The takeover of Financial General Bankshares Inc. by Middle Eastern investors appears to be moving forward without problems, officials of the holding company told shareholders here last week.

Chairman B.B. Saul II told stockholders gathered for the company's annual meeting that the tender offer for additional shares of Financial General's stock is expected to occur some time after midyear.

Financial General is the holding company for banks in Maryland, Virginia and the District, as well as New York and Tennessee.

A group of investors led by Kamal Adham, former chief of Saudi Arabia's equivalent of the CIA, is expected to make an offer of $28.50 a share for all the stock the investors don't own already. That offer cannot take place until the Federal Reserve Board and several state regulatory agencies review the prospective change in control.

Representatives of Adham and his partners from Abu Dhabi and Kuwait met with officials of the Federal Reserve last week in what their attorney, Robert Altman, described as "an informal private meeting" to discuss the proposed takeover.

In answer to a question from a shareholder, Altman said that the Middle Eastern group does not intend at this time to acquire minority holdings in subsidiary banks belonging to the company.

Altman said that if the change in control goes through, the bank will be headed by "an experienced commercial banker, an American and a person holding an important position presently."