazz Casino Company,      No. 2 to JCC Holding Company's
          L.L.C., dated October 30, 1998              Registration Statement on Form 10
 10.27    Guaranty and Loan Purchase Agreement by     1-12095
          Harrah's Entertainment, Inc. and Harrah's   Exhibit 10.27 to Pre-Effective Amendment
          Operating Company, Inc., acknowledged and   No. 2 to JCC Holding Company's
          agreed to by Bankers Trust Company as       Registration Statement on Form 10
          Administrative Agent, dated as of October
          29, 1998
 10.28    Act of Mortgage and Collateral Assignment   1-12095
          by Jazz Casino Company L.L.C., in favor     Exhibit 10.28 to Pre-Effective Amendment
          of The Bank of New York, as Collateral      No. 2 to JCC Holding Company's
          Agent, for the present and future holders   Registration Statement on Form 10
          of the Secured Indebtedness, dated
          October 29, 1998, effective as of October
          30, 1998
</TABLE>

                                       92
<PAGE>   95

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 10.29    Act of Mortgage and Collateral Assignment   1-12095
          by CP Development, L.L.C., in favor of      Exhibit 10.29 to Pre-Effective Amendment
          The Bank of New York, as Collateral         No. 2 to JCC Holding Company's
          Agent, for the present and future holders   Registration Statement on Form 10
          of the Secured Obligations, dated October
          29, 1998, effective as of October 30,
          1998
 10.30    Act of Mortgage and Collateral Assignment   1-12095
          by FP Development, L.L.C., in favor of      Exhibit 10.30 to Pre-Effective Amendment
          The Bank of New York, as Collateral         No. 2 to JCC Holding Company's
          Agent, for the present and future holders   Registration Statement on Form 10
          of the Secured Obligations, dated October
          29, 1998, effective as of October 30,
          1998
 10.31    Act of Mortgage and Collateral Assignment   1-12095
          by JCC Development Company, L.L.C., in      Exhibit 10.31 to Pre-Effective Amendment
          favor of The Bank of New York, as           No. 2 to JCC Holding Company's
          Collateral Agent, for the present and       Registration Statement on Form 10
          future holders of the Secured
          Obligations, dated October 29, 1998,
          effective as of October 30, 1998
 10.32    Credit Enhancement Fee Agreement (Bank      1-12095
          Credit Agreement) by and among Bankers      Exhibit 10.32 to Pre-Effective Amendment
          Trust Company, as Administrative Agent      No. 2 to JCC Holding Company's
          for Morgan Stanley Prime Income Trust and   Registration Statement on Form 10
          Van Kampen American Capital Prime Rate
          Income Trust, Harrah's Operating Company,
          Inc. and Harrah's Entertainment, Inc.,
          dated October 29, 1998
 10.33    Security Agreement, dated as of October     1-12095
          29, 1998, among JCC Holding Company, Jazz   Exhibit 10.33 to Pre-Effective Amendment
          Casino Company, L.L.C., CP Development,     No. 2 to JCC Holding Company's
          L.L.C., FP Development, L.L.C., and JCC     Registration Statement on Form 10
          Development Company., L.L.C. (each, an
          "Assignor" and, together with any other
          entity that becomes a party, the
          "Assignors"), The Bank of New York, as
          Collateral Agent for the benefit of
          Harrah's Entertainment, Inc., Harrah's
          Operating Company, Inc. and the Secured
          Creditors.
 10.34    Pledge Agreement, dated as of October 29,   1-12095
          1998, among JCC Holding Company, Jazz       Exhibit 10.34 to Pre-Effective Amendment
          Casino Company, L.L.C., CP Development,     No. 2 to JCC Holding Company's
          L.L.C., FP Development, L.L.C., and JCC     Registration Statement on Form 10
          Development Company., L.L.C. (each a
          "Pledgor" and collectively, the
          "Pledgors"), The Bank of New York
          Harrah's Entertainment, Inc., Harrah's
          Operating Company, Inc. and the Secured
          Creditors.
</TABLE>

                                       93
<PAGE>   96

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 10.35    Subsidiaries Guaranty, dated as of          1-12095
          October 29, 1998, among CP Development,     Exhibit 10.35 to Pre-Effective Amendment
          L.L.C., FP Development, L.L.C. and JCC      No. 2 to JCC Holding Company's
          Development Company, L.L.C. (each a         Registration Statement on Form 10
          "Guarantor" and, together with any other
          entity that becomes a party, the
          "Guarantors"), and Bankers Trust Company,
          as Administrative Agent, for the benefit
          of the Creditors.
 10.36    Assignment of Contracts and Ancillary       1-12095
          Rights, dated as of October 30, 1998,       Exhibit 10.36 to Pre-Effective Amendment
          among Jazz Casino Company, L.L.C.,          No. 2 to JCC Holding Company's
          Harrah's Operating Company, Inc. and        Registration Statement on Form 10
          Harrah's Entertainment, Inc.
 10.37    Amended and Restated Open Access Plans of   1-12095
          Jazz Casino Company, L.L.C., Submitted to   Exhibit 10.37 to Pre-Effective Amendment
          the Council of the City of New Orleans on   No. 2 to JCC Holding Company's
          October 15, 1998.                           Registration Statement on Form 10
 10.38    Open Access Program                         1-12095
                                                      Exhibit 10.38 to Pre-Effective Amendment
                                                      No. 2 to JCC Holding Company's
                                                      Registration Statement on Form 10
 10.39    1999 Non-Employee Director Stock Option     1-12095
          Plan                                        Exhibit 10.20 to JCC Holding Company's
                                                      Annual Report on Form 10-K for the Year
                                                      Ended December 31, 1998
 10.40    Employment Agreement, dated as of May 6,    Exhibit 10.40 to JCC Holding Company's
          1999, by and between JCC Holding Company    Quarterly Report on Form 10-Q for the
          and Frederick W. Burford.                   Quarter Ended June 30, 1999.
 10.41    Employment Agreement, dated as of August    Exhibit 10.41 to JCC Holding Company's
          25, 1999, by and between JCC Holding        Quarterly Report on Form 10-Q for the
          Company and L. Camille Fowler.              Quarter Ended September 30, 1999.
+10.42    Letter dated February 29, 2000 from
          Harrah's Entertainment, Inc. agreeing to
          re-post Minimum Payment Guaranty.
+10.43    Letter dated February 29, 2000 from
          Harrah's Entertainment, Inc. agreeing to
          make daily payments to the state of
          Louisiana under the Amended and
          Renegotiated Casino Operating Contract.
+10.44    First Amendment to Amended and
          Renegotiated Casino Operating Contract,
          dated October 19, 1999, among the state
          of Louisiana, by and through the
          Louisiana Gaming Control Board, and Jazz
          Casino Company, L.L.C., agreed and
          consented to by Harrah's Entertainment,
          Inc. and Harrah's Operating Company, Inc.
</TABLE>

                                       94
<PAGE>   97

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
+10.45    Limited Forbearance Agreement, dated
          February 29, 2000, by and among Harrah's
          New Orleans Management Company, Harrah's
          Operating Company, Inc., and Jazz Casino
          Company, L.L.C.
+10.46    Promissory Note, dated October 26, 1999
          from JCC Development Company, L.L.C. to
          Harrah's Operating Company, Inc.
+10.47    Master Lease Agreement, dated October 28,
          1999 by and among Harrah's Operating
          Company, Inc. and Jazz Casino Company,
          L.L.C.
+10.48    Used Slot Machine Purchase Agreement,
          dated October 28, 1999 by and between
          Harrah's Operating Company, Inc., and
          Jazz Casino Company, L.L.C.
+10.49    Agreement effective as of January 1, 1999
          by and between Jazz Casino Company,
          L.L.C. and Thomas M. Morgan.
+10.50    Executive Leasing Agreement, effective as
          of January 1, 1999 by and between
          Harrah's Operating Company, Inc. and Jazz
          Casino Company, L.L.C.
+10.51    Purchase and Sale Agreement, dated
          February 14, 2000 by and between JCC
          Fulton Development, L.L.C. and WI
          Acquisition Corporation.
+10.52    Administrative Services Agreement between
          Jazz Casino Company, L.L.C. and Harrah's
          Operating Company, Inc., dated October
          30, 1998.
+21.01    List of Subsidiaries of JCC Holding
          Company
+23.01    Consent of Arthur Andersen LLP,
          Independent Public Accountants, dated
          March 29, 2000.
+23.02    Consent of Deloitte & Touche LLP,
          Independent Public Accountants, dated
          March 29, 2000.
+27.01    Financial Data Schedule
 99.01    Opinion of New Orleans City Attorney        33-73370
          regarding Amusement Tax                     Exhibit 99.02 to Amendment No. 4 to
                                                      Harrah's Jazz Company's and Harrah's Jazz
                                                      Finance Corp.'s Registration Statement on
                                                      Form S-1
</TABLE>

---------------

+ Filed herewith.

                                       95
<PAGE>   98

     (b) Reports on Form 8-K

     The Company filed no Current Reports on Form 8-K during the fourth fiscal
quarter ended December 31, 1999.

     (c) See Item 14(a) 3. above.

     (d) See Item 14(a) 2. above.

                                       96
<PAGE>   99

                                   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, on March 29, 2000.

                                            JCC HOLDING COMPANY

                                            By:  /s/ FREDERICK W. BURFORD
                                              ----------------------------------
                                                     Frederick W. Burford
                                                President and Chief Executive
                                                            Officer

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities indicated on March 29, 2000.

<TABLE>
<CAPTION>
                      SIGNATURE                                              TITLE
                      ---------                                              -----
<C>                                                      <S>

              /s/ FREDERICK W. BURFORD                   President and Chief Executive Officer
-----------------------------------------------------      (principal executive officer)
                Frederick W. Burford

                  /s/ COLIN V. REED                      Class B Director
-----------------------------------------------------
                    Colin V. Reed

                 /s/ SETH E. LEMLER                      Class A Director
-----------------------------------------------------
                   Seth E. Lemler

                 /s/ PHILIP G. SATRE                     Class B Director
-----------------------------------------------------
                   Philip G. Satre

                 /s/ RUDY J. CERONE                      Class A Director
-----------------------------------------------------
                   Rudy J. Cerone

                /s/ EDDIE N. WILLIAMS                    Class B Director
-----------------------------------------------------
                  Eddie N. Williams

                 /s/ EDWIN JACOBSON                      Class A Director
-----------------------------------------------------
                   Edwin Jacobson

                /s/ L. CAMILLE FOWLER                    Vice President -- Finance, Treasurer and
-----------------------------------------------------      Secretary (principal financial and
                  L. Camille Fowler                        accounting officer)
</TABLE>

                                       97
<PAGE>   100

                              JCC HOLDING COMPANY
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)
      SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF JCC HOLDING COMPANY

                            CONDENSED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
                                     ASSETS
Current Assets:
  Cash and cash equivalents.................................  $      4   $     --
  Intercompany receivables..................................        62         --
                                                              --------   --------
          Total current assets..............................        66         --
                                                              --------   --------
  Investment in subsidiaries................................    46,042    104,720
                                                              --------   --------
          Total Assets......................................  $ 46,108   $104,720
                                                              ========   ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Intercompany payables.....................................  $    462   $     --
  Accrued franchise taxes...................................        30        310
                                                              --------   --------
          Total current liabilities.........................       492        310
                                                              --------   --------
Commitments and Contingencies
Stockholders' Equity:
  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; 5,638
      shares and 5,547 shares, respectively, issued and
      outstanding; par value $.01
       per share)...........................................        56         55
     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................................   108,538    107,987
  Accumulated deficit.......................................   (62,817)    (3,677)
  Less -- unearned compensation.............................      (206)        --
                                                              --------   --------
          Total stockholders' equity........................    45,616    104,410
                                                              --------   --------
          Total Liabilities and Stockholders' Equity........  $ 46,108   $104,720
                                                              ========   ========
</TABLE>

     See JCC Holding Company and Subsidiaries Notes to Consolidated Financial
Statements in Part II, Item 8.

                                       98
<PAGE>   101

                              JCC HOLDING COMPANY
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)
      SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF JCC HOLDING COMPANY

                       CONDENSED STATEMENTS OF OPERATIONS
              FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD
                   FROM OCTOBER 30, 1998 TO DECEMBER 31, 1998
                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                              TWO-MONTH
                                                               YEAR ENDED    PERIOD ENDED
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
Expenses and Other Deductions:
  Equity in subsidiary losses...............................  $    58,703    $     3,367
  General and administrative expenses.......................          437            310
                                                              -----------    -----------
          Total.............................................       59,140          3,677
                                                              -----------    -----------
Net Loss....................................................  $   (59,140)   $    (3,677)
                                                              ===========    ===========
Basic Net Loss Per Share....................................  $     (5.88)   $     (0.37)
                                                              ===========    ===========
Weighted Average Shares Outstanding.........................   10,055,140     10,000,000
                                                              ===========    ===========
</TABLE>

     See JCC Holding Company and Subsidiaries Notes to Consolidated Financial
Statements in Part II, Item 8.

                                       99
<PAGE>   102

                              JCC HOLDING COMPANY
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)
      SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF JCC HOLDING COMPANY

                  CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
              FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD
                   FROM OCTOBER 30, 1998 TO DECEMBER 31, 1998
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                              COMMON STOCK
                                    ---------------------------------
                                        CLASS A           CLASS B       ADDITIONAL
                                    ---------------   ---------------    PAID-IN     ACCUMULATED     UNEARNED
                                    SHARES   AMOUNT   SHARES   AMOUNT    CAPITAL       DEFICIT     COMPENSATION    TOTAL
                                    ------   ------   ------   ------   ----------   -----------   ------------   --------
<S>                                 <C>      <C>      <C>      <C>      <C>          <C>           <C>            <C>
Balance -- October 30, 1998.......  5,547     $55     4,453     $45      $107,987     $     --        $  --       $108,087
  Net loss........................                                                      (3,677)                     (3,677)
                                    -----     ---     -----     ---      --------     --------        -----       --------
Balance -- December 31, 1998......  5,547      55     4,453      45       107,987       (3,677)          --        104,410
                                    -----     ---     -----     ---      --------     --------        -----       --------
  Restricted stock activity.......     92       1                             526                      (206)           321
  Other...........................     (1)                                     25                                       25
  Net loss........................                                                     (59,140)                    (59,140)
                                    -----     ---     -----     ---      --------     --------        -----       --------
Balance -- December 31, 1999......  5,638     $56     4,453     $45      $108,538     $(62,817)       $(206)      $ 45,616
                                    =====     ===     =====     ===      ========     ========        =====       ========
</TABLE>

     See JCC Holding Company and Subsidiaries Notes to Consolidated Financial
Statements in Part II, Item 8.
<PAGE>   103

                              JCC HOLDING COMPANY
                      (SUCCESSOR TO HARRAH'S JAZZ COMPANY)
      SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF JCC HOLDING COMPANY

                       CONDENSED STATEMENTS OF CASH FLOWS
              FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD
                   FROM OCTOBER 30, 1998 TO DECEMBER 31, 1998
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              TWO-MONTH
                                                               YEAR ENDED    PERIOD ENDED
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
Cash Flows From Operating Activities:
  Net loss..................................................    $(59,140)      $(3,677)
  Adjustments to reconcile net loss to net cash used in
     operating activities:
     Equity in subsidiary losses............................      58,703         3,367
     Amortization of unearned compensation..................         259            --
  Changes in operating assets and liabilities:
     Intercompany payable...................................         462            --
     Franchise tax payable..................................        (280)          310
                                                                --------       -------
          Net cash flows used in operating activities.......           4            --
                                                                --------       -------
Net decrease in cash and cash equivalents...................           4            --
Cash and cash equivalents, beginning of period..............          --            --
                                                                --------       -------
Cash and cash equivalents, end of period....................    $      4       $    --
                                                                ========       =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Noncash investing and financing activities:
     Issuance of restricted stock awards....................    $    527       $    --
</TABLE>

     See JCC Holding Company and Subsidiaries Notes to Consolidated Financial
Statements in Part II, Item 8.

                                       101
<PAGE>   104

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
  2.01    Third Amended Joint Plan of                 022-22289
          Reorganization under Chapter 11 of the      Exhibit T3E.27 to Post-Effective
          Bankruptcy Code as Modified Through         Amendment No. 1 to Jazz Casino Company,
          October 13, 1998                            L.L.C.'s Application For Qualification of
                                                      Indentures on Form T-3
  3.01    Certificate of Incorporation of JCC         1-12095
          Holding Company                             Exhibit 3.02 to Pre-Effective Amendment
                                                      No. 2 to JCC Holding Company's
                                                      Registration Statement on Form 10
  3.02    Second Amended and Restated Bylaws of JCC   1-12095
          Holding Company                             Exhibit 3.05 to Pre-Effective Amendment
                                                      No. 2 to JCC Holding Company's
                                                      Registration Statement on Form 10
  3.03    Amendment No. 1 to Second Amended and       1-12095
          Restated Bylaws of JCC Holding Company      Exhibit 3.03 to JCC Holding Company's
                                                      Annual Report on Form 10-K for the Year
                                                      Ended December 31, 1998
  4.01    Indenture, dated as of October 30, 1998,    022-22289
          among Jazz Casino Company, L.L.C., as       Exhibit T3C.2 to Post-Effective Amendment
          Issuer, JCC Holding Company, JCC            No. 1 to Jazz Casino Company, L.L.C.'s
          Development Company, L.L.C., CP             Application for Qualification of
          Development, L.L.C. and FP Development      Indentures on Form T-3
          L.L.C., as Guarantors, and Norwest Bank
          Minnesota, National Association, as
          Trustee, with respect to the Senior
          Subordinated Notes due 2009 with
          Contingent Payments
  4.02    Indenture, dated as of October 30, 1998,    022-22291
          among Jazz Casino Company, L.L.C., as       Exhibit T3C.2 to Post-Effective Amendment
          Issuer, JCC Holding Company, JCC            No. 1 to Jazz Casino Company, L.L.C.'s
          Development Company, L.L.C., CP             Application for Qualification of
          Development, L.L.C. and FP Development      Indentures on Form T-3
          L.L.C., as Guarantors, and Norwest Bank
          Minnesota, National Association, as
          Trustee, with respect to the Senior
          Subordinated Contingent Notes due 2009
  4.03    Notes Completion Guarantee among Harrah's   1-12095
          Entertainment, Inc., Harrah's Operating     Exhibit 4.03 to Pre-Effective Amendment
          Company, Inc. and Norwest Bank Minnesota,   No. 2 to JCC Holding Company's
          National Association, as Trustee, dated     Registration Statement on Form 10
          October 30, 1998
</TABLE>
<PAGE>   105

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
  4.04    Indenture, dated as of October 30, 1998,    1-12095
          among Jazz Casino Company, L.L.C., as       Exhibit 4.04 to Pre-Effective Amendment
          Issuer, JCC Holding Company, as             No. 2 to JCC Holding Company's
          Guarantor, and Norwest Bank Minnesota,      Registration Statement on Form 10
          National Association, as Trustee, with
          respect to the 8% Convertible Junior
          Subordinated Debentures due 2010
  4.05    Registration Rights Agreement among Jazz    1-12095
          Casino Company, L.L.C., JCC Holding         Exhibit 4.05 to Pre-Effective Amendment
          Company, Salomon Smith Barney, Inc.,        No. 2 to JCC Holding Company's
          Donaldson, Lufkin & Jenrette Inc., BT       Registration Statement on Form 10
          Alex. Brown Incorporated, Bankers Trust
          Company and First National Bank of
          Commerce, dated as of October 30, 1998
  4.06    Registration Rights Agreement between JCC   1-12095
          Holding Company and Harrah's Crescent       Exhibit 4.06 to Pre-Effective Amendment
          City Investment Company, dated as of        No. 2 to JCC Holding Company's
          October 30, 1998                            Registration Statement on Form 10
  4.07    Warrant Agreement between JCC Holding       1-12095
          Company and Harrah's Crescent City          Exhibit 4.07 to Pre-Effective Amendment
          Investment Company, dated as of October     No. 2 to JCC Holding Company's
          30, 1998                                    Registration Statement on Form 10
  4.08    Subordinated Loan Agreement among Jazz      1-12095
          Casino Company, L.L.C., Harrah's            Exhibit 4.08 to Pre-Effective Amendment
          Operating Company, Inc. and Harrah's        No. 2 to JCC Holding Company's
          Entertainment, Inc., dated as of October    Registration Statement on Form 10
          30, 1998
  4.09    Intercreditor Agreement among Harrah's      1-12095
          Entertainment, Inc., Harrah's Operating     Exhibit 4.09 to Pre-Effective Amendment
          Company, Inc., Bankers Trust Company, as    No. 2 to JCC Holding Company's
          Administrative Agent, and Norwest Bank      Registration Statement on Form 10
          Minnesota, National Association, as
          Trustee, and The Bank of New York, as
          Collateral Agent, acknowledged and agreed
          to by JCC Holding Company, Jazz Casino
          Company, L.L.C., CP Development, L.L.C.,
          FP Development, L.L.C. and JCC
          Development Company, L.L.C., dated as of
          October 29, 1998
  4.10    Credit Agreement ("Credit Agreement")       1-12095
          among JCC Holding Company, Jazz Casino      Exhibit 4.10 to Pre-Effective Amendment
          Company, L.L.C., the Banks party thereto    No. 2 to JCC Holding Company's
          from time to time, and Bankers Trust        Registration Statement on Form 10
          Company, as Administrative Agent, dated
          as of October 29, 1998
</TABLE>
<PAGE>   106

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 +4.11    Waiver to Credit Agreement dated June 4,
          1999 by and among JCC Holding Company,
          Jazz Casino Company, L.L.C., Harrah's
          Entertainment, Inc., Harrah's Operating
          Company, Inc., JCC Development Company,
          L.L.C., JCC Canal Development, L.L.C.,
          JCC Fulton Development, L.L.C. and
          Bankers Trust Company, as Administrative
          Agent
 +4.12    Waiver and Consent to Credit Agreement,
          dated November 1, 1999 by and among JCC
          Holding Company, Jazz Casino Company,
          L.L.C., JCC Development Company, L.L.C.,
          various banks party to the Credit
          Agreement and Bankers Trust Company, as
          Administrative Agent, acknowledged and
          agreed to by Harrah's Entertainment, Inc.
          and Harrah's Operating Company, Inc.
 +4.13    Third Waiver to Credit Agreement, dated
          February 29, 2000, by and among JCC
          Holding Company, Jazz Casino Company,
          L.L.C., various lending institutions
          party to the Credit Agreement and Bankers
          Trust Company, as Administrative Agent,
          acknowledged and consented to by Harrah's
          Entertainment, Inc. and Harrah's
          Operating Company, Inc.
 10.01    Amended and Restated Lease Agreement        1-12095
          among Rivergate Development Corporation,    Exhibit 10.01 to Pre-Effective Amendment
          as Landlord, and Jazz Casino Company,       No. 2 to JCC Holding Company's
          L.L.C., as Tenant, and the City of New      Registration Statement on Form 10
          Orleans, as Intervenor, dated October 29,
          1998
 10.02    Amended and Restated General Development    1-12095
          Agreement among Rivergate Development       Exhibit 10.02 to Pre-Effective Amendment
          Corporation, Jazz Casino Company, L.L.C.    No. 2 to JCC Holding Company's
          and the City of New Orleans, as             Registration Statement on Form 10
          Intervenor, dated October 29, 1998
 10.03    Basin Street Casino Lease Termination       33-73370
          Agreement among the City of New Orleans,    Exhibit 10.33 to Harrah's Jazz Company's
          the Rivergate Development Corporation and   Annual Report on Form 10-K for the fiscal
          Harrah's Jazz Company, dated January 15,    year ended December 31, 1997
          1997
 10.04    Casino Operating Contract between the       33-73370
          Louisiana Economic Development and Gaming   Exhibit 10.04 to Amendment No. 3 to
          Corporation and Harrah's Jazz Company,      Harrah's Jazz Company's and Harrah's Jazz
          dated March 14, 1994                        Finance Corp.'s Registration Statement on
                                                      Form S-1
</TABLE>
<PAGE>   107

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 10.05    Amended and Renegotiated Casino Operating   1-12095
          Contract among the State of Louisiana by    Exhibit 10.05 to Pre-Effective Amendment
          and through the Louisiana Gaming Control    No. 2 to JCC Holding Company's
          Board, Harrah's Jazz Company, Jazz Casino   Registration Statement on Form 10
          Company, L.L.C., and Harrah's New Orleans
          Management Company and JCC Holding
          Company, as Intervenors effective as of
          October 30, 1998
 10.06    Second Amended and Restated Management      1-12095
          Agreement between Harrah's New Orleans      Exhibit 10.06 to Pre-Effective Amendment
          Management Company and Jazz Casino          No. 2 to JCC Holding Company's
          Company, L.L.C., acknowledged and           Registration Statement on Form 10
          consented to by Rivergate Development
          Corporation, as Landlord, dated as of
          October 29, 1998
 10.07    Second Floor Non-Gaming Sublease between    1-12095
          Jazz Casino Company, L.L.C., as             Exhibit 10.07 to Pre-Effective Amendment
          Sublessor, and JCC Development Company,     No. 2 to JCC Holding Company's
          L.L.C., as Sublessee, dated October 29,     Registration Statement on Form 10
          1998
 10.08    City/RDC Completion Guarantee among         1-12095
          Harrah's Entertainment, Inc., Harrah's      Exhibit 10.08 to Pre-Effective Amendment
          Operating Company, Inc., the Rivergate      No. 2 to JCC Holding Company's
          Development Corporation and the City of     Registration Statement on Form 10
          New Orleans, dated as of October 29, 1998
 10.09    LGCB Completion Guarantee among Harrah's    1-12095
          Entertainment, Inc., Harrah's Operating     Exhibit 10.09 to Pre-Effective Amendment
          Company, Inc., accepted and agreed to by    No. 2 to JCC Holding Company's
          the Louisiana Gaming Control Board, dated   Registration Statement on Form 10
          as of October 30, 1998
 10.10    Amended and Restated Subordinated           1-12095
          Completion Loan Agreement among Jazz        Exhibit 10.10 to Pre-Effective Amendment
          Casino Company, L.L.C., Harrah's            No. 2 to JCC Holding Company's
          Entertainment, Inc., Harrah's Operating     Registration Statement on Form 10
          Company, Inc., and as to the provisions
          of Sections 2(C)iii and (iv) only, agreed
          and accepted by Bankers Trust Company as
          Administrative Agent for Lenders, dated
          October 30, 1998
 10.11    Amended and Restated Construction Lien      1-12095
          Indemnity Obligation Agreement between      Exhibit 10.11 to Pre-Effective Amendment
          Jazz Casino Company, L.L.C. and Harrah's    No. 2 to JCC Holding Company's
          Operating Company, Inc., dated October      Registration Statement on Form 10
          30, 1998
 10.12    Bank Completion Guarantee among Harrah's    1-12095
          Entertainment, Inc. and Harrah's            Exhibit 10.12 to Pre-Effective Amendment
          Operating Company, Inc., accepted and       No. 2 to JCC Holding Company's
          agreed to by Bankers Trust Company, as      Registration Statement on Form 10
          Administrative Agent, dated October 29,
          1998
</TABLE>
<PAGE>   108

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 10.13    Completion Guarantor Subordination          1-12095
          Agreement (Senior Subordinated Notes)       Exhibit 10.13 to Pre-Effective Amendment
          among Harrah's Entertainment, Inc.,         No. 2 to JCC Holding Company's
          Harrah's Operating Company, Inc. and        Registration Statement on Form 10
          Norwest Bank Minnesota, N.A., as Trustee,
          acknowledged and agreed to by Jazz Casino
          Company, L.L.C., dated as of October 30,
          1998
 10.14    Manager Subordination Agreement             1-12095
          (Landlord) among Harrah's New Orleans       Exhibit 10.14 to Pre-Effective Amendment
          Management Company, the City of New         No. 2 to JCC Holding Company's
          Orleans and Rivergate Development           Registration Statement on Form 10
          Corporation, dated as of October 29, 1998
 10.15    Manager Subordination Agreement (Lenders)   1-12095
          between Harrah's New Orleans Management     Exhibit 10.15 to Pre-Effective Amendment
          Company and Bankers Trust Company, as       No. 2 to JCC Holding Company's
          Administrative Agent, acknowledged and      Registration Statement on Form 10
          agreed to by Jazz Casino Company, L.L.C.
          and The Bank of New York, dated as of
          October 29, 1998
 10.16    Manager Subordination Agreement (Senior     1-12095
          Subordinated Notes) between Harrah's New    Exhibit 10.16 to Pre-Effective Amendment
          Orleans Management Company and Norwest      No. 2 to JCC Holding Company's
          Bank Minnesota, National Association, as    Registration Statement on Form 10
          Trustee, acknowledged and agreed to by
          Jazz Casino Company, L.L.C., and The Bank
          of New York, dated as of October 29, 1998
 10.17    HET Subordinated Lender Subordination       1-12095
          Agreement (Lenders) among Harrah's          Exhibit 10.17 to Pre-Effective Amendment
          Entertainment, Inc., Harrah's Operating     No. 2 to JCC Holding Company's
          Company, Inc. and Bankers Trust Company,    Registration Statement on Form 10
          as Administrative Agent, acknowledged and
          agreed to by Jazz Casino Company, L.L.C.,
          dated as of October 29, 1998
 10.18    Management Fee Reimbursement Agreement      1-12095
          Guarantee among Harrah's Entertainment,     Exhibit 10.18 to Pre-Effective Amendment
          Inc., Harrah's Operating Company, Inc.,     No. 2 to JCC Holding Company's
          Jazz Casino Company, L.L.C., and Harrah's   Registration Statement on Form 10
          New Orleans Management Company, dated
          October 29, 1998
</TABLE>
<PAGE>   109

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 10.19    Performance Bond among Jazz Casino          1-12095
          Company, L.L.C. as Principal, and           Exhibit 10.19 to Pre-Effective Amendment
          Reliance Insurance Company and United       No. 2 to JCC Holding Company's
          States Fidelity and Guaranty Company, as    Registration Statement on Form 10
          Sureties, for the benefit of each of the
          City of New Orleans, Rivergate
          Development Corporation, the Louisiana
          Gaming Control Board, Norwest Bank,
          Minnesota, N.A., and Bankers Trust
          Company (collectively, the "Obligees"),
          dated October 29, 1998
 10.20    JCC Holding Company 1998 Long-Term          1-12095
          Incentive Plan                              Exhibit 10.20 to JCC Holding Company's
                                                      Annual Report on Form 10-K for the Year
                                                      Ended December 31, 1998
 10.21    Completion Guarantor Subordination          1-12095
          Agreement (Lenders) among Harrah's          Exhibit 10.21 to Pre-Effective Amendment
          Entertainment, Inc., Harrah's Operating     No. 2 to JCC Holding Company's
          Company, Inc. and Bankers Trust Company,    Registration Statement on Form 10
          as Administrative Agent, acknowledged and
          agreed to by Jazz Casino Company, L.L.C.,
          dated as of October 29, 1998
 10.22    Completion Guarantor Subordination          1-12095
          Agreement (Convertible Junior               Exhibit 10.22 to Pre-Effective Amendment
          Subordinated Debentures) among Harrah's     No. 2 to JCC Holding Company's
          Entertainment, Inc., Harrah's Operating     Registration Statement on Form 10
          Company, Inc. and Norwest Bank Minnesota,
          N.A., as Trustee, acknowledged and agreed
          to by Jazz Casino Company, L.L.C., dated
          as of October 30, 1998
 10.23    HET Subordinated Lender Subordination       1-12095
          Agreement (Senior Subordinated Notes)       Exhibit 10.23 to Pre-Effective Amendment
          among Harrah's Entertainment, Inc.,         No. 2 to JCC Holding Company's
          Harrah's Operating Company, Inc. and        Registration Statement on Form 10
          Norwest Bank Minnesota, N.A., as Trustee,
          acknowledged and agreed to by Jazz Casino
          Company, L.L.C., dated as of October 30,
          1998
 10.24    HET Subordinated Lender Subordination       1-12095
          Agreement (Convertible Junior               Exhibit 10.24 to Pre-Effective Amendment
          Subordinated Debentures) among Harrah's     No. 2 to JCC Holding Company's
          Entertainment, Inc., Harrah's Operating     Registration Statement on Form 10
          Company, Inc. and Norwest Bank Minnesota,
          N.A., as Trustee, acknowledged and agreed
          to by Jazz Casino Company, L.L.C., dated
          as of October 29, 1998
</TABLE>
<PAGE>   110

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 10.25    Credit Enhancement Fee Agreement between    1-12095
          Jazz Casino Company, L.L.C. and Harrah's    Exhibit 10.25 to Pre-Effective Amendment
          Operating Company, Inc., dated October      No. 2 to JCC Holding Company's
          29, 1998                                    Registration Statement on Form 10
 10.26    HET/JCC Agreement between Harrah's          1-12095
          Entertainment, Inc., Harrah's Operating     Exhibit 10.26 to Pre-Effective Amendment
          Company, Inc. and Jazz Casino Company,      No. 2 to JCC Holding Company's
          L.L.C., dated October 30, 1998              Registration Statement on Form 10
 10.27    Guaranty and Loan Purchase Agreement by     1-12095
          Harrah's Entertainment, Inc. and Harrah's   Exhibit 10.27 to Pre-Effective Amendment
          Operating Company, Inc., acknowledged and   No. 2 to JCC Holding Company's
          agreed to by Bankers Trust Company as       Registration Statement on Form 10
          Administrative Agent, dated as of October
          29, 1998
 10.28    Act of Mortgage and Collateral Assignment   1-12095
          by Jazz Casino Company L.L.C., in favor     Exhibit 10.28 to Pre-Effective Amendment
          of The Bank of New York, as Collateral      No. 2 to JCC Holding Company's
          Agent, for the present and future holders   Registration Statement on Form 10
          of the Secured Indebtedness, dated
          October 29, 1998, effective as of October
          30, 1998
 10.29    Act of Mortgage and Collateral Assignment   1-12095
          by CP Development, L.L.C., in favor of      Exhibit 10.29 to Pre-Effective Amendment
          The Bank of New York, as Collateral         No. 2 to JCC Holding Company's
          Agent, for the present and future holders   Registration Statement on Form 10
          of the Secured Obligations, dated October
          29, 1998, effective as of October 30,
          1998
 10.30    Act of Mortgage and Collateral Assignment   1-12095
          by FP Development, L.L.C., in favor of      Exhibit 10.30 to Pre-Effective Amendment
          The Bank of New York, as Collateral         No. 2 to JCC Holding Company's
          Agent, for the present and future holders   Registration Statement on Form 10
          of the Secured Obligations, dated October
          29, 1998, effective as of October 30,
          1998
 10.31    Act of Mortgage and Collateral Assignment   1-12095
          by JCC Development Company, L.L.C., in      Exhibit 10.31 to Pre-Effective Amendment
          favor of The Bank of New York, as           No. 2 to JCC Holding Company's
          Collateral Agent, for the present and       Registration Statement on Form 10
          future holders of the Secured
          Obligations, dated October 29, 1998,
          effective as of October 30, 1998
 10.32    Credit Enhancement Fee Agreement (Bank      1-12095
          Credit Agreement) by and among Bankers      Exhibit 10.32 to Pre-Effective Amendment
          Trust Company, as Administrative Agent      No. 2 to JCC Holding Company's
          for Morgan Stanley Prime Income Trust and   Registration Statement on Form 10
          Van Kampen American Capital Prime Rate
          Income Trust, Harrah's Operating Company,
          Inc. and Harrah's Entertainment, Inc.,
          dated October 29, 1998
</TABLE>
<PAGE>   111

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 10.33    Security Agreement, dated as of October     1-12095
          29, 1998, among JCC Holding Company, Jazz   Exhibit 10.33 to Pre-Effective Amendment
          Casino Company, L.L.C., CP Development,     No. 2 to JCC Holding Company's
          L.L.C., FP Development, L.L.C., and JCC     Registration Statement on Form 10
          Development Company., L.L.C. (each, an
          "Assignor" and, together with any other
          entity that becomes a party, the
          "Assignors"), The Bank of New York, as
          Collateral Agent for the benefit of
          Harrah's Entertainment, Inc., Harrah's
          Operating Company, Inc. and the Secured
          Creditors.
 10.34    Pledge Agreement, dated as of October 29,   1-12095
          1998, among JCC Holding Company, Jazz       Exhibit 10.34 to Pre-Effective Amendment
          Casino Company, L.L.C., CP Development,     No. 2 to JCC Holding Company's
          L.L.C., FP Development, L.L.C., and JCC     Registration Statement on Form 10
          Development Company., L.L.C. (each a
          "Pledgor" and collectively, the
          "Pledgors"), The Bank of New York
          Harrah's Entertainment, Inc., Harrah's
          Operating Company, Inc. and the Secured
          Creditors.
 10.35    Subsidiaries Guaranty, dated as of          1-12095
          October 29, 1998, among CP Development,     Exhibit 10.35 to Pre-Effective Amendment
          L.L.C., FP Development, L.L.C. and JCC      No. 2 to JCC Holding Company's
          Development Company, L.L.C. (each a         Registration Statement on Form 10
          "Guarantor" and, together with any other
          entity that becomes a party, the
          "Guarantors"), and Bankers Trust Company,
          as Administrative Agent, for the benefit
          of the Creditors.
 10.36    Assignment of Contracts and Ancillary       1-12095
          Rights, dated as of October 30, 1998,       Exhibit 10.36 to Pre-Effective Amendment
          among Jazz Casino Company, L.L.C.,          No. 2 to JCC Holding Company's
          Harrah's Operating Company, Inc. and        Registration Statement on Form 10
          Harrah's Entertainment, Inc.
 10.37    Amended and Restated Open Access Plans of   1-12095
          Jazz Casino Company, L.L.C., Submitted to   Exhibit 10.37 to Pre-Effective Amendment
          the Council of the City of New Orleans on   No. 2 to JCC Holding Company's
          October 15, 1998.                           Registration Statement on Form 10
 10.38    Open Access Program                         1-12095
                                                      Exhibit 10.38 to Pre-Effective Amendment
                                                      No. 2 to JCC Holding Company's
                                                      Registration Statement on Form 10
 10.39    1999 Non-Employee Director Stock Option     1-12095
          Plan                                        Exhibit 10.20 to JCC Holding Company's
                                                      Annual Report on Form 10-K for the Year
                                                      Ended December 31, 1998
</TABLE>
<PAGE>   112

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
 10.40    Employment Agreement, dated as of May 6,    Exhibit 10.40 to JCC Holding Company's
          1999, by and between JCC Holding Company    Quarterly Report on Form 10-Q for the
          and Frederick W. Burford.                   Quarter Ended June 30, 1999.
 10.41    Employment Agreement, dated as of August    Exhibit 10.41 to JCC Holding Company's
          25, 1999, by and between JCC Holding        Quarterly Report on Form 10-Q for the
          Company and L. Camille Fowler.              Quarter Ended September 30, 1999.
+10.42    Letter dated February 29, 2000 from
          Harrah's Entertainment, Inc. agreeing to
          re-post Minimum Payment Guaranty.
+10.43    Letter dated February 29, 2000 from
          Harrah's Entertainment, Inc. agreeing to
          make daily payments to the state of
          Louisiana under the Amended and
          Renegotiated Casino Operating Contract.
+10.44    First Amendment to Amended and
          Renegotiated Casino Operating Contract,
          dated October 19, 1999, among the state
          of Louisiana, by and through the
          Louisiana Gaming Control Board, and Jazz
          Casino Company, L.L.C., agreed and
          consented to by Harrah's Entertainment,
          Inc. and Harrah's Operating Company, Inc.
+10.45    Limited Forbearance Agreement, dated
          February 29, 2000, by and among Harrah's
          New Orleans Management Company, Harrah's
          Operating Company, Inc., and Jazz Casino
          Company, L.L.C.
+10.46    Promissory Note, dated October 26, 1999
          from JCC Development Company, L.L.C. to
          Harrah's Operating Company, Inc.
+10.47    Master Lease Agreement, dated October 28,
          1999 by and among Harrah's Operating
          Company, Inc. and Jazz Casino Company,
          L.L.C.
+10.48    Used Slot Machine Purchase Agreement,
          dated October 28, 1999 by and between
          Harrah's Operating Company, Inc., and
          Jazz Casino Company, L.L.C.
+10.49    Agreement effective as of January 1, 1999
          by and between Jazz Casino Company,
          L.L.C. and Thomas M. Morgan.
+10.50    Executive Leasing Agreement, effective as
          of January 1, 1999 by and between
          Harrah's Operating Company, Inc. and Jazz
          Casino Company, L.L.C.
</TABLE>
<PAGE>   113

<TABLE>
<CAPTION>
EXHIBIT
  NO.                    DESCRIPTION                           SEC DOCUMENT REFERENCE
-------                  -----------                           ----------------------
<C>       <S>                                         <C>
+10.51    Purchase and Sale Agreement, dated
          February 14, 2000 by and between JCC
          Fulton Development, L.L.C. and WI
          Acquisition Corporation.
+10.52    Administrative Services Agreement between
          Jazz Casino Company, L.L.C. and Harrah's
          Operating Company, Inc., dated October
          30, 1998.
+21.01    List of Subsidiaries of JCC Holding
          Company
+23.01    Consent of Arthur Andersen LLP,
          Independent Public Accountants, dated
          March 29, 1999.
+23.02    Consent of Deloitte & Touche LLP,
          Independent Public Accountants, dated
          March 29, 2000.
+27.01    Financial Data Schedule
 99.01    Opinion of New Orleans City Attorney        33-73370
          regarding Amusement Tax                     Exhibit 99.02 to Amendment No. 4 to
                                                      Harrah's Jazz Company's and Harrah's Jazz
                                                      Finance Corp.'s Registration Statement on
                                                      Form S-1
</TABLE>

---------------

+ Filed herewith.